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Undoing the powerful anti-takeover force of staggered boards

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  • Guo, Re-Jin
  • Kruse, Timothy A.
  • Nohel, Tom
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    Abstract

    We examine cases where managers announce an intention to de-stagger their boards via proxy proposals or board action. The literature has established the staggered board as the most consequential of all takeover defenses and one that destroys wealth. Thus, dismantling staggered boards benefits shareholders. We study the wealth effects and motives behind this change in governance within a conditional event study. We find that de-staggering the board creates wealth and that shareholder activism is an important catalyst for pushing through this change. Moreover, in the period preceding Sarbanes-Oxley, investor reaction indicates a perception that de-staggering firms are more likely to be takeover targets.

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    Bibliographic Info

    Article provided by Elsevier in its journal Journal of Corporate Finance.

    Volume (Year): 14 (2008)
    Issue (Month): 3 (June)
    Pages: 274-288

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    Handle: RePEc:eee:corfin:v:14:y:2008:i:3:p:274-288

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    Web page: http://www.elsevier.com/locate/jcorpfin

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    Cited by:
    1. Caspar Rose, 2012. "The new European shareholder rights directive: removing barriers and creating opportunities for more shareholder activism and democracy," Journal of Management and Governance, Springer, vol. 16(2), pages 269-284, May.
    2. Cohen, Alma & Wang, Charles C.Y., 2013. "How do staggered boards affect shareholder value? Evidence from a natural experiment," Journal of Financial Economics, Elsevier, vol. 110(3), pages 627-641.
    3. Ahn, Seoungpil & Shrestha, Keshab, 2013. "The differential effects of classified boards on firm value," Journal of Banking & Finance, Elsevier, vol. 37(11), pages 3993-4013.
    4. Chen, Dong, 2012. "Classified boards, the cost of debt, and firm performance," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3346-3365.
    5. Fabel, Oliver & Kolmar, Martin, 2012. "Do parachutes discipline managers? An analysis of takeover battles," International Review of Law and Economics, Elsevier, vol. 32(2), pages 224-232.

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