Document Type

Article

Comments

Subsequently published in Journal of Financial Economics, Vol. 78, 2005, 409-433.

Abstract

This paper investigates empirically how the value of publicly traded firms is overall affected by arrangements protecting management from removal. In a majority of U.S. public companies, staggered boards substantially insulate the board from removal in either a hostile takeover or a proxy contest. We find that staggered boards are associated with a lower firm value (as measured by Tobin’s Q). We also find evidence consistent with the possibility that staggered boards bring about, and not merely reflect, an economically significant reduction in firm value. Finally, the correlation with reduced firm value is stronger for staggered boards that are established in the corporate charter (which shareholders cannot amend) than for staggered boards established in the company’s bylaws (which can be amended by shareholders).

Date of Authorship for this Version

June 2004

Keywords

corporate governance