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  • December 2022 (Revised February 2023)
  • Background Note
  • HBS Case Collection

Brief Note on Staggered Boards

By: Lynn S. Paine and Will Hurwitz
  • Format:Print
  • | Language:English
  • | Pages:7
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Abstract

This background note discusses the evolution, use, and prevalence of staggered boards. By comparison with unitary boards whose members are all elected annually for one-year terms, staggered boards are divided into subsets of directors, with one subset up for election each year, typically for three year terms. While 61% of the S&P 500 had staggered boards in 2002, the practice largely fell out of favor in ensuing decades, and only 12% had one in 2022. This note discusses what staggered boards are and how they evolved; arguments for and against them from critics and proponents; developments leading to their decline; the academic research on their potential effects broadly and on certain types of firms; and the legal approaches to staggered boards in the United States as well as the diverse approaches to staggered boards internationally.

Keywords

Corporate Governance; Governing and Advisory Boards; Business History; Trends; Decision Choices and Conditions; United States

Citation

Paine, Lynn S., and Will Hurwitz. "Brief Note on Staggered Boards." Harvard Business School Background Note 323-040, December 2022. (Revised February 2023.)
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About The Author

Lynn S. Paine

General Management
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Related Work

    • December 2022 (Revised February 2023)
    • Faculty Research

    Brief Note on Staggered Boards

    By: Lynn S. Paine and Will Hurwitz
Related Work
  • Brief Note on Staggered Boards By: Lynn S. Paine and Will Hurwitz
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