Publications
Publications
- December 2022 (Revised May 2024)
- HBS Case Collection
Brief Note on Staggered Boards
By: Lynn S. Paine and Will Hurwitz
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 May 2024.)