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    • All HBS Web  (55)
      • Faculty Publications  (11)

      Staggered Board Remove Staggered Board →

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      • December 2022 (Revised February 2023)
      • Background Note

      Brief Note on Staggered Boards

      By: Lynn S. Paine and Will Hurwitz
      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...  View Details
      Keywords: Corporate Governance; Governing and Advisory Boards; Business History; Trends; Decision Choices and Conditions; United States
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      Paine, Lynn S., and Will Hurwitz. "Brief Note on Staggered Boards." Harvard Business School Background Note 323-040, December 2022. (Revised February 2023.)
      • Winter 2021
      • Article

      Can Staggered Boards Improve Value? Causal Evidence from Massachusetts

      By: Robert Daines, Shelley Xin Li and Charles C.Y. Wang
      We study the effect of staggered boards (SBs) using a quasi-experiment: a 1990 law that imposed an SB on all Massachusetts-incorporated firms. The law led to an increase in Tobin's Q, investment in CAPEX and R&D, patents, higher-quality patented innovations, and...  View Details
      Keywords: Staggered Board; Entrenchment; Life-cycle; Tobin's Q; Innovation; Profitability; Investor Composition; Governing and Advisory Boards; Investment; Innovation and Invention; Institutional Investing; Value
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      Daines, Robert, Shelley Xin Li, and Charles C.Y. Wang. "Can Staggered Boards Improve Value? Causal Evidence from Massachusetts." Contemporary Accounting Research 38, no. 4 (Winter 2021): 3053–3084.
      • Blog Post

      Reexamining Staggered Boards and Shareholder Value

      By: Alma Cohen and Charles CY Wang
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      Cohen, Alma, and Charles CY Wang. "Reexamining Staggered Boards and Shareholder Value." Harvard Law School Forum on Corporate Governance (December 13, 2017). https://corpgov.law.harvard.edu/2017/12/13/reexamining-staggered-boards-and-shareholder-value/.
      • September 2017
      • Article

      Reexamining Staggered Boards and Shareholder Value

      By: Charles C.Y. Wang and Alma Cohen
      Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value
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      Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
      • June 7, 2016
      • Blog Post

      The Value-Decreasing Effect of Staggered Boards

      By: Alma Cohen and Charles CY Wang
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      Cohen, Alma, and Charles CY Wang. "The Value-Decreasing Effect of Staggered Boards." Harvard Law School Forum on Corporate Governance (June 7, 2016). https://corpgov.law.harvard.edu/2016/06/07/the-value-decreasing-effect-of-staggered-boards/.
      • 2015
      • Working Paper

      Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

      By: Alma Cohen and Charles C.Y. Wang
      In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
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      Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
      • 2014
      • Article

      Delaware's Choice

      By: Guhan Subramanian
      This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this...  View Details
      Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware
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      Subramanian, Guhan. "Delaware's Choice." Delaware Journal of Corporate Law 39, no. 1 (2014). (Delivered as the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware in November 2013. Selected by academics as one of the “top ten” articles in corporate/securities law for 2014, out of 560 articles published in that year.)
      • December 2013
      • Article

      How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment

      By: Alma Cohen and Charles C.Y. Wang
      The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment...  View Details
      Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
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      Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
      • December 2003 (Revised August 2004)
      • Case

      Circon (A) (Abridged)

      By: Brian J. Hall, Christopher Rose and Guhan Subramanian
      In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and...  View Details
      Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Trust; Relationships; Acquisition; Business and Shareholder Relations; Medical Devices and Supplies Industry; United States
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      Hall, Brian J., Christopher Rose, and Guhan Subramanian. "Circon (A) (Abridged)." Harvard Business School Case 904-023, December 2003. (Revised August 2004.)
      • March 2001 (Revised December 2003)
      • Case

      Circon (A)

      By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
      In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A...  View Details
      Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
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      Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
      • Research Summary

      Corporate Governance

      By: Charles C.Y. Wang

      The characteristics and structure of boards of directors have important implications for firm performance. Professor Wang has found that firms with well-connected boards whose members have strong network connections provide economic benefits that are not immediately...  View Details

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