WHEN ARE STAGGERED BOARDS BENEFICIAL?

摘要

We reexamine the negative relation between firm value and staggered boards. We document that firms with characteristics indicating low power to bargain for favorable terms in a takeover, but also indicating high potential agency costs, are more likely to have a staggered board in place. We also find that among these firms, those with staggered boards have higher valuation, as measured by Tobin’s Q. This result is robust to various controls for endogeneity. Our evidence suggests that staggering the board is beneficial for certain firms and challenges the commonplace view that board classification is an antitakeover device that necessarily harms shareholders.