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- Faculty Publications (12)
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- 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...
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Keywords:
Staggered Boards;
Takeover Defense;
Antitakeover Provision;
Firm Value;
Delaware;
Airgas;
Governing and Advisory Boards;
Corporate Governance;
Value
Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
- 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...
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Keywords:
Staggered Board;
Entrenchment;
Life-cycle;
Tobin's Q;
Innovation;
Profitability;
Investor Composition;
Governing and Advisory Boards;
Investment;
Innovation and Invention;
Institutional Investing;
Value
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.
- 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...
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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
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.
- December 2022 (Revised May 2024)
- 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...
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Keywords:
Corporate Governance;
Governing and Advisory Boards;
Business History;
Trends;
Decision Choices and Conditions;
United States
Paine, Lynn S., and Will Hurwitz. "Brief Note on Staggered Boards." Harvard Business School Background Note 323-040, December 2022. (Revised May 2024.)
- 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...
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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
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.
- June 7, 2016
- Blog Post
The Value-Decreasing Effect of Staggered Boards
By: Alma Cohen and Charles CY Wang
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/.
- Blog Post
Reexamining Staggered Boards and Shareholder Value
By: Alma Cohen and Charles CY Wang
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/.
- 22 Dec 2003
- Research & Ideas
How to Build a Better Board
problem: Board members are time-pressured part-timers who lack the knowledge they need to successfully oversee the companies they serve. The remedy isn't necessarily in staggered terms or requirements for...
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Keywords:
by Martha Lagace
- 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...
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Keywords:
Motivation and Incentives;
Governing and Advisory Boards;
Executive Compensation;
Trust;
Relationships;
Acquisition;
Business and Shareholder Relations;
Medical Devices and Supplies Industry;
United States
Hall, Brian J., Christopher Rose, and Guhan Subramanian. "Circon (A) (Abridged)." Harvard Business School Case 904-023, December 2003. (Revised August 2004.)
- Research Summary
Corporate Governance
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
- 2014
- Article
Delaware's Choice
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...
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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.)
- 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...
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Keywords:
Motivation and Incentives;
Corporate Governance;
Medical Devices and Supplies Industry;
United States
Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
- 28 May 2013
- First Look
First Look: May 28
in conjunction with debt, to be the best policy alternative under real external shocks for emerging nations. Download working paper: https://pubwww.hbs.edu/faculty/Pages/item.aspx?num=44340 How Do Staggered Boards Affect...
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Keywords:
Sean Silverthorne
- 01 May 2018
- First Look
First Look at New Research and Ideas, May 1, 2018
Christopher Stanton Abstract—Wage rigidity creates real and financial frictions, though the real-world drivers of rigidities remain largely unstudied. We use staggered commission reductions at a sales firm to estimate effects on worker...
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Keywords:
Sean Silverthorne
- 21 Sep 2009
- Research & Ideas
Excessive Executive Pay: What’s the Solution?
have their director candidates' names included on the ballots sent out by the company (dissident shareholders now must send out their own ballots); puts an end to staggered boards at all companies (boards...
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Keywords:
by Roger Thompson
- 09 May 2017
- What Do You Think?
Should Management Be Primarily Responsible to Shareholders?
and staggered board membership (designed to preserve continuity in governance, but criticized by shareholders as a means of preserving the status quo), and, in the minds of its advocates, greater management...
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Keywords:
by James Heskett
- 16 Jul 2020
- Research & Ideas
Restaurant Revolution: How the Industry Is Fighting to Stay Alive
association as well as the food and beverage brands that supply them. We’ve invested in the industry and served as corporate board members and leaders of industry coalitions, and we now, as educators, prepare future founders and leaders...
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- 13 Jul 2020
- Research & Ideas
Merck CEO Ken Frazier Discusses a COVID Cure, Racism, and Why Leaders Need to Walk the Talk
why I started doing these interviews and conversations. This very fact that you just shared. The staggering loss of life. But also those who have recovered from COVID, the damage to their bodies has been enormous to the point where we...
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- 25 Mar 2015
- HBS Case
Tate’s Digital Makeover Transforms the Traditional Museum
about serious art. Source: Tate "Most museums and cultural institutions are dabbling in digital and know they need to do something," says Avery, a former brand manager at Gillette and current board member of Boston's Museum of...
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- 11 Jun 2013
- First Look
First Look: June 11
alternative explanations for some important empirical observations in IB, such as bunching and second-mover advantage in market entries. 2006 Journal of Financial Economics How Do Staggered Boards Affect...
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Keywords:
Carmen Nobel