Corporate Governance
Intermediate
Staggered Board
A board structure in which directors are divided into classes and only a portion of the board is elected in any given year.
Why It Matters
Staggered boards can delay a bidder's ability to replace directors, especially when combined with a poison pill, making them a major antitakeover device in empirical and doctrinal debates.
Selected Literature
A short list of directly relevant archive entries.
2001
Advanced
2002
Advanced
2002
Advanced
The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy
Lucian A. Bebchuk, John C. Coates IV, and Guhan Subramanian
Stanford Law Review
2009
Advanced
What Matters in Corporate Governance?
Lucian A. Bebchuk, Alma Cohen, and Allen Ferrell
Review of Financial Studies
Related Cases
1985
Corporate Law
Moran v. Household International, Inc.
500 A.2d 1346 (Del. 1985)
Validity of the shareholder rights plan as an antitakeover device.
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.
1985
Corporate Law
Unocal Corp. v. Mesa Petroleum Co.
493 A.2d 946 (Del. 1985)
Judicial review of defensive tactics adopted in response to a hostile takeover bid.
1989
Corporate Law
Paramount Communications Inc. v. Time Inc.
571 A.2d 1140 (Del. 1989)
Board defensive action, long-term corporate strategy, and the boundary of Revlon duties.