Staggered boards and the value of voting rights
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Peer-reviewed
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Authors
Karakas, Oguzhan https://orcid.org/0000-0002-8670-5014
Mohseni, M
Abstract
This paper examines the impact of staggered boards on the value of voting rights (i.e., voting premium) estimated using option prices. We find companies with staggered boards have higher voting premium. Exploiting plausibly exogenous court rulings, we confirm that weakening the effectiveness of staggered boards decreases the voting premium. Given that voting premium reflects private benefits consumption and associated managerial inefficiencies, our findings are consistent with the entrenchment view on staggered boards. Analyzing the cross-sectional heterogeneity in our sample, we find the entrenchment effect of staggered boards to be more pronounced for firms in non-competitive industries and for mature firms.
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Keywords
3502 Banking, Finance and Investment, 35 Commerce, Management, Tourism and Services, 3507 Strategy, Management and Organisational Behaviour
Journal Title
The Review of Corporate Finance Studies
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Journal ISSN
2046-9128
2046-9136
2046-9136
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Publisher
Oxford University Press
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All rights reserved
Sponsorship
Karakaş gratefully acknowledges the financial support of the Cambridge Endowment for Research in Finance (CERF) and the J. M. Keynes Fellowship