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The Review of Corporate Finance Studies Vol. 10 No. 3 2021

Staggered Boards and the Value of Voting Rights

Oğuzhan Karakaş1; Mahdi Mohseni2

1 Cambridge Judge Business School, University of Cambridge , · 2 Tehran Institute for Advanced Studies

open access

Abstract

This paper examines the impact of staggered boards on the value of voting rights (i.e., the voting premium) estimated using option prices. We find companies with staggered boards have a higher voting premium. Exploiting plausibly exogenous court rulings, we confirm that weakening the effectiveness of staggered boards decreases the voting premium. Given that the voting premium reflects private benefits consumption and associated managerial inefficiencies, our findings are consistent with the entrenchment view of staggered boards. Analyzing the cross-sectional heterogeneity in our sample, we find the entrenchment effect of staggered boards to be particularly pronounced for firms in noncompetitive industries and for mature firms.

DOI
10.1093/rcfs/cfab004
Volume
10
Issue
3
Pages
513-550
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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