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The Trouble with Staggered Boards: A Reply to Georgeson's John Wilcox

Corporate Governance Advisor, Vol. 11, pp. 17-19, 2003

Harvard Law and Economics Discussion Paper No. 410, February 2003

10 Pages Posted: 3 Mar 2003 Last revised: 29 Apr 2009

Lucian A. Bebchuk

Harvard Law School; National Bureau of Economic Research (NBER); Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI)

John C. Coates, IV

Harvard Law School

Guhan Subramanian

Harvard Business School

Abstract

In recent work, we presented evidence indicating that staggered boards have adverse effects on target shareholders. John Wilcox, the Vice-Chair of Georgeson, recently published a critique of our work, urging shareholders to support staggered boards. We respond in this article to Wilcox's critique and explain why it does not weaken in any way our analysis of staggered boards.

The study criticized by Wilcox, "The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy," 54 Stanford Law Review 887-951 (2002), is available at http://ssrn.com/abstract=304388. In a separate reply, "The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants," 55 Stanford Law Review 885-917 (2002), which is available at http://ssrn.com/abstract=360840, we respond to several other responses to our original study and present additional evidence that confirms its conclusions.

Keywords: Takeover, mergers and acquisitions, tender offers, takeover bids, defensive tactics, staggered boards, poison pills, premia, independent directors

JEL Classification: G30, G34, K22

Suggested Citation

Bebchuk, Lucian A. and Coates, IV, John C. and Subramanian, Guhan, The Trouble with Staggered Boards: A Reply to Georgeson's John Wilcox. Corporate Governance Advisor, Vol. 11, pp. 17-19, 2003; Harvard Law and Economics Discussion Paper No. 410, February 2003. Available at SSRN: https://ssrn.com/abstract=384980 or http://dx.doi.org/10.2139/ssrn.384980

Lucian A. Bebchuk (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States
617-495-3138 (Phone)
617-812-0554 (Fax)

HOME PAGE: http://www.law.harvard.edu/faculty/bebchuk/

National Bureau of Economic Research (NBER) ( email )

1050 Massachusetts Avenue
Cambridge, MA 02138
United States

Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI)

John C. Coates

Harvard Law School ( email )

1575 Massachusetts
Hauser 406
Cambridge, MA 02138
United States

Guhan Subramanian

Harvard Business School ( email )

Soldiers Field Road
Morgan 270C
Boston, MA 02163
United States
617-495-9784 (Phone)
617-496-7379 (Fax)

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