Board Classification and Managerial Entrenchment: Evidence from the Market for Corporate Control
45 Pages Posted: 10 Aug 2006 Last revised: 22 Oct 2007
Date Written: September 2007
This paper considers the relation between board classification, takeover activity, and transaction outcomes for a panel of firms between 1990 and 2002. Target board classification does not change the likelihood that a firm, once targeted, is ultimately acquired. Moreover, shareholders of targets with a classified board realize bid returns that are equivalent to those of targets with a single class of directors, but receive a higher proportion of total bid surplus. Board classification does reduce the likelihood of receiving a takeover bid, however, the economic effect of bid deterrence on the value of the firm is quite small. Overall, the evidence is inconsistent with the conventional wisdom that board classification is an anti-takeover device that facilitates managerial entrenchment.
Keywords: Classified Board, Staggered Board, Merger, Acquisition, Managerial Entrenchment
JEL Classification: G34
Suggested Citation: Suggested Citation