Thirty Years of Change: The Evolution of Classified Boards

• 成果类型: Article
• 署名作者: Guernsey, Scott; Guo, Feng; Liu, Tingting; Serfling, Matthew
• 署名单位: University of Tennessee System; University of Tennessee Knoxville; Iowa State University
• 刊物名称: JOURNAL OF FINANCE
• ISSN/ISSBN: 0022-1082
• DOI: 10.1111/jofi.13485
• 发表日期: 2025
• 页码: 2971-3020
• 关键词: CORPORATE GOVERNANCE; INSTITUTIONAL OWNERSHIP; STAGGERED BOARDS; TAKEOVER DEFENSES; cross-section; Firm value; experiences; investors; Activism

摘要

Based on a comprehensive data set of classified (staggered) boards covering nearly all U.S. public firms from 1991 to 2020, we show that contrary to conventional wisdom, the use of classified boards remains widespread. Moreover, classified board usage over a firm's life cycle depends significantly on the decade the firm matured or year it went public. While classified boards were rarely removed in the 1990s, firms became more likely to declassify as they matured during the following decades. Decreased collective action costs and increased innovation-related investments, institutional ownership, and scrutiny of governance contributed to this more dynamic adjustment.