Governance Antecedents of Board Entrenchment: The Case of Classified Board Provisions
研究192家标普500公司中公司治理和所有权结构如何影响分类董事会条款的采用,发现机构持股是降低采用率的最显著因素,而外部董事比例的影响取决于衡量方式。
Using a sample of 192 Standard & Poor’s 500 firms, we examine the impact of corporate governance and ownership context on a particular instance of board entrenchment: adoption of classified board provisions. Interestingly, while increased outsider representation measured simply as a proportion of outsiders does not affect the rate of adoption, reliance on a more fine grained measure, which includes other affiliations of outsiders, results in a marginally significant influence. Moreover, it appears that reliance on a simple proportional measure is likely to distort the effects of other variables. Finally, institutional stock ownership is found to be the most significant factor associated with decreased rate of adoption.