Staggered Boards and the Value of Voting Rights
本文利用期权价格估计投票权溢价,发现交错董事会会提高投票权价值,且这一效应在非竞争行业和成熟企业中更为显著,支持了交错董事会的堑壕效应观点。
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.