Thus, we incorporate indicator variables to capture CEO duality and the presence of classified boards
Adding to the spate of high-profile issues in recent years--such as classified boards
, criteria for executive compensation, consideration of non-executive chairman or lead independent director roles, director conflicts of interest or related party transactions--are issues of more recent vintage such as fee-limiting bylaws, proxy access and special committees for technology or cybersecurity issues.
This set includes classified boards
, golden parachutes, limitations on bylaw and charter amendments, supermajority voting, and poison pills.
She is conducting a rearguard action to revive management-centric governance, discourage scrutiny of boardroom decisions, discredit shareholder activism, and resurrect traditional corporate defenses such as classified boards
and dual-class common stock.
The fund has identified several corporate-governance failures, such as ignoring majority-approved shareholder proposals, and having a non-independent chairman or classified boards
and a poison-pill mechanism.
First, several recent studies investigating the impact of classified boards
report that classified boards
promote managerial entrenchment, exacerbate agency conflicts, and diminish firm value (Bebchuck and Cohen, 2005; Faleye, 2007).
provider of e-commerce transaction software and services for advertisers and publishers, announced that edgeio will use AdStar technology to power print and online ad transaction services for newspapers on edgeio's Classified Boards
, launched this week.
A firm can adopt shareholder choice by giving shareholders the right to remove at will a board that fails to heed shareholder wishes; it can adopt a pure board veto paradigm by means of dual class stock or a deadhand poison pill placed into the charter; or it can adopt any number of intermediate structures, including annually elected (but nonremovable) boards and classified boards
C, a leading source for investors and corporations of impartial information on corporate governance and social responsibility issues, has announced that it will provide a Web-based "Scorecard" on three key proxy issues this season: global warming, CEO compensation ("golden parachutes") and classified boards
6) Unlike studies concerning shareholder-rights plans, (7) there is no empirical evidence that classified boards
provide tangible economic benefit to shareholders.
We have no poison pills, no shareholder rites, no classified boards
, nothing like that.
More specifically, it examines the impact of the percentage of stock owned by managers, employees, and institutional investors on the level of support for three popular shareholder proposals: to repeal classified boards
, to redeem or require a shareholder vote on "poison pills," and to adopt cumulative voting (See Table 1 for description of proposals).