Yakov Amihud, Markus M. Schmid & Steven Davidoff Solomon, Do Staggered Boards Affect Firm Value?, — Iowa Law Review — (forthcoming 2017)

We attempt to resolve conflicting empirical results in studies on the wealth effects of staggered boards by addressing issues of endogeneity, omitted variable bias and functional form. In a sample of up to 2,961 firms from 1990 to 2013 we find that additional variables provide significant explanatory power for the (negative) wealth effects of staggered firms found in prior studies, and their inclusion makes the effect of a staggered board on firm value insignificant. When we control for endogeneity by the instrumental variable method, we find again that the staggered board has no significant effect on firm value. Our results suggest caution about legal solutions which advocate wholesale adoption or repeal of the staggered board and instead evidence an individualized firm approach, and provide some measure of skepticism for law-related corporate governance proposals generally.

米国における株主提案

Davis Polk writes:

This season ISS is tracking only 10 proposals seeking to declassify boards, a two-third drop from the number of proposals in 2014. This is likely attributable to the absence of assistance from the Harvard Shareholder Rights Project. The Harvard group indicated that it has completed the declassification project that it started in 2011 and the clinic is not operating during the current academic year. Of S&P 500 companies, 75% now have annually elected boards.

Majority voting proposals also dropped, from 50 in 2014 to 10 this year. 86% of large-cap companies use majority voting standards for election of directors.

via Davis Polk Briefing: Governance

米国の取締役への助言(2014年)

  • Some Thoughts for Boards of Directors in 2014

Wachtell Lipton Rosen & Katzの創立パートナーであり,ニューヨーク大学の理事長でもあるMartin Lipton氏によるSome Thoughts for Boards of Directorsです。

毎年恒例です。

In many respects, the relentless drive to adopt corporate governance mandates seems to have reached a plateau: essentially all of the prescribed “best practices”—including say-on-pay, the dismantling of takeover defenses, majority voting in the election of directors and the declassification of board structures—have been codified in rules and regulations or voluntarily adopted by a majority of S&P 500 companies. Only 11 percent of S&P 500 companies have a classified board, 8 percent have a poison pill and 6 percent have not adopted a majority vote or plurality-vote-plus-resignation standard to elect directors. The activists’ “best practices” of yesterday have become the standard practices of today. While proxy advisors and other stakeholders in the corporate governance industry will undoubtedly continue to propose new mandates, we are currently in a period of relative stasis as compared to the sea change that began with the Sarbanes-Oxley Act and unfolded over the last decade.

via Harvard Law School

Shareholder Rights Project

成果が出てから既にだいぶ時間が経っていますが,未だに,幾らかの進展があるようですので,Bebchuk教授がクリニックとして行なっているShareholder Rights Projectを紹介します。期差選任制度の廃止に関する成果は,驚異的です。

77 Board declassifications: A total of 77 S&P 500 and Fortune 500 companies have already declassified during 2012 and 2013 as a result of the work by the SRP and SRP-represented investors (listed on the Declassifications page). A significant number of additional declassifications are expected to result as agreed-upon management declassification proposals go to a vote at other companies that have entered into agreements to bring such management proposals to a vote.

New York Timesにも記事が載りました。

via The Harvard Corporate Law School Forum on Corporate Governance and Financial Regulation