M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, January 6, 2015

Dual-class stock and staggered boards

Talk about belts and suspenders.  Now, there's a paper from Mira Ganor, Why Do Dual-Class Stock Companies Have Staggered Boards?

Conventional wisdom regards the combination of a staggered board with a dual-class capital structure as superfluous. However, the incidence of this combination in U.S. firms, identified in this Paper, is not trivial. This Paper considers a few possible motivations for this practice and reports the results of empirical studies conducted on dual-class firms with staggered boards. Significantly, even in the universe of dual-class capital structures, effective staggered boards are associated with lower firm value. These findings suggest that entrenchment may not fully explain the correlation between lower value and staggered boards in single-class firms.

I suppose founders who are going public with dual-class stock are looking forward and thinking about how they can maintain control way into the future...but I don't know. Belts and suspenders.



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