General
staggered board
What does staggered board mean?
Instead of the whole board standing for re-election every year, directors are split into classes — usually three — and only one class is up at a time. A raider winning a proxy fight needs two annual meetings to flip control, which is exactly the point.
"The staggered board bought management eighteen months to find a white knight."
Frequently asked questions
What is a staggered board?
It's a board structure where only a portion of the directors comes up for election each year, which makes hostile takeovers much harder and slower.
Why do companies use a staggered board?
Because it prevents an acquirer from replacing the whole board in a single election, dragging out any takeover attempt into a slog.
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