Chamu Sundaramurthy

Governance Antecedents of Board Entrenchment: The Case of Classified Board Provisions

Using a sample of 192 Standard & Poor’s 500 firms, we examine the impact of corporate governance and ownership context on a particular instance of board entrenchment: adoption of classified board provisions. Interestingly, while increased outsider representation measured simply as a proportion of outsiders does not affect the rate of adoption, reliance on a more fine grained measure, which includes other affiliations of outsiders, results in a marginally significant influence. Moreover, it appears that reliance on a simple proportional measure is likely to distort the effects of other variables. Finally, institutional stock ownership is found to be the most significant factor associated with decreased rate of adoption.

Conflicting Shareholder Interests An Empirical Analysis of Fair Price Provisions

This study of 258 corporations provides an assessment of the impact of institu-tional investor stockholding on fair price adoption decisions. In addition, the influence of board composition, board leadership, and the interaction between these two governance attributes on such decisions is examined. The results of analyses suggest that only institutional stockholding plays a significant role.