Mira Ganor

Why Do Managers Dismantle Staggered Boards

Staggered boards offer incumbent management considerable protection from hostile takeovers and proxy fights. However, in the last few years, managers of an increasing number of firms have voluntarily destaggered their boards, exposing themselves to the risk of being removed from office. This paper investigates why managers decide to destagger their boards. I find statistically significant evidence that the likelihood of destaggering increases with shareholder pressure (in the form of precatory shareholder resolutions seeking destaggered boards) and with the amount of the CEOs unvested (including out-of-the-money) options. I do not find evidence of a strong connection between the decision to destagger and firm performance, or other CEO characteristics, including other forms of compensation such as unrestricted equity. The study provides insight into the informal power and influence of shareholders over the board, and the role of equity and monetary compensation in aligning managements interests with those of the shareholders.

Agency Costs in the Era of Economic Crisis – The Enhanced Connection between CEO Compensation and Corporate Cash Holdings

This Article reports results of an empirical study that suggests that the current economic crisis has changed managerial behavior in the US in a way that may impede economic recovery. The study finds a strong, statistically significant and economically meaningful, positive correlation between the CEO total annual compensation and corporate cash holdings during the economic crisis in the years 2008-2010. This correlation did not exist in comparable magnitudes in prior years. The empirical findings suggest that high CEO compensation increases managerial risk aversion in times of crisis. The Article considers several explanations for these empirical findings, some of which imply a market failure. The study has implications for the discussion on managerial pay arrangements and the implementation of the Dodd-Frank Act concerning say-on-pay.

Why Do Dual-Class Firms 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.