The shareholder value of empowered boards

K. J Martijn Cremers, Simone Maria Sepe

Research output: Contribution to journalArticle

21 Citations (Scopus)

Abstract

In the last decade, the balance of power between shareholders and boards has shifted dramatically. Changes in both the marketplace and the legal landscape governing it have turned the call for empowered shareholders into a new reality. Correspondingly, the authority that boards of directors have historically held in U.S. corporate law has been eroded. Empirical studies associating staggered boards with lower firm value have been interpreted to favor this shift of authority, supporting the view that protecting boards from shareholder pressure is detrimental to shareholder interests. This Article presents new empirical evidence on staggered boards that not only exposes the limitations of prior empirical studies, but also, and more importantly, suggests the opposite conclusion. Employing a unique and comprehensive dataset covering thirty-four years of board staggering and destaggering decisions—from 1978 to 2011—we show that staggered boards are associated with a statistically and economically significant increase in firm value. In light of these novel empirical results, we then show theoretically that a corporate model with staggered boards emerges as a rational institutional response to market imperfections that are more complex and more significant than shareholder advocates have realized. Boards that retain their historical authority—empowered boards—benefit, rather than hurt, shareholders. This Article concludes with a normative proposal to revitalize the authority of U.S. boards.

Original languageEnglish (US)
Pages (from-to)67-148
Number of pages82
JournalStanford Law Review
Volume68
Issue number1
StatePublished - 2016

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shareholder value
shareholder
firm
corporate law
board of directors
balance of power
Values
market
evidence

ASJC Scopus subject areas

  • Law

Cite this

The shareholder value of empowered boards. / Cremers, K. J Martijn; Sepe, Simone Maria.

In: Stanford Law Review, Vol. 68, No. 1, 2016, p. 67-148.

Research output: Contribution to journalArticle

Cremers, KJM & Sepe, SM 2016, 'The shareholder value of empowered boards', Stanford Law Review, vol. 68, no. 1, pp. 67-148.
Cremers, K. J Martijn ; Sepe, Simone Maria. / The shareholder value of empowered boards. In: Stanford Law Review. 2016 ; Vol. 68, No. 1. pp. 67-148.
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