Do classified boards protect top management? : evidence from shareholder proposals

This paper examines the relationship between classified boards and managerial entrenchment by applying a panel regression discontinuity design to shareholder proposals on board declassification. We focus on shareholder proposals that pass or fail by a small margin of votes in order to provide a causal estimate of the impact of board declassification. We find that shareholder proposal approval leads to a reduction in CEO compensation, an increase in the likelihood of CEO replacement, a positive but insignificant impact on pay-performance elasticity, and an increase in firm value. The reduction in CEO compensation is strongest among firms who possess weaker levels of corporate governance. These findings suggest that classified boards protect top management and lead to higher levels of managerial entrenchment.

Department dc:contributor.department

Sloan School of Management.

Grantor dc:publisher

Massachusetts Institute of Technology

Year dc:date.issued

2018

Author dc:creator

• Martins, Fernando Miguel Pinto

Advisor dc:contributor.advisor

• David Thesmar.

• Sloan School of Management.

Statement dc:rights

• MIT theses are protected by copyright. They may be viewed, downloaded, or printed from this source but further reproduction or distribution in any format is prohibited without written permission.

Licence dc:rights.uri

• http://dspace.mit.edu/handle/1721.1/7582

Language dc:language.iso

eng

Handle dc:identifier.uri

http://hdl.handle.net/1721.1/117995

OAI identifier oai:identifier

oai:dspace.mit.edu:1721.1/117995