The classified board is considered to be one of the most powerful takeover defenses because it requires a hostile bidder to mount two consecutive proxy contests to obtain control of the board. In the US, while board classification has been declining due to investor pressure, a significant minority of firms still have this governance feature. [...]
Tag Archives | classified board
Chesapeake Receives a Hammering at Hands of Shareholders
June 8, 2012 in Corporate Governance, Daily Viewpoint, Flash Reports
By Paul Hodgson – CCO and Senior Research Associate Preliminary voting results from Chesapeake’s annual meeting today reveal that the two directors up for election must resign, Say on Pay failed spectacularly, even the annual incentive plan failed to receive support. Shareholder proposals, on the other hand, went very well, with proxy access, reincorporating in [...]
Governance Concerns at Discovery Communications
May 3, 2010 in Corporate Governance
Although Discovery Communications eliminated CEO David M. Zaslav’s guaranteed bonus for 2009 (a slight governance improvement), significant concerns remain. The dual class structure, classified board, and poison pill combine with charter and bylaw provisions that make it difficult or impossible for shareholders to achieve control. Additionally, media mogul John C. Malone, beneficial owner of more [...]