classified board of directors


classified board of directors
USA
staggered board of directors, Also known as a classified board of directors.
A board which is comprised of directors that have different overlapping, multi-year terms so that not all of the directors' terms expire in the same year. A staggered board of directors is often divided into classes, with the terms of directors within one class expiring in a different year from directors in another class. A staggered board of directors is used as an anti-takeover device because a hostile bidder cannot replace the entire board in one proxy contest.
For an example of a staggered board provision, see Standard Clause, Certificate of Incorporation: Staggered Board Provision (www.practicallaw.com/1-383-0047).

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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