Abstract
In a proxy fight, the acquirer and the target company use a variety of solicitation methods to influence shareholder votes for members of the board of directors. Shareholders must be sent a Schedule 14A, which contains a substantial amount of financial and other information about the target company; if the proxy fight is over a motion to sell the company, the schedule also includes the terms of the proposed acquisition. The staggered board, also known as “a classified board,” is a mechanism, which allows a board of directors to be elected to staggered terms, typically over three years, rather than annually. When a board of directors is staggered, only one-third of the directors are up for re-election in any given year. Staggered board are formidable antitakeover protection.
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