“Staggered elections”的意思、由来-开放百科全书

Staggered elections are elections where only some of the places in an elected body are up for election at the same time. For example, United States Senators have a six-year term, but they are not all elected at the same time. Rather, elections are held every two years for one-third of Senate seats.

Staggered elections have the effect of limiting control of a representative body by the body being represented, but can also minimize the impact of cumulative voting.^[1] Many companies use staggered elections as a tool to prevent takeover attempts. Some legislative bodies (most commonly upper houses) use staggered elections, as do some public bodies, such as the Securities and Exchange Commission.

Application in business

A staggered board of directors or classified board is a prominent practice in US corporate law governing the board of directors of a company, corporation, or other organization, in which only a fraction (often one third) of the members of the board of directors is elected each time instead of en masse (where all directors have one-year terms). Each group of directors falls within a specified "class"—e.g., Class I, Class II, etc.—hence the use of the term "classified" board.^[2]

In publicly held companies, staggered boards have the effect of making hostile takeover attempts more difficult. When a board is staggered, hostile bidders must win more than one proxy fight at successive shareholder meetings in order to exercise control of the target firm. Particularly in combination with a poison pill, a staggered board that cannot be dismantled or evaded is one of the most potent takeover defenses available to U.S. companies.^[3]

In corporate cumulative voting systems, staggering has two basic effects: it makes it more difficult for a minority group to get directors elected, as the fewer directorships up for election requires a larger percent of the equity to win; and it makes takeover attempts less likely to succeed as it is harder to vote in a majority of new directors.^[4] Staggering may also however serve a more beneficial purpose, that is provide "institutional memory" — continuity in the board of directors — which may be significant for corporations with long-range projects and plans.^[4]

Institutional shareholders are increasingly calling for an end to staggered boards of directors—also called "declassifying" the boards. The Wall Street Journal reported in January 2007 that 2006 marked a key switch in the trend toward declassification or annual votes on all directors: more than half (55%) of the S&P 500 companies have declassified boards, compared with 47% in 2005.^[5]

Legislative bodies which use staggered elections

National

State

Argentina

Australia

United States

Local

Historical usage

National

Local

See also

Notes

1. ^http://www.stroock.com/SiteFiles/Pub341.pdf
2. ^See Faleye,O., 2007, Classified Boards, Firm value, and Managerial Entrenchment, Journal of Financial Economics83, 501-529.
3. ^See Lucian Bebchuk, John C. Coates IV, and Guhan Subramanian, The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy, 54 Stan. L. Rev. 887 (2002).
4. ^¹{{cite book|last1=Hillier|first1=David|last2=Ross|first2=Stephen|last3=Westerfield|first3=Randolph|last4=Jaffe|first4=Jeffrey|last5=Jordan|first5=Bradford|title=Corporate Finance|date=2013|publisher=McGraw-Hill Education|location=Berkshire|isbn=9780077139148|pages=34–35|edition=2nd European}}
5. ^Jared A. Favole, "Big Firms Increasingly Declassify Boards", The Wall Street Journal, Jan. 10, 2007.
6. ^[https://www.elections.wa.gov.au/elections/local "Local Government Elections"], Western Australian Electoral Commission.
7. ^[https://ballotpedia.org/Length_of_terms_of_state_senators "Length of terms of state senators"], Ballotpedia, Accessed 24 August 2016.
8. ^¹Consell General - L'abstenció al Principat d'Andorra
9. ^Direction des élections - Evolution de la législation électorale
10. ^Danmarks Statistik - Rigsdagsvalgene og folkeafstemningerne i april og maj 1953, p. 182
11. ^{{Cite web |url=https://www.parlement.com/id/vglrdyd9plkn/negentiende_eeuws_districtenstelsel_in |title=Negentiende-eeuws districtenstelsel in Nederland |website=Parlement.com |language=Dutch |accessdate=18 February 2019}}
12. ^{{Cite web |url=https://www.parlement.com/id/vhnnmt7mlkw5/geschiedenis_kiesstelsel_eerste_kamer |title=Geschiedenis kiesstelsel Eerste Kamer |website=Parlement.com |language=Dutch |accessdate=18 February 2019}}
13. ^Akio Kamiko (2010, bilingual): 近代地方行政の黎明期(1868-1880年), pp. 7–8: 府県会規則 /The Start of Modern Local Government (1868 – 1880), pp. 10–11: Prefectural Assembly Law (Fukenkai Kisoku)