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] The work of the Shareholder Rights Project has had a significant effect on the number of classified boards on the S&P 500. [3] : 159
In publicly held companies, staggered boards have the effect of making hostile takeover attempts more difficult; however, they are also associated with lower firm value. [4] : 10 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. [5]
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. [6] 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. [6]
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. [7]
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
A member of parliament (MP) is the representative in parliament of the people who live in their electoral district. In many countries with bicameral parliaments, this term refers only to members of the lower house since upper house members often have a different title. The terms congressman/congresswoman or deputy are equivalent terms used in other jurisdictions. The term parliamentarian is also sometimes used for members of parliament, but this may also be used to refer to unelected government officials with specific roles in a parliament and other expert advisers on parliamentary procedure such as the Senate parliamentarian in the United States. The term is also used to the characteristic of performing the duties of a member of a legislature, for example: "The two party leaders often disagreed on issues, but both were excellent parliamentarians and cooperated to get many good things done."
Bicameralism is a type of legislature that is divided into two separate assemblies, chambers, or houses, known as a bicameral legislature. Bicameralism is distinguished from unicameralism, in which all members deliberate and vote as a single group. As of 2022, roughly 40% of the world's national legislatures are bicameral, while unicameralism represents 60% nationally and much more at the subnational level.
The speaker of a deliberative assembly, especially a legislative body, is its presiding officer, or the chair. The title was first used in 1377 in England.
The House of Representatives is the lower house of the Congress of the Union, the bicameral parliament of Mexico. The other chamber is the Senate. The structure and responsibilities of both chambers of Congress are defined in Articles 50 to 70 of the constitution.
The National Assembly is the legislature for Venezuela that was first elected in 2000. It is a unicameral body made up of a variable number of members, who were elected by a "universal, direct, personal, and secret" vote partly by direct election in state-based voting districts, and partly on a state-based party-list proportional representation system. The number of seats is constant, each state and the Capital district elected three representatives plus the result of dividing the state population by 1.1% of the total population of the country. Three seats are reserved for representatives of Venezuela's indigenous peoples and elected separately by all citizens, not just those with indigenous backgrounds. For the 2010 to 2015 the number of seats was 165. All deputies serve five-year terms. The National Assembly meets in the Federal Legislative Palace in Venezuela's capital, Caracas.
An upper house is one of two chambers of a bicameral legislature, the other chamber being the lower house. The house formally designated as the upper house is usually smaller and often has more restricted power than the lower house. A legislature composed of only one house is described as unicameral.
The North Dakota Legislative Assembly is the state legislature of the U.S. state of North Dakota. The Legislative Assembly consists of two chambers, the lower North Dakota House of Representatives, with 94 representatives, and the upper North Dakota Senate, with 47 senators. The state is divided into 47 constituent districts, with two representatives and one senator elected from each district. Due to the Legislative Assembly being a biennial legislature, with the House and Senate sitting for only 80 days in odd-numbered years, a Legislative Council oversees legislative affairs in the interim periods, doing longer-term studies of issues, and drafting legislation for consideration of both houses during the next session.
The Congress of the Dominican Republic is the bicameral legislature of the government of the Dominican Republic, consisting of two houses, the Senate and the Chamber of Deputies. Both senators and deputies are chosen through direct election. There are no term limits for either chamber.
The National Congress is the legislative body of Brazil's federal government. Unlike the state legislative assemblies and municipal chambers, the Congress is bicameral, composed of the Federal Senate and the Chamber of Deputies. The Congress meets annually in Brasília from 2 February to 22 December, with a mid-term break taking place between 17 July and 1 August.
A proxy fight, proxy contest or proxy battle is an unfriendly contest for control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy.
A member of the Legislative Assembly (MLA) is a representative elected to sit in a legislative assembly. Most often, the term refers the legislature of a federated state or autonomous region, but is also the name of several national legislatures.
The 2010 United States state legislative elections were held on November 2, 2010, halfway through President Barack Obama's first term in office. Elections were held for 88 legislative chambers, with all states but Louisiana, Mississippi, New Jersey, and Virginia holding elections in at least one house. Kansas and New Mexico held elections for their lower, but not upper houses. Four territorial chambers in three territories and the District of Columbia were up as well.
The 2018 Nebraska State Legislature elections took place as part of the biennial United States elections. Nebraska voters elected state senators in the 24 even-numbered seats of the 49 legislative districts in the Nebraska Unicameral. Nebraska is unique among American| states in that there is only one chamber in its state legislature, and this chamber is called the Unicameral and the State Legislature interchangeably. State senators serve four-year terms in the Nebraska Unicameral.
The 2018 United States state legislative elections were held on November 6, 2018, for 87 state legislative chambers in 46 states. Across the fifty states, approximately 56 percent of all upper house seats and 92 percent of all lower house seats were up for election. Additionally, six territorial chambers in four territories and the District of Columbia were up as well.
The 2022 United States state legislative elections were held on November 8, 2022, for 88 state legislative chambers in 46 states. Across the fifty states, approximately 56 percent of all upper house seats and 92 percent of all lower house seats were up for election. Additionally, six territorial chambers were up in four territories and the District of Columbia. These midterm elections coincided with other state and local elections, including gubernatorial elections in multiple states.
Elections to state legislatures were held in 46 U.S. states in 2014 with a total of 6,049 seats up for election. Six territorial chambers were up in four territories and the District of Columbia.
The 2016 United States state legislative elections were held on November 8, 2016, for 86 state legislative chambers in 44 states. Across the fifty states, approximately 65 percent of all upper house seats and 85 percent of all lower house seats were up for election. Nine legislative chambers in the five permanently-inhabited U.S. territories and the federal district of Washington, D.C. also held elections. The elections took place concurrently with several other federal, state, and local elections, including the presidential election, U.S. Senate elections, U.S. House elections, and gubernatorial elections.
The 2012 United States state legislative elections were held on November 6, 2012, for 86 state legislative chambers in 44 states. Across the fifty states, approximately 65 percent of all upper house seats and 85 percent of all lower house seats were up for election. Nine legislative chambers in the five permanently-inhabited U.S. territories and the federal district of Washington, D.C. also held elections. The elections took place concurrently with several other federal, state, and local elections, including the presidential election, U.S. Senate elections, U.S. House elections, and gubernatorial elections.
Elections to state legislatures were held on November 2, 2004, alongside other elections. Elections were held for 85 legislative chambers, with all states but Louisiana, Mississippi, New Jersey, Alabama, Maryland, and Virginia holding elections in at least one house. Michigan and Minnesota held elections for their lower, but not upper houses. Six chambers in three territories and the District of Columbia were up as well.
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