Massachusetts law mandates that companies in the state have a staggered board, though companies can opt out of the law.
None of the recent votes on the staggered board have met that hurdle.
Applebee's has a staggered board, and only 4 of the 12 seats will be up for election at the annual meeting in 2007.
In publicly held companies, staggered boards have the effect of making hostile takeover attempts more difficult.
The use of a staggered board can minimize the impact of cumulative voting.
The San Francisco-based banking company, which lost $518 million in 1986, does not have a staggered board.
A staggered board, on which the directors come up for re-election at different times, is often used as an anti-takeover device.
A bylaws-based staggered board meets the interests of all sides.
With a staggered board, a victory would only get one- third of the seats, leaving the incumbents in control for another year.
In combination with a staggered board of directors, however, a shareholder rights plan can be a defense.
