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60 Drake L. Rev. Discourse 1 (2012)

handle is hein.journals/dralours1 and id is 1 raw text is: THE IOWA BUSINESS CORPORATION ACT'S STAGGERED BOARD REQUIREMENT FOR PUBLIC CORPORATIONS: A HOSTILE TAKEOVER OF IOWA CORPORATE LAW? Matthew G. Dor* TABLE OF CONTENTS I. In tro d u ctio n ............................................................................................... 1 II. Background: The Battle for Casey's General Stores, Inc ............... 4 III. Mandatory Staggered Boards for Iowa Public Corporations a.k.a. the C asey's B ill. ...................................................................... 5 A. Legislative Precedents From Other Jurisdictions ..................... 7 B . The Policy A rgum ents ................................................................. 8 C . The C om prom ise ............................................................................ 8 IV . C onclusion ......................................................................................... 12 I. INTRODUCTION In corporation law, a staggered or classified board of directors is one that is divided into two or three groups, with directors in each group serving staggered multi-year terms.' Three classes of directors are typical, with members of each class serving a three-year term, but only one class standing for election at each annual meeting, similar to the election pattern for U.S. Senators.2 Proponents argue that a staggered board promotes continuity, stability, and independence on the part of corporate leadership better than the traditional unitary board structure with annual * Richard M. and Anita Calkins Distinguished Professor, Drake University Law School; B.A., Rice University, 1981; J.D., University of Texas Law School, 1984. Special thanks to Drake Law School Reference Librarian Rebecca Lutkenhaus for her research assistance, and to Dean Allan Vestal and Professor David Walker for their helpful comments on an earlier draft of this article. Any errors are my own. 1. Rivka Weill, Declassifying the Classified, 31 DEL. J. CORP. L. 891, 895 (2006). 2. Id.; see U.S. CONST. art. I, § 3, cl. 2 (providing the staggered election process for U.S. Senators).

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