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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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