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2009年对外经贸大学法学基础综合试题(4)

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Another consequence of a classified board is that where an aggressor has acquired a majority of the outstanding shares or where a controlling interest in a corporation has been sold to outsiders, there may be a period during which directors elected by the prior shareholders are continued in office. Where the board consists of three classes, for example, a person becoming a majority shareholder cannot be assured of electing a majority of the board for more than two full years. In some instances classification has been proposed in publicly held corporations primarily for this reason even though the corporation does not have cumulative voting. This consequence does not arise where, as is usually the case today, the shareholders have power to remove directors without cause.
 


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