Corporate governance best practice is to hold annual board elections (not staggered), yet staggered elections make for a pre-offer takeover defense mechanism. How should I view this contradiction?
The point of good corporate governance isn’t to deter takeovers. You wouldn’t give out golden parachutes to every exec as good corporate governance.
Takeover offers/proxy fights are generally seen as bad because the management gets trashed, but if the proxy fight/activist investor is representing the shareholders, having a staggered board makes it harder for the shareholders to take care of what they think is bad. That’s why it’s seen as bad corporate governance.