Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

How Does the Board Oversee ESG?

Now that you know what the board is overseeing when it comes to management’s development and execution of an ESG strategy, how exactly does the board go about overseeing these efforts? The board will have to consider a number of different topics/issues. Where responsibility lies: Because ESG strategy should align with business strategy and focus […]

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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications | Tagged , , , , , , , , , , | 1 Comment

Global Securities Litigation Trends

Introduction The landscape of global securities litigation is continuing to evolve rapidly. As explained in “Developments in Global Securities Litigation,” a white paper prepared by Dechert in 2018 and the subsequent July 2019 update, multinational companies must continue to brace for a new era of global securities litigation as they may be forced to defend […]

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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , , , | Comments Off on Global Securities Litigation Trends

2020 U.S. Shareholder Activism

A.  Pandemic’s Impact On Activism Strategies And Responses Shifting Focus of Activism Campaigns The impact of the COVID-19 pandemic on U.S. businesses has extended to shareholder activism—not only have activism levels decreased so far this year, but the strategies deployed by activists, and the ways issuers respond to these strategies, have also changed. After several […]

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Posted in ESG, Institutional Investors, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , , , | Comments Off on 2020 U.S. Shareholder Activism

Reducing PCAOB Authority Over Auditor Independence

Today [Nov. 19, 2020], we are considering amendments to our standards and rules on auditor independence. For over 150 years, the auditing profession has served as a gatekeeper for the financial disclosure process. At its core, the integrity of the audit has always depended upon an exacting standard of independence between audit firms and their […]

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A Continued Call for Boardroom Diversity

Vanguard has long advocated for diversity of experience, personal background, and expertise in the boardroom. Diverse groups make better decisions, and better decisions can lead to better results for shareholders over the long term. In 2017, we were a leader in advocating for gender diversity on boards. In 2019, we made more explicit our view […]

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Diversity in the Workplace

Vanguard’s views on diversity extend beyond the boardroom to leadership teams and workforces. As firms compete for employees with the right skills and experience, they face greater pressure on how they attract, develop, and retain their workforces. This post outlines our expectations of boards on a range of workforce diversity, equity, and inclusion matters, including […]

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2020 Key Executive Compensation and Employee Benefits Considerations

COVID-19 has, among other things, had an impact on executive compensation and employee benefits, and given rise to a number of new issues and considerations. These compensation issues present challenges for companies seeking to incentivize and retain key employees in the midst of the current economic conditions while balancing competing responsibilities to various stakeholders. Below […]

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Event Driven Securities Litigation

Social and environmental disasters, such as the #MeToo movement, the Deepwater Horizon oil spill, the opioid crisis, data privacy breaches with a vast number of companies such as Yahoo! Inc., Equifax, Inc., are well covered events in the news. These events impact peoples’ lives and many perceive a correlation between these events and civil litigation […]

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Weekly Roundup: December 11–17, 2020

SEC Adopts Amendments to Permit the Use of Electronic Signatures Posted by Kenneth M. Silverman and Zachary E. Freedman, Olshan Frome Wolosky LLP, on Friday, December 11, 2020 Tags: Disclosure, EDGAR, Filings, Financial reporting, Rule 302(b), SEC, SEC rulemaking, Securities regulation Board Considerations for an Uncertain 2021 Posted by Holly J. Gregory, Sidley Austin LLP, on Friday, December 11, 2020 Tags: Board composition, Board turnover, Boards of Directors, Corporate […]

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Statement on Adoption of Resource Extraction Disclosure Rules

Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on December 16, 2020, under the Government in the Sunshine Act. Today, we take another step in a winding, resource-consuming, decade-long journey to implement Section 1504 of the Dodd-Frank Act. In 2010, Section 1504 added Section 13(q) to the Securities Exchange […]

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , | Comments Off on Statement on Adoption of Resource Extraction Disclosure Rules