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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
New Wave of Regulation S-K Amendments
In a nutshell On November 19, 2020, the U.S. Securities Exchange Commission (“SEC”) announced that it adopted final amendments under Regulation S-K and the related rules and forms in an effort to modernize, simplify and enhance certain financial disclosure requirements. In particular, the SEC eliminated the requirement for Selected Financial Data (Item 301), streamlined the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Financial reporting, Management, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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Common Ownership, Competition, and Top Management Incentives
The common ownership hypothesis suggests that when large investors own shares in more than one firm within the same industry, those firms may have reduced incentives to compete. Firms can soften competition by raising prices, reducing investment, innovating less, or limiting entry into new markets. Empirical contributions document the growing importance of common ownership and […]
Click here to read the complete postGlobal 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 Attorney-client privilege, Australia, Canada, Class actions, EU, Europe, Foreign firms, International governance, Israel, Japan, Morrison v. National Australia Bank Ltd., Securities litigation, Securities regulation
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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 Boards of Directors, ESG, Hedge funds, Institutional Investors, Mergers & acquisitions, Poison pills, Proxy fights, Repurchases, Shareholder activism, Short sales, Takeover defenses
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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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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Audits, Boards of Directors, PCAOB
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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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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director qualifications, Diversity, ESG, Index funds, Institutional Investors, Stewardship
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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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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged Asset management, Diversity, ESG, Human capital, Index funds, Institutional Investors
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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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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged COVID-19, Equity-based compensation, Executive Compensation, Human capital, Incentives, Pay for performance
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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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Posted in Boards of Directors, ESG, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, COVID-19, Cybersecurity, ESG, Institutional Investors, Money laundering, Privacy, Proxy advisors, Rule 10b-5, Securities fraud, Securities litigation, Shareholder suits
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