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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
First COVID-19 M&A Decision
A number of cases are currently pending in various courts relating to whether, under an acquisition agreement signed prior to the COVID-19 pandemic, the effects of the pandemic and the target company’s responses to it constituted a “material adverse effect” and/or a breach of the covenant requiring the company to operate in the ordinary course […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Deleting Misconduct: The Expungement of BrokerCheck Records
BrokerCheck, a public-facing website maintained by financial regulators, provides employment and disciplinary history for all US-registered securities brokers in an easy-to-search format. There are many indications that the website is well utilized and provides important information that can be used to predict broker misconduct (Qureshi and Sokobin, 2015; Egan, Matvos, and Seru, 2019). However, BrokerCheck […]
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Posted in Academic Research, Financial Regulation, Securities Litigation & Enforcement
Tagged Broker-dealers, Financial regulation, Financial technology, FINRA, Misconduct, Reputation, Securities enforcement
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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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