Background Materials
I. Background Materials for Keynote Session with Bill McNabb
- Investors: Getting to Know You and Your Governance, William F. McNabb III, March/April, 2015
- Vanguard’s Approach to Corporate Governance, September 2016
- Vanguard’s Responsible Investment Policy, September 2016
- Vanguard’s Governance and Executive Compensation Principles, September 2016
- Vanguard’s Proxy Voting Guidelines, September 2016
- Vanguard’s Engagement Efforts and Proxy Voting: An Update, September 2016
- Vanguard’s View: Social Concerns and Investing, September 2016
- Letter to the Independent Leaders of the Boards of Directors of the Vanguard Funds’ Largest Portfolio Holdings, William F. McNabb III, February 2015
II. Corporate Governance Principles
A. Commonsense Principles of Corporate Governance
- Commonsense Principles of Corporate Governance, July 2016
- Open Letter: Commonsense Principles of Corporate Governance, July 2016.
- Commonsense Governance Principles: Returning Governance to its “Commonsense” Roots, McDermott, Will & Emery LLP, July 2016
- The Commonsense Governance Principles: Who Was Missing from the Table?, Orrick, Herrington & Sutcliffe LLP, August 2016
- Glass Lewis Thoughts on the “Commonsense Principles of Corporate Governance,” Glass Lewis, August 2016
- It’s Commonsense to Have a U.S. Corporate Governance Code, The Conference Board, October 2016
B. Business Roundtable Principles of Corporate Governance
- Principles of Corporate Governance, Business Roundtable, September 2016
- Thoughts on the Business Roundtable’s Principles of Corporate Governance, McDermott, Will & Emery LLP, September 2016
III. Regulation of Proxy Advisors
- Taking the Ax to Corporate Accountability, Institutional Shareholder Services, Inc., July 2016
- Statement of Katherine H. Rabin, CEO of Glass, Lewis & Co., regarding H.R. 5983, the “Financial CHOICE Act of 2016,” Glass Lewis, September 2016 [excerpt]
- Letter from Ken Bertsch, Executive Director, Council of Institutional Investors, regarding Proposed Legislation Relating to Proxy Advisory Firms, CII, September 2016
- Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs, Orrick, Herrington & Sutcliffe LLP, July 2016
- Outsourcing Corporate Governance, Tao Li, September 2016
IV. Current Debates on the Allocation of Power between Boards and Shareholders
A. Reforms to Section 13(d) Rules
- Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules, Wachtell, Lipton, Rosen & Katz, March 2016
- The Brokaw Act’s Long-Term Consequences for Activists, Kleinberg Kaplan, April 2016
B. Takeover Defenses
- The IRR of No, Institutional Shareholder Services Inc., October 2014
- The Long-Term Value of the Poison Pill, Wachtell, Lipton, Rosen & Katz, December 2015.
- The Lifecycle of Firm Takeover Defenses, Jonathan Karpoff, August 2016
C. Special Meetings, Action by Writing Consents & Advance Notice Bylaws
- Special Meeting Proposals, Simpson Thacher & Bartlett LLP, August 2016
- Advance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder Nomination, Kirkland & Ellis LLP, August 2016
D. Universal Ballots
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
- Universal Proxy Ballot vs. Proxy Access: Which Leads to Better Board Accountability? Matt Orsagh, CFA, CIPM, March 2015
- Universal Proxies, Scott Hirst, Harvard Law School
V. Shareholder Proposals
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
- Letter to SEC on Rule for Shareholder Proposal Resubmissions, Business Roundtable, April 2015
- Exceptions to Rule 14a-8 Shareholder Proposals Exclusion, Wachtell, Lipton, Rosen, and Katz LLP, October 2015
- Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law [excerpt, pp. 488-491], Leo Strine, March 2014
- Shareholder Proposals Contested by Firm Management, Suraj Srinivasan, Eugene F. Soltes, and Rajesh Vijayaraghavan, June 2016
- Shareholder Proposal Settlements, Sarah Haan, June 2016