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Women are starkly underrepresented on corporate boards and more generally in leadership positions. Hillary Clinton’s U.S. presidential campaign and movements like #MeToo have recently attracted lots of attention to gender equality issues. As a result, biases, stereotypes, and female under-representation in leadership positions are widely debated. In our recent working paper, we ask to what extent public attention to gender equality problems helps to reduce gender biases and stereotypes and to advance female representation in…
Integrated reporting is a business process that culminates in the publication of a report that explains how an organization creates value over the short-, medium-, and long-term. In terms of content and time horizon, an integrated report is similar to a company’s long-term plan. The first integrated reports were published in the early 2000s by corporate pioneers that did not have generally accepted standards or a common framework to guide the preparation of their reports.…
On April 8, 2019, the Federal Reserve proposed a broad overhaul of the 2011 regulations governing resolution planning (the “Proposal”)[1], which would significantly reduce the frequency of submissions and simplify requirements for many resolution plans.  The Proposal would modify the existing rule to incorporate the experience gained since the first plans were filed in 2013 to target planning efforts on key resolvability issues, while codifying the focus on the eight U.S.…
Lord Denning, a highly quotable British judge, once remarked: “As a moth is drawn to the light, so is a litigant drawn to the United States.”[1] Some reasons for this strong attraction are obvious: (1) the U.S. (and only a few other nations) authorize opt-out class actions; (2) the U.S. permits (and generously awards) contingent fees; (3) the U.S. has no “loser pays” rule (and most other countries do); and (4) the U.S. uses…
Good afternoon. I hope you are enjoying this year’s edition of SEC Speaks, which gives the public a good overview of all the work that is going on at the Commission.[1] In the Office of the Investor Advocate, we track all of these issues, as well as the activities of the self-regulatory organizations, and this conference can give you some idea of the breadth of issues that are covered by the phenomenal staff in…
What does boardroom culture yield when a board commits to a broad embrace of diversity—including diversity of gender, ideas, ethnicity, race, education, age, and skills?  Do chances improve for decisions that help lead the company to maximize its potential and meet its leadership responsibilities?  And if so, how? Given all the research data about boardroom diversity, it’s tempting to turn to data for answers.  Yet data are limited in what they can tell us about…
In a recent paper, we explore EU law covering EU cross-border mergers. These are typically more difficult and costlier than purely national mergers. Additionally, political hurdles can exist. In a time of global political and institutional transformations away from open markets and towards protectionism, the opposition to takeovers and mergers based on public interest considerations, such as national security, sees a revival. This trend towards protectionism, together with a focus on industrial policy, has…
Blockchain technology continues to be a lively topic of conversation in legal, business and technology circles. This includes heated debates about whether and when the technology will deliver on its many promises and how the most common applications employing blockchain—that is, cryptocurrencies and other types of digital tokens—should be regulated in the United States and globally. Despite having experienced “crypto winter”—including a precipitous drop in cryptocurrency values, persistent skepticism about blockchain applications and a growing…
The advent of the “shareholder rights plan,” more popularly known as the “poison pill,” fundamentally altered the trajectory of American corporate governance. Intended to defend vulnerable boards from corporate raiders, the poison pill was embraced by U.S. managers in the 1980s as a lifeline in a sea of hostile takeovers. When pundits predicted an imminent wave of hostile takeovers in Japan in the mid-2000s, Japanese boards appeared to embrace the poison pill with equal enthusiasm.…
On March 27, 2019, journalists affiliated with Reuters reported that the Kunlun Group (“Kunlun”), a China-based tech firm, was preparing to sell its wholly owned subsidiary, Grindr, after the Committee on Foreign Investment in the United States (“CFIUS”) informed the group that Kunlun’s continued ownership of Grindr constituted a national security risk.  This forced divestiture of Grindr is a pointed reminder that CFIUS remains focused on protecting the sensitive personal data of U.S. citizens, has…