Federal Judge Rejects Vanguard’s $40 Million Class Settlement, Citing Better Outcome Under SEC Deal

Posted on May 23rd, 2025 at 3:00 PM
Federal Judge Rejects Vanguard’s $40 Million Class Settlement, Citing Better Outcome Under SEC Deal

From the Desk of Jim Eccleston at Eccleston Law

A federal judge has rejected a proposed $40 million class-action settlement with Vanguard, finding that the deal offered little to no real value to harmed investors compared to a separate settlement the firm reached with the Securities and Exchange Commission ("SEC"), according to Barron’s.

The dispute originated after corporate retirement plans moved out of Vanguard’s target-date funds in favor of lower-cost institutional options. This shift left retail investors with unexpected capital gains tax liabilities. Vanguard initially agreed to settle the resulting class action for $40 million, allocating over $13 million for plaintiffs’ attorneys’ fees. The U.S. District Court had granted preliminary approval of the settlement before new facts emerged.

Around the same time, Vanguard entered into a $135 million remediation agreement with the SEC and several state regulators for the same conduct. Notably, that agreement allowed Vanguard to reduce its SEC payment by $40 million if the court approved the class settlement. In effect, Vanguard’s total payout remained $135 million, but approval of the class settlement would divert a significant portion of the sum to attorneys’ fees, reducing the investors’ recovery.

As reported by Barron's, the court called this a “strange situation” and highlighted that rejecting the class settlement would result in a greater recovery for the investors through the SEC fund-- without deductions for legal fees and without requiring class members to waive any claims.

Following additional argument and briefing, Judge Murphy concluded that the proposed class settlement was neither fair, reasonable, nor adequate. He noted that approval would have primarily benefitted Vanguard and class counsel at the expense of the investors. By rejecting the deal, the court preserved investors' rights and guaranteed them at least the same financial recovery through the SEC agreement. 

The court has ordered the parties to file a status report by May 30.

Eccleston Law LLC represents investors and financial advisors nationwide in securities, employment, transition, regulatory, and disciplinary matters.

Tags: Eccleston, Eccleston Law

Return to Archive

TESTIMONIALS

Previous
Next

I want to thank you for your excellent professional representation. It was greatly appreciated.

Michael M.

LATEST NEWS AND ARTICLES

December 22, 2025
FINRA Overhauls Arbitration Rules to Rebalance Arbitrator Selection and Codify Forum Practices

The Financial Industry Regulatory Authority (FINRA) has approved significant amendments to its Codes of Arbitration Procedure designed to rebalance public arbitrator selection, increase transparency, and formalize several long-standing practices in the arbitration forum.

December 19, 2025
Industry Groups Press Senate at Advance Financial Exploitation Prevention Act

Several industry associations are urging the U.S. Senate to pass the Financial Exploitation Prevention Act, legislation that would allow mutual fund companies and their transfer agents to delay redemptions when they reasonably suspect elder financial abuse.

December 18, 2025
UBS Warns of Rising Default Risk in Private Credit

A UBS report signals that credit stress likely will intensify next year as borrowers confront inflation, elevated interest costs, and softening consumer conditions.