Corporate legal and governance events logged as they are filed: disclosures and restatements, settlements and consent orders, board changes, say-on-pay results and contested vote outcomes. Entries include penalty amounts and effective dates when public. Suited to counsel, governance analysts and investors monitoring specific issuers.
Directors and officers insurance protects the people running the company — with Side A protecting individuals where the company cannot indemnify, the layer that matters most.
Foreign issuers face delisting when their auditors cannot be inspected by the PCAOB for two consecutive years — the mechanism that drove Chinese state firms off U.S. exchanges.
A properly formed independent special committee plus a majority-of-the-minority vote can restore business-judgment review — but only before economic negotiations begin.
Transactions with directors, officers and 5-percent holders must be disclosed under Item 404 and reviewed under exchange rules — before, not after, they close.
The Hart-Scott-Rodino Act requires most significant deals to be notified and to wait — and closing early or coordinating before closing are separately punishable.