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.
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.
SEC Rule 13e-3 treats management and controller buyouts as inherently conflicted — requiring full disclosure of purposes, alternatives and fairness analyses.
Since 2023, listed companies must recover incentive pay tied to misstated financials — no fault required — under Rule 10D-1 and exchange listing standards.
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.