The Boardroom Alpha platform surfaces potential red flags at the corporate and executive level to help subscribers quickly identify risks. The below is a listing of red flags that they Boardroom Alpha platform surfaces for its users.
Accountants
| Independent Registered Public Accountant Dismissed | Independent Registered Public Accountant Dismissed |
| Independent Registered Public Accountant Resigned | Independent Registered Public Accountant Resigned |
Activism
| Contested Proxy | Company has a contested proxy filed |
| High Activism Vulnerability Score | BA Activism Vulnerability Score > 75 |
| Cooperation Agreement | Execution of a cooperation agreement between a target company and an activist investor. |
Bankruptcy
| Company Bankruptcy | Company has filed for brankruptcy |
| Person bankruptcy history | Person was board member or officer of a company who filed bankruptcy |
Earnings
| Earnings guidance withdrawn | Company withdraws previous earnings guidance |
Governance
| Overboarding Risk |
Directors are considered overboarded at a company if either of the following criteria are met:
|
| Classified Board | If a company's board of directors are classified and not elected annually |
| Multi-class shares | Company has share classes with different voting rights |
| No lead independent director | If the company's board chair is non-independent and there is no lead independent director |
| Chairman is not independent | The company's chairman is non-independent |
| Entrenched Board |
More than 35% of a board has a tenure > 15 years OR 4 or more directors with a tenure > 15 years OR 4 or more directors are aged 70 or higher OR more than 22% of the board has a tenure > 15 years AND more than 15% of the board is aged 70 or higher |
| Potential Share Pledging | Company potentially allows the pledging of its own shares for personal use |
| Limited Outside Board Experience |
Less than 1/3 of board has public company experience of over 2 years at 1 or more companies
|
Insider Trading
| Insider's selling more than 2.5x more than sector median | Over previous 12 months |
| Significant profiting from company Insiders | Share price has underperformed since insider sales, across multiple insiders |
Judgements
| SEC Enforcement Related | SEC enforcement judgement levied against the company |
| Class Action Filed | Class action lawsuit filed against the company |
Exchange Listing Rule Violations
| Listing Rule Violation: Average Closing Price Rule | Classified via SEC Filings |
| Listing Rule Violation: Failed to File Annual/Quarterly Report | Classified via SEC Filings |
| Listing Rule Violation: Market Value of Listed Securities Rule | Classified via SEC Filings |
| Listing Rule Violation: Market Value of Publicly Held Shares Rule | Classified via SEC Filings |
| Listing Rule Violation: Minimum Bid Rule | Classified via SEC Filings |
| Listing Rule Violation: Minimum Net Income Rule | Classified via SEC Filings |
| Listing Rule Violation: Minimum Public Holders Rule | Classified via SEC Filings |
| Listing Rule Violation: Minimum Stockholder Equity Rule | Classified via SEC Filings |
| Listing Rule Violation: No Annual Meeting | Classified via SEC Filings |
Market Performance
| Underperformance | Company's stock has underperformed its most relevant market index over the given time period |
| All time low | Company's stock closed at an all-time low price |
| 52-week low | Company's stock closed at a 52-week low price |
| Significant stock drops | Flags major one-day net stock drops for companies over its history, > 15% |
| Material stock drops | Flags major one-day net stock drops for companies over its history, 5 -15% |
Executive Tenures
| Involuntary Leave | Person was asked to leave involuntarily |
| Immediate Resignation | Person immediately resigned |
| Short Tenure | CEO / CFO tenure < 2 years |
| Executive terminations | Company terminated an executive or director |
Say-On-Pay
| Failed Vote | Say-on-pay vote received < 50% in favor |
| Negative Vote | Say-on-pay vote received < 90% in favor |
SEC Correspondence & SEC Investigations
| CORRESP | Correspondence from the company to the SEC |
| UPLOAD | Correspondence uploaded from the SEC to the company |
| SEC Investigation Related | Filing pertaining to an SEC investigation |
SPACs (Special Purpose Acquisition Company)
| High SPAC Redemptions | > 50% of a given SPAC's trust was redeemed |
| Sponsor High SPAC Redemptions | SPAC Sponsor has had a SPAC with > 50% redemptions |
| Low Sponsor Returns | Sponsor has a DeSPAC with lower than -30% returns since DeSPAC |
| Terminated Deal | SPAC has had a terminated definitive agreement |
SEC Filings Related RED FLAGS
| Abnormally High 8-K Filings | Abnormally High 8-K Filings |
| Amended Filing in Last Year | Amended Filing in Last Year |
| Cooperation Agreement | Cooperation Agreement |
| Deceased Person Disclosure | Deceased Person Disclosure |
| Dividend Suspension/Withdrawn | Dividend Suspension/Withdrawn |
| Earnings guidance withdrawn | Earnings guidance withdrawn |
| Executive terminations | Executive terminations |
| Failed to file annual/quarterly report | Failed to file annual/quarterly report |
| Furlough/Layoffs | Furlough/Layoffs |
| GSA-OIG Investigation Related | GSA-OIG Investigation Related |
| HHS-OIG Investigation related | HHS-OIG Investigation related |
| HUD - OIG Investigation Related | HUD - OIG Investigation Related |
| Involuntary Leave | Involuntary Leave |
| Merger Agreement | Merger Agreement |
| Office of Global Security Risk | Office of Global Security Risk |
| Potential Share Pledging | Potential Share Pledging |
| Section 220 Disclosure | Section 220 Disclosure |
| State Dept. OIG Investigation | State Dept. OIG Investigation |
| Terminating Review | Terminating Review |
| Universal Proxy Related | Universal Proxy Related |
| Unresolved Comments | Unresolved Comments |
| Upcoming Merger Approval Vote | Upcoming Merger Approval Vote |
| VA-OIG Investigation Related | VA-OIG Investigation Related |
| Warrant Redemption | Warrant Redemption |
| Workforce Reduction | Workforce Reduction |
| Executive terminations | Executive terminations |
| ISS/Glass-Lewis Recommendation | ISS/Glass-Lewis Recommendation |
| Material Failure In Submission | Material Failure In Submission |
| People Moves | People Moves |
| PPP Loan | PPP Loan |
| Rule 10b5-1 Entered | Rule 10b5-1 Entered |
| Short Tenure | Short Tenure |
Comments
0 comments
Please sign in to leave a comment.