| name | director-officer-questionnaire |
| title | Director and Officer Questionnaire |
| description | Drafts Director and Officer (D&O) questionnaires for SEC disclosure compliance under Reg S-K Items 401, 402, 404, and 407. Covers biographical data, board service, conflicts of interest, related party transactions, legal proceedings, and beneficial ownership. Use when preparing annual proxy questionnaires, pre-IPO governance documentation, M&A due diligence packages, or independence assessments. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/director-officer-questionnaire |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
Director and Officer Questionnaire
Drafts structured D&O questionnaires for SEC filings, proxy statements, conflict assessments, and transaction due diligence.
Quick Start
Gather before drafting:
- Company profile — public/private, exchange listing, regulated industry status
- Prior questionnaires — existing D&O questionnaires, proxy statements, Form 10-K bios
- Governance docs — articles, bylaws, code of ethics, related party transaction policy, insider trading policy
- Disclosure baseline — latest proxy statement, director/officer roster, committee assignments
- Purpose — annual proxy, IPO prep, M&A due diligence, or governance record
Questionnaire Sections
Cover Page
- Company name, questionnaire purpose, submission deadline, designated contact
- Confidentiality notice: information may appear in SEC filings, be shared with auditors/counsel/counterparties
- Continuing obligation: report material changes within 5 business days
Key Definitions
| Term | Definition |
|---|
| Immediate family | Spouse, domestic partner, parents, stepparents, children, stepchildren, siblings, in-laws, household members (excl. tenants/employees) |
| Beneficial ownership | Direct + indirect ownership per Rule 13d-3 including trusts, family, controlled entities |
| Related party transaction | Transaction exceeding threshold where related person has direct/indirect material interest (Item 404) |
| Material | Information a reasonable shareholder would consider important; err toward disclosure |
I — Personal and Identifying Information
- Full legal name; former names/aliases (past 10 years)
- Business address (public filings); residential address (confidential)
- Contact info; DOB; citizenship/residency
- Tax ID/SSN (limited use — store under data security controls)
- Family relationships with other directors, officers, >5% shareholders (Item 401(d))
II — Professional Background
- Current role: title, appointment date, reporting relationships, material changes in past fiscal year
- Employment history — 10 years (5 years required by Item 401(e); 10 recommended for due diligence)
- Education, professional licenses, bar admissions (include disciplinary history)
