director-officer-questionnaire

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:

1. Company profile — public/private, exchange listing, regulated industry status
2. Prior questionnaires — existing D&O questionnaires, proxy statements, Form 10-K bios
3. Governance docs — articles, bylaws, code of ethics, related party transaction policy, insider trading policy
4. Disclosure baseline — latest proxy statement, director/officer roster, committee assignments
5. 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)