Try Para
← All workflows

Director Officer Questionnaire

Draft D&O Questionnaires for SEC Compliance in Minutes

12 minutes with Para

Explore this workflow

Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

12 minutes with Para

What you'll need

  • Company Profile & Governance Documents
  • Prior Questionnaires or Proxy Statements

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's D&O Questionnaire skill uses AI to draft comprehensive Director and Officer questionnaires aligned with SEC disclosure requirements under Regulation S-K. It generates structured, ready-to-distribute questionnaires covering biographical data, professional history, related party transactions, beneficial ownership, legal proceedings, and board independence — saving corporate legal teams hours of manual drafting and ensuring consistent compliance coverage.

Drafting D&O questionnaires is a time-intensive, detail-heavy process that requires careful alignment with multiple SEC disclosure requirements. Corporate legal teams often spend hours manually assembling questions, cross-referencing prior filings, and ensuring nothing is missed — all under tight proxy season deadlines. Inconsistencies between questionnaire cycles can lead to disclosure gaps and regulatory risk.

CaseMark automates the drafting of D&O questionnaires by analyzing your company profile, governance documents, and prior filings to generate a comprehensive, SEC-compliant questionnaire in minutes. The AI ensures every required disclosure area is covered — from biographical data and related party transactions to independence assessments — while allowing full customization for your specific use case and company structure.

How to hand this to Para

  1. 1. Send Para the files

    Email them, drop them in a Teams or Slack message, or upload them.

  2. 2. Para runs the Director Officer Questionnaire skill

    It works from your files and checks its citations against the record.

  3. 3. The finished document comes back

    Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack
Para, run the Director Officer Questionnaire skill for the Garcia matter. I've attached the Company Profile & Governance Documents and Prior Questionnaires or Proxy Statements. Send the finished draft back here as a DOCX.

What Para does

  1. 1. Upload your company profile, governance documents, and any prior questionnaires or proxy statements
  2. 2. AI analyzes your documents and drafts a comprehensive D&O questionnaire tailored to applicable SEC disclosure requirements
  3. 3. Review and customize sections, definitions, and disclosure thresholds to match your company's needs
  4. 4. Export the finalized questionnaire in your preferred format (DOCX, PDF) for distribution to directors and officers

What you get

  • Cover Page with Confidentiality Notice

  • Key Definitions and Disclosure Standards

  • Personal and Identifying Information Section

  • Professional Background and Board Service Section

  • Related Party Transactions and Conflicts of Interest Section

  • Beneficial Ownership and Family Relationships Section

  • Legal Proceedings and Regulatory History Section

  • Board Independence and Committee Qualifications Section

  • Certification and Signature Block

What it handles

  • Comprehensive questionnaire sections covering Reg S-K Items 401, 402, 404, and 407

  • Biographical data and professional background collection templates

  • Related party transaction and conflict of interest disclosure questions

  • Beneficial ownership and family relationship mapping

  • Board independence and committee qualification assessments

  • Customizable cover page with confidentiality notices and continuing obligations

Required documents

  • Company Profile & Governance Documents

    Articles of incorporation, bylaws, code of ethics, related party transaction policy, and other governance documents that define the company's structure and policies

    .pdf, .docx

  • Prior Questionnaires or Proxy Statements

    Previous D&O questionnaires, proxy statements, or Form 10-K biographical sections to establish a disclosure baseline

    .pdf, .docx

Supporting documents

  • Director and Officer Roster

    Current list of directors and officers with titles, committee assignments, and appointment dates

    .pdf, .docx, .xlsx

  • Insider Trading Policy

    Company's insider trading policy for reference in beneficial ownership and trading window sections

    .pdf, .docx

  • Prior SEC Filings

    Recent Form 10-K, DEF 14A, or other SEC filings for cross-referencing existing disclosures

    .pdf, .docx

Why teams use it

Reduce questionnaire drafting time from hours to minutes while maintaining comprehensive SEC disclosure coverage

Ensure consistent compliance with Reg S-K Items 401, 402, 404, and 407 across every questionnaire cycle

Customize questionnaires for annual proxy, IPO, M&A, or governance assessment purposes with a single workflow

Minimize disclosure gaps and omission risk with AI-driven question generation based on current regulatory requirements

Questions

Which SEC disclosure requirements does this questionnaire cover?

CaseMark's D&O questionnaire covers Regulation S-K Items 401 (biographical and legal proceedings), 402 (executive compensation), 404 (related party transactions), and 407 (corporate governance and board independence). The questionnaire is structured to capture all information needed for proxy statement and Form 10-K disclosures.

Can I customize the questionnaire for different use cases like IPOs or M&A?

Absolutely. CaseMark tailors the questionnaire based on your stated purpose — whether it's an annual proxy cycle, pre-IPO governance preparation, M&A due diligence, or a standalone independence assessment. Sections and questions are adjusted to match the specific disclosure context.

How does CaseMark handle sensitive personal information like SSNs?

CaseMark's generated questionnaires include appropriate data security controls and limited-use designations for sensitive fields like Social Security numbers. The questionnaire flags these fields with confidentiality notices and recommends secure storage protocols consistent with best practices.

Does the questionnaire address related party transactions and conflicts of interest?

Yes. CaseMark generates detailed questions covering Item 404 related party transactions, including materiality thresholds, direct and indirect interests, and family relationships. The questionnaire also addresses broader conflict of interest scenarios and cross-references your company's related party transaction policy.

Can I use prior year questionnaires to pre-populate the new draft?

Yes. By uploading prior D&O questionnaires or proxy statements, CaseMark can reference existing biographical data, committee assignments, and disclosure baselines to generate a more targeted and efficient questionnaire for the current cycle.

Is this suitable for both public and private companies?

CaseMark adapts the questionnaire based on whether your company is publicly traded, pre-IPO, or private. Public company questionnaires include full SEC disclosure requirements, while private company versions can be streamlined for governance best practices or transaction-specific due diligence needs.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Master 30(b)(6) Depositions in Minutes, Not Hours

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours