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Director Officer Questionnaire

Draft D&O Questionnaires in Minutes, Not Hours

12 minutes with CaseMark

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Director Officer Questionnaire

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Director Officer Questionnaire

Overview

CaseMark's Director & Officer Questionnaire skill uses AI to draft comprehensive D&O questionnaires aligned with SEC Regulation S-K disclosure requirements. It covers biographical data, board service, conflicts of interest, related party transactions, legal proceedings, beneficial ownership, and independence assessments — producing a complete, structured questionnaire ready for counsel review and distribution.

Drafting Director and Officer questionnaires is a painstaking, detail-intensive process that requires cross-referencing multiple SEC regulations, company governance documents, and prior filings. Legal teams spend hours ensuring every Reg S-K disclosure requirement is addressed, definitions are precise, and sensitive data handling protocols are properly documented — often recreating the wheel each proxy season or transaction cycle.

CaseMark automates the drafting of comprehensive D&O questionnaires by analyzing your company profile, governance documents, and prior filings against current SEC disclosure requirements. The AI generates a complete, structured questionnaire covering all critical sections — from biographical data and beneficial ownership to related party transactions and independence assessments — ready for counsel review and customization in minutes.

How it works

  1. 1. Upload your company governance documents, prior questionnaires, and director/officer roster

  2. 2. AI analyzes your inputs against Reg S-K Items 401, 402, 404, and 407 requirements

  3. 3. Review and customize the generated questionnaire sections for your specific needs

  4. 4. Export the finalized D&O questionnaire in your preferred format (DOCX, PDF)

What you get

  • Cover Page with Confidentiality Notice and Deadlines

  • Key Definitions (Immediate Family, Beneficial Ownership, Related Party, Materiality)

  • Personal and Identifying Information Section

  • Professional Background and Board Service Section

  • Conflicts of Interest and Related Party Transactions Section

  • Beneficial Ownership and Legal Proceedings Section

  • Board Independence and Committee Qualification Assessment

What it handles

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

  • Biographical data and professional background collection structured for SEC filings

  • Related party transaction and conflict of interest disclosure frameworks

  • Beneficial ownership and family relationship mapping per Rule 13d-3

  • Board independence and committee qualification assessments

  • Customizable cover page with confidentiality notices and continuing obligations

Required documents

  • Company Governance Documents

    Articles of incorporation, bylaws, code of ethics, related party transaction policy, and insider trading policy

    .pdf, .docx

  • Prior Questionnaires or Proxy Statements

    Existing D&O questionnaires, most recent proxy statement, or Form 10-K biographical sections

    .pdf, .docx

  • Director and Officer Roster

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

    .pdf, .docx, .xlsx

Supporting documents

  • Committee Charters

    Audit, compensation, and nominating committee charters for independence qualification questions

    .pdf, .docx

  • Beneficial Ownership Reports

    Prior Schedule 13D/13G filings or Section 16 reports for ownership disclosure baseline

    .pdf, .docx

  • Transaction Documents

    M&A agreements or IPO prospectus drafts if the questionnaire is being prepared for a specific transaction

    .pdf, .docx

Why teams use it

Reduce D&O questionnaire drafting time from hours to minutes while ensuring comprehensive SEC disclosure coverage

Eliminate the risk of missing critical disclosure areas across Reg S-K Items 401, 402, 404, and 407

Automatically incorporate your company's governance policies, bylaws, and prior questionnaire formats

Adapt instantly to different use cases — annual proxy, IPO prep, M&A due diligence, or independence reviews

Questions

Which SEC disclosure requirements does this questionnaire cover?

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

Can I use this for IPO preparation or M&A due diligence?

Absolutely. CaseMark generates questionnaires tailored to your specific purpose, whether it's annual proxy preparation, pre-IPO governance documentation, M&A due diligence packages, or standalone independence assessments. Simply indicate the purpose when uploading your documents.

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 Tax IDs and SSNs. The questionnaire structure follows best practices for confidential handling, and you can customize confidentiality notices and data retention language before distribution.

Can I customize the questionnaire for my company's specific policies?

Yes. CaseMark incorporates your company's existing governance documents, related party transaction policies, insider trading policies, and bylaws to tailor the questionnaire. You can further edit any section before exporting the final document.

How current are the regulatory requirements reflected in the questionnaire?

CaseMark's D&O Questionnaire skill is built on current SEC disclosure requirements under Regulation S-K. The generated questionnaire includes key definitions aligned with Rule 13d-3 beneficial ownership standards and Item 404 related party transaction thresholds. As with all legal documents, we recommend final review by securities counsel.

Does this replace the need for legal counsel review?

CaseMark dramatically accelerates the drafting process, but the generated questionnaire should be reviewed by qualified securities counsel before distribution. The AI provides a comprehensive, regulation-aligned starting point that reduces drafting time from hours to minutes while ensuring no critical disclosure areas are missed.

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