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Role of law departments regarding D&O questionnaires for members of the Board of Directors

Publicly-traded companies periodically ask their Directors to complete a questionnaire about their independence. One use for the information is to maintain Directors & Officers insurance coverage. Some companies perform the check up more than once a year. For this post, the question is whether the general counsel should be responsible for this corporate governance, primarily administrative task.

No doubt a lawyer should review the results if there is any Director involvement that deserves scrutiny. No doubt a lawyer should make sure that the information gathered from Directors complies with whatever statutes and regulations require. Big doubts, however, whether this quasi-legal task ought to land on the plate of the law department (See my post of April 9, 2008: quasi-legal tasks with 14 references.).

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