This form is a due diligence questionnaire that pertains to the preparation and filing of the Registration Statement. It is necessary that the company be supplied with answers to the questions in this questionnaire from directors, officers (and prospective directors and officers) of the company and certain beneficial owners of any class of "voting securities" of the company.
Delaware Questionnaire for Directors Officers and Certain Other Individuals Public Offering
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How to fill out Questionnaire For Directors Officers And Certain Other Individuals Public Offering?
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Also known as a D&O questionnaire. A questionnaire distributed by the company to its directors and officers during an initial public offering or during preparation of a registration statement on Form S-1 or the company's Form 10-K and proxy statement.
The short-swing profit rule, also known as the Section 16b rule, is an SEC regulation that prevents insiders in a publicly traded company from reaping short-term profits.
The statements on the D&O questionnaires are designed to fully capture all business relationships that board directors, officers and principal shareholders have. D&O questionnaires ensure independence and require pertinent parties to disclose conflicts of interest.
This Questionnaire is being distributed to (i) all persons who are directors (and nominees for election of directors, if any) of the Company, (ii) all persons who are or will be officers of the Company, (iii) each person who will own of record or beneficially more than 5% of any class of voting securities of the
Section 16(a) of the Exchange Act requires that directors and officers of a company that has a class of securities registered under Section 12 of the Exchange Act (a public company), as well as persons who beneficially own more than 10% of any class of equity security (other than an exempted security) which is
Section 16 Officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to the Company.
Why Do Boards Need to Fill Out D&O Questionnaires? D&O questionnaires are needed to ensure that the company is able to accurately comply with its proxy disclosure requirements and regulatory oversight obligations.
Section 16(b) Officer means an officer of the Company who is subject to the short-swing profit recapture rules of section 16(b) of the 1934 Act.
Section 16 only covers certain named executive officers, including the (i) president and principal executive officer; (ii) any vice president in charge of a principal business unit, division or function; (iii) principal financial officer; (iv) principal accounting officer; and (v) any other person who performs similar