Cooley D+O: FAQ

Cooley D+O is a cutting-edge digital platform developed by Cooley LLP to simplify and streamline the directors’ and officers’ (D&O) questionnaire process. It is designed to make the D&O questionnaire experience more efficient and collaborative, creating an innovative corporate governance solution for our public company clients.

Cooley D+O is available at no cost for Cooley’s public company clients. We are committed to providing exceptional value to our clients and have made this platform available as an exclusive value-added service.

Cooley D+O offers several key advantages over traditional D&O questionnaires. It streamlines the process, enabling efficient collaboration between clients and Cooley lawyers. It also automates over time – preserving questionnaire data year over year so that information is automatically repopulated, as well as providing real-time visibility and enhanced data accuracy and security.

If you’re a Cooley public company client and are interested in using the platform, please reach out to your Cooley lawyer to initiate access.

Data security is a top priority. Cooley D+O is designed with robust security measures to protect your company’s sensitive information. Our platform complies with industry best practices, ensuring the confidentiality and security of your data.

Cooley D+O is designed to be accessible from any device with an internet browser and can be used from any location. This flexibility allows you to manage your D&O questionnaires efficiently, whether you are in the office, working remotely or on the go.

At this time, Cooley D+O does not support annual questionnaires for FPIs that file reports with the Securities and Exchange Commission (SEC) on foreign forms (Form 20-F, Form 40-F, Form 6-K, etc.). However, foreign incorporated companies that file reports with the SEC on domestic forms (Form 10-K, Form 10-Q, Form 8-K, etc.) can use Cooley D+O to complete their annual D&O questionnaires.

The standard questions included in the annual questionnaire cannot be changed, but companies can add custom questions to their questionnaires. One of the key features of Cooley D+O is that each questionnaire is customized to the company’s particular circumstances based on the company’s inputs when setting up the questionnaire.

Currently, the annual proxy questionnaire is the only questionnaire available. We are developing additional questionnaires to be released in a future update.

Not at this time. After the company completes its initial public offering, it can use Cooley D+O to complete the annual proxy questionnaire in advance of its first proxy statement filing. In the future, we expect to expand Cooley D+O functionality to cover the IPO process.

Private companies are not subject to the SEC’s disclosure rules or the rules of any stock exchange. The only questionnaire available on Cooley D+O at this time is the annual proxy questionnaire that relates to the SEC’s, New York Stock Exchange’s and Nasdaq’s disclosure requirements for proxy statements and annual reports filed by public companies.

We are committed to providing outstanding support. If you encounter any issues or have questions while using Cooley D+O, our dedicated support team is available to assist you. You can reach out to connectsupport@cooley.com for any operational inquiries.

Cooley D+O is proprietary to Cooley and was built in house. It is not associated with any other publicly available D&O questionnaire solution.