To what degree do your organization’s directors refrain from usurping business opportunities which the corporation is financially able to exploit?

To what extent have all directors disclosed to the board, in writing, all potential conflicts of interest and given detailed disclosures for actual conflicts of interest?

To what extent do your board members review written descriptions of each position’s responsibilities?

To what degree does your organization’s board fully document the business reason for  taking action that could adversely affect a minority of shareholders?

If the board is defending against a hostile takeover, how effective is your board at fully documenting the business reasons for the actions?

How would you rate your board’s ability to appoint a special litigation committee to ensure you resolve a shareholder demand without litigation successfully? 

To what extent does your board consult closely with an attorney if the corporation is near insolvency or if its authority has been suspended?

If in bankruptcy, how effective is your board at continuing the due diligence or the winding up process and at continuing to document the business reasons for all decisions?

How would you rate your directors at avoiding personal guaranties whenever possible?

To what extent are your directors accurate in written representations to customers, competitors, and government agencies, retaining experts for advice before completing the documents?

If the business provides customers high-exposure advice, how effective is your board at documenting all verbal warnings to the customer?

To what degree does your organization consult closely with counsel when making decisions affecting employee benefits?

If allowed by state law, to what extent will your board request shield and indemnification provisions in the articles of incorporation and bylaws for both directors and officers?

How effective is your organization at obtaining Directors and Officers Liability Insurance?

To what extent will board members be individually polled when completing warranty statements on insurance applications?

If allowed by state law, to what degree does the board request shield and indemnification provisions in the articles of incorporation and bylaws for both directors and officers?

How would you rate your organization’s review of the D&O and other liability policies with your organization’s insurance agent or broker to ensure maximum limits and coverage for internal claims?

How effective is your board at promptly notifying counsel and insurers of outsider complaints that may lead to litigation when appropriate?

To what degree does your organization ask in-house or outside counsel to provide a periodic “preventive maintenance” review of claim-prevention procedures?