If one of your clients is considering joining a public company board, or if you work with a company that’s looking to add a new director, this Bryan Cave memo offers some helpful advice to prospective directors and companies about some of the areas that should be investigated during the due diligence process. Here’s the intro:

Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the responsibilities and potential risks. Likewise, companies should consider assembling relevant briefing materials for potential candidates to streamline the process, potentially along with an NDA if they intend to share any confidential information, including by making directors or the auditors available for discussions.

Candidates should also be prepared to share relevant information with the company, or its search consultant, including consents to background checks and questionnaires.

Specific areas of inquiry for director candidates include legal and fiduciary duties, company health and reputation, board dynamics and governance, company strategy and outlook, board compensation, and time commitment, skills and experience fit. Topics for companies to explore include biographical data, independence and related party transactions, competitive overlaps, potential conflicts of interest, and legal and regulatory matters.

– John Jenkins