Directors’ and Officers’ Insurance (D&O), protects organizations from Derivative Lawsuits, Non-Derivative Lawsuits, and associated legal expenses. Directors and Officers have a personal responsibility in ensuring that the corporation they serve operates within the laws that govern corporate behaviour. Forming a limited liability corporation does not grant immunity to directors and officers from certain liability exposures.

Standard D&O policies provide coverage for the following:

  • Defense expense and payments that arise from claims against Directors and/or Officers when the costs cannot be indemnified by the company.
  • Company reimbursement coverage. This coverage reimburses the company for the costs of paying claims made against the Directors and/or Officers.
  • Provides coverage for claims when the company itself is a defendant in the claim.

Additional D&O Insurance Considerations include:

  • Public Policy Exclusions
  • Conduct (Fraud & Dishonesty)
  • Fines and Penalties
  • Underwriting Exclusions
  • Major Shareholder Exclusion
  • Insured vs. Insured Exclusion
  • Pending and Prior Litigation Exclusion
  • Securities Claims Exclusions
  • Employment Practices Liability
  • Contractual Liability
  • Additional Clauses
  • Cancellation of Policy. Restricts the ability of the insurer to cancel the policy mid-term.
  • Entity Security Coverage
  • Priority of Payments
  • Spousal Liability
  • Extended Reporting Period
  • Employees as Co-Defendant Coverage
  • Defense Costs Allocation

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