Directors Officers

Directors and Officers (D&O) liability Insurance is liability insurance payable to the directors and officers of a company, or to the organization itself, as indemnification for losses or advancement of funds.

It has become closely associated with broader management liability insurance, which covers liabilities of the corporation itself as well as the personal liabilities for the directors and officers of the corporation.

D&O policies essentially function as management errors and omissions liability insurance, covering claims resulting from managerial decisions that have adverse financial consequences. The policies can cover the directors and officers of public, private and non profit companies who are personally liable for their actions. It protects their personal assets in the event they are sued by vendors, customers, and other third-parties for claims of a wrongful act that caused stakeholder losses.Payable to the directors and officers of a company, or to the organization itself, as indemnification for losses or advancement of funds. It has become closely associated with broader management liability insurance, which covers liabilities of the corporation itself as well as the personal liabilities for the directors and officers of the corporation.

Any organization governed by a board of directors, from nonprofits to commercial enterprises, needs comprehensive D&O coverage, as the individuals who serve are vulnerable to a multitude of D&O exposures, and are increasingly held accountable for their actions and/or inactions. This includes directors and officers of public companies, privately held firms, non profit organizations, and educational institutions.

It's a common misconception that D&O claims are mostly a public company phenomenon. In fact, a recent Towers Watson survey showed that public, private, and non-profit companies all face D&O litigation risks.

• If you are looking to secure venture capital or funding from investors, you will most likely need to have D&O coverage in place, as a form of protection for the investors.
  
  
• Similarly, if you want to attract and retain qualified directors, D&O coverage will protect those who might otherwise be reluctant to put their personal assets at risk.

Your company does not have to post revenues in the tens of millions of dollars for your directors and officers to be personally sued over their management of company affairs. In fact, smaller businesses with fewer assets may need the protection just as much as large, deep-pocketed corporations. If you are looking to secure venture capital or funding from investors, you will likely need to have D&O coverage in place, as a form of protection for the investors. Similarly, if you want to attract and retain qualified directors, D&O coverage will protect those who might otherwise be reluctant to put their personal assets at risk.

If your company has directors or key managers, directors and officers liability insurance can cover the cost of compensation, claims made against them by shareholders, investors, employees, regulators or third parties civil proceedings which can lead to hefty legal costs and awards for damages.The costs associated with lawsuits arising from D&O exposures are now so great that D&O insurance has become a necessity for many businesses. Organizations that do not purchase the coverage risk going bankrupt or sustaining losses from which they will struggle to recover properly.

• Breach of fiduciary duty resulting in financial losses or bankruptcy
  ‚Äç
• Misrepresentation of company assets
  ‚Äç
• Misuse of company funds
  ‚Äç
• Fraud
  ‚Äç
• Failure to comply with workplace laws
  ‚Äç
• Theft of intellectual property and poaching of competitor‚Äö√Ñ√¥s customers
  ‚Äç
• Lack of corporate governance

When it comes to D&O insurance exclusions, they are usually negotiable and vary from policy to policy according to the company's needs.

Lawsuits between directors and officers within the company are typically not covered; this prevents collusion against the insurance company. Likewise, if a director or officer is accused of fraudulent acts, defense costs are provided until final judgment proving guilt. If the executive is found guilty of fraud, they would be required to repay all defense costs.

One of the areas of D&O insurance that isn't entirely black and white is the question of what, if any type of behavior, the policy does not cover.