Directors & Officers Insurance
Personal liability protection for company directors and officers.
Typical cost: $1,000 – $25,000+ per year
What Is Directors & Officers Insurance?
Directors and Officers (D&O) insurance protects company leaders—board members, executives, and managers—from personal liability arising from decisions made in their corporate roles. Without D&O coverage, directors and officers risk personal assets when facing lawsuits.
Who Brings Claims
D&O claims come from shareholders (alleging mismanagement that reduced stock value), employees (for wrongful termination, discrimination, or harassment), competitors, regulators, creditors (especially in bankruptcy), and customers. Both public and private companies face exposure.
Three Coverage Parts
Side A covers directors and officers personally when the company cannot indemnify them. Side B reimburses the company when it does indemnify executives. Side C (entity coverage) covers the company itself for securities claims. All three are important for comprehensive protection.
What's covered
Side A Coverage
Protects directors and officers personally when the company cannot indemnify them.
Side B Coverage
Reimburses the company for indemnifying directors and officers.
Side C Coverage
Covers the entity itself for securities claims (public companies).
Employment Practices
Some D&O policies include coverage for employment-related claims.
Regulatory Defense
Covers defense costs for SEC, DOJ, and other regulatory investigations.
Crisis Management
Provides resources for managing public relations during D&O events.
Pros and cons
Advantages
- Protects personal assets of directors and officers
- Essential for attracting qualified board members and executives
- Covers regulatory investigations and defense costs
- Available for public, private, and nonprofit organizations
- Side A coverage is essential for personal protection
- Covers past, present, and sometimes future executives
Considerations
- Premiums have increased significantly in recent years
- Conduct exclusions for fraud and dishonesty
- Prior acts may not be covered without tail coverage
- Insured vs. insured exclusions limit coverage
- Public company premiums much higher than private
- Claims-made coverage requires continuous renewal
Frequently asked questions
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