Insights

For directors, officers, and professionals alike, nothing is more fear inducing than facing a large lawsuit while being uncertain if your insurance program will respond or not. There are however some steps that can be taken to minimize the likelihood of claim denials. In part 1 (below), we discuss some policy structure considerations.

Placing public company D&O insurance is often a fairly straight forward exercise, assuming the corporation has realistic premium expectations and a risk profile that’s not overly challenging. However when it comes to OTC and micro-cap companies, that risk profile often challenges their expectations. Many companies assume their smaller stature and filing class will yield lower premiums, and while that may be the case sometimes, more often than not, they will find the cards stacked against them from the onset.

There's no denying the momentum behind regulation D and the JOBS Act. But these regulations have also created some confusion when it comes to a company’s directors and officers insurance. Are securities exempt under crowdfunding regulations covered? Is an endorsement required? How does coverage react in the event that the fund raise is successful and we decide to file an IPO? Since D&O insurance policies are a primary source of defense when lawsuits arise, these are all important questions.

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Purchasing insurance for bodily injury and property damage claims seems straight forward enough - that's the intent of a commercial general liability policy. The problem however, is that many companies today provide some degree of professional services, and most liability policies exclude coverage for claims arising from “professional services”. A typical exclusion will read:

The professional services exclusion is included in a range of policies, from liability policies to umbrella policies and D&O policies. Its purpose is logical but its application flawed. Its intent is to shift professional liability related exposures to an appropriate professional liability policy. Understandable enough.

Originally published for NYU compliance blog with guest author: Dallas Hammer from Zuckerman Law

Directors and officers insurance policies are mazes of intricate language that are often difficult to interpret. In order to assist the c-suite and their attorneys perform a proper assessment of their D&O insurance portfolios, we have created a thorough 80 point private company D&O blueprint/checklist (PDF AVAILABLE HERE). For our accompanying EPLI Checklist CLICK HERE.

When it comes to cyber security and insurance, companies have been vocally concerned over finding themselves losing twice – the victim of both a cyber breach and cyber insurance claim declination. First they experience a security event which results in significant damages, then they discover their insurance policy will not respond. From hidden language, to sub-limits, we explore some of the more significant cases and areas in which carriers are declining coverage (or expected to decline coverage) and how to avoid them.

p.p1 {margin: 0.0px 0.0px 0.0px 0.0px; font: 23.0px Times; color: #454545; -webkit-text-stroke: #454545} span.s1 {font-kerning: none} In order to assist the c-suite, their advisors and counsel, GB&A has deployed "Risk Alerts", a curated collection of well published articles discussing recent rulings and decisions, lawsuits, regulatory alerts, news briefs, resources, and featured readings from the world of GRC (governance, risk and compliance).