Directors & Officers Liability

Directors and Officers Liability Insurance Coverage in Toronto, Mississauga, and Ajax

Directors’ and Officers’ personal assets are at risk. Directors’ and Officers’ Liability Insurance provides financial protection for the board of directors and officers of a company in the event they are sued in conjunction with the performance of their duties as they relate to their company(ies).

Directors’ and Officers’ Liability Insurance (D&O) has become a prerequisite for attracting and retaining key people as they operate in an increasingly complex environment. Who should consider purchasing D&O Insurance:

  • Publicly Traded Entities
  • Private Companies
  • Wholly Owned and Partially Owned Subsidiaries (especially with Foreign Parents)
  • Crown Corporations
  • Not for Profit Organizations (NPO’s)
  • Financial Institutions (link to FI Page)

Well represented, well diversified, experienced and truly independent, Mitchell Sandham has built strong relationships with all of the major insurance companies. There are many items to consider in evaluating D&O coverage:

  • Policy Limits (including excess limits, layering or quota-share – See Limit Sharing)
  • Limit Sharing
  • Entity Coverage
  • Insurance Company (Strength, Experience, Focus, Structure and Claim Management)
  • Claims Made Coverage
  • Continuity of Coverage (in all of its forms)
  • Corporate By-Laws and Other Indemnification
  • Severability (in all of its forms )
  • Employment Practices Liability (standalone or package)
  • Fiduciary Liability (standalone or package)
  • Professional Liability / Errors and Omissions (standalone or package)
  • Non-Rescindable and Non-Cancelable
  • Run-Off Coverage
  • Extended Reporting Period
  • Allocation (in all of its forms)
  • Insured versus Insured Coverage Wording
  • Excess Coverage Dedicated to Non-Indemnified Claims (Side A)
  • Side A Differences in Conditions (Side A DIC)
  • Independent Directors Liability
  • Outside Directors Liability (ODL – Standalone or Package)
  • Employed Lawyers (Standalone or Package)
  • Independent Review Committee (Standalone or Package)
  • Personal Director Liability (one person, one limit, all board positions)
  • Exclusions and Carve-backs (Broad or Specific)
  • Definitions (and their hidden exclusions)

Directors and Officers Liability Insurance is complex and there is no standard policy contract in the industry. Even if the insurance companies are regulated, their products are not. Your coverage should be explained and negotiated by a truly independent insurance broker who possesses the following characteristics:

  • No ownership by or in any insurance company or insurance conglomerate,
  • No material debt or unique, undisclosed remuneration agreement with an insurance company,
  • Dedicated to you and your company,
  • Experience with these products, markets, claims and board presentations,
  • Direct access to a large number of insurance companies,
  • Ability to help you identify coverage priorities,
  • Ability to deal with conflicts of interest inherent in D&O insurance coverage,
  • Willingness and ability to compare wordings and make recommendations based on your needs and priorities.

Well represented and well diversified, Mitchell Sandham has built strong relationships with all of the major insurance companies. Our product expertise exists across all lines of insurance coverage and is continually strengthened.

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