Directors & Officers Liability

Vital to protecting board members

Directors and officers have important responsibilities as board members for companies and non-profits. However, those leadership roles make them personally liable for the debts and actions of the organization, so directors and officers liability insurance is a must-have. “D&O”, as it’s sometimes known, ensures that your board members are protected, and is vital to have when recruiting new high-value members who can help your organization meet its goals.

Directors and officers liability insurance is complex, but Mitchell Sandham’s specialists understand the risks associated with board membership. They can assess your organization’s unique needs and use our strong, yet independent insurance-company relationships to make sure you get the best coverage at the right price.

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
  • Financial institutions

There is no standard D&O policy wording 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.

Your D&O coverage: what you should consider

    • Policy Limits
    • Limit Sharing
    • Entity Coverage
    • Insurance Company
    • Claims-Made Coverage
    • Continuity of Coverage
    • Corporate Bylaws and Other Indemnification
    • Severability
    • Employment Practices Liability
    • Fiduciary Liability
    • Professional Liability / Errors & Omissions
    • 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 Differences in Conditions
    • Independent Directors Liability
    • Outside Directors Liability
    • Employed Lawyers
    • Independent Review Committee
    • Personal Director Liability
    • Exclusions and Carve-Backs
    • Definitions

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