★ Commercial · Directors & officers

Your personal assets are on the board's agenda too.

Directors and officers can be sued personally (by shareholders, employees, regulators, competitors) for decisions they made running the company. D&O insurance protects their personal assets and reimburses the company when it indemnifies them. If you have outside investors or a real board, this is not optional.

  • Management liability
  • Side A / B / C
  • Personal asset protection
  • Investor requirement
  • Regulatory defense

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★ What it covers

What’s covered and what isn’t.

Plain English, no fine-print games. Every policy has exclusions; here are the ones that actually matter for Directors & Officers.

What it covers

  • Side A: directors & officersPays directors personally when the company cannot or will not indemnify them, including in bankruptcy, when it matters most.
  • Side B: company reimbursementReimburses the company when it indemnifies its directors and officers.
  • Side C: entity coverageCovers claims against the company itself, typically for securities claims.
  • Defense costsManagement claims are expensive to defend even when meritless. Defense is often the biggest part of a D&O claim.
  • Regulatory investigationsCosts of responding to regulatory inquiries, per the policy's terms.

What it doesn’t cover

  • Bodily injury and property damageThat is GL territory. D&O is a financial-loss policy.
  • Fraud and intentional illegal actsAdjudicated fraud is excluded. 'Adjudicated' matters. Allegations alone do not void coverage.
  • Insured-vs.-insured claimsOne insured suing another insured is typically excluded.
  • Known prior claimsLike all claims-made policies, what you knew about before inception is out.
  • Professional services liabilityE&O is a separate tower for most firms. D&O does not cover professional negligence claims.

All quotes are subject to carrier underwriting and final approval. Coverage availability, terms, and pricing vary by state and carrier. The lists above describe typical Directors & Officers policies, not any specific carrier’s form.

★ Who needs it

If this sounds like you, you need D&O.

The businesses that buy Directors & Officers most, and the one-line reason each one does.

Companies with outside investors

Investors expect D&O before they join your board. It is often in the term sheet.

Nonprofits

Board members are volunteers risking personal assets; D&O is how you recruit good ones.

Private companies planning to raise or sell

Due diligence will ask about D&O. Having it signals you are serious.

Businesses with a real board

If people are making decisions in a boardroom, they need the protection.

Companies with employee shareholders

ESOPs and equity-compensated teams create the claimant pool.

★ What it costs

What drives the price.

Carriers price Directors & Officers on exposure, not vibes. Here’s what moves your number, and what you can actually influence.

  • Revenue and assets: Bigger companies face bigger claims.
  • Funding and ownership: VC-backed and pre-IPO companies rate very differently from family businesses.
  • Industry and regulatory exposure: Financial services, healthcare, and public-facing companies pay more.
  • Claims and litigation history: Prior shareholder or employment suits follow the company.
  • Limits and retention: $1M to $5M is common for private companies; the retention works like a deductible.

Volunteers are not immune from lawsuits over board decisions, and 'we are just a nonprofit' is not a defense.

Our answer to “I sit on a nonprofit board: am I protected?”

★ Straight answers

Questions D&O buyers actually ask.

The short version of what our licensed specialists explain on calls every week.

Do private companies really need D&O?
Employment-related claims against directors are the most common D&O loss for private companies: wrongful termination and discrimination suits name directors personally. Add investors, lenders, or competitors and the exposure multiplies. Most private-company D&O buyers buy it for the employment and investor exposures, not securities class actions.
What are Sides A, B, and C?
Side A pays directors and officers personally when the company cannot or will not indemnify them. The bankruptcy scenario. Side B reimburses the company when it does indemnify them. Side C covers claims against the company itself. A complete D&O program has all three.
Does D&O cover employment lawsuits?
Many D&O policies include employment practices coverage for claims against directors and officers, and some extend to the entity. But dedicated EPLI is broader. Most advisors recommend both, with D&O handling the management layer and EPLI the workforce layer.
I sit on a nonprofit board: am I protected?
Only if the nonprofit carries D&O. Volunteers are not immune from lawsuits over board decisions, and 'we are just a nonprofit' is not a defense. If you are joining a board, ask about D&O before you accept.
What is excluded?
Adjudicated fraud and intentional illegal acts, bodily injury and property damage, insured-versus-insured suits, and known prior claims. Read the fraud exclusion carefully. The good policies require a final adjudication before coverage is denied.
Is D&O claims-made?
Yes. That means prior-acts coverage and runoff matter enormously. When you switch carriers or sell the company, make sure the tail covers claims arising from the years you were in charge.

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