DIRECTORS & OFFICERS (D&O) INSURANCE

Protecting leadership decisions and corporate governance

Directors & Officers (D&O) Liability insurance protects company leaders against claims alleging wrongful acts in the management, governance, or strategic decisions of an organization. These claims are often brought by shareholders, investors, regulators, creditors, employees, or other stakeholders.

D&O insurance is designed to protect not only the organization, but also the personal assets of its directors and officers.

What Directors & Officers Insurance Covers

D&O insurance typically responds to claims alleging:

Breach of Fiduciary Duty
Failure to act in the best interests of the organization or its stakeholders.

Mismanagement or Poor Decision-Making
Claims tied to strategic, financial, or operational decisions.

Misrepresentation or Omission
Allegations of inaccurate or incomplete disclosures.

Regulatory Investigations
Defense costs related to certain regulatory or governmental inquiries.

Legal Defense Costs
Attorney fees, settlements, and judgments associated with covered claims.

Coverage often applies even when allegations are unfounded.

What It Does Not Cover

Directors & Officers policies commonly exclude:

• Fraudulent, criminal, or intentional acts

• Illegal personal profit or advantage

• Bodily injury or property damage

• Insured vs. insured claims (subject to exceptions)

• Certain employment-related claims (covered under EPLI)

• Claims arising from prior known acts

Policy language and endorsements play a critical role in determining coverage.

Who Needs Directors & Officers Insurance?

D&O insurance is important for organizations of all sizes, including:

• Privately held companies

• Startups and high-growth businesses

• Nonprofits

• Public companies

• Boards with outside or independent directors

Even closely held companies face D&O exposure from investors, lenders, regulators, and minority shareholders.

How Coverage Is Structured

D&O policies are typically written on a claims-made basis and are structured into coverage “sides”:

• Side A – Protects individual directors and officers when the company cannot indemnify them

• Side B – Reimburses the company for indemnifying directors and officers

• Side C – Provides entity coverage for certain claims against the organization

Policies include shared limits, retentions, and specific exclusions.

Real-World Claim Examples

• Investors allege misrepresentation during a capital raise

• A board is sued for failure to properly oversee financial reporting

• Regulatory bodies investigate alleged compliance failures

• Creditors file claims following financial distress or bankruptcy

D&O claims are complex, time-consuming, and expensive to defend.

Why Proper Placement Matters

D&O coverage varies significantly based on:

• Ownership structure

• Financial condition

• Board composition

• Regulatory environment

• Prior acts coverage

Poorly structured D&O policies can leave executives personally exposed.

Our Approach

At Cory Washington & Co., we approach D&O placement with an executive-level lens. We evaluate governance structure, ownership dynamics, and risk tolerance to ensure leadership is protected — both professionally and personally.

Strong leadership deserves strong protection.

Disclaimer

All insurance descriptions on this website are provided by Cory Washington & Co. LLC strictly for general informational purposes. They are not intended to be, and should not be relied upon as, legal, financial, or insurance advice. The information presented is general in nature and does not guarantee the availability, terms, conditions, or scope of any insurance coverage. Actual coverage is determined solely by the specific policy language issued by the insurer and remains subject to underwriting approval. Nothing on this website creates or implies an agent-client relationship, binds coverage, or alters any existing policy. Cory Washington & Co. LLC expressly disclaims any liability for actions taken, or not taken, based on the content provided here. For advice regarding your particular situation, please consult directly with a licensed insurance professional at Cory Washington & Co. LLC or another qualified insurance professional, and always review your policy documents in full.