Directors & Officers Insurance
"Lead Boldly. We've Got Your Back."
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.
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