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D&O Insurance

How Does The D&O Insurance Work? – Explained in Simple Words

By January 23, 2022February 16th, 2022No Comments

The Director and Officers’ liability insurance is a popular insurance policy in the business world. Most corporates and business enterprises purchase the policy. But do you know how the insurance policy works beneficial for them? There is more to just offering financial support to the high-ranked executives in the company through this policy. Understanding the nitty-gritty aspects of the insurance will help you comprehend the working ways of the D&O liability insurance policy

An overall idea about the D&O policy

The director and officers’ insurance are corporate liability insurance that primarily covers the high-ranked executives and board members in an organization. Officers and directors in a company have several duties and responsibilities assigned to their designation. Their corporate responsibilities impact the growth of the company and bring financial gain to those associated with the company. One mistake in their action can bring monetary losses to the employees, stakeholders, clients, and consumers. In fact, regulatory bodies (like ED) can also investigate the action or statement of the high-ranked executives. There can be lawsuits filed against the executives with heavy penalty imposition. In such a situation, the executive can use the insurance coverage to meet the legal expenses to defend themselves at the court of law. 

Is it beneficial?

The reason why most organizations and businesses purchase the D&O policy is for the extensive coverage benefits. With the D&O policy. You not only get coverage for the directors but can also get financial assistance for the company by including the different agreements in the policy. The D&O policy works aptly as a risk-management resource for a business or company. Established businesses have mostly understood the need for buying the policy but, gradually the growing companies are also following the suit.          

Know the coverage and claims

Knowing about the types of claims supported by the D&O insurance will help you get an idea of how the policy works. So, here are some of the coverage benefits provided by the insurer 

  • Provides legal cost coverage to the director or officer for safeguarding their personal assets during the defense procedure.
  • The different claims that can get covered with the D&O insurance policy are – wrongful actions, misleading statements, irregularity in handling the company funds, unjustified employment practices, and discrimination.
  • The policyholder can also get coverage for meeting the penalties imposed on them for violating corporate laws, environmental acts, and social laws. The insurer pays for the penalties and settles the matter through coverage. 

Understanding the agreements

A D&O insurance policy consists of multiple insuring agreements, typically known as Side A, Side B, and Side C. 

How the agreement clauses in the D&O policy functions brings clarity to the working ways of the insurance. The policy has three agreements and each one has a different coverage aspect, making the insurance fruitful for businesses and companies of all sizes. 

  • Side-A: The Side-A coverage exists in the insurance policy to cover the individuals if they encounter personal liability risk when there is no availability of company indemnification. In other words, this clause of the policy only caters to the directors and officers of the company. There are no deductibles in this case. When the Side-A clause approves a claim, the insurer indemnifies the individual (director or officer) for the defense cost and penalty settlement. The lawsuit can be for breach of corporate acts, wrongful actions, or anything related to the policyholder
  • Side-B: The Side-B agreement part is the corporate reimbursement coverage. Under this insurance agreement clause, the insurer provides reimbursement to the company for indemnifying the high-ranked executives for defense costs, penalties, and settlements. The insurer provides reimbursement only to the extent of the indemnification as provided to the directors. For this reason, the Side-B is often termed as the balance sheet protection for the company. With this agreement clause, the company can transfer a share of liability responsibility to the insurer. This coverage can work with the deductible feature. 
  • Side-C: The Side-C agreement is for covering the entity and its liabilities. It works for the company to cover the lawsuit cost brought against the entity. The coverage aspects vary with the type of companies (private and public). For public organizations, the insurer covers the liabilities caused by securities claims. In contrast, for private organizations, the insurer covers the legal expenditure incurred due to any lawsuit brought against the company. 

Key Risks covered under D&O insurance:

  • Personal assets of directors are at risk: If a director has been accused of breaching duties, their personal assets are at risk in case they don’t have any D&O insurance.
  • Defending a legal action is an expensive affair: The legal costs and expenses in litigations involving directors are usually complex and costly.
  • Investors can file a case: It may sound unlikely, but things can go downward. If investors believe that they have incurred losses due to mismanagement of the compa- ny, they could approach the court to seek compensation. For instance, if any action of a director results in a drop-in share price, which leads to loss to shareholders and investors, then there is a high possibility that they may bring a class-action lawsuit against the company and directors.
  • Employees can sue directors: It is not only shareholders who can file a case against the directors as even employees reach the court to challenge the decision of the di- rectors.
    Customers can take legal actions: In some cases, customers also reach the court against misrepresentations made in the advertisement materials and deceptive trade practices.
    Enquiry initiated by regulatory authorities.
    D&O claims are not covered under any other policy: Most of the people believe that
    D&O claims are also covered under other liability insurance plans like professional indemnity.

How does it work for companies?

Companies and businesses can gain a better risk-management plan with the D&O policy. It brings financial support in fighting the lawsuits and protects the right to defend. The companies can get more benefits through the insurance policy than just covering the legal costs. Getting investors on board, finding competent professionals for the high-ranked job roles, protecting the company from bankruptcy and many more are the benefits of getting the D & O policy

What Types of Claims Fall Under Director and Officer Insurance?

Entities and individuals may sue directors and officers for many different reasons. The vast variety of claims may account for the frequency of claims. Here is a listing of the common claims that fall under D&O insurance:

  • Negligent management
  • Inadequate disclosure in financial reports or statements
  • Breach of contract
  • Antitrust claims
  • Regulatory claims
  • Breach of fiduciary duty resulting in financial losses or bankruptcy
  • Misuse of company funds
  • Failure to comply with workplace laws
  • Theft of intellectual property and poaching of competitor’s customers
  • Lack of corporate governance

The claiming procedure

To get the benefits of the policy coverage, one has to know how the claiming process works. The right way to file a claim to the insurance provider for the previously discussed legal allegations is to connect to the insurer directly. Otherwise, you can also reach out to the broker to lead you with the steps ahead. Inform the company and produce all the relevant documents to file the claim. The insurance company will review the claim and provide information to reimburse the amount.   

Are all claims approved?

Knowing the excluded claims and coverage aspects are equally essential to note while discussing the working ways of the policy. This way, you can stay assured of the exclusions and benefit through the D&O insurance policy. The common exclusions to note are – fraudulent actions, money laundering from corporate funds, defamation, and slander cases. In such cases, the insurance company rejects the claim and does not offer any coverage for legal costs or penalties. 

An insurance broker to help you out

An insurance broker has all the answers related to the D&O policy. They can rightly inform you about the working ways, so you do not have any misconceptions about the insurance policy. You can purchase the D&O policy from the best insurance broker in the country, PlanCover, and clear every insurance-related doubt. Connect to their team to apprehend the different working ways of the policy and purchase it to meet the requirements. 

PlanCover helps you get directors & officers insurance to protect the assets of your board of directors from lawsuits related to misuses of company funds, misrepresentations of company assets, breach of fiduciary duty, non-compliance, and more.

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