Directors & Officers Insurance
Coverage for the People Behind the Decisions
Protecting Leadership and Governance
Directors, officers, and other organizational leaders make decisions that can affect employees, investors, customers, vendors, regulators, and the organization itself.
Directors & Officers liability insurance, commonly called D&O, is designed to respond to certain claims alleging wrongful acts in the management or governance of an organization.
Depending on the policy, coverage may protect insured individuals, reimburse the organization when it indemnifies those individuals, and provide certain coverage for the organization itself.
What Can D&O Insurance Help Address?
D&O policies vary, but covered claims may involve allegations concerning management decisions, governance, or other wrongful acts by insured directors and officers.
Defense Costs
Covered legal and defense expenses arising from certain claims against insured directors or officers.
Settlements & Judgments
Certain covered settlements or judgments, subject to policy terms and what is legally insurable.
Management Allegations
Claims may involve alleged breach of duty, misrepresentation, governance issues, or other wrongful acts.
Certain Proceedings
Some policies may address specified regulatory, administrative, investigative, or other proceedings.
D&O Is Not Just for Public Companies
Public companies are not the only organizations that can face claims involving directors and officers. Private companies and nonprofit organizations can also encounter allegations involving management decisions, governance, fiduciary responsibilities, or representations made on behalf of the organization.
The appropriate coverage depends on factors such as the organization's ownership, leadership structure, operations, investors, contractual relationships, and existing insurance.
The Exposure Follows the Decisions
A company does not need to be publicly traded to have management liability exposure. Employees, customers, vendors, competitors, shareholders, regulators, and other parties may bring claims depending on the circumstances.
Side A, Side B and Side C
D&O programs are often described using Side A, Side B, and Side C. These terms describe different ways the policy may respond, but the exact coverage depends on the policy form.
Individual Protection
Generally provides coverage for insured directors and officers when the organization cannot or does not indemnify them for a covered claim.
Company Reimbursement
Generally reimburses the organization for amounts it pays to indemnify insured directors or officers for a covered claim.
Entity Coverage
Provides certain coverage for the organization itself. The scope of entity coverage differs significantly by policy and by type of organization.
Side A, B, and C terminology is a general description only. Policy definitions, insured parties, covered claims, exclusions, limits, and other terms vary by insurer and form.
How DiNicola Can Help
D&O coverage can differ considerably from one policy to another. We help clients understand the details and how the coverage fits into the broader management liability program.
Review Leadership Exposures
We look at ownership, governance, leadership structure, operations, and other factors that may affect D&O risk.
Compare Policy Terms
We help review definitions, exclusions, limits, retentions, defense provisions, and available coverage options.
Coordinate Coverage
We consider how D&O may interact with EPLI, fiduciary, crime, and other parts of the insurance program.
Plan for Change
Changes in ownership, leadership, financing, or operations can affect coverage needs. We help clients review changes.
Explore Related Management Liability Coverage
Directors & Officers coverage is one part of a broader management liability program. Explore the other areas below.
Employment Practices Liability
Coverage addressing certain claims involving employment practices such as discrimination, harassment, retaliation, and wrongful termination.
Learn More →
Fiduciary Liability
Coverage addressing certain claims involving fiduciary duties and the management or administration of employee benefit plans.
Learn More →
Management Liability Overview
See how D&O, EPLI, and Fiduciary Liability fit together within the broader management liability category.
View Overview →Other Business Insurance
Explore additional coverage options that may be part of a broader business insurance program.
Commercial Auto Insurance
Explore Coverage →
Commercial Property Insurance
Explore Coverage →
Crime Insurance
Explore Coverage →
Cyber Liability Insurance
Explore Coverage →
Errors & Omissions Insurance
Explore Coverage →
General Liability Insurance
Explore Coverage →
Workers' Compensation
Explore Coverage →
Business Insurance Overview
Explore Coverage →This page provides general information about Directors & Officers liability insurance. Coverage varies by insurer and policy. Covered claims, insured parties, exclusions, limits, retentions, defense provisions, and other terms are governed by the policy actually issued.
Let's Talk About Your D&O Coverage
We can help you review your leadership exposures and understand how Directors & Officers coverage may fit into your broader management liability program.