What Is Directors and Officers Insurance?

D&O insurance can help pay covered defense costs and losses from claims against company leaders over management decisions. If your organization has a board or executives, check whether the company itself is insured and whether legal bills reduce the limit.

What Does Directors and Officers Insurance Cover?

After a funding round, investors may challenge board disclosures; legal defense bills can reduce the amount left for a settlement. 3,4 4

D&O insurance can address covered claims alleging wrongful acts in your organization’s management. 1

The Costs of a Covered Claim

For covered D&O claims, the policy may pay legal defense costs, settlements and judgments. 1

Individuals and the Company

Indemnification means the company pays on a leader's behalf. D&O can protect the individual when the company doesn't indemnify them, reimburse the company when it does, and cover specified claims against the company itself. Confirm which of those protections you've bought; they can have different terms. 3,4 3,4

Coverage questionAsk the insurer
The company does not indemnify a leaderWhat protection applies to the leader’s covered loss?
The company indemnifies a leaderWhat reimbursement protection applies to the organization?
A claim names the companyWhich company claims does the policy cover?
3,4

Who Needs Directors and Officers Insurance?

Investors, employees or regulators may challenge decisions made by your leaders, and a lawsuit can name the company too. 5

Directors and Officers Insurance Coverage Examples

What happened

Investors Sue the Board

Investors allege that your board misrepresented the business during a funding round.

How coverage may help

D&O may pay defense costs and covered damages for the directors. Which part responds depends in part on whether the company pays those costs on their behalf. 1,3,4,2

What happened

The Lawsuit Names the Company Too

A lawsuit names your executives and the company, and both need legal representation.

How coverage may help

Company coverage can be narrower than protection for individual leaders. If defense costs count against the limit, legal bills also reduce the amount left for a settlement. 1,3,4

How Do You Compare Directors and Officers Insurance Coverage and Costs?

The Scope of Company Coverage

Check what company claims the policy covers: a grant limited to securities claims is narrower than coverage for other alleged company wrongful acts. 3,4

Defense Expenses and Retentions

Ask whether defense costs reduce the limit left to pay a settlement or judgment, and what retention applies. 4

What Exclusions and Conditions Should You Check in Directors and Officers Insurance?

Earlier Disputes and Reporting

Compare when you must make and report a claim, and ask how earlier disputes or notices affect a new or renewal policy. 3

Changes at Renewal

Review the exclusions and any changes at renewal so you know which management claims fall outside the policy. 2

Professional Liability

Professional liability addresses claims about your services or advice; D&O addresses covered allegations about management decisions. 1

Employment Practices Liability

Employment practices liability addresses employment-related claims; check that coverage separately when you compare a management-liability program. 1

What Do You Need for Directors and Officers Insurance Quotes?

Prepare your ownership and entity overview, financial information, planned transactions, and history of claims or disputes to discuss with your broker. 5

Ownership, Finances and Planned Changes

PrepareHow to use it in the discussion
Entity and ownership overviewIdentify the organization and relationships you want considered.
Financial informationGive the broker context for the proposed coverage.
Planned transactionsExplain changes the business is contemplating.
Claims, disputes and earlier noticesDiscuss the timing and prior-matters provisions.
Current coverage, where applicableCompare renewal changes and the proposed grants.
5 3 2

Directors and Officers Insurance: Key Terms in Plain English

Individual and Reimbursement Protection

Direct protection when the company cannot pay on a leader’s behalf, or reimbursement when it does. 3,4

Entity Coverage

Protection for the company itself. A securities-only grant is different from broader company wrongful-act coverage. 3,4

Frequently Asked Questions About Directors and Officers Insurance

Does D&O Cover the Company as Well as Its Leaders?

It can, but company coverage may be narrower than protection for individual leaders. Some grants address only securities claims; others cover broader company wrongful-act allegations. 3,4

Does D&O Replace Employment Practices Coverage?

Don't rely on D&O alone for employment claims. Confirm whether your management-liability program includes EPLI and what that part covers. 1

Covered D&O losses can include legal defense costs as well as settlements and judgments. Read the offered terms to see which costs fall within the protection you are buying. 1

What Should I Check When Renewing D&O Insurance?

Review the exclusions and any changes from the expiring policy. The D&O label alone does not tell you which management-related claims remain covered after renewal. 2

What Is D&O Insurance?

D&O is liability insurance for claims alleging wrongful acts by an organization’s directors or officers.

Read the full answer

What Is Side A D&O Insurance?

Side A is D&O coverage for individuals when the organization cannot indemnify them.

Read the full answer

Does D&O Cover Bankruptcy?

D&O can cover claims against your directors and officers that follow a bankruptcy, such as trustee or creditor suits, but it never pays the company's debts.

Read the full answer

Does D&O Cover Board Members?

Yes, D&O covers board members for claims over their board service, as long as they fit the policy's definition of an insured person.

Read the full answer

Does D&O Cover Breach of Contract?

Usually not: a plain contract dispute isn't a management wrongful act, though a claim that also alleges misleading management conduct may be covered.

Read the full answer

Does D&O Cover Breach of Fiduciary Duty?

D&O may cover a fiduciary-duty claim about corporate management, while benefit-plan duties may require fiduciary liability insurance.

Read the full answer

Does D&O Cover Employees?

Some D&O policies include employees as insureds for defined acts in an insured capacity.

Read the full answer

Does D&O Cover Employment Claims?

D&O may cover some claims naming leaders over workplace decisions, but EPLI is the coverage designed for employment claims.

Read the full answer

View all 43 questions

D&O Insurance Guides by State

Which Insurance Providers Offer D&O Insurance?

  • AIG Directors & Officers Liability

  • Alliance Risk arranges directors and officers liability insurance.

  • Amelia Risk arranges directors and officers liability.

  • Aon describes D&O brokerage and program services in a global practice; this does not identify the producer, insurer or state availability for a particular U.S. placement.

  • Beazley offers directors and officers liability insurance for private organizations through ExecuGuard.

  • Executive First D&O liability materials describe separate public-company and private-company products.

  • CFC offers directors and officers liability in its US management-liability package for eligible organizations outside California, excluding US publicly traded companies.

  • Chubb offers directors and officers liability insurance for smaller privately held companies through ForeFront.

  • Coalition offers directors and officers liability through its executive-risks product for private and nonprofit US organizations.

  • Corgi lists directors and officers insurance among its business insurance offerings.

  • Distinct private-company and nonprofit D&O product pages; class and insurer vary by placement.

  • Coverdash lists directors and officers insurance in its coverage catalog.

  • Cowbell offers Zurich Select Plus D&O for small and medium private companies, available through appointed Zurich E&S wholesalers.

  • Embroker lists directors and officers insurance with a quote route.

  • Founder Shield lists directors and officers insurance among its core offerings.

  • Gallagher arranges directors and officers liability.

  • Heffernan arranges directors and officers liability.

  • HUB International arranges directors and officers liability insurance.

  • Kinro lists directors and officers insurance and compares business details with carrier appetite.

  • A group brand spanning personal and commercial insurance businesses; its business unit pages describe small-commercial cover for small businesses and commercial, specialty, surety, and reinsurance solutions for mid-size and large businesses.

  • Lockton arranges directors and officers liability insurance.

  • Markel private and nonprofit D&O

  • Marsh arranges directors and officers liability insurance.

  • Business insurance and employee health and benefits, with retirement, wealth, and private-client services also listed for the United States and Canada.

  • Nationwide Management Liability & Specialty markets a distinct D&O product. The reviewed materials do not establish issuer or form for a particular risk.

  • Newfront lists D&O for private and public companies within its executive-risk services.

  • Relm lists directors and officers liability for placement through brokers.

  • RiskCube arranges directors and officers liability insurance for startups.

  • Risklytics arranges directors and officers liability insurance for robotics, hardware and AI businesses.

  • StartupInsurance.ai arranges directors and officers liability insurance for startups.

  • TechInsurance arranges directors and officers liability insurance for small businesses.

  • Listed within management-liability coverage for named business sectors; the dedicated D&O page discusses advisory programs for public companies, IPOs and SPACs.

  • The Hartford offers directors and officers liability for private, public and nonprofit organizations.

  • Marketed within THREE’s combined commercial policy; the quote and issued form determine the protection.

  • Travelers offers directors and officers liability insurance.

  • USI arranges directors and officers liability insurance.

  • Vouch lists directors and officers insurance in its technology-company programs.

  • WithCoverage reviews D&O exposures in technology-company insurance programs and offers broker-transition support.

  • Zurich markets directors and officers liability insurance.

Updated .

Spot, a product of Tools for Enlightenment, publishes this research and works in the commercial insurance market. Editorial policy. To suggest a correction, contact Spot with the page URL and supporting source.

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