What Should Venture-Backed Startups Check in D&O Insurance?

Outside financing can mean more directors, investor information rights, and contractual insurance requirements. Triple-I reports that venture investors often require D&O, but their demands are deal-specific and do not define policy coverage. Ask whether the form covers the board members and corporate entities that the financing documents identify, and whether Side C applies to the relevant private-company claims. Review limits and retentions against any investor requirement, the claims-made and prior-notice provisions, and shared limits with EPLI or fiduciary coverage. Verify changes after a new round, acquisition, or board appointment with the insurer.

Review the financing documents and policy together: an investor’s required limit does not confirm that the company or its directors receive the requested protection. Side C may be limited by claim type, while Side A/B protect individual liability and indemnification. A shared aggregate can be depleted by EPLI or fiduciary claims, and insured-versus-insured terms may matter where investors also have board roles. Check board and subsidiary schedules, securities-claim scope, prior acts, notice, and acquisition provisions. After each round, board change, or reorganization, ask whether an endorsement or updated application is required and keep the investor evidence consistent with the issued policy.