Directors & Officers (non US)

Cover

Protection for directors and officers, as well as other individuals, including coverage for:

• Regulatory and internal investigations
• Data breach
• Environmental claims
• Health and safety claims
• Insolvency hearings
• Extradition, permanent residency and repatriation
• Damage to reputation
• Freezing of assets and disqualification
• Full limit mitigation costs cover
• Automatic reinstatement of limit for non-indemnifiable loss

Protection for the company, including costs relating to:

• Payments made to indemnify individuals
• Securities claims
• Regulatory and internal investigations
• Books and records demands
• Derivative demands
• Global Dutch securities settlement advice.

D&O Side AB

This cover is for individuals and organisations, whether private or public, that require the protection of a Side AB policy but not the securities-related cover for the company provided by Side C.

Cover

Protection for directors and officers, as well as other individuals, including coverage for:

• Regulatory and internal investigations
• Data breach
• Environmental claims
• Health and safety claims
• Insolvency hearings
• Extradition, permanent residency and repatriation
• Damage to reputation
• Freezing of assets and disqualification
• Full limit mitigation costs cover
• 75% allocation for securities claims for public companies
• Automatic reinstatement of limit for non-indemnifiable loss.

Protection for the company, for costs relating to payments made to indemnify individuals. 

D&O Side A

This policy provides “ground up” cover for individual directors and officers when the company does not indemnify.

One of the key benefits to the individual is that they do not share policy limits with the organisation so avoid the risk of limits being depleted by the organisation’s insured losses.

Cover

• Regulatory and internal investigations
• Data breach
• Environmental claims
• Health and safety claims
• Insolvency hearings
• Extradition, permanent residency and repatriation
• Damage to reputation
• Freezing of assets and disqualification
• Full limit mitigation costs cover
• Reinstatement of full limit for those individuals who have not been party to a previous claim that has depleted the limit.

D&O Side A Difference In Conditions (DIC)

This policy provides cover for individual directors and officers when the company does not indemnify. The policy responds:

• As excess cover when limits on the primary/underlying D&O cover have been exhausted. In this case the Side A DIC policy can pay shortfalls subject to any terms, conditions and limitations in the primary / underlying D&O policies; or
• On a DIC / drop-down basis when an insurer of the primary/underlying D&O cover refuses to pay a claim or fails to pay within 45 days of a request to do so. Examples of reasons for non-payment include:
• Insolvency of the insurer
• Application of an exclusion
• Allegation that defence costs were incurred unnecessarily
• Late notification of a claim (provided that notification on the Side A DIC policy is made as soon as practicable).

The benefit of a Side A DIC policy is that, unlike other D&O policies, there are no coverage exclusions other than in relation to matters of conduct.

The policy provides 3 full reinstatements of the limit.

A listed technology company was bought by a larger rival in a multibillion-pound deal. After the deal closed, the acquiring company issued proceedings against the directors of the acquired entity alleging accounting improprieties, misrepresentations and disclosure failures that inflated its underlying financial metrics prior to acquisition. The UK and US law enforcement agencies and regulators started investigations. As the purchase had been concluded and the dispute involved the new parent, an indemnity was not provided to the directors. However, the Side A of the D&O policy provided coverage for the individuals’ defence costs.