Available to all companies - public, private, not-for-profit and financial institutions - this policy is structured to offer broad, comprehensive coverage that cannot be canceled or rescinded for any reason other than non-payment of premium.
Coverage Highlights
Coverage
- Broad Difference-in-Conditions (DIC) drop-down coverage: the policy drops down on its own broad terms if the underlying insurer:
- Wrongfully fails to indemnify
- Fails to indemnify within 60 days after an insured's request
- Is financially unable to pay
- Threatens to rescind coverage
- Is subject to a bankruptcy stay
- Broad definition of Insureds includes: directors and officers, management committee members, limited liability company managers, in-house general counsel, comptrollers, risk managers, functional equivalents of these positions in a foreign company, non-officer employees in a securities claim, and in any other type of claim while codefendant with D&Os
- Broad definition of Loss includes: extradition proceeding costs; exemplary, punitive and multiple damages where insurable, and most favorable jurisdiction governs insurability; and certain Foreign Corrupt Practices Act civil penalties. Precludes the assertion of uninsurability of violations of Section 11 or 12 of the Securities Act of 1933
- Broad definition of Claim includes: any investigation, extradition proceedings, and proceedings in which the insureds are deposed or must be interviewed by a regulatory or governmental authority
- Broad Outside Directorship Liability coverage includes: both for-profit (for senior executives) and not-for-profit companies
- Broad definition of Non-Indemnifiable Loss includes: failure by the Company to indemnify within 60 days after an Insured's request
Limits
- Up to $25 million
Client Profile
- Any type of public, private or not-for-profit institution
Terms & Conditions
- Policy may not be rescinded for any reason
- Consent by the insurer to defense counsel is not required
- Policy non-cancelable except for nonpayment of premium
- Notice of claim required only after in-house general counsel or risk manager of the insured company first learns of the claim; the insurer will not raise late notice objection unless materially prejudiced by the delay
- Protective bankruptcy provisions:
- Policy intended to not be subject to automatic stay under bankruptcy law
- Policy proceeds first applied toward pre-bankruptcy Wrongful Acts
Exclusions
- Conduct exclusion is applicable to personal profit, remuneration, fraud and criminal acts:
- Not applicable to defense costs or independent directors
- Applies only if there is an underlying adjudication of excluded misconduct
- Exclusion fully severable as to all insureds: any fact pertaining to one insured cannot be imputed to another for purposes of applying the exclusion
- No express exclusions for:
- Insured versus insured
- Prior notice
- Bodily injury and property damage
- ERISA
- Section 16(b) of the Securities Exchange Act of 1934
- Pollution
- Prior litigation
- Defamation of other personal injury
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