D&O Insurance: Responding to Increased Board Accountability
Shaping Policies to Protect Directors and Officers Amid Heightened Government Enforcement and Shareholder Lawsuits
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Tuesday, July 8, 2008
Recorded event now available
Description
Ever since Enron and Worldcom and more recent corporate scandals, including the subprime credit crisis, options backdating investigations and global climate change, the current corporate environment is not one in which directors and officers can feel safe.
Companies, their officers and their directors must be aware of the looming triple threat — SEC and DOJ investigations, shareholder class actions, and state regulatory action. To protect themselves and their officers and directors, companies turn to insurance.
The quality of D&O insurance also matters more than ever in recruiting board members. Most directors would not consider serving on a board that fails to provide comprehensive D&O coverage in addition to standard insurance packages.
Listen as our panel of insurance and corporate law specialists examines the key risk factors for directors and officers, current trends in D&O claims and litigation, and strategies to protect directors and officers through insurance coverage.
Outline
- Evaluating D&O coverage
- Liability areas that implicate coverage
- Coverage offered by D&O policy
- Dedicated Side A coverage — protects D&O personally, separate from company’s D&O policy
- Excess policies — are they structured to avoid claims issues?
- Current trends in D&O claims and litigation
- Shareholder derivative actions
- Securities class action litigation
- Personal contributions from D&Os
- What is the impact of such trends?
- Key terms to negotiate
- Claim definition — what is covered and what should be covered
- Rescission and severability terms
- Conduct exclusions
- Carve-outs
- Strategies/best practices
- Directors actively participate in placement of D&O insurance
- Pay attention to the details
- When negotiating D&O insurance coverage, you can benefit from getting an independent second opinion (often an attorney)
- When completing the application and answer a question concerning D&Os’ knowledge or information of error or omission the might give rise to a claim under the proposed policy, rephrase the question.
- Watch out for coverage traps
Benefits
The panel reviewed these and other key questions:
- What are the primary risk factors for directors and officers?
- What are the current trends in D&O claims and litigation?
- What are the best practices to negotiate the best coverage for a company's directors & officers?
- What are the critical factors for counsel to consider in evaluating D&O coverage?
Faculty
Kimberly M. Melvin,
Partner
Wiley Rein, Washington, D.C.
She represents insurers on coverage issues related to professional liability coverage, including directors and officers, financial institution, mutual fund and investment advisor liability policies. She represents professional liability insurers in connection with corporate scandals involving directors & officers and financial institutions, including Enron-related litigation and investigations.
Kevin M. LaCroix,
Partner
OakBridge Insurance Services, Beachwood, Ohio
He has been involved in directors’ and officers’ liability insurance issues for over 25 years. He is also the author of the Internet weblog, The D&O Diary. Before joining OakBridge, he was a coverage attorney at a law firm and served as president of Genesis Professional Liability Managers, a D&O underwriter and part of the Berkshire Hathaway Group.
Mary E. McCutcheon,
Partner
Farella Braun + Martel, San Francisco, Calif.
She chairs the firm's Insurance Department and advises companies and individual directors regarding issues involved in placement of and claims under directors' and officers' liability insurance. She also represents corporations, public entities and individuals in coverage issues arising out of construction and exposures and litigates rescission and bad-faith actions.
Ordering
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Customer Reviews
This seminar covered a lot of territory in a short period of time. It also assumed that the attendees had a significant level of experience coming into the program, which I did.
Louis C. Long
Pietragallo
I enjoyed the speaker's helpful insights for insurance practitioners and I particularly liked their 'best practice' tips.
Daina Bray
Phelps Dunbar LLP
The speaker's use of practical examples and not just talking about legal concepts, was very good.
Jeffrey Kaplan
Gaglione, Dolan & Kaplan
Excellent topics, discussed very well.
McClure King
Dearborn National
The speakers' presentations were very substantive and provided new information for seasoned practitioners.
Therese Lee
Google Inc.
Insurance Law Advisory Board
Partner
Farella Braun + Martel
Partner
Nelson Levine deLuca & Horst
Counsel
Reed Smith
Partner
Chamberlin, Keaster & Brockman
Counsel
Carter Ledyard & Milburn
Partner
Clyde & Co.
Partner
Barger & Wolen
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