Directors & Officers Liability Insurance: Key Coverage Issues for Corporate Executives

Negotiating Policy Terms to Cover Potential Losses; Understanding Policy Limits and Exclusions; Interplay With Other Policies

A live 90-minute CLE webinar with interactive Q&A

Tuesday, September 26, 2017 (in 4 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

This CLE webinar will provide counsel with the tools to review D&O and other insurance policies designed to protect directors and officers. The panel will also discuss recent cases regarding disputes in coverage, and the importance of tailoring and adjusting D&O policies to fit contemplated transactions and business activities of the subject company.


The legal landscape for corporate executives is increasingly fraught with risk, with directors and officers vulnerable to claims ranging from securities class actions and merger-objection suits to cyber liability and claims arising from their company’s normal operations. D&O liability insurance is necessary protection for any enterprise.

D&O insurance policies are not written on a one-size-fits all form and often subject to negotiation. Even if insurance is acquired for a particular purpose, the policy may include language that limits coverage. Insured’s counsel must ensure that the policy provides the sought for coverage and make adjustments for additional risks that arise due to changed circumstances or actions by the company.

Recent cases are instructive regarding areas where D&O insurance coverage might be subject to dispute. These include whether an underlying matter constitutes a “Claim,” whether a settlement of a claim constitutes an insurable “loss,” the definition of “professional services,” application of the “insured vs. insured” exclusion, and more.

Listen as our authoritative panel examines common provisions and exclusions of D&O insurance policies as well as the provisions that are often heavily negotiated. The panel will discuss lessons from recent cases regarding coverage disputes and potential pitfalls when reviewing and negotiating D&O policies.


  1. Reviewing and negotiating D&O insurance policies
    1. Coverages and exclusions
    2. Policy limits
    3. Coverage extensions
    4. Policy terms
  2. Lessons from recent decisions regarding disputed coverage
  3. Insurance company perspective on coverage—importance of clarity, precision
  4. Other insurance that protect officers and directors—cyber, employment practices liability insurance, fiduciary coverage


The panel will review these and other key issues:

  • Which sections of a D&O policy should counsel always review?
  • How can D&O policies be tailored to fit the circumstances of the insured?
  • What do recent cases show about the interpretation of D&O coverages and exclusions?
  • What other kinds of insurance should counsel consider for claims that might impact directors and officers?


Darius N. Kandawalla, Member
Bailey Cavalieri, Columbus, Ohio

Mr. Kandawalla focuses his practice on directors and officers liability insurance and other related forms of management liability and professional liability insurance.  He has represented insurers as coverage and monitoring counsel in a wide-array of sophisticated claims and litigates insurance coverage issues on behalf of insurers throughout the country. He is regularly involved in complex coverage disputes under D&O, E&O, Fiduciary, EPL, and other related types of policies.

Evan Bundschuh, RPLU, Vice President
GB&A, Scarsdale, N.Y.

Mr. Bundschuh is Vice President at GB&A an independent insurance brokerage located in New York focused on insurance programs and risk management solutions for emerging and mid-sized companies. He assists clients with insurance program coordination and client-side advising on Directors & Officers, Professional Liability, and Cyber Insurance.

Matthew W. Beato, Esq.
Wiley Rein, Washington, D.C.

Mr. Beato represents professional liability and general liability insurers in complex coverage litigation. He provides strategic counseling and serves as monitoring counsel for insurers under a variety of coverages, including directors and officers, financial institution professional liability, cyber risk, lawyers malpractice, employment, and media and technology. 

Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


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AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Customer Reviews

The speakers prepared good outlines and followed them during their presentations.

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Ringer Law Office

The speaker's use of practical examples and not just talking about legal concepts, was very good.

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Gaglione, Dolan & Kaplan

The speakers were excellent and made it easy to understand the complex subjects.

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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

Department of Veterans Affairs

G. Thomas Stromberg


Jenner & Block

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