When Trouble Knocks, Will Directors and Officers Policies Answer?
|
|
- Virgil Harris
- 6 years ago
- Views:
Transcription
1 When Trouble Knocks, Will Directors and Officers Policies Answer? Michael John Miguel Morgan Lewis & Bockius LLP Los Angeles, California The limit of liability theory lies within the imagination of the plaintiffs bar. --First Year Law School Professors Everywhere I. INTRODUCTION With the financial institutions crisis in full swing, and investors losing more money daily, creative alternative avenues of cost recovery will inevitably be -- and already have been -- pursued. One such avenue is insurance, specifically coverage for wrongful acts under directors and officers (D&O) liability insurance policies. The answer to the question of whether a claim arising out of a failed credit default swap, investment strategy, or derivative investment would be covered under a D&O policy will fall along party lines: an insurance lawyer will say no and a policyholder lawyer will say not so fast. As with any matter, whether a claim is covered under a D&O policy will depend entirely on a comparison of the nature of the claims asserted, and the identity of the defendants sued. In cases that have been brought to date, the battle lines have been drawn as would be expected, with D&O insurers arguing that an investment or tax avoidance strategy does not meet the definition of a wrongful act under the policy, that the persons actually undertaking the alleged wrongful acts do not qualify under the definition of director or officer, or that a wrongful act is related to another that took place outside of the period of coverage. While it is too early to tell how the currently pending cases will turn out, the only thing we can depend on is that the debate will persist, and as court rulings are made, plaintiffs pursuing such actions will undoubtedly continue to synthesize their claims in an effort to perfect colorable claims for coverage under D&O policies.
2 II. DEPENDING ON THE NATURE OF THE CLAIM AND THE LEVEL OF SPECIFICITY IN THE PLAINTIFF S ALLEGATIONS, D&O POLICIES MAY PROVIDE COVERAGE D&O policies are a specialized form of coverage, which provide for: (i) claims against a corporation s directors and officers based on acts committed in their corporate capacities; (ii) the corporation s indemnification obligations to its directors and officers for such claims; and (iii) in some instances, the direct liability of the corporation itself for securities fraud. The specific provisions in each D&O policy may differ greatly based upon various facts, such as the nature of the corporation s business and the corporation s financial condition. Here, we examine the most typical form language. III. A DETERMINATION OF COVERAGE MAY BE MADE BASED ON ONE OR SEVERAL IMPORTANT PROVISIONS OF THE POLICY A denial of coverage may be based on one or more factors. An insurer may argue that the type of claims being made against the directors, officer or corporation are not considered wrongful acts under the policy, or that the types of claims being alleged do not constitute a loss under the terms of the policy. Another potential argument is that the claims are based on a series of related wrongful acts, the timing of which may impact whether a claim occurred during a policy period or not. The most important policy provisions in making a determination of coverage are: A) the insuring clauses, B) the policy period and whether it is on a claims made basis, C) what the notice requirements are, D) the definition of loss, E) what is considered a wrongful act or a related wrongful act, F) how the insured is defined, and G) what potential exclusions exist. A. The Insuring Clauses Establish the Type of Coverage Provided There are three primary forms of insuring clauses. Of the three forms, virtually all D&O policies contain directors and officers liability coverage and corporate reimbursement coverage. Entity coverage, the third type, is optional, though it is increasingly found in D&O policies. Sample Wording Directors and Officers Liability Coverage Insuring Clause The Insurer shall pay on behalf of the Directors and Officers any Loss for which such Directors and Officers are not indemnified by the Company and which the Directors and Officers become legally obligated to pay on account of any claim or claims made against him, individually or otherwise, during or after the Policy Period for a Wrongful Act committed or attempted by such Directors and Officers before or during the Policy Period. Sample Wording Corporate Reimbursement Coverage Insuring Clause Insurer agrees to pay on behalf of the Company any Loss for which the Company has, to the extent permitted or required by law, indemnified the Directors and Officers, and which the Directors and Officers have become legally obligated to pay as a result of a Claim where such Claim is first made during the Policy Period against the Directors and Officers for a Wrongful Act which takes place during or prior to the Policy Period. 2
3 Sample Wording Entity Coverage Insuring Clause for Securities Claim Liability Insurer agrees to pay on behalf of the Company all Loss for which the Company shall become legally obligated to pay as a result of a Securities Claim 1 first made during the Policy Period against the Company for a Wrongful Act which takes place during or prior to the Policy Period. Entity coverage is often limited to only certain type of claims, for example, a securities action claim or claims under federal or state securities law. This limitation is usually accomplished through endorsements or exclusions. B. The Policy Period and Notice Provisions Establish the Time Period for Covered Claims 1. Policy Period D&O policies are generally written on a claims made basis, providing coverage if a claim is made during the policy period, without regard to the date(s) on which the wrongful act occurred. However, the policies often restrict coverage for wrongful acts preceding the policy period through a retroactive date provision or a prior acts exclusion. Sample Wording Retroactive Date Provision This policy shall cover only those claims that are first made against the Insureds during the Policy Period and arising out of or related to a Wrongful Act committed within one year prior to the inception of the Policy Period. Under this form of a retroactive date provision, there would be no coverage for any claim arising out of a wrongful act that occurred prior to the retroactive date of the policy, even if the claim is not first made until sometime during the policy period. Sample Wording Prior Acts Exclusion The Insurer shall not be liable to make any payment for any Loss arising from any Claim alleging a Wrongful Act which occurred prior to the inception date of the Policy Period or after the end of the Policy Period. Any Loss arising out of the same or Related Wrongful Act shall be deemed to arise from the first such same or Related Wrongful Act. Under this type of policy exclusion, there would be no coverage for any claim arising out of a series of related wrongful acts if the first act occurred prior to the inception of the policy period, even if the claim is only first made during the policy period. Though the burden is on the insurer to prove this exclusion, it is particularly salient to claims arising from a series of financial transactions, which may or may not be connected by the parties. For example, an insurer unsuccessfully argued that separate investors who alleged virtually all the same material misrepresentations by the same advisor were not considered related acts. 2 But, at least one court has found that two or more errors, which lead to the same injury, are considered related acts, under a malpractice policy with similar exclusions Notice Provisions The term Claim is frequently defined in D&O policies, though not always. 1 As it would be defined in the policy. 2 Financial Mgmt. Advisors, LLC v. American Int l Specialty Lines Ins. Co., 506 F.3d 922, 926 (9 th Cir. 2007). 3 Bay Cities Paving & Grading, Inc. v. Lawyers Mut. Ins. Co., 5 Cal.4 th 854, 869 (1993). 3
4 Sample Wording Broad Definition of a Claim Claim means either a) a written demand for monetary or nonmonetary relief made against any Insured, or b) a civil, criminal, administrative or arbitration proceeding made against any Insured seeking monetary or nonmonetary relief. Virtually all D&O policies require the insured to promptly notify the insurer of any claim, as defined in the policy. Under a claims made policy, claims may be covered which are first made during the policy period, even if the claim is not first reported until after the end of the policy period. Under a claims made and reported policy, only those claims which are first made and reported to the insurer during the policy period may be covered. Policies vary, but they generally specify the form and content of the notice, including time limitations for reporting. Further, some policies require notification for merely potential claims. This often has the effect of extending coverage beyond the policy period, when a claim is not actually made until after the policy period has ended, so long as the potential claim was reported during the policy period. Sample Wording Notice of Potential Claims Requirement If during the Policy Period the Insured shall become aware of any Wrongful Act which may subsequently give rise to a Claim being made against the Insured, the Insured shall given written notice thereof to Insurer. Any Claim which may subsequently be made against the Insured arising out of such Wrongful Act shall be treated as a Claim made within the Policy Period. Courts across the United States have differed on whether or not duplicate notice is required under policies which require notice of actual and potential claims. There is a possibility that a claim reported as a potential claim will need to be re-reported once the actual claim has been made. C. The Definition of Loss Describes the Type of Financial Injuries That Will Be Covered for a Valid Claim Sample Wording Definition of Loss Loss means the total amount which the Company or any Director or Officer becomes legally obligated to pay as the result of all covered Claims first made against the Company or any Director or Officer during the Policy Period for Wrongful Acts including, but not limited to, damages, judgments, settlements, and Defense Costs. The definition of Loss is typically limited by certain express exclusions, which are generally contained within the definition. Sample Wording Exclusions in Definition of Loss Loss does not include (1) salaries, wages, overhead or benefit expenses of the Directors or Officers or employees of the Insured Company; (2) punitive or exemplary damages, except where insurable by law; (3) the multiple portion of any multiple damage award, except where insurable by law; (4) criminal or civil fines or penalties imposed by law; (5) taxes; (6) any amount not indemnified by the Company for which the Director or Officer is absolved from payment by reason of any covenant, agreement or court order; or (7) matters uninsurable under the law pursuant to which the Policy is construed. 4
5 For corporate reimbursement coverage, loss also includes the amounts that the corporation has indemnified or agreed to indemnify the directors and officers for claims made against them for wrongful acts. For entity coverage, loss is usually limited by the type of claim with which the loss is associated. D&O policies generally do not contain a separate duty to defend. Instead, defense costs are considered included in the definition of loss. Accordingly, any policy limit is reduced by the amount of defense costs the insurer pays. Sample Wording Duty to Defend Defense Costs means that part of Loss consisting of reasonable costs, charges and expenses (including but not limited to attorney fees) incurred in defending or investigating Claims, including appeals therefrom. Occasionally, defense costs must be advanced by the insurer, per the terms of the policy; otherwise, the insurer may reimburse defense costs at a later point in time. D. The Definitions of Wrongful Act and Related Wrongful Act Establish the Types of Claims that Will be Covered A Wrongful Act is typically defined to include any error, misstatement, misleading statement, act, omission, neglect or breach of duty committed or attempted, or allegedly committed or attempted, by any company or by one or more Directors or Officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being Directors or Officers. In connection with the prior acts exclusion described earlier, some D&O policies attempt to limit coverage by specifically excluding coverage for any Loss in connection with any Claim based upon, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any Wrongful Act occurring prior to certain dates, such as the policy inception date or the retroactive date. Termed Related Wrongful Acts, these are claims based on a series of acts which arise out of, are based on, relate to or are in consequence of, the same facts, circumstances or situations. In the context of credit default swaps with a hedge fund, an insurer may consider the allegations of the complaint regarding 1) the timing of the transaction at issue, and 2) whether it was one of several transactions, and if so, when the first transaction occurred. If the swaps were related on the same facts or circumstances, some of which occurred prior to the policy period, coverage could be denied. The inclusion of Related Wrongful Acts in the covered Loss limits the coverage available to the maximum available per Loss, and precludes each Related Wrongful Act from being considered a separate claim and therefore, subject to multiple limits. Occasionally, this benefits the insured when, for example, there is a deductible, which must only be paid once for the entire series of wrongful acts. E. The Definition of an Insured Person Will Establish Whether Coverage is Available for Named Individuals D&O policies provide coverage for the Insured, which includes directors and officers as they are defined in the policy, either directly or in the form of reimbursement to the corporation for covered amounts incurred on behalf of the directors and officers. Older D&O policies frequently do not cover the corporation itself for wrongful acts, or for its vicarious liability for the wrongful acts of its officers and directors. Now, however, D&O policy forms often extend entity coverage to the corporation for specified types of claims, e.g. for violation of federal and state securities laws, thereby including the company in the definition of Insured for certain claims. The individuals included in the definition of Directors and Officers can often be extensive, as the definition can be quite broadly interpreted. 5
6 Sample Wording Definition of Directors and Officers Directors and Officers means any persons who were, now are, or shall become duly elected or appointed directors, officers, trustees, managers, or divisional officers of the Company, or with respect to a Subsidiary incorporated outside of the United States, their functional equivalent. Depending on the allegations contained in the complaint, this broad definition may be interpreted to include even low level managers. This determination is based upon an analysis of the description provided in the complaint of the individual s role and position within the organization. The specificity with which the person s role and position is described also influences whether the person may be considered a covered Director or Officer. Employees, at any level, if described as managers in the complaint are likely to be covered. Even if a person is not identified specifically as a manager, if the description in the allegations indicate managerial or supervisory responsibilities, an argument for coverage is possible. F. Exclusions Limit Otherwise Available Coverage Though claims for willful acts are often excluded from any type of insurance coverage by statute, many D&O policies contain provisions explicitly excluding fraudulent, dishonest, or criminal acts. Sample Wording Exclusion for Fraudulent, Dishonest or Criminal Acts The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against any Insured: 1) brought about or contributed to by any deliberately fraudulent or deliberately dishonest act or omission or any willful violation of any statute or regulation by such Insured or 2) for an Insured gaining any personal profit, remuneration or advantage to which such Insured was not legally entitled. This exclusion is often tempered by the requirement that there be a judgment or other final adjudication adverse to the Insured, which establishes: 1) the deliberately fraudulent or deliberately dishonest act or omission or willful violation, or 2) the gaining of any personal profit, remuneration or advantage. Moreover, courts have interpreted this provision to apply only to an intentional act, therefore extending coverage for negligent misrepresentations or failure to supervise others. A court may also consider whether a person was legally entitled to profits based upon actions taken by others in the exercise of business judgment. Other exclusions are possible, but rare, and may impact coverage. For example, some D&O policies have exclusions for actions initiated by regulatory agencies against the insured, actions related to securities, insider profits or trading, and rarely, for Racketeer Influenced and Corruption Organization Act ( RICO ) claims. 6
7 ABOUT THE PRESENTER Michael John Miguel is a partner in the Litigation Practice Group, where he is focused on commercial litigation, including insurance recovery, environmental litigation, toxic tort defense, antitrust, and intellectual property. Mr. Miguel is a trial lawyer, acting as lead counsel for energy, petrochemical and manufacturing clients in several cases nationwide, involving allegations of property damage, bodily injuries and damage to the environment as a result of current of historic operations. Mr. Miguel also pursues insurance recoveries for liabilities of his clients, who have received over $1 billion in judgments and settlements. Mr. Miguel has acted as outside national and regional counsel for clients, including major oil companies for environmental and insurance litigation matters, and successfully defended the largest groundwater contamination class action suit ever certified in California. Business-First Approach While a trial lawyer, Mr. Miguel understands and appreciates that clients view litigation in the overall context of business operations, and that most cases where parties act reasonably should settle before trial, unless non-monetary objectives dictate a case be pursued to formal resolution. The business objectives of the client are always the guiding principle of litigation strategy. Trial Practice Mr. Miguel has appeared and argued before courts in thirteen states, and tried cases in both federal and state courts, to juries and to the bench, on behalf of plaintiffs and defendants. His success is the result of the ability to communicate complex, technical issues and information in an understandable, effective and persuasive manner. Education J.D., University Of Southern California Law Center 1989 B.A., University of California at Los Angeles, 1986
Insurance Coverage for Governmental Investigations of Financial Institutions
NOVEMBER 2005 Insurance Coverage Insurance Coverage for Governmental Investigations of Financial Institutions By David T. Case and Matthew L. Jacobs 1 Over the last few years, many companies in the financial
More informationMANAGED CARE ERRORS AND OMISSIONS COVERAGE ENDORSEMENT FIDUCIARY COVERAGE SECTION E1855MBG-0309
MANAGED CARE ERRORS AND OMISSIONS COVERAGE ENDORSEMENT FIDUCIARY COVERAGE SECTION E1855MBG-0309 In consideration of the premium charged, it is hereby understood and agreed that FIDUCIARY COVERAGE SECTION
More informationFIDUCIARY LIABILITY COVERAGE PART
FIDUCIARY LIABILITY COVERAGE PART I. INSURING AGREEMENTS Fiduciary Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Fiduciary Claim first made against the Insureds during
More informationAIG Specialty Insurance Company
AIG Specialty Insurance Company A capital stock company DIRECTORS, OFFICERS AND NOT-FOR-PROFIT ORGANIZATION LIABILITY COVERAGE SECTION ONE ( D&O COVERAGE SECTION ) Notice: Pursuant to Clause 1 of the General
More informationSPECIMEN. D&O Elite SM Directors and Officers Liability Insurance. Chubb Group of Insurance Companies 15 Mountain View Road Warren, New Jersey 07059
Chubb Group of Insurance Companies 15 Mountain View Road Warren, New Jersey 07059 D&O Elite SM Directors and Officers Liability Insurance DECLARATIONS FEDERAL INSURANCE COMPANY A stock insurance company,
More informationForeFront Portfolio SM For Not-for-Profit Organizations Directors & Officers. Insuring Clauses
In consideration of payment of the premium and subject to the Declarations, the General Terms and Conditions, and the limitations, conditions, provisions and other terms of this Coverage Section, the Company
More informationDirectors, Officers and Corporate Liability Insurance Coverage Section
Directors, Officers and Corporate Liability Insurance Coverage Section CLAIMS MADE NOTICE FOR POLICY NOTICE: THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE AND REPORTED BASIS SUBJECT TO ITS TERMS. THIS
More informationFIDUCIARY LIABILITY COVERAGE PART
FIDUCIARY LIABILITY COVERAGE PART I. INSURING AGREEMENTS Fiduciary Liability The Insurer shall pay Loss on behalf of the Insureds resulting from a Fiduciary Claim first made against the Insureds during
More informationDirectors, Officers and Organization Liability Insurance Coverage Section. This is a Claims Made Policy. Please read it carefully.
Directors, Officers and Organization Liability Insurance Coverage Section This is a Claims Made Policy. Please read it carefully. CLAIMS MADE WARNING FOR POLICY NOTICE: THIS POLICY PROVIDES COVERAGE ON
More informationEmployed Lawyers Liability Coverage Part
Employed Lawyers Liability Coverage Part In consideration of the payment of the premium and subject to all terms, conditions and limitations of this Coverage Part and the General Terms and Conditions for
More informationFiduciary Policy Comparisons
Fiduciary Policy Comparisons Hartford Fiduciary Liability Coverage PE 00 H015 02 0507, Common Terms and Conditions June, 2008 Topic - DEFENSE AND SETTLEMENT Solely with respect to those Liability Coverage
More informationPUBLIC ENTITY PAK EMPLOYMENT PRACTICES LIABILITY COVERAGE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PUBLIC ENTITY PAK EMPLOYMENT PRACTICES LIABILITY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL
More informationA. Administration means one or more of the following administrative duties or activities with respect to a Plan:
FIDUCIARY LIABILITY CLAUSE I. INSURING CLAUSES A. The Underwriters shall pay on behalf of the Insureds all Loss resulting from any Claim first made against any Insured and reported in writing
More informationPRIVATE CHOICE PREMIER SM POLICY for COMMUNITY BANKS
PRIVATE CHOICE PREMIER SM POLICY for COMMUNITY BANKS DIRECTORS, OFFICERS AND ENTITY LIABILITY COVERAGE PART I. INSURING AGREEMENTS Insured Person Liability The Insurer shall pay Loss on behalf of the Insured
More informationExecutive Protection Policy
Employment Practices Coverage Section In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and the limitations, conditions, provisions and other terms
More informationManagement liability employment practices liability Policy wording
The General terms and conditions and the following terms and conditions all apply to this section. Cover under this section is given on an aggregate basis unless otherwise specified. Special definitions
More informationEMPLOYMENT PRACTICES LIABILITY POLICY
EMPLOYMENT PRACTICES LIABILITY POLICY THIS IS A CLAIMS MADE POLICY WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ AND REVIEW THE POLICY CAREFULLY. In consideration of the payment
More informationTHIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
MISCELLANEOUS PROFESSIONAL LIABILITY THIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. I. INSURING AGREEMENTS II. A.
More informationSPECIMEN. Executive Protection Policy DECLARATIONS EDUCATOR S PROFESSIONAL LIABILITY COVERAGE SECTION. Educational Institution: Item 5.
Executive Protection Policy DECLARATIONS EDUCATOR S PROFESSIONAL LIABILITY COVERAGE SECTION Item 1. Educational Institution: Item 2. Item 3. Limits of Liability: (A) Each Loss Each Policy Year (B) Note
More informationSPECIMEN. of Financial Impairment of the issuers of such Underlying Insurance;
In consideration of payment of the premium and subject to the Declarations, limitations, conditions, provisions and other terms of this Policy, the Company and the Insured Person agree as follows: Insuring
More informationDirectors and Officers Liability and Reimbursement Coverage Part for Condominiums Associations
Declarations POLICY NO. Item 1. Named Insured and Mailing Address: Item 2. Policy Period: From to at 12:01 A.M. Standard Time at the mailing address shown above Item 3. Limits of Liability: Each Loss $
More informationFive Questions to Ask to Maximize D&O Insurance Coverage of FCPA Claims
Five Questions to Ask to Maximize D&O Insurance Coverage of FCPA Claims By Andrew M. Reidy, Joseph M. Saka and Ario Fazli Lowenstein Sandler Companies spend hundreds of millions of dollars annually to
More informationEmployment Practices Liability Coverage Element Declarations
Wesco Insurance Company 800 Superior Ave E., 21 st Floor Cleveland, OH 44114 Employment Practices Liability Coverage Element Declarations 1. NAMED INSURED: 2. POLICY PERIOD: Inception: Expiration: The
More informationCOVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY
COVERAGE PART A. NON PROFIT DIRECTORS AND OFFICERS LIABILITY NOTICE: This is a Claims Made Policy. This Policy only covers those Claims first made against the Insured during the Policy Period or Extended
More informationTHIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE READ IT CAREFULLY. (hereinafter referred to as the Insurer) Sample
PRIVATE COMPANY DIRECTORS AND OFFICERS LIABILITY DECLARATIONS COMPANY SYMBOL POLICY PREFIX & NUMBER Corporate Office 945 E. Paces Ferry Rd. Suite 1800 Atlanta, GA 30326 THIS IS A CLAIMS MADE AND REPORTED
More informationPENSION AND WELFARE BENEFIT PLAN FIDUCIARY LIABILITY COVERAGE PART
PENSION AND WELFARE BENEFIT PLAN FIDUCIARY LIABILITY COVERAGE PART THIS IS A CLAIMS MADE COVERAGE PART WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ AND REVIEW THE POLICY CAREFULLY.
More informationSpecimen. Private Company Management Liability Insurance Policy Employment Practices Liability Coverage Part ( EPLI Coverage Part )
In consideration of the premium charged and in reliance upon the statements made by the Insureds in the Application, which forms a part of this Policy, the Insurer agrees as follows: I. Insuring Agreements
More informationPLF Claims Made Excess Plan
2019 PLF Claims Made Excess Plan TABLE OF CONTENTS INTRODUCTION... 1 SECTION I COVERAGE AGREEMENT... 1 A. Indemnity...1 B. Defense...1 C. Exhaustion of Limit...2 D. Coverage Territory...2 E. Basic Terms
More informationTHIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
Wrap SM Fiduciary Liability THIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. I. INSURING AGREEMENTS A. The Company shall pay on
More informationDirectors And Officers Liability Reimbursement Insurance Fund
Directors And Officers Liability Reimbursement Insurance Fund Schedule Policy No: Fund: Address: Period of Insurance: From: To: (both dates inclusive) Limit of Indemnity: Retentions: Premium: i) Claims
More information[Carrier name] FIDUCIARY LIABILITY COVERAGE ENHANCEMENTS ENDORSEMENT (EP PORTFOLIO)
ENDORSEMENT/RIDER [Print Coverage Section description on Endorsements] Effective date of this endorsement/rider: [Transaction Effective Date] [Carrier name] Endorsement/Rider No. [Endorsement number that
More informationGreat American E&S Insurance Company. ExecPro. Professional Liability Protection
Great American E&S Insurance Company ExecPro Professional Liability Protection sm ExecPro Professional Liability Insurance Policy Great American E&S Insurance Company - Executive Liability Division: 1515
More informationCoverage D002 V2 D002 V3 +/=/- Notes. Non-Profit Liability Insurance. Coverage D002 V2 D002 V3 +/=/- Notes
Wording Comparison Coverage D002 V2 D002 V3 +/=/- Notes Specialty Solutions Non-Profit Liability Insurance Coverage D002 V2 D002 V3 +/=/- Notes Insuring Agreements Insuring Agreements: A - Insured's Liability
More informationif such offense is committed within the United States of America, its territories or possessions, or Canada.
This Certificate is issued in accordance with the limited authorization granted under Contract to the Correspondent by certain Underwriters at Lloyd's, London, whose names and the proportions underwritten
More informationSPECIMEN. Power Source SM Employment Practices Liability Coverage Section
In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and the limitations, conditions, provisions and other terms of this Coverage Section, the Company
More informationLAWYERS PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY PLEASE READ CAREFULLY
LAWYERS PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY PLEASE READ CAREFULLY THIS POLICY IS WRITTEN ON A CLAIMS-MADE AND REPORTED BASIS AND PROVIDES PROFESSIONAL LIABILITY COVERAGE
More informationENTREPRENEUR S STARTUP SCALEUP IPO GUIDE.
ENTREPRENEUR S GUIDE www.smeguide.org STARTUP SCALEUP IPO DOWNLOAD THE ELECTRONIC VERSION OF THE GUIDE AT: www.smeguide.org 20 DIRECTORS AND OFFICERS INSURANCE: INSURING YOURSELF AND YOUR COMPANY CLYDE
More informationTHIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE READ IT CAREFULLY. (hereinafter referred to as the Insurer) Sample
NON-PROFIT ORGANIZATION FIDUCIARY LIABILITY DECLARATIONS COMPANY SYMBOL POLICY PREFIX & NUMBER Corporate Office 945 E. Paces Ferry Rd. Suite 1800 Atlanta, GA 30326 THIS IS A CLAIMS MADE AND REPORTED POLICY.
More informationB. Co-Defendant Coverage. This alternative grants coverage for any claim against the company provided that the claim is also made against D&Os.
GLOSSARY I. INSURANCE COVERAGE TERMS Allocation refers to the process of determining the amount of defense costs and any settlement or judgment which is properly attributable or allocated to covered claims
More informationGENERAL PARTNERS LIABILITY POLICY (INCLUDING PARTNERSHIP REIMBURSEMENT)
GENERAL PARTNERS LIABILITY POLICY (INCLUDING PARTNERSHIP REIMBURSEMENT) NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY. EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, THE COVERAGE UNDER THIS POLICY IS
More informationDECLARATIONS EXECUTIVE LIABILITY AND 15 Mountain View Road, Warren, New Jersey INDEMNIFICATION POLICY
Chubb Group of Insurance Companies DECLARATIONS EXECUTIVE LIABILITY AND 15 Mountain View Road, Warren, New Jersey 07059 INDEMNIFICATION POLICY ITEM 1. Parent Organization (Name and Address): Policy Number:
More informationPrivate Investment Fund Liability Insurance Management and Professional Liability Coverage Part
I. Insuring agreements We will pay loss in excess of any applicable retention resulting from claims against you for a wrongful act as follows, provided the claim is first made against you and reported
More informationDirectors' & officers' liability insurance endorsement
International Transport Intermediaries Club Ltd 90 Fenchurch Street London EC3M 4ST T +44 (0)20 7338 0150 F +44 (0)20 7338 0151 E itic@thomasmiller.com www.itic-insure.com @ITICLondon Directors' & officers'
More informationLITTLE FISH, BIG PONZI: RECOUPING MADOFF LOSSES THROUGH INSURANCE PROCEEDS
For More Information: Rachel S. Kronowitz Ellen Katkin 202.772.2273 202.772.1960 kronowitzr@gotofirm.com katkine@gotofirm.com February 2009, No. 4 LITTLE FISH, BIG PONZI: RECOUPING MADOFF LOSSES THROUGH
More informationDirectors and Officers Liability Insurance
Directors and Officers Liability Insurance Challenges and Coverages Richard S. Pitts, IIAI General Counsel 8900 Keystone Crossing, Suite 800 Indianapolis, Indiana 46240 Phone: 317-554-8592 Fax: 317-554-8593
More informationTHIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE READ IT CAREFULLY. (hereinafter referred to as the Insurer) Sample
NON-PROFIT ORGANIZATION DIRECTORS AND OFFICERS LIABILITY DECLARATIONS COMPANY SYMBOL POLICY PREFIX & NUMBER Corporate Office 945 E. Paces Ferry Rd. Suite 1800 Atlanta, GA 30326 THIS IS A CLAIMS MADE AND
More informationVI. DIRECTORS AND OFFICERS COVERAGE
VI. DIRECTORS AND OFFICERS COVERAGE Entertainment & Sports Insurance Experts, Inc. 5560 New Northside Drive, Suite 640 Atlanta, GA 30328 Phone: 678-324-3300 800-342-4371 Fax: 678-324-3303 50 USA VOLLEYBALL
More informationEMPLOYEE BENEFITS LIABILITY COVERAGE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYEE BENEFITS LIABILITY COVERAGE THIS ENDORSEMENT PROVIDES CLAIMS-MADE AND REPORTED COVERAGE. PLEASE READ THE ENTIRE ENDORSEMENT CAREFULLY.
More informationLAND SURVEYORS PROFESSIONAL LIABILITY INSURANCE POLICY
LAND SURVEYORS PROFESSIONAL LIABILITY INSURANCE POLICY TABLE OF CONTENTS Policy Provision Page DECLARATIONS DEFINITIONS CLAIM... 1 CLAIM EXPENSES... 1 COMPANION CLAIM... 1 DAMAGES... 2 INSURED... 2 POLICYHOLDER...
More informationPRIVATE CHOICE PREMIER SM POLICY FOR COMMUNITY BANKS
PRIVATE CHOICE PREMIER SM POLICY FOR COMMUNITY BANKS BANKERS PROFESSIONAL LIABILITY COVERAGE PART I. INSURING AGREEMENT Banking Services Liability The Insurer shall pay Loss on behalf of an Insured resulting
More informationTHIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
BROAD FORM PLUS+ DIRECTORS AND OFFICERS LIABILITY COVERAGE THIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. CONSIDERATION CLAUSE
More informationTHIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
FIDUCIARY LIABILITY THIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. I. INSURING AGREEMENTS II. A. The Company will
More informationCorporateGuard 2013 SEC Directors and Officers Liability Insurance
AIG CorporateGuard CorporateGuard 2013 SEC Directors and Officers Liability Insurance Policy Wording In consideration of the payment of the premium or agreement to pay the premium the Insurer and the Policyholder
More informationForeFront Portfolio SM For Not-for-Profit Organizations Employment Practices Liability Coverage Section
In consideration of payment of the premium and subject to the Declarations, the General Terms and Conditions, and the limitations, conditions, provisions and other terms of this, the Company and the Insureds
More informationManagement Liability. Insurance Policy. Executive Risk Indemnity Inc. Home Office: 2711 Centerville Road, Suite 400 Wilmington, DE 19808
Management Liability Insurance Policy Executive Risk Indemnity Inc. Home Office: 2711 Centerville Road, Suite 400 Wilmington, DE 19808 Administrative Offices/Mailing Address: 82 Hopmeadow Street Simsbury,
More informationRIGHT TO INDEPENDENT COUNSEL: OVERVIEW AND UPDATE
RIGHT TO INDEPENDENT COUNSEL: OVERVIEW AND UPDATE Wes Johnson Cooper & Scully, P.C. 900 Jackson Street, Suite 100 Dallas, TX 75202 4452 Telephone: 214 712 9500 Telecopy: 214 712 9540 Email: wes.johnson@cooperscully.com
More informationTHIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
EMPLOYMENT PRACTICES LIABILITY COVERAGE THIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. I. INSURING AGREEMENT A. The
More informationLabor Management Trust Fiduciary Liability Policy
Labor Management Trust Fiduciary Liability Policy In consideration of the payment of the premium and subject to the Declarations, limitations, conditions, provisions and other terms of this policy, the
More informationFORCEFIELD SM PRIVATE COMPANY MANAGEMENT LIABILITY PACKAGE POLICY Fiduciary Liability Coverage Section
ALLIED WORLD ASSURANCE COMPANY (U.S.) INC. FORCEFIELD SM PRIVATE COMPANY MANAGEMENT LIABILITY PACKAGE POLICY Fiduciary Liability Coverage Section In consideration of the payment of the premium and in reliance
More informationAMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY 175 Water Street Group, Inc. New York, NY 10038
AIG COMPANIES AIG MERGERS & ACQUISITIONS INSURANCE GROUP SELLER-SIDE R&W TEMPLATE AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY 175 Water Street Group, Inc. New York, NY 10038 A Member Company
More informationManagement liability - Corporate legal liability Policy wording
Special definitions for this section The General terms and conditions and the following terms and conditions all apply to this section. Claim 1. Any written demand or civil or arbitration proceeding seeking
More informationManagement liability corporate legal liability Policy wording
The General terms and conditions and the following terms and conditions all apply to this section. Cover under this section is given on an aggregate basis unless otherwise specified. Special definitions
More informationCOURT USE ONLY Attorneys for Plaintiff: COMPLAINT AND JURY DEMAND
DISTRICT COURT, CITY AND COUNTY OF DENVER, COLORADO 1437 Bannock Street Denver, Colorado 80202 Plaintiffs: MRP GROUP, LP, an Ontario Limited Partnership; MRP VENTURE II (GP) LP, an Ontario Limited Partnership;
More informationForeFront Portfolio 3.0 SM Employed Lawyers Liability Coverage Part
In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, and the limitations, conditions, provisions and other terms of this, the Company and the Insureds
More informationINSURANCE COVERAGE COUNSEL
INSURANCE COVERAGE COUNSEL 2601 AIRPORT DR., SUITE 360 TORRANCE, CA 90505 tel: 310.784.2443 fax: 310.784.2444 www.bolender-firm.com 1. What does it mean to say someone is Cumis counsel or independent counsel?
More informationManagement Liability Insurance Policy Employed Lawyers Liability Coverage Part ( ELAW Coverage Part )
In consideration of the premium charged and in reliance upon the statements made by the Insureds in the Application, which forms a part of this Policy, the Insurer agrees as follows: I. Insuring Agreements
More informationMiscellaneous Professional Liability Policy
Miscellaneous Professional Liability Policy U R Covered Inc. Home Office: 123 Insurance Ave. City, St. 55555-0000 Phone: 800-555-1111 Fax: 860-555-2222 SAMPLE MISCELLANEOUS PROFESSIONAL LIABILITY POLICY
More informationPitfalls of Adding Clients or Other Design Professionals as Additional Insureds
BluePrint For Design Professionals Pitfalls of Adding Clients or Other Design Professionals as Additional Insureds By Thomas Hay and Kevin Kieffer Architects and engineers who obtain professional liability
More informationProspectus Liability Insurance
Schedule Policy No: Issuing Company: Address: Period of Insurance: From: To: (both dates inclusive) Limit of Indemnity: Retentions for Insurance Clause: 1 a) 1 b) 1 c) 1 d) Premium: Underwriting Agreement:
More informationINSTITUTE FOR CORPORATE COUNSEL
STEPTOE & JOHNSON LLP ATTORNEYS AT LAW INSTITUTE FOR CORPORATE COUNSEL NINETEENTH ANNUAL SEMINAR MARCH 30-31, 2000 EMPLOYMENT PRACTICES LIABILITY INSURANCE LLOYD C. LOOMIS STEPTOE & JOHNSON LLP 633 West
More informationLAWYERS PROFESSIONAL LIABILITY INSURANCE CLAIMS-MADE POLICY
LAWYERS PROFESSIONAL LIABILITY INSURANCE CLAIMS-MADE POLICY COVERAGE DEFENSE AND SETTLEMENT TERRITORY WE will pay, subject to OUR limit of liability, all DAMAGES the INSURED may be legally obligated to
More informationEmployment Practices Liability for Law Firms
Employment Practices Liability for Law Firms Insurance Policy Executive Risk Indemnity Inc. Home Office: The Prentice-Hall Corporation System, Inc. 1013 Centre Road Wilmington, Delaware 19805-1297 Administrative
More informationUNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION
Deer Oaks Office Park Owners Association v. State Farm Lloyds Doc. 25 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION DEER OAKS OFFICE PARK OWNERS ASSOCIATION, CIVIL
More informationPRIVATE COMPANY EMPLOYMENT PRACTICES LIABILITY DECLARATIONS
PRIVATE COMPANY EMPLOYMENT PRACTICES LIABILITY DECLARATIONS COMPANY SYMBOL POLICY PREFIX & NUMBER Corporate Office 945 E. Paces Ferry Rd. Suite 1800 Atlanta, GA 30326 THIS IS A CLAIMS MADE AND REPORTED
More informationPension Liability Insurance
Policy To be solid, insurance must be flexible. Contents Page 1. Insuring Clauses and Definitions Insuring Clause 1: Liability 4 Insuring Clause 2: Contribution Notices 4 Insuring Clause 3: Exoneration
More informationA GUIDE TO PURCHASING LAWYER S PROFESSIONAL LIABILITY INSURANCE IN VIRGINIA
A GUIDE TO PURCHASING LAWYER S PROFESSIONAL LIABILITY INSURANCE IN VIRGINIA Presented By The Virginia State Bar's Special Committee on Lawyer Malpractice Insurance August 2008 The Need For Professional
More informationResponding to Allegations of Bad Faith
Responding to Allegations of Bad Faith Matthew M. Haar Saul Ewing LLP 2 N. Second Street, 7th Floor Harrisburg, PA 17101 (717) 257-7508 mhaar@saul.com Matthew M. Haar is a litigation attorney in Saul Ewing
More informationCorporate legal liability
Special definitions for this section The General terms and conditions and the following terms and conditions all apply to this section. Claim 1. Any written demand or civil or arbitration proceeding seeking
More informationIndemnification: Forgotten D&O Protection
Indemnification: Forgotten D&O Protection In the current post-enron environment, directors and officers increasingly realize, perhaps more than ever before, that absent strong financial protection, their
More informationUNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE NO.
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation, v. Plaintiff, SEA SHEPHERD CONSERVATION SOCIETY, an Oregon nonprofit corporation,
More informationEMPLOYEE BENEFITS LIABILITY COVERAGE
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 04 35 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYEE BENEFITS LIABILITY COVERAGE THIS ENDORSEMENT PROVIDES CLAIMS-MADE COVERAGE.
More informationAlternative business entities: liability and insurance issues
Alternative business entities: liability and insurance issues TABLE OF CONTENTS I. PARTNERSHIPS...2 II. LIMITED LIABILITY COMPANIES...9 III. COVERAGE FOR AFFILIATES...12 i For liability, tax and operating
More informationCLAIMS AGAINST INDUSTRIAL HYGIENISTS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART TWO: WHAT TO DO WHEN A CLAIM HAPPENS
CLAIMS AGAINST INDUSTRIAL HYGIENISTS: THE TRILOGY OF PREVENTION, HANDLING AND RESOLUTION PART TWO: WHAT TO DO WHEN A CLAIM HAPPENS Martin M. Ween, Esq. Partner Wilson, Elser, Moskowitz, Edelman & Dicker,
More informationWhy a Project Owner Isn t Made an Additional Insured Under a Design Professional s Errors and Omissions Policy
constructionrisk.com http://www.constructionrisk.com/2011/07/why-project-owners-aren t-made-additional-insureds-under-a-design-professional s-errorsand-omissions-policy/ Why a Project Owner Isn t Made
More informationLaw and Order: Lawyers Professional Liability Policies (LPL) Beth Whitney Head of Small & Mid-sized Lawyers Swiss Re Corporate Solutions
Law and Order: Lawyers Professional Liability Policies (LPL) Beth Whitney Head of Small & Mid-sized Lawyers Swiss Re Corporate Solutions What are a Lawyers most valuable assets? License Reputation Provide
More informationDIRECTORS, OFFICERS, AND ORGANIZATION LIABILITY COVERAGE
DIRECTORS, OFFICERS, AND ORGANIZATION LIABILITY COVERAGE THIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ THE POLICY CAREFULLY. CONSIDERATION CLAUSE
More informationWHAT EVERY LAWYER SHOULD KNOW ABOUT INSURANCE COVERAGE
WHAT EVERY LAWYER SHOULD KNOW ABOUT INSURANCE COVERAGE Jean H. Hurricane SSL Law LLP John S. Worden Schiff Hardin LLP 1 2 I. TYPES OF INSURANCE 3 4 FIRST PARTY V. THIRD PARTY 5 CLAIMS MADE V. OCCURRENCE
More informationTHIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY.
Wrap HEALTH CARE ORGANIZATION DIRECTORS, OFFICERS AND TRUSTEES LIABILITY THIS IS A CLAIMS MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ ALL TERMS CAREFULLY. I. INSURING
More informationCharities - Professional and legal liability Policy wording
The General terms and conditions and the following terms and conditions all apply to this section. Special definitions for this section Claim Crisis containment costs Defence costs Employee Employment
More informationPresented by Howard S. Shafer Shafer Glazer LLP. July 23, 2013
Presented by Howard S. Shafer Shafer Glazer LLP July 23, 2013 Primarily governed by common law of contracts New York: no private right of action under NY Insurance Law 1261 (Unfair Claim Settlement Practices
More informationD&O Insurance - Not for Profit
Why do we need D&O Insurance? Nonprofit organizations, their directors and officers, committee members, trustees, employees and volunteers can be sued for a long list of issues including breaches of fiduciary
More information1. a negligent act, error or omission; 2. false arrest, detention or imprisonment; 3. malicious prosecution; 4. the wrongful eviction from, wrongful e
IRONSHORE SPECIALTY INSURANCE COMPANY One State Street Plaza 7th Floor New York, NY 10004 Toll Free: (877) IRON411 Policy Number: Insured Name: ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY INSURANCE
More informationADDRESSING MULTIPLE CLAIMS.
0022 [ST: 1] [ED: 10000] [REL: 2] Composed: Wed Oct 15 14:15:43 EDT 2008 IV. ADDRESSING MULTIPLE CLAIMS. 41.11 Consider Insurance Provisions as to Multiple Claims and Interrelated Wrongful Acts. 41.11[1]
More information[Carrier name] FIDUCIARY LIABILITY COVERAGE ENHANCEMENTS ENDORSEMENT (FOREFRONT PORTFOLIO 3.0 sm )
ENDORSEMENT/RIDER [Print Coverage Section description on Endorsements] Effective date of this endorsement/rider: [Transaction Effective Date] [Carrier name] Endorsement/Rider No. [Endorsement number that
More informationLIBERTY INSURANCE UNDERWRITERS, INC. (The Liberty Mutual Group)
AGENTS AND BROKERS PROFESSIONAL LIABILITY POLICY The words You, Your and Yours mean the Insured and the words We, Us, and Our refer to the company providing this insurance. In consideration of the payment
More informationNOTICE OF PROPOSED CLASS ACTION SETTLEMENT YOU MAY BE REQUIRED TO FILE A CLAIM FORM. NOT ALL CLASS MEMBERS ARE REQUIRED TO FILE A CLAIM FORM.
The Superior Court of the State of California authorized this Notice. This is not a solicitation from a lawyer. NOTICE OF PROPOSED CLASS ACTION SETTLEMENT If you are a lawyer or law firm that has paid,
More informationDirectors and Officers Liability Insurance Policy Wording
THIS IS A NON-BINDING TRANSLATION FROM THE CZECH LANGUAGE FOR THE PURPOSE OF VERIFICATION ONLY AND IS NOT TO BE USED FOR CONTRACT PURPOSES. PLEASE NOTE THAT ONLY THE CZECH VERSION OF THIS WORDING IS BINDING
More informationExecPro. Public Solution
ExecPro Public Solution ExecPro Public Solution Insurance Policy Great American Insurance Group - Executive Liability Division: 1515 Woodfield Road, Suite 500, Schaumburg, IL 60173 Table of Contents I.
More informationVenture Capital Private Equity
Quick Reference Guide Zurich Asset Investment Managers Insurance Venture Capital Private Equity Zurich Insurance Solution (Venture Capital - Private Equity) has been updated and given a new name Zurich
More informationOLD REPUBLIC INSURANCE COMPANY
THE ADVANTAGE ENDORSEMENT This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION AND MANAGEMENT LIABILITY INSURANCE POLICY (DUTY TO DEFEND) It is understood and agreed
More information