Management Liability Solutions for Public Companies

CODA Premier® Directors and Officers Liability Excess DIC Policy

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financial institutions - this policy is structured to offer broad, comprehensive coverage that cannot be canceled or rescinded for any reason other than non-payment of premium.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  • Policy many not be rescinded for any reason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

Forms/Applications