CODA Premier Directors and Officers Liability Excess DIC Policy in the U.S.

Coverage Highlights

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

Policy many not be rescinded for any reason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

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