Directors & Officers (D&O) Liability Insurance
Guardian Insurance Agency
Safeguard your senior leadership—and the business decisions they make.
D&O insurance helps protect the personal assets of directors and officers and the balance sheet of your company when leaders are accused of wrongful acts in the course of managing the business. Claims may allege breach of fiduciary duty, misrepresentation, improper governance, errors in reporting, or failure to comply with regulations. D&O helps fund defense costs, settlements, and judgments—so a single decision doesn’t endanger your leadership or your enterprise.
Important: D&O policies don’t cover criminal acts, fraud, or decisions designed for personal gain (e.g., embezzlement). Most policies exclude bodily injury/property damage (that’s General Liability) and professional services errors (that’s E&O/Professional Liability).
What D&O typically covers
(Coverage varies by carrier and policy; we’ll tailor limits, retentions, and endorsements.)
- Alleged wrongful acts by directors/officers (past, present, future).
- Breach of fiduciary duty and mismanagement claims.
- Misstatements or omissions in financials or disclosures.
- Failure to comply with laws, regulations, or corporate governance standards.
- Defense costs, settlements, and judgments (often claims‑made and within limits).
Depending on your corporate indemnification rules, D&O may respond to costs paid by the individuals (non‑indemnifiable) or reimburse the company when it indemnifies its leaders.
How D&O policies are structured (the “Sides”)
- Side A (Individual Protection): Covers directors/officers when the company cannot indemnify them (e.g., insolvency or legal prohibition).
- Side B (Corporate Reimbursement): Reimburses the company for indemnification it provides to directors/officers.
- Side C (Entity Coverage): Covers the company itself (commonly for securities claims against the entity).
Private companies often package A/B/C; public companies emphasize Side C for securities exposure and may add Side A Difference‑in‑Conditions (DIC) for stronger individual protection.
Key policy mechanics to understand
- Claims‑made coverage: The policy responds when the claim is made, not when the act occurred.
- Retroactive date & prior acts: Check how far back coverage reaches; avoid gaps when switching carriers.
- Extended Reporting Period (Tail): Add tail coverage after a merger, sale, or policy cancellation.
- Duty to defend vs. indemnity: Some policies appoint counsel; others reimburse approved defense costs.
- Severability & conduct exclusions: Protect innocent directors if one person’s conduct is excluded.
- Allocation: Determines how defense/settlement costs are split among covered and uncovered parties/claims.
What kind of D&O policy do you need?
Your industry, ownership structure (private, public, nonprofit), board composition, and contractual obligations drive the right form and limits. We’ll help determine whether you need a management‑only form, full entity coverage, or Side A‑DIC to strengthen individual protection.
What influences cost
- Company size, revenue, and financials.
- Industry and regulatory environment.
- Claims history and litigation profile (including prior securities or governance claims).
- Corporate governance practices and risk controls.
- Limits, retentions (deductibles), and endorsements.
Helpful companion coverages & options
- Employment Practices Liability (EPLI) for harassment, discrimination, wrongful termination.
- Fiduciary Liability for ERISA/benefit plan management.
- Cyber Liability for data breaches and privacy claims.
- Crime/Employee Dishonesty for theft and embezzlement.
- Outside Directorship Liability if leaders serve on outside boards.
- Run‑off/Tail for M&A, IPO/SPAC transitions, or leadership changes.
The Guardian Way
We review your governance, indemnification agreements, and financials, then structure D&O with the right “Sides,” limits, and retentions—closing gaps and clarifying defense provisions. We stand ready when decisions are questioned.
Guardian Insurance Agency — Proper protection—prior to peril.
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