Primary Scope of Coverage

  • Entity Securities Coverage automatically included in the policy
  • Shareholder Derivative Demand Investigation Costs Coverage automatically included in the policy, subject to separate limit
  • Blanket Nonprofit Outside Position Coverage and scheduled coverage of For-Profit Outside Position Coverage
  • Crisis Fund Coverage automatically included in policy
  • Broad definition of “claim” includes criminal proceedings
  • Broad definition of “claim” also includes formal and informal interviews of insured persons by any governmental or self-regulatory authority, but only with respect to A-Side Coverage
  • Broad definition of “insured person” includes employees of the entity when named as defendants in securities
  • Broad definition of “wrongful act” includes service or status as fiduciaries of employee benefit plan sponsored solely by the insured entity, but only with respect to A-Side Coverage
  • Broad definition of “loss” expressly includes:
    • Punitive, exemplary, and multiple damages when insurable under the applicable law most favorable to the insured
    • Loss from claims under Section 11 and 12 of the Securities Act of 1933
    • Penalties under the Foreign Corrupt Practices Act
  • No express exclusions concerning:
    • Defamation or invasion of privacy
    • Failure to maintain insurance
    • Section 16(b) of the Securities Exchange Act of 1934
    • Unapproved remuneration
  • Narrow pollution exclusion: not applicable to non-indemnifiable loss
  • Narrow insured vs. insured exclusion:
    • Does not apply to claims by a bankruptcy or insolvency receiver, trustee, etc., for the entity
    • Does not apply to a claim by an insured person who has not served as such for four years
  • Liberal notice provisions:
    • Notice of claim as soon as practicable after risk manager or general counsel first learns of claim, not later than 90 days after the end of the policy period
    • Notice of circumstances is permitted during the discovery period
  • Liberal representations clause:
    • Knowledge of any insured person not imputed to any other insured person
    • Insuring Clause A non-rescindable
  • No hammer clause
  • No panel counsel
  • Broad Subsidiary Acquisition/Creation Coverage:
    • Coverage automatic for newly acquired subsidiaries unless assets exceed 25% of entity?s assets
    • 90-day automatic coverage for subsidiaries that exceed 25% of reporting threshold
  • Insurer may cancel only for nonpayment, upon 20 days? notice
business partners

Excess Scope of Coverage

  • Follows primary policy, but no broader than the most restrictive underlying insurance policy
  • No exclusions
  • Policy will not drop down due to exhaustion of sublimit, but policy will recognize payment of sublimit
  • Follows the underlying policy, designated as "Followed Policy" for key terms such as:
    • Cancellation
    • Discovery period
    • Notice of claims
  • Short policy form - only two pages in length

Contacts

Keith Riccio

Vice President
212-329-6923

East Region

David Hurd

Director
212-329-6902

Midwest Region

David Bock

Director
312-204-7101

West Region

Jennifer Law

Assistant Vice President
415-544-5790