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Directors & Officers

The value of boardroom engagement

Aligning the organisation’s risk profile with governance and liability awareness among directors and officers

Directors & Officers Liability

Helping directors face the future and conduct their business with confidence.

Administrators, managers and directors of any company, regardless of its size or activities, carry significant responsibilities in relation to the way they conduct themselves and justify the trust placed in them. This may result in claims against them for actual and alleged breach of duty, neglect, misstatements, errors and omissions.

Actions against the company and its management can involve a high degree of personal liability for the individuals. With potential penalties that range from hefty fines, all the way to disqualification and possible imprisonment, the need for an immediate and effective response to any threat is clear.

Product Details

AIG is the world leader in D&O insurance and we ensure our clients are protected against new and emerging types of risk, updating our cover regularly. This expertise extends to the support of our claims teams, who can draw upon the experience of our world-wide network.

Our CorporateGuard offering is the strongest we have ever produced. It's built on our longevity in the sector, our global franchise, our technical expertise and our experience handling more claims against directors than anyone else.

 

Who is it for?

 

Mid to large sized companies in all sectors.

See our Risk Appetite

Features & Benefits

  • For commercial institutions clients, CorporateGuard can provide extra cover which responds with a fresh limit for every claim. No matter how many claims a client has on their policy, they will still have primary capacity available and benefit from our claims expertise every time. This cover is subject to extra premium costs.
  • CorporateGuard provides access to a law firm to brief the board on the new global class action settlement procedure in the Netherlands, in case of securities collective actions brought anywhere in the world
  • CorporateGuard makes explicit references to parliamentary commissions
  • CorporateGuard provides a gateway to our new Passport Solutions

Cover

  • Pre-claim inquiry and individual investigations
  • Personal expenses in asset and liability proceedings
  • Tax liabilities
  • Insolvency hearing cover
  • US bankruptcy carve backs
  • Mitigation costs and prosecution costs to prevent civil liability actions
  • Derivative investigation costs
  • Severability of exclusions (except PPL)
  • Enhanced bodily injury and property damage coverage for directors
  • Enhanced reputation cover
     

Traditional D&O policies are simply not designed for companies (or directors) in this situation; however our Lifetime Runoff product includes cover features that are not included in standard D&O offering, once a company is subject to a change of control. Allegations of wrongful acts may come several years after a company ceases trading or after there has been a change in control.  Lifetime runoff provides sleep easy protection for directors and officers if anything comes out of the woodwork years after their job was done.  

 

Who is it for?

 

UK and International businesses who are undergoing a change of control.

See our Risk appetite

 

 

Features & Benefits

  • Special Excess for non Executive Directors
  • Unlimited policy duration
  • 50% Defence costs in addition
  • Difference In Conditions cover where companies have moved from an alternative carrier
  • Affirmative cover for claims brought by successor companies including any representations and statements made in connection with the transaction
  • Post transaction cover for continuing wrongful acts
  • Separate Limit of liability
  • Individual claims reporting
  • Option to elect Duty to Defend for all claims

 

Cover

  • Full limit defence costs for pollution claims for non-indemnifiable loss
  • Full limit for shareholder pollution claims
  • Fees and expenses for legal and/or public relation costs for defending extradition
  • Legal fees and expenses up to the full policy limit for attendance at any investigation into the affairs of the company
  • Outside directorship cover, with extensive cover for claims against insured by an outside entity
  • Full severability of proposal form
  • Full Insured Vs Insured cover outside the US
  • GBP 1 million limit per non-executive director (over and above standard policy limit and indemnification provisions)
  • Emergency pre-approved defence costs (up to 10% of limit)
     

We look to provide companies the comfort senior officers of AIM quoted companies should be looking for. Our CorporateGuard D&O Liability cover is supplemented with specific insurance against liabilities arising out of AIM admission and placing documents, including shareholder misrepresentation claims and warranty claims by brokers and nomads.

Protection for claims brought against directors, officers and senior employees of businesses listed or planning to list on the Alternative Investment Market (AIM), covering actual or alleged breach of duty, neglect, misstatements, errors or omissions.

Cover can also be arranged to include the Prospectus Liability Insurance related to the Placing Agreement and the intended offering.

 

Who is it for?

 

Companies currently listed on the Alternative Investment Market (AIM) or companies that have enlisted a Nominated Advisor to list on the AIM.

See our Risk Appetite

 

 

Features & Benefits

  • Advanced coverage for liabilities arising out of the AIM admission process
  • The company and directors are covered for any claim alleging misrepresentation in the admission document or any specified placing document or prospectus
  • The policy can offer coverage for claims against selling shareholders (for instance Private Equity companies making an exit) or controlling shareholders

Cover

  • Cover for the Prospectus and Placing agreement for AIM
  • Special Excess for the Non Executive Directors (NED)
  • Broker and NOMAD reimbursement
  • Controlling Shareholder liability
  • Selling Shareholder liability
  • Prospectus public relations expense for public relations consultants
  • Non Rescindable
     

The Side A DIC insurance policy from AIG, D&O Guardian, responds when indemnification is not available for individual directors and officers to pay the costs of defending and resolving legal actions against them.

This can happen when a company becomes insolvent, fails to respond in a timely fashion to a request for indemnity, wrongfully refuses to indemnify, or is otherwise prohibited from indemnifying directors and officers. The DIC aspect of Side A cover also fills gaps that may occur in a large D&O program.

Our new three pronged approach to Side A provides an innovative solution for a company’s Side A needs:

New Side A DIC Policy – D&O Guardian: An updated “Side A” Excess and Difference-In-Conditions (DIC) offering with market leading features.

SAME (Side A Matching Endorsement): Endorsement available for clients who purchase primary D&O and lead Side A from AIG providing the benefit of the broad D&O Guardian cover as your primary Side A cover through the entire D&O tower.

$100 Million in Side A Capacity: Expanded capacity for Side A Excess DIC programs, globally.

 

Who is it for?

 

D&O Guardian is designed to supplement and reinforce primary layered D&O insurance programmes. Covers all directors and officers, outside entity directors, shadow directors, approved persons, employees with managerial and supervisory duties, and their domestic partners.

See our Risk Appetite

 

Features & Benefits

  • Broad Form Difference-in-Conditions:
        - Implicit broad form DIC coverage designed to perform globally and protect D&Os
  • Multiple Reinstatements:
     - One reinstatement of the limit of liability for the benefit of all Insured Persons
      - Second reinstatement of the limit of liability for the board of directors of the policyholder
  •  Defence Outside the Limit: Defence costs outside the limits in addition to the limit of liability
  • Enhanced Discovery: Critical lifetime discovery in the event of an insolvency or upon the retirement of a director
  • Broad Investigation Cover: Delivers innovative investigation protection through our proprietary pre-claim inquiry cover


  • Minimal Exclusions and Broad Advancement: Only one exclusion, conduct, and there is a carve-back for defence costs
  • Underlying Policy Liberalisation: Policy liberalises to the underlying policy, not limiting cover to what is provided in the followed policy, but rather the D&O Excess forms
  • Multinational: Access to AIG’s Passport program and our unmatched capability to structure international programs
  • Other Features: Asset and liberty personal expenses and extradition cover. 
     

PrivateEdge has been developed for private companies, for partnerships and for charities, affinity groups and other not for profit organisations. We have special policy wordings for each of these three segments reflecting the different structures and needs of each customer group.

 

Who is it for?

 

Privately Owned Companies in all sectors with turnovers up to £250m, all types of partnerships and not-for-profit organisations.
Learn about PrivateEdge

Our CorporateGuard D&O cover for Financial Institutions recognises the increasing risks faced by companies of all sizes and their officers. It provides formerly bespoke cover automatically, with added value services and fewer restrictions. Clients have the comfort of knowing that one of the most experienced claims teams in the industry is working on their behalf if a claim is made.

 

Who is it for?

 

Financial institutions of all sizes including banks, hedge funds, insurance companies, building societies, fund managers, investment managers, stockbrokers, venture capital firms and finance companies.

CorporateGuard D&O for Financial Institutions

Claims First

See our Value Proposition for Financial Lines Claims 

Benefits

Taking the pain out of investigations

There is a growing number of governing bodies or authorities who can investigate a company and today more attention is being focused of smaller companies. Even if an individual is not yet personally under investigation, immediate expert legal guidance can help and perhaps stop the situation becoming more serious.  

The best possible defence

Investigations and court cases are time consuming and very expensive. D&O cover from AIG assures its protected that they will have the highest quality legal representation and assistance from the first moment that an action commences.

Shared responsibility

As directors and managers are between them jointly and severally liable, an error on the part of one can have financial and personal consequences for the others, who may have acted completely correctly.

Strong cover, that ring-fences the cover individuals can receive, can help build the confidence required to work together.
 

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