How to Insure D&O Liabilities

Course Description
Directors and officers of for-profit, publicly-held corporations and not-for-profits corporations face a number of legal liability exposures. This course is designed to give a moderately experienced person in insurance a detailed look at the key provisions within a directors and officers (D&O) liability insurance policy and how they function within various claims scenarios. The major areas this course addresses include (1) key insuring agreements, (2) covered persons, organizations, and acts provisions, (3) two of the policy’s most important defined terms: “covered damages” and “covered losses,” (4) defense coverage provisions and defense procedures, (5) the manner in which policy limits, retentions, and coinsurance provisions apply, (6) conditions and exclusions, and (7) claims-made coverage trigger provisions

Learning Objectives
Students who successfully complete this course will be able to:

  • distinguish among a corporate D&O liability policy’s three major insuring agreements
  • recognize how the covered persons, covered organizations, and covered acts provisions coordinate within these three insuring agreements
  • identify the “covered damages” and “covered losses” definitions and recognize how they first define and then limit the scope of coverage the policy provides
  • recognize the extent to which D&O policies provide EPL coverage and how endorsements to the forms can further expand upon the extent of such coverage
  • recognize the scope of defense coverage provided by the D&O policies, distinguish between duty to defend and non-duty to defend policies, and recognize how these two provisions function in a claim situation
  • recognize how a D&O policy’s limits, retentions, and coinsurance provisions coordinate with the policy’s three key insuring agreements
  • identify and recognize the impact of the critical policy conditions found within D&O forms, including: severability, cancellation, subrogation, other insurance, arbitration, presumptive indemnification provisions, and priority of payments provisions
  • distinguish between “limited” and “full” severability provisions
  • identify the major exclusions found within D&O policies, distinguishing between the different versions of the same exclusion, and recognizing the rationale for each of these exclusions
  • given relevant information concerning, recognize how the terms claims first made, post-policy reporting window, retroactive date, discovery provision, extended reporting and runoff provisions relate to such triggers and apply in claim situations
  • recognize how excess D&O liability policies are structured to interact with primary D&O coverage and how the major policy provisions function in a claim situation
  • identify the unique exposures of privately held organizations and how the coverage features within the policies differ from those contained in the forms designed to cover corporate/for-profit firms

Prerequisites: A basic understanding of commercial insurance and management liabilities.

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International Risk Management Institute, Inc. (IRMI) is the premier provider of risk and insurance continuing education and reference publications, and is considered the ultimate authority by leading insurance practitioners. Written by industry experts, IRMI courses provide the most up-to-date, practical and reliable information possible.

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