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Side A — non-indemnifiable loss
Personal protection for directors and officers when the organization cannot indemnify, including insolvency and legal prohibition.
Coverage · 03
Directors & officers, written to the board.
Protection for the people who govern, reimbursement when the organization indemnifies them, and entity coverage where the form extends it.
The three sides
A, B, and C — and the cost of answering.
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Side B — organizational reimbursement
Reimbursement to the organization for indemnification it is permitted or required to provide to insured persons.
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Side C — entity coverage
Coverage for the organization itself for claims the form defines as entity claims, manuscripted to how it is actually governed.
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Defense & inquiry costs
Costs to defend claims and, where the form extends, to respond to formal investigations and inquiries.
Why this paper
The people on the letterhead should not depend on a stranger’s form.
Commercial D&O is written for a thousand boards. A manuscript form can follow this organization’s indemnification, its governing structure, and the inquiries it is actually likely to face.
Side A remains the reason the line is written at all: when the organization cannot indemnify, the officer still has a policy that will.
Working the form
What directors ask, answered without theatre.
Insured persons
Directors, officers, and those the form treats as equivalent — including, where manuscripted, certain employees when sued in a management capacity.
Conduct and prior acts
Fraud, personal profit, and prior-notice exclusions are typical. The lookback, the pending-and-prior date, and the treatment of interrelated claims are all manuscript choices.
Insured versus insured
Whether the Company will defend a claim by one insured person against another is written into the form. Do not assume a market clause.
What D&O is not
Bodily injury and property damage belong on the GL paper. Employment practices, crime, and cyber — if written at all — are other lines.
Notice
A claim against a director is a Company matter.
Notice under the D&O form should be given promptly, through this site or as the policy directs. Do not wait on a market claims-made clock you do not have.