Peas in a Pod: Are Exposures and Insurance Needs of Directors and Officers the Same?

Because directors generally oversee the performance of senior officers, the directors have far less involvement in company performance, disclosures and problems than officers.  As a result, directors typically have far less liability exposure than officers and in some situations, are actually in conflict with the officers.  However, too often the financial protection for directors and officers is identical and does not reflect these significant differences and conflicts.  As liability concerns for directors continue to increase, more directors are now realizing that their interests are not always properly addressed unless directors retain separate advisors who are independent from and not beholden to the company’s management.  One of the more important areas where directors especially need this independent perspective is the evaluation of the company’s D&O insurance program.