Director & Officer Liability

Protection starts at the top.

Our lawyers have long been recognized as leading authorities in all facets of directors and officers ("D&O") insurance and liability. From their often-cited two-volume treatise Liability of Corporate Officers & Directors (8th Edition, LexisNexis Matthew Bender Publishing) to their representation of insurers in nearly every major shareholder lawsuit against corporate directors and officers, our lawyers are nationally-recognized leaders in the D&O industry. The breadth of our practice not only encompasses the many issues confronting today's corporate officers and directors, but also extends to a multitude of other similar exposures, including ERISA fiduciary liability, employment practices liability, and various types of professional liability risks.

Specific areas of practice include:

Coverage Claims Counsel

The centerpiece of our D&O practice is representing our insurance company clients from the initial notice of a claim through ultimate resolution. Our lawyers have acted as coverage counsel in thousands of complex claims. In that capacity, we assist clients in making coverage determinations, drafting coverage correspondence, administering policy proceeds, monitoring and evaluating underlying litigation, interfacing with defense counsel, participating in mediations, and facilitating settlements.

Drafting Insurance Policies

Our lawyers have drafted most of the standard D&O policy forms and endorsements currently used in today's insurance marketplace. We are regularly called upon to propose and draft changes to these policies to meet the needs of an ever-changing market. In addition, we have substantial experience in drafting employment practices liability, ERISA fiduciary, professional liability, cyber and representations/warranties insurance policies and endorsements. Our deep experience in handling claims and addressing coverage disputes under these policies gives us unique insight into drafting policy language that anticipates and prevents many of the issues that arise in connection with financially protecting corporations and their executives.

Insurance Underwriting Consultation

We regularly assist underwriters in analyzing risks, evaluating prudent coverage terms and creating appropriate insurance program structures and new insurance products.

Coverage & Bad Faith Litigation

Despite parties' best efforts, insurance coverage litigation has increased in frequency in recent years. Our litigators regularly represent insurers in mediations, arbitrations and lawsuits involving insurance coverage disputes. We have been involved in coverage proceedings relating to virtually every aspect of the insurance policy, including rescission, definitions of Claim and Loss, exclusions, notice, allocation, and the effect of bankruptcy. Our lawyers have successfully defended bad faith claims and have prevailed in obtaining declaratory judgments supporting coverage determinations.

Expert Witnesses in D&O Litigation

Our lawyers are nationally recognized as thought leaders in the area of D&O liability, insurance and related topics and have testified on behalf of insurers, insureds, companies and directors/officers as experts in liability, insurance, and indemnification proceedings.

D&O Loss Prevention

Because our lawyers bear daily witness to the traps and pitfalls confronting today's directors and officers, we are well equipped to identify and formulate governance best practices. We regularly advise both companies and boards how to navigate and minimize governance-related risks. Among other things, we have authored the following booklets addressing D&O Loss Prevention, printed by Chubb Insurance:

  • Directors and Officers Liability Loss Prevention;
  • Directors and Officers Liability Loss Prevention for Nonprofit Organizations;
  • Directors and Officers Securities Litigation Loss Prevention;
  • Independent Directors Liability Loss Prevention;
  • Director Liability Loss Prevention in Mergers and Acquisitions
  • Cyber Loss Prevention for Directors; and
  • ERISA Fiduciary Liability Loss Prevention.

D&O Insurance/Indemnification Audits

To cope effectively with the complex and rapidly changing legal environment and insurance market, our attorneys have created a comprehensive insurance and indemnification program review for companies that includes evaluating the company's internal D&O indemnification provisions/agreements and the terms, amount, and types of insurance products maintained by the company. These audits identify any "gaps" in protection, thereby ensuring that our clients maintain programs consisting of state-of-the-art indemnification terms and solid, cost-effective insurance, with integrated risk coverage consistent with current market conditions.

 

“You never stop earning your reputation as a firm. In fact, you place that reputation on the line every day. No results are more important than the ones you're trying to achieve today. We never forget that fact. And as a result, we never take anything for granted.”
Dan A. Bailey, Member