D & O Insurance

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Public company D&O insurance policies restrict “entity coverage” (that is, coverage for claims directly against the corporate entity, as opposed to those against individual directors and officers) to “Securities Claims.” If a claim against the company is not Securities Claim then there is no coverage for the company’s defense fees, settlements, and judgments. This obviously creates a huge incentive for the companies to try to show that the claims against them are Securities Claims – which, in turn, has spawned a great deal of coverage litigation addressing the question whether or not a particular corporate lawsuit is or not a Securities Claim.

In the latest example of these kinds of coverage disputes, last week the District of Maryland, applying Maryland law, held that an antitrust claim filed against a corporate entity was not a securities claim within the meaning of the applicable policy – not because the antitrust claim was not “Securities Claims,” but rather because the dispute did not involve alleged transactions in the securities of the company or its subsidiaries. The Maryland court’s March 24, 2026, opinion can be found here.

Continue Reading D&O Insurance: Not a “Securities Claim” if No Securities of the “Company” Involved
Lucas Roberts

In the following guest post, Lucas Roberts, a Management Liability Broker for Burns & Wilcox, examines a recent coverage dispute in which a nonprofit organization unsuccessfully sought to have its insurer defend the organization in a civil rights lawsuit. My thanks to Lucas for allowing me to publish his article on this site. Here is Lucas’s article.

Continue Reading Guest Post: Nonprofit with Zero Employees Handles Discrimination Claim Alone
Megan Black

In the following guest post, Megan Black, a D&O broker in the Financial Services Group at Aon, reviews and analyzes how private company D&O insurance policies address legal defense costs. This overview highlights the key differences between Duty to Defend and Reimbursement approaches. The original article was previously published on the AON Financial Services Group’s web presence and can be found here. My thanks to Megan for allowing me to publish her article as a guest post on this site. Here is Megan’s article.

Continue Reading Guest Post: Optimizing D&O Policies for Private and Nonprofit Firms

Questions whether two sets of circumstances are or are not interrelated are among the most vexing insurance coverage disputes out there. These questions often are even more fraught because of the significant amounts of money that can depend on the answer. All of these considerations were in play in a recent Fourth Circuit decision in which the appellate court concluded in the Under Armour case that because prior shareholder litigation and a later SEC investigation were “logically and causally” related, they represented a single claim triggering only one $100 million insurance tower, rather than a second $100 million tower, as the company had argued. The Court’s January 20, 2026, decision, which highlights the many concerns and considerations that can come into play in these kinds of disputes, can be found here.

Continue Reading 4th Circuit: Shareholder Claims and SEC Investigation “Logically and Causally” Related
Sarah Abrams

Bankruptcy is a fraught circumstance for D&O insurance. As discussed in the following guest post from Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, the usual bankruptcy complications are further amplified in the crypto context. I would like to thank Sarah for allowing me to publish her article as a guest post on this site.

Continue Reading Guest Post: D&O Insurance Coverage in a Crypto Mining Bankruptcy
Burkhard Fassbach

In the following guest post, Burkhard Fassbach, a D&O lawyer in private practice in Germany, reviews and analzyes a recent decision by the German Federal Court of Justice interpreting and applying the D&O insurance exclusion precluding coverage for “knowing breach of duty.” I would like to thank Burkhard for allowing me to publish his article as a guest post on this site. Here is Burkhard’s article.

Continue Reading Guest Post: German Court Redefines Knowing Breach Exclusions in D&O Insurance

If a defendant company settles a shareholder lawsuit by issuing stock rather than by paying cash, does the settlement represent “Loss” within the meaning of the company’s D&O insurance policy? Earlier this year, a Delaware court said it does. Now, the Delaware Supreme Court has affirmed the lower court, for the reasons stated by the lower court. As discussed below, these rulings raise some interesting issues. The Delaware Supreme Court’s December 9, 2025, order affirming the lower court can be found here.

Continue Reading Does Issuance of Stock to Settle a Shareholder Suit Constitute “Loss”?
Lucas Roberts

Claims made insurance policies generally allow for the provision of notice of potential claim. However, for which insureds is the notice effective? In the following guest post, Lucas Roberts, Wholesale Broker, Anzen Insurance Solutions, reviews a recent court decision discussing these notice-related issues. I would like to thank Lucas for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Lucas’s article.

Continue Reading Guest Post: Wait, YOU Also Wanted Coverage? Why Didn’t You Say So!
Sarah Abrams

Side A coverage under the typical D&O insurance policy provides what could be a last line of protection of individual executives in certain circumstance. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, analyses a recent Delaware shareholder derivative lawsuit to consider the circumstances in which Side A coverage may operate to protect corporate executives. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors in topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.

Continue Reading Guest Post: A Side: A Coverage Scenario

One of the recurring D&O insurance coverage issues is the question of the extent of the preclusive effect of professional services exclusions. These issues can be particularly acute in connection with service businesses, as just about every activity of these businesses involves their performance of services in some way. In a recent Northern District of Ohio decision, the Court, applying Ohio law, rejected an insurer’s attempt to extend an exclusion to preclude coverage for all of the activities alleged in the underlying lawsuit, saying that such an interpretation is not only inconsistent with the underlying allegations but also would impermissibly render coverage under the policy illusory. A copy of the court’s June 24, 2025, opinion can be found here.

Continue Reading Court Rejects Overly Broad Application of Services Exclusion