The costs companies incur in responding to an SEC investigation can be substantial. Companies incurring these kinds of costs are sometimes surprised to learn that their D&O insurance policies may not, and likely will not, cover these kinds of costs, at least under most insurer’s base policy forms.
A recent Delaware Superior Court decision involved a company’s attempt to secure coverage for the costs it incurred in responding to an SEC investigation after the company had agreed to toll the statute of limitations. The Court found that while the tolling request was a Claim within the meaning of the company’s policy, it was not a Securities Claim, as would be required in order for the policy’s entity coverage to be triggered. As discussed below, the Court’s decision provides an opportunity to think about the optional entity investigative cost coverage extension. A copy of the Delaware Superior Court’s June 30, 2025, opinion can be found here.Continue Reading D&O Insurance: Tolling Agreement Is a Claim, But Not a Securities Claim
Disputes over notice of claim requirements usually involve questions about the timing or content of the notice. A recent notice dispute involving UnitedHealth Group raised neither questions of timing or content; rather, the dispute involved the question of “to whom” the notice must be sent. In an April 25, 2013 opinion (