Koosh Insurance · Management Liability

    Directors & Officers (D&O)

    D&O is what stands between your CFO and her house when an investor sues. It protects the personal assets of your company's directors and officers when they're sued for decisions they made on behalf of the business. It also protects the company itself in many claim scenarios. Without D&O, board members and executives are personally exposed — which is why qualified outside directors routinely require it as a condition of joining.

    Coverage

    What this coverage includes

    • Side A coverage — pays defense costs and settlements directly to individual directors and officers when the company can't or won't indemnify them
    • Side B coverage — reimburses the company when it indemnifies its directors and officers
    • Side C coverage — defends the company itself in covered claims (common in private-company and nonprofit forms)
    • Defense costs — almost always included and often paid outside the limit
    • Coverage for regulatory and investigative costs in many forms

    Who Buys This

    Who typically buys this coverage

    • Privately held companies with outside investors, lenders, or board members — the moment someone outside the founder family has a stake or a board seat, D&O becomes essential
    • Nonprofits and associations — board members are personally exposed and most won't serve without it
    • Companies preparing for capital raises, M&A activity, or going public — investors and acquirers will require it
    • Any company with employees — most D&O policies bundle Employment Practices Liability (EPLI), and EPLI is the most frequent claim source for SMBs
    • Real estate partnerships and investment groups with multiple LPs or investors

    Why Koosh

    Why Koosh Insurance

    A $1M policy from one carrier can have meaningfully broader protection than a $1M policy from another. We read the forms. The board you serve on is asking. The board you build deserves the same.

    Form comparison, not just premium comparison — exclusions, definitions of insured persons, and coverage for regulatory action all vary, and we surface the differences before you bind.

    EPLI integration — most private-company D&O claims are employment-related, so we make sure EPLI is sized appropriately and endorsed correctly.

    Capital event readiness — we've prepared programs for clients heading into raises, restructurings, and acquisitions.

    Nonprofit and association expertise — specialty markets for 501(c)(3) and (c)(6) organizations have meaningfully different forms and pricing.

    Claims advocacy — D&O claims are slow, complex, and expensive, and we advocate from notice through resolution.

    FAQ

    Frequently asked questions

    Yes, often more than public companies. Private-company D&O claims most commonly come from employees, customers, vendors, investors, and competitors — not securities lawsuits.

    Indemnification only works if the company has the cash to honor it and isn't itself the source of the claim. In bankruptcy or derivative suits, the personal exposure falls back on the individual. Side A D&O exists exactly for those cases.

    Employment claims (wrongful termination, discrimination, harassment, retaliation) are usually covered under Employment Practices Liability, often packaged with D&O in private-company forms. We make sure both are in place.

    D&O responds when the claim is reported, not when the alleged wrongdoing occurred. If you let coverage lapse or change carriers without protecting your retroactive date, you can lose coverage for past acts. We protect this aggressively.

    The cost difference between $1M and $2M limits is usually small relative to a single defense. Most claims that reach litigation exhaust six-figure defense costs before any settlement. We'd rather over-insure D&O than under-insure it.

    Side C coverage extends D&O protection to the entity for certain claims, standard in private-company forms. The exact scope varies by carrier, and it's one of the things we compare carefully when we shop.

    This page provides general information about Directors & Officers (D&O) insurance and is not a substitute for tailored advice from a licensed insurance broker. Coverage availability, terms, exclusions, and pricing depend on your specific business operations, location, claims history, and carrier underwriting. Contact a Koosh Insurance broker for a personalized consultation. Koosh Insurance — License #L135215.

    Get a quote for Directors & Officers (D&O)

    Talk to a licensed Koosh broker. We'll review your specific situation, source quotes from appropriate carriers, and walk you through the coverage that actually fits your business.