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Coverage is usually for current, future, and past directors and officers of a company and its subsidiaries. D&O insurance covers the individual for acts performed or omitted while in that position with the company.
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There are various forms of D&O policies, and all are uniquely crafted to fit the organization and the particular risks they face. Questions will arise such as whether the individual directors should be covered (Side A) or only your company should be covered (Side B), or both.
What Are The Most Common Directors' & Officers' Claims? The Board's failure to adhere to by-laws. The Board's failure to properly notice elections. The Board's failure to properly count votes/proxies. Challenges by members regarding power granted the Board by by-laws. Improper removal of Board Members.
A prime example is a shareholder class-action lawsuit alleging that 3Com, U.S. Robotics, and their directors and officers misrepresented facts regarding the acquisition of U.S. Robotics both before and after the acquisition took place. The case resulted in a $259 million settlement.