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Kristopher Marsh

About Kristopher Marsh

Insurance and risk management professional. Connect with me on LinkedIn.

Citibank director ousted, alleges age discrimination

Citibank director ousted, alleges age discrimination

Last updated September 12, 2022 by Kristopher Marsh

There exists a tension between older and younger generations, which is perhaps no more accentuated than in the competitive world of corporate finance. Multinational bank, Citibank, is currently defending a claim of alleged age discrimination, after a restructure of its London-based energy and natural resources practice in 2017 resulted in the dismissal of its former managing director.

Initially awarded ₤2.7 million by an employment tribunal, the director will need to continue the fight as his former employer, Citibank, successfully had the ruling overturned. An appellate panel in the United Kingdom determined that the case be reheard, ruling that the tribunal had not taken sufficient account of the fact that the director’s replacement was only marginally younger than himself.

The tribunal’s original decision relied on evidence that the director’s supervisor referred to him as “old and set in his ways” and highlighted the need for a person in his position to be more agile. The Citibank supervisor denied making the remarks but the tribunal found that in fact he had. This point of contention was not addressed in the appeal, despite the decision being overruled.

The matter shines a spotlight on the risk of prejudice in the workplace, particularly with respect to age. As organisations encourage innovation in response to a quickly changing marketplace, there is increasing pressure on employees to adapt to new ways of doing things. Many older professionals feel that a creeping culture culture of ageism may be forcing them into early retirement.

The challenges faced by Citibank reflect broader trends occuring throughout corporate finance. In 2020, the global accounting firm, PricewaterhouseCoopers, settled a $11.6 million class action discrimination suit. In addition to a settlement shared among 5,000 applicants, the company committed to a program focused on improving outcomes for older entry-level employees.

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Filed Under: Blog

Apple corporate counsel pleads guilty to insider trading

Apple corporate counsel pleads guilty to insider trading

Last updated August 6, 2022 by Kristopher Marsh

An in-house lawyer who for many years was responsible for overseeing the Apple Inc insider trading policy has admitted to using privileged financial information for illegal personal gain. The lawyer, a former director of corporate law across the company’s global operations, has pleaded guilty in a United States federal court to six counts of securities fraud over a five year period.

According to the complaint, the lawyer deceived one of the world’s largest tech companies for his own financial advantage. By misappropriating draft regulatory filings for his own use and transacting Apple stock held in personal brokerage accounts, he was able to make over $227,000 in profits and avoid $377,000 of losses, for a total illegal benefit of $604,000.

As former co-chairman of Apple’s disclosure committee, the lawyer was permitted to review the company’s confidential financial statements before they were submitted to the Securities and Exchange Commission (SEC) for approval. Even after telling other employees that trading within a designated blackout period was strictly prohibited, it is alleged he did so himself on several occasions.

In defence, the lawyer claimed the charges were unconstitutional, and that no legislation specified that insider trading was illegal. This argument, dubbed a ”Hail Mary” by prosecutors, was promptly quashed by the court. Sentencing is due to take place later this year, with each charge carrying a maximum penalty of 20 years in prison and a fine of between $250,000 and $5 million.

As a graduate of Stanford Law School, the lawyer joined Apple at the time of the iPhone’s release, rising to become a senior legal advisor reporting directly to general counsel. Despite this relative success, it appears he was unable to resist the temptation of trading on inside knowledge to improperly advance his Apple shareholding, estimated to be valued at $10 million.

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Filed Under: Blog

Nigerian oil ship blast leaves creditors at a loss 

Nigerian oil ship blast leaves creditors at a loss 

Last updated July 2, 2022 by Kristopher Marsh

Oil production and storage is a risky business; and not just with respect to bodily injury and property damage, but also the financial health of a company itself. This is a reality currently being experienced by Shebah Exploration and Production Co, after the company’s oil storage vessel caught fire in Nigerian waters and was destroyed with up to 60,000 barrels of oil on board.

The vessel, Trinity Spirt, erupted in flames in early February 2022, reportedly killing a number of its crew. While the cause of the accident is yet to be determined, according to Nigeria’s national oil spill detection and response agency, the amount of crude contaminating the water was less than initially expected due in large part to the size of the fire.

Unfortunately, the incident has exasperated a number of existing challenges for Shebah, as creditors file lawsuits against the corporate entity and its directors. The claimants have accused the company and key personnel of defaulting on multiple financial agreements, including two bank loans for a combined $220 million, as well as a contract for the vessel’s ongoing management.

According court documents, Shabah’s president acted as the personal guarantor of a $150 million loan taken by the company to fund a drilling program on its permit, “Oil Mining Lease 108”. Shabah had previously acquired a 40% interest in this permit from ConocoPhillips, an oil exploration and production company headquartered in the United States.

Trinity Spirt was first launched in 1976 as an oil tanker, before being reconfigured for oil storage in 1997. According to reports, Shebah leased the vessel from one of its shareholders, Allenne, a company which also shared common managerial control. Allenne had previously acquired the vessel from ConocoPhillips, at the same time the oil licence was acquired by Shabah.

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Filed Under: Blog

Starbucks embroiled in retaliation claims amid union activism

Starbucks embroiled in retaliation claims amid union activism

Last updated June 4, 2022 by Kristopher Marsh

The retail industry has been challenged for some years now, not only because of increasing digitisation but also increasing inflationary pressures, as highlighted by a recent lawsuit against Starbucks by the US Labour Board. The company is being asked to reinstate a group of activist employees by labour officals in federal court, following allegations of employment retaliation.

According to the complaint, Starbucks retaliated against the three employees because of their union involvement, as well as their participation in a regulatory investigation. The claim seeks an injunction requiring the reinstatement of effected employees, and comes in response to dozens of allegations made against the company by unions, of which prosecutors have found merit in some.

With union campaigning surging through Starbucks stores, the lawsuit escalates the battle between the company and its employees. Beginning in 2021, a number of the company’s baristas, referred to as ”partners”, commenced unionisation into an affiliate of the Service Employees International Union, which petitions on behalf of thousands of employees across the country.

In response, Starbucks has announced it does not agree with the labour board’s claims and that any claims of anti-union activity are categorically false, with employees right to organise being respected. Furthermore, the company reiterated that policies have been implemented to protect all stakeholders, and to ensure that its workplaces are welcoming and safe.

Starbucks was founded in 1971 as a coffee bean roaster and equipment retailer. Since its modest beginnings as a corner shop in downtown Seattle, the company has grown into a network of over 30,000 coffee houses in 84 countries across the world. Impressively, it continues to increase both revenue and profit despite the headwinds experienced by the sector at large.


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 by kfred / CC0

Filed Under: Blog

Meta struggles to navigate a changing privacy landscape

Meta struggles to navigate a changing privacy landscape

Last updated May 7, 2022 by Kristopher Marsh

The ability to market products and services direct to consumers has rarely been more accessible than with smartphones. However, as privacy concerns increase, the age of unrestrained digital marketing may be over, as evidenced by a recent shareholder lawsuit against Meta Platforms after changes to the Apple iOS ecosystem led to a significant profit downgrade.

Meta is the holding company of Facebook, the social network whose business model relies on leveraging the personal data of its users to deliver targeted advertising. As this model comes under pressure, however, the company has forecast a $10 billion reduction in revenue shortly after reassuring investors that the impact of Apple’s iOS privacy tweaks were manageable.

The complaint, brought by the Plumbers and Steamfitters Local 60 Pension Trust in a United States federal court, alleges that Meta executives failed to inform shareholders that their efforts in mitigating Apple’s iOS privacy changes were failing, and that management painted a false and misleading picture of their ability to rebuild the company’s advertising business.

Meta and many other technology companies are revisiting their core assumptions following Apple’s decision that app developers be required to seek permission from users before they are tracked. These changes have seen users opt out of cookies and other cross-app tracking methods, thereby reducing the effectiveness digital marketing, as well as its profitability.

In 2021, Facebook rebranded as Meta Platforms to reflect the company’s shifting focus towards building the metaverse as a digital extension of the physical world. While this vision of the future is ambitious, it does seem clear that some shareholders are equally concerned about the present, and how a changing privacy landscape may undermine the value of their investment.

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Filed Under: Blog

Virgin Galactic executive stock sales under investor scrutiny

Virgin Galactic executive stock sales under investor scrutiny

Last updated April 2, 2022 by Kristopher Marsh

When Virgin Galactic listed on the on the New York Stock Exchange in 2019, its management did not likely envisage the extent of the challenges they lay before them. Some of these unforeseen difficulties appear to have materialised, with the company suing its own directors and officers in a shareholder derivative lawsuit for alleged breaches of fiduciary duty.

According to the complaint initiated by shareholders, Virgin Galactic‘s chairman allegedly took unfair advantage of his role to sell 10 million shares for $315 million before unexpectedly quitting the board. It is also alleged that a high profile shareholder of the company pocketed $301 million by capitalising on a period of good news in which to sell stock at a temporarily inflated price.

The space travel company has been struggling as of late, largely as a result of an investigation into potential defects of its spacecraft which have delayed commercial flights until late 2022. According to the United States federal court filing, Virgin Galactic management were allegedly aware of these potential defects for up to three years prior to their public disclosure.

Unfortunately, it is not the first time that Virgin Galactic executives have been accused of misleading investors. While the company has promoted successful flights of its Eve and Unity spacecraft, some stakeholders argue that these vehicles are more accurately described as “rudimentary prototypes”, citing a lack of engineering documentation and errors in design.

Originally founded in 2004, Virgin Galactic received regulatory approval to fly customers into space in 2021. Today, the company has stated its intention to commence commercial flights by the end of this year, with a reported waiting list of 750 customers who have placed deposits for a 90 minute return journey priced at the modest sum of $450,000 per ticket.

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Filed Under: Blog

Alphabet shareholders sue directors over market dominance

Alphabet shareholders sue directors over market dominance

Last updated March 5, 2022 by Kristopher Marsh

Building a world changing company that dominates an entire market is no easy task. But imagine doing such a good job of it that your shareholders are concerned with the consequences. This is the challange faced by Alphabet, the holding company of Google, as it faces an antitrust related claim brought by its shareholders in the form of a derivative class action lawsuit.

The complaint alleges that Alphabet is likely to accrue significant antitrust liabilities, and is at risk of being broken up by regulators. The founding directors of the company, Sergey Brin, Larry Page and Eric Schmitt, are accused of exerting undue influence on corporate governance, resulting in breaches of fiduciary duty, unjust enrichment, and corporate waste.

The lawsuit has arisen in the wake of Alphabet coming under increasing regulatory scrutiny, culminating in numerous claims initiated by government and private interests. Each lawsuit shares a common theme, ensuring that the company’s management have in place adequate checks and balances to maintain transparent and responsible business practices.

Alphabet was established in 2015 as a holding company of Google and a number of related enterprises, such as the Android mobile operating system and Google Play store. The purpose behind its creation was to clean up the group’s existing governance structures, and ensure that its various units remain sufficiently accountable to stakeholders as a whole.

As our society becomes further digitised, the centralisation of information is a concern shared by many. The recent lawsuits faced by Alphabet indicate that it is not just regulators that have an active interest in ensuring that appropriate controls are in place, but also shareholders who will experience equally the risks and rewards of innovation.

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Filed Under: Blog

Businessman detained at airport in wake of bribery conviction

Businessman detained at airport in wake of bribery conviction

Last updated February 5, 2022 by Kristopher Marsh

When Beny Steinmetz was detained in Greece on an international arrest warrant, it came as somewhat of a surprise. The Israeli billionaire, who arrived by private jet into Athens, had previously been convicted of bribery in Romania and Switzerland. However, according to his lawyer, the detention was unexpected, and an error of the European Police authority, Interpol.

Steinmetz made his money in the diamond trade, before securing the rights to the Simandou mine in Geneva, the world’s richest untapped iron-ore deposit in Guinea. This investment should have been his crowning glory but instead it sparked years of legal headaches that culminated in a European court conviction for bribing Guinean officials.

The verdict was a major blow to Steinmetz, who is now fighting multiple legal battles around the world relating to the West African mine, which was first acquired in 2008. The asset was stripped from him in 2012, amid allegations of paying bribes of $8.5 million to Mamadie Toure, the wife of Guinea’s former president Lansana Conte, who himself is now deceased.

The way in which he was convicted provides some insight into the risk of conducting business abroad. Judge Banna suggested that making a profit of billions from an initial investment of $160 million was in itself sufficient evidence of corruption, adding in her closing remarks; “the fact that Steinmetz wasn’t aware of all details doesn’t change a thing.”

At the time of his conviction, Steinmetz’s lawyer said the five year jail sentence would be appealed because Steinmetz never took part in bribery and the court didn’t properly consider the fragility of the testimony against him. However, for the moment Steinmetz must remain in Greece, as it may take 90 days for a court hearing to address the Interpol discrepancy.

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Filed Under: Blog

Hinduja empire in dispute as new generation looks to take charge

Hinduja empire in dispute as new generation looks to take charge

Last updated January 1, 2022 by Kristopher Marsh

Families have created of many of the world’s most successful businesses. No matter how successful, however, a family involved in business is not immune from breakdown. Unfortunately, this possibility has become reality for the well-known Hinduja family, who find themselves at the centre of a series of lawsuits, as recently reported by Bloomberg.

Founded by Parmanand Hinduja in 1914, in the Sindh region of British India, the one-time commodities-trading firm was rapidly diversified by his four sons, with early success coming from distributing Bollywood films outside India. Now in London, the family is neighbours with Queen Elizabeth, their Carlton House Terrace a short stroll away from Buckingham Palace.

With a collective net worth of about $15 billion, the Hinduja brothers have always presented a united front, with little to suggest a divergence in philosophy. With dozens of companies, including six publicly traded entities in India, the closely held Hinduja Group employs more than 150,000 people in 38 countries, across truck-making, banking, chemicals, power, media and healthcare.

What was once a steadfast business empire, however, is now on the precipice of evolution. Karam Hinduja, the 31 year old grandson of the eldest brother, Srichand Hinduja, is now asking for the once unthinkable – that the group’s assets be broken up. The young and ambitious entrepreneur wishes to establish his own vision of the future, independent of the past.

As lawsuits pile up in the courts of London and Switzerland over control of the group, Srichand and his brothers Gopichand, Prakash and Ashok cling to the family motto, “everything belongs to everyone and nothing belongs to anyone.” But the conglomerate of 107 years may be about to encounter one of life’s ancient lessons, that the only constant is change.

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Filed Under: Blog

Theranos executives accused of deceiving investors out of millions

Theranos executives accused of deceiving investors out of millions

Last updated December 4, 2021 by Kristopher Marsh

Being a successful entrepreneur often means imagining what the future could be like and convincing others of your vision. It takes big ideas and bold action to change status quo. However, there is a fine line between enthusiasm and fraud, a topic being explored in the trial of Elizabeth Holmes, the charismatic founder and CEO of failed medical device company, Theranos.

According to charges laid by the US Government, it is alleged that Holmes, along with her former partner and company CFO, Ramash Balwani, engaged in a multi-million dollar scheme to defraud the company’s investors, as well as doctors and patients. Prosecutors claim that the two promised to revolutionize health care, but profited from misleading and deceptive conduct.

The complaint, being tried in the US District Court, addresses two primary areas of concern. The first is that Holmes and Balwani used advertisements and solicitations to encourage and induce doctors and patients to use Theranos blood testing technology, even though they knew that the devices were not capable of consistently producing accurate and reliable results.

The second is that Holmes and Balwani made numerous misreprestations to potential investors about the financial condition of the company and its future prospects. For example, it is alleged that patient tests were represented as having being completed with proprietary technology, when in fact, these tests were conducted from other commercially-available sources.

It is well known that Holmes tried to established a reputation as a hard-charging entrepreneur, and in many ways she succeed. Theranos peaked at a valuation of $9 billion in 2014 before media and regulatory scrutiny drove it to ruin less that four years later. Balwani, who will be tried separately next year, has pleaded not guilty to the charges, and also denies manipulating Holmes.

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Filed Under: Blog

Boeing shareholders not satisfied with aircraft safety record

Boeing shareholders not satisfied with aircraft safety record

Last updated November 6, 2021 by Kristopher Marsh

In business, it isn’t always easy to strike a balance between developing a product that is safe and effective, while also maintaining financial viability. Aeronautical engineering is no expectation, and this has been emphasised by a recent agreement of Boeing’s directors to settle a claim against them for $237 million, arising from allegations of mismanagement.

The derivative class action lawsuit led by some of Boeing’s largest shareholders, such as New York’s pension fund for government employees, alledges that the company’s directors breached their fiduciary duties by dismantling Boeing’s much lauded safety-engineering corporate culture in favour of one that prioritised financial-engineering and short term incentives.

The claim arose in the wake of two incidents involving Boeing’s newest plane, the 737 MAX, after 346 people were killed within a five month period in 2019. The incidents, occurring in Ethiopia and Indonesia, were attributed to a flight control system that relied on a single sensor that failed, leading to the deaths and worldwide groundings of the planes by regulators.

According to a draft release, which is yet to be approved by the courts, much of the $237 million settlement is expected to be made by Boeing’s insurers. In addition, the company is likely to adopt a number of changes to address the cultural concerns raised, including the appointment of an internal ombudsman, as well as adding engineering and safety experts to its board.

The FAA eventually cleared the 737 MAX to return to service in late 2020, after Boeing took significant actions to reinforce its commitment to safety. Tom DiNapoli, whose office led the lawsuit, said “this settlement will send an important message that directors cannot shortchange public safety and other mission critical risks”. The matter is likely to be settled without an admission of wrongdoing.

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Filed Under: Blog

PayPal compliance oversight leads to securities class action

PayPal compliance oversight leads to securities class action

Last updated October 2, 2021 by Kristopher Marsh

Running a public company is a tough job. There are a million and one things that can go wrong, and often the only thing standing in the way of a potential problem is quality risk controls. PayPal has recently found this out the hard way, after the company was sued by shareholders over an alleged lack of controls amid an investigation into its affairs by regulatory authorities.

In a class action lawsuit filed in the United States, PayPal is accused of hiding its compliance oversight in annual reports over a number of years. Its shareholders claim that they have suffered losses after the company’s share price fell 6% following disclosures that it had been cooperating with a regulatory probe into its credit and debit card programs.

More specifically, PayPal advised that the Securities and Exchange Commission (SEC) had been looking into whether its marketing revenues had been correctly disclosed, and the issuance of branded payment cards complied with regulations governing interchange fees. Interchange fees, which can account for more than 2% of each transaction, have drawn much attention as of late.

Unfortunately for PayPal, its issues became even more acute after releasing a forecast for the remainder of the financial year which was materially lower than expected. The driver of this gap in expectations was predominately the company’s changing relationship with online marketplace, eBay, who has recently decided to no longer use PayPal as its primary payments processor.

The reporting obligations imposed on public companies are known to be onerous. Nevertheless, the takeaway from PayPal’s experience is clear. Shareholders care about the value of their investments, and will go to lengths to protect the integrity of a company’s affairs. Management should aim to communicate failure just as clearly as success, or else expect to be held accountable.

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Filed Under: Blog

Riot Games considers the cost of profit on corporate culture

Riot Games considers the cost of profit on corporate culture

Last updated September 4, 2021 by Kristopher Marsh

The video game industry attracts a lot of media attention, and is a significant influence on popular culture. Riot Games, the publisher of successful eSports video game, League of Legends, is the latest company to make headlines, albeit in circumstances that are far from flattering. Nevertheless, it will allow us to reflect on some of the challenges in the modern workplace.

Riot Games CEO has found himself at the centre of a sexual harassment claim, filed by an ex-employee and former personal assistant. The details of the allegations are serious, but highlight how the interactions between a company’s management and employees can quickly deteriorate if professional boundries are not appropriately set and respected.

Corporate culture can be difficult to measure, but certainly counts for a lot in employment-related matters. This is especially true in high-performing companies such as Riot, where a single video game release can earn upwards of $1.6 billion. However, success left unmitigated can lead to the tolerance of behaviour that would otherwise be deemed unacceptable.

Accordingly, few may be surprised to learn that Riot has a checkered history in terms of culture, again placing the interactions of men and women at the forefront. The company has taken steps to address these issues, including a $10 million class action settlement with 1,000 of its female employees. Despite this initiative, given the latest incident there appears further work to do.

Companies should of course aim to cultivate amicable relationships between employees. In doing so, an organisation’s management, and CEO in particular, must lead by example. Since the allegations have been raised, an internal review has been completed with a special committee finding no evidence of wrongful behaviour. The litigated matter currently remains pending.

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Filed Under: Blog

Nikola Motors founder takes promotion a tweet too far

Nikola Motors founder takes promotion a tweet too far

Last updated August 7, 2021 by Kristopher Marsh

There is little doubt that electric vehicles are the hot topic of the day. Everyone from Tesla to Volkswagen to Toyota to BMW wants to get in on the future of transport. Another company trying to stake its claim is Nikola Motors, founded in 2015 with the ambitious goal of manufacturing commercial trucks that run on alternative fuel with low or zero carbon admissions.

Nikola’s founder and largest shareholder has recently found himself at the centre of attention, but probably not in a way that he intended. He is subject to a claim by the United States Securities Commission (SEC) for fraud. The charges revolve around allegations of deceiving retail investors about the technical advancement of his company’s products through social media.

Anyone who has been keeping tabs on popular social media platforms like Twitter will not be surprised to hear about such shenanigans. Tesla Motor’s CEO, for example, is well known for being able to move the price of a stock, amongst other things, at the click of a button. In this instance, it appears that Nikola’s founder may also have been a bit too enthusiastic while marketing his company’s brand.

There’s nothing wrong with a bit of self-promotion provided it is done within the rules. According to the SEC, Nikola’s founder was obligated under securities law to communicate “completely, accurately, and truthfully.” Whether this occurred is yet to be determined. What is not in doubt, however, is that he raised over $1 billion from investors using a special purpose acquisition company (SPAC).

Nikola Tesla (1856–1943), was a Serbian-American inventor and engineer, most famously known for his innovations in electric power. While the world of electric vehicles is certainly exciting and holds much potential for the future, many of the ventures marketed by the likes of Nikola’s founder may not be quite what the company’s namesake would wish to be associated with – at least not yet.

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Filed Under: Blog

What is directors and officers liability insurance?

What is directors and officers liability insurance?

Last updated June 14, 2021 by Kristopher Marsh

Directors and officers liability insurance is an essential coverage for organisations of all shapes and sizes, however, it is not always well understood. It aims to protect an organisation and its management from claims made against them in the performance of their duties. Without such coverage in place, they may be exposed to significant financial loss.

In this article, we will explore the concept of directors and officers liability insurance, and understand why it is an important part of any comprehensive insurance programme.

Contents
1 Directors and officers liability insurance: A definition
2 How does it fit within an insurance programme?
3 What are the key managerial risks?
4 Common claim examples
5 How do managerial risks arise?
6 What types of protection are available?
7 Core policy coverages
8 Optional entity coverages
9 Variations of directors and officers liability insurance
10 Who is insured by a policy?
11 What type of acts are insured?
12 What type of losses are insured?
13 How is a policy wording structured?
14 How does coverage operate through time?
15 How does an organisation acquire coverage?
16 Selecting a limit of liability and self-insured retention
17 How can a changes to an organisation effect its coverage?
18 How to notify and handle claims
19 Conclusion

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What are directors duties?

What are directors duties?

Last updated June 13, 2021 by Kristopher Marsh

An organisation’s management must satisfy a range of directors duties in the performance of their role. These duties represent management’s responsibility to act in the best interest of an organisation, while also considering the interests of its stakeholders. A failure to appropriately consider directors duties can have significant personal consequences.

In this article, we will explore the concept of directors duties, and understand how they contribute to the risks faced by an organisation and its management.

Contents
1 Directors duties: A definition
2 What is the role of management?
3 What is a director?
4 The responsibilities of the board
5 What is a corporate officer?
6 The importance of effective corporate governance
7 How does board of directors liability arise?
8 The common types of liability
9 What are the consequences of a claim?
10 Protecting individuals with a directors indemnification agreement
11 Insurance as a last line of defence
12 Conclusion

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What is board of directors liability?

What is board of directors liability?

Last updated June 12, 2021 by Kristopher Marsh

Board of directors liability is an ongoing concern for an organisation and its management. It can arise from a failure to satisfy a range of duties that determine how an organisation is to be governed. If these duties are not complied with, it may result in a claim that needs to be defended, often at great cost.

In this article, we will explore the concept of board of directors liability, and understand how it contributes to the risk faced by an organisation and its management.

Contents
1 Board of directors liability: A definition
2 The role of management
3 What is a director?
4 The duties of directors
5 What are the responsibilities of the board?
6 What is an officer?
7 The importance of effective corporate governance
8 The common types of liability
9 What are the consequences of a claim?
10 Protecting individuals with a directors indemnification agreement
11 Insurance: The last line of defence
12 Conclusion

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What is a directors indemnification agreement?

What is a directors indemnification agreement?

Last updated June 11, 2021 by Kristopher Marsh

A directors indemnification agreement is an essential component of protecting an organisation’s management from liability. It provides individuals with the comfort of knowing that they will be supported in times of difficulty. That way, they can concentrate on performing their duties instead of worrying that their personal assets are at risk.

In this article, we explore the concept of a directors indemnification agreement and understand how it can be used to mitigate the risk faced by an organisation’s management.

Contents
1 What is a directors indemnification agreement?
2 The role of management
3 What is a director?
4 The duties of directors
5 What are the responsibilities of the board?
6 What is an officer?
7 The importance of corporate governance
8 How does board of directors liability arise?
9 The common types liability
10 What are the consequences of a claim?
11 Insurance: The last line of defence
12 Conclusion

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What is Side A coverage?

What is Side A coverage?

Last updated June 10, 2021 by Kristopher Marsh

Side A coverage is an important component of directors and officers liability insurance. It provides individual managers with protection in the event that the organisation that they represent cannot indemnify them from a claim. Instances of non-indemnification can occur for a variety of reasons and can have serious consequences if not considered in advance.

In this article, we will explore Side A coverage to understand why it is an essential protection for an organisation’s management.

Contents
1 Side A coverage: A definition
2 An overview of managerial-related risk
3 Why does non-indemnification occur?
4 The key attributes of Side A coverage
5 The role of presumptive indemnification
6 The implications of entity coverage
7 Stand-alone Side A coverage: A solution
8 Emergency provision: An additional limit
9 Claim examples: Side A coverage
10 Conclusion

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What is Side C coverage?

What is Side C coverage?

Last updated June 9, 2021 by Kristopher Marsh

Side C coverage is an important component of directors and officers liability insurance. It provides an organisation with protection in the event that it is named in a securities-related claim. This coverage can be a great benefit, but may also have unintended consequences for a policy otherwise intended for an organisation’s management.

In this article, we will explore Side C coverage and understand why an organisation may want to consider purchasing it.

Contents
1 Side C coverage: A definition
2 The risk of shareholder litigation
3 Types of securities-related claims
4 The key attributes of Side C coverage
5 How to acquire Side C coverage
6 The benefits of Side C coverage
7 The drawbacks of Side C coverage
8 Side C coverage: Addressing the challenges
9 Claim examples
10 Conclusion

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What is employment practices liability insurance?

What is employment practices liability insurance?

Last updated June 8, 2021 by Kristopher Marsh

Employment practices liability insurance is an essential coverage for organisations of all shapes and sizes, however, it is not always well understood. It aims to protect an organisation and its management from claims made against them in the performance of their duties. Without such coverage in place, they may be exposed to significant financial loss.

In this article, we will explore employment practices liability insurance, and understand why it is an important part of any comprehensive insurance programme.

Contents
1 Employment practices liability insurance: A definition
2 How does it fit within an insurance programme?
3 What are the key employment risks?
4 Common claim examples
5 How do employment risks arise?
6 What types of protection are available?
7 Core policy coverages
8 Variations of employment practices liability insurance
9 Who is insured by a policy?
10 What type of acts are insured?
11 What type of losses are insured?
12 How is a policy wording structured?
13 How does coverage operate through time?
14 How does an organisation acquire coverage?
15 Selecting a limit of liability and self-insured retention
16 How can a changes to an organisation effect its coverage?
17 How to notify and handle claims
18 Conclusion

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What is management liability insurance?

What is management liability insurance?

Last updated June 7, 2021 by Kristopher Marsh

Management liability insurance is an essential coverage for organisations of all shapes and sizes, however, it is not always well understood. It aims to protect an organisation and its management from claims made against them in the performance of their duties. Without such coverage in place, they may be exposed to significant financial loss.

In this article, we will explore management liability insurance and understand why it is an important part of any comprehensive insurance programme.

Contents
1 Management liability insurance: A definition
2 How does it fit within an insurance programme?
3 What are the key managerial risks?
4 Common claim examples
5 How do managerial risks arise?
6 What types of protection are available?
7 Core policy coverages
8 Optional entity coverages
9 Who is insured by a policy?
10 What type of acts are insured?
11 What type of losses are insured?
12 How is a policy wording structured?
13 How does coverage operate through time?
14 How does an organisation acquire coverage?
15 Selecting a limit of liability and self-insured retention
16 How can a changes to an organisation effect its coverage?
17 How to notify and handle claims
18 Conclusion

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Filed Under: New

What is D&O insurance for nonprofits?

What is D&O insurance for nonprofits?

Last updated June 6, 2021 by Kristopher Marsh

D&O insurance for nonprofits is an essential coverage for organisations of all shapes and sizes, however, it is not always well understood. It aims to protect an organisation and its management from claims made against them in the performance of their duties. Without such coverage in place, they may be exposed to significant financial loss.

In this article, we will explore D&O insurance for nonprofits, and understand why it is an important part of any comprehensive insurance programme.

D&O insurance for nonprofits: A definition

D&O insurance for nonprofits is a type of coverage purchased by an organisation to protect its management, and to some extent itself, from the consequences of managerial-related claims. In other words, it protects an organisation and its management from claims arising in the performance of managerial-related activities.

It is held by a wide variety of organisations, such as:

  • Nonprofit organisations
  • Charities
  • Religious organisations
  • Hospitals
  • Universities and other academic institutions
  • Government departments

By purchasing D&O insurance for nonprofits, an organisation can not only protect its own financial interests but also that of individual managers. When combined with appropriate risk management strategies, it can provide an organisation with the best possible opportunities for attracting talented individuals into the ranks of leadership.

How does it fit within an insurance programme?

D&O insurance for nonprofits typically forms part of a comprehensive insurance programme.

General insurance

A policy will often be purchased alongside a range of general insurance coverages, such as:

  • Property damage and business interruption insurance
  • General liability insurance
  • Marine transit insurance
  • Motor vehicle insurance
  • Corporate travel insurance
  • Workers compensation insurance

Financial lines insurance

And it will complement any other financial lines insurance coverages that an organisation may purchase, such as:

  • Cyber insurance
  • Professional indemnity insurance

Within a broader programme, D&O insurance for nonprofits is often considered an auxiliary type of coverage. Its premiums can be relatively small when compared with other classes of insurance. However, from the perspective of an organisation’s management, it is arguably one of the most important, as it ultimately protects their personal assets from loss.

What are the key managerial risks?

The directors and officers of an organisation, known collectively as management, play an important role in governing its activities. But with this managerial responsibility comes many risks.

Common sources of claims

An organisation’s management have a fiduciary responsibility to place an organisation’s interests ahead of their own. However, while doing so they must also consider the consequences of their actions on others; specifically, an organisation’s stakeholders.

Common stakeholders of an organisation include:

  • Shareholders and/or members
  • Government and regulatory authorities
  • Creditors
  • Competitors
  • Suppliers
  • Employees

Common claims

If a stakeholder becomes disgruntled with an organisation’s management they may wish to hold them accountable for their actions. To do so, any grievance may be formalised in a claim.

Common claims against management include:

  • Negligent management of an organisation’s operations
  • Inadequate disclosure in financial reports
  • Misuse of an organisation’s funds
  • False and misleading representation during fundraising activities
  • Failure to comply with employment laws
  • Theft of intellectual property and poaching of a competitor’s donors
  • Breach of fiduciary duty resulting in financial loss or insolvency
  • Inadequate or insufficient corporate governance
  • Regulatory non-compliance

When a claim is made against an organisation or its management, it must be defended, no matter its merits. In this respect, a frivolous claim carries just as much weight as a genuine one and must be addressed with the same seriousness. With a little luck, a claim may be resolved through mediation. But if not, it may need to be defended before a court of law.

Common claim examples

To better understand what a directors and officers liability insurance claim might look like in practice, let’s take a look at a few claim examples.

Example 1 – Infringement of bylaws

An amateur sporting association disqualifies a competitor for suspected cheating in a race. At a subsequent tribunal hearing the committee hands down a one-month suspension. In response, the competitor launches a legal claim against the committee, alleging a breach in bylaws, while also seeking reinstatement to active competition.

Legal counsel is appointed and defence costs of $10,000 are incurred – $5,000 of which exceeding the self-insured retention. Halfway through the claim, the competitor stops replying to all correspondence. No further update is received and the matter is eventually closed.

Example 2 – Breach of fiduciary duty

A committee member of a nonprofit organisation fails to disclose to the board that his family has a financial interest in the building contractor which has been appointed to refurbish its new office. When this information comes to the attention of a donor, they sue for a breach of fiduciary duty, demanding that the committee member resign.

The committee member makes a claim notification, requesting indemnification under the terms of the policy. Panel counsel is appointed to prepare a defence on his behalf. Legal costs of $15,000 are incurred, and after some discussion, the committee member tenders his resignation.

Example 3 – Misleading and deceptive conduct

The marketing officer of a nonprofit organisation is sued by a group of members after making public comments that a certain high-profile individual had joined the club. When this information was discovered to be false, the members who joined the club relying on these statements alleged the behaviour was misleading and conducted in a deceptive way.

The insurer is notified of the claim, and legal counsel is appointed to defend the marketing officer. Defence costs of $5,000 are incurred, and the marketing officer is replaced in their role shortly thereafter. The club agrees to refund the fees of the affected members.

How do managerial risks arise?

An organisation’s management is responsible for overseeing its operations and monitoring its ongoing performance. There are clear obligations imposed on them, and also potential consequences should these obligations not be fulfilled as expected.

Directors duties

The management of an organisation is required to satisfy a range of directors duties in the performance of their role. Directors duties vary between jurisdictions, but are typically articulated in statutory law (enacted by government), regulatory law (enacted by regulatory authorities), and case law (established by court precedent). These laws cover not only an individual’s behaviour, but also an organisation’s.

Board of directors liability

If directors duties are not performed as expected, it can result in board of directors liability. When a stakeholder believes that they have been adversely affected by the actions of organisation and its management, they may attempt to hold them accountable. By doing so, they will often seek compensation or some other remedy for the financial injury that they claim to have suffered.

What types of protection are available?

There are two common methods of protecting an organisation and its management from managerial-related claims.

Directors indemnification agreement

A directors indemnification agreement, also known as a deed of indemnity, is the first line of protection against board of directors liability. It is essentially a contract between an organisation and its management, whereby an organisation promises to protect them from any personal liability arising in the performance of their managerial duties.

D&O insurance for nonprofits

D&O insurance for nonprofits is the second (and final) line of defence for an organisation and its management. It can protect an organisation from the costs of indemnifying management, and in certain situations protect an organisation from its own liability. Importantly, it will also protect individuals in the event that an organisation cannot indemnify them.

Core policy coverages

Now that we understand the responsibilities of management and the types of risks they face, we can explore the insurance coverage designed to protect them.

A policy will typically include two core coverages:

Directors and officers liability coverage (Side A)

Side A coverage, also known as directors and officers liability coverage, protects management when a claim is made against them personally and the organisation which they represent cannot or will not indemnify them. In these situations, without insurance coverage, an individual would be responsible for financing their own defence, often at a great cost.

Organisation reimbursement coverage (Side B)

Side B coverage, also known as organisation reimbursement coverage, reimburses an organisation for the costs incurred when indemnifying management from a claim in accordance with its indemnification obligations. In these situations, without insurance coverage, an organisation would be responsible for financing a legal defence from its own balance sheet.

Optional entity coverages

In addition to its core coverages, a policy may also allow an organisation to insure its own liability in certain situations. This is generally known as entity coverage.

Organisation liability coverage

Organisation liability coverage protects an organisation from a broad range of civil liability claims. This coverage is often available to nonprofit organisations due to the fact that many are member-operated, and therefore the financial consequences of a claim against the organisation can be just as devastating as a claim made against an individual.

While this coverage is typically not economical for larger organisations, exceptions can be made for nonprofit organisations. An insurer’s intent is to provide protection for managerial-related claims against the entity, while excluding claims that may be considered commercial in nature or more appropriately covered under another class of insurance.

Employment practices liability insurance

Employment practices liability insurance protects an organisation from its own liability in employment-related claims. While directors and officers liability insurance typically includes coverage for claims made against an individual, employment practices liability insurance extends this coverage to include claims made against an organisation itself.

Commercial crime coverage

Commercial crime insurance, also known as fidelity insurance, protects an organisation from first-party losses incurred as a result of theft, fraud and misappropriation. More specifically, it provides coverage for the theft of its money, securities and property, as a result of misappropriation by its employees and also external parties.

Statutory liability coverage

Statutory liability insurance protects an organisation from claims made by government and regulatory authorities. While directors and officers liability insurance typically includes coverage for claims made against an individual, statutory liability insurance extends this coverage to include claims made against an organisation itself.

Superannuation trustee liability coverage

Superannuation trustee liability coverage, also known as fiduciary liability coverage, protects an organisation and its management from claims arising from the administration of retirement, superannuation or 401k schemes. In other words, it covers the liabilities that may arise when managing a pension plan on behalf of an organisation’s employees.

Who is insured by a policy?

A policy will be constructed to protect an organisation and its management in a deliberate manner, defining those who are considered to be an insured.

Insured organisation

A policy will typically cover a principal insured organisation and any subsidiary of this entity. Collectively, these entities will often be referred to as the policyholder. The principal insured organisation will typically be listed on the policy schedule, and the definition of subsidiary will be located in the policy wording.

A subsidiary will typically be defined as any entity which the principal insured organisation owns or controls more than 50% of its shares or voting rights, directly or indirectly. If an organisation wishes to insure an entity that does not fulfil the definition of a subsidiary, it may be considered for inclusion as an additional insured organisation by endorsement.

A policy is likely to include a provision for automatically covering an organisation’s new and acquired subsidiaries throughout a policy period. The coverage for new and acquired subsidiaries often aligns closely with cessation of subsidiaries coverage, which will maintain coverage for any subsidiary that is wound up or divested during a policy period.

Insured person

A policy will typically cover any insured person of the policyholder. The definition of insured person will be listed in the policy wording, and will be broadly defined to capture the types of individuals that are exposed to managerial-related risk.

An insured person is typically defined as any:

  • Director, officer, or managing partner
  • Chairman, secretary, or committee member
  • Employee acting in a managerial capacity

Any past, present or future insured person will be covered as long as an organisation continues to purchase a current policy. This is certainly a great benefit, however, retiring individuals may be anxious that their ongoing coverage relies on an organisation continuing to purchase a policy. To address this risk, many policies will include some form of retired directors and officers coverage.

What type of acts are insured?

A policy intends to cover an organisation and its management for specific types of behaviour.

Insured capacity

A policy will cover an organisation’s management in their insured capacity as directors, officers, and managers more broadly. This means that an insurer’s intent is to only cover managerial-related risks and not those arising in another capacity. As a result, an insured will not be covered for acting in a personal or professional capacity; other insurances are required to cover these risks.

Wrongful act

A policy will cover an organisation’s management for any actual or alleged wrongful act while acting in their insured capacity.

The definition of a wrongful act will typically include any:

  • Act, error, or omission that others perceive to be wrongful
  • Misstatement or misleading statement
  • Breach of directors duties
  • Breach of fiduciary duty
  • Breach of trust
  • Neglect

Employment-related wrongful act

A policy will also provide coverage for any actual or alleged employment-related wrongful act, such as:

  • Unfair dismissal
  • Failure to employ or promote
  • Harassment, discrimination, or humiliation
  • Defamation, including libel (written) and slander (verbal)
  • Retaliation

Management liability insurance will typically include entity coverage for employment-related claims as long as the employment practices liability coverage section of a policy has been selected.

What type of losses are insured?

A policy will define what types of loss incurred by an insured will be covered in the event of a claim.

Insured loss

The definition of loss will typically include:

  • Defence costs, for legal representation by a solicitor or barrister
  • Settlement costs, such as a negotiated claim payment or court-awarded judgement
  • Formal investigation costs, incurred while preparing for an official inquiry
  • Prosecution costs, for overturning undesirable judgements handed down in the course of a covered claim
  • Fines and penalties, issued by regulatory authorities (where insurable by law)

Uninsured loss

However, not all types of loss that an organisation and its management may incur will be covered.

The definition of loss will not typically include:

  • Fines and penalties that are not insurable by law
  • Taxes
  • The cost of complying with a court order or injunction
  • Employment-related costs, such as wages, salaries, commissions, and other benefits

How is a policy wording structured?

A policy consists in its entirety of a policy schedule, policy wording, and endorsements. Of these, the policy wording plays a central role in defining the terms of coverage.

Insuring clauses

Insuring clauses, also known as operating agreements, are responsible for articulating the coverage afforded by a policy. They outline the promise of an insurer to pay for, or on behalf of, an insured for a covered loss. It is not unusual for a policy to include more than one insuring clause, each addressing a distinct risk that an insurer intends to provide coverage for.

Key term definitions

Key term definitions are contained throughout a policy wording and aim to facilitate a clear interpretation of its coverage. They are relied upon by all parties to reduce the ambiguity of important terms and are an essential link between a policy’s schedule, wording and endorsements. To aid identification, defined terms are often highlighted by bold, italic, underlined or capitalised text.

Extensions

Extensions broaden a policy’s coverage from its insuring clauses and provide additional protection and/or benefits to the policyholder and any insured person. Many extensions will be automatically included, while some may be optional. An insurer will often use extensions to differentiate its product offering in the marketplace from that of its competitors.

Exclusions

Exclusions aim to eliminate an insurer’s exposure to undesirable risks faced by an organisation and its management. They are applied for many reasons; the risk of certain hazards may be too great for an insurer to bear, or be against the intention of coverage. Many exclusions will be included as standard, while some will be context-specific and applied by endorsement.

Conditions

Conditions outline the various subjectivities that attach to a policy’s coverage. They explain how a policy is to be interpreted and what the obligations are of both an insured and insurer. Conditions will also carefully explain important processes that are essential to a policy’s operation; such as applying for coverage, notifying claims, and maintaining adequate disclosure.

How does coverage operate through time?

D&O insurance for nonprofits has a number of unique features that determines how a policy functions through time.

Claims made policy

A claims made policy requires that a claim be made against an insured and be notified to an insurer during the policy period, for any subsequent loss to be covered. For this reason, it is best to refer to such coverage as claims made and notified, to adequately account for the second condition of notification. Additionally, a policy will require the notification of any circumstance that may reasonably lead to a claim.

Prior acts coverage

The natural language of a claims made policy allows it to provide prior acts coverage. By prior acts, we mean any act or decision that has taken place at some time in the past, even before the commencement of a policy period. Insuring behaviour that occurred prior to the inception of coverage, as long as any subsequent claim is made in a policy period, is a unique aspect of a claims made policy.

Retroactive date

A retroactive date, also known as a prior acts date, can be used to restrict a policy’s prior acts coverage. It is typically listed on the policy schedule and attaches to a retroactive exclusion. A retroactive exclusion will state that no claim will be covered if it arises as a result of an act that occurred prior to the retroactive date. Alternatively, it may state that only acts occurring after a retroactive date are covered.

Prior and pending litigation date

A policy may also include a prior and pending litigation date, which attaches to a prior and pending litigation exclusion. It aims to exclude claims that have commenced in any way prior to the date specified. It is an insurer’s way of excluding claims and circumstances that should have been most appropriately notified to, or covered by, a previous insurer.

How does an organisation acquire coverage?

To acquire coverage, an organisation and its management will need to follow a number of standardised procedures.

Application process

During the application process, an organisation is required to make a submission to a prospective insurer. A submission will typically include the following information:

  • A proposal form
  • Any supporting documents
  • Its most recent financial statements
  • An ownership structure diagram

Any financial statements should be audited, or third-party prepared at the very least. An internal accounting report is generally not sufficient because it is difficult to determine its integrity. For larger and more complex organisations, financial statements will be mandatory. For small and medium enterprises, however, there may be some flexibility to this requirement.

Duty of disclosure

An organisation is required to satisfy a duty of disclosure throughout the lifecycle of a policy. In practical terms, this means that it is under a strict duty to deal fully and frankly with an insurer, disclosing any material fact that is relevant to an insurer’s decision making. A failure to do so can result in severe consequences for all those who will rely on coverage.

Underwriting process

An insurer will complete an underwriting process to analyse the risks faced by an organisation and consider its suitability for insurance. This aims to determine an adequate premium for accepting a risk and setting the terms of coverage. Once a quote is issued, it will typically remain valid for 30 days, subject to there being no material change to the underlying information.

Mid-term alterations to coverage

Once a policy in place, its terms will be set for the duration of a policy period. If an organisation would like to make alterations to its coverage mid-term, this will need to be completed by endorsement. Any changes to an organisation’s risk will need to be re-underwritten, and a signed no known loss letter will be required before any alterations are confirmed.

Expiry and replacement

As a policy period approaches expiry, a replacement policy will need to be arranged. In most situations, an organisation will need to complete a new proposal form and provide its most recent financial statements. Sometimes, an express or fast-track replacement process may be available; however, this is typically reserved for smaller and less risky organisations.

Selecting a limit of liability and self-insured retention

When an organisation and its management purchases D&O insurance for nonprofits, there are a couple of important points to consider.

Limit of liability

A limit of liability, also known as a limit of indemnity, is the maximum amount that an insurer is liable to an insured for covered claims in a policy period. It is typically separated into three key components; an any one loss limit, an aggregate limit, and sublimits. Selecting an adequate limit of liability plays an important role in protecting an organisation from large and significant claims.

Self-insured retention

A self-insured retention, also known as a deductible or excess, is the amount of loss that an insured must incur for a covered claim before a policy will respond. Once a self-insured retention has been paid or eroded, an insurer will commence its payments to an insured. Selecting an adequate self-insured retention ensures that a policy is reserved for claims that would otherwise impact an organisation.

How can a changes to an organisation effect its coverage?

Once a policy is in place, there are a number of situations that can effect the coverage of an organisation and its management.

Change in control

If an organisation is subject to a change in control during a policy period it will result in a conversion of coverage. When this occurs, a policy will no longer cover an organisation and its management for their future acts. Rather, only acts that occurred prior to a change in control will be covered. This phenomenon is generally described as coverage being in run off.

Run off insurance

Run off insurance is a term often used to describe the practice of purchasing insurance coverage for an organisation that has incurred a material change to its ownership or corporate structure, such as a change in control or winding up. It attempts to address the long-tail exposure of managerial-related claims, which remain long after individual managers have moved on.

Extended reporting period

An extended reporting period is a type of run off insurance made available to an organisation after a change in control. If an organisation and its management would like to maintain coverage for the notification of claims and circumstances arising from prior acts, an extended reporting period will allow them to do so; provided that it is willing to pay an additional premium for the privilege.

Discovery period

A discovery period may be made available to an organisation in the event that it decides not replace an expiring policy. This can provide an organisation and its management with the ability to notify claims and circumstances that materialise after a policy’s expiry date, but only for acts that occurred prior to the commencement of the discovery period.

How to notify and handle claims

D&O insurance for nonprofits is often purchased with the hope that it will never be required. However, for many organisations, it is only a matter of time before a claim arises requiring notification to an insurer.

Claim notification process

A claim notification describes the process that an organisation and its management must undertake to advise an insurer of a new claim or circumstance. It is an important aspect of protecting management, as it involves identifying any situation that is likely to trigger a policy’s coverage and then reporting this to an insurer according to its relevant procedures.

Who has the duty to defend?

A policy will include a duty to defend provision that outlines which party – an insured or insurer – has the right and obligation to defend an underlying claim. A policy with duty to defend language places this responsibility on an insurer, while non-duty to defend language (also known as duty to indemnify) places this responsibility on an insured.

Claim settlement process

An opportunity for claim settlement may arise throughout the defence of a claim. Claim settlement can describe the process of entering into negotiations with a claimant to bring a matter to conclusion, but also the process of an insurer discharging its obligation to an insured; by arranging payment to an organisation and its management for any covered loss.

Conclusion

D&O insurance for nonprofits is an essential coverage for organisations of all shapes and sizes, however, it is not always well understood. It aims to protect an organisation and its management from claims made against them in the performance of their duties. They may be exposed to significant financial loss without such coverage in place.

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Filed Under: New

What is a claims made policy?

What is a claims made policy?

Last updated June 5, 2021 by Kristopher Marsh

A claims made policy has a range of characteristics that make it stand apart from its somewhat better-understood alternative, a loss occurring policy. At times it can be challenging to differentiate between them, however, failing to understand the differences can have a significant impact on the coverage available for an organisation and its management.

In this article, we will explore the concept of a claims made policy in the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Claims made policy: A definition

A claims made policy requires that a claim be made against an insured and be notified to an insurer during a policy period, for any subsequent loss to be covered. For this reason, it is best to refer to such coverage as claims made and notified, to adequately account for the second condition of notification.

A claim represents any grievance that an organisation’s stakeholders may have towards its management. A policy will define what exactly is meant by the term, however, it can be generally described as notice of an actual or intended legal proceeding against an insured, alleging a wrongful act. Any claim will often be received in formal correspondence, so it should be easily recognised.

Common examples of a claim include:

  • A letter of demand
  • The service of a writ
  • An invitation to a proceeding

The key difference between a claims made policy and a policy written on any other basis, is that it relies less on when an actual or alleged act took place, and rather when an insured first becomes aware of any arising claim or intention to claim. Then, provided that a claim is made against an insured and notified to an insurer in a policy period, coverage should attach as intended.

What is a circumstance?

Importantly, it is not only claims that must be notified to an insurer, but also any circumstance that may reasonably lead to a claim. In essence, this aims to capture any grievance which has not yet materialised into a claim but may do so in the future. This is a critical distinction, as it significantly broadens the scope of what should be notified to an insurer.

A circumstance is less obvious than a formal claim and requires a more nuanced understanding. A circumstance can be broadly defined as any knowledge of an incident that could reasonably lead to a claim. This could include information disclosed in a conversation, correspondence between parties, or even the knowledge of an act that could eventually result in a claim.

As an example, consider an organisation that releases a financial report to its stakeholders, who in turn will rely upon its accuracy for making important decisions. If a material error is discovered following its release, it would be prudent to notify an insurer of this instance as a circumstance that may reasonably lead to a claim, at least as a precautionary measure.

The nature of prior acts coverage

The natural language of a claims made policy allows it to provide prior acts coverage. By prior acts, we mean any act or decision that has taken place at some time in the past, even prior to the commencement of a policy period. Insuring behaviour that occurred prior to the inception of coverage is a unique aspect of a claims made policy.

In a liability context, prior acts coverage aims to capture what is commonly referred to as long-tail exposure. Long-tail exposure is the liability that remains long after the act that caused it. In a practical sense, this means that an act could have occurred long ago, but for whatever reason, any subsequent claim may not arise until a date sometime in the future.

Of course, there’s no such thing as a free lunch. The prior acts coverage of a policy only intends to insure to unknown claims and circumstances. Any claim or circumstance that is known prior to the inception of a policy will automatically be excluded. If an insured is already aware of a claim or circumstance and wishes to insure it after the fact, no coverage will be available.

Excluding prior acts with a retroactive date

A retroactive date, also known as a prior acts date, can be used to restrict a policy’s prior acts coverage. A retroactive date is typically listed on a policy schedule and is directly related to a retroactive exclusion. A retroactive exclusion will typically state that no claim will be covered if it arises as a result of an act that occurred prior to the retroactive date.

An insurer will impose a retroactive date if it wishes to exclude the acts of an organisation and its management occurring prior to a particular date. Alternatively, if an insurer has no concern about providing coverage for prior acts, a retroactive date may be set as unlimited; in other words, no retroactive limitation will apply to prior acts.

Sometimes a policy wording may not mention a retroactive date at all, essentially remaining silent on prior acts coverage. In such instances, the absence of a retroactive date may presume unlimited retroactive coverage for prior acts unless restricted by a prior acts exclusion; which attaches to a prior acts date and functions similar to that of a retroactive exclusion.

Continuity and the prior and pending litigation date

A policy may also include a prior and pending litigation date, which is related directly to a prior and pending litigation exclusion. A prior and pending litigation date aims to eliminate coverage for any claim that has, in any way, commenced prior to the date specified. It is an insurer’s way of excluding claims and circumstances that should have been most appropriately notified to a previous insurer.

A prior and pending litigation date is very closely tied to one of a policy’s extensions; continuity of coverage. Continuity of coverage allows a claim notification that should have been notified in a prior policy period, to be accepted late, as long as an organisation has held continuous, uninterrupted coverage with the same insurer over time. Alternatively, it may be attached to a continuity date, listed on a policy schedule.

A prior and pending litigation date doesn’t always get as much attention as it should. If an organisation decides to change insurer at the expiry of a policy and during the replacement process, this date will typically be reset to the date in which a new insurer’s coverage commenced. It usually isn’t something that can be negotiated, however, it is an important concept to understand nonetheless.

The purpose of a claims made policy

A claims made policy offers a number of benefits to an organisation, such as the ability to insure prior acts, and automatically cover any new and acquired subsidiaries throughout a policy period. However, from an insurer’s perspective, the long-tail exposure attached to managerial-related claims can place pressure on its capital requirements, making it difficult to reserve for future liabilities.

An insurer’s underwriting appetite is guided by its claims experience of a given policy class, the risk profile of its policyholders, as well as insurance market conditions more broadly. The risks facing an organisation’s management can change quickly and requires constant monitoring. As a result, an insurer’s underwriting strategy can vary significantly from one year to the next.

A claims made policy, importantly, allows an insurer to come on and off risk for a particular policy period with relative ease, except when binding multi-year run off insurance. It allows an insurer to deploy capital into favourable conditions and adjust its strategy as required; protecting itself somewhat from the long-term uncertainty of a more traditional loss occurring policy.

Claims made vs occurring policy: What is the difference?

A claims made policy is often contrasted with its somewhat better-understood alternative, a loss occurring policy. Below, we explore the difference between the two.

Loss occurring policy

A loss occurring policy covers an insured for any loss that arises from an incident occurring in a policy period, no matter when the subsequent claim is made. This basis of coverage does not rely on when an insured first becomes aware of an incident, but rather when an incident actually occurs. It is often observed in general insurance, which is predominately associated with short-tail liability exposure.

Claims made policy

A claims made policy, by comparison, requires that a claim be made against an insured and be notified to an insurer during a policy period, for any subsequent loss to be covered. This basis of coverage relies on when an insured first becomes aware of a claim, rather than when an incident may have occurred. It is often observed in financial lines insurance, which is predominately associated with long-tail liability exposure.

Claims made policy: An example

Now that we have explored the concept of a claims made policy and the various factors that influence coverage, we can tie it all together.

An organisation purchases an insurance policy to protect its management from board of directors liability. The policy period is twelve months, from 31 December last year to 31 December this year. The retroactive date is unlimited, and the pending and prior litigation date is set as 31 December five years ago.

The organisation has been operating for many years in the manufacturing industry. Last year, the managing director made a declaration to a national statutory tax authority on behalf of the organisation. This year, he receives notice that there will be an investigation into an alleged misrepresentation; constituting a breach in directors duties.

The director makes a notification to his insurer. Because the claim is made and notified in the current policy period, is it this year’s policy that will respond. The claim is not excluded by either the retroactive date or prior and pending litigation date. Legal counsel is appointed and defence costs are incurred in the amount of $25,000, however, no claim settlement is made.

Conclusion

A claims made policy has a range of characteristics that make it stand apart from its somewhat better-understood alternative, a loss occurring policy. Failing to understand their differences can have a significant impact on the coverage available for an organisation and its management. However, at times it can be challenging to differentiate between them.

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Filed Under: New

What is prior acts coverage?

What is prior acts coverage?

Last updated June 4, 2021 by Kristopher Marsh

Prior acts coverage is an interesting and unique feature of a claims made policy. It provides a number of benefits to an organisation and its management, but can cause almost as many issues if not implemented correctly. For this reason, it is essential to be aware of the various factors that influence how a policy’s coverage will respond to a prior act of an insured.

In this article, we will explore the concept of prior acts coverage within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Prior acts coverage: A definition
2 Its relationship to a claims made policy
3 Why any circumstance should also be notified
4 Excluding prior acts with a retroactive date
5 Continuity and a pending and prior litigation date
6 The purpose of prior acts coverage
7 Prior acts coverage: An example
8 Conclusion

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Filed Under: New

What is a retroactive date?

What is a retroactive date?

Last updated June 3, 2021 by Kristopher Marsh

A retroactive date is an essential component of a claims made policy, and has significant implications for the scope of its protection. The prior acts coverage of a policy provides an organisation and its management with many benefits, but failing to understand how and when it can be restricted can leave those relying on coverage unexpectedly exposed.

In this article, we will explore the concept of a retroactive date within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Retroactive date: A definition
2 How is it related to prior acts coverage?
3 Why a retroactive date is unique to a claims made policy
4 Pending and prior litigation date: Similar but different
5 When is a retroactive date applied?
6 Retroactive date vs continuity date: What is the difference?
7 Retroactive date: An example
8 Conclusion

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Filed Under: New

What is a prior and pending litigation date?

What is a prior and pending litigation date?

Last updated June 2, 2021 by Kristopher Marsh

A pending and prior litigation date is an important aspect of a policy that is often overlooked. It not only represents an organisation’s loyalty to an insurer over time, but may also allow coverage for certain claims that would otherwise be excluded. If unintentionally neglected, however, management are likely to be exposed to significant uninsured risk.

In this article, we will explore the concept of a pending and prior litigation date within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Pending and prior litigation date: A definition
2 Its relationship to a claims made policy
3 Why any circumstance should also be notified
4 The nature of prior acts coverage
5 Excluding prior acts with a retroactive date
6 The purpose of a pending and prior litigation date
7 Pending and prior litigation date vs continuity date: What is the difference?
8 Pending and prior litigation date: An example
9 Conclusion

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Filed Under: New

What is a wrongful act?

What is a wrongful act?

Last updated June 1, 2021 by Kristopher Marsh

A wrongful act describes the types of behaviour an organisation and its management are covered for by insurance. It provides an insight into the allegations that may arise from managerial activities, and how a policy is structured to protect individuals. Importantly, it also highlights the risks that are not likely to be covered, and instead must be insured elsewhere.

In this article, we will explore the concept of a wrongful act within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Wrongful act: A definition
2 What types of acts are considered wrongful?
3 The insured capacity of management
4 Allegations are wrongful too
5 The claim notification process
6 Wrongful act: An example
7 Conclusion

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What are the common extensions?

What are the common extensions?

Last updated May 30, 2021 by Kristopher Marsh

Extensions provide an organisation and its management with additional coverage over and above a policy’s insuring clauses. They provide a flexible method of updating coverage to address new managerial-related risks and are often used by an insurer to differentiate its product offering from that of its competitors.

In this article, we will explore common extensions within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Extensions: A definition

Extensions provide an organisation and its management with protection over and above a policy’s insuring clauses. They exist because, despite the broad coverage of insuring clauses, it is not possible for them to include all the protection required. Extensions aim to bridge this gap by covering situations that would otherwise not be sufficient to trigger a policy’s response.

In addition to their practical nature, extensions are included by an insurer to strengthen its product offering. They are developed to solve a wide range of problems and are continually being revised to address the changing landscape of managerial-related risks. If an insurer is going to offer “bells and whistles” as part of a policy, these will often be implemented as extensions.

Extensions work together with a policy’s insuring clauses, key term definitions, exclusions, and conditions, to construct its overall coverage. They can operate independently, or in conjunction with other sections of a policy. For example, if an exclusion is used to address a particular hazard, an extension can be used to write-back certain aspects of coverage, such as defence costs.

Advancement of defence costs

Advancement of defence costs compels an insurer to pay for an insured’s defence costs as they are incurred throughout a claim, even if an insurer is yet to arrive at its coverage position. Such an extension requires an insurer to settle an invoice in a defined period of time, typically within thirty to sixty days of its receipt.

Without this coverage, an insured would be required to fund their own defence costs until an insurer could evaluate their loss, determine its validity, and arrange for reimbursement at a later date. This process can be time-consuming, and legal costs can accumulate quickly. The reality is that many organisations would have difficulty funding these costs in the short term.

The advancement of defence costs is conditional on a claim being eventually covered. If at a later date a claim is declined, or part of its claim settlement is subject to cost allocation, an insured will be required to repay any costs advanced. And despite what the end result may be, an insured is obliged to cooperate with an insurer throughout this process.

Retired directors and officers coverage

Retired directors and officers coverage protects individuals for a specific length of time, typically seven years, following their retirement from an organisation. It acts as a form of automatic run off insurance, to ensure that individuals remain protected from any claims that may arise against them in the future, as a result of any wrongful act that occurred prior to their departure.

This type of coverage is a unique feature of a claims made policy, which requires that a claim be made against an insured and be notified to the insurer during the policy period, for any resulting loss to be covered. It aims to address the concerns of retiring individuals, whose coverage would otherwise depend on an organisation continuing to purchase a policy.

Retired and directors and officers coverage allows individuals to make a claim notification to an insurer, even if an organisation no longer purchases insurance coverage on their behalf. This can provide management with peace of mind that they will remain protected, should they retire from their role during a policy period.

Outside directorship coverage

Outside directorship coverage protects the management of an organisation when they also participate in the management of an external nonprofit organisation. This coverage enhancement has evolved out of the common practice of experienced individuals occupying positions of leadership in nonprofit and community-based initiatives, often as volunteers.

When individuals engage in this practice, they are required to satisfy the directors duties of these external roles. Outside directorship coverage aims to provide individuals with an additional layer of protection, over and above any directors indemnification agreement and D&O insurance for nonprofits carried by a nonprofit organisation itself.

Should a nonprofit’s protection mechanisms become exhausted, individuals may be covered by a policy on the condition that an organisation is aware of the outside directorship and that it consents to indemnify such a matter. An insurer may also consider expanding this coverage to include for-profit outside directorships, upon request.

New and acquired subsidiaries coverage

New and acquired subsidiaries coverage protects any subsidiary created or acquired by an organisation during a policy period. This extension ensures that any subsidiary receives the same protection as its parent, providing automatic forward-looking coverage from the date of creation or acquisition – with this date also effectively acting as a quasi retroactive date.

The automatic coverage for a new or acquired subsidiary is often conditional on the relative size and complexity of an entity. Any subsidiary exceeding 10-20% of the parent’s total revenue or assets, or with exposure to high-risk jurisdictions such as the United States and Canada, will generally need to be agreed by an insurer separately and included by endorsement.

The coverage for new and acquired subsidiaries often aligns closely with cessation of subsidiaries coverage, which maintains prior acts coverage for any subsidiary that is wound up or divested during a policy period. As a claims made policy, this coverage is dependent on an organisation continuing to purchase a current policy into the future.

Estates, heirs, and legal representatives coverage

Estates, heirs, and legal representatives coverage protects any legal representative of an insured in the event they are drawn into a covered claim, but only with respect to the insured’s actions, not their own. This benefit also typically extends to include any spouse of an insured, as they are often indirectly exposed to such claims.

When confronted with impending litigation, some individuals consider transferring ownership of their assets to a trusted third party, such as a husband, wife, or legal guardian. By doing so, their assets may be placed out of reach from a claimant’s demands. While this may be a sensible legal strategy, it can also result in a trusted party being implicated in the matter.

Estates, heirs, and legal representatives coverage ensures that any related party who may be dragged into a claim, due to their ownership or control of an insured individual’s assets, is protected. The cover provided by this extension is helpful, but importantly, its scope is limited. It will protect them from the consequences of an insured’s actions, but not their own.

Continuity of coverage

Continuity of coverage allows a claim notification that should have been notified in a prior policy period, to be accepted late, as long as an organisation has held continuous, uninterrupted coverage with the same insurer over time. This benefit is generally included automatically and creates a strong incentive for an organisation to remain loyal to an insurer.

A late notification is one that should have been made in a previous policy period, but for some reason wasn’t. Perhaps something was overlooked, or perhaps it was mistakenly believed that a claim notification was not warranted. In any case, an insurer may be forgiving as long as the late notification was not deliberate and that a duty of disclosure has been satisfied over this time.

Continuity of coverage is often related directly to a continuity date or prior and pending litigation date, listed on a policy schedule. While continuity of coverage is important, it shouldn’t be relied on as a substitute for a prudent claim notification process. If an insurer determines that its position has been prejudiced, there can be serious implications.

Other common extensions

There are a range of common extensions that can assist management while defending a covered claim, and also some that will operate on their own accord.

Bail bond expenses

Bail bond expenses covers the reasonable cost of a bail bondsman or other similar service. This extension is not likely to cover the cost of the bond, just the bond service provider.

Public relations expenses

Public relations expenses covers the reasonable costs of engaging a communications consultant to mitigate the negative effects of publicity.

Deprivation of assets

Deprivation of asset expenses includes an allowance for certain personal expenses when individuals are deprived of access to their personal assets. Common expenses include schooling, housing, utilities, and personal insurance.

Extradition expenses

Extradition expenses include the reasonable costs of preparing a defence for an extradition proceeding, bail bond process, and subsequent trial. It may also include the costs of seeking expert advice from a crisis counsellor and accountant.

Court attendance expenses

Court attendance expenses usually consist of a daily fee paid to individuals, when they are required to appear before a court of law or other formal hearing.

Discovery period

A discovery period may be made available to an organisation in the event that it does not intend to replace an expiring policy. This will typically consist of either an automatic discovery period or a paid discovery period.

How do extensions interact with other policy sections?

Discussing what is covered by extensions can be tricky because every policy is slightly different, not only with respect to what is covered but how it is covered. Many policies share a similar format, including insuring clauses, extensions, exclusions, and conditions. However, the way in which coverage is constructed will vary from one insurer to the next.

Many aspects of what a policy covers will be captured by the definition of loss, i.e. what types of loss an insurer will pay for as a result of a covered claim. Often this definition will be quite broad to cover much of what is expected, such as defence costs etc. If an insurer would like to expand its coverage further, this will often be done with extensions, conditions, and endorsements.

The key to understanding a policy’s coverage is to keep an open mind as to how its protection can be crafted. In one policy, a particular coverage will be over here, while in another it will be over there. A policy will need to be interpreted on its own merits. There are few shortcuts, however, a general overview of what to expect can certainly be helpful.

Extensions: An example

Now that we have explored common extensions and the various factors that influence coverage, we can tie it all together.

An organisation purchases an insurance policy to protect its management from board of directors liability. The policy period is twelve months, from 31 December last year to 31 December this year. The policy includes a retired directors and officers coverage extension, providing seven years of automatic run off insurance to individuals post-retirement.

The organisation operates in the shipping industry. During the policy period, a director decides to retire after a long career. At the end of the policy period, the organisation decides not to replace its expiring policy and does not proceed with a discovery period. Two years later, the retired director receives notice of a pending claim, alleging a breach in duties during his final year of employment.

The director speaks with his broker, who in turn makes a claim notification to the insurer who was on-risk during the policy period in which he retired. The organisation cannot be contacted (for indemnification), and the notification is subsequently accepted by the insurer under the relevant extension. Legal counsel is appointed and defence costs are incurred in the amount of $50,000.

Conclusion

Extensions provide an organisation and its management with additional coverage over and above a policy’s insuring clauses. They are often used by an insurer to differentiate its product offering from that of its competitors and provide a flexible method of updating coverage to address new managerial-related risks.

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Filed Under: New

What are the common exclusions?

What are the common exclusions?

Last updated May 29, 2021 by Kristopher Marsh

Exclusions can have serious implications for an organisation and its management, as they eliminate coverage for certain types of claims. They are applied for a variety of reasons, but by understanding the rationale for their inclusion, the consequences of exclusions can be better prepared for and often mitigated.

In this article, we will explore the concept of exclusions in the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Exclusions: A definition
2 Common standard exclusions
3 Common context-specific exclusions
4 When do exclusions come into play?
5 The imputation and severability of exclusions
6 Exclusions: An example
7 Conclusion

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What are the common conditions?

What are the common conditions?

Last updated May 28, 2021 by Kristopher Marsh

A policy’s conditions play an important role in determining the coverage of an organisation and its management. They are located within a dedicated section of a policy but are also inherent throughout its schedule, wording and endorsements. In the event of a claim, conditions may be open to interpretation, which can also mark the beginning of a dispute.

In this article, we will explore common conditions within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Conditions: A definition
2 A policy’s core operating conditions
3 Geographical conditions to coverage
4 Key conditions throughout a policy’s lifecycle
5 Conditions of the claims handling process
6 Navigating conflict: Policy interpretation and dispute resolution
7 Conditions: An example
8 Conclusion

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What is a limit of liability?

What is a limit of liability?

Last updated May 27, 2021 by Kristopher Marsh

A limit of liability is a central component of a policy and an important consideration for an organisation and its management. Having enough coverage when it’s required can mean the difference between effective protection and potential ruin. Despite its significance, the process of selecting an adequate limit of liability remains part art, part science.

In this article, we will explore the concept of a limit of liability within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Limit of liability: A definition
2 Components of a limit of liability
3 The challenges of a shared limit of liability
4 Selecting a limit of liability
5 How much coverage is enough?
6 Constructing a large limit of liability
7 How do defence costs interact with the limit of liability?
8 Policy lifecycle and the limit of liability
9 Emergency provision: An additional limit of liability
10 Limit of liability: An example
11 Conclusion

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What is a self-insured retention?

What is a self-insured retention?

Last updated May 26, 2021 by Kristopher Marsh

A self-insured retention is an important and often misunderstood component of a policy. An organisation and an insurer both have an interest that it is set in an appropriate amount so that coverage can function as intended. If implemented correctly, it will encourage them to participate in what is a mutually beneficial relationship.

In this article, we will explore the concept of a self-insured retention within the context of the following coverages:

  • Directors and officers liability insurance
  • Employment practices liability insurance
  • Management liability insurance
  • D&O insurance for nonprofits

You may also find that similar concepts apply to a broad range of financial lines insurances, such as professional indemnity insurance, cyber insurance, and even crime insurance to a certain extent. Keep in mind, however, that each policy is strictly interpreted according to its own terms and conditions.

Contents
1 Self-insured retention: A definition
2 When does a self-insured retention apply?
3 The purpose of a self-insured retention
4 Applying a self-insured retention to claims
5 Selecting a self-insured retention
6 What type of self-insured retention can be expected?
7 How do defence costs interact with a self-insured retention?
8 Benefits of a correctly implemented self-insured retention
9 Self-insured retention: An example
10 Conclusion

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Filed Under: New

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