Directors and Officers Liability Coverage

Goldberg Segalla’s lawyers remain at the forefront of the evolving directors and officers liability insurance market. As D&O insurance has become a commonplace tool for public and private companies to protect key executives and minimize corporate exposures, we assist our clients with understanding the merits, potential damages, and coverage issues presented by a variety of underlying exposures.

We work aggressively toward effective claims resolution while being sensitive to our clients’ business reality — all of our legal tactics and choices are informed by a comprehensive but flexible strategy tailored to the client’s needs and long-range objectives. Drawing on our firm’s extensive experience providing counsel in connection with some of the largest and most complex public and private D&O exposures, we provide our clients with a broad perspective and deliver value and superior service from the first notice of claim through final disposition.

We represent insurance carriers under D&O policies issued to policyholders ranging from Fortune 500 companies to smaller and privately held companies, as well as various financial institutions including investment advisors, mutual funds, hedge funds, and private equity firms. Our team’s experience extends to claims presented under the Securities Act, Securities Exchange Act, Sarbanes-Oxley Act, Foreign Corrupt Practices Act, and other legislation impacting corporate entities and their management.

Our attorneys are positioned to handle the largest and most significant insurance coverage disputes, drawing from national leadership credentials that include serving as chair of the Directors and Officers Subcommittee of DRI’s Insurance Law Committee, as well as the knowledge and capabilities of the directors and officers litigation practice in our Corporate Services and Commercial Litigation, and Professional Liability teams.

Our capabilities include:

  • Evaluation, monitoring, and resolution of complex D&O claims — Many of the world’s leading insurers turn to our Global Insurance Services team to analyze, litigate, and resolve claims presenting cutting-edge coverage issues and complex claims. We leverage our globally recognized team’s broad knowledge base and experience to assist in evaluating the merit and value of claims, monitor the progression of litigation, and provide innovative and practical solutions to resolve claims through negotiation, alternative dispute resolution, or if necessary, litigation. When litigation is necessary, our attorneys have vast experience representing D&O insurers in coverage disputes in state and federal courts throughout the nation.
  • Policy wordings and negotiations — To help minimize the risk of a potentially costly coverage dispute, our team can partner with clients to develop, draft, review, or modify policy language in order to tailor a public or private D&O policy to the unique risks of a policyholder. On behalf of insurers and reinsurers, we regularly negotiate policies, endorsements, and treaties with policyholders, brokers, and cedents.
  • Risk assessment — Through the underwriting process, our attorneys can work with insurers to evaluate risks presented by a potential policyholder, and assist insurance companies through their underwriting decisions — providing valuable insight into the specialized exposure faced by corporations in various fields. This includes guidance on emerging risks such as data breaches and other cyber risks. We harness the broader knowledge of Goldberg Segalla’s spectrum of lawyers in our diverse range of practice groups to identify risks for our clients before they quote or bind.

Representative Matters:

  • Goldberg Segalla attorneys have represented lower-tier excess insurers as coverage and monitoring counsel under public company D&O policies in connection with large scandals (e.g. Madoff-related litigation, subprime/credit crisis-related litigation, and insurance brokerage contingent commission scandal), as well as securities and derivative litigation stemming from securities offerings and corporate disclosures. 
  • Goldberg Segalla attorneys successfully represented the insurer of a private equity fund in connection with a claim made by an investor of the fund against the fund general partner and several limited partners. After the private equity fund settled the underlying lawsuit, we negotiated a settlement of the coverage issues with the insured for a fraction of the underlying settlement value by asserting there was no covered loss under the policy, and that the settlement payment may have been characterized as uninsurable disgorgement or restitution damages.  
  • Goldberg Segalla attorneys represented an insurer under a private company D&O policy issued to a taxi company that was sued, in part, for  wage and hour violations. Although some of the claims against the taxi company would not constitute covered loss, the company demanded 100 percent advancement of defense costs.  We were able to engage the insured in pre-litigation mediation and resolve the dispute, achieving a beneficial allocation for the advancement of defense costs, and creating value for the insurer by avoiding costly coverage litigation.