The D&O training hub/D&O Insurance Coverage Fundamentals Masterclass

  • €75

D&O Insurance Coverage Fundamentals Masterclass

  • Course
  • 23 Lessons

In this on-line masterclass, Ed Smerdon from Cover Matters, who is one of the most renewed and leading experts on D&O insurance coverage will teach the fundamental aspects of the D&O insurance policy from a practitioners perspective. This masterclass is aimed to D&O Insurance practitioners from all level of experience and knowledge.

Contents

Full Presentation D&O Insurance Coverage Fundamentals

Agenda and Introduction

On this session Ed Smerdon, our instruction for this class, will take us over the main points of that he will cover in this masterclass.

He stressed the importance of both coverage and claims. And as you will as as you progress, he spends significant time on the claims aspect of the policy. What are the typical type of claims and how they interact with the different sections of the policy. 

Ed also will explain the concept of the indemnification of directors, which is fundamental to understand the difference between Side A and Side B of the cover, and also the applicability of some of the extensions.

Finally Ed clarifies that some aspect of the cover will vary in different jurisdictions. But his presentation is essentially the London view of how the product. And it's not a substitute, obviously, for reading the policy and seeking advice.


Video: Agenda and Introduction
Slides: Agenda and Introduction

Module 1: A brief history of D&O insurance

In this module, the following points will be covered:
  • The D&O policy as an insurance product that has followed development of NEED
  •  Created in London in 1930’s after the Wall Street Crash of 1929 and aimed for US risks.
  • Initially covered Directors only (no-indemnifiable losses)
  • Later, Company Reimbursement provided separately
  • “Side A and Side B” provided together in 1970’s
  • “Side A only” reborn in 1980’s with CODA (Corporate Officers and Directors Assurance)
  • Securities Entity Coverage (“Side C”) added in 1990’s
Video Module 1: A brief history of D&O insurance
Slides Module 1: A brief history of D&O insurance

Module 2: Structure of the D&O policy

In this module you will learn about the sections that you will typically find in a D&O Insurance policy. The sections covered are: 
  • Insuring Clauses 
  • Extensions
  • Exclusions
  • Limit & Excess
  • General Conditions
  • Claims Conditions
  • Definitions
Video Module 2: Structure of D&O policy
Slides Module 2: Structure of D&O policy

Modulo 3: Insuring Clauses: Who and what is typically covered?

In this module you will learn what are the main insuring clauses of the D&O policy. In order words, you will learn what the D&O policy covers and who it covers.

The lesson will cover the following covers of the D&O policy:
  • D&O covers claims made during the policy period
  • Side A: Directors & Officers
  • Side B: Company where indemnifies
  • Side C: Company for securities claims

In addition, in this lesson you will learn about the main definitions of the policy, and how those impact the scope of cover of the D&O policy:
  • Key Definitions: 
  • Insured Person 
  • Claim (inc Securities Claim)
  • Wrongful Act
  • Investigation
  • Loss
 
Video Module 3: Insuring Clauses: Who and what is typically covered?
Slides Module 3: Insuring Clauses: Who and what is typically covered?

Module 4: D&O Claims

The D&O insurance policy is all about covering claims. In this section, you will learn about some of the largest and most important D&O claims in history and what were the underlying causes. 

In this lesson we will explain to you the most common types of D&O claims and how they relate to the insurance cover clauses and extensions. 
  • Claims by / on behalf of the Company
  • Derivative claims
  • “New board v Old board”
  • Supervisory board v Managing board
  • Insolvency
  • Securities claims
  • Shareholder claims
  • Employment practice claims
  • Regulatory claims
  • •Criminal claims
  
Video Module 4: D&O Claims
Slide Module 4: D&O Claims

Module 5: Common coverage extensions

In this module you will learn about the most common coverage extension of the D&O policy:
  • Pre-Investigations
  • Outside Board
  • Retired Directors
  • NED Special Excess
  • Discovery Period (or ERP)
  • Fines & Penalties?
Video Module 5: Common coverage extensions
Slide Module 5: Common coverage extensions

Module 6: Not Covered: The main exclusions

In this lesson you will learn about the main exclusion of the D&O policy. Basically these are the situation which insurers do not want to provide cover:
  • Bad Conduct
  • Pre-existing Matters
  • US Company Claims
  • Things covered under other Policies
  • Bodily injury/property damage
  • Pollution liability
  • Professional liability
  • Cyber
  • Insolvency
 

Video Module 6: Not Covered: The main exclusions
Slides Module 6: Not Covered_the main exclusions

Module 7: Policy mechanics: Key conditions

In this module you will learn about the clauses that define how the policy works. These clauses lead the insurers to having a much bigger exposure than they thought, or it can lead the insured to have much less cover than they thought. These clauses will help have a good understanding of the limits of the cover and how it works. The points that will be covered in the lesson are:
  • Limits & Sub-limits
  • Excess / Retention
  • Events that affect the cover:
    • Takeovers
    • Acquisitions
    • Disposals
    • Offerings
    • Insolvency
  • International programme clauses
  • Disclosure, severability, disputes
Video Module 7: Policy mechanics: Key conditions
Slides Module 7: Policy Mechanics_Key Conditions

Module 8: Claims: Key conditions

The D&O policy is all about covering claims. But any D&O insurance policy will provide a set of requirements that need to be met in order for insureds to get the cover. This is what this is module is about. The main clauses that will be explained in the module are:
  • Notice
  • Co-operation
  • Consent
  • Allocation
  • Series
  • Other Insurance (Outside Board)
D&O Fun_Module 8_Key conditions for claims coverage
Slides Module 8: Claims Key Conditions

Module 9: Indemnification

In this module you will learn about the concept of indemnification, how it impacts coverage for directors, and the implications for the D&O insurance clauses 

The points that will be covered in the module are:
  • What is Indemnification?
  • Permissibility varies country to country
  • Interaction with D&O.  Where company:
    • Does NOT indemnify = Side A cover
    • DOES indemnify = Side B cover (with Excess)
    • COULD indemnify (but doesn’t) = Side A cover … with Side B Excess
  • “Non-indemnifiable Loss” determines when:
    • Side B Excess applies
    • Certain extensions apply
    • Certain exclusions do not apply
Video Module 9: Indemnification
Slides Module 9: Indemnification

Module 10: Recommendations and wrap-up

In this module you will learn the premium isn't the only part of the policy that's important. It is also important to look at the terms of the coverage as well and make a health check of the different sections of the D&O policy.
Module 10: Recommendation and Wraup-up
Slides Module 10: Recommendations and Wrap-up