Primary scope of coverage

No presumptive indemnification (coverage applies without any deductible if the entity rightly or wrongly refuses, or is financially unable, to indemnify)

If an excess policy, there is full Difference in Conditions Coverage if underlying insurance rescinds coverage, wrongfully refuses to cover the loss, is financially unable to pay the loss, is not liable for the loss, or is subject to an automatic bankruptcy stay

Broad definition of "claim" includes oral or written demands, civil and criminal proceedings, arbitrations, and administrative and regulatory proceedings and investigations

Broad definition of "claim" also includes formal and informal interviews of insured persons by any governmental or self-regulatory authority

Broad definition of “entity” includes 501(c)(3) entities sponsored exclusively by the entity and foundations, charitable trusts, or political action committees the entity controls

Broad definition of “insured person” includes:
  • Directors, officers, in-house general counsel, and managers of LLCs (and functional equivalents outside of the U.S.)
  • Employees, when named as co-defendants with a director or officer
  • An extension of coverage to spouses and domestic partners of insured persons

Blanket Nonprofit Outside Position Coverage and scheduled coverage of For-Profit Outside Position Coverage

Broad definition of “wrongful act” includes service or status as fiduciaries of employee benefit plan sponsored solely by the insured entity

Broad definition of “loss” expressly includes:
  • Punitive, exemplary, and multiple damages when insurable under the applicable law most favorable to the insured
  • Loss from claims under Section 11 and 12 of the Securities Act of 1933
  • Penalties under the Foreign Corrupt Practices Act
No express exclusions concerning:
  • Employee Retirement Income Security Act
  • Pollution
  • Defamation or invasion of privacy
  • Failure to maintain insurance
  • Section 16(b) of the Securities Exchange Act of 1934
Narrow bodily injury/property damage exclusion:
  • Not applicable to emotional distress
  • Not applicable to pollution claims, provided that coverage is excess of general liability or environmental liability policies
Narrow personal profit exclusion:
  • Applies only if illegal personal profit established by final judgment or is repaid to entity
  • Not applicable to loss from claims under Section 11 and 12 of the Securities Act of 1933
  • Not applicable to defense costs
Narrow deliberate crime or fraud exclusion:
  • Applies only if deliberate crime or fraud established by final judgment in any proceeding
  • Not applicable to defense costs
Narrow insured vs. insured exclusion:
  • Applies only to claims by or on behalf of the entity if at least two current executive officers approve or assist in the claim
  • Not applicable to claims by or on behalf of insured persons
  • Not applicable to claims outside of the U.S. or Canada
  • Not applicable after named insured has change of control or files bankruptcy
  • Not applicable to claims by a bankruptcy trustee, etc.
  • Not applicable to defense costs

Mandatory advancement of defense fees and expenses

Liberal notice provisions:
  • Notice of claim as soon as practicable, not later than 90 days after the end of the policy period
  • Notice of circumstances is permitted during the discovery period

Automatic five-year Run-Off Coverage after named insured acquired, at no additional premium

No panel counsel


Broad Subsidiary Acquisition/Creation Coverage:
  • Coverage automatic for newly acquired subsidiaries unless assets exceed 20% of entity's assets
  • 90-day automatic coverage for subsidiaries that exceed 20% of reporting threshold

Noncancelable by insured or insurer except for nonpayment, upon 20 days' notice

Mandatory coverage arbitration, available only at insured's request


Excess scope of coverage

Follows primary policy, but no broader than the most restrictive underlying insurance policy

No exclusions

Policy will not drop down due to exhaustion of sublimit, but policy will recognize payment of sublimit

Follows the underlying policy, designated as "Followed Policy," for key terms such as:
  • Cancellation
  • Discovery period
  • Notice of claims

Short policy form - only two pages in length

Need to file a claim?
24/7 claims reporting is available at 1-888-275-7992 or

Online resources