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
- Any person elected or appointed a nonemployee director
- An extension of coverage to spouses and domestic partners of independent directors
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
- 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
- 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
- Not applicable to emotional distress
- Not applicable to pollution claims, provided that coverage is excess of general liability or environmental liability policies
- 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
- Applies only if deliberate crime or fraud established by final judgment in any proceeding
- Not applicable to defense costs
- 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
- 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
Nonrescindable
- 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
