D and O Insurance

D&O Insurance (Directors and Officers Liability Insurance) provides liability coverage for board directors and corporate officers against claims arising from corporate-role decisions. It protects personal assets against lawsuits alleging breach of fiduciary duty, misrepresentation, financial mismanagement, or similar claims, and is typically purchased by the company on behalf of its directors and officers rather than by individuals. It becomes increasingly important as companies grow and attract more litigation exposure, and it's the insurance product that makes serving as a director or officer of a company economically feasible.

The coverage:

What's covered:

• Defense costs against lawsuits.
• Settlement payments.
• Judgments (within policy limits).
• Investigation costs (sometimes).

Who's covered:

• Board directors.
• Corporate officers (C-suite executives).
• Sometimes employees with policy-making authority.

Common claim types:

• Breach of fiduciary duty allegations.
• Securities law violations.
• Mismanagement claims.
• Employment practice claims.
• Cyber/data breach claims (with appropriate riders).

Policy structure:

• Side A: covers individual directors and officers when company can't indemnify them.
• Side B: reimburses company for indemnifying directors and officers.
• Side C: covers the company itself in securities claims.

When companies need D&O insurance:

At venture financing: investors often require D&O insurance as condition of board service.

At Series A typically: companies start D&O coverage at meaningful institutional financing.

Required for board recruitment: serious board candidates require D&O coverage.

Pre-IPO: significantly enhanced coverage required.

Public company: D&O is essential and significantly more expensive.

Coverage levels and costs:

Early-stage (Series A-B): $1M-$5M coverage; $10K-$50K annual premium.

Growth stage (Series C+): $10M-$50M coverage; $50K-$200K annual premium.

Pre-IPO: $50M-$100M+ coverage; significantly more expensive.

Public company: tens of millions in coverage; hundreds of thousands in premium.

Why D&O matters:

Director recruitment: serious independents won't serve without D&O.

Investor protection: investors want their representatives protected.

Officer protection: senior executives need protection from claims.

Company protection: securities claims (Side C) protect company assets.

What founders get wrong: Delaying D&O coverage too long, then struggling to recruit independent directors or facing personal exposure when claims arise. The right discipline: D&O at Series A institutional financing; appropriate coverage as company grows; annual review.

Related: Board of Directors · Fiduciary Duty · Officers · Indemnification Clause · Employment Agreement

FAQ

What is D&O insurance?
Directors and Officers Liability Insurance: provides liability coverage for board directors and corporate officers against claims arising from decisions made in their corporate roles. Typically purchased by company on behalf of directors and officers.

When does a startup need D&O insurance?
Typically at Series A institutional financing (investors often require it as condition of board service). Required for serious independent board recruitment. Coverage scales with company stage; pre-IPO requires significantly enhanced coverage.

What does D&O insurance cover?
Defense costs against lawsuits, settlement payments, judgments (within limits), and investigation costs. Common claims: breach of fiduciary duty, securities violations, mismanagement, employment practice claims, cyber/data breach (with riders).