D&O Insurance and Indemnification
2015.Jun.02 Sample Indemnification Agreements. Here are a few links to sample indemnification agreements. They come from SEC Form 8-K disclosures by U.S. public companies that recently announced their approval of such agreements:
2015.May D&O Coverage Amounts - Survey Data. Below are two links that provide useful information. The text quoted below from a 2012 Business Insurance article indicates a 4-to-1 ratio of coverage between public and private companies. That spread has widened in recent years due to escalating public company risks. For making comparisons, the Advisen report provides private company data, broken down by industry and company revenues (see page 10 of the Advisen survey).
2013.Aug U.S. Private Company and Not-for-Profit Survey. A wealth of information, including excellent charts, is available in this 37-page Advisen/AIG survey.2013.July.15 D&O Insurance and Indemnification Memo for Public Companies. This Gibson Dunn memo identifies 11 points to consider.
2013 D&O Insurance Survey - Towers Watson. See this 2012 survey for findings (quoted here from TW's release) such as --
2012.Dec.31 Advancement of Legal Fees Denied - Delaware Decision Provides Healthy Reminder. In Miller v Palladium Industries, the DE Chancery Court decision begins by recognizing that Delaware law both authorizes the mandatory advancement of defense costs, and favors indemnification and advancement in order to attract qualified directors. Unfortunately for the director seeking an advancement from Palladium Industries, its Bylaws did not provide him with an unconditional right to the advancement, but instead reserved power to the board of directors to deny that in a specific case. While that corporate discretion is often sensible, the litigation should remind corporate boards to assure that their indemnification rights, as well as D&O liability insurance, do not carry unexpected carve-outs or surprises. For a checklist of items to consider, just email Mark.
2012.Mar.11 D&O Survey - Coverage Trends. The Business Insurance article titled "Directors and Officers Buyers Increase Coverage Limits" reports public vs. private company data on relative D&O insurance coverage (with results drawn from the Towers Watson survey noted below). The article states, for example --
2012.Jan D&O Survey - Global Trends. This 13-page survey focused on UK public companies provides helpful though general information and survey data, such as -- "67% worry whether their D&O policy will be able to respond in all jurisdictions."
2011.Dec D&O Insurance After Dodd-Frank. This article provides detailed information about policy terms (other than coverage levels) to review concerning the adequacy of D&O coverage for financial institutions and other companies.
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