Management Liability
Center of Excellence

The primary purpose of D&O Liability is to protect the individual directors and officers, as well as the entity itself, from claims against some form of loss associated with perceived mismanagement. The typical D&O policy is often categorized into three coverage grants universally recognized as Coverage A, B, and C.
 
Coverage A protects the personal assets of the individual directors and officers by responding to claims made against them where the entity is unable to indemnify them (i.e., insolvency or derivative actions).
 
Coverage B reimburses a corporation for its loss where the entity indemnifies its directors and officers for claims against them. B-side coverage does not provide coverage for the corporation for its own liability.
 
Coverage C protects the corporate balance sheet for scenarios where the entity is named in the claim. For Public Companies, Coverage C is limited to Securities claims against the entity. For privately held companies and/or non-profits, Coverage C is often a more robust entity coverage.

The primary purpose of D&O Liability is to protect the individual directors and officers, as well as the entity itself, from claims against some form of loss associated with perceived mismanagement. The Baldwin Group’s Private D&O team specializes in serving various industry sectors, including:

Our services can be applied to: 
Traditional Insurance: Our team will send your draft S-1 to all viable insurance companies for their review. Following the initial review, a video conference call will be set up with the insurers and your SPAC or IPO team to pitch the investor deck, followed by terms and conditions negotiations. 
Captive Insurance: This captive provides traditional D&O insurance by pooling all SPAC deals together, with additional re-insurance provided by an AM Best A XII rated insurance company. If your policy has no losses, the company has the potential for a return in premium. 

This coverage protects directors, officers, employees, and/or the company against employment-related claims brought by employees and, in certain circumstances, specified third parties. It provides coverage for wrongful dismissals or failures to promote, discrimination, sexual harassment, and other violations of federal, state, or local laws brought by the company’s employees. 

Fiduciary insurance protects plan sponsors (employers) and plan fiduciaries (executives and employees designated to manage benefit plans) from claims that they have violated requirements laid out under ERISA. These claims allege mismanagement of plan assets or failure to follow ERISA rules when controlling or managing plan assets and paying plan benefits. 
Fiduciary liability policies cover the cost of defending sponsors and fiduciaries and indemnify them for monetary liabilities that result from a legal settlement or adverse judgment. 

Benchmarking your limits and premiums against your peers from a trusted objective source is a critical way to ensure both the entity and the individual directors and officers are properly protected. However, peer benchmarking is only half the battle. Understanding how claims have been settled for contemporary companies is the other half. This knowledge can help right-size your D&O program and potentially save hundreds of thousands in unnecessary premium costs. 

We’ll help navigate you through the process and ensure that your private company is fully prepared to become public. Whether you go via traditional S-1 filing or DeSPAC, our team will work with your timeline to help you create a comprehensive process of careful broker selection and meeting with underwriters. 

Cyber liability policies are modular in nature and cover exposures that arise from allegations of losses arising from a breach in network security. The most common claim addressed is the coverage for post-breach remediation costs including, but not limited to, legal fees, notification costs, credit monitoring, PR firms, forensics, and the creation of a call center. The fastest-growing claims scenario addressed by cyber in frequency and severity is cyber extortion (i.e., ransomware). Other extensions of coverage can include online media coverage (libel, slander, copyright, trademark, etc.), e-business interruption, and privacy violations (including notification costs and regulatory coverage). 

Presentations to the board of directors often include a detailed summary of the Directors & Officers coverage and any other coverages there may be interest in, as well as a detailed limits benchmarking analysis and a review of a state of the current insurance marketplace.