Public companies, regardless of size, nature of business, or stock exchange, face claims from shareholders, competitors, customers, suppliers, creditors, and government entities.
To help safeguard against such claims, Great American offers a Public Solution Policy. With $25 million in available capacity on a primary or excess basis, we can customize a policy to fit the differing needs of public companies.
Why Your Company Needs D&O Coverage: Claims Scenarios
Public Company D&O Claim Examples
A group of a shareholders filed a class-action lawsuit against the company and its board of directors alleging the defendants made materially false and misleading statements and failed to disclose materially adverse facts regarding the company’s business in violation of the Securities Exchange Act. The defendants filed a motion to dismiss the lawsuit, which was granted by the court. However, the defendants incurred approximately $700,000 in defense costs.
Take a look at some more recent D&O claim examples.
We have experience in underwriting a wide variety of life cycle exposures, including the following:
- Secondary Offerings
- Form 10 Registrations
- Mergers & Acquisitions
- Reverse Mergers
- Spin Offs
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Policy Highlights include:
- Broad definition of ‘Claim’ includes civil, criminal, administrative, arbitration and regulatory proceedings and investigations commencing with the receipt of a subpoena, Wells Notice or target letter, and requests to toll or waive the statute of limitations
- Broad definition of ‘Securities Claim’ includes civil lawsuits or criminal proceedings brought by the Securities and Exchange Commission and Company co-defendant language for administrative or regulatory proceedings during the time that the proceeding is continuously maintained against an Insured Person.
- Broad definition of ‘Loss’ includes Costs of Defense, settlements and judgments, punitive damages, pre- and post-judgment interest, non-indemnifiable and Costs of Defense carve outs for ‘bump up’ claims, and Section 11 and 12 of the ’33 Act language
- Carve outs to the Insured v. Insured Exclusion include whistleblower language, Claims brought by 3+ year former Directors or Officers, Claims brought by a receiver, liquidator, trustee, examiner or creditors’ committee in the event of Financial Insolvency, Claims brought and maintained in foreign jurisdictions
- Insuring Agreement I. A. and Securities Claim carve outs to the Pollution Exclusion
- Full Severability of the exclusions for Insured Persons with only facts pertaining to or conduct of a past, present or future CEO or CFO of the Corporation imputing to the Insured Entity.
- Full Severability of the Proposal Form for Insured Persons, with only the signor of the Proposal Form, CEO and CFO imputing to the Entity under Insuring Agreement I.C, and coverage provided under Insuring Agreement I.A. is non-rescindable
- SEC documents are limited to the last twelve months plus the most recent Form 10-K and annual report
- Conditional 90 day advancement of Costs of Defense
- 90 day post policy reporting period for Claims
- Order of Payments Provision
- Coverage provided under the Policy shall apply worldwide