Directors & Officers Liability
Protects the people making the calls at your company when a decision gets challenged after the fact.
This is an estimate, not a bound policy — a licensed VAB producer confirms final terms before coverage starts. Sgt. Savings can answer questions but can't quote, bind, or guarantee coverage.
Running a business means making calls that look obvious in hindsight and much murkier in the moment — who to hire, how to raise capital, when to sell, how to handle a downturn. Directors & Officers Liability protects your leadership's personal assets when one of those decisions gets challenged in a lawsuit, whether it comes from an investor, a competitor, a regulator, or someone inside the company. For a nonprofit board's version of this same protection, see Board & Executive Liability.
Who This Is Really For
The ideal buyer.
Think of a founder or CEO of a growing private company who is either raising an outside funding round, bringing on independent board members, or heading into a sale or merger — exactly the moments when D&O claims spike and outside investors or board candidates start asking whether coverage is in place before they'll sign on. They've often assumed, incorrectly, that D&O is only a public-company concern, until an investor's due diligence checklist or a prospective board member's own advisor raises it directly. What sends them looking for Directors & Officers Liability specifically is realizing that a disputed strategic decision, a hiring dispute, or a shareholder disagreement can name individual leaders personally, and that their personal assets — not just the company's — are what's actually exposed while a claim like that is being litigated.
- Any company with a board of directors or corporate officers making governance and strategic decisions
- Businesses raising outside capital, where investor expectations create a new source of potential claims
- Companies going through a sale, merger, restructuring, or leadership transition — exactly when D&O claims spike
- Growing businesses adding outside directors or advisors who won't join a board without this protection in place
What It Covers
Coverage, broken down.
Individual Protection (Side A)
Covers directors and officers personally for claims the company can't or doesn't indemnify them for — the layer that protects their own assets directly.
Company Reimbursement (Side B)
Reimburses the company when it does indemnify its directors and officers for a covered claim, protecting the company's own balance sheet.
Entity Coverage (Side C)
Covers claims made against the company itself alongside its leadership, so the entity isn't left defending the same claim uninsured.
Illustrative Scenario — How This Coverage Responds
Illustrative scenario — a disputed leadership decision
A company's board approves a strategic pivot that a minority shareholder later argues was mishandled, and a lawsuit follows naming the individual directors personally. Defending that claim — regardless of how it ultimately resolves — costs real legal fees and puts the named directors' personal assets on the line while it's pending. Directors & Officers Liability coverage responds to defense costs and covered damages tied to that kind of claim against the company's leadership, rather than leaving individual board members to cover it themselves.
Illustrative example for education only — not a claim outcome or a promise of payment. Every claim depends on the actual policy issued and its terms.
More Than One Way In
More scenarios.
Real coverage doesn't fit one story. Here's who else this shows up for.
The outside investor's due diligence checklist
Suppose a private company closing a funding round gets a due diligence checklist from the lead investor that specifically asks whether D&O coverage is in place before the round closes. Having the policy already in place lets the deal move forward without a scramble to bind coverage under deal-closing time pressure.
The board candidate who won't join without it
Imagine a growing company trying to recruit an experienced outside director to its board, and that candidate's own advisor tells them not to join any board without D&O coverage confirmed first. Once the company can show the policy is in place, the recruiting conversation moves forward instead of stalling on a condition the company hadn't anticipated.
The leadership transition during a sale
Picture a company heading into an acquisition where the outgoing leadership team is concerned about being named personally in a post-sale dispute over how a decision was handled before the deal closed. Because D&O claims often surface around exactly this kind of transition, having coverage in place before the sale process starts — not scrambled together during it — is what actually protects the individuals involved.
Know The Gaps
What this doesn't cover.
Every policy has limits. Knowing them before you buy is how you avoid a denied claim later.
Dishonest or criminal acts, once finally established
Coverage responds while allegations are being litigated, but a director or officer whose dishonest or criminal conduct is finally adjudicated loses coverage for that conduct specifically — it doesn't protect deliberate wrongdoing.
Bodily injury or property damage claims
This is a management-decisions policy, not a general liability policy — physical injury and property damage claims belong under general liability coverage instead.
Claims known about before the policy started
Like most claims-made coverage, a situation already brewing before the policy incepted generally isn't covered — get this in place before a dispute is on the horizon, not after.
Behind The Quote
What goes into the decision.
What actually moves your price and your approval — no black box.
Whether claims-made timing lines up with the business's actual risk moments
Because this is claims-made coverage, a situation already brewing before the policy started generally isn't covered — so the timing of getting coverage in place relative to a funding round, sale, or leadership change is itself a real decisioning factor, not just a formality.
Company stage and transaction activity
A company raising capital, going through a sale or merger, or adding outside directors carries a materially different D&O exposure than a stable, privately-held company with no near-term transaction activity — underwriting weighs what's actually coming up for the business, not just its current size.
How the three sides of coverage are structured
Individual protection, company reimbursement, and entity coverage each respond to different situations — a company should think through whether it needs all three sides at meaningful limits, not just assume one blanket number covers every scenario.
Board composition and governance maturity
A company adding independent directors or advisors who expect coverage as a condition of joining has a different underwriting conversation than a founder-only board — who's actually exposed shapes how the policy gets structured.
Let's get you covered.
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Availability
Available to businesses of most sizes, with coverage scaled to the company's exposure. Larger coverage needs may be placed through a broader market — ask your advisor about the right amount for your company.
Questions, answered straight
No jargon on directors & officers liability — just what you're actually asking.
Yes — D&O claims aren't limited to public companies. Employees, investors, competitors, customers, and regulators can all bring claims against a private company's leadership, and many outside investors and board candidates will ask whether it's in place before they'll get involved.
General liability covers third-party bodily injury and property damage. D&O covers claims about how the company is managed and governed — decisions, disclosures, and duties owed to shareholders, employees, and other stakeholders. Most companies need both; they cover different exposures entirely.
Both, through different parts of the same policy — one part protects directors and officers personally, another reimburses the company when it indemnifies them, and a third can cover claims against the entity itself alongside its leadership.
Around a sale, merger, funding round, or leadership change — exactly when scrutiny of past decisions rises and claims most often surface. Getting coverage in place before that kind of transition, not during it, is what actually protects you.
Beyond This Coverage
What people in your situation also need.
Business Banking
Companies formalizing governance protection with D&O coverage are often the same companies formalizing their banking relationship ahead of a raise or transaction.
ExploreLegacy & Estate Planning
D&O protects a director's personal assets from a business-decision claim, which pairs naturally with planning that protects those same personal assets more broadly.
ExploreRelated Coverage
Coverage people pair with this.
Board & Executive Liability
Protection for the people who make the calls at the top — directors, officers, trustees, and volunteers.
Learn moreEmployment Practices Liability
Coverage for the claims that come from how you hire, manage, and let people go.
Learn moreFiduciary Liability
Personal protection for whoever administers your organization's retirement or benefit plan.
Learn moreReady to talk it through?
Get a quote in minutes, or ask Sgt. Savings a straight question first — no pressure, no runaround.
Insurance products described on this page are marketed by The Veteran Alliance, a licensed insurance producer, and underwritten by one or more separately licensed insurance companies, which may include Corgi Insurance Company and its affiliates. The insurer that actually underwrites your policy, its licensing status in your state, and any state-required notices will be identified in your quote and policy documents. Coverage, limits, eligibility, and pricing are determined by the underwriting insurer, may vary by state, and may change. Nothing on this page is a quote, an offer of insurance, a binder, or a guarantee of coverage — coverage takes effect only when a policy is issued.