2022 Directors & Officers Liability Insurance: Key Coverage Issues for Corporate Executives
SPACs, Pandemic-Related Lawsuits
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Corporate Law
- event Date
Thursday, September 8, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will provide counsel with the tools to review the issues with D&O insurance coverage in 2022 related to protecting directors and officers. The panel will discuss the recent increase in antitrust investigations of insurance companies by the U.S. Department of Justice, the potential liability related to activities of special-purpose acquisition companies (SPACs), and the direct and indirect liability directors and officers face regarding pandemic-related lawsuits.
With decades of experience in the industry, Mr. Isidro works with Woodruff Sawyer’s management liability team on policy interpretation and underwriter intent and counsels clients regarding their legal exposure, risk management, corporate governance, and policy coverage. He also tracks legal trends and drives state-of-the-art coverage solutions, leverages Account Executives on complex policy negotiations, guides reviews with coverage counsel, and assists with internal best practices around coverage reviews and client deliverables. Prior to joining Woodruff Sawyer, Mr. Isidro was the senior VP and associate general counsel of AIG property casualty, where he was responsible for the legal oversight of AIG Financial Lines’ management liability division.
Mr. Raptis has represented commercial policyholders in complex insurance disputes for more than 25 years. He emphasizes strategic and creative solutions for resolving disputed claims, including focused negotiations and mediation, to maximize recoveries for clients while seeking to minimize their costs. Through thorough claim analysis and advocacy, Mr. Raptis has helped policyholder clients successfully obtain reversals of scores of adverse coverage determinations without the need for litigation. But when necessary, he aggressively litigates coverage lawsuits in state and federal courts throughout the country.
After three years of the COVID-19 pandemic followed by the economic uncertainty and new executive regulators, the landscape for director and officer liability has changed. Corporate executives still face significant risks and D&O liability insurance is necessary protection, particularly related to certain issues.
D&O insurance policies are not written on a one-size-fits-all form and often are subject to negotiation. Even if insurance is acquired for a particular purpose, the policy may include language that limits coverage. Insured's counsel must ensure that the policy provides the sought for coverage and adjust for additional risks that arise due to changed circumstances or actions by the company.
Recent cases are instructive regarding areas where D&O insurance coverage might be subject to dispute. The rise in the use of SPAC IPOs will continue to give rise to claims. In 2020 and 2021 dozens of class action lawsuits were filed against companies suffering from COVID-19 outbreaks, companies financially or operationally impacted by the pandemic, and companies developing products or treatments in response to COVID-19. While direct lawsuits related to COVID-19 continue to be filed in 2022, director and officer lawsuits involving the secondary effects of COVID-19--such as supply chain disruptions caused by seaport backlogs, shortage of truck drivers, or otherwise--may become more prominent.
Under the Biden administration, there has been increased governmental scrutiny of anti-competitive behavior by insurance companies. In antitrust claims, the language of the criminal conduct exclusion--i.e., dishonest, fraudulent, malicious, and criminal acts--should be reviewed to determine whether its application requires a final adjudication exhausted by appeal or only "in fact" confirmation of such conduct.
Listen as our authoritative panel examines common provisions and exclusions of D&O insurance policies as well as the provisions that are often heavily negotiated. The panel will discuss lessons from recent cases regarding coverage disputes and potential pitfalls when reviewing and negotiating D&O policies.
- Reviewing and negotiating D&O insurance policies
- Coverages and exclusions
- Policy limits
- Coverage extensions
- Policy terms
- Issues for 2022
- SPACs
- Pandemic-related lawsuits
- Antitrust investigations
- Lessons from recent decisions regarding disputed coverage
- Best practices
The panel will review these and other key issues:
- Which sections of a D&O policy should counsel always review?
- How can D&O policies be tailored to address claims against SPAC IPOs?
- What lessons have been learned from coverage claims in pandemic-related lawsuits?
- What do recent cases show about the interpretation of D&O coverages and exclusions?
