Public Company D&O (Directors & Officers)
Serving on the board of a public company is challenging. Decisions need to be made intelligently and in consideration of shareholder interests and regulatory compliance. Even for companies operating entirely within their legal and regulatory framework, in accordance with best practices, it can feel as though litigation is always lingering, often because it is. With each new landmark ruling such as Cyan, Haliburton and Omnicare, that legal landscape shifts, as new doors for litigation are open. Combine that shifting landscape with litigation trends, regulatory initiatives such as “the Yates memo”, the SEC pursuing more actions through ALJ’s (administrative law judges), cyber related follow-up derivative claims, and litigation financing - and an already dynamic environment becomes increasingly complex. With directors and officers personal assets at stake, this can be unsettling. And claims asserted against the c-suite don’t require teeth to cause damage – even seemingly frivolous accusations can be costly, time consuming and brand damaging. For public companies interested in a deeper risk assessment, we recently published a guide which can be located here.
The solution, as most public company director and officers are already aware, is multi-faceted, including strong corporate governance and internal controls, well drafted bylaws & indemnification agreements and carefully tailored D&O insurance to protect 1) the officers for non-indemnifiable losses, 2) the company’s balance sheet (for indemnifiable losses) and 3) the entity itself.
As a relationship driven brokerage focusing on D&O, GB&A is particularly well aligned to meet the liability needs of micro-cap and nano-cap public companies including those trading OTC and pre-IPO. While our passion for executive liability helps us address current risk trends and emerging exposures - our deep knowledge helps us tailor our clients' D&O programs to best respond those risks. Some of the services we provide include:
- Program alanysis, comparison and coordination
- Market reach and carrier saturation
- Negotation of coverage terms, clauses and verbiage
- Benchmarking and analytics for limit and coverage appropriateness