The Chubb Primary℠ Directors and Officers and Entity Liability Insurance

The Chubb Primary Directors and Officers (D&O) and Entity Securities Liability Insurance was first introduced in 2012 as a modern, concise D&O liability insurance policy for publicly traded companies. This coverage has been rewritten, forged by the strength of our legacy brands to deliver coverage our insureds expect. The policy’s durable architecture is supplemented by a broad suite of policy endorsements, so you and your broker can easily tailor coverage that is fit for your company.

Coverage Highlights

Coverage

• Interview Coverage — We cover Interview costs incurred by Insured Persons when contacted by an Enforcement Unit with respect to a potential investigation by an Enforcement Unit. This is separate and distinct from Claim coverage and requires no Wrongful Act.
• Liberal Claim Reporting and Notice — If your company renews its policy with us, it has up to 180 days after expiration of the policy to report a Claim, compared to the 60-day industry standard. Further, if your company does not satisfy the 180-day requirement and demonstrates it was not reasonably possible to provide notice within 180 days, we may waive this time period.
• Relaxed Defense and Settlement — Your company does not need our permission to settle a Claim within the retention. The policy also allows for the consideration of Defense Costs incurred up to 90 days prior to reporting a Claim.
• Conduct Exclusion – Our policy has final, non-appealable conduct wording for fraud and illegal profit.
• No Pollution Exclusion.
• Entity vs. Insured Exclusion – Our policy narrows the traditional Insured vs. Insured exclusion to a more focused entity vs. Insured exclusion.
• Revolutionary Approach to Presumptive Indemnification — The Chubb PrimarySM Directors and Officers and Entity Securities Liability Insurance eliminated the traditional “presumptive indemnification” clause, removing the potential for Insured Persons to be held accountable for significant retention amounts. In effect, only organizations can incur retentions, not individuals.

What’s New?

Companies continue to require customized protection, so we designed The Chubb Primary SM D&O and Entity Securities Liability Insurance to be flexible. The policy’s durable architecture is supplemented by a broad suite of policy endorsements.

New Coverage Additions

• Tolling and Waiving – Our policy includes Defense Costs for a written request to toll or waive a statute of limitations applicable to a potential Claim.
  
• Entity v. Insured Exclusion – Our policy expands carve backs to include SOX Section 304(a) and Dodd-Frank Section 954, and broadens the Financial Impairment carve back.
• Inquiry Reporting – If your company elects not to report an Inquiry, subsequent Matters that are Related will not be subject to late notice due to the unreported Inquiry. This affords your company greater flexibility to manage the reporting of Inquiries. Additionally, we now allow your company the opportunity to demonstrate it was not reasonably possible to report an Inquiry in the allotted time.
• Advancement of Defense Costs — Under our policy, we advance Defense Costs promptly on a current basis, but no later than 60 days after we receive documentation.
• Subrogation – We will not subrogate against Insured Persons. Additionally, amounts recovered will be restored to the Limit of Liability.
• Extended Reporting Period – The Extended Reporting Period now includes Inquiries.
• Cancellation – The Insured has the unilateral right to cancel the policy on a pro-rata basis.
• Severability of the Application – Our policy has been simplified and enhanced by removing exclusionary references. Knowledge of an Organization or an Insured Person will not be imputed to any Insured Person. Only the knowledge of the CEO or CFO will be imputed to the Organization.

Optional Coverage Features

• Our Global Program Solution endorsement is available to customers with unique international exposures. When locally admitted policies are purchased, the Global Program Solution provides, where permissible by law, a global tie-in of limits and global liberalization of terms and conditions.
• For our customers who purchase both The Chubb Primary D&O and Entity Securities Liability Insurance and CODA Premier ® , the Side A PLUS endorsement is available to be added to The Chubb Primary D&O and Entity Securities Liability Insurance.
• If a non-IPO Insured selects one of our Preferred Securities Panel firms to defend a Securities Claim, we will provide a 25% reduction in your policy’s Securities Claim retention, up to a maximum of $500,000, when your policy includes Chubb’s Preferred Securities Panel endorsement.

Management Liability Insights

Chubb strongly encourages loss prevention through education. We have created proprietary loss prevention materials to help your company, executives and board members to mitigate risk.