Directors and Officers Liability Insurance for Start-Ups and other Private Companies

    Venture capitalists invest millions of dollars into start-ups and small businesses hoping that they will take off and be the next Google or Facebook. From my understanding they look over the business proposals and the presentations and financials and hopefully do a lot of due diligence in selecting their investment companies. But, why don't they take a better look at the insurance?

    Directors and Officers Insurance
(D&O Insurance) is insurance important for both public and private companies. Public companies all need and have Directors and Officer Liability Insurance, but many private companies do not. But private companies are exposed to securities litigation when they have investors, including venture capital investors. Directors and Officers Liability Insurance is necessary to protect the personal assets of the officers when these claims happen. D&O Insurance covers the defense costs, settlements and judgments associated with these claims.

    If you are a start up firm looking for insurance, and hopefully you are talking to Andrew Cohn at ALC Risk Solutions, your agent should be asking you if you have or are looking for investors. You are out there every day and night working on your business and trying to sell it. You sell it to potential investors, you sell it to potential clients, you sell it to the media, you sell it to whoever is in the elevator with you at that moment. Doing all this selling you might slip up, or you may have an investor that perceives something different from what you are doing.

    If you are a venture capitalist, requiring directors and officers liability insurance is a no-brainer. Some venture capitalists just give the money, and for you, if you have a problem with the management of the company, you have a wallet to sue in the insurance company. Think about it, if these start-ups had real money, they wouldn't be coming to you for a $100,000 investment. If they mismanage the company, and it goes under, you're out your capital. With the insurance you can try to file suit.

    Other venture capitalists invest money, and also make sure that they are named a director or officer of the corporation. Now this is the really tricky spot. You invest $100,000 in Company XYZ and are put on the board of directors. Company XYZ gets other investors and eventually they mismanage the venture into the ground and everyone is upset. XYZ never had money and now has less. But you, the venture capitalist, one of the directors of the XYZ Company does have money, has money to lose. Require the coverage.

    Here's the final reason to get Directors and Officers Insurance, it's relatively cheap. It really isn't very expensive for the coverage it is providing. As a small to midsized private company you really present a much lower risk in the insurance company's eyes compared to the publicly traded corporations they normally deal with. So if you're a venture capitalist giving hundreds of thousands and possibly millions of dollars to new ventures, require that they spend some of that money on their Directors and Officers Liability Insurance, and recommend that they speak to Andrew Cohn at ALC Risk Solutions.

    Lastly, not all D&O policies are created the same. You need an expert like Andrew Cohn atALC Risk Solutiont to read over the definition of "insured", does it include all past and future directors, officers, international functional equivalents, members of a board of manager, employees, and advisory committees. Make sure it has Spousal and Domestic Partner Liability. Why? A lot of new ventures are started with one spouse working a "real job" and the other playing with their new venture company. Make sure the "real worker" is protected financially as well. Make sure coverage is worldwide, if you're a local entity that has no plans to branch out, they maybe this isn't a factor, but in the age of globalization most companies are now global, and it doesn't cost more for your insurance to be. You should also review the "insured vs. insured" exclusion language. Is your policy a "duty to defend" or "defense reimbursement"? Can you afford to front the bill and be reimbursed? There are a whole lot of clauses, terms and conditions to be mindful of. You really need to deal with an expert like Andrew Cohn at ALC Risk Solutions