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Common Law D&O Duties

The fiduciary duties of loyalty, obedience, and due care are the fundamental common law duties that directors and officers are expected to fulfill. In this discussion, one of several D&O videos, IRMI senior research analyst Bob Bregman discusses these duties with his colleague Sean Jordan, reviewing what exactly these three duties entail and explaining how breaches of these duties may expose directors and officers to potential legal liability.

 

Covered Acts

In this video, IRMI senior research analyst Bob Bregman speaks with his colleague Sean Jordan about the types of acts covered under a directors and officers liability insurance policy. Mr. Bregman discusses how errors in judgment can result in shareholder lawsuits against directors and officers, and he also provides various scenarios in which coverage for certain acts would not be available.

 

Covered Individuals and Organizations

IRMI senior research analyst Bob Bregman and his colleague Sean Jordan discuss the types of individuals who can be considered "directors" and "officers" and are thus covered under a directors and officers (D&O) policy form. Corporate entities themselves can also be covered to some extent, and this is another aspect of D&O policies that Mr. Bregman examines.

 

Insuring Agreements

In this video, IRMI senior research analyst Bob Bregman and his colleague Sean Jordan review three of the main insuring agreements found in directors and officers liability insurance policies. As Mr. Bregman discusses in greater detail, these insuring agreements can provide coverage not only for individual directors and officers but also for the corporate entity in certain scenarios.

 

Business Judgment Rule

In this video, IRMI senior research analyst Bob Bregman speaks with his colleague Sean Jordan about how the business judgment rule can be utilized as a defense when liability claims are brought against directors and officers. Mr. Jordan describes how effective deliberation and due diligence on the part of directors and officers, two key aspects of the business judgment rule, can help to promote an adequate decision-making process.