The Sarbanes-Oxley Act and the Rules promulgated by the SEC have cast a significantly higher level of responsibility on a corporationís board, audit committee, and its directors and officers. One critical area often overlooked is how the corporationís directors & officers Liability coverage is affected by the changes instituted by the corporation and the board to comply with Sarbanes-Oxley and the new SEC rules. In amending the corporationís by-laws, instituting procedures and controls and implementing them, care has to be exercised to ensure that these are congruent with the conditions of the corporationís D & O Liability Policies. Our well-qualified and experienced professional staff, with expertise in the area of directors & officers liability risk management and insurance, can be invaluable to you and to your counsel, in offering advice and support on how coverage for the corporation and its directors and officers has been changed in response to these proposed changes.
ICAís Risk Assessment Service for Directors and Officers includes the following:
- Reviewing the Clientís bylaws as they relate to indemnification of directors & officers.
- Reviewing individual indemnification agreements with directors & officers - a specimen form if a standard format is used, or each indemnification agreement individually if they are not on a standard format.
- Reviewing the applicable stateís laws relating to indemnification, punitive damages, etc., relative to the bylaws and the indemnification agreements.
- Reviewing the Clientís directors & officers Liability policies and advising on inconsistencies between the policies and the bylaws/indemnification agreements.
- Reviewing Sarbanes-Oxley and SEC rules promulgated thereunder vis-a-vis the Clientís Directors & Officers Liability Policies and advising on potential scope and/or lack of insurance coverage for potential/probable causes of actions likely to arise from the implementation of the Act and the SEC rules.
- Advising on insurance coverages and alternatives available to address specific exposures and Issues such as independent directors, audit committee, Side A coverage, entity coverage, order of payments, specific policy exclusions, severability, restatement, etc.
- Providing benchmarks and other comparative information for the Clientís choice of Directors & Officers Liability Policy limits, retentions, combination of coverages and insurance companies.
- Advising the Client on developments in the directors & officers liability insurance marketplace, including newly evolving policy forms and endorsements, impact of ongoing SEC rule promulgation on directors & officers liability insurance coverage and other matters of concern (from a risk management and insurance perspective) to the Clientís directors and officers.
See our Complete List of Consulting Services.