CODA Premier®

ABOUT THIS COVERAGE

Available to all companies - public, private, not-for-profit and financial institutions - this policy is structured to offer broad, comprehensive coverage that cannot be canceled or rescinded for any reason other tha non-payment of premium.

Coverage:

• Broad Difference-in-Conditions (DIC) drop-down coverage: the policy drops down on its own broad terms if the underlying insurer:
  • Wrongfully fails to indemnify
  • Fails to indemnify within 60 days after an insured's request
  • Is financially unable to pay
  • Threatens to rescind coverage
  • Is subject to a bankruptcy stay
• Broad definition of Insureds includes: directors and officers, management committee members, limited liability company managers, in-house general counsel, comptrollers, risk managers, functional equivalents of these positions in a foreign company, non-officer employees in a securities claim, and in any other type of claim while codefendant with D&Os
• Broad definition of Loss includes: extradition proceeding costs; exemplary, punitive and multiple damages where insurable, and most favorable jurisdiction governs insurability; and certain Foreign Corrupt Practices Act civil penalties. Precludes the assertion of uninsurability of violations of Section 11 or 12 of the Securities Act of 1933
• Broad definition of Claim includes: any investigation, extradition proceedings, and proceedings in which the insureds are deposed or must be interviewed by a regulatory or governmental authority
• Broad Outside Directorship Liability coverage includes: both for-profit (for senior executives) and not-for-profit companies
• Broad definition of Non-Indemnifiable Loss includes: failure by the Company to indemnify within 60 days after an Insured's request

Terms & Conditions:

• Policy many not be rescinded for any reason
• Consent by the insurer to defense counsel is not required
• Policy non-cancelable except for nonpayment of premium
• Notice of claim required only after in-house general counsel or risk manager of the insured company first learns of the claim; the insurer will not raise late notice objection unless materially prejudiced by the delay
• Protective bankruptcy provisions:
  • Policy intended to not be subject to automatic stay under bankruptcy law
  • Policy proceeds first applied toward pre-bankruptcy Wrongful Acts
    

Please send submissions to: prorisk@westchester.com

LIMITS

• Up to $25 million

CLIENT PROFILE

• Any type of public, private or not-for-profit institution

EXCLUSIONS

• Conduct exclusion is applicable to personal profit, remuneration, fraud and criminal acts:
  • Not applicable to defense costs or independent directors
  • Applies only if there is an underlying adjudication of excluded misconduct
  • Exclusion fully severable as to all insureds: any fact pertaining to one insured cannot be imputed to another for purposes of applying the exclusion
• No express exclusions for:
  • Insured versus insured
  • Prior notice
  • Bodily injury and property damage
  • ERISA
  • Section 16(b) of the Securities Exchange Act of 1934
  • Pollution
  • Prior litigation
  • Defamation of other personal injury