The Chubb Primary℠

ABOUT THIS COVERAGE

Westchester has enhanced its Directors & Officers and Fiduciary liability primary insurance offerings for public companies under its new The Chubb Primary^SM (TCP) policy form. These improvements are designed to help companies confronted with a range of management liability risks and reinforces Westchester's commitment to providing solutions that address a myriad of exposures that could potentially impact a company's bottom line.

Where the D&O offering has been designed to be highly customizable, the Fiduciary liability policy incorporates numerous sought-after policy terms and coverages, such as settlor and pre-claim investigation coverage, along with several other new-to-market features, that provides optimal coverage enhancements. Furthermore, TCP enables more customer flexibility and control in choosing how and when to use their coverage.

COVERAGE HIGHLIGHTS 

• 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.

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.