Running a startup means making high-stakes decisions with incomplete information — fundraising, equity allocation, hiring, spending, pivoting. D&O insurance protects the individuals who make those decisions — your directors and officers — from personal financial liability when someone claims those decisions were wrong. Investors, co-founders, regulators, and others can and do sue the people in charge. This policy makes sure your leadership team isn't personally on the hook.
Last reviewed April 24, 2026 · Reviewed by the Corgi Insurance team
Your board makes decisions worth millions. D&O makes sure a bad outcome doesn't become a personal financial disaster.
Coverage structure under form CORG-DO-0100. Three "Sides" of coverage, how claims-made works, and why this policy is about protecting people. Limits shown are illustrative. Important: The coverage descriptions on this page are general summaries for informational purposes only. They do not constitute a policy, binder, or guarantee of coverage. Coverage is provided only under the terms, conditions, exclusions, and limits of the issued policy. Always refer to your actual policy wording and declarations page for the governing terms and conditions. If there is any conflict between this summary and the policy, the policy controls.
Directors & Officers
What this policy pays for.
Your Series B investors sue the board, alleging that management provided inflated revenue projections during the fundraising process to secure a higher valuation.1
Side A and Side B respond. Side A covers individual directors and officers directly when the company cannot indemnify them (e.g., if the company is insolvent). Side B reimburses the company when it does indemnify its directors and officers for covered claims. Together, they cover the defense costs and any damages arising from claims of misleading statements or misrepresentations made in connection with management decisions. No retention applies to Side A claims.
A former co-founder sues your directors, alleging they improperly diluted his equity stake through a new funding round structured to benefit current management.2
Side A and Side B respond. Claims of breach of fiduciary duty — including allegations of self-dealing, improper dilution, or failure to act in shareholders' best interests — are core D&O territory. Your policy covers the directors' defense and any resulting liability, whether the company indemnifies them (Side B) or cannot (Side A).
The SEC sends your CFO a Wells Notice, indicating it intends to recommend enforcement action related to statements made in connection with your most recent private placement.3
Side A and Side B respond. When a government regulator targets an individual director or officer — through a Wells Notice (a formal SEC warning that enforcement action is coming), subpoena, or target letter — the policy covers that individual's defense costs. Side A responds if the company cannot indemnify; Side B reimburses the company if it does. Entity-level investigations of the company itself are not covered under the standard policy.
Scenario notes
D&O is a claims-made policy underwritten by Technology Risk Retention Group, Inc. Defense costs are within the policy limit — they reduce the amount available for settlements and judgments. The D&O coverage part provides that the insured selects and retains defense counsel, and the insurer advances covered defense costs. Refer to your policy for the specific defense and settlement provisions, as these may differ from other coverage parts under the same policy.
Side A covers individual directors and officers with no retention (no out-of-pocket cost to the individual). Side B reimburses the company for indemnifying individuals and is subject to a retention. Side C covers the company entity itself and is also subject to a retention. Side C has additional exclusions that do not apply to Sides A and B, including exclusions for intellectual property claims and contractual liability of the entity.
The Securities Exclusion bars coverage for claims arising from registered public offerings and violations of federal and state securities laws (including the Securities Act of 1933 and Securities Exchange Act of 1934). A carve-back preserves coverage for transactions exempt from registration under the Securities Act — including Regulation D private placements, which is how most startups raise capital. Not all fundraising structures automatically qualify as exempt. Consult your policy and legal counsel.
Policy notes
Regulatory investigations are covered for individual directors and officers (Side A and Side B) who receive a Wells Notice, subpoena, or target letter. Entity-level regulatory investigations are not covered under the standard policy. Informal inquiries and document requests that do not meet these triggers are not covered.
The Insured-vs-Insured exclusion applies: claims brought by one insured against another (e.g., a co-founder suing the board) are generally excluded. Important carve-backs exist for whistleblower actions, derivative suits not solicited by an insured, and claims brought by a bankruptcy trustee. Review your policy for the specific carve-backs applicable to your situation.
D&O does not cover professional services errors (that's Tech E&O), employment-related claims (that's EPLI), ERISA fiduciary breaches (that's Fiduciary Liability), bodily injury or property damage (that's CGL), or fraud and intentional misconduct (the fraud exclusion requires a final, non-appealable adjudication before it applies — defense costs are advanced in the interim).
Punitive and exemplary damages are included in the definition of covered loss, to the extent insurable under the most favorable applicable jurisdiction. Criminal fines are excluded. Civil fines and penalties assessed against individual insured persons may be covered to the extent legally insurable.
The scenarios above are illustrative examples only and do not guarantee coverage for any specific claim. Actual coverage depends on the facts and circumstances of each claim and the specific terms of your issued policy. Results may differ based on policy endorsements, exclusions, limits, and applicable law.
D&O, EPLI, Tech E&O each respond to a different claim trigger and coverage boundary.
What triggers it: A claim that a director or officer made a wrongful management decision Who's protected: Directors, officers, and the company entity for management decisions Common scenario: Series B investors sue the board over inflated projections Key difference: Covers management decisions. Was the claim about how the company was run, how money was raised, or how the board exercised its duties? That's D&O.
What triggers it: A claim by an employee (or applicant) alleging workplace wrongdoing Who's protected: The company and its managers for employment-related conduct Common scenario: An engineer is fired and sues for discrimination Key difference: Covers the employer-employee relationship. Was the claim about hiring, firing, harassment, or workplace conditions? That's EPLI.
What triggers it: A claim that your professional technology work caused a client financial harm Who's protected: The company for its professional technology services and products Common scenario: Your platform crashes for 48 hours and a client sues for lost revenue Key difference: Covers professional work product. Was the claim about what your technology did or didn't do for a client? That's Tech E&O.
Side A and Side B respond responds when your series b investors sue the board, alleging that management provided inflated revenue projections during the fundraising process to secure a higher valuation.
D&O is a claims-made policy underwritten by Technology Risk Retention Group, Inc. Defense costs are within the policy limit — they reduce the amount available for settlements and judgments. The D&O coverage part provides that the insured selects and retains defense counsel, and the insurer advances covered defense costs. Refer to your policy for the specific defense and settlement provisions, as these may differ from other coverage parts under the same policy. Side A covers individual directors and officers with no retention (no out-of-pocket cost to the individual). Side B reimburses the company for indemnifying individuals and is subject to a retention. Side C covers the company entity itself and is also subject to a retention. Side C has additional exclusions that do not apply to Sides A and B, including exclusions for intellectual property claims and contractual liability of the entity.
Available add-ons include Outside Directorship Endorsement, Crisis Event Expense Endorsement, Investigative Costs Endorsement. Endorsements are required where noted and availability may vary by jurisdiction and underwriting.
Extends coverage to your directors and officers when they serve on the boards of outside organizations — such as nonprofit boards, advisory boards, or portfolio company boards — at the company's request. For example: your VP of Engineering is sued while serving on a nonprofit board she joined at the CEO's suggestion. [Endorsement required]
Covers the costs of public relations consultants, crisis communications, and reputation management when a covered event generates significant negative publicity. For example: a national newspaper publishes an expose about your company's practices, and you need professional crisis management support. [Endorsement required]
Provides broader coverage for costs incurred in responding to regulatory investigations, document requests, and informal inquiries that fall short of a formal claim. [Endorsement required]
D&O is the foundation for venture-backed companies. Layer in CGL, Tech E&O, Cyber, EPLI, and more — modular coverage that grows with you.
Protects your business against third-party claims for bodily injury, property damage, and personal or advertising injury arising from your operations.
Protects against losses and claims resulting from data breaches, cyberattacks, and network security failures.
Covers claims alleging your technology products or services failed to perform as intended, causing financial harm to a client.
Covers claims made against company leaders for alleged wrongful acts in managing the business.
Protects against claims alleging wrongful termination, discrimination, harassment, or other employment-related issues.
Protects your company and plan fiduciaries against claims alleging mismanagement of employee benefit plans, including retirement and health plans.
Protects against claims arising from your published or distributed content, including allegations of defamation, copyright infringement, or invasion of privacy.
Provides liability coverage when employees use rented or personal vehicles for company business.
Key terms from the policy language and approved coverage summary.
Go deeper on D&O and the rest of the startup insurance stack.
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