Primary Scope of Coverage

  • Entity Securities Coverage automatically included in the policy
  • Shareholder Derivative Demand Investigation Costs Coverage automatically included in the policy, subject to separate limit
  • Blanket Nonprofit Outside Position Coverage and scheduled coverage of For-Profit Outside Position Coverage
  • Crisis Fund Coverage automatically included in policy
  • Broad definition of “claim” includes criminal proceedings
  • Broad definition of “claim” also includes formal and informal interviews of insured persons by any governmental or self-regulatory authority, but only with respect to A-Side Coverage
  • Broad definition of “insured person” includes employees of the entity when named as defendants in securities
  • Broad definition of “wrongful act” includes service or status as fiduciaries of employee benefit plan sponsored solely by the insured entity, but only with respect to A-Side Coverage
  • Broad definition of “loss” expressly includes:
    • Punitive, exemplary and multiple damages when insurable under the applicable law most favorable to the insured
    • Loss from claims under Section 11 and 12 of the Securities Act of 1933
    • Penalties under the Foreign Corrupt Practices Act
  • No express exclusions concerning:
    • Defamation or invasion of privacy
    • Failure to maintain insurance
    • Section 16(b) of the Securities Exchange Act of 1934
    • Unapproved remuneration
  • Narrow pollution exclusion: not applicable to non-indemnifiable loss
  • Narrow insured vs. insured exclusion:
    • Does not apply to claims by a bankruptcy or insolvency receiver, trustee, etc., for the entity
    • Does not apply to a claim by an insured person who has not served as such for four years
  • Liberal notice provisions:
    • Notice of claim as soon as practicable after risk manager or general counsel first learns of claim, not later than 90 days after the end of the policy period
    • Notice of circumstances is permitted during the discovery period
  • Liberal representations clause:
    • Knowledge of any insured person not imputed to any other insured person
    • Insuring Clause A non-rescindable
  • No hammer clause
  • No panel counsel
  • Broad Subsidiary Acquisition/Creation Coverage:
    • Coverage automatic for newly acquired subsidiaries unless assets exceed 25% of entity's assets
    • 90-day automatic coverage for subsidiaries that exceed 25% of reporting threshold
  • Insurer may cancel only for nonpayment, upon 20 days' notice
business partners

Excess Scope of Coverage

  • Follows primary policy, but no broader than the most restrictive underlying insurance policy
  • No exclusions
  • Policy will not drop down due to exhaustion of sublimit, but policy will recognize payment of sublimit
  • Follows the underlying policy, designated as 'Followed Policy,' for key terms such as:
    • Cancellation
    • Discovery period
    • Notice of claims
  • Short policy form - only two pages in length

Contacts

Ryan Nava

Associate Vice President
212-329-6930

Peter Trochev

Associate Vice President
212-329-6928

East Region

Nicole Young

Senior Consultant
212-329-6944

Midwest Region

Robert Fuchs

Director
312-204-7104

South Region

Reid Schluter

Director
212-329-7748

West Region

Eric Chan

Director
415-544-5793

Support

24/7 Claims reporting is available at:

fsreportaloss@nationwide.com

1-888-275-7992

Nationwide's dedicated claims team works proactively to complete a thorough investigation of every claim and aggressively manage the defense of claims to help protect your assets. Our dedicated claims team has the experience and technical expertise in numerous jurisdictions to manage professional liability claims and complex litigation.