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CFO & Strategy

D&O Insurance for Startups: When, What, and How Much

Collated by Paul Jung, CFA

Curated by Rubric Financial

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What D&O Actually Covers

  • D&O insurance pays for legal defense + settlement costs when board members, officers, or the company itself is sued for management decisions. Coverage typically extends to wrongful acts, breach of fiduciary duty, and securities violations.
  • Three coverage layers: (A) Side A — covers directors/officers personally when the company can't (e.g., bankruptcy). (B) Side B — reimburses the company for indemnifying its directors. (C) Side C — protects the company itself in securities lawsuits.
  • NOT covered: criminal acts, intentional fraud, deliberate wrongdoing. The policy covers honest mistakes + business judgment, not bad-faith conduct.
  • Why this matters: serving as a director or officer of a startup IS personally risky. Without D&O, a single shareholder lawsuit can wipe out a director's personal assets.

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