Director and Officer Liability

Our lawyers have long been recognized as leading authorities in all facets of directors and officers ("D&O") insurance and liability. From their often cited Two-Volume Treatise Liability of Corporate Officers & Directors (7th Edition, LexisNexis Matthew Bender Publishing 2002), to their representation of insurers in nearly every major shareholder lawsuit against corporate directors and officers, our lawyers are synonymous with quality and sophistication. But to label us merely D & O lawyers is a misnomer. The breadth of our practice not only encompasses virtually every issue confronting today's corporate officers and directors, but also extends to a multitude of other similar exposures, including ERISA fiduciary liability, employment practices liability, and various types of professional liability risks.

Bailey Cavalieri's director and officer liability practice includes:

Drafting Insurance Policies | Insurance Underwriting Consultation |
Coverage Claims Counsel | Coverage and Bad Faith Litigation |
Expert Witnesses in D & O Litigation | D & O Loss Prevention |
D & O Legal Audits | D & O Insurance Alternatives

Drafting Insurance Policies | Our lawyers have drafted most of the standard D & O policy forms and endorsements currently used in today's insurance marketplace. We are regularly called upon to propose and draft changes to these policies to meet the needs of an ever-changing market. In addition, we have substantial experience in drafting employment practices liability, ERISA fiduciary, and various types of professional liability policies and endorsements. As a result, we offer our clients unique insight in anticipating, preventing and resolving the numerous issues that arise in connection with financially protecting corporations and their executives.

Insurance Underwriting Consultation | In today's challenging business climate, insurance underwriters frequently utilize more comprehensive risk analysis when making underwriting decisions. We regularly assist underwriters in formulating appropriate analysis and in evaluating the underwriting results. We also provide consultation to companies regarding how best to respond to these enhanced underwriting inquiries and what coverage feature to request during the underwriting process.

Coverage Claims Counsel | The centerpiece of our D & O practice is representing our insurance company clients from the initial notice of a claim through ultimate resolution. Our lawyers have acted as coverage counsel in thousands of matters. In that capacity, we assist clients in making coverage determinations, drafting coverage correspondence, administering policy proceeds, monitoring underlying litigation, interfacing with defense counsel, participating in mediations, and facilitating settlements.

Coverage and Bad Faith Litigation | Despite the parties' best efforts, insurance litigation has increased in frequency in recent years. Our D & O litigators regularly represent carriers in mediations, arbitrations and lawsuits involving insurance coverage disputes. We have been involved in coverage proceedings relating to virtually every aspect of the insurance policy, including rescission, definitions of Claim and Loss, exclusions, notice, allocation, and the effect of bankruptcy. Our D & O lawyers have successfully defended bad faith claims and have prevailed in obtaining declaratory judgments supporting coverage determinations.

Expert Witnesses in D & O Litigation | Our D & O lawyers are nationally recognized as leading experts and have testified as experts in liability, insurance, and indemnification proceedings. Our credentials include:

• Authors of Liability of Corporate Officers & Directors (7th Edition, LexisNexis Matthew Bender Publishing 2002);
• Speaking nationally and internationally at more than 20 seminars per year on a wide-array of D & O liability and insurance issues;
• Contributing authors, Handbook for Corporate Directors (McGraw-Hill 1985);
• Authors of numerous articles on D & O liability and insurance;
• Author of The ACE Report, a quarterly newsletter published by ACE Bermuda Insurance Ltd. relating to current D & O liability and insurance matters; and
• Authors of numerous booklets printed by Chubb Group of Insurance Companies and National Union Fire Insurance Co. regarding loss prevention practices and liability exposure analysis.

D & O Loss Prevention | Because our lawyers bear daily witness to the traps and pitfalls confronting today's directors and officers, we are well-equipped to identify and formulate governance best-practices. We regularly advise both companies and boards how to navigate and minimize governance-related risks. Among other things, we have authored the following booklets addressing D & O Loss Prevention, printed by Chubb Group of Insurance Companies:

• Independent Directors Liability Loss Prevention;
• Directors and Officers Securities Litigation Loss Prevention;
• Directors and Officers Liability Loss Prevention;
• Directors and Officers Liability Loss Prevention for Nonprofit Organizations;
• Directors and Officers Liability for Financial Institutions; and
• ERISA Fiduciary Liability Loss Prevention.

D & O Legal Audits | To cope effectively with the complex and rapidly changing legal environment, our attorneys have created a comprehensive insurance program review for companies, which includes evaluating the terms, amount, and types of insurance products maintained. By reviewing existing policies for "gaps" and adequacy, we ensure that our clients maintain programs consisting of solid, cost-effective insurance, with integrated risk coverage consistent with current market conditions.

D & O Insurance Alternatives | For a variety of reasons, corporations have sought alternatives to traditional D & O insurance. While D & O insurance tends to be the best, most comprehensive financial arrangement for protecting corporate directors and officers, our lawyers have helped design creative alternative arrangements tailored to a company's particular needs.