Directors and Officers (D&O) Liability

Board decisions carry personal liability. D&O carries the board.

Directors and officers can be sued personally for how the organization is run — by shareholders, creditors, employees, regulators, even the CRA for certain unremitted amounts. D&O liability protects the personal assets of the people at the governance table, and funds their defence.

We arrange D&O for private companies, startups closing funding rounds, and non-profit boards — the three groups that most often discover they needed it slightly too late.

What's covered

Personal liability protection for directors and officers
Defence costs for claims against management decisions
Employment practices claims (wrongful dismissal, discrimination) where included
Coverage for the entity's own securities or governance claims
Outside directorship coverage for serving on other boards
Statutory liability exposures, including certain tax remittance claims

Good to know

Frequently asked questions

Does a small private company really need D&O?: If anyone other than you has a stake — investors, partners, creditors, employees — the answer is usually yes. Claims against private-company directors most often come from those exact groups, and defence costs arrive whether or not the claim succeeds.
Is D&O required when raising venture capital?: Practically, yes — investors taking board seats expect D&O bound at closing, and it appears in most term sheet diligence lists. We can bind coverage inside a closing timeline.
Does D&O cover wrongful dismissal claims?: Employment practices liability, often available within a D&O package, covers claims like wrongful dismissal and discrimination against the company and its managers. It's one of the most frequently used parts of the coverage.

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What's covered

Personal liability protection for directors and officers

Defence costs for claims against management decisions

Employment practices claims (wrongful dismissal, discrimination) where included

Coverage for the entity's own securities or governance claims

Outside directorship coverage for serving on other boards

Statutory liability exposures, including certain tax remittance claims

Frequently asked questions

Does a small private company really need D&O?

If anyone other than you has a stake — investors, partners, creditors, employees — the answer is usually yes. Claims against private-company directors most often come from those exact groups, and defence costs arrive whether or not the claim succeeds.

Is D&O required when raising venture capital?

Practically, yes — investors taking board seats expect D&O bound at closing, and it appears in most term sheet diligence lists. We can bind coverage inside a closing timeline.

Does D&O cover wrongful dismissal claims?

Employment practices liability, often available within a D&O package, covers claims like wrongful dismissal and discrimination against the company and its managers. It's one of the most frequently used parts of the coverage.