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The decisions made by the boards of privately owned companies are not immune from public scrutiny. As leaders of the company, your directors and officers can be held personally liable for their management decisions. Shareholders, employees, customers, suppliers, competitors, and even the government can sue a privately owned company and its board. Designed specifically for directors and officers of smaller, privately held companies, this policy gives you flexible coverage tailored to your specific needs.


  • Broad definition of Insured includes the parent organization, subsidiaries, directors, or officers, including foreign equivalents, members of advisory boards, board of managers and management committees, employees, and volunteers worldwide
  • Automatic not-for-profit outside directorship coverage for insured persons
  • $500,000 sublimit for security holder derivative demand evaluations cost coverage
  • Optional additional $500,000 Side A dedicated limit for executives
  • Broad definition of Claim for insured persons includes:
    • Written demands for monetary or non-monetary relief
    • Civil and criminal proceedings
    • Formal regulatory, administrative, and arbitration proceedings
    • Requests for extradition
    • Side A subpoena defense costs coverage
  • Definition of Claim for organization includes normal administrative or regulatory proceedings when named as codefendant with insured persons
  • Civil fines and civil penalties coverage where insurable for insured persons, including Foreign Corrupt Practices Act (FCPA) civil penalties
  • Streamlined insured v. insured exclusion includes exceptions for financial impairment, former executives after one year, claims brought outside the United States and Canada, whistleblower and employment claims against insured persons, and non-executive employee shareholder claims
  • Conduct exclusions include final non-appealable adjudication language
  • Private placement and failed Initial Public Offering (IPO) coverage
  • Provides a full Side A carve back to the pollution exclusion
  • Guaranteed IPO quotation, including coverage for road show presentations


Westchester is one of the largest and most diverse excess and surplus lines commercial property and casualty insurance underwriters in the United States. Focused on the wholesale distribution channel, Westchester provides innovative specialty products for property, specialty casualty, environmental, professional risk, inland marine, product recall, small business, binding and programs. The business is further distinguished by exceptional financial strength, underwriting excellence and superior claims handling expertise. The material on this page contains product summaries intended for use solely by properly licensed insurance professionals. The insurance policy actually issued contains the terms and conditions of the contract. All products may not be available in all states and surplus lines products can be offered only through licensed surplus lines producers. Insurance provided by Westchester Fire Insurance Company and its U.S. based Chubb underwriting company affiliates. Chubb is the marketing name used to refer to subsidiaries of Chubb Limited providing insurance and related services. For a list of these subsidiaries, please visit our website at Westchester is a division of Chubb, a world leader in insurance. With operations in 54 countries and territories, Chubb provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients. As an underwriting company, we assess, assume and manage risk with insight and discipline. We service and pay our claims fairly and promptly. The company is also defined by its extensive product and service offerings, broad distribution capabilities, exceptional financial strength and local operations globally. Parent company Chubb Limited is listed on the New York Stock Exchange (NYSE: CB) and is a component of the S&P 500 index. Chubb maintains executive offices in Zurich, New York, London, Paris and other locations, and employs approximately 40,000 people worldwide. Additional information can be found at: