Directors & Officers insurance is the foundational policy for venture-backed startups, designed to defend founders, executives, and board members personally against claims tied to their management decisions, fiduciary duty, and securities exposure.
Last reviewed April 24, 2026 · Reviewed by the Corgi Insurance team
D&O is the policy investors require before closing a round. It defends founders personally when investors, regulators, or employees challenge decisions made in good faith — and it's the safety net that lets you sign a term sheet without putting your house on the line.
Pulled from the actual form
Directors & Officers
What this policy pays for.
An investor alleges the priced round was unfair and you breached fiduciary duty.1
Defense costs and indemnity for claims by past, present, or future investors alleging breach of fiduciary duty, misrepresentation, or self-dealing in connection with a financing event.
The SEC opens an inquiry into how you described the company's metrics to investors.2
Pre-claim inquiry costs and formal investigation defense by the SEC, FTC, state attorneys general, or DOJ tied to actions taken in your capacity as a director or officer.
A former exec sues alleging retaliation tied to a management decision.
Reimbursement to the company when it indemnifies a director or officer for a covered claim — including wrongful-act allegations that overlap with employment practices.
A competitor brings an antitrust claim against the company directly.3
Coverage for the company itself for securities-related claims (private or public), including disclosure-based claims tied to a financing or sale, subject to the entity retention.
A non-profit board director you sit on is sued personally for a governance decision.
Personal coverage for an Insured Person serving on the board of a non-profit or other for-profit entity at the request of the company. Difference-in-conditions over the outside entity's policy.
You sell the company and the buyer makes a working-capital indemnity claim two years later.
Optional extended reporting period for wrongful acts that occurred prior to a change of control, sale, or IPO. Standard terms range from 1 to 6 years.
Insured-vs-Insured exclusion may apply to claims brought by one Insured against another, with carve-backs for derivative claims and whistleblower claims.
Pre-claim inquiry costs are sublimited and apply only to investigations of an Insured Person in their capacity as such; entity-level investigations are subject to a separate sublimit.
Side C entity coverage for private companies is typically limited to securities claims arising from a financing, sale, or change of control. Antitrust and IP claims are usually excluded.
D&O, EPLI, and Tech E&O each handle a different category of liability. Most venture-backed companies end up with all three.
Personal protection for the people who lead the company — founders, executives, and board members. Defends them against claims tied to management decisions, fiduciary duty, regulatory investigations, and securities allegations. Required by virtually every institutional investor before closing a round.
Defends the company and its leaders against employee claims of wrongful termination, harassment, discrimination, and retaliation. Overlaps with D&O when an executive is named personally — D&O covers the executive, EPLI covers the company. Most growth-stage startups carry both.
Defends the company when its product or service fails to perform as promised and a customer alleges financial harm. Where D&O covers leadership decisions and securities claims, Tech E&O covers product/service performance claims. Stacks alongside D&O for full executive + company protection.
D&O is the most commonly required policy in venture capital term sheets and investor side letters. Standard limits scale with the round size — $1M for seed, $3M–$5M for Series A, and $5M–$10M+ for Series B and later. Investors require the policy to be bound prior to closing and the wire funding the policy is often a condition precedent.
The policy structure (claims-made D&O with defined Insured Persons, Wrongful Acts, and Securities Claim coverage) supports the disclosure obligations that come with priced rounds, secondaries, and exit transactions. Side C entity coverage for private companies is typically scoped to securities claims arising from financings.
D&O is designed to respond to claims arising from financings, secondary transactions, M&A, IPO, employment-related executive claims, regulatory investigations, and antitrust allegations — making it the foundational policy for any venture-backed company, regardless of stage or industry vertical.
Breach of fiduciary duty, misrepresentation, or self-dealing alleged by past, present, or future shareholders in connection with a financing event.
SEC, FTC, DOJ, state AG, or industry-regulator inquiries into actions taken by directors and officers. Pre-claim inquiry costs are sublimited.
Wrongful termination, retaliation, or discrimination claims naming a director or officer personally. Side B reimbursement when the company indemnifies.
Claims by competitors or regulators alleging anticompetitive conduct, market manipulation, or violations of competition law against the entity and its leaders.
Allegations that the company or its officers misrepresented financial metrics, customer counts, or material facts to investors, customers, or counterparties.
Whistleblower retaliation claims and derivative actions brought on behalf of the company against its directors. Modern policies carve these back from the Insured-vs-Insured exclusion.
D&O is the foundation for venture-backed companies. Layer in CGL, Tech E&O, Cyber, EPLI, and more — modular coverage that grows with you.
Protects your business against third-party claims for bodily injury, property damage, and personal or advertising injury arising from your operations.
Protects against losses and claims resulting from data breaches, cyberattacks, and network security failures.
Covers claims alleging your technology products or services failed to perform as intended, causing financial harm to a client.
Covers claims made against company leaders for alleged wrongful acts in managing the business.
Protects against claims alleging wrongful termination, discrimination, harassment, or other employment-related issues.
Protects your company and plan fiduciaries against claims alleging mismanagement of employee benefit plans, including retirement and health plans.
Protects against claims arising from your published or distributed content, including allegations of defamation, copyright infringement, or invasion of privacy.
Provides liability coverage when employees use rented or personal vehicles for company business.
Go deeper on D&O and the rest of the startup insurance stack.
Key terms that appear in policy language, term sheets, and investor agreements.
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