According to a 2012 study, over the past 10 years, 27% of private companies, 33% of public companies and 63% of nonprofit organizations experienced D&O liability claims.
As society and the business world evolves, corporate directors’ and officers’ personal accountability to regulators, shareholders and the public has never been higher. For individuals serving in management roles or on an organization’s board it is critical to consider and protect your personal assets in the event that expectations are not achieved. The ability of companies and their shareholders to attract and retain qualified senior management and board members in the current environment depends significantly on their ability to indemnify and protect the personal assets of individuals agreeing to serve.
When it comes to the Executive Risks your organization faces, including those confronting your Director’s & Officers, the professional agents and underwriters at Morris & Reynolds can help you in a number of critical ways including:
Identify and measure executive exposures
Research the entire market of insurers and obtain the best D&O coverage terms, costs and insurer for you
Arrange coverage to protect your key assets
Provide risk management resources to help you reduce the threat of litigation exposure for your leadership
As your Claims Advocate, we will assist your organization when a claim occurs by detailed, constant, communication and a fast, fair, settlement
AVAILABLE TYPES OF EXECUTIVE RISK COVERAGE
Morris & Reynolds offers all forms of insurance including all types of Executive Risk protection such as Director’s & Officer’s Liability from the world’s leading insurers including:
Directors & Officers (D&O)
DIRECTOR’S & OFFICER’S (D&O) LIABILITY INSURANCE
A businesses or Boards leadership have ever increasing responsibilities and risk exposures that need proper protection. Whether you are a private or public business, for profit or not for profit, protecting your executives and assets from litigation is critical to long term survival.
Morris & Reynolds can assist your organization with the creation, design, implementation and on-going management of a modern Directors & Officers (D&O) Liability insurance program. Our agents and underwriters craft unique and efficient solutions to keep your specific needs that keep pace with changing exposures and an evolving, global D&O market.
The purchaser of a coin operated laundry business filed suit against the seller alleging that representations regarding the profitability of the business were false and made to induce him to buy the business when they knew it was not profitable. Claimant alleged causes of action for intentional misrepresentation, fraud, and negligent misrepresentation. The purchaser sought reimbursement of his losses and rescission of the purchase agreement. The insurer paid over $255,000 in legal defense fees and another $470,000 to settle the case.
A development-stage company specializing in technology for applications in fiber optics data communications with annual revenues: $552,000 and 42 employees had a minority shareholder sue the entity and its officers for misrepresentations made in a private placement offering and sought the return of its $5 million investment and borrowing costs. The plaintiff alleged it was assured that its investment would bolster the balance sheet and that the company would be sold at a profit to an identified acquirer. The case settled for $375,000 and incurred $400,000 in defense costs.
BREACHES OF THE DUTY OF CARE & LOYALTY
An online retailer of photo-greeting cards with annual revenues: $58 million and 186 employees was sued by shareholders for breaches of the duty of care and loyalty and fraudulent misrepresentations. Investors contended that they were fraudulently induced to invest in the company unaware of the defendants’ plan to run the operations into the ground and use the website for another start up. The plaintiffs sought $10 million in damages including lost opportunity costs. The defendants agreed to pay $1.5 million in settlement and incurred $800,000 in defense costs.
MISREPRESENTATION IN AN INVESTOR BUY-OUT
An apparel distributor with annual revenues of $11 million and 19 employees was sold to an unrelated third party. The plaintiff, a former investor, sued the company and its officers for fraudulent misrepresentation and breach of duty in connection with the alleged undervalued buy out of the investor’s interest in the company just prior to the sale. The case went to trial and was decided in favor of the defendants. The defendants incurred $1.2 million in defense costs.
VIOLATIONS OF STATE SECURITIES LAWS
A marketing and media consulting firm with sales of $300 million and 298 employees had a minority shareholder (private equity firm) sued the entity and its directors under state securities laws for improper election of a board member. The plaintiff sought to change the composition of the board and elect its representative to the board. A settlement was reached by reconstituting the board to avoid the reputational and business disruption impact of a protracted legal battle. The defendants incurred $819,000 in defense costs.
WASTING CORPORATE ASSETS
Two minority shareholders sued a privately held cable installer. The plaintiffs alleged the defendants breached their fiduciary duty by wasting corporate assets, failing to properly evaluate costs and failing to proactively manage the business. As a result of the insured’s conduct, the value of the company suffered a significant decline. The insurer settled the case for $150,000, but only after incurring $200,000 in defense expenses.
CONSPIRACY TO STEAL FUNDS
A beneficiary sued the directors and officers of a transportation company owned and operated by family trusts, alleging they had conspired to steal money from the company and that these acts diminished the value of her trust. Due to potential conflicts between the various defendants, several law firms were retained to provide a defense. The insurer paid its $5 million limit in legal defense fees.
CONSPIRACY, BRIBERY & THEFT
The government filed a criminal indictment against a transportation company’s directors and officers claiming conspiracy, misconduct by a corporate official, commercial bribery and theft. The company allegedly promised airline executives free goods and services in return for airport security contracts. The insurer paid $1 million in legal defense fees.
SHAREHOLDER CLASS ACTION
An article in the Wall Street Journal led to a fall of over 60% in the share price of a European drugs company traded on the New York Stock Exchange. The article examined the company’s accounting practices. In a class action against the company and some of its executives, shareholders alleged that false information had been disseminated about investments in business ventures, license fees and research revenues. The action was settled for $75,000,000.
EXAMPLES D&O COVERAGE ENHANCEMENTS
Director’s & Officer’s policy forms vary from insurer to insurer. In addition, each client’s business or board’s needs are unique. For these reasons it is important that we shop among the leading D& O insurers to obtain the broadest coverage possible and protection that best meets your needs and goals. It is also, for the same reasons, important that businesses and Boards closely review the coverage they carry to ensure it meets their unique needs. Examples of possible coverage enhancements to consider on a D&O policy may include:
Anti-rescission provision for non-indemnifiable claims coverage
Conduct exclusions crafted with “final adjudication” language
Coverage for employed lawyers
Coverage for non-indemnifiable and corporate reimbursement claims as well as for securities-related claims against the corporate entity
Entity security endorsement
Limit segregation between D&O and Fiduciary policies
Non-cancelable policy (except for non-payment of premium)
Order of payments provision
Outside directorship liability coverage
Severability in the application and exclusions
Refinement of Application definition to specifically address attachments and duration
A UNIQUE APPROACH TO BUSINESS INSURANCE
Business insurance is our business. When it comes to your coverage and the risks your enterprise and people face we treat your business as if it were our very own. At Morris & Reynolds we offer a unique, hands on, passionate relationship with our clients that in most cases last decades because of the reliable, results oriented, solutions we provide from year to year. Some of the benefits of our business insurance work for our clients include;
SUPERIOR MARKET KNOWLEDGE, RELATIONSHIPS & INSURER ACCESS
Morris & Reynolds represents and has access to the entire market of leading insurers for all of the risks our business insurance client face. Many of our relationships with major insurers span decades and in some cases date to the founding of our firm in the 1950’s. We also take pride in representing cutting edge and emerging insurers from around the globe to structure the coverage, limits and costs you need and deserve.
ALL FORMS OF INSURANCE, EMPLOYEE BENEFITS & RISK RELATED SERVICES
Our dedicated professional people are your consultants, problem solvers and partners. We help assess your needs, evaluate solutions and suggest alternatives for your organization. We build a high level of familiarity with your company so we can offer the insights that satisfy your changing risk-financing needs. Some of our products and services include:
Alternative Risk Financing, including Captives and Risk-Sharing Pools
Claims Management & Administration
General Property and Casualty Insurance
Group Health Insurance & Employee Benefit’s
Malpractice and Errors & Omissions
Pension & Retirement Plans
Professional Liability including Directors and Officers and Employment Practices
Risk Management & Loss Control Services
Workers Compensation and Employers Liability
AGGRESSIVE, TRANSPARENT, NEGOTIATIONS
Your protection, goals and bottom line are our sole focus. The coverage and costs that we negotiate, in fact all we do, is focused on your protection needs, goals and bottom line. We are known as aggressive negotiators who have our clients’ best interest at heart. Always.
We also enjoy serving our clients in the most transparent manner possible and are happy to discuss and disclose our compensation and answer your questions about that important topic with you. Morris & Reynolds is a truly independent insurance agency and has been since 1950. Our focus is never on stockholders, stock prices or an insurance company preference but our clients’ goals, dreams and desires. Always.
PEACE OF MIND
Insurance is more than a legal contract, it’s your peace of mind. At Morris & Reynolds Insurance we take your protection, and peace of mind, to heart in all we do from the coverage we structure, the insurers we suggest and the day to day service and care we provide to our clients. When you need us most, we will always be there.
VISION & INNOVATION
At Morris & Reynolds Insurance our clients receive the best of both worlds. We are well known for our ‘old fashioned, reliable and responsive service that dates to the founding of our agency in 1950. We are also known for employing cutting edge technology and offering the latest in coverage innovations and ideas to serve our clients’ ever evolving needs. Services such as The Protection Portal, Morris & Reynolds MyWave and the Morris & Reynolds Risk Management & Loss Prevention Services are just a few examples of our forward thinking approach to service.
AWARD WINNING, EDUCATED, PROFESSIONAL PEOPLE
Our Client Service Underwriters, Client Advocates and Professional Agents are deeply committed to their profession and career-long learning. Our award winning TEAM of professional people, the finest people in insurance, is unique to Morris & Reynolds Insurance. In order to offer our client’s the very finest results possible we constantly seek improvement by way of training, performance measurement and process reviews.
Our corporate office is an approved and certified testing site for the prestigious Insurance Institute of America and their curriculum is part of our ongoing TEAM educational efforts. Morris & Reynolds Insurance is proud of the awards that TEAM members have received from a variety of industry associations and insurers, including the Florida Agent of the Year, The National Agent of the Year and The Customer Service Representative of the Year Honors to name a few.
A UNIQUE APPROACH TO RISK REDUCTION
Every day we work to provide you with the very best coverage, care and solutions available. Our extensive range of professional services, designed to manage your risk and make you and your business more efficient, include:
ANNUAL UPDATING & RISK REVIEW
Businesses change and evolve. Because of this, Morris & Reynolds conducts annual audits of your coverage and the exposures, risks and facts that your insurance is based upon. Working many months in advance of your renewal, we ensure that the coverage and exposures are current so that your renewal will progress as your business does.
Coverage such as workers compensation and general liability are based on estimated exposures that are then audited by the insurer after the policy year ends. Our team of experts is available to assist in the preparation of your audit or even conduct the audit with the insurer for you, to save you time and money.
We place an extreme emphasis on your claims. Morris & Reynolds employs licensed, professional insurance adjusters that manage your claims all year long with state of the art automation. Your assigned Claims Manager at Morris & Reynolds is your expert advocate, dedicated to resolving claims quickly and fairly. Whether it is a simple auto claim, a major fire, a devastating hurricane or a complex lawsuit, we will be right next to you doing our best to support you during what we know can be a traumatic time.
ROBUST, ANNUAL, MARKET RESEARCH & AGGRESSIVE NEGOTIATIONS
Morris & Reynolds represents hundreds of the world’s leading insurers, brokers, wholesalers, reinsurers and alternative risk related firms in the industry. As your agent, we aggressively seek solutions from all leading insurers in the marketplace and negotiate one insurer against another to arrange the best possible coverage and cost for you.
RISK MANAGEMENT & LOSS CONTROL
Protecting your business and bottom line through risk management and loss control can have a dramatic impact in lowering your insurance costs and risk related expenses. The risks that you face can come from a variety of sources including project failures, legal liabilities, natural disasters and even deliberate attacks. We proudly offer you best in class risk management and loss control that can help identify, control and manage the risks you face.
STEWARDSHIP & DEEP ANALYSIS
Success in reducing your risk and its associated costs are often found deep in the details of your coverage, claims and business. For this reason, Morris & Reynolds provides a range of detailed stewardship reports and analysis related to your coverage, options, performance, claims and other risk related metrics that are useful in constructing your Protection Plan and managing your risks.
MORRIS & REYNOLDS MYWAVE
Morris & Reynolds’ MyWave is a truly dynamic internet-based portal that delivers robust, time saving tools and information related to employee benefits, human resources and risk management. Simply log on to your customized homepage to find valuable detailed information as well as interactive postings.