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Directors' and Officers' Insurance meaning

What does Directors' and Officers' Insurance mean?
directors’ and Officers’ Insurance (D&O insurance) is liability insurance procured by a company to protect its directors and officers against personal liability arising from alleged wrongful acts committed in the course of managing the business. It is a market term rather than a statutory definition; UK and Irish company law restricts corporate indemnities but expressly permits the purchase of D&O insurance. Typical cover includes defence costs, damages and settlements, and costs of regulatory and disciplinary investigations or interviews, often advanced before final resolution. Policies are usually written on a claims‑made basis, require prompt notification, and include limits, retentions and run‑off cover on resignation, merger or change of control. Common structures are: Side A (indemnity for non‑indemnifiable loss of individuals), Side B (reimbursement to the company where it lawfully indemnifies directors), and, often for listed companies, Side C (entity securities claims). Standard exclusions include fraudulent or dishonest conduct (once established), deliberate breaches, prior known claims, and fines or penalties insofar as uninsurable by law. Usage and key features are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. D&O insurance sits alongside statutory regimes (for example, the Companies Act 2006 and the Companies Act 2014) and is a core tool for...
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View the related Checklists about Directors' and Officers' Insurance

CHECKLISTS
No-deal Brexit: UK courts' jurisdiction before and after exit day under Brussels I (recast), savings provisions, and common law/Hague alternatives: checklist

ARCHIVED This Checklist is archived and is not maintained or updated. It considers how UK courts would apply Regulation (EU) 1215/2012, Brussels I (recast)—which concerns the allocation of court jurisdiction for civil and commercial matters—if the UK were to leave the EU on exit day without a deal, the so‑called ‘no deal Brexit’ scenario. ‘Exit day’ has the meaning given by section 20 of the European Union (Withdrawal) Act 2018. The Checklist reviews the Regulation’s jurisdictional articles and evaluates whether the UK courts will apply them and, if so, in what way. The outcome varies depending on whether proceedings are started before exit day (with the jurisdictional issue decided afterwards) or initiated after exit day. The principal UK instrument is the Civil Jurisdiction and Judgments (Amendment) (EU Exit) Regulations 2019, SI 2019/479. Coming into force on exit day, it includes a range of savings provisions and modifications to Regulation (EU) 1215/2012, Brussels I (recast), alongside amendment and revocation of specified UK and EU legislation. For details of the legislation...

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CHECKLISTS
SRA successor practice: scenarios, due diligence, PII and run-off checklist for law firm mergers, acquisitions, closures and transfers (England and Wales)

For law firms For law firms, whether you are considering a merger, taking over another practice, disposing of the business or winding it up, the successor practice provisions are almost invariably engaged in such scenarios. You must give careful thought to these rules and their effect on the deal, at every stage, as outcomes are frequently truly surprising, costly and, in the end, can pose intolerable risks for either party or, indeed, both. Grasping the ramifications of your proposals is essential. When the parties collaborate, it is often feasible to reduce exposures enough and in good time to allow a deal to move forward that might otherwise collapse. As ever, knowledge is power. Seldom will buying any element of a legal practice not result in the purchaser becoming a successor practice—you are generally safest to presume that is so. Section 1 aims to outline circumstances in which a successor practice is liable to arise. If you think your arrangement can sidestep creating a successor practice, for example by taking...

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CHECKLISTS
UK State Pension rates and earnings cap: historical figures by tax year 1989/90 to 2026/27 (pre-2016 basic and post-2016 single-tier)

The single tier State Pension (on and from 6 April 2016) On 6 April 2016, the Basic State Pension was overhauled and replaced by a single-tier, flat-rate pension, merging the Basic State Pension with the Second State Pension. From that date, men and women alike must have 35 qualifying years of National Insurance contributions to receive the full flat-rate amount. Marital status makes no difference to the level paid. Tax year Amount (per week) 2026/2027 £241.30 2025/2026 £230.25 2024/2025 £221.20 2023/2024 £203.85 2022/2023 £185.15 2021/2022 £179.60 2020/2021 £175.20 2019/2020 £168.60 2018/2019 £164.35 2017/2018 £159.55 2016/2017 £155.65 The Basic State Pension (before 6 April 2016) Before 6 April 2016, the Basic State Pension comprised the Basic State Pension and the Second State Pension. There was a third, minor, component known as the graduated pension that depended on graduated National Insurance contributions paid by employees while the graduated scheme ran from 1961 to...

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NEWS
UK commercial law weekly update: contract judgments, ASA ruling, ICO enforcement consultation, HMRC customs guidance and Russian sanctions advice—6 November 2025

In this issue: Advertising, marketing and sponsorship Contracts Data protection International Supply chain LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—5 November 2025 The Advertising Standards Authority (ASA) received a single complaint about advertising by On The Beach Ltd, which stated that customers booking particular holidays would be given free access to airport lounges. The ASA upheld the complaint. See: LNB News 05/11/2025 27... Contracts Ms Amlin Marine NV (on behalf of Ms Amlin Syndicate AML/2001) v King Trader Ltd [2025] EWCA Civ 1387 The Court of Appeal (Civil Division) dismissed the appellants’ challenge and confirmed that a ‘pay first’ clause in a marine insurance policy was enforceable against the Charterer. The policy had been issued by MS Amlin Marine NV to Bintan Mining Corporation (the Charterer), which had chartered the vessel Solomon Trader...

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NEWS
UK/EU restructuring and insolvency weekly: Supreme Court fiduciary ruling, Part 26A plans, payment institution special administration, Budget and FSCS updates, EU harmonisation, key dates—27 November 2025

Restructuring & Insolvency weekly highlights—27 November 2025 In this issue: Key R&I law developments Insolvency litigation Restructuring Directors and insolvency The office-holder Financial institutions R&I in Scotland Daily and weekly news alerts Key dates for restructuring and insolvency professionals New content New Q&As Key R&I law developments Budget 2025—key Restructuring & Insolvency announcements On 26 November 2025, the Chancellor of the Exchequer, the Rt Hon Rachel Reeves MP, set out measures of note for restructuring and insolvency practitioners. Plans cover business rates changes, hiring extra Insolvency Service staff to combat abusive phoenixism and rogue directors, the creation of the Public Authorities Fraud Investigation and Enforcement Service, and adjustments to National Insurance Contributions. See: LNB News 26/11/2025 65. Council of the EU agrees directive harmonising insolvency law across member states Negotiators for the Council of the EU and the European Parliament have reached a provisional deal on a directive aligning...

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NEWS
UK Private Client weekly update: trusts, Court of Protection, tax (IHT/SDLT/CGT), HMRC/HMLR updates, pensions, key cases (Hubbard; Patel; YVR), and policy/consultations — 1 May 2025

In this issue Trusts Court of Protection Elderly and vulnerable clients UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Budgets and Finance Bills Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Trusts Insufficient credible evidence led to rejection of trustee expense claims (Hubbard v Hubbard) An account in common form concerning a trust holding development land, with trustees reporting to beneficiaries. The court determined the trustees failed to properly substantiate numerous costs, leading to substantial disallowances. Core principles include: trustees bear the onus to prove expenditure charged to the trust; poor or absent records are no excuse; and the court may grant a...

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View the related Practice Notes about Directors' and Officers' Insurance

PRACTICE NOTES
Personal Injury and Clinical Negligence July 2025: discount rate, costs/QOCS, RTA reforms, CPR updates and leading cases (England and Wales) [Archived]

PI & Clinical negligence horizon scanner—July 2025 [Archived] ARCHIVED: This Practice Note is archived and is not maintained. It summarises the principal legal developments relevant to personal injury and clinical negligence practitioners as at July 2025. For developments predating this horizon scanner, see PI and Clinical Negligence horizon scanning and key cases—overview. Key PI and clinical negligence developments The personal injury discount rate—a review In late 2024, the Lord Chancellor, Shabana Mahmood MP, revealed the outcome of her five‑month review of the discount rate, initiated in July 2024. One month after the new +0.5% discount rate took effect, Thea Wilson (barrister at 12 King’s Bench Walk) assesses its impact on cases, the responses from claimant and defendant representatives, and the consequences of the change for legal practitioners. See News Analysis: The personal injury discount rate—a review. MoJ announces reduction in CFO’s interest rates The Ministry of Justice (MoJ) has announced lower interest rates for the Courts Funds Office’s (CFO) special and basic accounts...

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PRACTICE NOTES
Employment settlement agreements: drafting, tax and compliance—including PENP, DSARs, TUPE tripartite settlements, public sector controls, NDAs, post-termination restrictions and remedies

This Practice Note considers the practical matters that commonly arise in connection with an employment settlement agreement (previously referred to as a compromise agreement). It also highlights the likely tax considerations and signposts our related Practice Notes for fuller guidance. For details of the legal requirements (that is, the conditions governing settlement agreements) that must be satisfied for an agreement to be binding and effective to compromise statutory employment claims, see Practice Note: Settlement agreements in employment—legal requirements Parties to the agreement Where the employer is an individual, or a company with a straightforward corporate set-up, the parties to the settlement agreement will be the employer and the employee, with no necessity to mention third parties. However, the identity of the employing entity may not be simple, eg within a more complex group structure where: the employee works, or has worked, for other companies in the employer’s group, eg on secondment the employee performs their duties for one company but is paid by another...

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PRACTICE NOTES
CPR Part 36: 2016 case law review on offers, costs, interest, fixed costs and settlement (England and Wales)

ARCHIVED: this Practice Note is archived, not kept up to date, and provided for background reference only. Moreover, some links may no longer point to the provisions as they stood on the date this Practice Note’s guidance was published. Key Part 36 cases 2016—what do you need to know? Although the updated Part 36 took effect a little over 18 months ago, intending to ease interpretative difficulties in a scheme designed to encourage settlement (and thereby save court time), problems under Part 36 remain. The position through 2016 is unchanged, with recurring issues continuing to arise despite the revisions...

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View the related Precedents about Directors' and Officers' Insurance

PRECEDENTS
Customer‑favourable bespoke software development and licensing agreement with IP assignment, source code delivery, acceptance testing, delay payments, warranties and indemnities (England and Wales)

This Agreement is entered into on [ insert date ] (the Commencement Date) by and between: Parties [ insert supplier name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Supplier); and [ insert customer name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer are the parties. Background The Supplier is [ an experienced software developer and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. The Customer is [ insert the Customer’s background details ]. Subject to this Agreement, the Supplier shall develop software for the Customer and will licence (or arrange...

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PRECEDENTS
Pro-supplier B2B terms and conditions for sale of goods and services (precedent), with compliance clauses, retention of title, indemnities and liability caps (England and Wales)

1 Definitions and interpretation 1.1 Within these Conditions, the terms below shall have the following meanings: Adequate Procedures – to be interpreted in accordance with BA 2010 and the guidance issued under it; Affiliate – any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, another entity; Applicable Law – all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding effect, whether local or national [ or international in any relevant jurisdiction ]; Associated Person – means any or all of: (a) a party’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With that party (the Associates); and (b) persons Associated With any of the Associates, in each case engaged in performing services for or on behalf of that party, the Services and/or the Contract; Associated With – when used: (a) in clause 10 and in respect of bribery, shall be read in accordance with BA 2010 and the guidance published under it; (b)...

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PRECEDENTS
B2B supply of goods framework agreement (supplier‑favourable): optional exclusivity, minimum spend, retention of title, IPR indemnity and price variation (England and Wales law)

This Agreement is entered into on [ date ] Parties [ insert name of supplier ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Supplier); [ insert name of customer ] [ of OR trading as [ insert trading name ] of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Customer), (each of the Supplier and the Customer being a party, and together the Supplier and the Customer constituting the parties) Background The Supplier carries on the business of supplying [ insert description ] to other businesses. The Customer carries on the business of [ insert description ]. The parties have agreed that the Supplier...

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View the related Q&As about Directors' and Officers' Insurance

Q&As
ET unlawful deduction from wages: recovery exceeds overpayment

The Employment Rights Act 1996 (ERA 1996) permits an employer to make a deduction from a worker’s ‘wages’ (as defined in ERA 1996, s 27) if: a statutory provision requires or authorises the deduction to be made, for example the obligation to deduct income tax or National Insurance contributions through Pay As You Earn (PAYE); a relevant term of the worker’s contract permits such a deduction, for instance where the employer has advanced a loan and holds a contractual right to recover money from the worker’s wages in repayment; the worker has already confirmed in writing their agreement or consent to the deduction being taken For further information, see, generally, Practice Note: Deductions from wages, and in particular the principal section covering the topic 'When deductions are lawful'...

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