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Directors & Officers (D&O) Liability Insurance

Business Insurance • Ontario

Directors & Officers (D&O) Liability Insurance in Ontario

Corporate decisions carry personal financial risks. D&O liability insurance protects the personal assets of your directors, officers and board members if they are sued for alleged wrongful acts, errors or omissions while managing the company. A standard Commercial General Liability (CGL) policy does not cover these executive-level risks.

Jasen Ericksen, Partner and Commercial Account Executive at Scrivens

Jasen Ericksen

Partner, Commercial Account Executive

President of the Ottawa Insurance Brokers Association

Over a decade of specialized experience in commercial risks, real estate and builder’s risk.

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Executive indemnity

What Does Directors & Officers Insurance Cover?

Lawsuits against executives can come from shareholders, employees, competitors or government regulators. A robust policy covers legal defence costs, settlements and judgments arising from:

Mismanagement of Company Funds or Investments

Allegations of improper capital allocation, investment losses, insolvency fallout or breach of fiscal stewardship made by creditors or shareholders.

Legal defence and settlements

Breach of Fiduciary Duty and Regulatory Compliance Failures

Statutory non-compliance under provincial or federal frameworks, such as unpaid corporate source deductions, environmental orders or governance breaches.

Statutory officer protection

Shareholder Disputes and Misrepresentation

Claims brought by minority investors or partners regarding financial disclosures, mergers and acquisitions, or misstatement of corporate performance.

Securities and valuation defence

Employment Practices Violations

Executive-level oversight claims regarding wrongful termination, discrimination, constructive dismissal or retaliation.

EPLI policy endorsements

Critical governance advisory

CGL vs. D&O: Understanding the Coverage Gap

A common misconception is that a standard Commercial General Liability (CGL) policy protects senior leadership. It does not. CGL covers bodily injury and property damage. When directors are sued for management decisions, a CGL policy does not respond.

Commercial General Liability (CGL)

Limited scope

Third-party slip, trip and bodily injuries on premises

Physical damage to leased office or warehouse space

Excludes: shareholder lawsuits and breach of fiduciary duties

Excludes: statutory officer liability for CRA taxes or employee wages

Leaves exposed: personal bank accounts, family homes and executive assets

Directors & Officers (D&O) Liability

Executive protection

Legal defence: defence costs for covered claims, subject to policy terms

Personal asset protection: helps safeguard executives’ personal assets

Side A, B and C cover: direct director protection plus corporate reimbursement

Independent board protection: helps attract qualified directors and advisors

Leadership risk spectrum

Who Needs Corporate D&O Protection?

Regardless of company size, personal asset protection is critical for leadership. This coverage is essential for:

Operational leadership

CEOs, CFOs and C-Suite Executives

Daily strategic decisions and signing authority expose corporate officers to personal lawsuits under the Canada Business Corporations Act (CBCA) and the Ontario Business Corporations Act (OBCA).

Includes unpaid employee wage exposure and statutory source deduction liabilities.

Governance and oversight

Independent and Advisory Board Members

Qualified directors often ask for evidence of D&O coverage, including Side A protection, before joining a board, so their personal assets are not exposed to company lawsuits or insolvency claims.

Protects independent directors if the corporation cannot indemnify them.

Growth ventures and enterprise

Founders and Executive Committees of Private Startups and Public Corporations

Venture capital and private equity investors often require D&O coverage to be in place before closing an investment round.

Commonly requested in seed and Series A/B term sheets.

Institutional specialization

Corporate D&O vs. Non-Profit D&O

Private companies need protection against shareholder and competitor lawsuits, while charities and associations face unique regulatory risks and donor scrutiny. If you serve on a charity or non-profit board, our non-profit insurance solutions help keep your volunteer board protected.

For-profit corporations

Corporate D&O Protection

Focuses on investor returns, commercial disputes, debt covenants and trade secret claims, and can include Side C entity securities coverage.

Request a corporate D&O quote

Registered charities and associations

Non-Profit Directors (NP D&O)

Protects volunteer board members who donate their time and should not have to risk their personal assets for an unpaid community board seat.

View non-profit and association solutions

Independent Ottawa brokerage

Request Your D&O Insurance Quote

As an independent broker, Scrivens works for you, not the insurance company. We compare commercial insurers to find strong D&O policy wording at competitive terms.

Jasen Ericksen, Partner and Commercial Account Executive at Scrivens

Jasen Ericksen

Partner, Commercial Account Executive

Direct: 613-782-1162jericksen@scrivens.ca

270 MacLaren Street, Ottawa, ON K2P 0M3

View full broker profile

Get an Executive Protection Quote

Tell us a little about your organization and an accredited commercial broker will contact you to review your governance and coverage needs.

Confidential and non-binding.

Proud member of:

Insurance Brokers Association of CanadaInsurance Brokers Association of OntarioOttawa Insurance Brokers AssociationOttawa Executives' AssociationOttawa Construction Association