Research On American Directors’ And Officers’ Liability Insurance System

In foreign countries,Directors’ and Officers’ Liability Insurance(D&O Liability Insurance)is considered as “the general’s helmet”.This thesis is aimed at exploring its value in commercial society.Due to the most mature and developed market of D&O Liability Insurance was established in the United States,the US D&O Liability Insurance System is selected as the object of the study.During the research,it is increasingly found that in the US insurance and judicial practice,D&O Liability Insurance is not a simple system--when a dispute on D&O Liability Insurance occurs in a claim lawsuit,the most troublesome problem is the apportionment of liability and defense costs.Firstly,the thesis clarifies the concept of D&O Liability Insurance and secondly,the main body structure of the US D&O Liability Insurance System is deeply analyzed to achieve the purpose of mastering the operational mechanism of it.Finally,through the study of relevant case laws in US courts,we tried to find a solution to apportionment.To be specific,the first chapter,firstly expounds the concept of D&O Liability Insurance in macro,and then turns to the micro-analysis of specific contracts.The second chapter divides the US D&O Liability Insurance System into three subjects which are D&O Individual Liability Insurance,Company Indemnity Insurance and Corporate Entity Liability Insurance for respectively thorough analysis.The third chapter analyzes the two case laws of “Relative Exposure Rule” and “Larger Settlement Rule” that are invented for D&O Liability Insurance disputes when it comes to division of responsibility,and eventually,to deny their rationality.Based on the analysis of theoretical framework and court cases of the US D&O Liability Insurance System,it is concluded that the introduction of Corporate Entity Liability Insurance clauses to the contracts is one feasible way to solve the problem of liability and defense costs apportionment in relevant disputes.