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Unleashing a Gatekeeper: Why the SEC Should Mandate Disclosure of Details Concerning Directors' & Officers' Liability Insurance Policies

42 Pages Posted: 25 May 2005  

Sean J. Griffith

Fordham University School of Law

Date Written: March 24, 2005

Abstract

This Essay explores the connection between corporate governance and D&O insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, D&O insurance premiums provide the insurer's assessment of a firm's governance quality. Most basically, firms with good corporate governance pay relatively low D&O premiums while firms with worse corporate governance pay more. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the signal is not being sent. Corporations lack the incentive to produce this disclosure themselves, and U.S. securities regulators do not require registrants to provide this information. This Essay therefore advocates a change to U.S. securities regulation, making disclosure of D&O policy details - specifically premiums, limits and retentions under each type of coverage, as well as the identity of the insurer - mandatory.

Keywords: Corporate governance, insurance, director, officer, liability, gatekeeper, mandate, disclosure, litigation

JEL Classification: K00, K22

Suggested Citation

Griffith, Sean J., Unleashing a Gatekeeper: Why the SEC Should Mandate Disclosure of Details Concerning Directors' & Officers' Liability Insurance Policies (March 24, 2005). U of Penn, Inst for Law & Econ Research Paper No. 05-15. Available at SSRN: https://ssrn.com/abstract=728442 or http://dx.doi.org/10.2139/ssrn.728442

Sean J. Griffith (Contact Author)

Fordham University School of Law ( email )

150 West 62nd Street
New York, NY 10023
United States

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