The ACORD 59 Directors and Officers Application collects the governance, ownership, financial, and litigation details needed to quote D&O liability insurance. D&O protects directors, officers, and managers against claims arising from management decisions, and it can matter just as much for private companies and nonprofits as for public corporations.
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D&O coverage is needed for: • Private companies with outside investors, lenders, or minority shareholders • Nonprofit organizations with boards of directors • Companies seeking venture capital or private equity investment • Businesses undergoing a merger, acquisition, or significant restructuring • Companies with independent contractors or advisory boards who have management authority • Any organization where directors or officers could face personal liability for management decisions
Gather the legal entity and ownership structure, annual revenue and financial statements, debt and liquidity information, board and officer list, outside investors, recent financing or acquisition activity, and the requested limits and deductible. Ask specifically about pending or prior litigation, regulatory investigations, shareholder disputes, employment claims, and management changes. Reconcile every answer with current financial documents before submitting the application.
D&O policies typically include three coverage parts:
Side A — Direct coverage for individual directors and officers when the company cannot or will not indemnify them. This is the most critical coverage — it protects the personal assets of executives.
Side B — Reimbursement to the company when it has advanced defense costs or indemnified directors and officers against covered claims.
Side C — Entity coverage for the company itself. For private companies, Side C typically covers securities claims. For nonprofits, it covers organization liability.
Side A coverage is the foundation — if an individual director faces a claim and the company refuses to indemnify or is insolvent, Side A is what protects that person's personal assets.
Complete one real commercial submission at no cost. AgencyAssist helps collect client information, identify missing underwriting details, and prepare ACORD forms.
D&O underwriters focus on:
• Company ownership and capital structure (who owns the company, are there outside investors?) • Financial condition of the company (revenue, profitability, debt level) • Pending or prior claims, litigation, or regulatory investigations • Recent significant transactions (acquisitions, disposals, financing rounds) • Industry and business model risk factors • Description of the board of directors (size, composition, independence) • Whether the company has experienced significant management changes • Whether there are any shareholder disputes or minority owner conflicts
Nonprofit D&O is a distinct segment. Nonprofit board members are volunteers who often don't realize they have personal liability for their governance decisions. Claims against nonprofit boards can arise from:
• Breach of fiduciary duty (failure to oversee finances properly) • Employment decisions (hiring, firing, executive compensation disputes) • Program decisions that harm beneficiaries • Conflicts of interest among board members • Grant compliance failures
Many nonprofits have D&O coverage bundled with management liability or directors and officers policies specifically designed for nonprofits. The ACORD 59 or a separate nonprofit D&O application may be used depending on the carrier.
Assuming small private companies don't need D&O — minority shareholder claims and lender claims are common
Not asking about pending regulatory investigations or shareholder disputes before binding
Overlooking Side A coverage — the most important protection for individual executives
Not mentioning D&O to nonprofit clients whose board members have significant personal exposure
Not disclosing recent financing rounds or investor agreements that could give rise to investor claims
Send your client a plain-English intake link. When they finish, the completed ACORD 59 and all required companion forms are generated and ready to submit.