BRYAN E. SPURGEON

Senior Associate

Why D&O Insurance Shouldn't Be Overlooked in Deals

April 9, 2026

D&O Tail insurance is one of those deal items that often gets less attention than it should. Even after a transaction closes, directors, officers, and business owners can still face claims tied to decisions made before the sale. A tail policy helps ensure they’re not left personally exposed for actions taken while running the business.

It’s not the most headline-grabbing part of a deal, but it plays an important role in overall risk allocation. Considering D&O tail coverage early can provide comfort to management, boards, and owners once the deal is done. For example, if a former executive or owner faces a claim years after a sale related to a pre-closing decision, a tail policy can cover legal costs and potential settlements thus avoiding personal liability and protecting the company’s leadership.

Tail policies can also help smooth negotiations. Buyers and sellers often spend significant time debating who bears the risk for future claims. Knowing that D&O tail coverage is in place can reduce tensions and give everyone confidence that past decisions won’t create future surprises. For executives, boards, and owners alike, it’s a practical way to preserve stability and peace of mind during what can otherwise be a stressful transition.

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