Most Common Complaints Against Corporate Directors & Officers & How Our Firm Can Help

Tue Oct 31st, 2023 on     D&O Insurance,    

Our firm, Ver Ploeg & Marino (VPM), is committed to representing policyholders. With almost three decades of experience, we are well-versed in insurance-related legal matters. We understand the issues faced by corporations and their directors and officers and provide unparalleled representation when coverage disputes arise. Contact us to speak with a Miami insurance litigation lawyer.  

While many different types of complaints arise against directors and officers, resulting in coverage disputes, some are more commonly seen than others. 

Common Complaints Against Directors & Officers


Directors and officers are required to accurately represent their company’s data to investors. This includes liabilities and assets as well as other pertinent information. When investors rely on representations that have been made and consequently suffer a loss, they may pursue a claim against the directors and officers. For example, if a director or officer deliberately misrepresents the financial position of a corporation while negotiating a contract or while communicating with investors, they may face a claim for misrepresentation.    

Breach of Fiduciary Duty

Directors and officers of companies are under a fiduciary duty when it comes to the management of a corporation. Generally speaking, they are obligated to act in good faith and keep the interest of the corporation at the forefront of all their decisions. They must also use their best judgment while placing the needs of the corporation above their own. When corporations go bankrupt or face financial problems, stockholders can allege that the directors and officers breached their fiduciary duty. Even if these claims are without merit, defending against them can be time-consuming and costly, and having a Miami insurance litigation lawyer on your side when disputes arise can be beneficial.   

Employee Allegations

Officers and directors tend to think externally when they contemplate the possibility of claims being made against them. However, many times, the source of claims made against directors and officers comes from employees of the corporation. Employees may claim breach of contract or discrimination among many other possibilities. Defending against these claims can be costly, and when an employee is seeking to hold corporate officers and directors liable for their alleged maltreatment, D&O insurance is designed to provide the coverage needed by the officers or directors. When the insurance company disputes this coverage, a Miami insurance litigation lawyer from VPM may be able to help. 

Competitor Exposure

Part of the duty to keep the well-being of their corporation foremost means that directors and officers must encourage and pursue the growth of the company. However, this must be done in ways that are legal and ethical. When a director or officer takes an action that others perceive to be wrongful, they may have legal action brought against them. For example, if an officer or director is thought to have misappropriated trade secrets in an attempt to further the growth of the corporation, they may face a claim from a competitor. 

How VPM Can Help

Disputes involving D&O insurance policies are generally complex and require counsel who is astute and understands this area of the law. At VPM, a Miami insurance litigation lawyer will assist with the entire process. First, we meet with you to gain an understanding of how your corporation operates and what has given rise to the claim made against you in your professional capacity. Having a complete and full understanding of the business, the complaint, and your responsibilities is key to our understanding of what you are facing. We will also go through your D&O insurance policy to gain a thorough appreciation of what it covers so a Miami insurance litigation lawyer from our firm can help you with your coverage dispute.

In our experience, disputes involving D&O liability coverage often revolve around two core issues: (1) whether the directors’ and officers’ actions are covered under the policy and (2) whether the damages qualify as covered “loss” under the language of the policy. Understanding whether or not actions taken by directors and officers are covered under the terms of the policy is where we shine. We have years of experience in interpreting policy language as well as governing laws and regulations. Many times, the key issue is whether or not a policy exclusion applies. A Miami insurance litigation lawyer from our firm will study the policy and challenge any unfair attempt by the insurance company to deny your claim for coverage. We know how to challenge improper exclusions to best support your ability to have your claim honored and not denied.

When insurers deny claims for the reason that the loss is not covered, we investigate the reasons given to determine the legitimacy of the denial and are fierce advocates for our clients. 

Parties That Make Claims Against Directors & Officers

Claims against directors and officers can arise from many different sources, including:

  • Shareholders: Shareholders unhappy with the performance of directors and officers may bring claims against them in their personal capacity.
  • Investors: Investors may bring a claim against officers and directors for issues regarding their compensation or inaccurate disclosures.
  • Employees: Employees are a leading source of claims made against directors and officers. Claims may include discrimination or wrongful dismissal, among others.
  • Consumer Groups: Consumer groups can allege dishonesty, lack of product quality, or deceptive trade practices.
  • Customers: Customers often bring claims against directors and officers for issues such as refusal to extend credit to them. 
  • Competitors: Competitors pursue claims against directors and officers for matters including misappropriation of trade secrets and collusion. 
  • Creditors: When a corporation becomes unable to pay its debts, creditors may look to the directors and officers and try to hold them personally responsible for the compensation they are owed.   

Speak With A Miami Insurance Litigation Lawyer At VPM 

If you or your company is involved in a coverage dispute involving a D&O insurance claim, contact VPM and speak with a Miami insurance litigation lawyer. We are experienced attorneys who only represent policyholders and we are here to help. We may be reached via our contact page.  

Super Lawyers
Florida Legal Elite
Top Lawyer - South Florida Legal Guide
Association of Corporate Counsel - South Florida Chapter
Back to top