Identify Issues In Do Insurance Policy

---
name: identify-issues-in-do-insurance-policy
task_id: corporate-governance/identify-issues-in-do-insurance-policy
description: Agents identify headline D&O coverage terms without flagging potential gaps in informal inquiry coverage before a formal investigation is opened, the insured-vs.-insured exclusion gap in a potential restructuring or insolvency scenario, change-of-control extended reporting period limitations, and whether witness-expense sublimits are adequate given current regulatory document-production obligations.
activates_for: [planner, solver, checker]
---

# Skill: D&O Insurance Policy Coverage Assessment — Risk Identification Memorandum

## 1. Subject-matter triage
- This is a comparative coverage-review task: read the policy form, placement summary, bylaws, inquiry or demand letters, and acquisition materials together.
- Separate current matters from forward-looking risks before analysis; if only one inquiry, demand, or transaction is actually in scope, say so explicitly and explain why.
- Distinguish informal inquiry, formal investigation, enforcement action, stockholder demand, derivative claim, and acquisition-related change-of-control consequences, because the trigger differs by form.
- Treat policy language as primary, but check bylaws and indemnification provisions for funding mismatches and defense-cost timing issues.

## 2. Failure modes the skill is correcting
- Reviews that summarize Side A/B/C headline terms without testing whether an informal regulator inquiry is covered before a formal order or investigation exists.
- Reviews that mention insured-vs.-insured wording without testing bankruptcy, insolvency, trustee, estate, or committee carve-outs.
- Reviews that note a change-of-control clause without measuring whether the extended reporting option is available, timely exercisable, and long enough for likely claims and investigations.
- Reviews that ignore witness-expense or subpoena-related sublimits even though the underlying record shows active document production or witness preparation demands.
- Reviews that fail to reconcile D&O coverage with bylaws or indemnification rights, leaving a funding gap between contractual indemnity and insurance recovery.
- Reviews that stop at description and do not state the consequence for defense funding, indemnity reimbursement, regulatory response, or post-transaction runoff protection.
- Reviews that assert coverage conclusions without tying them to the governing policy trigger, exclusion, endorsement, or controlling legal doctrine.

## 3. Legal frameworks / domain conventions that apply
- **Side A / Side B / Side C allocation:** Side A protects insured persons when the company cannot or does not indemnify; Side B reimburses the company for indemnification; Side C typically protects the entity only for defined entity claims, often securities claims.
- **Trigger analysis:** Coverage turns on the policy’s defined “claim,” “loss,” “wrongful act,” and investigation trigger language, not on the label used in a letter or memo.
- **Regulatory inquiry mechanics:** Some forms respond at the informal inquiry stage; others require a subpoena, Wells notice, formal order, or equivalent commencement event. Match the source document to the policy trigger.
- **Insured-vs.-insured doctrine:** The exclusion often bars claims by one insured against another unless a bankruptcy, insolvency, receiver, trustee, or similar carve-out restores coverage.
- **Change-of-control / runoff mechanics:** A change in control may terminate the current policy period or alter coverage conditions, while an extended reporting period may be the only practical runoff protection for pre-change acts.
- **Witness and investigation expense coverage:** If covered, these expenses are often subject to separate sublimits, consent conditions, and defense-cost allocation rules.
- **Policy and corporate-document coordination:** Bylaws, charter provisions, indemnification agreements, and advances of expenses should be checked against policy reimbursement and retention mechanics.
- **Controlling-authority citation discipline:** When a proposition depends on a statutory, regulatory, or doctrinal rule, identify the authority supporting it rather than stating the conclusion in free form.

## 4. Analytical scaffolds
- **Coverage map:** For each policy side, identify the limit, retention, principal trigger, and any special conditions that affect the current facts.
- **Document-to-trigger mapping:** For each inquiry, demand, letter, or acquisition event, map the document to the policy event that would activate or fail to activate coverage.
- **Definition review:** Analyze the definitions of claim, loss, insured person, investigation, securities claim, and change of control; flag narrowing language, exclusions, or hidden dependencies.
- **Exclusion inventory:** Review every exclusion that plausibly applies to the facts and note any carve-outs, severability protections, or advancement exceptions.
- **Gap analysis by scenario:** Test each likely scenario separately, including informal inquiry, formal regulatory action, stockholder or derivative litigation, insolvency-related claim, and post-acquisition runoff.
- **Sublimit adequacy check:** Compare each sublimit to the expected scale of witness preparation, document production, and defense activity reflected in the source materials.
- **Bylaws-policy reconciliation:** Compare the company’s indemnification and advancement promises against the policy’s reimbursement mechanics and exclusions.
- **Remediation framing:** For each material gap, state the type of fix that would address it: endorsement, supplemental policy, runoff election, notice practice, reserve planning, or corporate-document revision.

## 5. Vertical / structural / temporal relationships
- Identify whether the issue is current, contingent, or transaction-triggered.
- Track how a present inquiry may mature into a formal proceeding and how that timing affects coverage.
- Track whether a change-of-control event alters both the base policy period and the availability of an extended reporting option.
- Track whether insolvency or restructuring changes the claimant identity in a way that interacts with the insured-vs.-insured exclusion.
- Track whether corporate indemnification duties arise before insurance reimbursement, creating timing pressure on defense funding.

## 6. Output structure conventions
- Write the memo as a risk assessment, not a policy summary.
- Use a clear severity scale defined once at the top, and apply it consistently to every issue entry.
- Organize the body by risk category, with each entry containing:
  - the policy provision or document provision at issue;
  - the trigger or mismatch created by the source materials;
  - the scale or threshold implicated by the facts in the record;
  - the interacting clause, schedule, letter, or corporate document;
  - the downstream consequence for defense funding, indemnity, regulatory response, or transaction runway;
  - a concise remediation category.
- For any issue that turns on a legal rule, identify the controlling authority, regulation, or policy principle that supports the analysis.
- Rank issues by urgency so the reader can separate current-matter gaps from prospective recommendations.
- End with a Recommended Actions section that uses imperative verbs, names the responsible role, and ties each action to a deadline, notice window, closing date, inquiry milestone, or other source-based timing anchor.