Navigating the D&O Maze.

• Author: Hayes, Bruce D.

Published by Browne & Co. Inc., New York, 47 pages, $5.00

Since the mid-1980s, numerous articles and books have been written on the topic of directors' and officers `liability. While many of the articles have been filled with valuable information, I've often wondered why those experienced in the field of D&O have not tried to articulate and dissect, in as clear a fashion as possible, the insurance contract mechanisms available for directors and officers. Stephen Weiss, in his book, Navigating the D&O Maze: A Handbook for Purchasers of Directors `and Officers' Liability Insurance, simplifies for the buyer many of the most critical elements that need to be considered when purchasing D&O liability insurance.

What I find particularly beneficial in the book is its complete dedication to the insurance aspect of D&O liability. Previous attempts have often combined a discussion of the legal liabilities, as developed through case law and statute, along with insurance available in the market. Inevitably, when both topics are combined, one is left with a sense of bewilderment about what the product is intended to cover. Weiss, who is a partner in the Washington, D.C., office of the Holland & Knight law firm, remains committed to a concise and practical discussion of the implications of specific coverage offered without lengthy legal references and complicated jargon.

Eleven of the 14 chapters in the book discuss noteworthy policy provisions of coverage issues, and Weiss offers suggestions as to what policy language is most beneficial to the policy holder. His analysis of "allocation and entity coverage" is particularly straightforward and on target with the markets' approach to the most historically severe risk -- securities claims. Weiss articulates in four pages what articles many times that length fail to communicate to the reader. His discussion of settlement provisions in policy forms is done with equal clarity and with appropriate advice provided to the buyer.

With employment-related claims on the rise and the tendency for some clients to consider covering claims against employees and the corporate entity for employment-related actions within the D&O policy, Weiss suggests that management proceed with caution. While in the final analysis such a decision may seem like the right thing to do, the decision, says Weiss, "should be made at the senior-most officer level...