Who sues private companies
Employees (EPL), investors (securities and fiduciary claims), competitors (antitrust/unfair competition), regulators, and creditors in insolvency.
- EPL is 60%+ of private D&O claims
- Investor claims spike after down rounds and failed exits
- Bankruptcy trustee claims against directors are covered only with the right insured-vs-insured carve-back
Capital raise coverage
A private placement under Rule 506(b) is a securities offering. Misstatements in the PPM or deck are securities claims.
- Confirm no 'securities exclusion' or that private offerings are carved back
- Notify the carrier of the raise; some require an endorsement
- Side A for founders who may be individually named
Structure and limits
Limits should reflect assets, revenue, and cap table complexity.
- $1M–$3M for < $10M revenue closely held
- $3M–$5M with outside investors
- $5M–$10M pre-IPO or > $50M revenue
- Separate EPL limit if headcount > 100