Glossary / Policy structure / Side C Coverage (D&O)

Side C Coverage (D&O)

Also known as: Side C · Entity Coverage · Company Securities Coverage

Policy structure DICEE: Insuring Agreement

D&O coverage that protects the company itself for securities claims brought against it.

Side C is the part of a D&O policy that covers the company as an entity—not just its individual directors and officers. In public company D&O, Side C is typically limited to securities claims (e.g., shareholder lawsuits alleging the company misrepresented its financial position). For private companies and startups, Side C is often broader—depending on the carrier and policy form—and may cover a wider range of claims against the entity, including employment practices, regulatory investigations, and breach of fiduciary duty claims brought against the company itself.

Where you'll see it

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Why it matters for your business

  • For startups, Side C often provides broad entity coverage—not just securities claims—making it a valuable part of the D&O policy.
  • Shares the same policy limit as Side A and Side B, so a large entity claim can erode coverage available for individual directors and officers.
  • Investors and VCs pay close attention to Side C because it affects how much D&O limit remains to protect board members.
  • Some carriers offer separate or higher limits for Side A to prevent Side C claims from consuming all available coverage.

People also ask

What is Side C coverage in D&O insurance?

Side C is the part of a D&O policy that protects the company itself, not just individual directors and officers. For public companies, Side C typically covers only securities claims against the entity. For private companies and startups, Side C is often broader and may cover various claims brought directly against the company alongside its leadership.

Do startups need Side C D&O coverage?

Yes, startups should include Side C coverage. While public company Side C is limited to securities claims, private company Side C often provides broader entity coverage for employment practices, regulatory actions, and other claims. This protects the company's assets when it's named alongside directors and officers in a lawsuit, which is common in startup litigation.

What does Side C cover for private companies?

Side C for private companies is broader than for public companies. While public company Side C is restricted to securities claims, private company Side C often covers the entity for employment practices liability, regulatory investigations, and other claims where the company is sued alongside its directors and officers. Coverage scope varies by policy.

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Definitions are educational and may be modified by your specific policy language, endorsements, and state rules. For regulatory guidance, refer to the California Department of Insurance or the NAIC.

Reviewed by Andrei Craciunescu, CA Licensed Insurance Broker #4467994

Last updated: July 2026.