# mprunderwriting --- ## 2026 Webinar: The New Rules of MGA Success URL: https://www.mprunderwriting.com/insights/2026-webinar-the-new-rules-of-mga-success/ Date: 2026-07-29 Type: Post Tim Jones, director at MPR Underwriting, recently joined an expert panel hosted by Insurance DataLab to discuss the future of the UK MGA market. The webinar explores the key opportunities and challenges facing MGAs, including growth, profitability, talent, broker and capacity relationships, regulation, and the increasing role of data and technology in driving performance. https://www.youtube.com/watch?v=TxLD7Q5hq2A While data, analytics and technology are transforming the insurance landscape, the webinar highlights the continued importance of human expertise, strong relationships and experienced underwriting talent in driving sustainable success. The most successful MGAs are combining technological innovation with human intelligence, judgement and market insight to deliver stronger outcomes for clients, brokers and capacity providers alike. --- ## MPR Hi – Practical Support for Placement Decisions URL: https://www.mprunderwriting.com/insights/mpr-hi-practical-support-for-placement-decisions/ Date: 2026-07-14 Type: Post At MPR Underwriting, we believe the best outcomes are achieved when efficient placement strategies are supported by access to knowledgeable underwriters who can provide context to decisions and challenge assumptions, helping our brokers find practical solutions when risks are anything but straightforward. --- ## Management Liability Run Off: A Section by Section Review URL: https://www.mprunderwriting.com/insights/management-liability-run-off-a-section-by-section-review/ Date: 2026-06-30 Type: Post The advent of Management Liability (“ML”) policies has created easy to transact, dynamic solutions for financial lines insurance. At the same time, some of these products can lack precision in critical areas, not the least of which is what happens following an acquisition or transaction event. This ranges from having no run off options at all, to paying for run off on sections of cover that might be perceived as unnecessary or of no value to the selling parties. Central to the understanding of run off is that it is the organisation that buys Directors & Officers (“D&O”)/ML cover for the management group, so it is the policyholder, not the individual directors, that controls the policy. In addition, and under normal circumstances, if the policyholder is acquired during the policy term, cover typically continues until what would have been the renewal date, but only in respect of wrongful acts or events occurring prior to the transaction. What is reviewed here is what can/should happen next: **Directors & Officers Liability Section of Cover** The case for run off here is well established and [covered in detail separately](https://www.mprunderwriting.com/insights/do-run-off-explained-why-6-year-pre-quoted-cover-is-vital-including-claim-examples/).The benefit here rests overwhelmingly with the sellers/former directors, who retain personal exposure but no longer control the company and cannot rely on future indemnification. Options should be built into the policy as a pre-priced 6 year option with no conditions or underwriter intervention and there is no case for this not to happen. The option should also exist to only pay a multiple of the premium for this section, rather than the whole policy. **Corporate Legal Liability (“CLL”) Section of Cover** One organisation acquiring another through a share purchase “steps into the shoes” of the acquisition target. The purchaser assumes no personal liability and acquires the organisation, together with the debts and obligations (including litigation, both known and unknown) at the time of the sale with the legal entity remaining the same. So, the focus (and exposure) will be on the risks that are [within scope of CLL cover](https://www.mprunderwriting.com/insights/entity-cover-explained/), but which have not manifested at the time of the acquisition and which crystallise afterwards. Due diligence will help, but it is not foolproof. Unlike the D&O section of cover, which exists to protect outgoing directors and their interests, the position with CLL is more opaque. Post sale, the organisation that has been bought will still be the policyholder of the ML contract, so any policy benefits under this section of cover will accrue primarily to the buyers, typically through defence costs. It is not the purpose of the ML policy to manage the intricacies of who has agreed to what (this is the role of the Sale and Purchase Agreement (“SPA”)) but, unlike D&O, CLL/Entity cover run-off primarily protects the interests of the buyers, not the sellers, in a situation where the act complained of took place prior to the sale, but which is reported afterwards. This introduces an absolutely critical point, which is the approach of some insurers to combine the D&O section limits with those of the entity. This can represent a [material structural weakness, particularly in scenarios where both entity and individuals face concurrent claims](https://www.mprunderwriting.com/insights/why-a-combined-do-and-entity-cover-limit-might-not-be-a-good-idea/), but where run off cover is bought it can lead to serious conflicts of interest, as directors of the sold business compete for cover that accrues to the benefit of the new owners. It is hard to imagine a director will be thrilled to learn they might face a ‘race to policy proceeds’ in scenarios where the organisation and a director are named together. Even outside of the run off discussion, this remains one of the most significant architectural defects in ML policies but, in run off, the change in ownership creates a whole new dynamic that cannot be changed. We know from experience that claims [can simultaneously hit both entity and individuals](https://www.mprunderwriting.com/insights/management-liability-loss-examples-directors-officers-and-company-entity-sections-compendium/), and some directors may view CLL run off as important for case strategy alignment. However, the reality is that most directors will only be interested in their own defence, especially when it is the case that the co-defendant organisation is now owned by the buyers, who may have different views on access to policy limits, defence arguments and choice of lawyer. Having a combined limit means the section of cover can be accessed and depleted by parties other than the outgoing management group. Even where an [order of payments provision](https://www.mprunderwriting.com/insights/order-of-payments/) exists in the policy (it does not in many), the policyholder owns the policy, not the directors, so tensions remain, particularly where limits may be considered insufficient (they cannot be amended on run off) and multiple insured parties may seek access simultaneously. The separate section of cover structure eliminates this risk of competition for cover. **Employment Practices Liability (“EPL”) Section of Cover** The “3 months minus 1 day” rule is a key theme in UK employment law for bringing most claims in an Employment Tribunal. Legally, the clock starts from the date of the relevant act being complained of (not the following day), so the 3 month period ends the day before the same date, three months later. That may seem tight, but the intention is to resolve disputes quickly as witnesses may leave, memories fade and documents/emails will be harder to trace. It also gives certainty to employers and gives a clear cut off point and is central to the decisions made around run off. Broadly the same considerations apply here as they do for the entity section in that any cover post-acquisition/transaction accrues to the benefits of the new owners. Even though the 3 month rule exists, there are safety valves built into the tribunal system. Tribunals can extend time where it is “just and equitable”, although this is rare (mostly severe and complex claims). It might also be the case that the conduct complained of occurred before and after the transaction. Even so, it would be unusual for claims to emerge much beyond the 3 month date and, given this, it is often unnecessary for run off to extend beyond what would have been the ordinary renewal date. To the extent this does happen, one year options are most common. Again, in essence, this is typically the sellers spending their money on cover for the buyers. There is a technical argument that claims relating to pre-acquisition conduct might be notified, especially in areas like discrimination or TUPE related issues, at a much later date, but 6 years appears to be disproportionate, particularly given the reasons for the 3 month rule in the first place. **Employee Theft/Crime Section of Cover** Crime run off is arguably the section of cover that presents the clearest paradox, in that it potentially gives rise to a ‘windfall’ claim for the new owners, even though it would be the former owners that paid for the cover and suffered the loss. Most crime sections/covers are written on a ‘losses discovered’ basis, so the policy trigger is when the loss is discovered rather than when it occurred. Cover will therefore exist for pre-transaction acts that are discovered after that event but prior to what would have been the renewal date of the policy (and for longer run off periods if purchased or cover is bundled together with the D&O). The share sale does not extinguish the fact that loss occurred and that the organisation sustained it. It might seem unfair that the former owners suffered the economic consequences of that crime (through a lower price due to stolen assets), but as the policyholder remains the same it does not matter that the buyer paid fair value (net of the stolen assets) and the employee crime insurance responds to that loss of property of the insured, not any associated shareholder value. The most appropriate way to address this apparent unfairness would be through the SPA to re-route indemnity if losses covered by insurance are discovered post sale. Regular and common ‘Change of Control’ clauses will preserve cover for pre-sale acts, so cover is usually intact but payment will be to the organisation as the policyholder, not the former shareholders, who have no direct right under the policy. So, in the absence of this deal structuring through the SPA the seller bears the economic loss (via price reduction) and the buyer gets the insurance recovery. The logical observation here is that run off is of little benefit to the selling shareholders, so the purchase, or pricing into the run off of crime cover produces little or no value to them. Policies do not address the nuance of transactions and are much simpler creatures and crime insurance is not a seller protection tool unless the SPA makes it one. In the absence of this, the proceeds from the insurance policy will follow legal ownership, not the economic one, so whoever owns the company at the date of the discovery of the loss is entitled to any recovery and run‑off preserves this position. In practice, the only true seller protection in a run off scenario is under the D&O section of cover. On the remaining sections, the seller effectively pays (if the premium is bundled rather than being split out per head of cover) but the buyer gets operational protection (CLL and EPL). Under the crime section, the seller pays but the buyer will get the value transfer. For that reason, consideration and options need to be given separately for each module of cover, especially as the amounts in question will not be insignificant and may be of no benefit to the seller who is paying the premium. **What about the ‘unused’ premium from the policy that is in force?** One common question linking in to this is whether, if the transaction happens in the middle of the policy, there is an ‘offset’ of the unexpired premium against the cost of the recommended 6-year run-off. The truth is that there is logic to the argument about ‘overlap’ of (in this example) the remaining 6 months of the original policy period. However, selling an organisation/company is not the same as selling an everyday asset, so if a transaction is likely to happen shortly after renewal, that expectation is material and should be disclosed. Instead of writing a regular annual policy, the insurer would extend the policy or agree a short period charge to the transaction with pre-agreed run-off multiples. Here, the pricing and structure anticipates the transition to run-off, rather than pretending the full 12 month risk exists in the usual way. If no transaction is imminent, the renewal premium assumes the ‘normal’ risk environment. A transaction part way through the policy year can change the risk profile with the argument here being that could in itself constitute a material/potentially chargeable change. Pre-quoted run off rates are not transaction or date specific, but are drawn from insurer experience and portfolio pricing models based on mid-year/late year and a range of acquisition based risks (M&A activity is known fertile ground for many D&O fiascos). So, whilst the argument for the offset or ‘unused premium’ may have some intellectual and technical merit, the position is that this is averaged into the rates that are set, much in the same way as annual policy pricing. This is particularly relevant where run off pricing is expressed as a multiple of the only the D&O premium, rather than the full policy. It is worth remembering that all transactions are unique and there is no perfect pattern. Close examination of the chosen policy is needed, not just for the policyholder, but also for subsidiaries that have been, or may, be divested. In practice, it is often during or after the transaction that weaknesses in ML policy frameworks are identified. --- ## e-traded Management Liability: On-line Limits URL: https://www.mprunderwriting.com/insights/e-trade-carefully-management-liability/ Date: 2026-06-30 Type: Post More brokers are turning away from the placement of Management Liability (“ML”) through on-line systems, in favour of underwriting led solutions. Having the comfort of high-quality products and a diligent and structured process, whilst retaining many of the advantages of e-trade, is providing positive outcomes for brokers. Examples appear all the time, underlining the reasons for this preference. These include: ## 1. No option for automatic run off: The [case for run off](https://www.mprunderwriting.com/insights/management-liability-run-off-a-section-by-section-review/) and ‘best advice’ for a 6-year period of cover following a transaction is well documented. There is no established market for standalone run off, so if no option exists within the in-force policy, it is almost impossible to buy it on any commercially viable basis. Having a pre-quoted, nonnegotiable option, is vital. ## 2. Insured Persons were not covered: A policy had been in place for 3 years. At the 4th renewal, underwriters reviewed the risk and confirmed that those seeking cover under the policy were not, and would not have been, covered by the definition of ‘Insured Person’. ## 3. Bought by EOT over 2 years ago: An e-traded risk was reviewed by an underwriter. The policyholder had been the subject of purchase by an Employee Ownership Trust over 3 years previously. Not only was the policy in the wrong name, the transaction clause had also been triggered and the renewal statement of fact was inaccurate, 3 times over. ## 4. One thief, forty thefts: A warehouse operative on a temporary contract repeatedly stole property from the policyholder. Not only were they not recognised as a covered person, but it would also have been a requirement that the police were notified, and each individual act of theft was to be treated as a separate claim, with a deductible to be applied to each one. ## 5. Wrong Business Description: The business description selected was ‘management consultant’. The risk was actually a venture capital firm. Failure to adequately capture the business description, particularly if there is more than one activity, is a persistent issue on e-traded ML policies. --- ## Why a Single Policyholder is Optimal on ML Policies URL: https://www.mprunderwriting.com/insights/why-a-single-policyholder-is-optimal-on-ml-policies/ Date: 2026-04-13 Type: Post A simple ‘Policyholder’ word search of a ML/D&O policy will identify the obligations, rights and responsibilities that vest there. Many of these are core contractual provisions but all are important and will be affected by having more than one organisation named. These include: - The ‘Authorisation Clause’ – in most ML/D&O policies the policyholder is deemed to act on behalf of all those insured under the policy in areas such as the giving and receiving of notice of claims, the payment of premiums and the receiving of any return premiums that may become due, so they play a pivotal and crucial role in the operation of the policy; - Termination – this is triggered by notice from the policyholder. With multiple organisations, the broker must ensure instruction comes from all of those listed, which may be complicated, or even impossible, in order to ensure the instruction has the necessary authenticity; - ‘Transaction on insolvency’ clauses (not a feature in MPR policies, but common across the market) – in line with the previous point, if one of the policyholders enters an insolvency procedure, cover stops for ‘the policyholder’, so those that remain solvent, and in need of cover, may have no go-forward protection; - Merger and acquisition provisions – in another variation on this theme, if the policyholder is acquired, this will trigger a cessation of cover/run off across the policy, so acquisition of one of the policyholders can force other joint policyholders into a cessation of cover; - Any adjustment to the policyholder title may affect/remove run off cover for retired insured persons. In simple terms, the existence of multiple policyholders not only interferes heavily with the mechanics of ML/D&O policies but it can also create conflicts on claim, not least if one policyholder is in dispute with another. This may complicate resolution and can reduce protection for the individuals the policy is designed to protect. Best practice will always be to have a separate policy for each organisation. Accepting that there are sometimes cases to be made for [adding organisations from outside a group structure](https://www.mprunderwriting.com/insights/adding-associated-companies-to-management-liability-policies/), the optimal approach is always to have a single policyholder. Subsidiaries will be covered automatically through the policy architecture and ‘associated’ companies can be added through an endorsement, subject to criteria that makes sense for the insurer, broker and all of the potential parties to the policy. --- ## Why a Combined D&O and Entity Cover Limit might not be a Good Idea URL: https://www.mprunderwriting.com/insights/why-a-combined-do-and-entity-cover-limit-might-not-be-a-good-idea/ Date: 2026-04-13 Type: Post A common feature in Management Liability (“ML”) policies is the combination of the Directors & Officers (“D&O”) cover section with that of cover for the entity that employs them. The primary intention of D&O insurance is to protect the personal assets of directors and officers when they face claims alleging wrongful acts. Given this as the start point, it can seem odd that the directors and the organisation (entity) might share a single, blended limit for any given claim, or claims with the same originating cause. This could lead to scenarios where claims are made against the organisation initially, or both the organisation and a director(s), which erode or even extinguish the protection available for the individuals (often the most important purchase motivation behind ML). Without separate sections of cover, no guarantee can be given to directors/officers on availability of limits at a time when they might need it the most. Digging a little deeper, there are more issues to tackle beyond this obvious competition for the same limit. Combining sections of cover may not simply merge limits, it might materially change how exclusions, definitions, [allocation](https://www.mprunderwriting.com/insights/allocation-in-d-o-policies/) provisions and other operative clauses function. D&O and [entity sections](https://www.mprunderwriting.com/insights/entity-cover-explained/) of cover typically have separate sets of exclusions because they insure different parties for different exposures. When two cover grants sit side by side in the same insuring clause or limit structure, exclusions have the potential to apply more broadly. With a single set of exclusions, it can potentially be the case that exclusions intended to apply only to entity claims may ‘travel’ to apply to claims against individuals because of the policy architecture. It is without question that more exclusions apply to entity sections of cover than to D&O, so the base case for having a single limit with a single set of exclusions is a weak one. In a co-defendant (a director and entity) scenario, it can be technically difficult to split out the application of an exclusion and ambiguity can exist around which set of exclusions govern the claim. Conduct exclusions to the D&O section are significantly more generous that those that apply to the entity and is a worrying area of potential leakage. Additionally, the severability and non‑imputation provisions differ materially which could result in friction and a greater scope for cover challenges. It might be that the ambition of those contracts that take this approach was to achieve a briefer, more digestible product, but this is a technical class of cover and a short cut solution is unhelpful. The flight path of ML claims can often be difficult to predict. It might even be the case that fellow board members will prioritise the allocation of the available funds in favour of the entity/organisation, depending on the wrongful act complained of. Even with a [priority of payments provision](https://www.mprunderwriting.com/insights/order-of-payments/) (which many products still lack), there can be little argument against the idea that best practice is to maintain separate, dedicated cover sections and limits. A combined section of cover may not only merge limits, it may merge exclusionary regimes, and this can never be as clear or beneficial as stating each limit and each section of cover independently of one another. This way, directors always have a clear, ring‑fenced limit available to them and the entity’s own claims should not impact the protection afforded to individuals. --- ## MPR Hi – Human Intelligence. Dedicated Service URL: https://www.mprunderwriting.com/insights/mpr-hi-human-intelligence-dedicated-service/ Date: 2026-03-23 Type: Post While automation and AI offer valuable benefits, we believe that financial lines insurance demands HI - Human Intelligence – the kind shaped by deep experience, sound judgement and expert oversight to navigate complex, nuanced decisions. That is where the calibre of our underwriting team shines. Experienced enough to understand the situation, engaging and listening to the requirements and capable of making a decision. Humans who are invested, and who care about client relationship and requirements. This is where real service resides. --- ## Podcast: The Value of Chartered Status URL: https://www.mprunderwriting.com/insights/podcast-the-value-of-chartered-status/ Date: 2026-02-25 Type: Post Neil McCarthy was a guest on The Journal Podcast, sharing what it truly means for MPR to be a Chartered Insurance Underwriting Agent and exploring the difference it makes inside firms, the impact it has on customer relationships, and why it continues to be a gold standard for integrity in insurance. [CIIgroup](https://soundcloud.com/ciigroup "CIIgroup") · [Episode 212 - The Value of Chartered Status](https://soundcloud.com/ciigroup/episode-212-the-value-of "Episode 212 - The Value of Chartered Status") Achieving Chartered status isn't just a badge, it's a public commitment to the very highest professional and technical standards. With more than 300 MGAs operating in the UK, and fewer than 5% holding Chartered status, this accreditation truly sets firms apart, giving brokers and clients yet another clear reason to choose, and trust, us with confidence. We’re proud to be among the select few MGAs recognised as Chartered Insurance Underwriting Agents. --- ## Management Liability Loss Examples (Directors & Officers and Company/Entity Sections) Compendium URL: https://www.mprunderwriting.com/insights/management-liability-loss-examples-directors-officers-and-company-entity-sections-compendium/ Date: 2026-02-03 Type: Post After almost 10 years since MPR was established, we have witnessed many Management Liability (“ML”) claims. The loss landscape continues to deliver some old favourites, but new themes have emerged. Whilst all will be context dependant, they illustrate the variety of risks to which all trades and sectors are exposed and demonstrate the potential value in a high quality, human underwritten, ML solution. Claims are broken down by area of cover, including those which trigger both the Directors & Officers Liability and Company (Entity) sections – highlighting the importance of not having these limits blended together, as many policies do. They also specify the trade/sector of the policyholder. ## SECTION 1 - Directors & Officers Liability Claims ### 1) Private Limited Company **Trade/sector: Manufacturing** **Cover Section Operative: Directors & Officers Liability** The policyholder entered administration. It was alleged they owed money for services they had received and that a former director of the policyholder had personally assured the claimant, in front of witnesses, that he would pay any debt which the policyholder was unable to pay. The director denied making the statement. The appointed solicitor believed allegations made were vague and poorly articulated with no legal claim set out. Section 4 of the Statue of Frauds Act 1677 provides that a guarantee must be in writing and signed by a director, but the claim was aggressively pursued. The demand was successfully defended, with costs in excess of £15,000. ### 2) Private Limited Company **Trade/sector: Treatment and Disposal of Waste** **Cover Section Operative: Directors & Officers Liability** Nine officers from the Competitions and Markets Authority raided the head office of the policyholder. This followed a court order requesting seizure of IT equipment and papers. The investigation focussed on alleged price fixing and collusion under Section 26 of the Competition Act 1998 and the restriction of market share. Only 24 hours was allowed for responses to be submitted. The policy paid £47,000 in costs for the directors targeted. ### 3) Private Limited Company **Trade/sector: Building/Construction** **Cover Section Operative: Directors & Officers Liability** A director, who was also a shareholder, was dismissed for gross misconduct, along with his wife, who was an employee. Along with employment tribunal claims for unfair dismissal (managed under the [Employment Practices](https://www.mprunderwriting.com/products/employment-practices-insurance/) section of cover), an unfair prejudice claim under the Companies Act was filed, attempting to force the purchase of shares. On complex claims such as these, it was important to ensure a law firm with the necessary level of experience was appointed. Although costs of the claim were in excess of £250,000, these could have been much higher had solicitors unfamiliar with this type of claim managed the case. ### 4) Partnership **Trade/sector: Legal Services/Solicitors** **Cover Section Operative: Partners, Members, Directors & Officers Liability** Although employment claims will [almost always be paid under covers for the employing entity](https://www.mprunderwriting.com/employment-practices-cover-in-do-policies-and-in-insolvency-scenarios/), on occasion they can trigger D&O sections of cover. In this case, a claim brought by an employee for injury and discrimination (most typically where these triggers occur) named an individual director. Although the claim amount was £25,000, over £75,000 defence costs were paid under the policy. ### 5) Private Limited Company **Trade/sector: Engineering & Fabrication** **Cover Section Operative: Directors & Officers Liability** The policyholder received a letter of claim against a director from their former Chairman asking for outstanding fees to be paid. The fees related to a fund raising and were documented within the board minutes, which the claimant had written himself. The minutes stated the fees were to be paid within 10 weeks of the close of the raise. However, the fundraising had taken longer than expected and was also incomplete, leading to a disagreement over payment. Costs to defend the position of the director, which was considered to be strong, still exceeded £25,000. ### 6) Private Limited Company **Trade/sector: Manufacturing** **Cover Section Operative: Directors & Officers Liability** The policyholder sued a competitor for infringing their patent. The competitor refuted the allegations and responded by countersuing the director of the policyholder on the basis that he was the person who signed the letter to their customers to make them aware of the dispute and the products which were said to have been infringed upon. Costs were over £150,000. ### 7) Private Limited Company **Trade/sector: Packaging** **Cover Section Operative: Directors & Officers Liability** Directors of the policyholder received a letter from solicitors instructed by liquidators claiming misfeasance, unlawful preference and breach of duty. It was alleged directors failed to make provisions for the fact that the cash management strategies might not have been allowable and that movement of funds within the group had deliberately put funds out of the reach of creditors. Although some costs were not able to be recovered under the policy, costs of £250,000 were paid during the course of the claim. ### 8) Private Limited Company **Trade/sector: Sports** **Cover Section Operative: Directors & Officers Liability** The administrators wrote to directors notifying them of circumstances that may lead to a claim from them, subject to further investigation. These included payments made for no commercial purpose, the transfer of £1.5 million which was made for no apparent consideration and in breach of the directors' fiduciary duties and the surrender of long term leases for no commercial benefit, again in breach of their duties. Defence costs of £48,000 were incurred even though no claim followed. ### 9) Private Limited Company **Trade/sector: Transportation & Haulage** **Cover Section Operative: Directors & Officers Liability** The claimant alleged that the defendant director had deliberately marketed themselves as a company owned by the claimant and traded on the reputation and goodwill of that company. They issued proceedings demanding the court enforce a name change and issue an acknowledgement that the defendant company was in no way related to the claimant's business. Defence costs and settlement totalled in excess of £100,000. ### 10) Private Limited Company **Trade/sector: Manufacture of Industrial Equipment** **Cover Section Operative: Directors & Officers Liability** Three minority shareholders threatened legal proceedings against the directors of the policyholder for Unfair Prejudice under s.994 of the Companies Act. The main allegations were that fundraising rounds were not genuinely required and were actually designed to dilute their shareholdings (even though the claimants had full rights to participate in the share issues but chose not to). The allegations were strongly denied but the claimants pushed for the purchase of their shares and for compensation. Despite barrister advice that the claimants cases was weak, with little chance of success if it were to proceed to court, the claimants persisted. Costs of the claim were over £300,000. ### 11) Club/Association **Trade/sector: Sports** **Cover Section Operative: Trustees, Directors & Officers Liability** A member was removed from the committee of a club because of their conduct. A claim alleging unfair treatment followed. Shortly afterwards, the committee was replaced by a new one which concluded that the previous committee had not acted in the best interest of the club. Notwithstanding this, the claim dragged on for some time in an attempt to clear the name of the member. Eventually, it was agreed the claim would be withdrawn on the basis of no order being made for costs, but this was not before costs of £60,000 had been incurred. ### 12) Private Limited Company **Trade/sector: Property Management** **Cover Section Operative: Directors & Officers Liability** The company managed a block of flats which had the option to purchase the freehold. Not all owners took up the offer, so one of the directors purchased them via a newly established company. Any future sale of the non-participating flat freeholds would therefore accrue to the company at rates higher than the original participating offer. As a director of the property manager, it was alleged that this was a breach of fiduciary duty. Costs of the claim were £72,000. ### 13) Private Limited Company **Trade/sector: Building/Construction** **Cover Section Operative: Directors & Officers Liability** The policyholder entered into administration and liquidation followed. The liquidator filed a writ against the defendant to recover money on the basis that the defendant breached his duty as director of the company by making a payment to the parent company when it ought to have been known this was unlawful. Costs were over £85,000. ### 14) Private Limited Company **Trade/sector: Packaging** **Cover Section Operative: Directors & Officers Liability** The insured person held 100% of the shares in the policyholder. An agreement was alleged to have been made to allocate 10% each to 2 fellow directors. No formal contract existed to support this, but reference was made to this in letters and emails between the directors. The business entered into administration and was bought by the major shareholder. Following a meeting, the directors were offered 2.5% of the ‘new’ company, on the basis no formal agreement existed and they were not entitled to roll any shares forward. Costs of over £100,000 were incurred in the settlement of the dispute. ### 15) Private Limited Company **Trade/sector: Building/Construction** **Cover Section Operative: Directors & Officers Liability** A plaintiff alleged that directors of the insolvent policyholder negligently overstated the company's profit and understated creditors. This allegedly false information induced the claimant to extend a line of credit that they argued they would not have done had they known the real position of the company's finances. Costs of the case exceeded £300,000. ### 16) Private Limited Company **Trade/sector: Industrial Electrical Installation** **Cover Section Operative: Directors & Officers Liability** The managing director of a subsidiary of the policyholder alleged that the defendant director breached both his written employment contract and oral agreements by failing to fulfill a management buyout. A trade buyer purchased the subsidiary at a lower price than had been agreed with the potential purchaser. Costs of the claim exceeded £100,000. ### 17) Private Limited Company **Trade/sector: Manufacture of Floor and Wall Coverings** **Cover Section Operative: Directors & Officers Liability** The claimant provided the policyholder with patent protected services for many years. On cancellation of further orders, it became apparent that the policyholder was using the technology to produce the services in-house and had hired staff of the claimant to support production. Allegations included wrongful appropriation of the claimants trade secrets and tortious interference with trade. Defence costs and settlement exceeded £200,000. ### 18) Private Limited Company **Trade/sector: Wholesale of Food Products** **Cover Section Operative: Directors & Officers Liability** 4 minority shareholders (also former employees) threatened action under the Unfair Prejudice provision in s.994 of the Companies Act. Amongst the allegations were that funding rounds were unnecessary and dilutive of the minority shareholdings, even though they were invited to participate. The action sought purchase of the shares for fair value, as well as compensation. Despite the case presenting as weak, mediation failed and £250,000 defence costs were incurred. ### 19) Charity/Not for Profit **Trade/sector: Residential and Respite Care** **Cover Section Operative: Trustees, Directors & Officers Liability** An allegation was made against a trustee by the fellow trustees. They claimed there had been a breach of duty through the receipt of fees and through the making of improper investments. A Charity Commissioner’s investigation followed with costs approaching £50,000. ### 20) Partnership/LLP **Trade/sector: Legal Services/Solicitors** **Cover Section Operative: Partners, Members, Directors & Officers Liability** Money was moved from a client funds account by the finance director to settle a tax payment that was due. This subsequently proved to have been unnecessary but repayment was also delayed without explanation. A Solicitors Regulatory Authority investigation put a Section 43 order in place. The COLP of the practice was targeted by the SRA for failure to supervise the finance director and for the breaches of Solicitors Accounts Rules that took place. The allegations were not founded on dishonesty but on impropriety. Costs associated with case were over £40,000. ### 21) Private Limited Company **Trade/sector: Data Processing & Hosting** **Cover Section Operative: Directors & Officers Liability** A shareholder issued proceedings alleging breach of fiduciary duties through failing to keep shareholders appraised of the ongoing financial position, as well as alleging the running down of the business leading to a proposed acquisition at a price significantly below historic values. Defence costs were £80,000 and settlement amounts over £100,000. ### 22) Private Limited Company **Trade/sector: Information Technology** **Cover Section Operative: Directors & Officers Liability** The joint administrator of a company issued proceedings against a director alleging breach of duty of care and skill with respect to several transactions in the year preceding the administration of the company. Claim costs were over £400,000. ### 23) Private Limited Company **Trade/sector: Manufacture of Plastic Products** **Cover Section Operative: Directors & Officers Liability** The plaintiff lawsuit against the insured person alleged the defendant utilised information obtained in his capacity as director of the claimant to set up a rival company and breached fiduciary and contractual duties as director of the claimant. A total of £175,000 was paid under the policy. ### 24) Private Limited Company **Trade/sector: Information Technology** **Cover Section Operative: Directors & Officers Liability** The policyholder entered into administration. Creditors commenced proceedings alleging that the defendants knowingly and recklessly made false representations, both orally and in writing, regarding the financial status of the company on which the claimant relied to advance funds. Defence costs were over £300,000 and costs to the policy in total were over £500,000. ### 25) Private Limited Company **Trade/sector: Management of Real Estate** **Cover Section Operative: Directors & Officers Liability** Following liquidation, an action was taken against directors to recover the full value of intercompany loans made to 7 other companies. These loans were considered not to be commercially rational. Total policy costs were in excess of £800,000. ### 26) Private Equity Portfolio Company **Trade/sector: Information Technology** **Cover Section Operative: Directors & Officers Liability** A director (and residual shareholder) alleged that the private equity company (the major shareholder) had acted in a manner that was unfairly prejudicial. By dismissing the director, it was alleged that the private equity firm had sought to take advantage of the ‘early leaver provisions’, forcing the director to give up the remaining shares for a fraction of their value. It was alleged that no board meeting of all directors took place as was required and, as no notice was provided of such meeting, it could not have taken place. Additionally, a (required) written agreement of the directors was not obtained. It was alleged that the remaining directors breached duties owed pursuant to section 172 and 174 of the Companies Act 2006 and had disregarded these in the dismissal. Total loss costs were in excess of £250,000. ### 27) Private Limited Company **Trade/sector: Manufacture of Wire Products** **Cover Section Operative: Directors & Officers Liability** A minority shareholder brought a lawsuit alleging the defendant acted to benefit his personal interest in the company, misrepresenting to purchase their shares at an undervalued level. Defence costs and settlement totalled over £300,000. ### 28) Private Limited Company **Trade/sector: Manufacture of Metal Products** **Cover Section Operative: Directors & Officers Liability** Creditors relied on the company's accounts, which were wrong due to alleged mistakes in taking on financial commitments. The company entered bankruptcy and creditors tried to call in their debt and indicated that they would also rely on the director's [personal guarantee](https://www.mprunderwriting.com/insights/insured-capacity-does-it-come-with-guarantees/). Defence costs were over £200,000. ### 29) Private Limited Company **Trade/sector: Wholesale of Machinery and Equipment** **Cover Section Operative: Directors & Officers Liability** The company purchased imported machinery from a local dealer and dealt with it as a domestic matter without paying import tax as the machinery was already available locally. It later transpired that the dealer had imported them from overseas without registering them. A regulatory investigation followed with costs in excess of £50,000 incurred. ### 30) Private Limited Company **Trade/sector: Manufacture of Doors and Windows** **Cover Section Operative: Directors & Officers Liability** The Competition and Markets Authority commenced an investigation into the conduct of directors’ and officers' potential breaches of the Enterprise Act 2002 following the supply and installation arrangements for their self-manufactured products. £100,000 costs were incurred before the directors were cleared. ### 31) Private Limited Company **Trade/sector: Specialised Cleaning Services** **Cover Section Operative: Directors & Officers Liability** The insured organisation sold merchandise via designated franchisees through franchise agreements. The franchisees alleged the agreements were breached and that representations were made to induce them into entering in the first place. Defence costs were £90,000. ### 32) Private Limited Company **Trade/sector: Environmental Consulting** **Cover Section Operative: Directors & Officers Liability** An allegation of conspiracy to set up in competition and steal employees and clients was made against directors while still employed. Issues of ‘insured capacity’ arose (acting outside of their employed role and purpose) as well as matters of wilful and deliberate misconduct. Notwithstanding, some allegations and conduct fell under the policy through the [process of allocation](https://www.mprunderwriting.com/allocation-in-d-o-policies/) at a cost of £100,000. ### 33) Private Limited Company **Trade/sector: Leisure Services** **Cover Section Operative: Directors & Officers Liability** Investors engaged consultants to evaluate the potential purchase of a business. It was alleged that the consultants gained knowledge of negotiations and valuations as a result, following which they withdrew their retainer. The business was then bought for a fractionally higher amount by a fellow group company of the consultants. The investors claimed against the directors for breach of the contractual and equitable duty of confidence in allowing the associated business to access confidential information arising out of the retainer. Directors were also accused of breaches of fiduciary duties and unlawful means conspiracy. Total claim costs were in excess of £1,000,000. ### 34) Private Limited Company **Trade/sector: Treatment and Disposal of Waste** **Cover Section Operative: Directors & Officers Liability** The Environment Agency (‘EA’) advised that a product being sold as soil conditioner should be classified as ‘waste’ and the sale of it was therefore not legal. The EA asked that the product stop being sold while they investigated and sought clarification on the testing and independent classification of the product. The directors, on behalf of the company, attended a voluntary interview under caution 6 months later. After a lengthy process the courts found the product was not waste. The total costs were upwards of £250,000. ### 35) Private Limited Company **Trade/sector: Renting and Leasing of Machinery** **Cover Section Operative: Directors & Officers Liability** The company went into liquidation. The liquidator filed a claim of misfeasance against the defendant director, alleging that they failed to prevent the other directors from taking benefits from the company prior to the liquidation. Defence costs were £65,000. ### 36) Not for Profit **Trade/sector: Residential Care** **Cover Section Operative: Trustees, Directors & Officers Liability** Five trustees and board members were accused of manipulating grant awarding processes and of the misappropriation of funds. No gain could be established but it was alleged that grants were given for non-qualifying properties and that close acquaintances were being used on the contracts. Two trustees pleaded guilty whilst the remaining three were cleared, but the court concluded no employee personally benefited from missing funds. The costs of the claim were £230,000. ### 37) Private Limited Company **Trade/sector: Manufacture of Furniture** **Cover Section Operative: Directors & Officers Liability** A customer began to manufacture a product previously supplied by the insured organisation. As a consequence, a warning letter about the use of intellectual property was sent advising legal action may be taken if an infringement was found to have taken place. The customer then took out a preliminary injunction claiming fraud, tortious interference, conversion and unjust enrichment against insured persons. The injunction was defeated but costs were over £1,000,000. ### 38) Private Limited Company **Trade/sector: Wholesale of Agricultural Machinery** **Cover Section Operative: Directors & Officers Liability** Having left the employment of the insured organisation, the claimants set up a new company in direct competition. Learning of this, a director sent an email to all of the insured organisation’s customers and suppliers. The email accused the former employees of fraud and theft. The claimants took action for libel as the statements were without foundation. Despite an offer to settle and to issue of a letter of apology and statement on the website, the matter escalated. Claim costs were over £350,000. ### 39) Private Limited Company **Trade/sector: Manufacture of Food Products** **Cover Section Operative: Directors & Officers Liability** The claimant alleged misrepresentation by directors of the financial strength of their business in order to gain investments. An investment of £500,000 had been made, following which the mischaracterisation of the fiscal strength of the company emerged. Fraudulent misrepresentation and negligence were amongst the allegations. £275,000 was paid under the policy. ### 40) Private Limited Company **Trade/sector: Manufacture of Doors and Windows** **Cover Section Operative: Directors & Officers Liability** Trading Standards acted on a complaint from a customer about a price quoted by the insured organisation for building products on the basis that they believed they had been given false discounts. An investigation commenced which involved the seizure of goods and documents. Other customers were contacted and further complainants surfaced. The Managing Director and Sales Director both received notice of allegations of false and misleading sales practices constituting criminal offences and summons were issued against both. The summons alleged that the directors were knowingly carrying on business for a fraudulent purpose, contrary to the Companies Act. Following a lengthy legal defence both directors were acquitted on all charges. Legal costs were in excess of £1,000,000. ### 41) Private Limited Company **Trade/sector: Manufacture of Electronics** **Cover Section Operative: Directors & Officers Liability** The policyholder entered administration. Investors sued the directors over mezzanine debt that had recently been raised, alleging that the downfall of the company was down to overtrading. This was denied and defended on the grounds many other competitors entered administration around the same period due to the condition of the market. The claim was for the £3,000,000 debt and the ultimate policy costs were upwards of £1,000,000. ### 42) Partnership/LLP **Trade/sector: Legal Services/Solicitors** **Cover Section Operative: Partners, Members, Directors & Officers Liability** The Solicitors Regulatory Authority commenced an investigation into the conduct of a partner, who was accused of breach of client confidentiality and taking drugs. The matter concluded with the individual receiving a warning letter. The legal costs were £93,000. ### 43) Private Limited Company **Trade/sector: Manufacture of Drinks** **Cover Section Operative: Directors & Officers Liability** Three substantial investments were made into a company (the insured organisation) totalling £5,000,000. Serious concerns subsequently arose about the anticipated market opportunity and sales estimates and whether the product had been fully tested, proven and approved as was claimed. It was alleged that board reports exaggerated the level of interest in the product and the amount committed by other investors did not reflect previously issued figures. As a consequence of the conduct, a petition under section 994 of the Companies Act 2006 was issued. Costs were over £1,000,000. ### 44) Private Limited Company **Trade/sector: Cargo Handling & Transport** **Cover Section Operative: Directors & Officers Liability** The insured received a letter from the Office of the Traffic Commissioner which required it to attend an enquiry into whether the insured was of sufficient repute and standing to meet the requirements of professional competence. It was alleged that cheat emulators were fitted to vehicles, which the insured plead they were not aware was contrary to the regulations and was an industry practice they had followed. They fully co-operated on the claim and were not suspended but over £45,000 costs were incurred. ### 45) Private Limited Company **Trade/sector: Manufacture of Metal Products** **Cover Section Operative: Directors & Officers Liability** The claimant was a former director of a subsidiary of the policyholder who was dismissed for gross misconduct. He was also a director of another company which was a supplier of raw materials to the policyholder. The claimant was alleged to have made several serious breaches under his service agreement and was in breach of the duty to act in the best interests of the directorship. Issues of [allocation](https://www.mprunderwriting.com/allocation-in-d-o-policies/) arose, with costs exceeding £25,000. ### 46) Partnership/LLP **Trade/sector: Legal Services/Solicitors** **Cover Section Operative: Partners, Members, Directors & Officers Liability** A referral was made to the Solicitors Regulatory Authority about the conduct of a partner in the firm, despite the matter concerning a domestic dispute (the other party was also an employee of the firm). Cover applied because the investigation commenced due to the allegations relating to acts allegedly committed whilst working. Legal costs were over £400,000. ### 47) Private Limited Company **Trade/sector: Wholesale of Chemical Products** **Cover Section Operative: Directors & Officers Liability** Directors of the insured organisation allegedly committed an administrative offence in contravention of EU Regulations for the evaluation of chemicals used in the labelling and packaging of substances. The regulations placed the burden of proof on companies to show they complied with the regulation by identifying and managing the risks linked to the substances they manufacture and market in the EU. Data sheets supplied by the insured organisation were allegedly non-compliant and a director received a prosecution notice. Total claim costs were £45,000. ### 48) Private Limited Company **Trade/sector: Management consultancy activities** **Cover Section Operative: Directors & Officers Liability** A director who held 40% of the equity in the company, filed a petition under s994 of the Companies Act claiming alleged unfair prejudice suffered throughout his directorship and alleged detriment suffered as a result of a proposed share allotment. Defence costs were £100,000 even though the settlement figure was only £25,000 (settlement amounts are typically not covered under s994 claims). ## SECTION 2 - Company Insurance (Entity Cover) Claims ### 49) Private Limited Company **Trade/sector: Manufacture of Clothing** **Cover Section Operative: Company Insurance** A clothing manufacturer sent notice to the policyholder alleging infringement of their trademark. The claimant believed that a diamond used on skiing apparel was visually too close to their own and amounted to passing off. A cease and desist letter had to be managed by lawyers with defence costs reaching £30,000. ### 50) Private Limited Company **Trade/sector: Manufacture of Soft Drinks** **Cover Sections Operative: Company Insurance** The policyholder entered into a contract to develop a product. The contract was terminated several months later. The claimant sought a return of the money they had expended on the development costs and materials, which was refused by the policyholder. The claimant issued proceedings against the policyholder without their knowledge and a CCJ was entered, even though proceedings had not been served. The CCJ needed to be lifted and the claim defended. The breach of contract defence costs cover assisted the policyholder in appointing a high quality lawyer, with costs over £18,000 incurred. ### 51) Private Limited Company **Trade/sector: Building/Construction** **Cover Section Operative: Company Insurance** A construction firm used social media to showcase project work that they had completed. They received a letter before claim on behalf of the owner of what were alleged to be copyrighted soundtracks, seeking damages for the unauthorised use of the music. Over £50,000 was sought in damages. The Directors & Officers Liability section of cover has no inner limit on cover, but the claim was made against the [entity](https://www.mprunderwriting.com/entity-cover-explained/), cover for which extends to a £100,000 sublimit on defence costs. Costs to settlement were over £35,000. ### 52) Private Limited Company **Trade/sector: Remediation Activities and Waste Management** **Cover Section Operative: Company Insurance** The policyholder was found to have been releasing more than the permitted amounts of waste at their treatment plant. The local water authority had been monitoring the levels following a previous site visit and issued a summons in lieu of a prosecution for breach of consent. Pollution defence costs of £50,000 were incurred under the policy. ### 53) Private Limited Company **Trade/sector: Transport by Rail** **Cover Section Operative: Company Insurance** The policyholder was retained to manage and maintain locomotives. Following an accident, damages to carriages and minor injuries to passengers occurred. It was determined that the cause of the accident was driver error. Despite the fact that the locomotive had undergone a full mechanical inspection prior to the accident, the Rail Accident Investigation Branch attended. £11,000 of costs were incurred to protect the position of the policyholder from any potential actions. ### 54) Private Limited Company **Trade/sector: Freight Transport** **Cover Section Operative: Company Insurance** The policyholder received a letter from The Environment Agency regarding a shipment they had made which was allegedly contaminated with metals, in breach the Transfrontier Shipment of Waste Regulations 2007. Despite the allegations containing some misstatements, a mistake had been made and preventative measures were put in place. Although the outcome was that no prosecutions followed, solicitors had to navigate a tricky course through for the policyholder, costs of which came to over £15,000. ### 55) Private Limited Company **Trade/sector: Manufacture of Office and Shop Furniture** **Cover Section Operative: Company Insurance** A fitout was completed using an incorrect specification. As a consequence, two members of the public were injured following failure. The Company Insurance section responded to the HSE investigation that followed. Given the circumstances, the insured entered a guilty plea with the policy paying £66,000 costs. ### 56) Private Limited Company **Trade/sector: Freight Transport by Road** **Cover Section Operative: Company Insurance** An insured organisation was asked to submit evidence for, and attend at, a public inquiry in respect of its goods vehicles operator’s licence. The claim fell under the company insurance investigation section up to the sublimit for regulator costs of £250,000. Specialist transport lawyers were appointed to defend the position of the insured organisation at a cost of over £30,000. ### 57) Private Limited Company **Trade/sector: Treatment and Disposal of Waste** **Cover Section Operative: Company Insurance** Natural Resources Wales investigated the insured organisation for allegedly processing some of their products without a permit. Despite having a... --- ## Endorsements to Management Liability Policies: the Good, the Bad and the Ugly URL: https://www.mprunderwriting.com/insights/endorsements-to-management-liability-policies-the-good-the-bad-and-the-ugly/ Date: 2026-01-17 Type: Post Truth be told, there are very few ‘good’ endorsements to management liability (“ML”) policies. Those that do exist tend to do so to bring cover up to the levels of others in the market, so ‘good’ is a potentially false flag. The best place to start the discussion might therefore be that ML products differ in quality and can often contain more prohibitive and restrictive terms as their default (particularly those in an e-trade environment). Price will always be important but it is an occupational hazard for the ML pace setters to be compared on cost whilst offering cover which will respond in more scenarios. Notwithstanding this, it is always important to look to the endorsements to see what effect they might have on the policy they attach to. In some cases this can be profound, in others less so, but some of those most commonly encountered include: **1) The Major Shareholder Exclusion (MSE)** For many years this was the clutch blanket for ML underwriters and yet it achieved next to nothing in reducing risk because of the prevailing legal framework in the UK. Whilst major shareholders can sue, they can only do so (derivatively) on behalf of the organisation and claims for negligence, breach of duty, etc. cannot be personal claims by the shareholder(s), but can only be made in the name of the company. Even then, successful claims are rare and court permission must be obtained to proceed. The principles underlying this are rooted in ‘[reflective loss’](https://www.mprunderwriting.com/insights/whatever-happened-tothe-major-shareholder-exclusion/), a key doctrine of UK company law that limits the ability of shareholders to sue for losses that merely reflect those suffered by the company. Perhaps ironically, *minority* shareholder claims for unfair prejudice under section 994 of the Companies Act 2006 are common (where directors’ actions are unfairly prejudicial to the interests of minority shareholders), but the MSE does not capture these. Only in cases of fraud might a remedy exist, but this in itself presents many other procedural challenges and obstacles. **2) Parent Company Exclusions** UK law also strangles the ability of a parent company to sue a director of a subsidiary in its own name for wrongs done to the subsidiary. A consequence of the principle of separate legal personality is that each company within a group is treated as a distinct legal entity. Only in situations where the actions of a director directly harmed the parent company, rather than just the subsidiary, will the parent possibly have standing to sue (typically where contractual duties exist or misrepresentation or fraud are features and which may have induced the parent to act to its detriment). Even though the parent will have all (or most) of the shares, the reflective loss obstacles still exist, so claims are rare and procedurally complex. It must also be kept in mind that the directors owe their duties to the subsidiary, not the parent. One possible scenario is when the parent company can sue in the capacity as an employer, rather than as a shareholder. However, this can only be the case where there is a direct employment relationship and where actions exist for breach of contract, breach of fiduciary duty or misconduct/negligence which affect the business of the parent. In this scenario, a MSE fails, but a parent exclusion might stop at least some part of the claim. **3) Professional Services Exclusion (PSE)** This has the potential to profoundly affect the cover across the whole policy so careful inspection is required. The widely accepted meaning of ‘professional’ varies according to the context in which it is set, but it generally connotes ‘pertaining or appropriate to a learned and traditional profession’. It is therefore normal to see a well drafted PSE on a ML/D&O policy for a trade or profession where Professional Indemnity (“PI”) cover ought be in place and would typically be purchased. However [unlikely it is that a claim could find a way to the policy](https://www.mprunderwriting.com/professional-services-exclusions-and-do-liability/), it avoids any doubt and serves to keep claims in their correct lanes. The real difficulty lies where the language is so generic that the application of the PSE potentially extends beyond what one might reasonably contemplate as professional services for a fee i.e. within the province of a PI policy. Typical PSE language might read: *“any liability for, or directly or indirectly arising out of, or in any way connected with the giving of professional advice or service whether or not for remuneration or any act, error or omission relating thereto.”* or: *“based upon or attributable to: - the performance of or failure to perform professional services; or - provision of or failure to provide any professional advice to a customer or client, or to a potential customer or client, of the Insured.”* It is hard to imagine any organisation anywhere that would admit to not providing professional advice or service. Does a director of a residential block provide a ‘service’ to the other residents and would they regard that as professional? Probably. Likewise, a transport firm delivering a professional bus or haulage ‘service’ to clients? This is why the construction of the PSE is so important and should be as precise as possible, so as to minimise the potential for wider application. Some PSE exclusions can be interpreted as so preclusive there might arguably never be cover under the ML/D&O policy. **4) Products Exclusion** As is the case with the PSE, this can have far reaching consequences. The ambition of the exclusion architects is to try to keep the products liability risk off the D&O policy/section but in doing so, an over cautious approach will be unhelpful: “This policy does not cover loss arising from, based upon, attributable to or as a consequence of the failure or effect of any product.” As a discretionary endorsement it is quite rare, so it is often hidden from view in those forms that include it as a standard provision. Needless to say, it is undesirable and has the potential for broad interpretation. **5) Unilateral Reporting Period** Broadly, there are 2 types of Extended Reporting Period (“ERP”). The standard position is to have a ‘bilateral’ ERP, which means that either party to the policy can elect to invoke the extension following a ‘refusal to renew’ (refusing is not usually a defined term so takes an everyday meaning). This is much more policyholder friendly than the ‘unilateral’ version, which only allows the ERP to be invoked if the insurer refuses to renew. This is a crucial difference because, no matter how unpalatable the terms on offer might be, this will not constitute a refusal to renewal and hands a punishing amount of control to the insurer when cover falls due for renewal. **6) Bodily Injury Exclusion (‘Absolute’)** It has long been up for debate whether a ML/D&O policy is the correct place for this exposure. Notwithstanding, there exists a huge variety in the positions taken across the market and messy language to navigate in some forms. A typical standard policy position is as follows: “The Insurer shall not be liable for Loss on account of any Claim **for** Personal Injury or Property Damage” It is entirely legitimate to take this approach, given this is squarely a risk covered by employers/public liability. However, it is also accepted that indirect or ‘downstream’ claims can sidestep the exclusion. Health and safety claims against directors and officers will be brought under Section 7 (which imposes a duty upon employees to take reasonable care for the health and safety of themselves and of other persons) and Section 37 (directors or senior managers can be prosecuted for breaching section 37 if a health and safety offence was due to their consent or connivance or attributable to their neglect). These are claims ‘for’ breach of duty and/or breach of statute. The point at which the mechanics radically change is when the preamble switches to an ‘absolute’ version i.e.: “The Insurer shall not be liable for Loss on account of any Claim **based upon, arising from or in consequence of** Personal Injury or Property Damage.” The impact is clear and will lead to very different outcomes. This language also serves to exclude corporate manslaughter, fees for intervention, and many other indirect scenarios. Other less obvious obstacles can be present, such as only paying on non-indemnifiable losses (this frustrates most of the cover) so it is important to look at the standard position in addition to any modifications by endorsement. As a footnote, there will be trades where the risk of bodily injury will be considered to be so unacceptably high that underwriters have little choice but to apply the exclusion (clinical trials, care homes, etc.). Comfort exists in the provision of the cover in much more specific products in these cases. **7) Pollution Exclusion (‘Absolute’)** Not all pollution language starts from the same point and all that glitters may not be gold. A policy/section limit may seem attractive, but if that limit only applies for ‘non-indemnifiable’ claims, it can dramatically restrict the capability because there is no obvious obstacle to this type of claim being indemnifiable. Indemnification provisions sit in the articles of association and permit indemnification for individual liability, save for some specific circumstances (fraud, etc.), but certainly not pollution, so a sublimit without that hurdle is arguably much more valuable. In a standard scenario, where defence costs are given for pollution claims, the effect of applying the ‘absolute’ version of the exclusion has a similar effect to that of the BIPD. ML/D&O underwriters will generally take the position of excluding pollution on certain trades with heavy exposure, most typically those that should buy Pollution Liability cover. These will provide indemnity to individuals, often on a much broader basis. **8) Transaction to Include Insolvency** Under normal circumstances, if an organisation enters an insolvency proceeding, ownership does not change, so the ML/D&O policy should continue to protect the directors. These clauses have the effect of stopping the policy in its tracks, removing any cover from that date onwards, placing policy restrictions and limiting room to manoeuvre. What they also seek to adjust is the basis of cover from ‘any one claim’ to aggregate limits of liability on insolvency events. A recent trend has been to move this from an endorsement into the body of the wordings, making it more difficult to identify and negotiate away. **9) Insolvency Exclusion** At the risk of stating the obvious, insolvency exclusions should be avoided. There are wide variations in language with some even extending to insolvency per se, so not focussed solely on the policyholder. Examples exist of insolvency of customers and suppliers leading to claims which have been declined against the exclusion. Other restrictions exist, and can conceivably be introduced via statements of fact, typical of the online environment. Most of these contain attestations as to the financial condition of an organisation, such as “the company has sufficient financing to meet projected liabilities as they fall due for the next 12 months”, or “the company/organisation made a profit in the last 12 months”. Quite aside from the vagueness, circumstances can quickly change (part of the reason to buy ML in the first place), but this language potentially opens the door to a retro review of cover. This might involve an insolvency exclusion, particularly amongst those markets with a track record of applying them. **10) Retroactive Date** This is something of a ‘blunt instrument’ approach to ML/D&O underwriting and should be avoided. It provides a ‘bright line’ break in cover as of a specific date and excludes cover for behaviour(s) (or “wrongful acts” in policy language terms) prior to that. Claims made during the applicable policy period that result from conduct that pre-dates the prior acts/retroactive date are not covered and this constitutes a dramatic restriction in cover. Very few policyholders would consider this to be a sensible option when considering whether or not to move cover from one ML/D&O provider to another. For obvious reasons, underwriters consider this attractive, but retrodates are not generally a feature of ML/D&O wordings, save for three possible scenarios: 1. if a policyholder has undergone a major change of management, and the replacements (or the underwriter) wish to insulate themselves from the behaviours of the predecessors; 2. if ML/D&O cover has not been purchased previously, and the underwriter does not wish to cover past activity and behaviours; 3. there has been a change in ownership and therefore in the insurable interest of the management group following this event, which is separate and distinct from that which went before. The textbook approach here is to buy/consider [run off cover](https://www.mprunderwriting.com/insights/do-run-off-explained-why-6-year-pre-quoted-cover-is-vital-including-claim-examples/), and pick up the go forward risk with a prior acts/retroactive date. More common are retroactive dates to Employment Practices Liability (“EPL”) cover. EPL has been widely available in the UK for over twenty years, so it is increasingly unusual for new buyers to emerge. Underwriters will often take a safety first approach and apply the exclusion to the first year of cover, but EPL is a short tail class of cover in a way that D&O is not. The ‘3 months minus 1 day rule’ is the legal limit within which a claim must be made to an employment tribunal. The clock starts to tick from the date of the event that triggers the claim, such as the last act of discrimination and it is vital for the claimant to adhere to this or the right to claim will be lost. Given this, it is a generally accepted approach to take on new risks. As has already been emphasised, the place to start will always be a rigorous assessment of the base form before the impact of any endorsements are considered, as wide variations in quality exist. It is equally important to identify what is not in the forms that perhaps should be. Brevity is important, but not at the expense of clarity, and finding the balance can be difficult. Nonetheless, on a cover as significant as this, precision is vital. --- ## D&O Run Off Explained & Why (6 Year) Pre-Quoted Cover is Vital (Including Claim Examples) URL: https://www.mprunderwriting.com/insights/do-run-off-explained-why-6-year-pre-quoted-cover-is-vital-including-claim-examples/ Date: 2026-01-17 Type: Post As sure as night follows day, organisations will be bought and sold, so the circumstances in which the decision to purchase ‘run off’ cover might present themselves will always exist. And whilst Directors & Officers (“D&O”) policies have evolved in recent years, the arguments in favour of run off have remained constant. Put simply, run off cover buys a period of time after a specific event when control and/or ownership passes from one party to another. Run off cover protects former insured persons against claims arising from acts committed/allegedly committed before the event date but which are reported after. Without this cover, individuals may face significant personal liability for historical decisions. All transactions will be unique, but the reasons to buy run off cover will be consistent: - on acquisition, the incumbent management group may depart or lose control of the organisation. However, prior to that point they were responsible for the actions taken and directions given. Liability for this does not evaporate and can exist for many years afterwards (generally, under The Limitation Act 1980, most civil claims (including breach of duty) have a 6 year limitation period from the date the cause of action accrued – ***this is why a 6 year automatic policy option is crucial to have*)**; - even if the directors remain the same, the mechanics of D&O insurance will automatically prevent cover attaching for anything that happened after the event date, in line with the change in the ownership interest; - the acquiring party is unlikely to be willing or able to provide a backward-looking indemnity, particularly given that they had no control, influence or interest prior to that point. Indeed, one of the most significant risks under a D&O policy on acquisition is from the purchaser itself. Key themes in run off claims are misrepresentation during the sale, breach of fiduciary duty, fraudulent transfers and regulatory investigations, so the argument that an acquirer of a business might buy a policy for the seller to use if they sue them is often not a terrifically persuasive one; - the premium for run off cover is fixed and fully earned at inception, so it cannot be cancelled or amended once placed. The indemnity limit is ringfenced and dedicated to the liability of the management group who were in place up until the time of the transaction; - there can be no certainty on the protection of insured persons post-acquisition/event. For example, there may be no assets to back up a promise to indemnify, or complications associated with doing so. When an acquisition event occurs during the D&O policy period, if nothing is done, run off will activate automatically until renewal under all policies, with cover for wrongful acts that occurred/allegedly occurred prior to the event date. However, complications can arise: - not all policies pre-quote run off so there is zero certainty when the policyholder needs it; - some policies only offer run off on referral to underwriters, who are free to choose their own terms or even refuse to quote; - not all insurers will offer any more than 1 year at a time, which does not match limitation; - some policies do not give any run off or reporting period options at all on an insolvency event; - It is worth noting here that there is no established market for stand-alone run off, so if no D&O cover is in force at the time of the change, it is almost impossible to buy it on any commercially viable basis. Even if cover does exist, if the incumbent insurer refuses to quote or has limited options, there is almost always nowhere else to go. Run off can be confused with “[Extended Reporting Periods” or “Discovery Periods](https://www.mprunderwriting.com/the-significance-of-extended-reporting-periods/)” and that is because they are essentially the same thing. What differs is the trigger, which here is a ‘refusal to renew’ (which should be at the option of either party). Insolvency events are variations of the refusal to renew and policy provisions should also exist that pre-quote options for longer periods, so there is certainty of cost and availability at the start of the policy period should the worst happen. Another common question is on the overlap with Warranty & Indemnity (“W&I”) cover, and the possible substitution of D&O run off for that product. However, they are distinctly different, with W&I providing protection for the shareholders (warrantors), as opposed to the managers, and the respective capacities as such (‘insured capacity’ is a key determinant for cover under any D&O policy). Although a warrantor may also be a director or officer of the company, warranties are typically given in the context of a shareholder rather than a director or officer. Therefore, a D&O policy would not respond to a contractual warranty claim, or an indemnity, arising under a merger and acquisition (“M&A”) contract. In a nutshell, run off provides protection against the risks management faced when they were in control of the company and which may not manifest themselves immediately. Add to this that many fiascos involve M&A activity, meaning careful inspection is required when selecting D&O insurance to ensure there are no unpleasant surprises in the event of a run off scenario and cover is potentially available in circumstances such as the following: 1. The policyholder was sold. The new owners alleged that one of the former directors breached his fiduciary duties by conflicting his duties as a director with his position as a shareholder. Loss costs were in excess of £250,000. 2. Buyers alleged they were induced to invest through fraudulent misrepresentations given by the defendant director who warranted the material truth and accuracy of a financial due diligence report on which the claimants relied. Defence costs and settlement were over £400,000. 3. Existing management wanted to buy out the company. Non-executive directors were retained to ensure shareholders got the best deal. They accepted a different offer from a third-party, terms of which were better than that offered by the management. The purchaser sued the directors alleging they had misused the buyout proposal to extract a higher price than was fair or necessary. Policy costs were over £250,000. 4. The Joint Administrator issued proceedings against a defendant director alleging that he breached his duty of care as a director with regard to several transactions in the year leading up to the policyholder entering administration. The costs of the claim were over £120,000. 5. A high court claim involved 5 insured persons following the sale of the policyholder. The purchase price in the completion statement was disputed alleging various accounting irregularities against the policyholder's former CEO, finance director, and the 3 other directors. 3 law firms were required because of conflicts. Defence costs reached the policy limit. 6. Prior to the sale of the policyholder, it was alleged that a director had re-aged debts so they appeared to be younger than they actually were and did not appear in the schedule of old debt that was submitted to the purchaser, therefore inflating the price. Although he was a shareholder, the allegation was made against him in his capacity as a director and employee. It was also alleged that he created false invoices so he could transfer £65,000 of cash from the bank account. Loss costs were over £225,000. 7. An acquiring company launched proceedings against the principal directors of the target company, alleging negligent and/or fraudulent misrepresentation of the financial standing of the company. The amount claimed was the entire purchase price. Following lengthy and expensive case preparation, the action was settled with damages and defence costs of over £750,000. 8. A company entered administration. Creditors commenced proceedings alleging that the defendants knowingly and recklessly made false representations both orally and in writing regarding the financial status of the company on which the claimant relied to advance funds. Defence costs were over £100,000. --- ## Choice of Lawyers on Management Liability Claims URL: https://www.mprunderwriting.com/insights/choice-of-lawyers-on-management-liability-claims/ Date: 2026-01-17 Type: Post It is well established that the [choice of lawyer under a Directors & Officers](https://www.mprunderwriting.com/do-and-theduty-to-defend/) (“D&O”) policy/section of cover should involve the insured person and ought not to be mandated. Employment Practices Liability (“EPL”) is different and it has always been the case that insurers will direct policyholders to a ‘panel’ of firms to manage time and costs, but also to avoid potential conflicts. The language differences between EPL and D&O can be subtle, but the outcomes differ materially: --- **EPL: “The Insurer shall have the right, but not the duty, to defend Claims and to appoint lawyers for that purpose.”** versus: **D&O: “It shall be the duty of each Insured and not the duty of the Insurer to defend Claims.”** --- When both sections are operative in a Management Liability (“ML”) policy, they should remain separate and distinct. The duty to defend principle is an important one. It governs how the mechanics of a claim are handled and describes the insurer's obligation to provide an insured with defence to claims. So, why are they different? On EPL claims, three main reasons exist: 1. all parties can access much more competitive hourly rates. This is particularly beneficial to a client because deductibles exist on all EPL policies and they will get the direct benefit of that relationship within the deductible amount; 2. there is less chance of a conflict arising, sometimes a feature when the solicitors may have advised on a matter that forms part of a claim; and 3. well-rehearsed reporting and claim management guidelines avoid delay in often time critical scenarios. If, on every claim instruction, there was due diligence process and rate ratification to navigate, valuable time may be lost. Conversely, in the case of D&O claims, it has not been market practice to dictate who an insured person may use (although the insurer would reserve the right to associate and consent, essentially sense checking the suitability of choice for the claim in question and acceptance of hourly rates). The market takes this different position for a number of reasons, which include: 1. in criminal matters, where a director may be facing sanctions up to potential imprisonment, it might be considered inappropriate to compel an insured to use a lawyer chosen by an insurer if they were not comfortable in doing so; 2. elements of a claim may not be covered and [allocation of costs](https://www.mprunderwriting.com/allocation-in-d-o-policies/) could be involved. Again, it could be awkward to mandate the selection of the law firm, even if the policy may respond to some of the defence costs or loss on the claim in question; and 3. often, D&O insurers are not in a position to confirm cover at the time of notification, so they cannot reasonably insist on compelling use of a lawyer the insured might not otherwise choose. There are also some curiosities, such as the cover for [EPL against individuals on a D&O policy](https://www.mprunderwriting.com/employment-practices-cover-in-do-policies-and-in-insolvency-scenarios/). These scenarios are rare, however, and generally travel through the EPL sections of cover in the first instance. [Corporate Legal Liability](https://www.mprunderwriting.com/entity-cover-explained/) sections of cover tend to follow the line taken by EPL policies/sections, which is just one more reason why blending the D&O and CLL limits together in a single insuring clause is an [unattractive feature of ML policies](https://www.mprunderwriting.com/e-trade-carefully-management-liability/). --- ## Professional Services Exclusions and D&O Liability URL: https://www.mprunderwriting.com/insights/professional-services-exclusions-and-do-liability/ Date: 2026-01-17 Type: Post The Professional Services Exclusion (“PSE”) is one of the most common adjustments to Directors & Officers (“D&O”) policies/sections of cover, appearing in many as a standard feature (as opposed to a discretionary, endorsement based approach). This frequency of use might suggest a settled position both on language and intent, but this is far from the case, with inconsistency around construction, purpose and impact. Notwithstanding this context, two factors are relatively clear: 1. examples of personal liability for professional negligence are rare. In a professional services claim, a claimant normally takes a rational approach and sues the organisation, rather than the insured person (‘IP’) him/herself. This makes sense, because it is the organisation that the IP works for that contracted with the claimant, and if negligent professional advice causes loss, the employer organisation is vicariously liable for the acts of employees; and 2. there is a scarcity of case law in the UK, so no obvious signposts even on a general level, let alone on the subtleties of D&O exclusionary language. Decisions on personal liability on Professional Indemnity (“PI”) policies are rare but can be instructive. [Merrett v Babb](https://cms-lawnow.com/en/ealerts/2001/07/merrett-v-babb-employees-are-personally-liable-for-professional-advice) (2001) potentially opened the way, attaching liability to an individual for a mortgage valuation. However, that case was decided with very particular public policy considerations in mind and it was recognised that under normal circumstances the claim should be against the employer, who would have professional indemnity insurance in place to manage the claim (in this case the employer had gone out of business and no longer carried insurance). It was considered that, to fix a personal duty of care, there would (again, generally) have to be an assumption of personal responsibility to indemnify the claimant against the risk of loss. Even if there had been any such assumption, a claimant would still have needed to reasonably rely on that assumption in order to crystallise any such personal duty. More recent examples have developed in favour of the individual professional. In [Mavis Russell v (1) Walker & Co (2) Robert Chisnall & Others](https://www.wrighthassall.co.uk/knowledge-base/courts-dismiss-two-merrett-v-babb-type-professional-negligence-claims) (also a surveyor case) the court did not agree that Mr Chisnall had done enough to assume a personal liability and so Mrs Russell’s claim was unsuccessful (the employer was also insolvent in this case). This decision followed [Matthews v Ashdown Lyons and Maldoom](https://www.wrighthassall.co.uk/knowledge-base/courts-dismiss-two-merrett-v-babb-type-professional-negligence-claims) where, even though the value of the property involved was £750,000 and could not be considered ‘modest’ (as was the case in Merrett v Babb), the court said that, to impose a personal duty of care on the individual would have been to ignore the separate legal identity of the employer. Even if the claimant doesn’t follow the normal route and chooses to sue the IP and/or his/her employer, if the IP's actions are not fraudulent, his/her defence should be relatively straightforward i.e. the employer is the respondent. If those costs are (for whatever reason) not indemnified by his/her company, the D&O policy would not intervene. The purpose of the PSE is to clarify that where the policyholder should, or does, buy PI insurance, any residual doubt is removed and a brighter dividing line created. Even without the PSE, other practical difficulties remain e.g. in addition to what has already been said, to trigger a D&O policy, acts must be in an ‘Insured Capacity’, as opposed to the capacity as a ‘professional’. As always, danger lurks in the language that is used. The meaning of ‘professional’ varies according to the context in which it is set, but it generally connotes ‘pertaining or appropriate to a learned and traditional profession’. It is therefore normal to see a PSE on a D&O policy for a trade or profession where PI cover ought be in place and would typically be purchased. However unlikely it is that a claim could find a way to the policy, it avoids any doubt. The real difficulty comes where the language is so generic and poorly constructed that the application of the PSE may extend beyond what one might reasonably contemplate as professional services for a fee i.e. within the province of a PI policy. An example of PSE language might read: *“any liability for, or directly or indirectly arising out of, or in any way connected with the giving of professional advice or service whether or not for remuneration or any act, error or omission relating thereto.”* To exclude ‘service’, as is often the case, creates further ambiguity. So, if you're a director of a residential block, are you are providing a 'service' to the other residents? Probably. Will a transport firm be delivering a bus or haulage 'service' to clients? Also probably. This is why the construction of the PSE is so important and should be as precise as possible, so as to minimise the potential for a wider interpretation and subsequent dispute. One of the main purposes of the PSE is as a ‘don’t come looking for cover here’ signpost, deterring creative lawyers from trying to find a home for a stray PI claim. Whatever the view, the construction of the PSE is vital and, in broad terms, it seeks to create a line of demarcation between D&O and PI insurance. However, and as is most always often the case, the language matters. --- ## Continuity and Management Liability URL: https://www.mprunderwriting.com/insights/continuity-and-management-liability/ Date: 2026-01-17 Type: Post It is rare to find a Management Liability (“ML”) product that has been created from scratch. As a consequence of the typical ‘pick and mix’ approach, there can be inconsistent definitions and understandings of some of the key concepts. “Continuity” is one such area, aided and abetted by that patchwork approach to policy engineering, but it has long been a critical characteristic and feature of ML products, with particular relevance to Directors & Officers Liability (“D&O”). In broad terms, the concept of continuity is to use a variety of architectural levers to attempt to determine which specific insurance policy should apply to a given claim. This is vital, because it is never the intention for more than one policy to be triggered in a claims made environment. It is equally as important to make sure that continuity of cover is not broken and a claim allowed to fall into a gap as a potential uninsured loss if cover is moved between insurers. Continuity can also enable underwriters to discriminate amongst exposures so they can seek to provide cover for certain aspects of risk, whilst not covering others. Key amongst these instruments is a prior acts date, more commonly referred to as a retrodate (retroactive date to be more precise). This is often confused with the ‘prior and pending date’ which is a connected, if almost entirely separate, concept. **Prior Acts/Retro(active) Date** This goes to the heart of continuity because it provides a ‘bright line’ break in cover as of a specific date. It is set at the date on which cover is excluded for prior behaviour(s) (or “wrongful acts” in policy language terms). Claims made during the applicable policy period that result from conduct that pre-dates the prior acts/retro date are not covered. In theory, this constitutes a dramatic restriction in cover. Very few policyholders would consider this to be a sensible option when considering whether or not to move cover from one ML/D&O provider to another. For obvious reasons, underwriters consider this attractive, but retrodates are not generally a feature of ML/D&O wordings, save for three possible scenarios: 1\) if a policyholder has undergone a major change of management, and the replacements (or the underwriter) wish to insulate themselves from the behaviours of the predecessors; 2\) if ML/D&O cover has not been purchased previously, and the underwriter does not wish to cover past activity and behaviours; 3\) there has been a change in ownership and a consequent change in the insurable interest of the management group following this event, which is separate and distinct from that which went before. The textbook approach here is to buy/consider [run off cover](https://www.mprunderwriting.com/insights/do-run-off-explained-why-6-year-pre-quoted-cover-is-vital-including-claim-examples/), and pick up the go forward risk with a prior acts/retrodate. As important as it is to make sure that the period of cover for ML or D&O risks is not broken (i.e. it is ‘continued’) and that policies do not ‘stack’ for the same claim, it is equally as important to ensure that underwriters do not accept risks where claims are already in motion. Two mechanisms exist to manage this. The first is through exclusions which (broadly) stipulate that there is no cover for claims that have been previously notified to another policy. Developed generosity of language does help here, with a typical example below (the key piece underlined), and this reduces the chances of gaps developing. Policy sophistication is important though, as not all ML/D&O forms are identical: *"The **Insurer** shall not be liable for **Loss** on account of any **Claim** based upon, arising from, or in consequence of any fact or **Wrongful Act** forming part of circumstances or of a **Claim** of which written notice has been accepted under any policy which this Policy renews, replaces or follows in whole or in part;"* The second mechanism is the **Prior & Pending (“P&P”) Litigation Exclusion** As the name suggests, the purpose of this exclusion (example below) is to exclude cover for prior or existing litigation. The premise is that ML/D&O insurance is never intended to apply to existing matters and problems, it is meant for future suits and proceedings (which can of course be for wrongful acts or behaviours committed/allegedly committed in previous years). Standard market practice is to backdate the P&P exclusion date to the date on which the policyholder first purchased cover, and from when they have renewed without interruption: *"based upon, arising from, attributable to or derived from substantially the same facts or circumstances alleged in, any pending or prior proceedings of any nature against any **Insured** or **Outside Entity** commenced before the date stated in the Schedule;"* Again, language matters here, and note that the litigation needs to involve the insured, not just any litigation in general. The true effect of backdating the P&P date is that it allows claims made during the new policy period to be covered when they arise out of pre-existing issues or litigation which have not yet developed into a claim. Conversely, a ‘fresh’ P&P date would potentially allow the insurer to exclude such matters. When ML or D&O cover moves between insurers, the P&P date should not therefore reset. The interchangeability of ‘continuity date’ and P&P date is down to this skintight association. It is still important to be clear on what backdating the P&P date will not do: 1. it would not allow cover for existing claims which have been noticed to a prior insurer; and 2. it would not pick up any other claims made against the insured prior to the current policy period, as the claims made trigger requires the claim be made during that policy period. One final point to note is that where litigation is known to exist, or claims have already been accepted, it is common to see ‘specific matters’ exclusions. These are often ‘avoidance of doubt’ endorsements and should not always be viewed with suspicion, as the sophistication of modern policy language should comfortably allocate the notification/claim to the correct place. As a consequence, these tend to be much less prevalent than they once were. --- ## MPR Cyber Credentials URL: https://www.mprunderwriting.com/insights/mpr-cyber-credentials/ Date: 2026-01-17 Type: Post A picture of MPR’s Cyber Credentials ![](https://www.mprunderwriting.com/wp-content/uploads/MPR-Infographic-Cyber-Credentials-2025-A4-1536x1083.webp) --- ## Insolvency Events and D&O Liability: Proceedings with Caution URL: https://www.mprunderwriting.com/insights/insolvency-events-and-do-liability-proceedings-with-caution/ Date: 2026-01-17 Type: Post The recent economic landscape has sharpened the focus on the increasing risks of insolvency to directors & officers and, consequently, to providers of Management Liability Insurance (“ML”). Whilst no underwriter deliberately seeks to insure a risk that enters an insolvency proceeding, as sure as night follows day, this will happen. How the ML policy responds is subject to a range of possibilities and the outcomes and available options can differ materially. ![](https://www.mprunderwriting.com/wp-content/uploads/Insolvency-events-Fig_1_EW_Total_short.webp)At this point, it is useful to briefly review the types of insolvency events most likely to be a feature in the context of ML and the manner in which they might connect (or not) to policy language. Formal insolvency proceedings generally drop into 3 categories: - Closure (**liquidation**); - Enforcement (**receivership**); and - Rescue (**administration** or company voluntary arrangements (‘CVAs’)). 1. **Liquidation** is a terminal procedure for organisations. It may be initiated by the company on a voluntary basis, either because their activities have come to an end (members voluntary liquidation) or because it is insolvent (creditors voluntary liquidation). In both cases, the shareholders instigate the liquidation. A creditor may also petition the court for a winding up (where it has an unsatisfied demand or judgement) – this is a compulsory liquidation. A compulsory liquidation is often an indication that there has been a ‘stressed’ insolvency. Where an organisation finds itself in this territory, there is a greater risk to directors & officers; 2. **Receivership** is technically an out-of-court enforcement mechanism and happens when a lender who holds security over a debt enforces this. Administrative receivership is a procedure used increasingly less often because the security under which receivers are appointed must have been dated prior to 15th September 2003. The second type of receivership proceeding is also known as the Law of Property Act (or LPA) receivership, as the powers and duties of this type of receiver are still governed by the Law of Property Act 1925. It is used by holders of fixed charges to sell the charged assets and repay the debt. 3. **Administration** is an insolvency procedure that can be initiated by the company itself, the holder of a ‘qualifying charge’, or by the court. Administrators have wide powers, and the process brings a safe area from creditor rights or proceedings. Administration was originally designed to rescue the company, but in practice this rarely happens, with a sale/part sale (arguably a rescue of sorts) the frequent outcome. CVAs happen when agreements are made on payment terms with creditors, although they can be quite complex and often involve administration as a pre-cursor. ‘Pre-pack’ administrations are worth a mention here as well. These happen when the management agree to a sale with administrators shortly before, or on, their appointment. The purchasing party is often connected to the business, so it can sometimes be controversial, as it can lack transparency and often leaves some creditors out of the deal and unpaid. These insolvency events present varying degrees of risk. It is well established that a good proportion of a director’s duties are to the organisation he or she directs, so a liquidator, receiver or administrator will be able to procure the company to sue a director for breach of these duties on insolvency. Liquidators and administrators also have claims in their own name, principally ‘preferences’ and ‘undervalues’. Unlawful preferences are actions that may have affected creditors in the 6 months prior to the administration or liquidation. They must have involved doing something, or suffering something to be done, which had the effect of putting a creditor into a better position than they would otherwise have been in on an insolvent liquidation. The key feature here is the insolvent organisation must have had a ‘dominant intention’ to put a creditor into that better position. If this merely happened as a side effect of legitimate activity, this cannot be challenged as an unlawful preference. Transactions at undervalue can be almost any disposition of company assets for less than full market value during the 2 years prior to either liquidation or administration. Some defences exist, but even where directors do not receive the benefit of a preference or an undervalue, they can be personally liable for breach of duty in procuring them. Certain claims are only open to liquidators and these include fraudulent and wrongful trading. Although ‘trading’ may sound like a series of acts, it might actually only be a single one. Whilst fraudulent trading requires actual dishonesty and ‘moral blame’, wrongful trading does not. Much has been made of directors duties in the so called ‘twilight zone’, where the company nears insolvency, between the point where insolvency ought to have been recognised as unavoidable and the commencement of insolvency proceedings, and the recent case of [Wright and Rowley, BHS and others -v- Chappell and others - Courts and Tribunals Judiciary](https://www.judiciary.uk/judgments/wright-and-rowley-bhs-and-others-v-chappell-and-others/) drew further attention to this, providing little comfort to those who might find themselves similarly situated. Insolvency practitioners have powers of investigations under S235 of The Insolvency Act 1986. These apply to anyone who was a director or officer and requires them to provide such information covering the company and its promotion, formation, dealings, affairs or property, as the insolvency officer holder may at any time reasonably require. S236 goes further and allows court orders for examination and production of documents from anyone the court thinks is capable of giving the required information. Without question, insolvency is a period of intense potential difficulty for directors. In addition to investigation risk (insolvency, regulatory, disciplinary and criminal), potential civil exposure may include that wrongful trading risk, misfeasance, unlawful preference, unlawful distribution of assets, fraudulent trading and transactions at undervalue. The rise in prominence of litigation funders only increases the sensitivity around some of these matters. It has always been the case that policy architecture differs across the market. Whilst no underwriter willingly puts themselves in a position of providing cover on a risk that enters a procedure, the policy wording, and any endorsed adjustments, will have a huge impact on cover outcomes. In the extreme, insolvency exclusions are often applied and might typically read as follows: “…it is hereby understood and agreed the Insurer shall not be liable for any Loss or any Investigation Costs in respect of any Claim arising from, based upon, or attributable to the financial failure, liquidation, bankruptcy, insolvency, receivership or administration of the Company.” At the risk of stating the obvious, insolvency exclusions should be avoided. Nonetheless, other restrictions exist, particularly in the online environment, some of which are hard wired into wordings, such as: - Transactions on Insolvency Clauses - under normal circumstances, if an organisation enters an insolvency proceeding, ownership does not change, so the ML policy should continue to protect the directors. These clauses have the effect of stopping the cover in its tracks, removing any cover from that date onwards, placing policy restrictions and limiting room to manoeuvre; - Statements of Fact – most of these contain attestations as to the financial condition of an organisation, such as “the company has sufficient financing to meet projected liabilities as they fall due for the next 12 months”, or “the company/organisation made a profit in the last 12 months”. Quite aside from the vagueness, circumstances can quickly change (part of the reason to buy ML in the first place), but this language potentially opens the door to a retro review of cover. This might involve an insolvency exclusion, particularly amongst those markets with a track record of applying them; - Insolvency proceedings ‘extensions’ – most often these are actually sublimits, and without them, policy limits would otherwise apply; - Conversion to aggregate limits of liability on insolvency – these provisions are buried in some wordings and amend the basis of the cover from ‘any one claim’ on an insolvency event; - Retired insured persons – wordings vary here, but often the assumption is that if they have left the business, they are OK. Sadly, this is not always true from a legal or cover perspective, especially if their former employer ceases trading and the policy stops. Assuming that any in-force policy makes it to what would have been the renewal date, the question then turns to any extended reporting periods that might be available. What a good wording should do is give the option of an extension if “the Insurer or the Policyholder refuses to renew this Policy for any reason other than non-payment of premium, or because of merger or consolidation”. Cover ought to be available for up to 6 years and the authorisation clause should spell out who can control the policy (some policies do not have these…): *The Policyholder hereby agrees to act on behalf of all Insureds with respect to the giving and receiving of notice of Claims or termination, the payment of premiums and the receiving of any return premiums that may become due under this Policy, the negotiation, agreement to and acceptance of endorsements, and the giving or receiving of any notice provided for in this Policy (**except for the Insured Persons' ability to elect an extended reporting period**), and the Insureds agree that the Policyholder shall so act on their behalf.* Of course, having the option to extend the policy is one thing, having the money is quite another. The insolvency officer may sanction the spend out of the estate, but this is unusual (and a bad sign for the underwriter!). Given the nature of ML and D&O policies, if an individual pays the premium, the benefit cannot be ring fenced and cover automatically extends to all previously covered individuals. The remaining insured persons may be unaware of any purchase, but that doesn’t change the facts. The paradox will always be that those might likely to be affected by insolvency may find the cover hardest to find. Notwithstanding, unforeseen insolvency is a standard feature of the ML risk spectrum and should be priced into the product, so if the worst happens, comfort should exist. As with most areas of ML, language matters, and it is vital to give careful focus to the cover and options that are available. --- ## How to Choose an Employment Practices Liability Limit 2025 URL: https://www.mprunderwriting.com/insights/how-to-choose-an-employment-practices-liability-limit-2025/ Date: 2026-01-17 Type: Post When considering what limits to choose under a Management Liability (“ML”) policy, much of the focus centres on the Directors and Officers (“D&O”) liability section. Less attention has typically been given to the Employment Practices Liability (“EPL”) component, despite the fact that this is subject to a greater volume of claim notifications. Although they may not involve the same perceived levels of personal financial risk to directors, EPL claims can be time consuming, expensive and highly emotive. Consideration needs to be given to selecting limits to avoid surprises and a range of factors exists when making this choice: **Prior Losses**: this is often a function of the factors that follow below, but if there is a pattern of claims or recurring themes within an organisation and costs can be identified against them, this can prove instructive. **Basis of cover**: it is over 10 years since the market moved to an any one claim (“AOC”) cover from an aggregated limit. Average EPL limits are almost always lower than those for D&O, so the potential benefits of AOC are more obvious and the basis of cover exerts a much bigger influence on limit decision. Moreover, if the EPL limit is a sublimit of another aggregated section, this will be influential, as well as unappealing. **Activities**: certain trades and sectors are disproportionately exposed to claims, to the point that some will be considered uninsurable. Public sector risks are unattractive, due in part to unique features of those environments. Those that were previously within the public domain, such as housing associations, education and the care sector will present a higher hazard risk profile to underwriters. Weaker performance management, concentrated union membership and less portable skill sets are just some of the factors in play. Salary levels will influence risk, so those with higher than average earnings may be more exposed. Caps exist on the level of some categories of claim, such as unfair dismissal, but employees on higher salaries will reach those quicker. **Scale**: claims can happen irrespective of what the employer may or may not do. It is simple probability that the greater the number of employees, the greater the likelihood of a claim occurring will be. Of course, stronger policies that are more effectively communicated will help, but the less control and the less that Human Resources are walking the floors will mean the chances of a claim are higher, and the opportunity to deal with emerging and developing issues are lower. **Financial Profile**: this can impact hiring and firing patterns. Redundancies are material to underwriters and will prompt examination of the process to ensure proper procedures have been followed. Some insurers will remove the risk entirely and seek solutions in exclusionary language and higher deductibles. Nonetheless, once a section limit is set, it is often difficult to persuade underwriters to increase it as circumstances change, so this should be considered up front. **Merger and Acquisition Activity**: aligned with the previous point, most acquisitions will involve some assessment of duplication of resource. Whilst there is protection available under the TUPE regulations, there is often an inevitability to reductions in force and attempts to rationalise staffing levels following the acquisition and integration of organisations. **Territory**: location is a key consideration in any assessment of limits and the extent of any exposure to the United States (“US”) affects the risk profile more than any other territory. A US exposed risk can be materially different to one which presents as UK only, particularly if there is employment at scale (certain statutes only apply above a certain size in the US). There can often be an overreaction to US exposure when a risk is insured from the UK and deductibles are often out of line with those that would apply in the local market. This means it is invariably a more cost effective solution to obtain a policy in the US, the terms for which are likely to be kinder than those applied remotely. **Regulatory Framework**: the maximum and average employment awards in the UK are, for the most part, transparent and visible, and it is possible to get a good line of sight on these. This makes it easier to formulate ideas on what the sensible limit to choose might be: **Maximum and Average Awards for Unfair Dismissal and Discrimination 2023/24**: **Maximum Award****Average Award**Unfair Dismissal£179,124£13,749Race Discrimination£431,768£29,532Sex Discrimination£995,128£53,403Disability Discrimination£964,465£44,483Religion/Belief Discrimination£20,000£10,750Age Discrimination£261,949£102,891Sexual Orientation Discrimination£47,297£27,070Whatever the actual or perceived merits of a case, the number of costs awards made by Employment Tribunals was fractional at only 192 in 2023/24 (respondents (employers) having 153 costs awards awarded in their favour versus 39 in favour of claimants), with the default position at law that each party has to bear their own expenses. An understanding of the potential claim costs that are hidden from the ACAS statistics is therefore important. On unfair dismissal claims, it is reasonable to estimate that employers could spend £8,000 to £12,000 in legal fees to defend their position. Discrimination claims have the potential to bring even larger awards of compensation and legal costs can easily reach £20,000. If the respondent has called a large number of witnesses to defend allegations and a lengthy hearing (10 day) is needed, those legal costs can easily exceed £40,000. It should also be remembered that the statistics relate only to cases decided by the Employment Tribunal after a full hearing. The vast majority of cases will not make it that far and will either have been settled or withdrawn at an earlier stage. The latest Ministry of Justice statistics (for the quarter April to June 2024) show a rise in the number claims by 20% when compared with the same period in the previous year. With the Employment Rights Bill on the horizon, bringing with it enhanced rights for employees, it is difficult to see how the numbers will not continue to rise, probably sharply. The latest figures also show 59% of claimants having lawyer representation, adding to the cost and complexity of cases. From the perspective of the buyer, it is often the ‘bombshell claim’ that drives the limit choice and the risk factors feed in to both the likelihood and potential value of any claims. A claimant alleging a pattern of behaviours over a prolonged period can be a key feature of the high value cases, so having a proactive approach and ‘boots on the ground’ can definitely mitigate the risk and cost should employees be determined to present their case. There is no question that good quality insurance can help, but having solid employment practices provides the greatest initial defence and can have a meaningful downstream effect on any claims that hurdle them. --- ## To Fee or Not to Fee URL: https://www.mprunderwriting.com/insights/to-fee-or-not-to-fee/ Date: 2026-01-17 Type: Post ‘This “triumph for access to justice” will not be welcomed by all’. So declared Supreme Court judge, Lord Reed, on ruling unanimously in favour of Unison, following their appeal against the legality of the system of employment tribunal fees on July 26 2017. At that time, The Institute of Directors warned that the decision would ‘open the door to a spike in malicious or vexatious claims’. Almost eight years later, we can see how the concerns expressed at the time played out. Employment tribunal fees had been introduced in 2013 and abolished four years later in July 2017, so this can be tracked against a review of the Early Conciliation notifications that ACAS received across this period: 1 April 2012 to 31 March 2013191,5141 April 2013 to 31 March 201461,3081 April 2014 to 31 March 201583,4231 April 2015 to 31 March 201692,1721 April 2016 to 31 March 201792,2511 April 2017 to 31 March 2018109,6851 April 2018 to 31 March 2019132,7111 April 2019 to 31 March 2020138,8371 April 2020 to 31 March 2021114,5331 April 2021 to 31 March 202290,8111 April 2022 to 31 March 2023105,7541 April 2023 to 31 March 2024104,884The impact that the change to the fee regime had on the volumes seems to be clear, with an immediate rise in cases. We can also map the impact of Covid, which arguably created more tension and reaction in the Management Liability market than the fee structure change ever did. Expectations of a ‘tsunami’ of claims never materialised and in recent years numbers have settled down at volumes lower than anticipated. The expected reintroduction of tribunal fees (albeit nominal at the reported level of £55) evaporated with the change in government in July 2024. The early indications are that the 2024/2025 figures will rise, with the latest statistics (for the quarter April to June 2024) showing an increase in the volume of claims of 20% when compared with the same period in the previous year. There will also be an inevitable rise when The Employment Rights Bill passes into law, aiming to significantly enhance employment rights in the UK and, according to some sources, creating an ‘adventure playground for employment lawyers’. This brings with it an increase in workplace legislation and employee rights on a scale not seen since the 1970’s. For any business, with any number of employees, there will be many new legal points to consider. Whether hiring, managing or firing, there will be more things to do to stay within the law and more pitfalls to avoid. That, in turn, inevitably means more mistakes will be made and the consequences of those will need to be faced. Even if mistakes are not made, the rise in employee rights will mean a rise in Employment Tribunal caseloads. As well as having good controls, Employment Practices Insurance remains an important part of the defence strategy against employment claims. There may not have been a better time to review this for organisations than right now. --- ## Navigating a Softening Cyber Market URL: https://www.mprunderwriting.com/insights/navigating-a-softening-cyber-market/ Date: 2026-01-17 Type: Post It doesn’t seem long since our tips on navigating a hardening market, but the cyber insurance world moves fast, and we find ourselves at a different stage of the cycle. An abundance of options and pricing disparities can make softening markets just as tricky to navigate, but there are important points to bear in mind: ### 1. Look Beyond the Deal In softer market conditions the headline numbers often become the focal point, but it is important to pay close attention to the policy cover and, more importantly, the quality of response that sits behind the product. Cover and the incident response services merit deeper analysis and remain the most important factor in the purchasing decision, regardless of market conditions. [Accessing Cyber Insurance and importance of incident response](/accessing-cyber-insurance-the-importance-of-incident-response/) ### 2. Longer-term Sustainable Outcomes The Cyber Insurance market cycle appears to be shorter and more volatile than other product lines. A well-established, experienced provider can often be viewed more favourably, particularly with the ability to offer stable pricing over a prolonged period with a longer-term outlook. ### 3. ‘Bells and Whistles’ Increased competition often encourages product enhancements as insurers look to differentiate themselves. Whilst these can provide some useful additional cover, they shouldn’t take the emphasis away from the important question - what actually happens when a cyber event occurs? All insurers should be willing to articulate how their product manages a cyber event. The ‘Golden Hour’ demonstrates the crucial role the cyber insurance product plays. [The Golden Hour of Incident Response](/the-golden-hour-in-cyber-incident-response/) ### 4. Accessible Expertise Low touch, streamlined methods are helping insurers get their products to market. This facilitates easier placement and can aid conversion for new buyers, particularly in the SME sector. However, it does mean that interaction is reduced, and accessible expertise can sometimes be harder to find. Access to experienced brokers, underwriters and incident response providers remains vitally important, particularly for larger or more complex risks. ### 5. Differentiate from One-Size-Fits-All Softer market conditions can lead to changes in insurer approaches with reduced underwriter interaction, shorter question-sets and a decrease in subjectivities. This can create a one-size-fits-all approach. This sounds positive for buyers, but the main beneficiaries tend to be poorer risks with limited, basic controls that slip through the underwriting process. Moreover, risks with better cyber security posture lose the opportunity to differentiate their risk and demonstrate their quality. --- ## Going Local Down in Acapulco: D&O and Overseas Subsidiaries URL: https://www.mprunderwriting.com/insights/going-local-down-in-acapulco-do-and-overseas-subsidiaries/ Date: 2026-01-17 Type: Post The question of how to most appropriately address cover for overseas subsidiaries under Directors and Officers Liability (“D&O”) policies has circulated for over 15 years. That question is often more acute in territories where ‘non-admitted insurance’\* is prohibited on some of the more established classes of cover and is further complicated by the less developed nature of local D&O markets and the unique characteristics of D&O itself. *\*(‘admitted’ means the company providing the insurance has met the regulations set by the local insurance regulator).* Whilst a clear and consistent answer remains frustratingly evasive, what is without question is that the most comprehensive way to cover risks in any overseas location is to buy a policy there. International D&O claims can be difficult to manage, with translational dynamics, currency controls, local legal differences and time zones amongst the issues. That said, most D&O or Management Liability (“ML”) policies on the market will have ‘worldwide’ as the territorial default (not to be confused with [jurisdiction](https://www.mprunderwriting.com/governing-law-and-jurisdiction/)) and without adulteration the policy would, in theory, respond to a claim from anywhere it might be possible to bring one. It is not accurate to say that a policy will not respond if non-admitted insurance is prohibited (or thought/presumed to be) because the policy ought technically to cover the loss. Whilst it may obviously prove difficult to pay a claim if the insurer is not licensed, there is nothing in the policy that should prevent it from exploring the possibility to do so. The lack of an established D&O market locally or poor levels of clarity in this class of cover is not a good enough reason for the policy not to attempt to legitimately respond. Unhelpfully, there is a scarcity of any meaningful examples on tax treatment of local payments or potential fines to act as a bellwether here. Nonetheless, increased awareness and concerns of local directors regarding their personal liability and the desire to avoid local tax issues or in-claim obstacles (payment of taxes to enable a claim to be paid or limitation/prohibition on insurance or indemnification from outside the country) means questions persist on the issue. In an attempt to clarify the position, some D&O underwriters have migrated ‘FINC’ (Financial Interest Clauses\*) from other classes of cover, but there is an uncomfortable and unnatural fit with D&O and they do no more than confirm what the position is likely to be in any event (pay the policyholder for loss they are obliged to reimburse to a director). These clauses are also particularly difficult to reconcile against ‘Clause 1/Side A’ claim scenarios ([D&O Deductibles - MPR Underwriting](https://www.mprunderwriting.com/d-o-deductibles/)), arguably the strongest motivation for purchasing D&O in the first place. *(\*A FINC is designed to try to protect the financial interest of a policyholder in a subsidiary and (generally) states that insurers will pay loss to the policyholder where insurers are legally prohibited from paying loss to a subsidiary company. In theory, this avoids regulatory and tax issues, and provides a cost effective way for multinational companies to avoid the need for local policies. However, FINC remain untested in claims scenarios and they fail to address any of the issues on tax, language, etc., so do no more than what is accepted to be the position without the existence of the FINC. The theory weakens further in the context of D&O).* Much of the originating narrative on local policies was dominated by global insurers and brokers, possibly to leverage the extent to which their networks could out-stretch the competition. And yet, much of the prescription failed to cure the underlying condition and stand up to scrutiny. Solutions centred on a ‘master’ policy in the home country with local ‘underliers’ issued overseas through subsidiaries or affiliates, often with a $1m limit and a ‘difference in conditions’ provision written into the master policy. However, these failed to flawlessly address the key difficulties. Issues such as ‘cash before cover’ have always been tricky, but if the local policy fails to respond, or the limit is reached, the policyholder is precisely back where they started and in a position of no obvious advantage. There is no difference to paying $1 in excess of a $1m limit as there is to pay the first $1 without the policy existing, or failing, in the first place. To compound matters, the limited number of insurers who offer master policy capability are inconsistent in their approach to dealing with particular jurisdictions, coordination between a master and local policies, dealing with tax issues and local policy issuance. The result is often a confused and time consuming process resulting in many organisations abandoning this approach entirely. Understandably perhaps, all of this feeds into the inconsistency of approach, and response. Much with the choice of which [limit to buy](https://www.mprunderwriting.com/how-to-choose-a-do-liability-limit/), there is no standard outcome that will suit every organisation. Some are content to rely on the worldwide cover provided by the parent D&O policy whereas others may choose to purchase local policies in every country where there is an official in the territory. In the space between lies a variety of approaches with each contingent on the characteristics and scale of operation in each specific territory. If a formal subsidiary with a management board exists, this will be persuasive, and the ability to make local, independent decisions is often a key factor in the purchase process. As important as this is the attitude to risk management and compliance, along with the willingness to devote resource to an area for which there is no commonly accepted approach. Choosing a D&O insurer with global footprint is often preferred, and yet the purchase in local markets by local subsidiaries can be neater, quicker and often much less expensive, with the option to include other covers ([Employment Practices](https://www.mprunderwriting.com/products/employment-practices-insurance/) or [Entity Cover](https://www.mprunderwriting.com/entity-cover-explained/), for example) that are not available via the master D&O only cover. Some may set a size determinant or decide on a sliding scale of perceived risk and likelihood of foreign tax penalties or challenges to the indemnification process (or even rules on indemnification existing at all). Whilst standard approaches do not exist, they have evolved and are likely to drop into three broad categories: 1. **Rely on the default position under the ‘master’ policy:** where non-admitted cover is not allowed (at least in theory), attempts can be made to pay the policyholder for the reflective loss or payment direct to individuals can be investigated, but if there are restrictions, then local payment might be difficult, or even impossible. As long this is known and accepted up front, it can be the least complicated approach; 2. **Select some, but not all, countries in which to purchase local policies:**this might be done in countries where the physical presence is greatest or those which are strategically important, or where regulation is known to be tighter; 3. **Buy polices locally in every country with directors/officers:** this is the most comprehensive approach, but also the most costly and time consuming. It can be done with one of the limited number of insurers with the capability or can be more easily achieved by local purchase in the same way a UK subsidiary of a foreign owner typically buys cover. This has the added advantage of the greater product reach for other covers within the ML framework and offers substantially more choice and control, both at home and abroad. The reality is that very few companies decide they need a local policy in every location where they have a director or officer. It is far more common for organisations to take the decision to rely on the worldwide cover provision, accepting the risk of gaps or failure in some places. Whatever the decision, it is manifestly sensible to go through a country-by-country analysis and determine which might merit a policy of its own. It may also be the case that rate reductions can be achieved if certain territories are excluded, in the knowledge that the premium offset may help to fund a purchase overseas. Local D&O markets continue to develop and mature and products are widely available in most territories, so that option is increasingly accessible. At the same time, clarity can still be hard to find and in many of the countries that potentially prohibit non admitted D&O cover, local laws fail even to address indemnification, which is the foundation upon which D&O policy architecture is drawn. All of this means that the frustration and absence of a one-size-fits-all solution is likely to persist for the foreseeable future. --- ## The Golden Hour in Cyber Incident Response URL: https://www.mprunderwriting.com/insights/the-golden-hour-in-cyber-incident-response/ Date: 2026-01-17 Type: Post The ‘Golden Hour’ is a phrase most commonly used in the medical profession to describe the vital period of time following a traumatic or critical injury, where providing prompt medical or surgical intervention offers the highest chance of survival. The cyber security industry has adopted this concept to describe the immediate aftermath of an impactful cyber event and the importance of prompt incident response. The ‘Golden Hour’ here refers to the short period of time (not strictly 60 minutes, but the critical hours immediately following a cyber event) where vital support and actions can limit the damage and the severity of the event. It is also where a Cyber Insurance policy can show true value. Whilst products may appear similar on paper (with comparable phrases on terms, limits, premiums and heads of cover), the devil really is in the detail and not all options are the same. It is critically important to examine what happens when a cyber event occurs, how that cyber insurance policy will respond and, crucially, to understand what support and expertise will be provided. A high quality product will offer an incident response provider with a 24/7/365 service and an ability to swiftly engage a collaborative crisis management team. That Golden Hour period, whilst tailored to the specific event, should focus on the following key themes: - rapid assessment of the situation; - agreeing incident response strategy; - effective communication; - mitigation of immediate threats; - deployment of resources; and - documentation and record keeping. Moreover, a good cyber insurer will view high quality incident response services as mutually beneficial. Speed and quality of response can minimise the impact of the event and potentially reduce the severity of claim. Experienced insurers and incident response providers also recognise that it is much easier to stand down a comprehensive response than it is to raise an inadequate one. The diagram below shows how a typical cyber event is managed by the MPR policy, including the all-important Golden Hour. --- ## Cyber Insurance – What to Expect in 2025 URL: https://www.mprunderwriting.com/insights/cyber-insurance-what-to-expect-in-2025/ Date: 2026-01-17 Type: Post Cyber Insurance has seen significant change in recent years with market cycle fluctuations, increased capacity, new products and evolving services. However, the key themes and concepts remain vitally important, some of which include: ### 1. Market Conditions Competition is healthy with a variety of underwriting approaches offering brokers a wide choice of products and service. 2020 and 2021 were unprofitable for some insurers and a hardening market followed, with changes to underwriting methodology. Confidence returned in 2022 & 2023 with a sharper focus on minimum controls and risk management. Despite the market buoyancy, 2024 claims trends still showed sizeable threats and developments, so it will be interesting to see how insurer optimism is affected in 2025. ### 2. ‘Open-Source’ Underwriting Open-Source Intelligence (OSINT) scanning works by assessing vulnerabilities and exposures (primarily in website/web-applications). It has become a key underwriting tool for insurers and has further facilitated streamlined underwriting. Some insurers can also include continuous monitoring for clients. However, it has been argued that OSINT has limitations and doesn’t always give a true reflection of the overall risk mitigation. Larger clients with experienced IT teams may want to provide their own cyber security posture information and can often find interference frustrating, with regular basic security updates creating a level of ‘alert-fatigue’ ### 3. Automation vs Accessibility Streamlined underwriting and OSINT have helped Cyber growth, speeding up the path to purchase and allowing competitive pricing. It is often favoured in the SME space, but there is minimal opportunity for a client to differentiate their risk and negligible interaction with an underwriter. Larger or more complex risks may benefit from accessible underwriting expertise. This may include further information gathering but allows articulation of risk in more detail, moving away from the one-size-fits-all approach. Premium is determined by a more bespoke process with consideration given to understanding a complete risk profile. OSINT can be used as part of process, but normally in conjunction with overall risk information to ensure that the broader cyber-security posture is understood. ### 4. Contractual Obligations General awareness of cyber threats and appropriate insurance protection has increased, leading to many clients now buying a policy to satisfy contractual obligations from 3rd party customers, vendors or investors. There is a recognition that cyber claims pose a major threat to both operations and balance sheets, so insurance is seen as a key requirement and limit requests can often be sizeable. Capacity for excess layers is readily available, but it is worth analysing the details of the contractual request. Third party cover only (rather than full first party requirements) may be all that is required, enabling more competitive terms to be negotiated. ### 5. Importance of Experience Cyber Insurance is well-established, but levels of experience can differ in all stages of the process. Accessing expertise remains key and that extends to brokers, underwriters and, most importantly, to the incident response providers. When it comes to incident response, there is no substitute for experience and those providers established for many years will have dealt with many cyber events and are more likely to possess the knowledge and confidence to help an insured in their time of need. Time is vital during a cyber event, and it is much easier to stand down a comprehensive response than it is to raise an inadequate one. --- ## MPR Infographic 2025 URL: https://www.mprunderwriting.com/insights/mpr-infographic-2025/ Date: 2026-01-17 Type: Post A picture of MPR Underwriting in 2025. ![](https://www.mprunderwriting.com/wp-content/uploads/MPR-Infographic-Landscape-Dark-2025-cover-1536x1086.webp) --- ## Pension Liability – Ten Claim Examples URL: https://www.mprunderwriting.com/insights/pension-liability-ten-claim-examples/ Date: 2026-01-17 Type: Post Organisations that provide pensions and the trustees of such schemes play crucial roles in maintaining their suitability and integrity. Responsibilities include prudent management of scheme assets, compliance with regulation, enrolment and communication with members, accurate record keeping and prompt payment of contributions. As a consequence, ‘sponsoring employers’ and trustees of schemes can be exposed to a range of risks, with personal liability in some circumstances. Whilst indemnities may be available, any loss will need to be funded by the scheme or the scheme sponsor. Moreover, both the sponsoring employer and the scheme itself may be exposed to potential loss if things go wrong. In many cases, pension liability insurance can help to manage the risk to the employer, the scheme and the trustees, including the following examples: 1. Two retired trustees were accused of negligent investment of scheme assets by the newly appointed trustees. It was alleged that the transfer of assets to a higher risk fund, resulting in a significant reduction in value, was a breach of their fiduciary responsibility to the scheme. **Total loss: £223,000** 2. A scheme member took early retirement on the grounds of ill health. An expected discretionary increase stated in the pension scheme handbook was not provided because the scheme was in deficit. A complaint to The Pension Ombudsman followed. The sponsoring employer advised they were not able to make the contributions required to enhance the benefits of the member. The complaint was also considered against the trustees, concluding that no criticism of the decision taken could be made. Although the complaint was found in favour of the trustees, costs were incurred to comprehensively defend the position. **Total loss: £19,000** 3. A sponsoring employer was accused of breaking a promise to treat a scheme member as a specific and separate class, which would have had potentially beneficial treatment from a taxation perspective. The individual took the matter to the Money and Pensions Service, who agreed with the scheme trustees that no evidence existed to support the complaint from the member. Although the sponsoring employer was not found at fault, they were required to defend their position. **Total loss: £24,000** 4. Scheme trustees were accused of improper investment of scheme assets in a property development loan which ultimately defaulted. Trustees were found to be liable for failing to undertake appropriate due diligence in granting the loan and in the assessment of the feasibility of the construction project. **Total loss £267,000** 5. A scheme was accused of incorrectly equalising benefits of male and female members. On correction of this error, the true funding position dramatically declined. Whilst the sponsoring employer brought a claim against the scheme administrator for negligence, they also pursued the trustees for a breach of obligation in ensuring the scheme was correctly administered. A settlement with members was eventually reached. **Total Loss: £22,000** 6. Trustees and administrators were found to have been late in supplying important information to a member who was looking to transfer their pension out of the scheme upon retirement. It was alleged that, as a result of the delay, falls in the stock market reduced the transfer value against what it would have been had the information been supplied in a timely manner. A claim of maladministration was upheld and the loss included damages in addition to defence costs. **Total loss: £77,000** 7. A scheme member requested an amendment to retirement age, having already changed it previously. The request was based on future predictions of annuity rates. When the request was denied the member complained to The Pension Ombudsman, who decided that the trustees had not acted inappropriately. Legal costs were incurred in defending the matter. **Total loss: £20,000** 8. Scheme members issued proceedings against trustees for breach of fiduciary duty in providing the ability to invest part of the pension in a higher risk option, which was backed by a sub-optimally performing financial institution. Allegations also included breaching of the duty of disclosure by providing incomplete communications to members. **Total loss £121,000** 9. A deferred member became entitled to draw down benefit, having left the sponsoring employer several years earlier. When in receipt of the annual benefit quotation, it appeared to be significantly less than a quote he had previously received from the scheme administrator and which had allegedly been detailed on previous correspondence. A complaint followed and costs were incurred in defending the accusations. **Total loss: £22,000** 10. An organisation failed to enrol a member of staff in the company death in service part of the pension scheme even though it was clear the employee had been paying pension contributions. On their death, a negligence claim followed alleging liability for the amount that should have been paid. **Total loss was in excess of £100,000** --- ## Entity Cover Explained URL: https://www.mprunderwriting.com/insights/entity-cover-explained/ Date: 2026-01-17 Type: Post The origins of ‘entity cover’ as an extension to Directors and Officers Liability (“D&O”) policies dates from the late 1990’s. At that time, D&O was a relative newcomer to the UK insurance market and was predominantly purchased by publicly traded and larger private organisations. As an attempt to encourage demand in the private company demographic, entity cover emerged as a travel companion to the D&O product. Entity cover is often referred to as ‘Corporate Legal Liability (“CLL”)’ or ‘Company Insurance’, and the terms are used interchangeably. The idea was borne of a base characteristic of substantially most private organisations, that of director ownership. Directors and shareholders were often the same thing and a claim against the organisation (as opposed to a director/officer) that resulted in an uninsured loss could, by extension, be considered to be a parallel loss of the directors by virtue of that ownership interest. The cover therefore found a natural position alongside D&O for private companies because of where those financial impacts might ultimately fall. This social history also explains why it is not available on public companies, because at this level there is a complete (or much greater) divergence between ownership and control, and the supporting logic falls away (it is possible to get entity cover for securities claims for plcs, but this is typically as far as it goes). And because the evolution of entity cover has been parasitic to D&O, it has never been available in isolation. In the context of private organisations, the size at which the cover is available varies across the market, but it tends to be around a threshold of £250m, above which the correlation between ownership and control begins to degrade. Even though entity cover has been available for over 25 years, there are clear differences in what it does from contract to contract, but it is always important to recognise that it was never designed to replace established classes of cover. The generally acknowledged position was that entity cover would act as a contingent provision for those organisations that didn’t have the need, or the exposure, to buy a stand-alone insurance policy for certain areas of risk. Evidence of this can be seen in defence costs sublimits in areas such as intellectual property and pollution, where fully developed markets exist for more expanded insurance solutions. As one would expect, all of the territory covered by established products for ‘entities’ would also be excluded, such as [professional indemnity](https://www.mprunderwriting.com/products/professional-indemnity-insurance-for-specialists/), [employment practices](https://www.mprunderwriting.com/products/employment-practices-insurance/) and [pension liability](https://www.mprunderwriting.com/products/pension-liability-insurance/). The supply led heritage of entity cover, combined with the market inconsistency, also limited the ability to charge any meaningful premium, even though it did provide some tangible advantages in the absence of any other product. Defamation cover and, perhaps more obviously, [corporate manslaughter](https://www.mprunderwriting.com/corporate-manslaughter-and-management-liability/)/health and safety, are good examples of where entity cover can plug holes in programmes with minimal effort or cost. Challenges still remain for underwriters. There is a need to scope out and define a competitive and relevant proposition without invading or duplicating other classes of cover. A line also needs to be drawn between fortuity and inevitability, or simply events that happen as part of the business cycle and operating an organisation. Claims from regulators are a good example where tension exists between trying to be relevant whilst avoiding straying into trade risks where the essential ingredient of fortuity may be absent. It is therefore usual to see many regulators with investigatory powers excluded by policy language (FCA, Competition and Markets Authority, The Pension Regulator and HMRC, for example) and it will only be in areas where fortuity exists and the risk sits outside more established classes of cover that entity cover can potentially step in to pick up the pieces. As with all management liability products, careful inspection is needed as no two products are alike. However, entity cover is not “D&O for the organisation” and has nowhere near that range or scenario capability. What is clear is that entity cover has an established position and is now considered a core component of management liability covers, despite some of the evident limitations and inconsistencies. --- ## Thank You, from MPR Underwriting URL: https://www.mprunderwriting.com/insights/thank-you-from-mpr-underwriting/ Date: 2026-01-17 Type: Post We put brokers at the heart of our operating model when we set up MPR Underwriting. That is why we place such heavy emphasis on our rating and why we are absolutely thrilled to secure a 5 star ranking for the fifth consecutive year. Thank you. ![](https://www.mprunderwriting.com/wp-content/uploads/image_leaves-1536x864.webp)## [Employment Practices Liability – Ten Claim Examples](https://www.mprunderwriting.com/insights/employment-practices-liability-ten-claim-examples/) Since the beginning of the COVID-19 pandemic, the number of employment tribunal cases rose by 13.4%, with an increase of 7% in the 2023/24 financial year over the prior year. ![](https://www.mprunderwriting.com/wp-content/uploads/abstract-sheets-1536x864.webp)## [Something for Everyone: EIGHT Management Liability Products, from MPR](https://www.mprunderwriting.com/insights/something-for-everyone-eight-management-liability-products-from-mpr/) MPR have developed EIGHT products, each specifically designed to match the requirements of a particular type of organisation.. ## MPR Insights: Top 10 Most Viewed 1. [Governing Law and Jurisdiction](/insights/governing-law-and-jurisdiction/) 2. [D&O – do you need to run off?](/insights/need-run-off/) 3. [Prior & Pending Litigation Date and Retroactive Date – A Case of Mistaken Identity?](/insights/prior-pending-litigation-date-retroactive-date-case-mistaken-identity/) 4. [How to Choose a D&O Liability Limit](/insights/how-to-choose-a-do-liability-limit/) 5. [Inside ‘Outside Directorship Liability’](/insights/inside-outside-directorship-liability/) 6. [D&O and PI Exclusions](/insights/professional-services-exclusions-and-do-liability/) 7. [D&O Deductibles](/insights/d-o-deductibles/) 8. [Adding ‘Associated Companies’ to Management Liability Policies](/insights/adding-associated-companies-to-management-liability-policies/) 9. [Management Liability Loss Examples (D&O and Entity): 24 for 2024](/insights/management-liability-loss-examples-do-and-entity-24-for-2024/) 10. [The Significance of Extended Reporting Periods](/insights/the-significance-of-extended-reporting-periods/) --- ## Employment Practices Liability – Ten Claim Examples URL: https://www.mprunderwriting.com/insights/employment-practices-liability-ten-claim-examples/ Date: 2026-01-17 Type: Post Since the beginning of the COVID-19 pandemic, the number of employment tribunal cases rose by 13.4%, with an increase of 7% in the 2023/24 financial year over the prior year. At the date of the reporting of these figures, the number of open tribunal cases had increased from 3% on the prior year and stood at 653,000. The most common claims are for unfair dismissal, discrimination and wage disputes (including unlawful deductions). These statistics highlight the challenges organisations face when navigating the tightrope of employment law and show how easy it is to become embroiled in a drawn out legal process at significant cost, especially in a system where the costs risks to the claimant is zero. Whilst the generic reasons for employment claims are often similar, each one has its own nuances. Consider the following examples for the kinds of scenarios, and costs, that employment practices insurance has helped with: ## 1. Business Activities: Mechanical Parts Manufacturer **Turnover: £9,000,000** A former employee claimed unfair dismissal when they believed a redundancy process should have been followed in lieu of dismissal. The tribunal application listed both unfair and wrongful dismissal, as well as age discrimination and age related harassment. The employment tribunal found in favour of the claimant, awarding substantial damages. **Total Loss: £44,000** ## 2. Business Activities: Water Drainage Solutions **Turnover: £140,000,000** A senior member of staff raised health and safety concerns in respect of vehicles at a location of the insured organisation. He claimed that his concerns were not acted upon in the correct manner and actions following his disclosures undermined his position. The claimant resigned and made allegations of constructive dismissal due to whistleblowing. Whilst the employment tribunal found in favour of the insured significant costs were incurred during the tribunal process. **Total Loss: £50,000** ## 3. Business Activities: Educational Charity **Income: £5,000,000** An employee on maternity leave made a claim for indirect sex discrimination and refusal of a flexible working application on her return to work. The claimant argued that the refusal of flexible working was based upon incorrect facts and that the charity had breached an implied terms of trust and confidence by enforcing, and then upholding, discriminatory processes. The claim was settled via conciliation prior to a tribunal hearing. **Total Loss: £14,000** ## 4. Business Activities: Creative Agency **Turnover: £7,900,000** A former company employee and shareholder was dismissed from his position for withdrawal of companies funds for personal use. The employee claimed unfair dismissal, as dismissal was a trigger event in the shareholder agreement that would mean his shareholding would be transferred to the other shareholders at par value. The claimant insisted this was the true reasoning behind his dismissal. Whilst the bulk of the defence costs were incurred as a director and officers liability claim, the insureds entity Employment Practices cover also incurred substantial defence costs. **Total Loss: £25,000** ## 5. Business Activities: Hotel Operator **Turnover: £14,000,000** A housekeeper resigned from her position and made a claim for constructive dismissal. The former employee claimed that the employer had tried to manage her out of the business over a period of time following illness using a variety of performance reviews and unrealistic requirements to justify their actions. The claim was settled via mediation. **Total Loss: £32,000** ## 6. Business Activities: Automotive Parts Manufacturer **Turnover: £11,000,000** The employer was accused of a failure of duty of care by not providing a safe place to work and failing to support an employee following and alleged sexual assault on the employers premises. In addition to this, the claimant accused the employer of age discrimination by letting the youngest member of the company be exposed to such serious harassment. The claim was settled via mediation. **Total Loss: £41,000** ## 7. Business Activities: Stationery Distributor **Turnover: £24,000,000** Following a senior employee raising concerns in respect of the validity of an insurance claim, it was alleged that he was subjected to detriment by a company director. This ultimately led to the company advising him that his position was to be made redundant. The employee appealed the redundancy, stating that correct redundancy procedure had not been followed, but the decision was upheld. A grievance was then raised and rejected, following which the employee made claims for unfair dismissal, breach of contract in respect of benefits owed, and detriment. The claim was settled prior to tribunal. **Total Loss: £75,000** ## 8. Business Activities: Demolition Contractor **Turnover: £5,000,000** The claimant alleged constructive dismissal via demotion following allegations of bullying which had caused the claimant stress and anxiety. The claimant had his grievance dismissed by the insured, who refused to reinstate the claimant to his original position, leading to the claimant resigning his position. Although the tribunal found in favour of the insured, the legal costs incurred in defending the case were considerable. **Total Loss: £20,000** ## 9. Business Activities: Employment Outsourcing Administration **Turnover: £33,000,000** The client executed a redundancy review procedure a made a member of staff on maternity leave redundant. The employee made a claim for sexual discrimination and unfair selection for redundancy. The insured was found to be at fault for failure to follow due legal process in respect of redundancy selection. The claimant was awarded significant damages. **Total Loss: £55,000** ## 10. Business Activities: Leisure Goods Distributor **Turnover: £10,000,000** An employee was dismissed shortly after her probationary period due to her unapproachable nature and unsuitability for the role to which she had been appointed. The former employee filed an employment tribunal claim shortly afterwards, citing her mental health issues as the reason for her sometimes unfriendly disposition, as well as claiming disability discrimination. The claimant dropped the claim following the provision of circumstantial evidence from the insured which confirmed their position. Although the claim was unsuccessful, the accusations made still had to be defended and legal costs incurred. **Total Loss: £15,000** --- ## Neil McCarthy: MPR Underwriting strives to be ‘accessible expert’ for brokers URL: https://www.mprunderwriting.com/insights/neil-mccarthy-mpr-underwriting-strives-to-be-accessible-expert-for-brokers/ Date: 2026-01-17 Type: Post MPR Underwriting Managing Director provides an overview of factors impacting MGAs today. ### How has MPR Underwriting developed its service levels to match and exceed broker expectations? We have continued to be acutely sensitive to the need to deliver a highly differentiated, service led proposition, so in that sense it has very much been business as usual. We have onboarded a small number of new brokers, but maintained the balance between delivering against the standards we have set with carefully curating our broker estate and bringing MPR to new audiences. Face-to-face workshops have proved very useful and we will continue to do this through the remainder of 2024 and into 2025. Our ongoing commitment to a high quality, service focused proposition has been supported by the business’ accreditation as a Chartered Insurance Underwriting Agent by the Chartered Insurance Institute and we remain committed to the highest standards of professionalism in how we deliver our offering. On the claims side, we have sharpened our proposition during 2024. As we have grown, it has been equally important to meet broker expectations on claims as it has on the underwriting and service side of the business and we now have a framework that we are confident has the scalability, professionalism and standards that brokers expect from the MPR brand. ### How is MPR Underwriting deepening its broker relationships and taking existing broker partnerships to the next level? The fact that we are specialists and only write management and professional risks is a key feature of the role we play in relationship and placement strategies. Our aspirational brand position was to be accessible experts that are able to be utilised when required – not only for the placement of high quality MPR propositions, but also to provide a sense check and reference point on all matters associated with any of the 20 plus products we produce. What we exist to do has not changed since day one back in 2017. However, as we have developed and matured, brokers have seen the solidity and quality in what we do, so the relationships deepen and we hope the sense of pride we have in our delivery plays out in the level and quality of the relationships with our brokers. We offer training modules, underwriting support agreements, marketing content and other opportunities to collaborate to strengthen our broker relationships. The fact that MPR Underwriting is not characterised by the constant underwriter rotation seen through much of the market allows us to have confident conversations about the next level and longer-term expectations of our brokers. ### Each year, brokers provide product feedback on how they feel products can be enhanced. Which of your products have faced the biggest developments through working with brokers? Most of what we do has been in response to broker requests and feedback, so our marketing and product development is picked up from this feedback loop. This contrasts much of what we see in the market, which is presumptive and typically driven by those who do not speak to brokers and are several steps away from them. MPR Underwriting aggregates broker conversations and feeds these quickly into the creation of content and products. One good example is our portfolio of eight management liability products. Most competing markets have one, sometimes two, products in comparison. Plus, the gestation of these products can often be several years in a company environment, as opposed to several weeks in the MGA world. This makes us much more able to respond quickly to any changes brokers tell us they need in a product. Poor service is a constant theme in our discussions with brokers and we continue to be focused not only on the speed of our response, but also on the quality. Even if what brokers are asking for is not possible or is difficult to engineer, we are always available and quick to deal with enquiries of all shapes and sizes. ### Concern over changes to capacity arrangements is still very apparent in the MGA market. Should brokers have any concerns about the capacity arrangements at MPR Underwriting? No one can see round corners – something we have learnt after many years in the industry. However, within the framework of the financial lines market, the most violent changes and disruptions have been caused by the company market over the last five years, either through total abandonment or via the most radical of strategy changes. MPR enters its eighth underwriting year with Axis Speciality SE in 2024 – we have a three-year agreement with the insurer out to 2027. In addition, we have a long-term perspective on cyber with Chaucer. MPR has been consistently measured, sensible, flexible and diligent through market turmoil. As an MGA, we have a truly differentiated proposition that is supported by a highly experienced team and a supply line of younger underwriters to absorb knowledge and experience. Such a strongly differentiated MGA is arguably better positioned than most companies because we have more options in the event of an unexpected sequence of events. ### What can brokers expect in the next 12 months from MPR Underwriting? As boring as it might sound, more of the same. What we do is actually quite straightforward, but we have discovered that it is rather difficult to do well. We believe we have established ourselves as a high quality solution for brokers across the market and across a wide range of products. We will remain alive to new opportunities and constantly seek self-improvement, while guaranteeing not to compromise the standards we have set. ### What are the major challenges facing the MGA market in the year ahead? There seems to have been a perceptible growth in confidence in the MGA model across the market, recognising the flexibility, agility and lack of bureaucracy that is attractive to both underwriters and brokers. The influx of competition means we will remain as laser focused as we always have been on product quality and exceptional output. ETrade continues to demonstrate inherent weaknesses in our lines, so that is an opportunity as well as a challenge – the key here being effective front foot communication. One of the biggest issues across the market continues to be the development of new talent. We have recognised for many years, even prior to the existence of MPR Underwriting, that knowledge transfer has diminished in favour of the obsession with eTrade on our lines of risk, so some of our work is making sure we have succession planning and empowerment across the MPR business, to make sure we can continue to deliver for our brokers in the long term. Claims inflation and consolidation in the broker market are areas to watch, but these are not uniquely MGA issues. --- ## Something for Everyone: EIGHT Management Liability Products, from MPR URL: https://www.mprunderwriting.com/insights/something-for-everyone-eight-management-liability-products-from-mpr/ Date: 2026-01-17 Type: Post Flexibility is at the heart of MPR. Recognising there is no one-size-fits-all solution to Management Liability, we have developed EIGHT products, each specifically designed to match the requirements of a particular type of organisation. For more details, click on each product, or call us, we’d be delighted to talk in more detail. ![](https://www.mprunderwriting.com/wp-content/uploads/abstract-sheets-1536x864.webp)## [Management Risks Insurance for Private Companies](https://www.mprunderwriting.com/products/management-risks-insurance-for-private-companies/) MPR offers a financial lines package policy to private companies to protect them against the escalating risks and costs facing these organisations. ![](https://www.mprunderwriting.com/wp-content/uploads/image_blosom-1536x864.webp)## [Management Risks Insurance for Portfolio Companies](https://www.mprunderwriting.com/products/management-risks-insurance-for-portfolio-companies/) MPR offers a financial lines package policy to portfolio companies to protect them and their management (specifically including private equity directors) against the risks and costs that exist and emerge in their operational environment. ![](https://www.mprunderwriting.com/wp-content/uploads/image_leaves-1536x864.webp)## [Management Risks Insurance for Employee Ownership Trusts](https://www.mprunderwriting.com/products/management-risks-insurance-for-employee-ownership-trusts/) MPR offers a financial lines package policy to employee ownership trusts. ![](https://www.mprunderwriting.com/wp-content/uploads/image_paper_rolled-1536x864.webp)## [Management Risks Insurance for Law Firms](https://www.mprunderwriting.com/products/management-risks-insurance-for-law-firms/) MPR offers a financial lines package policy to protect the assets of law firms against the risks associated with their operational environment. ![](https://www.mprunderwriting.com/wp-content/uploads/image_graphene-1536x864.webp)## [Management Risks Insurance for Partnerships](https://www.mprunderwriting.com/products/management-risks-insurance-for-partnerships/) MPR offers a financial lines package policy to protect the assets of partnerships against the risks associated with their operational environment. ![](https://www.mprunderwriting.com/wp-content/uploads/image_bend-1536x864.webp)## [Management Risks Insurance for Limited Liability Partnerships](https://www.mprunderwriting.com/products/management-risks-insurance-for-limited-liability-partnerships/) MPR offers a financial lines package policy to protect the assets of Limited Liability Partnerships against the risks associated with their operational environment. ![](https://www.mprunderwriting.com/wp-content/uploads/image_ink-1536x864.webp)## [Management Risks Insurance for Third Sector Organisations](https://www.mprunderwriting.com/products/management-risks-insurance-for-third-sector-organisations/) MPR offers a financial lines package policy to protect the assets of third sector organisations against the risks associated with their operational environment. ![](https://www.mprunderwriting.com/wp-content/uploads/image_waves_alt-1536x864.webp)## [Management Risks Insurance for Barristers](https://www.mprunderwriting.com/products/management-risks-insurance-for-barristers/) MPR offers a financial lines package policy to protect the assets of barristers, chambers and service companies (where required) against the risks associated with their operational environment. --- ## Inside ‘Outside Directorship Liability’ URL: https://www.mprunderwriting.com/insights/inside-outside-directorship-liability/ Date: 2026-01-17 Type: Post Hidden in the depths of most Directors and Officers Liability (“D&O”) policies is a clause granting cover for Outside Directorship Liability (“ODL”). It is a seldom discussed provision but it has been a staple ingredient of D&O for many years. Extensions like this may have a tendency to make policy wordings longer and slightly less digestible, but they can provide valuable comfort when directors take on appointments on external boards that are ancillary to their main roles. And whilst the perceived risk may be low, it is still a worthwhile inclusion, particularly if it is well crafted. Within the operating environment of some organisations, there may be a requirement to represent that organisation on an ‘outside’ board of directors. The most important requirement for cover under any D&O policy is that activity must be in the ‘insured capacity’ of an insured person, and ODL is no different, requiring also that any such appointments are maintained with the consent and knowledge of the organisation that ‘provides’ the insured person and holds that D&O policy. Historic and often hard to meet requirements such as a ‘written request’ or that there must be a held shareholder percentage have fallen away in modern policy iterations and have made ODL cover more ‘hands free’ and accessible (although this criteria still exists in some wordings). The standard indemnity afforded to directors and officers in their day to day roles will usually extend to any appointments taken in an outside entity. This means that an organisation should pay for any loss that a director or officer may personally incur as a result, and this is done in the usual way through the articles of association and the D&O policy ([which mirrors the articles](https://www.mprunderwriting.com/d-o-deductibles/)). However, the mechanics of ODL cover are different to those of regular D&O claims and such cover is not ‘direct’. This position exists for understandable reasons and typically operates though the ‘double excess’ framework. As one might expect, outside entities may also purchase D&O and all directors should automatically fall within the scope of this policy, so this is the first place to seek cover (this policy is the ‘first excess’). If D&O cover does not exist, or it fails/is exhausted then cover for any loss falls to any other indemnification provided by the outside entity, operating through the by-laws or articles of association of that outside entity (the ‘second excess’). ![](https://www.mprunderwriting.com/wp-content/uploads/outside-directorship-liability-double-excess.webp)Cover will not extend to the balance of the outside board, which is logical and which follows a clear line of sight on insurable interest. Whilst examples of ODL losses are not easy to find, they most definitely do happen, including: - A company acquired a minority interest in another company and the CEO was appointed to be a director. Bankruptcy followed and the liquidator issued a claim for damages against the full board of directors of the outside company, including the CEO. Costs were £120,000 and damages £211,000. - Proceedings alleged that the defendants breached their fiduciary duties of due care and engaged in a bad faith scheme to take control and ownership of the plaintiff. It was alleged that the outside director interfered with efforts made by the plaintiff to bring a new product to the market place to deliberately push them to the brink of insolvency. Claim costs were almost £500,000. Of course, not all D&O claims are publicly disclosed, so the incidence is likely to be higher. Mention must also be made of the acute importance of ODL cover in the area of Private Equity and Venture Capital (“PE & VC”) firms. Although typical policies operate in the same way (double excess), PE & VC firms are more likely to find themselves exposed from the “ground up” for any claims coming against the portfolio company boards on which they sit. It is not surprising to see a higher incidence of ODL claims in the PE & VC arena than outside of it. Notwithstanding that anomaly, the ODL risk remains low when compared to the native, day to day exposures organisations face. That said, not all D&O policies have the ODL provision and those that do may not have the cover configured in a manner that allows a genuinely hands free framework. --- ## Accessing Cyber Insurance & the Importance of Incident Response URL: https://www.mprunderwriting.com/insights/accessing-cyber-insurance-the-importance-of-incident-response/ Date: 2026-01-17 Type: Post In 2017, I wrote an article titled Cyber events and the importance of incident response. A lot has happened since, so it seemed like an appropriate time to sense check the different approaches to underwriting Cyber Insurance that have developed. In those seven years we have seen changing market cycles, insurer instability, new products and evolving complimentary services, with a lot of turbulence and much to reflect on. ![](https://www.mprunderwriting.com/wp-content/uploads/Accessing-Cyber-Insurance-pull.webp)Cyber comes down to simple risk transfer. A client will seek to minimise the risk initially by incorporating a good cyber security posture into their systems and operations. Then, if necessary, they might choose to transfer the balance of risk via an insurance policy. Insurers will provide the policy based on analysis of the risk and existing mitigation in place. It sounds simple, but the cyber underwriting process has been volatile in recent years and has only recently settled into three typical patterns: ### 1) Quick, cheap and cheerful: A policy is purchased in a simplified way with a basic risk-mitigation question set or a statement of fact, facilitating a swift quote and bind process. It’s the easiest path to purchase and often favoured in the SME space. There is minimal opportunity for a buyer to differentiate risk and influence premium and cover (other than through size & industry sector) and negligible interaction with an underwriter. Often, this policy is likely to provide entry-level cover and/or may contain requirements for the buyer to maintain certain standards of cyber security. This might be stated in the application language or built in to the policy coverage. Provided all of that is communicated clearly, it remains a simple, effective way to obtain Cyber Insurance. > “We want to see a cyber insurance market where firms can demonstrate that customers buy products that meet their needs and provide value, to avoid misalignment between customer expectations and policy outcome. Firms offering cyber insurance must make sure their policy wordings are clear and that customers understand the coverage they are buying. We also expect firms to manage cyber claims handling in a fair and timely way… We will continue monitoring the cyber insurance market and take action on firms we deem to be outliers.” > > FCA - Insurance Market Priorities Letter 2023-2025 (20/09/2023) ### 2) Open source intelligence and cyber insurance ‘as a service’: A policy is purchased with broader risk management questions in a relatively streamlined fashion and without the need for security requirements to be built in to the policy. Some buyer differentiation can be achieved with positive question responses, but the pricing remains fairly standardised and largely governed by size and sector. Underwriter interaction remains low-touch with part of the risk transfer process achieved by insurers incorporating open source intelligence (‘OSINT’) to ‘pre-screen’ and evaluate their potential customers. This is achieved primarily through assessing vulnerabilities in their website/web-applications. It is a completely legal process (information is gleaned solely from public sources) and can be a good tool for spotting threats, especially as cybercriminals use similar methods to plan for a cyberattack. This service often extends to continuous monitoring during the policy period, advising customers on CVE’s (latest publicly known ‘common vulnerabilities & exposures’). It has become an attractive proposition in recent years, particularly for customers who prefer some assistance or guidance in cyber security. However, larger clients with experienced IT teams can sometimes find the interference frustrating and the regular security updates can even create a level of ‘alert-fatigue’. It’s also been argued that OSINT, whilst a useful assessment tool, doesn’t always give a true reflection of the overall risk mitigation of a customer. There is also the question of how the insurance policy will respond if a mid-term security alert is not acted upon. ### 3) Higher touch, engaged underwriting: A policy is purchased with a more detailed underwriting process in a higher-touch approach where engagement is encouraged between customer, broker and underwriter. This may involve further risk information gathering and additional questions, but allows articulation and differentiation of risk in more detail, moving away from the one-size-fits-all approach. Premium is not solely determined by generic rates, but by a bespoke process with further discounts often offered due to enhanced understanding of the risk mitigation. OSINT can be used as part of the pre-bind engagement but assessed in conjunction with overall risk information to ensure that the broader cyber-security posture is understood. Constant monitoring and alerts throughout a policy period are not required by the insurance provider as the bespoke process ensures both parties are fully comfortable at the bind stage. For larger risks, the level of engagement can extend to pre or post-bind calls to introduce incident response providers and create stronger relationships. This can also facilitate updated incident response plans or provide flexibility to include the insureds existing cyber security providers into the incident response process. This method is generally suited to larger and/or more complex risks, but is also heavily influenced by accessibility to underwriters. Regardless of which path is taken to purchase a cyber policy, one of the most important decisions should centre on the incident response process, i.e. what actually happens when a cyber event occurs? It is here that the devil really is in the detail. The first hours following a cyber event are crucial. This is where the incident response and subsequent decisions can have the biggest impact on any organisation. A quality incident response provider should offer a 24/7/365 service and ability to engage a collaborative Crisis Management Team swiftly. Incident response should be pro-active, with the ability to scale resources quickly. Time is vital during a cyber event and it is much easier to stand down a comprehensive response than it is to raise an inadequate one. A good insurer will view high quality incident response services as mutually beneficial and may even offer a zero excess for the initial triage stage to ensure there is no hesitation in response. This is on the basis that speed and quality will minimise the impact to the insured and therefore reduce the severity of claim for the insurer. Using a specialist incident response provider (rather than an in-house claims team) can often be favourable as it separates the insurer consideration from the process, allowing the incident response team to work swiftly in conjunction with the client for their best outcome, not the insurers. Likewise, having legal input available for that immediate incident response service is incredibly useful, not only in terms of legal privilege but also in understanding and navigating the regulatory process and assessing any ICO communication/notification requirements. > “We provide round the clock access to fully qualified lawyers with significant experience in dealing with cyber breaches. This early introduction of lawyers allows legal privilege to the fullest extent possible and helps to ensure key legal and regulatory deadlines are identified upfront” > > RPC ReSecure When it comes to incident response, there is no substitute for experience and those providers established for many years will have dealt with many cyber events and are more likely to possess the knowledge and confidence to help an insured in their time of need. > “The ReSecure team was the first and remains one of the few ‘full-suite’ cyber incident response services for insured clients, established in the UK 12 years ago. Prior to that the STORM team members were responding to incidents for an additional twenty years. With the total number we have handled in the thousands, there is not much we haven’t seen when it comes to cyber claims” > > Storm Guidance (part of the ReSecure Service) So, whilst there has been a great deal of change in the Cyber Insurance market in the last in seven years, the same key concepts remain vitally important and should always be examined as part of the purchase. Having a healthy and competitive market with different approaches not only gives brokers the choice of what is best for their clients’ needs but will also bring out the best in products and service. --- ## Employment Practices: Cover in D&O Policies and in Insolvency Scenarios URL: https://www.mprunderwriting.com/insights/employment-practices-cover-in-do-policies-and-in-insolvency-scenarios/ Date: 2026-01-17 Type: Post Directors and Officers Liability (“D&O”) policies (or D&O sections of Management Liability (“ML”) policies) do not usually exclude cover for employment claims. However, such cover is only of minimal use and is rarely triggered in disputes between employees and employers. It is for this reason that Employment Practices Liability (“EPL”) has developed as a separate class of insurance/section of a ML policy. The limited extent of cover under D&O hinges on the doctrine of vicarious liability, which operates within the law of tort (delict in Scotland). Well established under UK law, the doctrine is often referred to as “master and servant liability.” The general rule in torts is that a person who authorises them will be personally liable for any damage or harm that results. However, vicarious liability sets out the circumstances in which a person is liable for the torts of another, absent any express authorisation or ratification. Under employment law, an employer is liable for the torts of employees committed in the ‘course of employment’. It is not necessary for the employer to have breached any duty that might have been owed to an injured party, simply that the act complained of was conducted in the course of employment and was closely connected with the performance of duties. This criteria is a question of fact and it is immaterial whether the alleged wrong committed by an employee was actually authorised or not. The only circumstances where employer liability might be avoided is if it can be shown that an employee acted “on a frolic of his/her own”, or in other words, the employee acted in a way that was unconnected with his/her employment. Such a defence may exist if the employer can show that it took all reasonably practicable steps to prevent the alleged wrongful act(s). For liability (and damages) to attach to an individual, an employee must evidence that such individual(s) subjected them directly to unlawful harassment or discrimination and/or detriment (typically, this will be extreme behaviour or a whistle blowing scenario). In a serious enough case, deliberate disregard for statutory employment rights might be sufficient to render a director liable for his/her organisation’s default. Critically, though, a claim is not made against a director simply by way of their standing as such, rather as an individual whom it is alleged committed the discrimination or subjected the claimant to a detriment. Notwithstanding this exception, cases citing individuals are rare and claims would also typically be made against the company as a co-defendant. Moreover, it remains the case that, even where individual culpability is established, it is common for Employment Tribunals to make proportionately greater awards of compensation against the employer over the transgressing director. Whilst all of this is well established, what seems to be less clear is what happens where an employment claim is outstanding, or made, when the employer enters an insolvency proceeding. Without a respondent, or with a respondent with no assets, the route to a remedy for employees appears to be more opaque. Upon learning of the insolvency, the claimant may try to add individuals to the claim, but that process would still be subject to the same limitations that existed prior to the insolvency i.e. it does not change the facts and the claim would have to drop into that very narrow area of unlawful discrimination and/or whistle blowing for any chance of even a partial recovery from the D&O policy/section. If the employer has EPL insurance, a possible remedy may exist under The Third Parties (Rights against Insurers) Act 2010 (“the Act”). Broadly, this enables a third party with a claim against an insured party to pursue this directly against the insurer, provided the insured party is a “relevant person” under section 1 of the Act. Companies in liquidation count as a “relevant person”. In a case from 2021 against Hemingway Design Limited (“Hemingway”) the claimant (Mr. Watson) resigned and claimed disability discrimination and constructive unfair dismissal. Hemingway had insurance with Irwell Insurance Company Ltd (“Irwell”) for EPL. Hemingway entered liquidation and Mr Watson applied to join Irwell as a respondent to his action. The Employment Appeal Tribunal found that Hemingway's rights under the insurance contract transferred to Mr Watson as a third party and he was within his rights to pursue his claim against Irwell. However, such a route is more hazardous and involves additional time and expense. One other fly in the ointment is that a typical excess/deductible on EPL policies/sections is £5,000, often more. Whatever the outcome of the claim, that part of the loss is likely to remain unfunded and will not form part of any settlement, so must be deducted from the amount claimed. The claimant is also subject to all of the requirements that would have been imposed by the policy upon the employer. If there are limitations or preconditions on the extent of the cover, those apply equally to the employee. These might typically include a claim notification condition within a specified (and often short) timeframe, or a claim procedure condition, requiring the employer to provide the insurer with certain information. Breaches of those conditions might allow an insurer to legitimately avoid the policy, which it may be difficult for a third party employee to challenge. Even if a claim is successful, however it might be arrived at, tribunal awards that a company is ordered to pay are ranked equally with other unsecured debts and are unlikely to be paid out in full, or at all. The option of redirecting the claim to the D&O policy/section seems to exist only to the extent that it would in the absence of an insolvency proceeding, so attempts to seek an alternative route or remedy are likely to be time consuming, expensive and, ultimately, pointless. --- ## Corporate Manslaughter and Management Liability URL: https://www.mprunderwriting.com/insights/corporate-manslaughter-and-management-liability/ Date: 2026-01-17 Type: Post It is more than 15 years since The Corporate Manslaughter and Corporate Homicide Act 2007 (the “Act”) was introduced on 6 April 2008. The Act was an attempt to make it easier for the authorities to prosecute organisations where a corporate management failing caused a fatality. The Act didn’t change the position of individuals (who continued to be prosecuted under the existing law of gross negligence manslaughter). Neither did it create a bar to parallel proceedings by the Health and Safety Executive (“HSE”), who continue with their work under The Health and Safety at Work etc. Act 1974 (“HSWA”). There can be little doubt that prosecutions under the Act have not been as widespread as might have been anticipated. Even when an organisation is put on trial, a conviction is unlikely. At the time of writing, only 26 convictions have been secured, which is less than 2 per year. There is an argument that the profile of the law and the emphasis placed on the punishments have played a part in the general improvement in these statistics (in 2021/22, there were 123 work place related deaths versus 247 in 2006/07, around the time the Act was about to be introduced). Nonetheless, charging an organisation for corporate manslaughter requires the Crown Prosecution Service (“CPS”) to expend time and resources. In the case of Lion Steel Equipment Limited (“Lion Steel”), where a worker fell to his death through a fragile roof panel, it was estimated to have cost £140,000 to secure the conviction. An interesting component of that case was the willingness of the CPS to bring charges against individual directors, which in turn potentially put pressure on the corporate entity to plead guilty, highlighting a potential conundrum for directors. A director could be in breach of a duty to the organisation if they are acting in their own best interests but the prospect of a possible custodial sentence (gross negligence manslaughter has a maximum tariff of life imprisonment) could make a director feel vulnerable enough to prioritise their personal position over that of the organisation. The CPS empowers the HSE to prosecute and there is a balance to be made with the economic risk of prosecution and the greater chance of conviction under health and safety law. Two of the largest companies to be convicted under the Act (Geotechnical Holdings Ltd and Lion Steel) were still relatively small and it was because the management had not taken steps to protect employees that the convictions were secured. Had they had more complex management structures, they may have escaped conviction because of the difficulty of identification of management failings, and this clearly cannot have been the intention behind the Act. With stricter liability attaching to many offences under the HSWA, they are evidentially easier to prove and this may drive more prosecutions down that route. As is common in many scenarios, contracts of insurance can overlap, and this is the case with General Liability (“GL”) covers (Public Liability and Employers Liability) and Management Liability (“ML”). Many GL insurers will provide legal protection under a ‘Defence of Legal Rights’ provision or similar. This will include cover for ‘Insured’s Persons’ being prosecuted in a criminal court, or a formal investigation or disciplinary hearing brought against an Insured Person (all employees) by a regulatory body. The view from D&O lawyers is often more straightforward, and that is that GL will cover the organisation, whilst D&O is fundamentally designed to cover the management team for their breaches of duties and actual/alleged wrongful acts. Whilst that works in theory, it rarely seems to be this clear cut. To complicate matters further, the emergence of [Corporate Legal Liability](/entity-cover-explained//) (“CLL”) as an extension to ML policies has further blurred these lines. It is therefore no surprise to sometimes see a tug of war taking place between insurers, particularly whilst a decision is made on whether (and who) to prosecute. One of the stronger arguments is around the GL being the more specific cover, a position supported by the standard position on the ML contract to exclude claims ‘[for](https://www.mprunderwriting.com/the-importance-of-preambles/)’ bodily injury. Nonetheless, there is no neat and convenient dovetail and much will depend on both the pattern of facts and on the respective quality of the GL and ML contracts. From a ML perspective, the position has not fundamentally changed for many years. The statistical risk to managers remains low but an accident can expose directors to a long period of anxiety and hefty fines (which insurance is not allowed to pay). Affirmative cover will provide up to £250,000 defence costs cover for claims against the organisation for corporate manslaughter. This is in addition to defence costs cover for claims against individuals as a result of criminal proceedings for manslaughter. The policies also provide cover for costs associated with Health and Safety investigations against the organisation and insured persons (as defined). Ultimately, however, there is no clearly marked roadmap for the route that a claim should or will take so it is practically impossible to capture a defined or standardised position. --- ## Crime – Ten Private Company Claim Examples URL: https://www.mprunderwriting.com/insights/crime-ten-private-company-claim-examples/ Date: 2026-01-17 Type: Post The 2022 PwC Global Economic Crime Survey identified that 64% of UK respondents had experienced fraud or financial crime in the preceding 24 months. This figure is up from 56% the year before and above the global average of 46%. External fraud in the UK is on the rise and, whilst accounting fraud has reduced since the last report, it is likely that alternative working practices necessitated by Covid means that some frauds are yet to be discovered. Whilst each crime claim has its own unique pattern of facts and particulars, examples can illustrate some of the techniques, methods and costs involved. ## 1. Company Activities: Provision of General Construction Services **Turnover: £6,000,000** The policyholder was the victim of two social engineering fraud events. The first fraud followed receipt of payment requests purportedly sent via email by their Commercial Director. A member of the accounts team made the payments without independently confirming the validity of the instructions, as this was a relatively common practice. The second event was a supplier mandate fraud, where the accounts team made payments on receipt of an emailed invoice. Whilst the work invoiced had been undertaken, a closer inspection of the emails received showed they were sent from a generic webmail account rather than the suppliers own email/domain. **Total Fraud Value £66,000** ## 2. Company Activities: Retail Property Investment **Turnover: £72,000,000** A whistleblowing event led to the discovery of an employee collusion fraud. The fraud itself involved the emptying of car park machines outside of the stipulated collection process. It was discovered that inadequate segregation of duties led to certain employees having access to all machine keys and those collecting funds were also undertaking the reconciliation of the accounts. This allowed ledger anomalies to be hidden from management. **Total Fraud Value £92,000** ## 3. Company Activities: Restaurant Operator **Turnover: £50,000,000** A genuine email chain with a supplier arranging payment of an outstanding invoice was intercepted by a third party who amended the supplier account details to their own. As the policyholder was unaware that the change had been made they made the payment in good faith to what they believed to be the suppliers account. **Total Fraud Value £130,000** ## 4. Company Activities: Air Conditioning Contractor **Turnover: £10,000,000** A long serving employee in the accounts department was discovered to have been diverting policyholder funds to their own bank account using fake invoices they had created to reconcile the payments against. The fraud was perpetrated over a 5 year period with just under one hundred fraudulent transactions made. **Total Fraud Value £400,000** ## 5. Company Activities: Industrial Contractors **Turnover: £16,000,000** The email account of an employee was hacked and monitored for purchase orders. When the hacker saw that a legitimate order for new machinery was being made they created a spoof email address and commenced correspondence with the employee regarding the purchase. As the hacker had access to the account of the employee, they were able to convince the employee they were the legitimate supplier and the payment for the machinery was made to the wrong party. **Total Fraud Value £50,000** ## 6. Company Activities: Drinks Bottler and Distributor **Turnover: £20,000,000** Following an external audit, a company director was discovered to have been making recurring fraudulent payments to both employees and third parties who had colluded with the director over a seven year period. The seniority of the director, together with the length of time the payments had been made to the same recipients meant that the accounting team failed to question or interrogate the fraudulent fund transfer requests. **Total Fraud Value: £1,200,000** ## 7. Company Activities: Civil Engineer **Turnover: £35,000,000** A contract required the procurement of portable buildings for use on site. An employee mentioned that a reputable supplier of these products had been advertising such buildings and passed details to the purchasing department. Introductions were made and an order was placed with payment made upfront. Only after making payment and whilst following up when the delivery did not take place, did the purchasing department discover that the correspondence and subsequent order were made with a third party who was using a spoof email address. **Total Fraud Value: £150,000** ## 8. Company Activities: Audio Equipment Manufacturer **Turnover: £10,000,000** A director falsified an order for a bulk purchase of products to improve sales figures, which in turn would increase their performance bonus. As the order was fake, payment for the order was never received from the customer, leaving the insured with a significant stock of products that were highly specialised and of no use to any other customer. This left the company with a significant loss due to the valueless product. **Total Fraud Value £900,000** ## 9. Company Activities: Pet Food Wholesaler **Turnover £15,000,000** Three employees colluded to falsify stock levels at one of the warehouse locations belonging to the policyholder. The location manager, along with two supervisors, manipulated figures within the stock management software, allowing them to remove stock from the warehouse and sell it privately. The fraud was only discovered when a head office inventory review that was undertaken at the location revealed significant stock discrepancies. **Total Fraud Value: £200,000** ## 10. Company Activities: Design and Manufacture of Clothing **Turnover: £9,000,000** A new Finance Director was appointed. Following the appointment, the incumbent Finance Team Manager was found to have defrauded his employer over a four year period. The fraud consisted of multiple methods of misappropriation of company funds, including the creation of fake invoices, changing payee account details in the online banking system to his own and using the company credit card to make personal purchases whilst amending the statements to hide the payments. The employee initially admitted to misappropriation of funds to the value of £70,000. The final loss was discovered to be significantly greater. **Total Fraud Value £1.3m** --- ## Cyber Insurance - Once More Unto the Breach URL: https://www.mprunderwriting.com/insights/cyber-insurance-once-more-unto-the-breach/ Date: 2026-01-17 Type: Post The cyber market has seen some recent instability. A wave of cyber events (particularly Ransomware) drove harder market conditions and the raising of the bar on cyber security requirements. This has attracted new insurers and competition is intensifying again. However, the underlying themes haven’t changed and remain vitally important. Here is a quick reminder: ## 1. Underwriting the Risk Cyber is no different from other insurance products and it is fair to assume that better risk mitigation will lead to improved terms, but that is not always the case. Positively answering questions can help find cyber cover, but wordings may still contain specific security requirements. Further questions and analysis will identify those risks with a stronger security posture and help secure more favourable terms. ## 2. Incident Response Wordings have become increasingly standardised as the cyber market has evolved, but the crucial incident response services can still differ significantly and need to be thoroughly examined. Incident response should be pro-active, with the ability to scale resources quickly. Time is vital during a cyber event and it is much easier to stand down a comprehensive response than it is to raise an inadequate one. Using a specialist incident response provider (rather than an in-house claims team) can often be more favourable as it separates the insurer consideration from the process. ## 3. A Strong Product Cyber wordings have evolved over time and have become easier to compare, but significant differences still exist. An obvious one is the requirement to adhere to security requirements (often a feature of streamlined underwriting methods). Trusted products that have been tested should have an advantage, particularly those without the onerous requirements. Insurers that offer primary and excess layer options can provide additional flexibility, especially on more complex risks or those with higher limit requirements. ## 4. Crime Cover This remains a key area as exposures overlap, and it can be difficult to determine the correct home for Cyber Crime. Cyber Insurance was designed to protect organisations from some aspects of criminal activity (such as data breaches or extortion) whereas Crime Insurance generally focussed on protecting organisations in relation to theft and fraud, so it is easy to see how these exposures have become tangled, particularly in relation to social engineering fraud. As cyber insurers limit the crime cover, it is helpful to have an insurer that can help navigate the exposures and offer a standalone Crime product if required. ## 5. Communication with the Regulator This goes hand-in-hand with the quality of incident response and the speed/proactivity required in handling a cyber event. The situation must be expertly assessed to establish any ICO notification requirement. If that is required, clear and concise information exchange is vital. Within 72 hours of an event occurring there may be a need to explain what happened, how existing defences were breached and what measures have been taken to mitigate. Having legal input available for that immediate incident response service is incredibly useful, not only in terms of legal privilege but also in understanding and navigating the regulatory process. --- ## The Significance of Extended Reporting Periods URL: https://www.mprunderwriting.com/insights/the-significance-of-extended-reporting-periods/ Date: 2026-01-17 Type: Post It is abundantly clear that not all Management Liability (“ML”) policy wordings are of the same quality. The difference is perhaps more acutely observed when comparing off line language with e-traded/statement of fact based policies, an environment where contracts are engineered around the absence of underwriter intervention. This is understandable, given that operational framework, but a lack of finesse might not always be obvious on a straightforward reading of a policy wording. And in some vital areas, such as reporting periods, this can present some challenging situations. ‘Extended Reporting Periods’ (‘ERP’s’) or ‘Discovery Periods’ are often conflated with ‘run off’, essentially because they are the same thing i.e. a period of time after a trigger event during which a claim can be reported which relates a wrongful act committed or allegedly committed prior to the date of such trigger event. The difference between the two is what pulls these triggers, and also one of timing. A policy should provide two options on an ERP: 1. In the event of acquisition or change in control of the policyholder, a range of pre-quoted options up to six years should be available; and 2. In the event of a ‘refusal to renew’ the policy at what would have been the renewal date, options should also be available up to the most commonly advised period of six years. These options will specify limits on the time available to activate them and pay the premium (typically 60 days), and this is understandable because policyholders will have greater control of the premium availability and payment closer to the trigger event date. Moreover, the insurer cannot give an open ended option without creating the possibility that the policyholder could wait to see how their risk landscape develops before they pay, particularly as there is not normally a requirement to complete any forms (a fresh warranty in situations 1) or 2) above would be somewhat counter intuitive). If this 60 day window is missed for whatever reason, underwriters may engage in a discussion about ‘run off’. As we have said, this is the same as the invocation of the ERP in point 1 above, simply done at a later date. The difference here might be that, at this stage, it is likely to involve fresh disclosures and any “run-off” terms provided may well be on a more restrictive basis of cover. It is also important to distinguish between ‘bilateral’ ERPs and ‘unilateral’ ERPs. The preference should always be to have a bilateral position, which means that the ERP can be invoked in consequence of the policyholder or the insurer refusing to renew the policy (refusing is not usually a defined term so takes an everyday meaning). This is much more policyholder friendly than the unilateral version, which only allows the ERP to be invoked if the insurer refuses to renew. This is a crucial difference because, no matter how unpalatable the terms on offer might be, this will not constitute a refusal to renewal. A well-constructed policy should embed both options in the standard language. However, a review of most of the low-touch products clearly shows a lack of availability of ERPs of any kind. At this point it is next to impossible to obtain the cover the client may seek unless, and this seems to be uncommon, the incumbent underwriter consents to the availability of options outside of the policy framework. It is most frequently here that the realisation that there is a dead end is reached. One other quirk of recent years is for go-forward cover to stop on a sale of the majority of assets (both on and off line wordings). This can also lead to some rather awkward scenarios which are equally difficult to navigate. So whilst there may some advantages to online trading, language sophistication does not appear to be one of them and such trade-offs should at least be considered before the point in time is reached where room for manoeuvre no longer exists. --- ## Management Liability LossExamples (D&O and Entity): 23 for 2023 URL: https://www.mprunderwriting.com/insights/management-liability-lossexamples-do-and-entity-23-for-2023/ Date: 2026-01-17 Type: Post MPR has now been established for over 6 years and since then we have observed many Management Liability claims. Perhaps as might be expected, there is a noticeable increase in regulator activity during that period. However, the claims landscape seems to evidence a continuation of the wide and varied spectrum that our underwriters have witnessed in over 25 years underwriting this type of cover. Whilst examples can only ever be illustrative, they can be instructive nonetheless. **1) Private Limited Company** ## Cover Sections Operative: Company Insurance (Entity Cover) An insured organisation was asked to submit evidence for, and attend at, a public inquiry in respect of its goods vehicles operator’s licence. The claim fell under the company insurance investigation section up to the sublimit for regulator costs of £250,000. Specialist transport lawyers were appointed to defend the position of the insured organisation at a cost of over £30,000. **2) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability An allegation of conspiracy to set up in competition and steal employees and clients was made against directors while still employed. Issues of ‘insured capacity’ arose (acting outside of their employed role and purpose) as well as matters of wilful and deliberate misconduct. Notwithstanding, some allegations and conduct fell under the policy through the process of [allocation](https://www.mprunderwriting.com/allocation-in-d-o-policies/) at a cost of £100,000. **3) Private Limited Company** ## Cover Sections Operative: Company Insurance (Entity Cover) Natural Resources Wales investigated the insured organisation for allegedly processing some of their products without a permit. Despite having already checked that the products in question did not actually require a licence, the investigation proceeded and had to be disputed. There was no finding against the insured organisation but almost £200,000 of costs were incurred in the filing of a defence. **4) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability Investors engaged consultants to evaluate the potential purchase of a business. It was alleged that the consultants gained knowledge of negotiations and valuations as a result, following which they withdrew their retainer. The business was then bought for a fractionally higher amount by a fellow group company of the consultants. The investors claimed against the directors for breach of the contractual and equitable duty of confidence in allowing the associated business to access confidential information arising out of the retainer. Directors were also accused of breaches of fiduciary duties and unlawful means conspiracy. Total claim costs were in excess of £1,000,000. **5) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability The Environment Agency (‘EA’) advised that a product being sold as soil conditioner should be classified as ‘waste’ and the sale of it was therefore not legal. The EA asked that the product stop being sold while they investigated and sought clarification on the testing and independent classification of the product. The directors, on behalf of the company, attended a voluntary interview under caution 6 months later. After a lengthy process the courts found the product was not waste. The total costs were upwards of £250,000. **6) Private Limited Company** ## Cover Sections Operative: Company Insurance (Entity Cover) The policyholder received a notification relating to lead allegedly being present in mugs sold by a subsidiary. The mugs were sold to a shop in the United States and a private enforcer alleged that they contained lead and were therefore in breach of California’s Safe Drinking Water and Toxic Enforcement Act 1986 by “knowingly and intentionally expose any individual to a chemical know to the state to cause cancer…without first giving clear and reasonable warning to such individual”. The claim fell under pollution defence costs and costs incurred were £35,000. **7) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability and Company Insurance (Entity Cover) The insured organisation allegedly committed an administrative offence in contravention of EU Regulations for the evaluation of chemicals used in the labelling and packaging of substances. The regulations placed the burden of proof on companies to show they complied with the regulation by identifying and managing the risks linked to the substances they manufacture and market in the EU. Data sheets supplied by the insured organisation were allegedly non-compliant and a director received a prosecution notice. Total claim costs were £45,000. **8) Club/Association** ## Cover Sections Operative: Trustees, Directors & Officers Liability and Organisation Insurance (Entity Cover) The policyholder was a sports and leisure complex/club. A member was publicly accused by another member of bullying and cheating. The matter was unresolved by a committee meeting and anonymous notes were then allegedly sent saying the member was not welcome at the club. The policyholder and directors were accused of failing to stop the alleged abuse and/or contributing to its perpetuation. Police investigations followed and other members made allegations of bullying. A letter of claim accused the policyholder and/or the directors of breaching certain common law, equitable and statutory duties that they allegedly owed to the members and damages were sought based on alleged breaches of contract and of the Equality Act 2010. Total claim costs were almost £400,000. **9) Not for Profit** ## Cover Sections Operative: Trustees, Directors & Officers Liability Five trustees and board members were accused of manipulating grant awarding processes and of the misappropriation of funds. No gain could be established but it was alleged that grants were given for non-qualifying properties and that close acquaintances were being used on the contracts. Two trustees pleaded guilty whilst the remaining three were cleared, but the court concluded no employee personally benefited from missing funds. The costs of the claim were £230,000. **10) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability and Company Insurance (Entity Cover) A member of the public was involved in an incident with operatives of the insured organisation and some weeks later died in hospital. The file was closed as there was considered to be no fault. However, following the Coroner’s investigation, the Security Industry Authority (an executive non-departmental public body, sponsored by the Home Office) separately investigated the certification status of the insured organisation. Defence costs of £25,000 were incurred. **11) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability A customer began to manufacture a product previously supplied by the insured organisation. As a consequence, a warning letter about the use of intellectual property was sent advising legal action may be taken if an infringement was found to have taken place. The customer then took out a preliminary injunction claiming fraud, tortious interference, conversion and unjust enrichment against insured persons. The injunction was defeated but costs were over £1,000,000. **12) Club/Association** ## Cover Sections Operative: Trustees, Directors & Officers Liability and Organisation Insurance (Entity Cover) A property management company was appointed to manage a block of flats. An argument developed relating to ownership of, and parking around, a turning circle at the front of the property. Owners of one of the flats claimed they possessed the turning circle, along with most of the surrounding land. The land was actually unregistered ‘retained land’ and was still owned by the developer who had converted the house into flats. Ultimately, the management company bought the land off the developer for a nominal amount after agreement with all flat owners. Costs of £25,000 were incurred under the policy to resolve this situation to the satisfaction of all flat owners. **13) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability Having left the employment of the insured organisation, the claimants set up a new company in direct competition. Learning of this, a director sent an email to all of the insured organisation’s customers and suppliers. The email accused the former employees of fraud and theft. The claimants took action for libel as the statements were without foundation. Despite an offer to settle and to issue of a letter of apology and statement on the website, the matter escalated. Claim costs were over £350,000. **14) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability The claimant alleged misrepresentation by directors of the financial strength of a company in order to gain investments. An investment of £500,000 was made, following which a claim was made about the mischaracterisation of the fiscal strength of the company in order to gain the investment. Fraudulent misrepresentation and negligence were amongst the allegations. £275,000 was paid under the policy. **15) Club/Association** ## Cover Sections Operative: Trustees, Directors & Officers Liability and Organisation Insurance (Entity Cover) It was alleged that abusive and foulmouthed texts were sent by a member to the Club Captain and Chair of Committee. The committee expelled the member who then sued both the club and the members of the committee individually. The grounds of the dispute rested upon the interpretation of the disciplinary procedures and the articles of association of the club. Although the former member was prepared to spend an unlimited amount of money on the action, matters were eventually resolved at a cost of £250k, which was the limit on the policy. **16) Club/Association** ## Cover Sections Operative: Trustees, Directors & Officers Liability and Organisation Insurance (Entity Cover) Residents claimed that a director of their association did not act properly when arranging the freehold. In particular, it is said that he bought shares in respect of the flats that did not participate in the purchase, leading to a disproportionate ownership in the lease and illegitimate profits as a result of the grant of leases to all owners. A claim was brought in the High Court for alleged breach of fiduciary duty. The total claims spend was just over £100,000. **17) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability Trading Standards acted on a complaint from a customer about a price quoted by the insured organisation for building products on the basis that they believed they had been given false discounts. An investigation commenced which involved the seizure of goods and documents. Other customers were contacted and further complainants surfaced. The Managing Director and Sales Director both received notice of allegations of false and misleading sales practices constituting criminal offences and summons were issued against both. The summons alleged that the directors were knowingly carrying on business for a fraudulent purpose, contrary to Companies Act. Following a lengthy legal defence both directors were acquitted on all charges. Legal costs were in excess of £1,000,000. **18) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability A limited company entered administration. Investors sued the directors over mezzanine debt, alleging that the downfall of the company was down to overtrading. This was denied and defended on the grounds many other competitors entered administration around the same period due to the condition of the market. The claim was for the £3,000,000 debt and the ultimate policy costs were upwards of £1,000,000. **19) Partnership/LLP** ## Cover Sections Operative: Partners, Members, Directors & Officers Liability A partner was in a dispute with the mother of their child (the mother was an employee at the firm) and a referral was made to the Solicitors Regulatory Authority. Cover applied because the investigation commenced due to the allegations relating to acts done whilst working. Legal costs were £40,000. **20) Partnership/LLP** ## Cover Sections Operative: Partners, Members, Directors & Officers Liability The Solicitors Regulatory Authority commenced an investigation into the conduct of a partner, who was accused of breach of client confidentiality and taking drugs. The matter concluded with the individual receiving a warning letter. The legal costs were £93,000. **21) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability Three substantial investments were made into a company (the insured organisation) totalling £5,000,000. Serious concerns subsequently arose about the anticipated market opportunity and sales estimates and whether the product had been fully tested, proven and approved as was claimed. The investment had been based on information that had been provided by the company seeking the investment, which in total was £15,000,000. It was alleged that board reports exaggerated the level of interest in the product and the amount committed by other investors did not reflect previously issued figures. As a consequence of the conduct, a petition under section 994 of the Companies Act 2006 was issued. Costs were over £1,000,000. **22) Private Limited Company** ## Cover Sections Operative: Directors & Officers Liability The insured received a letter from the Office of the Traffic Commissioner which required it to attend an enquiry into whether the insured was of sufficient repute and standing to meet the requirements of professional competence. It was alleged that cheat emulators were fitted to vehicles, which the insured plead they were not aware was contrary to the regulations and was an industry practice they had followed. They fully co-operated on the claim and were not suspended but over £45,000 costs were incurred. **23) Private Limited Company** ## Cover Sections Operative: Company Insurance (Entity Cover) A manufacturer developed a product for a customer. Following issues with test batches, the relationship was terminated and a request to have monies returned for development costs and ingredients was made and refused. Lawyers were instructed to defend the position at a cost of more than £10,000. This information is descriptive only. The precise cover provided is subject to the terms and conditions of the policy as issued. MPR Underwriting Limited is a company incorporated in England and Wales and registered under Company Number 10529758 and is authorised and regulated by the Financial Conduct Authority. Insurance is underwritten by MPR Underwriting Limited on behalf of AXIS Specialty London, a UK branch of AXIS Specialty Europe SE, authorised and regulated by the Central Bank of Ireland and regulated by the Prudential Regulation Authority and Financial Conduct Authority in respect of UK business. AXIS Specialty Europe SE Registered Office: Mount Herbert Court, 34 Upper Mount Street, Dublin 2, Ireland: Registration No. 353402SE. --- ## The Importance of Preambles URL: https://www.mprunderwriting.com/insights/the-importance-of-preambles/ Date: 2026-01-17 Type: Post The construction of an exclusion is vital to its operation and impact. Focus on the whole content of an exclusion is important of course, but the preamble can often be more fundamental to the outcome than the language that follows. For many years, "for" exclusions have been a staple ingredient of Directors & Officers (“D&O”) policies, for example: The Insurer shall not be liable for Loss on account of any Claim \- **for** Personal Injury or Property Damage; In an attempt at plainer English this may sometimes be written as “seeking remedy for”. Insurers and lawyers generally use the word "for" to mean a claim for, or on account of, the actual thing itself (personal injury or property damage in this case. A “Claim for Personal Injury" therefore means a personal injury claim by the victim or dependants. Taken literally, "a claim for" can mean "a claim seeking", which can create a nonsense if read as an exclusion of "a claim seeking personal injury." The ‘seeking remedy for’ preamble is therefore clearer than the more common ‘for’ approach. The point at which the mechanics change more radically is when the preamble switches to an ‘absolute’ version i.e.: The Insurer shall not be liable for Loss on account of any Claim \- **based upon, arising from or in consequence of** Personal Injury or Property Damage. In the ‘for’/ ‘seeking remedy for’ environment, an indirect or ‘downstream’ claim can sidestep the exclusion. For example, a claim by shareholders that the share price, reputation or solvency of a company has been damaged as a result of personal injury that has taken place (for example, deaths of workers in a factory). When considered against the ‘absolute’ preamble however, the whole claim is bound to fail. The use of the personal injury example is quite deliberate in that it demonstrates the impact of a preamble most vividly and is perhaps the easiest to contextualise. In many scenarios, health and safety claims against directors and officers would be brought under Section 7 (which imposes a duty upon employees to take reasonable care for the health and safety of themselves and of other persons who may be affected by their acts and omissions at work) and Section 37 (directors or senior managers can be prosecuted for breaching section 37 if a health and safety offence was due to their consent or connivance or attributable to their neglect) of the Health and Safety at Work etc. Act 1974. These claims will be ‘for’ breach of duty and/or breach of statute but will be based upon, arising from or in consequence of personal injury or property damage. The impact of the preambles are quite clear and will lead to potentially very different outcomes. There is a wider debate to be had about whether D&O policies are the most suitable place for health and safety events and many claims are handled more appropriately under the Public Liability or Employers Liability policies, even though that route might not always be fool proof. Notwithstanding, it is difficult to row back on this, largely because it has been used as one of the most obvious and powerful sales tool of D&O insurers in the private company market for well over 20 years. It also serves as a useful reference point on the impact exclusionary language can have. --- ## Benefit Planning: Pension Liability Insurance URL: https://www.mprunderwriting.com/insights/benefit-planning-pension-liability-insurance/ Date: 2026-01-17 Type: Post Pension Liability Insurance has become more difficult to place due to the falling number of carriers from whom the cover can be sourced. With the recent changes in pension scheme regulation in the form of The Pension Schemes Act 2021, placing cover on a favourable basis is important in a changing market. Some key themes have emerged: ### 1. Deductibles The application of these is now much more commonplace, even on smaller schemes. These need to be funded by the scheme or the sponsoring employer and the rising levels of deductibles is undesirable. ### 2. Minimum Premiums Whilst the argument in favour of minimum premiums can be strong, particularly where historic premium levels have been low, they can sometimes be punishingly high and indiscriminate. Check with an underwriter who can provide a reliable reference point. ### 3. Removing Cover Cover for the sponsoring employer, the pension schemes/benefit plans and the trustees form the core of Pension Liability Insurance. Removal of any part of this combination weakens the cover and should be reviewed for appropriateness. ### 4. Excess Layers Insurers reviewing portfolios and actively managing limit profiles may mean there is increased requirement for excess capacity, which may be difficult in a comparatively limited marketplace. Excess cover is available and quite common in the pension liability market. ### 5. Narrower Language Much less is known about pension liability policy language than more common management liability products. This might make tighter terms harder to pick out or restrictions more difficult to challenge. As a product which is not commonly e-traded, in-person underwriting can potentially be highly valuable. --- ## Adding ‘Associated Companies’ to Management Liability Policies URL: https://www.mprunderwriting.com/insights/adding-associated-companies-to-management-liability-policies/ Date: 2026-01-17 Type: Post The request to include ‘associated companies’ on a management liability policy is common. The response from underwriters is not. Whilst every request is unique, there are some general considerations which frame a discussion around adjusting the policy beyond the standard policyholder and subsidiary framework. At the same time, it should be recognised that it may not be a unilaterally positive posture to include these organisations. Under UK tax law, a company is an ‘associated company’ of another company if one of the two has control of the other, or both are under the control of the same person or persons (Corporation Tax Act 2010). Here, it is evident that the insurable interests of organisations are aligned, so the case for a single policy is strong. In a broader sense, and in different contexts, an associated company is one in which the ‘parent’ owns only a minority stake, so it may not have the control. It is in these scenarios that the case for inclusion weakens. Some underwriters will take the position that each organisation should buy a policy, and this is particularly the case where transactions take place on inflexible e-trade systems. However, this can fail to reflect the practical reality and underwriters should seek to understand the nature of the relationships. Key to these considerations will be: - whether the business activities are similar or related; - if the board composition is common or similar; - if ownership is common or similar. If an associated company has non-common directors and non-common shareholders, the case for a single policy can be fatally flawed. It would often not be in the interests of directors to tie their policy fortunes in with other organisations over which they have less or no influence, control or operational knowledge. The road runs both ways here and the interests of the non-common directors needs to be considered, too. Having accepted the case for covering associated companies, it is important that it is done so properly. Lumping organisations together into the policyholder definition creates tension with the mechanics of some of the potentially most vital elements of the policy, such as providing instructions to terminate or to invoke discovery, with these needing to come from ‘the policyholder’ to be valid. Another potential difficulty is around divestment or insolvency. Without control of the policy, it is much more difficult to influence the availability of future cover and underwriters are better equipped to be able to cherry pick if circumstances change, with [run off](https://www.mprunderwriting.com/insights/do-run-off-explained-why-6-year-pre-quoted-cover-is-vital-including-claim-examples/) very much less likely to be available in these situations. Pricing adjustments are to be expected, although not necessarily a fixed feature. Clearly, a policy per company approach carries a greater cost and it is reasonable to expect that an underwriter would alter the premium if organisations that are not part of a single structure are brought together in the same policy. The counter argument here is that if the associated companies were actually part of a group, the pricing framework could be likely to be the same because the rating data points are not precise enough to pick up the difference within a larger number. Again, much depends on the fact patterns in each case but, on balance, the argument favours the underwriter here. It is important to keep in mind that well-constructed policies will recognise the risk of directors managing and representing minority interests in other organisations, typically joint ventures, and will automatically provide contingent cover. What is clear, though, is that there is no ‘one size fits all’ answer and it most often needs a conversation to consider the risks and benefits of the respective outcomes, or whether or not a case for inclusion exists in the first place. --- ## How to Choose a D&O Liability Limit URL: https://www.mprunderwriting.com/insights/how-to-choose-a-do-liability-limit/ Date: 2026-01-17 Type: Post The question of how to choose a Directors and Officers (“D&O”) liability policy limit is one which is frequently visited. Unhelpfully, there is no clear and unequivocal way to answer. Marketing literature to support the sell on D&O liability seems to have altered little over many years without providing any meaningful guidance on the limit organisations of a certain size and nature ought to consider. The playbook response of ‘buy what you can afford’ is also less likely to be as panacean as it was prior to the recent sharp increase in costs in the D&O liability market and the focus is perhaps a little sharper because of this. To be fair, it is difficult to get beyond anecdotal evidence and the highest profile cases to identify what a typical loss looks like. That probably stands to reason, because there are no industry statistics, or many statistics at all, on D&O liability losses in the United Kingdom (“UK”). Confidentiality and sensitivity are huge issues and directors are unlikely to be terrifically keen to see their case histories and loss costs brandished across the market as an example of what could go wrong. Whilst behaviours are ultimately always likely to be an intrinsic element of D&O losses (purported or real), there are indicators of the likelihood of a claim in the first place, and the potential extent of any costs that might follow, which can influence the limit choice that an organisation might take and which an underwriter would factor into the consideration of a risk. Whilst they do not deliver a prescription they can be instructive, nonetheless, remembering that no risk characteristic will ever be mutually exclusive and able to be used as a single metric to decide on what might be the sensible policy limit. **Activities:** there are unquestionably trades and sectors that present more obvious challenges to underwriters of D&O liability than others. Telecommunications and biotechnology feature prominently here, for example, because of potential issues around valuations and the more frequent need for investments in areas where the product or idea may be untested and unproven. Intellectual property can be more contentious, particularly where knowledge is young and thinly distributed. Natural resources and mining are examples where front-end costs actually do come with the territory and are inherently more speculative. Other obvious areas where D&O losses might feature more frequently include professional football clubs and financial institutions, with underwriters inclining to the view that the relationship between fortuity and inevitably can be uncomfortably imbalanced. Whilst all organisations will evidence a D&O liability risk, activities are a useful start point on the probability of a claim, but the extent and severity of those will largely be determined by other ingredients. **Scale:** whatever the activities look like and feel like, their size and scale will be important in driving the potential extent of any loss. Below a certain level, the fiasco arithmetic may not interest litigation funders or aggrieved creditors because of the potential costs associated with recovery. But there is no doubt that limit choice has to be a function of size and, viewed in isolation, the very simple observation is that the bigger the risk, the bigger the limit requirement should be. **Financial Profile:** many risk characteristics of D&O liability risk are straightforward and debt is no different. If you borrow money, you have to pay it back. If you don’t pay it back, the owner of the debt will want to know why and will seek to establish if the reasons might be based on any mismanagement or misrepresentation. Debt ties into a broader assessment of the financial condition of an organisation and a heavily indebted business has the contemporaneous challenge of a narrowed field of enthusiastic underwriters and a higher limit of liability requirement to align against their financial metrics. Foremost in the minds of brokers when recommending a limit will be financial scandals and corporate casualties where it is known that interrogations have been long, expensive and involved several investigatory parties proceeding against those involved in the management of the organisation. **Public versus Private:** it is indisputable, and understandable, that publicly traded companies have a broader risk spectrum than those which are not. Regulatory scrutiny is more intense and they must undergo rigorous initial evaluation as well as meeting ongoing transparency requirements. They will be exposed to shareholder and regulatory issues that do not affect private companies. As a general observation, plcs will need to buy higher limits than their similarly sized private counterparts and it is unusual to find a plc that does not buy D&O cover. The limit choice may be more heavily influenced by other factors (activity, size and scale, territory, etc.) than whether they are listed or not but there is no doubt that, absent any other factors, an exchange listing raises the risk of a claim. What evidence does exist points directly to the conclusion that publicly traded risks suffer a disproportionate number of large losses (7 figures and above). This is driven partly by those disclosure and transparency requirements and a wider pool of potential claimants, but also because they tend to be larger, more geographically diverse, or in areas that are intrinsically more exposed to loss. There is also the feature that scale, or a desire for this, is often the reason for a public listing in the first place. The need to access capital with the agility that a listing delivers happens with more regularity, involves higher sums and is more tightly regulated than in the private sector. **Merger and Acquisition activity:** valuation disputes feature commonly on the list of D&O liability losses and are fertile ground for disagreement. There can often be an understandable tension between vendors, who seek to maximise the value of their asset, and buyers who desire the best possible terms. Alleged misrepresentation is a common feature of this kind of claim and, again, the nature, location and scale of the acquisitions(s) will feed the narrative on limit requirements. It is important to keep the critical consideration of ‘capacity’ in mind, however. A D&O liability policy will only cover wrongful acts in the capacity as a director or officer, not as a shareholder, so any acts committed in that capacity falls outside of the scope of a D&O liability policy and drop into the territory of Warranty and Indemnity cover. **Prevailing Regulatory Regime:** according to The National Audit Office there are more than 90 regulatory bodies in the UK with a total expenditure of almost £5 billion a year. Most D&O surveys support the evidence of a marked rise in regulator activity over the last 10 years so the prevailing regulator environment of an organisation should be an important consideration on how to choose a D&O liability limit. All organisations are exposed to health and safety risks, although an insurance company will be less so than a construction risk. Not all will be exposed to Trading Standards or Vehicle Certification Agency risks, where 7 figure losses are in evidence, so the regulator universe specific to an organisation is very important in the consideration of a limit choice. Of perhaps the greatest concern is the Serious Fraud Office (“SFO”), and this is potentially the most catastrophic regulatory risk in the UK. A recent AIRMIC/AIG report on D&O put the potential costs at £4,000,000 per director, maybe even higher, as individuals will seek to retain the best lawyers possible. Activity from the SFO in the UK and other prosecutors around the world has increased over the last decade and there is now more international co-operation than ever before. The focus of these investigations includes accountancy fraud, bribery (and other forms of corruption), environmental violations, and health and safety breaches so an assessment of an organisations exposure in this context is important and examination of previous SFO cases ([Our cases - Serious Fraud Office](https://www.sfo.gov.uk/our-cases/) (sfo.gov.uk)) can provide useful guidance on potential exposure to risk. **Territory:** location of activity is a key consideration in any assessment of limits and the extent of any exposure to the United States (“US”) drives the risk profile more than any other territory. If an organisation has a publicly traded programme in the US, even if it has minimal physical risk there, it is opened up to a higher likelihood of a claim and exponentially higher costs than a domestic event. US securities class actions remain one of the biggest threats to directors and is a critical factor in the consideration of limits. Litigation in the US is typically expensive, time-consuming and requires knowledge and understanding of the US legal system. The chances of being hit by a US securities class action are now greater than at any time in the past, with 433 US federal securities class actions filed in 2019, the third consecutive year with more than 400 filings (NERA’s Securities Class Action Litigation Report). This was almost double the level observed in 2014 and far above historical annual filing levels. This might only affect a limited number of organisations in practice, but any overseas activity increases unpredictability. Loss handling costs are invariably higher in overseas territories and foreign language challenges can make that landscape more difficult to navigate in every context. **Emerging risk:** one of the duties of a director is to scan the horizon for emerging risks. In the context of making policy limit provisions for this, much will depend on how likely these are to crystallise into current or immediate risks an organisation might face and when they could manifest themselves. Climate change and Economic and Social Governance (“ESG”) are good examples of this, although at this stage they are most likely to be more of an issue for listed firms and larger organisations. The environment, health and safety, human rights and community impact are gaining management attention and as pressure for ESG disclosure mounts, organisations will have to consider their risks and, in some cases, rethink their strategies. Pressure will be applied to treat sustainability as more than a tick-box exercise and to undertake a cultural review of how an organisation creates value. Risks may emerge if investors begin to seek compensation for the failure of an organisation to adapt to climate change or to adequately disclose environmental risks. Shareholders have recently warned they will vote against the election of directors at companies where their commitments on climate change, biodiversity and human rights fall short of their expectations. Recent focus has been on the potential introduction of fines for UK directors for accounting failures as part of an overhaul of the audit sector in an attempt to improve standards. Directors would be held personally responsible for financial reporting if they were found to have fallen short in their duties. This did provoke a hostile response and has since been diluted but the messaging is clear for the future around expected improvement in behaviours and willingness to hold directors to account. **Prior Losses and basis of cover:** prior losses are a very useful indicator on limit appropriateness but also the most difficult to get to due to market confidentiality on the performance of D&O liability. It is possible to use the likes of Carillion, Tesco and Patisserie Valerie, all of which are likely to have been significant 7 figure losses, and to use some of their characteristics as a guide but it may not get any more scientific than that. Buyer/advisor attitude to risk will feature in the narrative and is an area where there is likely to be very little consistency. Decisions may be also be influenced by the availability of any one claim (“AOC”) cover ([although the benefits of this may have been exaggerated](https://www.mprunderwriting.com/any-one-claim-do-much-ado-about-nothing/)). Aggregate limits were fine for as long as D&O liability had been around and the shift in the market from aggregate to AOC in the 2010’s went almost unnoticed in the untrammelled progress of the soft market, due in part to that lack of loss frequency. Yet the switch back to aggregate from AOC can present an awkward conversation and challenging psychological sequencing for directors. Is a limit set for one large loss with an amount to cover another just in case? Does the limit need to go up because it is now in the aggregate? Despite that lack of frequency no one can ever ignore the possibility of exceptional events or risks. The fact that something has not happened before does not mean it cannot, but that might not necessarily be the best way to select a limit for buyers of D&O liability. **Number of Directors and Offices:** it might sound rather obvious, but the number of directors and officers is a feature in selecting a limit. A standard policy will cover past, present and future directors and officers, but if there is only 1 director then there is only 1 director than can access the policy limits. Having ‘enough to go round’ is one quite straightforward factor in that assessment of limit requirement. As we said at the start, the rather unhelpful conclusion is that there is no answer to the question, at least not in any scientific or empirical sense, and any attempt at precision is incredibly difficult. At the same time, there are some indicators to use that illuminate the path to an informed decision. One option might be to ask experienced D&O liability underwriters how many total policy limit losses they have seen, on what kind of risk, with what kind of characteristics. Even then, there will be no correct answer, for that very simple reason that there isn’t one, but it might help to navigate an area where there has never been a particularly elegant response. --- ## Governing Law and Jurisdiction URL: https://www.mprunderwriting.com/insights/governing-law-and-jurisdiction/ Date: 2026-01-17 Type: Post Governing law (or “choice of law”) and jurisdiction are quite closely linked, and are often dealt with in the same place, but they do cover 2 slightly different things. Governing law specifies which substantive law (i.e. the laws of which country) will apply to the construction, validity and effect of a contract. If there is no express choice of law in the policy then, broadly speaking, the law of the country with which the contract has its closest relationship should apply. Therefore, the usual position on a contract issued in the United Kingdom (“UK”) is that the laws of England and Wales apply, so it is common to see this in policies for that reason. A policyholder in the UK with a policy written in the UK might assume that UK law would apply, but it should still be stated. Absent such a specific provision on choice of law, and depending where a dispute materialises, there may be different legal systems to consider and the content and effect of these laws may vary greatly. Parties can choose the laws of another country, which the English and Welsh courts are able to apply, but it is unusual to see this and it potentially unnecessarily overcomplicates what ought to be quite a straightforward and consistent position. Expert evidence of a different jurisdiction would be needed to advise what the law is and how it ought to be applied. This being the case, it is rare to see much difference across the financial lines market. The use of the word ‘jurisdiction’ can sometimes confuse matters, not least because it is frequently referenced in clauses relating to the territorial limits that apply to a policy, but the true meaning of the term is more nuanced. A jurisdiction clause stipulates where any dispute arising in connection with the policy will be heard and the provisions of the clause relate to the competence of a court to resolve that dispute, so the parties to the policy agree in advance which courts will have competence to deal with a dispute and which courts will not have competence to deal with a dispute. If no express choice has been made, the rules can get complicated, so time and expense is avoided by making that choice on jurisdiction up front. A typical provision might therefore read: > **Choice of Law and Forum** The construction of the terms, and the validity and effect, of this policy are governed by English law. Any dispute or difference arising under or in respect of this policy shall be subject to and determined within the exclusive jurisdiction of the courts of England and Wales. If no such provision is made, the defendant should usually be sued in its country of domicile for individuals or the central administration or principal place of business for organisations. Use of ‘exclusive’ is important because that means that only those courts will have jurisdiction to hear that dispute (on policy cover) and will prevent parties from legitimately bringing proceedings in courts in other jurisdictions. Any proceedings that are brought in the courts of other jurisdictions should be declined by those courts on the basis of the jurisdiction clause in the contract. If there is non-exclusive jurisdiction, those same courts (England and Wales) will have jurisdiction but so will any other court that has jurisdiction according to their own jurisdictional rules. By using non-exclusive jurisdiction provisions proceedings may be allowed to be legitimately brought in any chosen jurisdiction and the opposing party cannot object to this. In the context of UK management liability, it is rare to see many departures from the standard approach, so much of this may be academic. However, if activity takes place in an international setting, that express choice becomes more necessary and important to avoid any confusion or room for dispute. --- ## We Need to Talk about Specialist URL: https://www.mprunderwriting.com/insights/we-need-to-talk-about-specialist/ Date: 2026-01-17 Type: Post At a time when the PI market is just about as confusing as it has ever been, talking about Miscellaneous PI appetite can be a particularly tricky business. Even the name ’Miscellaneous’ provides little clue as to what an insurer is keen to put on their books, with discussions on risk appetite often descending into an underwriter’s list of high-risk activities that they are more cautious on or don’t want to insure. This can leave brokers still scratching their heads, wondering where to go with an enquiry when all they seek to do is find the right solution for the client and make sure they aren’t wasting time presenting the wrong risk to the wrong market. ‘Miscellaneous’ has always been a broad church when it comes to business activities, with policyholders covering the spectrum from Archaeologists to Zoologists and everything in between. They are all specialists in their field. The MPR Specialist offering is a more appropriately named product and covers a vast range of professionals with the presumption that no risk is the same. Activities and exposures can vary greatly, as can the appropriate risk management regimes. They do however, all have one thing in common. They provide a service, and the provision of that service can be called into question, rightly or wrongly, at any point, particularly in more challenging economic conditions. The good news is, in our opinion, there is no such thing as a ‘wrong risk’ when we are considering Specialist risks and all good risks should find a home. By finding an insurer willing to discuss the risk, the activities, and the way the client approaches their business, it will help facilitate the best possible solution, providing a level of flexibility for unusual or unorthodox risks so the contract can be tailored to suit the activities of each individual client. Simply discussing the activities with an underwriter and encouraging the client to fully explain how their exposures are mitigated ought to be easy enough, but this has often been overlooked, particularly during softer market conditions. Direct access to underwriting decision-makers has also become increasingly difficult as service levels continue to come under pressure. So, if you need someone to talk to, pick up the phone to [the team](https://www.mprunderwriting.com/our-team-of-specialist-underwriters/) at MPR. --- ## All Employees as Insured Persons URL: https://www.mprunderwriting.com/insights/all-employees-as-insured-persons/ Date: 2026-01-17 Type: Post A recent policy comparison highlighted ‘all employees as Insured Persons’ as the main policy feature. From the perspective of a director, I found this both curious and puzzling. It suggests that adding all employees to the D&O policy presents a straightforward solution and an obvious advantage, and some managers may well see this as an inclusive and relaxed approach. However, senses should be tuned to some of the sensitivities this could present, and that the addition of such parties can be dilutive to the cover available for the appointed Directors and Officers. In some cases, there is even doubt that the policy could even work in the first place, largely down to the policy being built around the often sensitive subtleties of indemnification. The most important initial point is to understand that the obligation of an organisation to indemnify Directors and Officers is much stricter because it is they who bear the exposure of personal liability, through their fiduciary duties, that regular employees simply do not. To bunch everyone together might assume that they are all treated the same when they most definitely are not. If the obligation to indemnify an individual is not in the articles/memorandum of association, byelaws or separate agreement (which it typically would not be for employees), then it is difficult to see how a policy with traditional architecture could work, as the following example language shows: **Side A: Insured Person Liability Cover** The Insurer will pay the Defence Costs and Loss of each Insured Person arising from a Claim, ***except to the extent such Defence Costs and Loss has been indemnified*** by the Company. **Side B: Company Reimbursement Cover** The Insurer will reimburse the Company for Defence Costs and Loss arising from a Claim against an Insured Person that it ***has indemnified***. Set against the Model Articles of Association for private companies limited by shares, at item 52: *52.—(1) Subject to paragraph (2), **a relevant director** of the company or an associated company may be indemnified out of the company’s assets against—* Since D&O policies presume indemnification to the degree available for Directors and Officers, that extends to any additional parties that can prove that they are an ‘employee’. The handling of indemnity for regular employees is not addressed. Consequently, there is no policy framework to navigate. Now it might be that, as there is no indemnity, claims against regular employees might just fall for cover under Side A. However, this opens the door to anyone who can prove an employment relationship, such as independent contractors or third-party advisers, and illuminates a route to cover. Since D&O policies presume indemnification to the degree available for Directors and Officers, that extends to any additional parties that can prove that they are an ‘employee’. So, a feature created as a policy advantage could actually end up being quite the reverse. There is an argument to say all of this is irrelevant, as employees ought not to be drawn into scenarios that should be reserved for office holders. However, a tidier and more surgical solution could be to specify the scenarios where colleagues might get brought into an allegation, such as employment disputes, or extend the insured person definition to those who could, such as managers or supervisors. This seeks to preserve the benefit of the policy for the intention it was created and articulates much more clearly where, when and for whom it operates. --- ## D&O and the Duty to Defend URL: https://www.mprunderwriting.com/insights/do-and-theduty-to-defend/ Date: 2026-01-17 Type: Post The ‘duty to defend’ is a long-standing provision in D&O policies and, in broad terms, allows the appointment of a lawyer to be the choice of the insured person(s). Due to the range and potential complexity of claims within the D&O environment, having the relevant competence and experience is important. Expertise can vary dramatically and having more choice to enable the appointment of someone with the appropriate background is unquestionably preferable. Notwithstanding this, because the insurer is potentially paying, they do need to know what is happening, so they will always seek to reserve the right to associate on any investigation, defence, negotiation and settlement, and would need to be consulted prior to any spend against the policy (this essentially allows the validation of lawyer choice together with the rates and, ultimately, litigation strategy). Duty to defend language would typically read: ***“It shall be the duty of each Insured and not the duty of the Insurer to defend Claims.”*** Some policy wordings prescribe who an insured person(s) has to use, or may impose limited caps on hourly rates, and this needs to be considered for potential disadvantages, but the duty to defend position is taken for a number of good reasons, some of which include: 1\) in criminal matters, where a director may be facing potential imprisonment, it might be considered inappropriate to compel an insured to use an insurers choice of lawyer, if they were not comfortable in doing so; 2\) elements of claims may not fall for cover (see [Allocation in D&O Policies - MPR Underwriting](https://www.mprunderwriting.com/allocation-in-d-o-policies/)) and, again, insurers ought not to be able to compel the use of certain lawyers where the policy may not respond to some of the defence costs or loss that might be incurred; 3\) often, D&O insurers are not in a position to confirm cover at the time of instruction, so they cannot reasonably insist on compelling the use of a lawyer the insured person(s) might not otherwise choose; and 4\) panel lawyers may be unsuited for claims in certain territories, typically overseas. This contrasts with the Employment Practices Liability environment, where the respondent to the claim is almost always the organisation itself and a more prescriptive approach is possible and, arguably, more appropriate. In the D&O environment, however, direction to a sole solution or a more limited panel can fail to provide sufficient depth in quality and breadth of choice and is a move away from a more traditional D&O language approach. > In the D&O environment, however, direction to a sole solution or a more limited panel can fail to provide sufficient depth in quality and breadth of choice and is a move away from a more traditional D&O language approach. --- ## Order of Payments URL: https://www.mprunderwriting.com/insights/order-of-payments/ Date: 2026-01-17 Type: Post The heritage of ‘Order of Payments’ or “Priority of Payments” clauses is rooted in the introduction of entity coverage to the Directors and Officers (“D&O”) policy architecture in the early 1990’s. With the organisation included as an insured party, along with those insured persons it employed, a new dynamic emerged which created a potential scenario where interests could conflict over access to the policy limits. > Generally, they provided that claims were paid for persons before organisations and established a hierarchy in favour of insured persons. In essence, the clauses contained provisions which addressed the order in which the proceeds of the policy were to be applied if the amount of insurance available was less than the potential claim payment. Generally, they provided that claims were paid for persons before organisations and established a hierarchy in favour of insured persons through ‘priority’ of non-indemnifiable claims over indemnifiable claims. Since the origins of the D&O policy were always to first serve the directors and officers, the market developed the wordings in the direction which said that all things being equal, the policy proceeds should first go to the insured persons and if any remained, they could go to the entity. Broadly speaking, this is how they now sit in well constructed policy forms, typically titled ‘order of payments’ to more accurately reflect intentions. …they do outline that hierarchy, and this is viewed as valuable given the uncomfortable lack of clarity if the clause is not there. All of this sits nicely with the idea that claims costs land instantly and simultaneously for all defendant parties, but the practical reality is often different. Claims can be complicated and messy affairs, incurred over long periods for different parties in different stages, so the notion that costs can always be dispensed in apple pie order in the manner prescribed in these clauses is perhaps a little impractical and unrealistic. However, they do outline that hierarchy, and this is viewed as valuable given the uncomfortable lack of clarity if the clause is not there. Potential complications can arise when limits for insured persons are blended with those for other parties, which will almost always be the employer organisation. Any such disputes may be more challenging to navigate in the absence of any such clause because the guidance is not there. The hope is that D&O claims will be less complex and multi layered than the clause architects imagined but if they do not behave straightforwardly, the clauses most certainly have merit. --- ## Keeping your Cyber Insurer Happy URL: https://www.mprunderwriting.com/insights/keeping-your-cyber-insurer-happy/ Date: 2026-01-17 Type: Post Risk mitigation is a key compliment to any quality insurance solution, and cyber is no different. A combination of a rise in the severity of claims (particularly ransomware) and hardening market conditions has focussed attention on simple yet effective measures that insurers will look for as minimum requirements: ### 1. MFA/2FA Multifactor Authentication or Two-Factor Authentication is where the user is prompted for an additional form of identification as part of the sign-in process. Trusted devices are considered one form of authentication (as they are not easily duplicated) and a 2nd method is as simple as a password/PIN or biometric. MFA and 2FA are essentially the same thing – although MFA allows additional layers of authentication if required. ### 2. Back-ups A basic method to minimise ransomware attacks is to back up systems and data regularly. However, it is not much use if they are on the same system, so they need to be separate and isolated from the network. Preferably, the back-ups should also be protected with encryption. It is even better if organisations can demonstrate that there has also been a test for full restoration and recovery (of systems and data) within the previous year. ### 3. Remote Access Even before Covid-19, many organisations allowed employees to access their network remotely. That trend has clearly risen sharply (along with the exposures) and looks set to remain, which is a concern for insurers. Basic controls would include MFA/2FA for remote access as well as restricting access to sensitive data. A VPN (Virtual Private Network) is also a highly recommended method of protection against publicly exposed remote access services. ### 4. Email Protection Email is one of the main vulnerabilities of any organisation. Again, simple solutions can offer additional protection. Utilising SPF (Sender Policy Framework) on inbound emails ensures the validity of the sender has been verified. Pre-scanning emails for malicious attachments is another basic tool. Incorporating MFA/2FA on email systems ensures the organisation has increased protection against BEC (Business Email Compromise), which is a dominant feature of many successful access attempts. ### 5. Training Education remains a key component in risk mitigation as ‘bad-actors’ continue to rely on employees making mistakes. Staff can often be the biggest vulnerability. In a busy (and more remote) workforce these mistakes can easily happen, but the implications can be devastating. A fully implemented training program for all employees (including identifying phishing scams) is ideal. But even basic training (such as free modules available from the National Cyber Security Centre) is useful and very easy to implement - [NCSC Staff Training](https://www.ncsc.gov.uk/blog-post/ncsc-cyber-security-training-for-staff-now-available) --- ## Allocation in D&O Policies URL: https://www.mprunderwriting.com/insights/allocation-in-d-o-policies/ Date: 2026-01-17 Type: Post There is little doubt that Directors & Officers (‘D&O’) Liability is a sophisticated product which contains potentially complex concepts and processes. Despite the low profile in a D&O policy features showreel, ‘allocation’ is nonetheless a key component of any contract and plays a role in all claims. The principles behind allocation are straightforward and digestible and yet there are quite different approaches to the language, not all of which are clear, and some of which have potentially different outcomes. D&O claims can be single allegations against single insured persons for single remedies. Often, however, they embrace more complexity and involve multiple allegations against multiple parties for multiple remedies. In simple terms, allocation is the process of disentanglement which must take place to get to the components of the claim that the policy intends to cover. The process of allocation seeks to ‘allocate’ loss (defence costs and damages) between covered and uncovered parties and between covered and uncovered matters. Limited guidance exists from the courts in the UK, but those in the US have made it abundantly clear that allocation clauses are obligated to describe a precise methodology by which any allocation would be prescribed. They have also ruled that general expressions of intent, such as “best efforts,” do not necessarily satisfy this burden. Such an expression was, and is, rarely left unaccompanied as it was never sensible to use this as a methodology in and of itself. Underwriters seek to chaperone it with a specific allocation methodology, such as “relative legal and financial exposures of the covered parties to the covered matters”, to give the meaning much more certainty and clarity. > D&O claims can be single allegations against single insured persons for single remedies. Often, however, they embrace more complexity and involve multiple allegations against multiple parties for multiple remedies. In simple terms, allocation is the process of disentanglement which must take place to get to the components of the claim that the policy intends to cover. It can often come as a surprise to find components of claims might not fall for cover, so an understanding of allocation is good to possess. Efforts to have ‘predetermined’ allocation have been made in the past, where the percentages were fixed, but this often only suited certain types of claim and may potentially be disadvantageous, depending on the circumstances. As much certainty as possible is preferable, whilst perhaps never definitively possible, but it is certainly worth considering the potential benefits of, for example, ‘imputability’ language, which carries that greater degree of certainty, over a more nebulous ‘fair’ allocation. And the concept of allocation is almost inextricably linked to the choice of lawyer in a D&O claim scenario, [for reasons covered elsewhere](https://www.mprunderwriting.com/do-and-theduty-to-defend/). Allocation in D&O policies can be a divisive area, both literally and figuratively, and however it reads it can be central to the quality and effectiveness of a D&O policy. --- ## D&O Deductibles URL: https://www.mprunderwriting.com/insights/d-o-deductibles/ Date: 2026-01-17 Type: Post Once upon a time, deductibles were a common feature of Directors and Officers (‘D&O’) Liability policies. Typically reserved for larger or more challenging private risks, or those that were publicly listed, they faded from view as the soft market invaded every element of the contract. The recent change in that direction of travel has seen a re-emergence of the deductible, and in some cases a return on the kind of risks that might not ever have seen them, in particular private limited organisations. How big a deal is this? ### The operation of deductibles It is worth spending a moment revisiting the application and operation of deductibles, which can be broadly summarised as follows: ## Side A/Clause 1 cover Here, protection is provided to individual directors and officers when they are not indemnified/reimbursed by their organisation, often as a result of the law or financial incapability. This clause also potentially operates if an organisation simply refuses to pay the legal defence/loss of a director or officer, or if a bankruptcy court issues an order preventing such indemnification. Indemnification provisions sit in the articles of association, or constitutional document, as a standard provision, or can be contained in a side agreement as a compliment/substitute for the same. ## Side-B/Clause 2 cover As a dovetail to Side A/Clause 1, this is where the organisation indemnifies/reimburses the directors and officers (often referred to as corporate reimbursement) as it is obliged to, via the articles of association or indemnity in the side agreement/contract. (Side-C cover is worth a mention for completeness – this is cover for the organisation itself for securities claims (so generally only a feature on publicly traded companies). Small and medium private organisations do have ‘entity’ cover, or Corporate Legal Liability as it might be more commonly known, which is broader, but still somewhat limited in scope: [Entity Cover Explained](/entity-cover-explained/) ). ### How most claims are managed The vital point to make here is that most claims are managed under Side-B/Clause 2 cover. Precise numbers are difficult to identify but are estimated to be around 9 in 10 claims historically. In the U.S.A., where there is a long-standing legal basis for indemnification, organisations almost always indemnify their directors and officers. Typical Side A claims involve allegations of fraud (where indemnity is not allowed, or the provider of the indemnity is unwilling to support this) or insolvency (where there are no assets available to back the indemnity). Insurers sought to avoid a scenario where organisations could push the claims to Clause 1 and avoid paying a deductible by simply saying they were not providing indemnity. Consequently, D&O polices developed a ‘presumptive indemnification’ approach to claims meaning that, for cover purposes, it will be presumed by the insurer that the organisation indemnify its directors and officers, effectively ignoring what the organisation actually does, or is permitted to do. This presumption of indemnity can be ‘to the fullest extent allowed by law’ or even where prevented by ‘legislative prohibition’. To the extent such legislative prohibition exists, it is narrow in effect, which means loss moves into ‘indemnifiable’ loss and therefore application of deductible territory. The wording of the clauses is understandable, but the language needs to reflect the practicalities i.e. whilst there is always very likely to be presumptive indemnification language, it should just apply where that presumed indemnity is operative. The vital point to make here is that most claims are managed under Side-B/Clause 2 cover. Precise numbers are difficult to identify but are estimated to be around 9 in 10 claims historically. In an environment where Side A and Side B deductibles were the same (£nil), much of the foregoing was irrelevant (Side B deductibles have always been in place for U.S.A. claims, typically $25,000, and have remained remarkably static for over 20 years). However, as we move into a phase where deductibles become more of a feature, this is no longer the case and it is beyond doubt that the imposition of a Side B/Clause 2 deductible is a potentially negative change as far as policyholders are concerned. --- ## Podcast: A look at MGAs URL: https://www.mprunderwriting.com/insights/podcast-a-look-at-mgas/ Date: 2026-01-17 Type: Post Tim Jones, director at MPR Underwriting, was the guest on episode 2 of ‘Insurance Covered’ a podcast produced by RPC, designed to look at the inner workings of the insurance industry. This episode takes an in depth look at Managing General Agents (MGAs) and examines their role in the insurance market; how they benefit the different parties they work with and the important attributes that create a successful one. *The podcast is 23 minutes long and can be listened to above - It is also available on [iTunes](https://podcasts.apple.com/gb/podcast/insurance-covered/id1496190710), [Spotify](https://open.spotify.com/show/6lI7hKJonZiHNWUd14YvPs) & [Acas](https://shows.acast.com/insurance-covered/episodes/mgas-with-tim-jones)*. --- ## Navigating the PI Market URL: https://www.mprunderwriting.com/insights/navigating-the-pi-market/ Date: 2026-01-17 Type: Post The case for solid analysis and judgemental flexibility in the underwriting process has never been more important. Here are some strategies that may help. ### 1. Provide a quality presentation, well in advance of renewal. Take time to fully explain the activities and industry sectors, features of the business and contract values. Add information that highlights quality, stability and strength (experience, management control, long-term client relationships, etc.). Don’t leave it too late – negotiations may take longer, and insurers are less keen on extensions to cover. ### 2. Existing risk mitigation. Highlight ways in which the professional negligence risk is minimised within the organisation. For example, contractual protection is a powerful risk management tool, often outlining the services to be provided, thus reducing the chance of a misunderstanding in the first place. Contracts can also clearly define what happens if there is a dispute. Stronger mitigation features will include limitations of liability and exclusions for consequential loss. ### 3. Examine policy changes. It’s important to keep an eye on the primary terms and conditions. Premium and excess may take the headlines, but there may also have been other changes that can impact the business (or influence contractual requirements). Also, check the impact to the excess layer (top-up) program. For example, lower attachment layers may be needed, and aggregation of primary cover will impact the thoughts of the excess layer underwriter, now concerned with erosion of underlying limit. ### 4. Quality brokers/insurers. Using a quality broker and insurer is always important, but endeavour to work with people that understand not only the business and the risks but are prepared to articulate and engage. Don’t be afraid of additional underwriting questions or subjectivities – providing clarity will be beneficial for all concerned. ### 5. Suggest alterations. Don’t wait for the underwriter to make the changes - suggest your own. For example, take a higher deductible (it will keep the premium down and show confidence in the organisation) or perhaps explore coinsurance options underwriters under capacity pressure may feel more comfortable with a share of a primary limit rather than taking it 100%). PI policies have been broad for many years, so discounts can be obtained by removing cover not applicable to the business. --- ## Any One Claim & D&O: Much Ado About Nothing? URL: https://www.mprunderwriting.com/insights/any-one-claim-do-much-ado-about-nothing/ Date: 2026-01-17 Type: Post As Shakespeare conveyed in Hamlet, "There is nothing good or bad, only thinking makes it so." No event or occurrence is truly good or bad, they are based on our cognitive processing and pre-suppositions. Fewer changes in the recent narrative of D&O in the UK can be considered to have been as unequivocally good as the advent of the Any One Claim basis of cover (“AOC”) over what had traditionally been an aggregate limit of liability. Amongst all the noise and drama, closer inspection ought to confirm that to be. Or, perhaps, not to be. That is the question. The pressure for AOC came from several sources. In a profitable environment, cover expanded and the margins for differentiation were squeezed. Broker wordings added pressure, as did the demand for growth from the insurers themselves. The circularity of the discussion in favour of the change was persuasive. Underwriters argued it was not necessary as it was not a frequency class of cover, swiftly countered by AOC protagonists (brokers and development led underwriters) that if this were the case then a switch to AOC would make little difference. Somewhere in the middle were the actuaries, often the supreme arbitrators, and almost always right, who argued that historic data was biased. They contended there could be no clear line of sight because, where limit losses had occurred, no further claims could be made. This tension ultimately resolved itself in a compromise. This centred itself on the potential likelihood of aggregation. If underwriters were able to maximise the chances of aggregating claims, some concessions might be granted, and actuarial tensions eased. Some protection already existed but the capping of policy limits had made this less important. Now, minds were focused, and scope certainly existed to broaden the aggregation trigger. The consensus was that the simpler (and shorter) the clause, the more likely it would be that a court would give effect to a clear intent to provide a broad scope for aggregation i.e. *“All Claims directly or indirectly arising out of, consequent upon or attributable to one source or original cause shall be deemed to be a single Claim first made on:”* This language created a single limb for aggregation where claims are "consequent upon or attributable to one source or originating cause". The connecting language of "consequent upon or attributable to" is a broad formulation which indicated that the necessary causal connection could be construed, not at the level of proximate cause, but a more remote level of causal connection. Furthermore, the words "one source or original cause" are also acknowledged to be wider than a defined "event" or "occurrence". Generally, an "event" is something which happens "at a particular time, in a particular place, in a particular way" *Axa Reinsurance (UK) Ltd v Field* (1996). By contrast, a "cause" can encompass a continuing state of affairs or the absence of something happening. Moreover, it was expressly held that the word "originating" opens up "the widest possible search for a unifying factor in the history of the losses that it to aggregate". So, what’s the punchline? It is unclear and it is a complex issue. There are legal technicalities over how certain word combinations might be interpreted by the courts, and debate over whether claims aggregation can ultimately only be judged on a case-by-case basis. However, there seems little doubt that if an insurer is able to aggregate all claims to a single originating cause, it is theoretically easier to decline them simultaneously. A Devil’s Advocate might also argue the move to AOC has facilitated a rise in late notification issues because of the greater ability to tie matters together i.e. first awareness. Moreover, if notification activity spans multiple policy years, the change to AOC might actually be disadvantageous. Critically, and this often gets lost in the debate, the ‘Any’ is only as good as the ‘One’. Much Ado About Nothing? Even the fiercest critic of AOC would have a challenge to suggest it was anything other than a broadly positive move. Even in a non-frequency class of cover like D&O, the ease of understanding the concept and difference of AOC is clear, even if the transition hasn’t quite been As You Like It. However, if the AOC genie is ever put back in the bottle, and there are signs that this is happening, it might not be a case of All’s Well That Ends Well. --- ## Cyber-Crime: Lights, Camera, Distraction URL: https://www.mprunderwriting.com/insights/cyber-crime-lights-camera-distraction/ Date: 2026-01-17 Type: Post At the 2003 BAFTA awards, Christopher Walken won ‘Best Supporting Actor’ for his portrayal of the father of American fraudster, Frank Abagnale Jnr. Frank Jnr. perpetrated his first fraud scheme at the age of 15 and went on to commit a 6 year, $2.5m fraud spree until his arrest in 1969 at the age of 21. By modern standards the frauds committed might be considered to be quite crude, but the basic strategy pattern has remained the same and that is to deceive. Social engineering frauds are nothing new, although Abagnale himself concedes: “What I did in my youth is hundreds of times easier today. Technology breeds crime”. And it is perhaps this association with technology that has resulted in the drift and attachment of ‘cyber-crime’ away from what might be argued as its natural home. Our ever-increasing reliance on technology to complete even the most menial of tasks in our everyday lives can provide a metaphor for businesses and how they might mitigate their exposure to these types of fraud by risk control and/or risk transfer. Whilst exposure to these types of losses can never be fully removed, simple risk management techniques can significantly reduce the risk to a business, even if the ecosystem of the fraudster is constantly evolving. On the insurance side, multiple solutions exist for this type of exposure. What came to be known as ‘Social Engineering Fraud’ (defined broadly as the act of influencing a person to execute actions that are not likely to be in that person’s best interest) drifted into the newly created ‘cyber-crime’ category, most probably because of the means of facilitation of the crime, rather than the proximation of some, but not all, of the cause (phone call and letter are also popular social engineering techniques). Once compartmentalised in this way, ‘cyber-crime’ could be fixed as an extension to a policy or as an optional insuring clause on a standalone cyber product. Critically, however, the evolution of cyber-crime has been inconsistent, and cover can vary from market to market. For example, the coverage trigger can be very narrow (cyber event), loss may not include merchandise, there can be restrictions by policy definition and unfavourable claim conditions can infringe the ability of the policy to respond to a loss. These would need to be fully reviewed to ensure the correct level of coverage is obtained. Consistency is important as well. Social Engineering Fraud would always have been picked up by a decent Crime Insurance contract. However, there can be a risk that the cover becomes diluted when it is attached to a cyber contract, [when they ought to be the same wherever the cover sits](/wp-content/uploads/MPR_Cyber-Crime-Cover.pdf) for ease of reference and choice. Crime Insurance is perhaps a more traditional, less trendy, insurance solution to the risk of Social Engineering Fraud, but if that’s the concern of the buyer then that consistency and clarity is important in making the considered choice. Crime will also cover a spectrum of additional risks, all of which still exist, but which might have been eclipsed by their more glamorous cyber-crime co-star. Of course, vigilance remains the best defence. As Frank Abagnale Jnr. articulated in relation to the use of impression in committing impersonation fraud, “Why do the New York Yankees always win? The other team can’t stop looking at the pinstripes”, referring to the baseball team’s famous uniform and unmatched success. In the context of Social Engineering Fraud, this is very sensible advice, as is talking to an insurance broker. --- ## Seven Steps to Selling Cyber URL: https://www.mprunderwriting.com/insights/seven-steps-to-selling-cyber/ Date: 2026-01-17 Type: Post MPR’s CIRI policy specifically has an ‘Immediate Incident Response Expenses’ definition, because we want the policyholder to act without hesitation, even if they feel they may be able to handle it themselves. To facilitate this, we deliberately apply a £0 deductible applicable to this service, and it won’t cons tit ute a notification to MPR unless the severity means that it progresses to the crisis management stage. ### 1. Don’t think of it as ‘insurance’. That’s why we call our product ‘CIRI’ (Cyber Incident Response and Insurance) and this is a fundamental message. See our Insight on the [Importance of Incident Response](https://www.mprunderwriting.com/cyber-events-importance-incident-response/) and [Top 5 Tips - reasons to act quickly](https://www.mprunderwriting.com/five-reasons-to-act-quickly-during-a-cyber-event/). ### 2. Keep it simple. It’s not complicated, and you don’t need to be a tech-expert to articulate the benefits. We’ve created a one-page pdf document that helps visualise the process and this is often a useful tool to share with clients: [Managing a Cyber Event with MPR](https://www.mprunderwriting.com/managing-a-cyber-event/). ### 3. Address the misconceptions. Many clients say they don’t need it. However, some familiar misgivings can easily be addressed. We’ve produced a helpful document: [Top 5 Tips: Answers to Cyber Insurance](https://www.mprunderwriting.com/five-answers-to-cyber-insurance-doubts/). ### 4. Take the confusion out of cyber crime. Many organisations are concerned about their own financial loss, but care needs to be taken when adding crime to a cyber policy to ensure the trigger isn’t limited to just a cyber event. We’ve created a one page graphic which helps to simplify the complexities: [MPR’s approach to Cyber Crime](https://www.mprunderwriting.com/cyber-crime-cover/). ### 5. Understand the risk. It’s important to understand the cyber risk and how it’s addressed. This way, we can insure more risks and price more accurately, with a higher quality product, supported by first class incident response. Some streamlined methods could potentially have some pitfalls and we’ve provided an Insight: [Avoid a sucker punch when buying and selling Cyber](https://www.mprunderwriting.com/avoiding-sucker-punch-buying-selling-cyber-insurance/). ### 6. Policy comparisons often miss the mark. Cyber can be a difficult product to compare, and despite handy comparison services such as Cyber|Decider there remains some areas which can often be missed. Here are our thoughts: [Top 5 Tips: Overlooked features of Cyber Insurance](https://www.mprunderwriting.com/five-overlooked-features-of-cyber-insurance/). ### 7. Look beyond the insurer: focus on the client’s best interests. MPRs incident response is provided by ReSecure, the double award-winning service with a straightforward path into the MPR CIRI event management process. This also separates the ‘insurer consideration’ and allows the incident response team to work swiftly in conjunction with the client for their best outcome, not the insurers. Our hotline: [In the event of a cyber incident](https://www.mprunderwriting.com/managing-a-cyber-event/). --- ## Prior & Pending Litigation Date and Retroactive Date – A Case of Mistaken Identity? URL: https://www.mprunderwriting.com/insights/prior-pending-litigation-date-and-retroactive-date-a-case-of-mistaken-identity/ Date: 2026-01-17 Type: Post Which one is which? It’s a common case of mistaken identity. The question of the difference between, and application of, the prior and pending litigation date (“P&P date”) and the retroactive date (“retrodate”) is a frequently visited conversation and can sometimes be difficult to decipher. The context is heavily connected to the concept of “continuity” on claims-made policies. The ambition of the contract architects is to use triggers to help determine which specific insurance policy should apply to a given claim and identify the circumstances under which a policy will not respond. Continuity can also enable underwriters to discriminate amongst exposures, such that we can provide coverage for certain aspects of risk, whilst not covering others. Fundamental to all of this is the understanding that more than one policy is never intended to apply in a claims-made context. The P&P date is an ever-present feature on D&O policies. The simple purpose is to preclude cover for prior or existing litigation. As with many other lines of cover, insurance is never intended to apply to known or current problems, it is meant for future claims and proceedings, all of which is quite straightforward. Some general principles also exist: - if the cover is purchased for the first time, underwriters will rarely change the P&P date from the date of the inception of that first purchased policy; - if there is a break in cover, underwriters will need a convincing explanation as to why this happened in order not to reset this. The true effect of backdating the P&P date is that it allows new claims made during the current policy period to be covered when they arise out of pre-existing issues or litigation which may not yet have developed into a claim applicable to the current policy. Evidently, a P&P date at the inception of the policy would potentially allow insurers to exclude claims arising out of pre-existing issues or litigation. Importantly, it does not exclude conduct that occurred prior to that date and the P&P date will be set at the date on which cover was first purchased and from when it has been purchased without interruption. The existence of a P&P date is not a negative feature, it is part of the standard construction of a D&O policy. Keep in mind, though, that backdating the P&P date will not: - pick up cover for claims which have been noticed to a prior insurer; or - pick up any other claims made against the insured prior to the policy period, as the claims made trigger requires the claim be made during that policy period. This position is further reinforced by a ‘prior notice’ exclusion and prevents the ‘stacking’ of individual claims across more than one policy. The retro date will not take the place of the P&P date but appears with much less frequency. The retro date goes to the core of continuity and is often referred to as the “wrongful acts” date. It is the date from which coverage incepts for an insured’s behaviour, or “wrongful acts” and, in a nutshell, claims made during the policy period that result from conduct that pre-dates the retro date do not fall for cover. This constitutes a dramatic restriction in coverage, and few brokers would consider this viable when determining whether or not to move from one carrier to another, or to accept a renewal proposal. There are exceptions, which include: - an insured may have undergone a major overhaul of management, and the new regime (or the underwriter) may seek to insulate itself from the behaviours of their predecessors; - an insured may not have purchased D&O previously, and the underwriter may not wish to cover the behaviours of the past; - a buyout or purchase: the most common place to see a retro date will be on an organisation that has been the subject of a buyout. In this case, the prior policy will go into run off ([D&O - do you need to run off?](https://www.mprunderwriting.com/need-run-off/)) and a retro date is the correct and perfectly standard solution. D&O policy language can sometimes be difficult to digest, so it’s always good to have [help at hand](https://www.mprunderwriting.com/contact/) if you need it. Understanding and simplifying the differences can be straightforward, but not always, and MPR are on hand to help when you need us. --- ## Cyber Insurance – a ‘Potential’ Difference URL: https://www.mprunderwriting.com/insights/cyber-insurance-a-potential-difference/ Date: 2026-01-17 Type: Post Discussions about cyber insurance policy cover and sales techniques have intensified recently, but the narrative can be high level and lacking in any real-life context. Often the best way to understand how much finesse a policy has, and the difference that one word can make, is to look to an actual example. In this case, it was the use of the word ‘potential’when defining a cyber event. We’ve mentioned it before in our [MPR top 5 tips - overlooked features](https://www.mprunderwriting.com/wp-content/uploads/MPR-5-Tips-five-overlooked-features-of-Cyber-Insurance.pdf) and it might not seem like much, but given the immediacy of incident response requirements, it played a very important role. Consider the following sequence of events: *A cyber-criminal impersonates an organisation by creating a variant website domain name and sending a phishing email to a member of the public, purporting to be from that organisation, in an attempt to defraud them. The member of the public spots the fraudulent attempt and contacts the organisation to warn them. Although there might not appear to be a typical cyber event/breach (and no financial loss, extortion attempt, system damage or business interruption) the organisation is understandably concerned and decides to engage their cyber insurance policy…* What happens next? Can they engage the insurers incident response and legal services (to establish what has occurred and investigate a solution) or will they be left to deal with the matter on their own? In the early stages of this example, it was unclear if there had been a breach or unauthorised access, so some contracts may not have permitted cover or begin any immediate response/triage until that had been established. Others may allow the incident response services to engage, but if it transpires that it was just a random event with no access or breach of the company systems, then the event may not be covered, leaving the organisation to pay those initial costs. However, given that an unauthorised access/breach cannot be ruled out, isn’t it better to have policy language that allows the experts to engage quickly and professionally, regardless? This is where ‘potential’ comes into play. If the policy definition includes the following phrase: “Cyber Event means an actual or *potential* unauthorised access…..”; ...then the policy can be triggered, and the organisation can access the help that may be required. In the scenario above, that help includes the immediate incident response, legal advice, triage and coordination, which leads to an analysis of the phishing email (to verify the precise domain registrar) and preparation of a shutdown communication request, leveraging with local law enforcement if required. The organisation can be confident that their good name was protected and other 3rd parties were not defrauded through an impersonation. So, the MPR tip: Look for an insurer that would cover a potential cyber event as well as an actual one. For more tips, such as [5 reasons to act quickly](https://www.mprunderwriting.com/wp-content/uploads/MPR-5-Tips-five-reasons-to-act-quickly-during-a-Cyber-event.pdf) and further helpful material on Cyber Insurance, please visit our [cyber product page](https://www.mprunderwriting.com/products/cyber-incident-response-insurance/) --- ## Five reasons to act quickly during a cyber event URL: https://www.mprunderwriting.com/insights/five-reasons-to-act-quickly-during-a-cyber-event/ Date: 2026-01-17 Type: Post Incident response providers have observed that a strong theme emerging, even where a cyber insurance policy in force, is poor escalation from the discovery of the cyber event to the point at which the appropriate experts are engaged. This almost always leads to the situation taking longer to resolve, introducing potential additional disruption and more costs. Hesitating with a cyber event is ill advised, and here are just five reasons why: ### 1. The first few hours are vital. Early escalation allows the correct experts to engage quickly, triage the incident and organise a tailored action plan for the organisation. It is widely accepted that the first 48 hours following discovery is the period which ultimately dictates the eventual outcomes. So, make sure that the cyber policy not only has access to these crucial vendors, but also helps to coordinate the organisation through the process. ### 2. The ICO. To notify or not to notify? The ICO has been (and will continue to be) very busy post GDPR implementation, yet their notification advice might not be what one might expect: “You need to consider the likelihood and severity of any risk to people’s rights and freedoms… if it’s unlikely then you don’t have to report it.” Having a cyber policy, with access to experts, will place the buyer in a much stronger position to make that initial assessment and establish any notification requirements. ### 3. If the breach event does qualify for notification, then speed is of the essence. The organisation must ”notify ICO without undue delay (within 72 hours); give a description of nature of breach & number affected; provide specific categories of data subjects (gender, age etc..); and detail the likely implications of the breach and what measures have been taken to mitigate.” So, it becomes clear that engaging experts immediately (such as forensics, crisis response and legal services) could prove vital, particularly in relation to the mitigation of any potential fine that may be levied by the ICO. ### 4. A black mark on the claims record? Some policyholders may hesitate because they fear it will form part of their claims experience (i.e. a call to a helpline may be taken as a circumstance or notification to the insurer). Look for a cyber policy that allows an immediate incident response scenario without incurring a claims notification. ### 5. Worried about the retention/excess? Another potential reason for delay might be that a policyholder would opt to handle the event in house rather than incurring lawyer or vendor costs (as part of their excess/deductible), believing the matter is under control. Look for a cyber policy that has a zero deductible for the immediate incident response service, taking away that potential obstacle to the expedient handling of a cyber event. > MPR’s CIRI policy specifically has an ‘Immediate Incident Response Expenses’ definition, because we want the policyholder to act without hesitation, even if they feel they may be able to handle it themselves. To facilitate this, we deliberately apply a £0 deductible applicable to this service, and it won’t constitute a notification to MPR unless the severity means that it progresses to the crisis management stage. --- ## DIC Clauses – Let’s have a look at what you could have won! URL: https://www.mprunderwriting.com/insights/dic-clauses-lets-have-a-look-at-what-you-could-have-won/ Date: 2026-01-17 Type: Post Those of a certain vintage will recognise that ‘Difference in Conditions’ (DIC) clauses have been around for quite some time. Equally, there is an acknowledgment that there isn’t a singular definition and that some versions require mental gymnastics of Olympic standards. Within the context of Management Liability (ML), their emergence is a relatively recent event and, whilst they are generally considered to be a good thing, there is by no means a standardised approach, or outcome. Broadly, and within the ML framework, DIC clauses apply to a successor policy and potentially allow a claim to be handled under the policy that was replaced. They often purport to cover certain claims that the new wording may not if such claims would, or might, have been covered under the superseded policy. Whilst it sounds straightforward, allowing such a ‘look back’ provision can never be a perfect science, and it might be very difficult to assess and predict the full impact of DIC provisions for a variety of reasons, including: - a ‘pick and mix’ solution is never easy: policy definitions and provisions intertwine, and the full understanding of a provision often depends on other provisions which work with it. Picking up particular bits and slotting them straight into another policy without any attendant qualifications and limitations in order to achieve an unambiguous result will constitute a real challenge. There is a risk that accompanying limitations and qualifications clash with, or have an adverse effect on, provisions of the following policy; - D&O claims are rarely simple and obedient creatures. ‘Allocation’ is a complex process which manages the costs between covered and uncovered matters and covered and uncovered parties, and this process can only develop over time, often months and years. Outcome assessments are rarely clear and can be impossibly difficult to make in the short term; - separating the cover from the process may not always be easy. Claims may be declined because of non-compliance with a statement of fact, or e-trade transaction criteria, making backward analysis difficult. Complications may also arise around conflicting claims handling conditions and their impact on policy provisions. These can vary considerably across contracts and can be punishingly severe in some; - logistics, perspective and intent: in the event of a cover dispute with the current insurers, it is unlikely that the superseded market will be minded to provide a view on what the position would be if the organisation that is insured was still with that market. Even absent a DIC clause, there has never been any obvious obstacle to moving to a stronger policy solution, but there was often tension around doing so, borne partially of legacy beliefs on continuity and tighter contract language. Paradoxically perhaps, DIC clauses have emerged as the case for their existence has weakened, with the expansion of cover and more generous language making a move of insurer a lot easier than it used to be. As with most aspects of financial lines, careful analysis is required. Examination of the market evidences that most markets do not embrace them as a standard approach and that their benefit may be more specious than real. Where they do exist, they can never be a precision instrument. For the underwriter, the balance is a difficult one to achieve. Mechanically, they will always be a challenge, but tactically too. To provide unqualified DIC might mean endorsing a prior carriers ambiguous contract architecture and it’s always difficult to get inside the mind of a competitor. However, they can give some comfort in the absence of a forensic analysis of a 30 plus page policy wording. The reality might be that more comfort can be found in a well-constructed contract from experienced underwriters, free from challenging claims management language. So, possibly less “let’s have a look at what you could have won!”, and more a case of “super, smashing, great”. --- ## Entity Cover for a Nonentity. Confused? Join the Club URL: https://www.mprunderwriting.com/insights/entity-cover-for-a-nonentity-confused-join-the-club/ Date: 2026-01-17 Type: Post Anyone who has ever been involved with junior sport will know the challenges associated with keeping all those involved happy. Whilst awkward conversations about team selection and game time are to be expected, getting sued for not playing a squad member most probably isn’t. Yet this is what happened to Winnersh Rangers FC, who were recently taken to court after a parent claimed the decision to substitute his 10-year-old son amounted to emotional abuse and racism. Beyond the fact that this actually really happened, it does also raise the rather curious matter of the mechanics of proceeding against something which technically doesn’t exist, given the legal position of a club as an unincorporated association. Although an incorporated organisation is something of an artificial construct (‘No soul to damn, no body to kick’ according to Edward Thurlow, the 18th century Lord Chancellor), a corporation does have a separate legal personality, which includes the right to sue and be sued. A critical feature of unincorporated associations, clubs and societies is that they are not recognised as having that same legal status. The law in this area has been underdeveloped for many years, particularly when compared to partnerships and charities, and rests largely on common law. For associations wishing to enter into contracts (including insurance), own property, engage employees and so on, this lack of legal personality has caused a variety of problems over many years, only some of which have been pragmatically or creatively resolved and, for many observers, the law fails to reflect factual reality. So where does this leave us on entity cover, a common component of management risks policies? As a general rule, a member’s liability is limited to the amount of their subscription because, when he or she joins a club, they do not intend to incur any liability beyond that. Nonetheless, the technical position is that liability under a contract entered into on behalf of an association is likely to be a personal liability of some or all of the members of the association who have expressly or impliedly authorised the contract. And if a member or officer is found liable for a debt, that liability is usually unlimited. Practically speaking, actions tend to be aimed at the chairman and secretary or management committee in the first instance, as representatives of the association. However, and to the relief of many, it is common for legislation of a regulatory nature to provide expressly for application to unincorporated associations. The Equality Act, a rich source of claims for discrimination, membership disputes and employment claims, defines a "body" as including an unincorporated association with more than 25 members. Equally, the Corporate Manslaughter Act makes provision for the offence of corporate manslaughter to certain unincorporated associations. In most cases, the statutory provisions go no further than is necessary to apply the legislation to unincorporated associations and the lack of legal personality is not addressed. Perhaps the strongest hint can be found in R v RL & JF, where oil leaked from the heating system of a golf club, polluting a water course. The Environment Agency initiated a prosecution against the club chairman and treasurer. The trial judge held that the golf club could have been prosecuted as an unincorporated association and that, at least in the absence of some personal culpability, the two individual defendants could not be so prosecuted. The Crown appealed, and the Court of Appeal affirmed that by virtue of the definition of a "person" in the Interpretation Act 1978, it was both permissible and appropriate to prosecute the club. Hughes LJ said: ‘There are probably almost as many different types of unincorporated association as there are forms of human activity. This particular one was a club with 900 odd members, substantial land, buildings and other assets, and it had no doubt stood as an entity in every sense except the legal for many years. But the legal description ‘unincorporated association’ applies equally to any collection of individuals linked by agreement into a group. Some may be sold and permanent; others may be fleeting, and/or without assets. A village football team, with no constitution and a casual fluctuating membership, meeting on a Saturday morning on a rented pitch, is an unincorporated association, but so are a number of learned societies with large fixed assets and detailed constitutional structures…’. And there, in a nutshell, you have it, or not, as the case may be. Unincorporated associations vary too widely to be prescriptive and cases may be brought on particular facts against either the association in its own name, or against individual members. In some jurisdictions there have been statutory interventions where clubs and associations have ceased to be treated as legal non-entities, but the United Kingdom has been left behind in this respect. Notwithstanding this, the patchy case law suggests a sensible solution is to look for entity cover to run alongside that for the trustees and managers. The landscape of the last 20 years includes actions against bridge clubs, brass bands and cricket clubs and there is no substitute for a strong contract. Or, as Winnersh Rovers FC might well reflect, maybe no substitutes at all… --- ## Insured Capacity – does it come with guarantees? URL: https://www.mprunderwriting.com/insights/insured-capacity-does-it-come-with-guarantees/ Date: 2026-01-17 Type: Post ‘Insured capacity’ is a frequently visited subject and continues to be a central aspect in many discussions around the scope of D&O policies. Often conjoined with this is the area of personal guarantees. Given the potential complexity of D&O cover, it’s never wise to be prescriptive, but there are a few common observations that can be made. In general terms, for cover to be triggered under a D&O policy, any supposed loss must arise from wrongful acts that were allegedly committed by an insured person whilst discharging those duties for which they have been retained, appointed or employed by an organisation (their ‘insured capacity’). Potential complications arise when directors (or partners/members) may also be shareholders or owners of the organisation, or certain activities may be considered to be outside of the scope of that insured capacity. Straightforwardly, activity as a shareholder, as opposed to a director, shouldn’t expect to be picked up under what is clearly defined as a policy for management (as a shareholder, a person is an owner/investor in an organisation, not one of its managers). On a parallel level, disputes over partnership/LLP agreements wouldn’t be funded by a D&O policy (or derivatives of D&O forms calibrated to those types of organisation). However, where more surgical analysis might be required is where disputes involve multiple allegations. Supposed losses may be incurred by the same individual but arise from his/her capacity as a shareholder (i.e. in a personal capacity) or as a director (i.e. in an insured capacity). In these circumstances, insurers and insureds must rely on the D&O policy's allocation provisions in order to agree what is and is not covered. This point on insured capacity is a vital ingredient in understanding the position on personal guarantees. A typical requirement of these is that the directors' guarantee jointly and severally the performance of the company's financial obligations under such an agreement. Critically, however, an organisation is liable for its debts, the directors are not. Therefore, by agreeing to assume an obligation to guarantee performance of a company's debts, the directors are consenting to something they are not required to agree to as directors. And whilst they might only have provided these guarantees because they were the directors of the company, that potential liability under a guarantee that secures the indebtedness of the organisation, is not taken on in an "insured capacity", but in their personal capacity. And, if you think about it, if the execution of the guarantee was in an official capacity, this results in the organisation guaranteeing its own indebtedness, negating the very purpose of the exercise (effectively, directors are being asked to perform, under the terms of a contract, the obligations of the company where the company is unable to do so). Complications can also arise because of the requirement for a ‘wrongful act’ policy trigger. So, putting aside the issue of whether they were acting in an insured capacity, and notwithstanding whether the guarantees were, or were not, personal in nature, there is often nothing specifically alleged that would pull such a trigger. The central premise of D&O insurance is to protect individual directors and officers, but that cannot extend to everything those individuals might do. Although the lines of demarcation between actions undertaken in an official capacity and actions undertaken in a personal capacity may not always be bright, it is necessary to separate the motivation from the action. Signing a guarantee obligates the individual, not the organisation, and this is a separate, personal undertaking, often evidenced by the fact that guarantees are frequently secured against personal assets. For that reason, repayment of such a personal contractual obligation does not generally present as a loss under a D&O insurance policy. It might also explain, and have contributed to, the emergence of specific personal guarantee insurance. --- ## Avoiding the Sucker Punch: Buying and Selling Cyber Insurance URL: https://www.mprunderwriting.com/insights/avoiding-the-sucker-punch-buying-and-selling-cyber-insurance/ Date: 2026-01-17 Type: Post Despite a continuing increase in cyber breach events, a changing regulatory landscape (post GDPR) and a further increase in use of (and reliance on) technology, cyber insurance is still often regarded as a difficult product to sell. Despite a continuing increase in cyber breach events, a changing regulatory landscape (post GDPR) and a further increase in use of (and reliance on) technology, cyber insurance is still often regarded as a difficult product to sell. Notwithstanding this, there is certainly an increase in policy uptake and the market continues to grow. One of the difficulties for brokers that remains is the lack of standardisation and some wild inconsistencies, with every insurer laying claim to have the best policy language. This can leave brokers, and their clients, on the ropes, with fundamentally different approaches to underwriting, pricing and content. In the red corner are the insurers that offer a streamlined underwriting approach with limited questions. This is great for quick decisions and a simple purchase process, but possibly not so good when it comes to the detail in the policy wording or the way the incident response services (if they exist) are triggered and engaged. It is a generally accepted position that, if an insurer doesn’t do the underwriting up front then there could be ‘protections’ built into the policy. This can create problems at the cyber event stage, when exclusions bite or assumed states aren’t accurate or are non-compliant. Or, the cyber event is covered but the client needs to manage, pay and coordinate the incident response service (and associated vendors) themselves, as opposed to having it coordinated, and paid for, on their behalf. In the blue corner are the insurers that conduct more initial analysis, and who may require a proposal form and dig a little deeper to understand the risk further. This is sometimes perceived as unnecessary or difficult, but it is crucial to get to a solution without the same level of restrictions. So, if a question is raised in relation to legacy systems (i.e. servers that may no longer be supported), that’s probably because their policy doesn’t have language removing cover if the insured fails to update, upgrade or test software (or operates any unsupported/legacy systems), as some of those in the red corner may do. After all, there is no real need to ask a question on something if you’re not covering it. We recognise that it’s a difficult market to navigate and there needs to be a balance between an efficient process and adequate underwriting. However, the growth in cyber insurance has coincided with a rise in online systems and the drive for transactional efficiency. Brokers need to keep their guard up, especially when completing statement of fact responses on behalf of their clients. Much of the emphasis switches from the underwriter asking the questions, to the broker/client confirming something does/doesn’t exist or is true and warranting that to the cover. Ultimately, we’re all in the business of risk mitigation/transfer so it’s important to understand the cyber risk and how it’s addressed, and then ensure the risks are matched to a policy that is suited to their needs, all at a competitive price. Working with an insurer who understands this will mean you’re more likely to have them in your corner when you need them, otherwise you could find yourself reeling from a blow below the belt. --- ## Five overlooked features of cyber insurance URL: https://www.mprunderwriting.com/insights/five-overlooked-features-of-cyber-insurance/ Date: 2026-01-17 Type: Post With a multitude of cyber insurance products available in the UK a lot of work has been carried out on policy comparisons, but there are some product characteristics that are often overlooked or require further examination. Here are five key features and why they’re important: ### 1. Implementation of Immediate Incident Response. Speed and professionalism are key and having the right experts involved at the beginning of a cyber event is crucial. How quickly is the insured speaking to that expert and what are the steps for the all important first few hours? With sensitive information, it’s also a bonus to be speaking under legal privilege. Having a £0 deductible for this immediate response also enables quick handling (without the insured hesitating over whether they will have to pay an excess amount for initial fees). ### 2. ‘Discovery’ Language. What happens if a cyber event/issue is lying undiscovered in the insured’s system prior to first purchasing cyber cover? How does the cyber policy respond to this discovery? Be wary of policies that potentially refuse cover (or use language such as ‘ought to have known’). A policy that provides cover for when a cyber event is first discovered is a positive feature. ### 3. ‘Cyber Crime’ Cover. This is becoming more commonplace, but be wary of policies that use cyber only triggers. Fund transfer fraud or social engineering fraud can still be carried out by methods that don’t involve the insured’s systems or unauthorised access. A limited policy trigger can leave gaps in cover. ### 4. ‘Potential/suspected’ Language. With a cyber event, quite often it’s not known if information has fallen into the wrong hands or there has been an actual unauthorised access. Rather than putting the onus on the insured to prove this, look for a policy that uses ‘potential’ or ‘suspected’ language in relation to the coverage trigger. ### 5. ‘Pay on Behalf of' Language. Many cyber insurance policies provide good 1st party coverage or incident response costs, but on a reimbursement basis, meaning the insured must incur the costs and then claim the money back. ‘Pay on behalf of’ language ensures a smooth process that doesn’t financially inconvenience the insured. > Most cyber policies should reimburse an organisation for costs and liabilities incurred in dealing with the fallout of a cyber event. But a good insurance product should do much more than that. It is not just about checking what’s covered by a policy, it’s about understanding how implementation occurs. --- ## The Insurance Act 2015: Was the jump as long as the run up? URL: https://www.mprunderwriting.com/insights/the-insurance-act-2015-was-the-jump-as-long-as-the-run-up/ Date: 2026-01-17 Type: Post The Insurance Act 2015 (“the Act”) was hailed by some as “the most profound shift in UK commercial insurance law ever”. Despite the long run up (8 years under review by the Law Commission/Scottish Law Commission) it’s unclear how long the jump has been, and misconceptions still seem to exist that the Act has somehow abolished policy avoidance in favour of more insured-friendly remedies. Whilst it is true that the Act (as a whole) attempts to redress certain imbalances in the law between insurers and insureds, avoidance still remains a remedy for insurers that can be deployed in appropriate circumstances. Under the old law, avoidance was an all or nothing, bilateral remedy. If, prior to policy inception, the applicant materially misrepresented any fact or circumstance, or failed to disclose any material fact or circumstance, and the underwriter was able to prove that the allegedly material misrepresentation or non-disclosure induced him/her into entering into the contract of insurance, the insurers may have been able to avoid the policy because the insured would have been said to have breached the "duty of utmost good faith". Avoidance would erase the policy from existence and put the parties back into the same position they would have been had the contract not been formed (i.e. the insurers would not have to pay any claims, but would have to return the premium). The new law amalgamates avoidance into a suite of remedies available to insurers if the insured breaches its "duty of fair presentation" (changed from the aforementioned duty of utmost good faith as formerly prescribed by s.17 of the Marine Insurance Act 1906). These remedies can be found in [Schedule 1 of the Act](https://www.legislation.gov.uk/ukpga/2015/4/schedule/1) () but, in summary, if the breach of the duty of fair presentation (i.e. prior to inception the insured has materially misrepresented any fact/circumstance and/or failed to disclose any material fact/circumstance): 1. was "deliberate" or "reckless", insurers may avoid the policy, refuse to pay all claims and **keep** the premiums paid; or 2. was not "deliberate" or "reckless", insurers may: 1. avoid the policy, refuse to pay all claims but must return the premiums paid if the underwriter can prove that s/he would not have written the risk at all; 2. retrospectively amend the terms of the policy if the underwriter can prove that s/he would written the risk on different terms (e.g. an exclusion of specific matters); or 3. proportionately reduce the value of any claim if the underwriter can prove that s/he would have charged a higher premium (the percentage increase in the premium will correspond with the percentage discount applied to the claim). There is currently no case law on what is or is not a "deliberate" or "reckless" breach, but it is presently considered that: (i) a breach will be "deliberate" if the insured knows that s/he is in breach (e.g. fraudulent misrepresentations/non-disclosures); and (ii) a breach will be "reckless" if the insured does not care that s/he is in breach (e.g. grossly negligent misrepresentations/non-disclosures). So, the Act has not killed off policy avoidance, it's just now part of a wider suite of remedies. Less black and white, more shades of grey. As far as D&O liability is concerned, there is a potential paradox here. Pre Act D&O covers (the better drafted contracts) may actually may have contained more insured-friendly language prior to the clamour to have the Act provisions hard wired into policies. Some of the residual protections remain, such as severability, but those that contained non-avoidance clauses which would only allow insurers the ability to void policies in the instance of fraud may find themselves in a theoretically better position post Act implementation than prior to it. The good news is that these kinds of disputes have always been infrequent (compared to, say, late notification disputes). The actuality is that it will take time for case law to bleed into the narrative on the Act to assess how long the leap was. In the meantime, we stand by the sand pit, tape measure in hand… --- ## Whatever Happened to the Major Shareholder Exclusion? URL: https://www.mprunderwriting.com/insights/whatever-happened-tothe-major-shareholder-exclusion/ Date: 2026-01-17 Type: Post At the Championship play off final in 2010, Blackpool FC sold 37,000 tickets for their game against Cardiff. Seven years later, in the League Two final against Exeter, only around 5,000 tickets were sold. Whilst the prize at stake was less glamourous, the differing attendance numbers was more significantly due to an off the field protest against the ownership and management of the club. Away from the pitch, a parallel protest was taking place in the High Court. This took the form of an Unfair Prejudice Petition (under Section 996 of The Companies Act 2006), a well established remedy available to minority shareholders ([in this case Valeri Belokon, and one which resulted in an eye watering £31.27m award of damages in November 2017](https://www.theguardian.com/football/2017/nov/06/oystons-blackpool-ordered-pay-shareholder-high-court-valeri-belokon)). Remedies for major shareholders have, however, always been more difficult to execute. Notwithstanding this, the application of the major shareholder exclusion (“MSE”) was once as ubiquitous as Blackpool’s Brad Potts was versus Exeter. Once a staple of any self-respecting underwriter’s approach, and often actually embedded in market forms, the MSE has now all but disappeared. However, the logic behind the MSE was sound enough: *‘In a company where the majority of shares might be held by members of one family, family trusts or significant other shareholder, the underwriter may wish to exclude or restrict claims in order to avoid being drawn into family or other mutually destructive disputes. These people may have an influence on the company which, in the underwriters view, is undesirable.’* Despite underwriter concerns, this logic never actually translated into any meaningful claim activity, partly because the law on remedies for major shareholders had always been rigid, old fashioned and unclear. There were other obstacles too, chief amongst which was the ‘reflective loss’ principle: *“What cannot do is to recover damages merely because the company in which he is interested has suffered damage. He cannot recover a sum equal to the diminution in the market value of his shares, or equal to the likely diminution in dividend, because such a “loss” is merely a **reflection** of the loss suffered by the company. The shareholder does not suffer any personal loss. His only “loss” is through the company, in the diminution in the value of the net assets of the company, in which he has (say) a 3 per cent shareholding.”* **\]** In certain situations, the courts would allow members to bring common law actions on a company’s behalf (known as a ‘derivative action,’ as the action **derived** from a right belonging to the company). These were rare and, in the context of the MSE, the proper claimant would always be the company itself, so the MSE would not have triggered (the company did not hold shares in itself). As a response to the criticism of the complexity of derivative actions, a new statutory procedure was introduced by the Companies Act 2006, which abolished the common law derivative action, removed many of the limitations, and created a new statutory derivative claim. However, formidable obstacles still exist, with successful claims few and far between and again, the MSE would still have been ineffective. Other remedies do exist, including misrepresentation/deceit by a director, but the claimant would ordinarily be the company/employer to whom the duty was owed, rendering the MSE impotent once again. So, the D&O market gradually let go of the MSE and today it is something of a rare bird. Exclusions of claims from specific people or organisations are more common and can have a more surgical, and practical, effect and it is certainly the case that there have been significant claims by a company against its directors. Whatever the merits of that argument are, the contemplation and application of the MSE did not reflect the actuality. And whilst Exeter look set for a return to the play offs in 2018, the MSE seems unlikely to be making a comeback any time soon. --- ## Litigation Funding and D&O Liability URL: https://www.mprunderwriting.com/insights/litigation-funding-and-do-liability/ Date: 2026-01-17 Type: Post Litigation funding is nothing new and has been a feature of claims against directors for some time (see ‘What can go wrong’ on our D&O product page). ## Litigation funding is nothing new and has been a feature of claims against directors for some time ([see ‘What can go wrong’ on our D&O product page](https://www.mprunderwriting.com/products/directors-officers-insurance-for-private-companies/#what-can-go-wrong)). Notwithstanding this, the profile of litigation funding has been raised recently with the case of RBS, and there is further evidence that it is emerging as a greater threat in the event of alleged wrongdoing, whatever the nature or scale of the organisation in question. Litigation funding in England and Wales can be broadly categorised into five different forms: 1. traditional hourly rates charged in arrears; 2. fixed or capped fees; 3. conditional fee agreements (“CFAs”); 4. damages based agreements (“DBAs” - basically contingency arrangements); and 5. third party funding. Historically, the English legal system has taken a conservative approach and favoured (i) and (ii). Ancient common law doctrines of champerty and maintenance sought to preclude frivolous litigation by restricting profit motives and, instead, sought to serve "justice" as between parties. However, as the twentieth century progressed, the rising cost of litigation prevented many claimants gaining "access to justice" and, at the same time, successive governments (of every political persuasion) sought to squeeze legal aid budgets. Given this landscape, the liberalisation of the legal services market accelerated from the early 1990’s. CFA’s were revolutionised under New Labour in the late 1990’s when lawyers were allowed to recover up 100% success fees (and ancillary disbursements, such as premiums for ATE insurance) from losing parties. This was the dawn of the "no win no fee" era and CFAs quickly became popular with personal injury lawyers, insolvency practitioners and even celebrities pursuing the tabloid press over their latest indiscretions. In fact, they became so popular that they started to become a problem (in the eyes of Jackson LJ and others), because they started to increase the cost of litigation by passing too much of the burden onto the losing party. The 2013 "Jackson Reforms" stripped the ability of winning parties to recover success fees and ancillary disbursements from the losing party, thus rebalancing the costs burden. An exemption was maintained for insolvency cases until April 2016, but now insolvency practitioners are in the same boat as most prospective claimants. Since the removal of the exemption, [almost half of insolvency practitioners have reportedly noticed a drop in litigation](https://www.litigationfutures.com/news/half-insolvency-practitioners-say-litigation-decreased-since-laspo-change). This could be down to a number factors, such as the continued growth in the wider economy but, more anecdotally, some insolvency practitioners have reportedly found it more difficult to find law firms willing to work on a full CFA (particularly if the creditors cannot afford a success fee/ATE premium). As a result, it is expected that insolvency practitioners will, in time, turn to third party funding if creditors and insolvency practitioners agree to a share of the spoils of any successful claim with a funder. Any impending recessionary movement may quicken this process. It's not easy to measure or define the growth in litigation funding, and meaningful statistics are hard to find, but [this report states that the global assets of the 16 top litigation funds grew](http://www.justicenotprofit.co.uk/wp-content/uploads/2015/09/Final-TPLF-Paper.pdf) from £180m in 2009 to £1.5bn in 2014 (743% growth). Moreover, with the benefits of third party funding now being visible in high profile D&O cases, such as RBS, RPC consider that it is only matter of time until third party funding is used in more D&O claims and, in particular, those involving insolvency practitioners. --- ## Five answers to cyberinsurance doubts URL: https://www.mprunderwriting.com/insights/five-answers-to-cyberinsurance-doubts/ Date: 2026-01-17 Type: Post During the many conversations around the challenges of selling cyber insurance, some common themes emerge, but these are often easily answered: ### 1. It’s too expensive. It very probably isn’t. Consider how much it might cost to have; a dedicated incident response manager (24 hours a day, 365 days a year) with forensic experts, extortion specialists, PR representation, call centre facilities/staff, legal experts, restoration services. All of this is effectively in house and available on tap. Not to mention the additional 1st party costs of potential notification, credit monitoring, further crisis response, and so on. And don’t forget the financial backstop for any 3rd party liabilities and potential regulatory action, all of which may ultimately be determined by the immediacy and professionalism of expert response in the early stages of an event. Still too expensive…? ### 2. There are too many exclusions. That depends on the policy and how it’s underwritten. Streamlined and ‘statement of fact’ insurer approaches have, naturally, been known to build protection into products (exclusions or certain IT security requirements), so look for insurers who like to understand the risk and actually do ask questions. The reason they do this might be because their policy provides stronger cover with fewer exclusions and caveats. ### 3. We don’t have many customers or personal records, so it’s not for us. Personally identifiable information (PII) and data breaches are just one area of cover, but what about extortion attempts (ransomware attacks), crisis response, interruptions to business operations, loss of corporate information, dealing with regulation or online media liability ? Cyber is not just about PII. ### 4. Our IT director is very sceptical of the benefits. It’s certainly not always the case that they are, but it’s hardly surprising if they were. Insurance is part of a strong cyber strategy, not a substitute for one. Cyber is a business risk and a board level issue. Poor handling of a cyber event can be far reaching and fatal to the business, so the IT director needs support. ### 5. We have good IT security and procedures, so we think our risk is already fully mitigated. Nothing is fully defendable. Cyber insurance is not designed to replace the mitigation already in place it works hand in hand to ensure that there is a solution should the worst happen. The mind set needs to shift from upfront defence as the main priority to a heavier emphasis on preparing for swift recovery and response. Good existing mitigation will mean you can access a quality product at competitive prices. > Drawing a parallel with building and contents. There may be locks on the doors, sprinkler systems and alarms, but you still buy the insurance policy. The same should be the case for cyber, with better deals available by demonstrating strong risk protection. --- ## Cyber events and the importance of incident response URL: https://www.mprunderwriting.com/insights/cyber-events-and-the-importance-of-incident-response/ Date: 2026-01-17 Type: Post Back in 2012 the then director of the FBI (Robert Muller) used the famous phrase “There are only two types of companies; those that have been hacked and those that will be…”. Whilst the comment raised a few eyebrows at the time, just five years later, it’s no longer surprising when a cyber event happens to, or within, an organisation. The true test is now, arguably, not whether an event can be defended, or what the immediate damage is, it is the way in which the event is responded to. So, we are no longer talking about ‘if’ and ‘when’ any more, it’s a case of ‘how’, how will an organisation deal with a situation? The first 48 hours following a cyber event are crucial. This is the period where the incident response and subsequent decisions can have the biggest impact on any organisation. Slow or poor handling can have catastrophic implications and leave a reputation in tatters. As Robert Muller would attest, cyber threats are not new and organisations can have few excuses not to identify and mitigate the risk. However, most of this focus has been on the defence as the major priority. If an attack can be prevented in the first place, then this should remove the problem. However, the threats in the cyber world evolve incredibly quickly, at a time when more and more businesses are dependent on technology to operate and function. So, there is now a recognition that there should to be a heavier importance given to a rapid response and recovery if the worst happens. Most cyber policies should reimburse an organisation for costs and liabilities incurred in dealing with the fallout of a cyber event. But a good insurance product should do much more than that. Significant importance needs to be attached to the stages of incident response and the assistance provided. Immediacy of action and having the correct experts involved in those first few hours is crucial – this phase might not end up as the largest financial part of the claim for the insurer, but it could be the costliest part to the insured if done incorrectly. It is also not just about checking what 1st party costs are covered by a policy, it’s about understanding how implementation occurs. Can one phone call from the insured give access to an incident response team dedicated to the process? Are they able to speak to a specialist lawyer within one hour of the event, under the protection of legal privilege, to help understand what has happened and what needs to be done, to assess the circumstances, deal with the immediate concerns and decide on the suitable next steps? This could require calling on experts in forensics, foreign privacy law, PR, notification and credit monitoring, crisis management, ID theft, extortion or ensuring any regulatory requirements are met (particularly relevant with the implementation of the UK Data Bill, in line with the General Data Protection Regulations coming into force in 2018). Most organisations will not have this type of resource in-house, nor know where to find it in a time of crisis. A pro-active insurer who can offer this can therefore be vital. It is also important to note that any longer-term consequences (for example, 3rd party claims, mass actions, regulator fines, business income loss and reputation damage,) are all heavily mitigated or influenced by the immediate evaluation, action and handling of the short-term crisis. It’s mutually beneficial for both insured and insurer to have this speed and expertise available – there is no catch. So, when looking at Cyber events and the risk involved, that shift in mitigation mind-set from defence to response is enormously important. As Warren Buffet said after 9/11, when he’d failed to fully mitigate the risk he’d foreseen in his business: “I violated the ‘Noah rule’: Predicting rain doesn’t count; building arks does”. --- ## Fraudsters show no charity URL: https://www.mprunderwriting.com/insights/fraudsters-show-no-charity/ Date: 2026-01-17 Type: Post If anyone needed any evidence about the absence of a moral compass within the fraudsters universe, look no further than the case of Bury Hospice. In July, the hospice, which provides care for terminally ill people, had £235,000 taken from its accounts. This followed a call from someone pretending to be their bank in what has become an all too familiar tale. The emergence of ‘Social Engineering’ has shattered many organisations. In this case, the hospice was duped into believing they were taking part in an on-line virus check. Other tactics, in what are commonly known as ‘bank imposter’ claims, identify the key staff and contact them with one of two common ‘problems’: 1. There has been suspicious activity on the account and the account holder needs to transfer the money into a ‘safe’ account as a matter of urgency; or 2. The bank needs to confirm and clear suspicious payments, which involves the account holder using their card reader to confirm details back to the ‘bank’. It’s probably too much to expect fraudsters to show some kind of compassion or discrimination towards their targets but, depressingly, this is not so. A childrens’ football club in Reading lost 20 years of savings earlier this year. Emails purporting to come from the chairman were sent to the unpaid, 82-year-old treasurer, requesting payments for building work, which had taken place. A dog shelter in Shropshire was taken for £20,000, and Chester Zoo for an eye watering £1.26m. In the case of the latter, employees were duped into making a payment to Laing O’Rourke, who were constructing a £17m safari experience. Because banks only require sort codes and account numbers, there is no flag if the names do not match. Within 90 minutes of the zoo paying, the money had been ‘starbursted’ into 28 different bank accounts. What certainly won’t help deter this kind of activity is that the perpetrators (unusually in the case of the zoo, they were identified) received suspended sentences or community orders for the offence. And as a general rule, don’t expect any charity from the banks, because the law is crystal clear on matters such as this. The challenge for third sector organisations is to make the controls as robust as they need to be within the confines of the limited budgets that those in this sector are faced with. That said, a few simple and straightforward procedures, such as call back procedures for phone transfer requests and structured procedures around bank account changes, cost little or nothing but can have a profound effect. And as painful and embarrassing as this kind of event is, media coverage may at least go some way towards raising the probability that more of these frauds are prevented. --- ## Why ‘Miscellaneous’ simply isn’t good enough… URL: https://www.mprunderwriting.com/insights/why-miscellaneoussimply-isnt-good-enough/ Date: 2026-01-17 Type: Post The UK PI market has evolved significantly over the years with plenty of emphasis on the traditional professions such as Accountants, Architects, Surveyors and Solicitors. These professions tend to take the headlines, making up the bulk of PI premiums and often having the broadest policy cover with their governing bodies ensuring their members benefit from the widest language. This has led to a commoditisation of policy cover and many ‘approved’ insurers all looking to write the traditional business from a similar perspective on the same basis, with pricing and service the only real differentiators. However, professional service firms have become wide and varied. Everything from Archaeologists to Zoologists have potential PI exposure and, coupled with an aggressive litigation landscape, are looking for quality insurers that understand their business and can provide solid and flexible insurance cover. It is therefore staggering that much of the insurance world still take the approach of calling this group ‘Miscellaneous’. On one hand, you can’t blame the industry - it’s a broad area, with a huge variety of industry sectors, and professional service firms. Some might say that the word Miscellaneous is appropriate: > mis∙cel∙la∙ne∙ous – (adj): A haphazard assortment of different kinds. But, on the other hand, that’s created a problem, it becomes a dumping ground with no real focus. Generating an environment which lacks the expertise, knowledge and sophistication required to truly understand the risk and exposures. For many in the in the PI insurance industry it’s been easier to lump the non-traditional professions in the same bracket and use a basic catch-all wording to cover multiple professions, relying on a variety of exclusions to ensure minimal underwriting questions need to be asked. This has now been accompanied with a reliance on automation and using big data to make the process as quick as possible. This approach has found some success in other parts of the insurance industry, but that doesn’t mean it will be right for all products. Over-automation is causing large parts of the insurance industry to be deskilled. And, for more complex risks, inflexible, automated cover can be dangerous. So, don’t be put off by an underwriter that takes an interest in the business it is insuring and might ask an additional question or two. It’s not showing a lack of expertise, quite the opposite - it shows a desire to truly know what is needed to provide flexible and solid cover that is appropriate to the risk. As Albert Einstein once said: *“Information is not knowledge. The only source of knowledge is experience”* Wouldn’t you rather deal with an insurer that gained their knowledge through years of experience, including asking the right questions? --- ## Professional service firms – what PI underwriters care about URL: https://www.mprunderwriting.com/insights/professional-service-firms-what-pi-underwriters-care-about/ Date: 2026-01-17 Type: Post When considering insuring professional service firms’, the focus tends to be on the business activities, fee income and claims experience. And it’s fair to say that these do tend to be the main influences on premium, alongside a question set to identify any red flags. This should allow the underwriter to classify and discriminate accordingly. However, in some cases, and particularly where underwriting is automated, this can deliver a one-dimensional view of the risk. Whilst automation and the efficiencies that technology can deliver have a part to play in all businesses, good, old fashioned subjectivity and judgemental flexibility also have a key part to play in the underwriting process. We know that well established organisations with experienced management are likely to execute a strong and stable business model and have long-term client relationships. They value their reputation and put a strong emphasis on customer satisfaction and the quality of services they provide. We also know that financially stable risks are less likely to alter their business model, engage in mergers, acquisitions or have fluctuating staff numbers. Conversely, those in financial distress may look to try new activities or stretch their resources, potentially affecting the nature and quality of the professional services they provide. An organisation experiencing either rapid growth or downsizing often struggles to adjust to the resulting workflow changes. Employees can become distracted by internal issues, and may be more likely to make an error. Most PI policies also cover dishonesty of employees, so it’s important to know what staff controls are in place and whether references are obtained when hiring, particularly in phases of rapid expansion. > Underwriters will often want to understand what type of contracts are used by a firm providing professional services. Dig a little deeper and there are further indicators of risk within an organisation. Underwriters will often want to understand what type of contracts are used by a firm providing professional services. Contracts between a service provider and their client are a powerful risk management tool. They often outline the services to be provided, and thus reduce the chance of a misunderstanding in the first place, but define clearly what happens if there is a dispute. Ideal contracts should be standardised, legally reviewed and contain: - a specific description of the services being provided; - hold harmless agreements in favour of the service provider; - a dispute review process; - limitations of liability; and - consequential loss exclusions. Underwriters will also take a look at the level of competition within a professional service firms industry sector. Stiffer competition could leave a service provider facing a reduction in revenues or thinner margins, and this may impact on cost savings and have attendant conflicts. If there is a professional body, there may also be more exposure to mass actions or investigation costs. Sub-contractors are also an area that merits attention. It is not unusual for a service provider to subcontract a portion of their service, particularly if the firm lacks expertise in-house. One of the more unusual examples of this was where a project manager engaged the services of a specialist ‘Newt-Fencer’ to build a protective area around an endangered UK species during a construction project. This sub-contracted work, provided it is delivered on behalf of the insured, should be covered by a PI policy, so it needs to be understood. Ideally the overall percentage of this work ought to be low but underwriters may ask what specific services are undertaken by the subcontractor, how often their work is reviewed and what level of control and supervision is in place. A check may also be made on the requirement for the subcontractors to maintain separate PI insurance and, preferably, require them to hold the firm harmless in the event the subcontractor’s actions give rise to a PI claim. These measures preserve the firm’s PI insurance for their own negligence and facilitate an easier path of subrogation. Underwriters will also look beyond the regular application information and research the firm online through company websites and social media. So, whilst a computer might not ask many questions, it may not get to the science of the underwriting process. And if you think the underwriter is just being nosy, that’s because they probably are, because the consequences of this might mean a far less painful outcome for all concerned. --- ## Cyber Crime cover URL: https://www.mprunderwriting.com/insights/cyber-crime-cover/ Date: 2026-01-17 Type: Post Cyber Crime cover from MPR Underwriting --- ## Architects – Beyond Design Exposures URL: https://www.mprunderwriting.com/insights/architects-beyond-design-exposures/ Date: 2026-01-17 Type: Post One very noticeable trend in recent years is that many architects PI claims don't come from typical design errors that you might expect, but from inspection duties or project management, either during the project or post completion. Even where they don’t manage a project, architects can get brought into disputes because they go beyond their scope of duties by conducting additional inspection duties that weren't originally required of them. There are many reasons for this, but it's fair to say that as the main 'professional' on the project, they are the ones that want to ensure things proceed smoothly and step in to resolve potential issues that crop up. They may also want to act as a mediator between the disgruntled customer and 'less professional' builder. And from the perspective of professional curiosity, they may have a desire to see how their vision is taking shape and undertake site visits. Where an architect does take on inspection duties or additional project management it’s important to understand the experience they have and that they adhere to good inspection guidance, which could include the following: - ensuring that no certification/compliance to regulations (building, fire, planning permission) has been confirmed without a thorough visual inspection of the property/works; - ensuring they don't rely on confirmations/declarations by builders/developers; - tailored inspections to the work carried out on site; - unannounced inspections (i.e. builders can't cover up any problems); - inspecting the project early enough to ascertain the contractor’s competence (i.e. are they up to the task? If not, get them replaced early); and - ensuring they state that the inspections are not guaranteed to pick up defects. As well as these inspection issues we have also seen, in 2015, new CDM (Construction, Design and Management) regulations come into force, bringing in more meaningful responsibility and focussing on safety. One key change was to introduce a role of 'Principal Designer' and a ’Principal Contractor’ (replacing the CDM Co-ordinator role). In short, projects with more than one contractor (domestic or non-domestic) require the client to appoint a 'Principal Designer'. That 'Principal Designer' could be 'anyone who prepares or modifies a design for a construction project or arranges for, or instructs, someone else to do so' – a fairly wide remit. They must have control over the "pre-construction phase" (likely up until a design is completed, or until final modifications have been made) and their role includes: - co-ordinating the work of others to ensure Health & Safety is managed (in pre-construction phase) and identify foreseeable risks to Health & Safety; - control duties - bringing together designers to ensure everyone carries out their duties and regularly chairing design meetings; and - liaising with the ‘Principal Contractor’ (appointed by the client to control the construction phase of any project), keeping them informed of any risks that need to be controlled. The most likely candidate for a ‘Principle Designer’ role is the architect. The concern then becomes whether that architect has the correct skills to accept and fulfil the role. The alternative is to appoint an official CDM 'Principal Designer' into the project, but that would add cost to the overall contract and might not be necessary. If an architect takes on this role (which does need to be agreed in writing), then it further raises exposure for their PI underwriters. On larger commercial projects, it would be taken more seriously and there would be detailed discussions about who takes on the Principal Designer, with a greater chance of a specific alternative appointment. But on smaller domestic/residential projects, the architect may take on that responsibility without being fully aware of who else is involved. Potential uncertainty exists around how the regulations will be interpreted and the courts will need to establish if the Principal Designer has done anything wrong when there is, for example, a Health & Safety incident. The additional inspection issues are certainly creating architects claims, but it’s early days in terms of identifying any trends from the Principal Designer exposure. For example, how often would an architect take on this role and would they refuse the role of CDM 'Principal Designer' where the project is outside of their usual skill and experience? From a risk management perspective, the dial has moved for architects. Underwriters still care about what they design but, in line with practically every trade and profession in the country, changes to regulations continues to modify their exposure. --- ## Defamation exposure and increased social media use URL: https://www.mprunderwriting.com/insights/defamation-exposure-and-increased-social-media-use/ Date: 2026-01-17 Type: Post A component part of many PI policies is that they provide cover for forms of defamation (most commonly libel and slander) in the course of their business activities. With the scope of activities of many organisations becoming wider, and with those business activities more open to interpretation, it’s an area that can raise the level of concern for underwriters. For example, if a business posts a blog on their website describing a great new service they are introducing, but defames a competitor at the same time, would that be construed as ‘arising from the conduct of their business activity’? The likelihood is that it would and, coupled with a generous definition of ‘Third Party’ (anyone other than the insured organisation themselves, so not just someone they provide those professional services to), it could find its way to being a claim covered under a PI policy. > Social media now plays a highly prominent role in business communications, with many organisations operating simultaneously across a number of media platforms. The good news is that defamation cases have reduced significantly since the introduction of the Defamation Act 2013 (which applies to causes of action occurring after its commencement on 1 January 2014). Key features of that act include: - the burden of proof has moved from the defendant (previously, the person allegedly being defamed simply had to say the comment was made by the defendant and was defamatory) to the claimant. The claimant must now prove that they have suffered serious harm, before suing for defamation; - many previous cases were settled by jury, with high levels of unpredictability around punitive damages awards, uncomfortable territory for PI insurers. Remedies are now more likely to be arbitration-led with more predictable and consistent outcomes. One of the main benefits of The Defamation Act is that it has encouraged a better balance between freedom of expression and protecting reputation, something you might think would put the minds of insurers at ease. This is true to an extent, but an emerging dynamic has been the explosive growth of social media. Social media now plays a highly prominent role in business communications, with many organisations operating simultaneously across a number of media platforms (Twitter, Facebook, YouTube, Instagram, etc…). This can also be considered part of their business activities, as it’s often a way of promoting their services, but social media raises the risk of making defamatory statements, and brings a much wider audience into play. Moreover, it doesn’t have the same level of editorial or legal input that traditional media would, so posted content often doesn’t pass through the standard or process of quality control. Some argue that a social media post can quickly be changed or deleted. But deleting the post does not prevent a claim because it may have been carried into a different media stream (picked up by a traditional media outlet for example). The length of time the post was visible for will affect the amount of damages payable, not whether a claim can be made. Beyond defamation, PI policies also cover breach of privacy, confidentiality and data protection – all of which have increased exposure due to social media use. That said, the statistics on defamation appear to be trending in the right direction from the perspective of PI insurers. However, despite the number of UK cases reportedly falling by almost a third in 2016, social media cases are on the rise. The internet has given an opportunity for everybody to be a publisher, and the freedom of expression opportunities offered by social media appear to be without limit. So, whilst The 2013 act certainly offers better protection from defamation, careful consideration needs to be given to bringing a social media usage policy into the compliance and quality control procedures of every organisation. --- ## ‘Verbal’ – one word, all the difference URL: https://www.mprunderwriting.com/insights/verbal-one-word-all-the-difference/ Date: 2026-01-17 Type: Post Any parent will tell you that you should only say something that you can follow up on. So, “Turn off that iPad or you’ll never see another screen for the rest of your life” really doesn’t work. It’s a threat, fuelled by frustration, that won’t be followed through. Parents know this and children work it out quickly too. The same pattern sometimes appears in business. When things go wrong, frustrated parties can act irrationally and may say things that won’t necessarily be followed up on. Imagine this phone call (between ‘Firm A’ and ‘Client B’) after something on a project has gone slightly wrong: *Firm A – “yes, I agree that there seems to have been a bit of a mix up here, but give us a few hours and we’ll get it sorted for you”* *Client B - “This is unacceptable, and come to think of it, the work you’ve done for us has been poor all the way through and I’m going to be making a claim for your professional negligence for my financial loss of £150,000… click… dial tone…”* It’s not difficult to imagine how common this scenario might be – we all have customers with different communication styles. In this example, Firm A recognises there may have been a misunderstanding, but feels confident knowing they can remedy any issues and fulfil their professional duties by delivering a good service to Client B. They’re also confident that Client B was just blowing off some steam as they’d been under pressure so they decide to give them a few days to cool down and then follow up. They look at their PI policy to make sure they don’t have to notify insurers and check the definition of ‘Claim’: > Claim means a written, **or verbal**, demand for compensation or damages due to a wrongful act. The word ‘verbal’ is key here – Client B has made a verbal demand for compensation. So, now Firm A is in a potentially tricky situation. Under the terms of the policy, they must notify the insurers (the notification language states ‘as soon as practicable’) but they’re sure it was a heat of the moment threat that wouldn’t be followed up. Over the next couple of days, Firm A tried to get back in touch with Client B, but with no luck. Rather than run the risk of late notification (and having any potential claim declined), they decided to notify the insurer of the situation. The insurer marks up a claims file and advises Firm A to keep them informed. A week later, having implemented the process to solve the mix-up, they finally got in touch with Client B. *Firm A – “Hi, we’ve been trying to get in touch – we fixed that issue for you so hope things have been resolved at your end?”* *Client B – “Yes, thanks – that did the trick actually. Sorry about the outburst the other day, we’ve been under a lot of pressure on this job and I let my frustrations get the better of me. You’ve done a good job and we won’t actually be making a claim” …* Firm A is relieved and updates the insurer. The insurer notes the file and diaries it to close in 3 months if nothing more is heard. However, this potentially leaves a blemish on the claims record and could be something that Firm A would have to declare on future PI applications. So, it’s worth checking what the policy states in relation to the claims definitions. One word, whilst seemingly insignificant, can make a big difference. Without it, Firm A would be safe in the knowledge that, until Client B made a written demand, they would not have to notify the insurer and it would not constitute a claim under their PI policy. They would resolve the issue in the usual way without the involvement of insurers and the potential blotting of their copybook. --- ## Deferred Prosecution Agreements URL: https://www.mprunderwriting.com/insights/deferred-prosecution-agreements/ Date: 2026-01-17 Type: Post Have a look at the following extracts taken from D&O marketing literature: “We have witnessed Directors and Officers claims become a standard feature of the litigation scene, which is hardly surprising given the social and legislative climate which appears daily to increase the burden on Directors and Officers.” “Directors, officers and managers of businesses are becoming increasingly aware of their corporate obligations in an environment where the legal landscape is ever-changing, more litigious and complex.” Similar language, but it’s the date that differs. The first was used in 2000, the latter is currently in use by a D&O insurer in 2017. We would guess the same language has been seen many times during the period in between. The context to this constant legislative evolution is not to suffocate organisations, but to seek to keep them honest and to protect innocent people – employees, pensioners and others reliant on the future of a company, such as suppliers, manufacturers or customers. Deferred Prosecution Agreements (”DPAs”) are an example of this, but should they worry directors? They were introduced by The Crime and Courts Act 2013 into England, Wales and Northern Ireland on 24th February 2014 and are applied through section 7 of The Bribery Act (failing to prevent bribery). In a nutshell, they involve a company and the SFO agreeing to suspend charges that would otherwise be prosecuted, if the company meets a series of terms. It provides an alternative solution to organisations when concerned about potentially criminal conduct taking place. The terms would typically include: - a combination of financial sanctions (fines, disgorgement of profits, etc.); - some terms concerning enhancing compliance procedures; and - terms concerning ongoing cooperation, for example in the prosecution of individuals. The DPA effectively provides a different remedy, something between a guilty plea and a civil recovery, where prior to DPAs there was no solution in between these. The terms of each DPA are bespoke, which adds more flexibility to their execution. To date, there have been 3 DPAs: - ICBC Standard Bank (fund raising for the government of Tanzania); - Rolls Royce plc; and - AN Other Limited (still not public information). Standard Bank was exactly the kind of situation DPAs were first intended to be used for. There was a very substantial, but narrow, self-contained problem in a large and complex business. The bank did everything right when it became aware of what had happened and there was little more that a prosecution could have achieved that the DPA did not. > There was also an argument that costs and time were saved to dedicate to cases where the allegations were challenged, where those here were not. Rolls Royce plc created some controversy in that there was clearly a case to be heard. However, the court was satisfied that, notwithstanding the gravity of what had happened, and on the right terms, it could be in the interests of justice to resolve the conduct by way of a DPA rather than a trial. There was also an argument that costs and time were saved to dedicate to cases where the allegations were challenged, where those here were not. AN Other Limited is interesting because it is a SME (The European definition of SME: "enterprises which employ fewer than 250 persons and which have an annual turnover not exceeding 50 million euro, and/or an annual balance sheet total not exceeding 43 million euro."). It had cross border issues and acted to correct them. In this case an agreement was reached that provided for terms the company could just about cope with and stay alive, and which the court considered to be in the interests of justice. Absent the DPA, it is likely the result would have been curtains for AN Other Limited. Despite the limited application of DPAs so far, they are here to stay. For those at the sharp end, the language of the SFO puts a heavy emphasis on coming to the table. From a D&O perspective, unless there is any regularity to the flow of DPAs, and because each one will be specific to a pattern of facts, it is difficult to predict how a policy might respond. It seems likely a DPA will meet the definition of ‘Claim’ and most policies contain a self-reporting qualification to prevent the application of exclusions. Most policies also have provisions around prevention of notification because of confidentiality agreements, and again this is accommodated or taken into account. Fines will not be covered, so no surprises there. A key aspect is that DPAs are only for use against bodies corporate, partnerships and unincorporated associations and are not for use against individuals, so they may not directly affect a D&O policy (or the D&O section of a policy). What is interesting is the potential conflict between organisations and their directors. Closure to a DPA may be sought by admitting prejudicial facts on behalf of the organisation. However, as the directors and officers are not parties to the DPA proceedings, there is no reason why separate charges could not be brought against the individual directors and officers if breaches or offences are identified through the DPA process. This conflict is exacerbated by the ‘statement of facts’, a key component of a DPA. Directors and Officers will need to carefully balance the requirements of a DPA, which may include admissions by their organisation, with their own position from any potential follow-on proceedings. As with most things in life, legislation does not stand still and DPAs reflect a disposition to adapt the solutions to match the actuality. Importantly, it sends strong messages about intent and tolerance on standards of behaviour. What we do know, and what hasn’t changed during the intervening 17 years, is that legal proceedings can be long, expensive and can create huge anxiety. It is also very probable that in another 17 years, the marketing literature for D&O will look a lot the same. --- ## Managing a cyber event URL: https://www.mprunderwriting.com/insights/managing-a-cyber-event/ Date: 2026-01-14 Type: Post Managing a typical cyber event with MPR Cyber Incident Response and Insurance --- ## Why do staff steal from employers URL: https://www.mprunderwriting.com/insights/why-do-staff-steal-from-employers/ Date: 2026-01-14 Type: Post This ‘rationalisation’ is part of a standard methodology developed by fraud investigators. It is also one aspect of the most widely accepted model for explaining why employees steal from their employers, namely the ‘fraud triangle’, a model developed by criminologist Dr. Donald Cressey in the 1970’s. Most employees who defraud are not career criminals and the majority are trusted employees who have no criminal history. According to the Association of Certified Fraud Examiners, nearly 88 percent of employee fraudsters who get caught have no prior criminal record. So why do they do it? According to Cressey, there are three factors that must be present at the same time for an ordinary person to commit fraud - pressure, opportunity and rationalisation. > In one case, a sales manager fabricated an order of over £1,000,000 which led to a bonus of £18,000 and a salary increase of £10,000. Pressure is the origin of the crime and is what drives the motivation in the first place. Common amongst some of the lower value and less sophisticated thefts by employees is addictive behaviour, such as drugs or alcohol. A common motivational feature amongst more sophisticated and sustained events is a desire to enhance standards of living, to socially climb or to fund an extravagant lifestyle. “Desire never wants what it’s got, desire never stops” to quote a lyric from a ‘James’ track. Pressure may also lead to falsification of accounts or manipulation of orders to support performance metrics. In one case, a sales manager fabricated an order of over £1,000,000 which led to a bonus of £18,000 and a salary increase of £10,000. Here, the pressure came from having to perform to budget and from a desire to increase his own personal wealth. The order went to production but client instructions never followed, leading to a huge stock write off. The second side of the triangle is opportunity. The perpetrator must see some way to abuse the position of trust to solve the financial pressure, but have a low perceived risk of getting caught. The rather sobering result of many studies is that most people can commit fraud if confronted with the right trigger and all types of people do commit fraud if the opportunity presents itself. Insiders will know the soft spots within the defences of the company, and the evidence supports the fact that it is those who have been with the organisation long enough to work out the weaknesses that are best placed to exploit them. Finally, we return to rationalisation. As most fraudsters are first-time offenders with no criminal past they do not view themselves as criminals, simply ordinary, honest people who are victims of circumstance. In most cases, the perpetrators of workplace fraud are surprisingly ordinary and they justify their acts through different forms of rationalisation. For example, ‘I was only borrowing the money’, ‘I was underpaid’ or ‘my employer isn’t honest so they deserve it’. To run the risk of a cliché, crime losses are frequently perpetrated by “the person we would have least expected”. All three factors are invariably present when a fraud occurs and if a ‘side’ of the triangle is removed, the fraud has a much lower chance of success. Interestingly, the model also tells us that concerns over status, not greed, is one of the primary motivators for occupational fraud. This has an important impact on potential deterrents, so punishments typically play little part in an effective solution - fraudsters do not anticipate getting caught, or even accept they are doing anything wrong, so the threat of sanctions they never see themselves facing carries no weight. The net effect of all of this is that it is practically impossible to remove the risk of employee fraud from any organisation. Yet there is nothing particularly sophisticated amongst many of the examples of employee theft and many are quite the reverse, often crude. Simple controls, such as segregation of duties or approved supplier lists, would have prevented many long term and financially damaging frauds. Insurance can clearly play a part, but it should sit as part of a fraud prevention programme, not a substitute for one. And whilst it’s not possible to control the thoughts and actions of the entire workplace population, sensible and straightforward measures combined with a strong insurance product will mitigate the likelihood and impact of occupational fraud. --- ## Social Engineering Fraud – a perfect storm URL: https://www.mprunderwriting.com/insights/social-engineering-fraud-a-perfect-storm/ Date: 2026-01-14 Type: Post Underwriters don’t like surprises. We like the predictable and the foreseeable. Yet, every now and then, a theme emerges that wasn’t predicted or foreseen and, in the context of crime insurance, Social Engineering Fraud (‘SEF’) is a good example of this. Around 2010, the UK and Ireland crime market made a change to the way the policies were written. In an attempt to make the product more attractive and stimulate growth, the contracts began to move from a ‘specified perils’ basis to one of ‘all risks’. Instead of specifying the circumstances under which the policy would pay, all crime was covered unless it was excluded. So far, so good. However, around 2012 insurers began to receive notifications for claim features which hadn’t been seen before, and which, collectively, came to be known as SEF claims. > The ambition of the fraudster is to gain the trust and confidence of the employee, who then acts voluntarily to perform the required task. Social engineering is defined broadly as the act of influencing a person to execute actions that are not likely to be in that person’s best interest. Information can be gathered through the internet, social media or physical records and augmented through insider collusion or through phone or email interaction or tapping. This ‘social harvesting’ allows fraudsters to convince unsuspecting employees to divulge additional, sensitive information, or to perform some other task on the fraudster’s behalf. The ambition of the fraudster is to gain the trust and confidence of the employee, who then acts voluntarily to perform the required task. This ‘human hacking’ is often much easier than hacking into a secured system. Two of the most common social engineering fraud techniques are mandate fraud and fake president fraud: - ‘Mandate Fraud’ occurs when the fraudster takes on the identity of the genuine supplier and requests, via letter or email and supported by phone calls, that the bank account details for future payments are changed. Funds are then paid to the fraudster's bank account. The fraud is usually discovered when the company sending the invoices chases for non-payment, by which time the recovery of any loss is highly unlikely. - ‘Fake President Fraud’ involves a fraudster impersonating a person of authority. This strategy often leads to the targeted employee being persuaded to transfer funds to designated accounts, often overseas, in the belief they are assisting senior management to facilitate highly sensitive and important transactions. The difficulty for insurers was that they hadn’t anticipated this exposure so hadn’t asked any questions around the controls in the proposal process. Additionally, no charge had been made for the risk, so it was essentially unfunded, and no language existed in the policies to remove the consequences of the claims notifications, despite creative attempts by some. Add to all of this the increased competition in the line of business, and the perfect storm was created. To make matters worse, banking law is very clear in this area and the recovery prospects are virtually non-existent, especially where it is the bank account holder who gave the transfer instructions. If a destination account name check was introduced (in addition to the sort code and the account number), there is no doubt this would eliminate some mandate fraud, but it would also snag over half of all electronic payments made every day because of the need to match precisely, and the system would grind to a virtual halt. This makes any change to the current system unlikely and undesirable. Moreover, by the time many of the frauds were discovered, the money had been ‘starbursted’ from the destination account, so what limited recovery opportunities might exist may quickly evaporate. Unsurprisingly, social engineers have no moral compass, so no organisation is immune, with a [recent theft of £235,000 from Bury Hospice](http://www.bbc.co.uk/news/uk-england-manchester-40733494) confirming the depressing reality of this kind of fraud. Equally unsurprisingly, insurers will now look more closely at the controls around SEF and will calibrate the cover they are prepared to grant accordingly. --- ## Recovery of assets following an employee fraud URL: https://www.mprunderwriting.com/insights/recovery-of-assets-followingan-employee-fraud/ Date: 2026-01-13 Type: Post The Association of Certified Fraud Examiners estimates that, on average, 6% of the turnover of an organisation is lost to employee fraud. Estimates vary as to how much of that is ever recovered, but the consensus is unilaterally in single figures, coincidentally often around 6%. This seems depressingly low, but the fact is that recovery following a fraud can be grindingly slow and often pointless. Employee fraud will always be a criminal offence, but the involvement of the police is not consistent. It can come down to whether or not they have actually been notified in the first place, as often the shock and embarrassment of the event is enough to suppress the desire to report. However, even where the police are involved, their resources are stretched and they may only get involved in certain cases. Some forces around the country may only deal with easy prosecutions, whilst others will deal with more complex cases, but there is no consistent answer or approach. A conviction will certainly help a recovery but, whether the police are involved or not, the victim organisation must make an assessment of the cost of pursuing a recovery based on the fact pattern in their particular scenario. There are no distinct differences between the criminal and civil route taken to recover and they run concurrently (with slight overlaps). What is clear is that, by helping the police with the investigative burden, there can be a greater chance of a conviction, which will assist the civil case. If the fraud scheme has been perpetrated over a long period of time, and 72% last between 1 year and 5 years, then the money may be out of reach. First amongst the considerations is whether any recover opportunity exists. If the perpetrator has spent the takings on drugs, gambling or other addictions, there will simply be no recovery prospects. Recovery programmes are also slow going and can take 5 years to develop fully, so anyone looking to recover faces the prospect of a potentially long, drawn out and costly process, with no guarantees of success. Additionally, if the fraud scheme has been perpetrated over a long period of time, and 72% last between 1 year and 5 years, then the money may be out of reach. Other factors, such as whether the perpetrator has children under the age of 18, can affect whether a court will approve orders against identifiable assets. What will always help in the event of discovery of a fraud is early intervention. Every day that action is not taken after discovery, it becomes potentially more difficult to recover. A freezing order will stop further abuse, and claims against the bank can help to reveal destinations accounts. In some cases, the police may simply advise that the matter is a civil one, which limits the options and increases the costs, because police involvement will help share the expense. In one case, involving the theft of over £750,000 of equipment for a project, the police investigation was dropped, no recovery was ever made and all senior employees associated with the project, including the former Operations and Commercial Directors, left to set up their own business. There is always a lot of emotion involved in employee fraud. It can often lead to redundancies or even put an organisation out of business. Insurance will never remove that emotional trauma but it can help with the financial impact. On payment of the claim, the insured organisation will typically sign a form of release and assignment. As the name suggests, this settles the claim (releasing the insurer from further payment) and assigns the right of recovery to the insurer. It is at that stage that the insurer will make that assessment of the likelihood that any of the money or property taken will be a part of that rather meagre 6%. --- ## Crime Insurance URL: https://www.mprunderwriting.com/products/crime-insurance/ Date: 2026-01-08 Type: Product MPR offers insurance for well-established crime techniques, as well as those that are newly emerging. The Crime and Cyber Crime policy has been developed using the insight gained from many years at the heart of the crime insurance market. Experience of many of the straightforward criminal methods, combined with fraud strategies that have developed more recently, have shaped the design and content of this product to address the risks facing all types of organisations. ### Why do your clients need crime insurance? - Statistics puts the cost of fraud to the UK economy at £137 billion a year – that’s more than £4,000 per second. - 64% of UK businesses surveyed by PwC in their 2022 Global Economic Crime Survey had experienced fraud in the preceding 24 months. - The average organisation loses approximately 6% of its total annual revenue to fraud and abuse committed by its own employees. - Social engineering fraud continues to be a popular method for third parties to deceive businesses into transferring funds. ### What does the policy cover? An ‘All Risks’ insuring clause, which includes cover for: - Theft of money, securities or property belonging to an insured organisation; - Theft of money, securities or property belonging to a client of an insured organisation; - Social engineering fraud; - Forgery; - Extortion; - Expenses arising from crime. ### What limits are available? Up to £5 million for any one claim. Expense costs have their own extra limit (typically up to 10% of the policy limit, or £500,000, whichever is less).Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Organisations with good checks and controls in place, such as: - call back procedures for phone transfer requests; - structured procedures around bank account changes; - robust supplier and vendor procedures; - dual controls; - HR background checks; - internal audits. - financially stable organisations. ### Is there anything an underwriter wouldn’t insure? - There are higher hazard business activities with good controls and lower hazard business activities with poor controls, so much depends on this detail. That said, some areas will, by their very nature, merit closer attention. These include; - housing associations; - international charities; - government and ex-government bodies; - universities; - bookmakers; - jewellers; - casinos and gaming companies; - auctioneers. ## Features View all Hide all### Single, all risks, insuring clause Closed Expanded Much less chance of a loss falling against an uninsured or unnamed peril or into a policy gap. ### ‘e-theft’ or ‘cyber’ loss Closed Expanded This cover has always been within scope of crime insurance and is typically not covered by policies that have been developed to deal with emerging cyber risks. This policy definitively addresses this exposure. ### No ‘direct financial loss’ requirement Closed Expanded Policies often cover ‘direct financial loss’ caused by the crime. This is a time-hallowed expression but is a more complex creature than it looks. The line between direct financial loss and indirect financial loss is often factually and legally difficult to draw with room for some uncertainty. ### Cover for the clients of an organisation Closed Expanded Many organisations have money, securities or property belonging to a client for which it is liable if it is stolen. ### A 90-day notification period Closed Expanded The policy reimburses covered crime losses that occur anywhere in the world. Overseas losses, either by source of the crime or through the destination of misappropriated funds, are a feature of many of the emerging crime themes. ### Worldwide coverage Closed Expanded When a loss occurs, an organisation may be busy with internal protocols, or restoring confidence to its customers. The policy allows them to put their business first, and has an extended period from the point of discovery to provide details of any crime. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The marketing manager of a business advisory company received irregular and unauthorised payments from suppliers whom he had introduced to the business. He made arrangements with some of these suppliers to inflate their invoices to maximise his ‘commissions’. He also used the suppliers to conduct work for other organisations (in which he had interests) and paid for the work out of his employer’s account. The cost to the company he worked for was over £250,000. Many examples of employee theft are straightforward, crude or opportunistic and this was no exception. In this case there was too much trust placed in individuals which led to a simple exploitation of a weakness in internal controls. There was also little or no diligence around appointment of suppliers and no dual controls. The fraud was uncovered after a tip off from a supplier. Whistleblowing is the most common means of detection, in over 40% of cases, with only around 35% uncovered by corporate controls. Less than 3% are discovered by law enforcement and many by chance, retirement or even the death of the perpetrator. A call was received on a direct dial line, asking for a specific individual. The caller identified himself as the assistant to the CEO, advising that the CEO wanted to speak with her urgently. An individual impersonating the CEO was then transferred and explained that he was arranging an extremely confidential and commercially sensitive acquisition. Using the genuine email address of the CEO, the employee received instructions to transfer money in varying amounts. The employee obtained the authorisation of a colleague, explaining that she was unable to identify what the money was for because of the secrecy. She then transferred over £300,000 to the specified destination account. The employee only became suspicious when she did not get a return email after the funds had been transferred. Even then, this was not raised with colleagues and was only notified to the bank. The employee then took 2 days holiday before escalating it on her return. Whilst many organisations have Social Engineering Fraud policies in place, they need to be followed. In this case, following a simple procedural rule would have prevented the loss. Moreover, these kinds of losses are time critical. The money was transferred to a bank in China, where the freezing of accounts is complex, expensive and can take up to 6 months. Dual authorisation is vital but it is equally vital for the procedures to be followed. In one case, where over €700,000 was transferred, authorisers had exchanged login and password details so they could approve transfers without having to make a request to each other. A car sales executive disguised his thefts by allocating subsequent customer receipts to the sales which he had previously made. In what was a simple fraud, he would take card payments from customers but, when he entered these onto the computer system, he would allocate the payment to another customer who he had previously stolen cash from. Stock balancing only took place once a month, allowing a six-figure sum to be misappropriated in a relatively short space of time. Delays between the stock take and the date of the debtor listing allowed for manipulation. Manual books were kept and sales staff could raise credit notes and add discounts, which allowed amounts to be written off. Cash counting was allowed by individuals and remittance was sporadic rather than daily. The matter was discovered after the employee returned from holiday. No sales had been made during that time so he was unable to collect sufficient cash on his return to hide the deficit that had built up. The employee played on his reputation of being disorganised so that the administration staff assumed discrepancies and delays were a consequence of poor record keeping. In truth, he was a drug addict and alcoholic and needed more cash than he was earning to fund his lifestyle. This also meant there was very little prospect of recovery. In another case involving vehicle retail, the Assistant Administration Manager misappropriated more than £400,000 in cash deposits over a four year period. The court sentence was £6,000 in costs and a Community Service Order. No recovery was made. --- ## Cyber Incident Response and Insurance URL: https://www.mprunderwriting.com/products/cyber-incident-response-and-insurance/ Date: 2026-01-08 Type: Product MPR offers Cyber Incident Response and Insurance to organisations to protect against 1st party costs and third-party liabilities arising from Cyber Events. This Cyber insurance policy offers integrated insurance and vendor-led solutions to protect and assist organisations following a Cyber Event. It provides immediate incident response within the crucial first few hours and coordinates the necessary services and resources at a time of need. A Cyber Event is likely to be one of the most testing times for any organisation and responding quickly, and correctly, is vital. ## Why do your clients need cyber insurance? - Cyber events have become part of modern business life and are increasing all the time, impacting organisations of all shapes and sizes. - Even companies with strong security and privacy controls are not immune to cyber risks. Many organisations have focussed on IT security and defence as a main priority, but not attached the same importance to response and recovery should the worst happen. - The first 48 hours following a cyber event are crucial. It is often the way an organisation responds, not the event itself, which has the biggest impact. Slow or poor handling can have catastrophic implications and severely damage the reputation of an organisation. - Longer term consequences (for example, 3rd party claims, regulator fines, business income loss and reputation damage) are all heavily mitigated or influenced by the immediate evaluation, action and handling of the short-term crisis. - The UK regulations changed in May 2018 with the implementation of the UK Data Bill, which complies with the EUs GDPR (General Data Protection Regulation). This brought additional regulatory requirements to organisations for notifying and dealing with cyber events. ## What does the policy cover? ### 1st Party cover: - **Immediate Incident Response** – 24/7/365 – triage and coordination; - **Crisis Management Expenses** – advice, forensics, information security services, recovery of data, PR and call centre activities; - **Privacy Notification Expenses** – advice and notification, including credit monitoring services; - **Cyber Extortion Expenses** – consultancy and payments; - **Business Interruption & System Damage** – lost net profits during a cyber event and rectification of data/systems. ### 3rd party Cover - **Cyber Liability** – Privacy and network security wrongful acts; - **Media Liability** – Infringement of IP, defamation, invasion of privacy due to online media. ### Fines and penalties - **Privacy Regulator Actions** – defence costs, consumer redress funds and fines (where insurable); - **PCI Loss** – Payment Card Industry fines due to non-compliance. ## What limits are available? Up to £5 million in the aggregate. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - A broad range of firms with good IT security, access control and established risk management principles; - A form of cyber security accreditation or external testing; - Good staff awareness and training; - Good control and contractual protection from 3rd party service providers; - UK domiciled organisations; - Target areas include firms with traditional business models or those in the professional services sector. ### Is there anything an underwriter wouldn’t insure? - Some organisations are exposed to more risk. Underwriters will therefore exercise a more cautious approach to firms with poor IT security or inadequate risk management controls; - Underwriters are also more cautious of businesses involved in large retail, utilities, payment processing, critical infrastructure, telecoms or gambling/gaming; - Businesses with large volumes of personal data or heavy US exposure will also require careful consideration. ## Features View all Hide all### Modular, flexible approach to cover Closed Expanded The insured can choose insuring clauses and limits to suit their requirements (including full limits on privacy notification & crisis management expenses). ### ‘Pay on behalf of’ language Closed Expanded Many Cyber insurance policies provide good 1st party coverage, but on a reimbursement basis, meaning the insured must incur the costs and then claim the money back. ‘Pay on behalf of’ language ensures a smooth process that doesn’t inconvenience the insured. ### Worldwide cover Closed Expanded Cyber events can happen anywhere in the world and data breaches require different notification requirements by location. If an insured has a privacy breach it must follow the privacy laws that govern where it’s data subjects live, not where the company is headquartered. Having a policy that recognises this, and legal experience to assist, is therefore vital. ### Immediate Incident Responses – zero deductible Closed Expanded This is critical when dealing with a Cyber Event – the first few hours are often the hardest to deal with and can have the greatest long-term impact. With MPR’s policy, there is immediate access to a market leading risk response service who triage the situation, coordinate with the insured and begin the immediate steps to bring in the necessary vendor services. What is more, the deductible for this immediate triage is £0. ### Immediate Incident Response – Lawyer-led and focussed on the Insured Closed Expanded Having a lawyer-led service gives legal privilege, which can be vital when dealing with sensitive information and potential regulatory matters. The service is also focussed on the insured, and not geared towards limiting the costs to the insurer. This is mutually beneficial, as having a thorough service at the start will mitigate further costs, claims or fines later in the process. Within one hour of phoning the 24/7 helpline, the insured will be speaking with a lawyer, who will initiate the streamlined response. ### Cyber Crime & ‘Social Engineering’ cover Closed Expanded The MPR policy contains an operative clause for Cyber Crime. Many organisations are concerned about their own financial loss due to Funds Transfer Fraud, Social Engineering or Telephone Fraud loss. Unlike other insurers, this is not limited to just cyber events such as Phishing or Hacking. ### ‘Potential’ versus ‘actual’ language Closed Expanded ‘Potential’ is an important word in the context of unauthorised access. For example, if a laptop is lost or misplaced, the insured does not want to be placed into a position where an actual unauthorised access needs to be proven before their cyber policy potentially responds. ### Discovery of a Cyber Event Closed Expanded ‘Another vital aspect of any Cyber policy is what constitutes ‘discovery’ and the importance of a retroactive date. MPR’s policy applies a retroactive date to the ‘wrongful act’ aspects of the policy (with the ability to backdate subject to further underwriting), but a definition of Discovery for many of the 1st party covers – i.e. the date that a senior representative of the insured learns of the Cyber Event. A Cyber Event lying undiscovered prior to the inception of the policy will still be covered if it is discovered after commencement. ### Insider and outsider threats Closed Expanded MPR’s policy is not restricted to 3rd party threats, so insider breaches of security from ‘rogue employees’ are also covered. ### Corporate Information is covered Closed Expanded MPR’s definition of ‘record’ is not just limited to personal information, it also includes an organisation’s non-public, corporate information. ### No onerous policy conditions or warranties Closed Expanded MPR’s policy has no language eliminating cover if the insured fails to update, upgrade or test software, nor any minimum requirements for encryption or maintaining system security policies. ### Regulatory actions, fines and penalties (including PCI cover) Closed Expanded MPR’s policy provides cover for regulatory fines (where law allows), regulatory action defence costs and consumer redress payments. We can also cover Payment Card Industry (PCI) Fines. ### 3rd Party Service Providers covered Closed Expanded MPR’s policy extends to records held by third party vendors and business partners (e.g. back up, cloud or hosting). ### Cyber Terrorism Closed Expanded Many insurers have broad exclusions for Cyber terrorism, but this often also removes ‘hacktivist’ cover. MPR’s policy also has an exclusion, but not where it is expressly directed against the insured’s systems. ### Previous policy cover option Closed Expanded The Cyber Insurance market is a difficult one to navigate, so moving insurance carrier can be a concern. Whilst there is no obvious impediment to switching to a stronger product offering with much better incident response, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A marketing company executive accidentally left his laptop on a train. The laptop contained significant private customer and employee information. The laptop had password protection, but had not been fully encrypted. The ultimate whereabouts of the laptop may never be known. However, due to the ‘potential unauthorised access language’ in the MPR policy, the insured would be able to phone the incident response number at any time. Within one hour, the insured will speak with a specialist lawyer who can coordinate any necessary incident response service and engage any appropriate vendors. An assessment of the nature of the information on the laptop can be made, with any necessary forensic experts and legal services retained to provide advice on notification requirements. MPR’s policy allows the insured to engage a notification and credit monitoring company, if that is ultimately considered to be a necessary measure. An employee clicked on an email link that introduced malware into the organisations systems. Their critical data was encrypted and a message was received, demanding a financial payment to provide the decryption key. This demonstrates a few key themes. First, the increase in ransomware attacks and how easily they can be triggered. Second, the significance of employees (often referred to as the ‘human firewall’) and why it is so important to train staff to recognise potential threats. In this situation, an insured organisation could utilise the immediate incident response services to coordinate an immediate plan of action, starting with a forensic investigator and network examiner who would contain and eradicate the breach. Thankfully, the organisation had good back-up procedures and had segregated their data. No personal information was accessed, which allowed the team to reinstate with minimal loss of data and no financial impact to the business. Forensic costs can be very expensive, but the process was very quick, with very little disruption to the business operations. The ‘pay on behalf of language’ also makes the process much smoother for the insured organisation. An employee of an organisation was made redundant but, prior to termination, gained unauthorised access to the confidential database. The employee stole, and then sold, 20,000 customer records (names and credit card information) and the details of 250 employees. The unauthorised access was detected and an immediate incident response triage service was initiated. A forensic team was appointed to assess the extent of the breach and a legal firm with global expertise took care of the local privacy law implications (due to the global client base). Privacy notification services were used to inform the affected data subjects, with additional costs paid for credit monitoring and setting up a call centre to answer concerns. Insurance would also allow access to expert public relations services to handle the media response and mitigate any possible reputational damage. The immediate forensics, crisis and notification services were completed in the first 3 days, but the call centre and PR services continued for a month. --- ## Directors & Officers Insurance for Private Companies URL: https://www.mprunderwriting.com/products/directors-officers-insurance-for-private-companies/ Date: 2026-01-08 Type: Product MPR offers D&O insurance to private companies to protect against the escalating risks and costs facing these organisations. The D&O insurance policy for private companies addresses risks that organisations have been exposed to for many years. It also incorporates design developments to accommodate many of the newly emerging litigation trends and themes, leading to comprehensive policy content for all types of private company. ### Why do your clients need D&O insurance? - The number of potential offences continues to rise as new and existing legislation develops. A wide range of parties who might act against directors and officers include employees, shareholders, customers, creditors, liquidators, competitors and regulatory bodies. - Directors and officers have often done very little wrong, and sometimes nothing wrong at all. An average of 65% of D&O loss spend is consumed by defence costs, evidencing significant expense to fend off all kinds of accusations. - Specialist lawyers do not come cheap. Depending on the nature of the allegations, hourly rates can be many hundreds of pounds. ### What does the policy cover? - The purpose is to insure directors and officers (and in some cases other employees) for defence costs and legal liability incurred because of claims and prosecutions against them in their role in their organisation. Also, to insure them for representation costs in investigations of them by regulators and other authorities. - The policy will cover loss resulting from covered claims against insured persons alleging wrongful acts, error or omission, misstatement, neglect and breach of duty. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with consistent and experienced management. - Established businesses that have been operating for more than three years. - Good corporate governance procedures. - UK or European based companies. ### Is there anything an underwriter wouldn’t insure? - Some businesses or trades are intrinsically exposed to more risk. Underwriters will therefore necessarily exercise a more cautious approach in certain areas, such as professional sports clubs, natural resources and biotechnology companies. - Where an organisation has only recently started trading, underwriters may want to understand the business plan to get a better feel for the nature of the risk. - If an underwriter doesn’t understand what an organisation does, they shouldn’t insure it. Some of the more recently emerging types of businesses may therefore merit closer attention. ## Features View all Hide all### Worldwide coverage Closed Expanded A feature of some D&O claims is that there may be no indication of what is about to happen. There are examples of directors arriving at airport immigration checks and being arrested for offences they may not have even known existed, let alone that they might have been accused of breaching. In these cases, worldwide cover was an important benefit to have. ### Any one claim limit of liability Closed Expanded For many years, and until very recently, the D&O market was characterised by an aggregate limit of liability standard, which meant that the limit stated was the most the insurer could ever pay in a policy year. Multiple D&O claims in any one policy year are rare, and unlikely, but the ‘any one claim’ approach removes the possibility of running out of policy limits if that unlikely situation does eventuate.. ### Extra cover limits for directors and officers Closed Expanded The legal landscape and competitive developments are as unpredictable as they ever were. The good news is that D&O policy sophistication has improved significantly in the last 5 years, and features such as extra limits are an example of this. Two extra amounts are available: 1. Where an indemnity from an employer is not available in respect of a claim made against a director or officer; and 2. For an additional amount of defence costs up to 10% of the main policy limit. Although they may never be needed, they remove some of the unpredictability that, for example, an insolvency event or a court decision can create. ### Previous policy cover option Closed Expanded Moving D&O insurance carrier is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A company that traded profitably for more than 30 years took on a large contract. There were obvious risks attached to the contract, not the least of which was that it was overseas, but the directors (7 individuals) considered it in line with their capabilities and experience. Unfortunately, the project encountered complications and the cash flow forced the company to enter administration. When a company experiences an insolvency event, even if the administrators believe the directors acted negligently, money is still needed to pursue the claims. There may be insubstantial capital in the insolvent estate to fund litigation, so the insolvency practitioner is faced with several options. One of these is the increasingly common route of sourcing a third-party litigation funder, and in this case the rights to sue were sold under a purchase agreement for a nominal amount, but with a conditional agreement to split the proceeds on any success. This was essentially an allegation that the directors made bad business judgments. Even though the courts will not generally expose a director to personal liability for a bad business decision, there are no hard and fast rules on this. Despite legal and tactical difficulties in bringing a case, the case was settled at over a million pounds. The European Commission conducted an unannounced inspection at the premises of a UK business investigating whether Article 101 of the Treaty on the Functioning of the European Union was violated (the treaty prohibits cartels and other agreements that could disrupt free competition). Surprise inspections are a preliminary step in investigations into suspected cartels. The fact that the European Commission carries out such inspections does not mean that the companies are guilty of anti-competitive behaviour, nor does it prejudge the outcome of the investigation itself. In this case, an individual was named in the investigation, which culminated in a fine. The fine was not covered by the D&O policy, but the legal costs of more than £500,000 were. Competition authorities often cast the net wide in investigations, and whether any involvement exists, inspections and demands for information cannot be ignored. A review of prior investigations reveals some surprising results. Canned mushrooms, optical disc drives, cement, envelopes, power cables, plastic pipe fittings, sugar, bathroom fittings, freight forwarding and shrimps have all been targets in recent years. Robust regulation of economic activity is crucial but getting the balance right is not always easy. More regulation means more regulators and more regulatory breaches. Any D&O claims professional who is asked to characterise any recent trends will almost certainly identify regulatory activity as a headline. A minority shareholder, who was not a director of the company, alleged that directors used a company fundraising as a mechanism to enhance their own rights as preference shareholders at the expense of the other common shareholders. It was alleged that external funding was rejected in favour of materially less attractive and shorter-term facilities offered by the preference shareholders. Maintaining a weak financial position, it was alleged, limited the funding options to those that could be rushed through on worse terms, which were invariably those of the existing preference shareholders. This created a conflict of interest and an abuse of position to their own benefit. Excluding claims from ‘major’ shareholders was a standard underwriting approach for many years. Ironically, those kinds of claim are both legally and technically very difficult to plead. Much more likely and much more common are claims from minority shareholders, brought under the Unfair Prejudice provisions of The Companies Act. Whilst the law is very clear on the principle of majority rule and courts are reluctant to intervene in internal disputes, it is necessary to have some legislative protection. However, these claims can be impossibly complex and intractable, based often on rumour and suspicion. Whatever the pattern of facts may be, they can be eye-wateringly expensive and it is rare that a case that progresses involves anything less than a 6 figure spend on costs, sometimes closer to 7. --- ## Directors & Officers Insurance for Public Companies URL: https://www.mprunderwriting.com/products/directors-officers-insurance-for-public-companies/ Date: 2026-01-08 Type: Product MPR offers D&O insurance to public companies to protect against the escalating risks and costs facing these organisations. Public company directors and officers operate in an increasingly complex and scrutinised environment. Regulatory expectations and shareholder activism is rising and litigation trends continue to evolve. The D&O insurance policy for public companies addresses risks that organisations have been exposed to for many years, as well as emerging risks. It is designed to address all of these threats and delivers comprehensive protection tailored to the needs of listed businesses, ensuring leadership teams are properly protected. ### Why do your clients need D&O insurance? Directors and officers face personal liability for decisions made in the course of their duties. Even unfounded allegations can lead to significant financial and reputational consequences and the need for D&O protection is clear: - Regulatory and Governance Exposure: Directors are subject to a wide range of legal, regulatory and fiduciary duties. D&O liability insurance is a prudent risk management measure to help protect directors. - Rising litigation: Claims can arise from a wide range of stakeholders, including: - Shareholders (including group actions); - Employees; - Customers and suppliers; - Creditors and insolvency practitioners; and - Competitors. - The cost of defence: Directors and officers have often done very little wrong, or nothing wrong at all, yet a substantial percentage of loss costs is the spend on defence costs; - Rising legal costs: Specialist legal advice can be expensive, with hourly rates frequently reaching several hundred pounds, and complex investigations or litigation can quickly escalate. ### What does the policy cover? - The purpose is to insure directors and officers (and in some cases other employees) for defence costs and legal liability incurred because of claims and prosecutions against them in their role in their organisation. Also, to insure them for representation costs in investigations of them by regulators and other authorities. - The policy will cover loss resulting from covered claims against insured persons alleging wrongful acts, error or omission, misstatement, neglect and breach of duty. - The policy can also extend to protect the company itself in relation to securities claims. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound companies with consistent and experienced management. - Good corporate governance procedures. ### Is there anything an underwriter wouldn’t insure? - Some listed businesses are intrinsically exposed to more risk. Natural resources companies and those trading in often unfamiliar and less stable jurisdictions face a higher hazard. - Any company that has extensive US exposure is inherently more exposed to risk than one that does not. - Shell companies require detailed attention, as do some foreign domiciled companies. ## Features View all Hide all### Any one claim limit of liability option Closed Expanded For many years, and until very recently, the D&O market was characterised by an aggregate limit of liability standard, which meant that the limit stated was the most the insurer could ever pay in a policy year. Multiple D&O claims in any one policy year are rare, and unlikely, but the ‘any one claim’ option approach removes the possibility of running out of policy limits if that unlikely situation does eventuate. ### Extra cover limit for non-executive directors Closed Expanded The legal landscape and competitive developments are as unpredictable as they ever were. The good news is that D&O policy sophistication has improved significantly in the last 5 years and features such as extra limits are an example of this. An extra amount of limit is available for claims against non-executive directors where an indemnity is not available from the company. Although this may never be needed, it removes some of the unpredictability that, for example, an insolvency event or a court decision can create. ### Optional securities cover for the plc entity Closed Expanded Actions under UK securities law are rare. However, Section 90 of the FSMA imposes liability on those responsible for listing particulars or prospectuses to pay compensation where a person has acquired securities and suffered a loss in respect of them because of any untrue or misleading statement or omission. Continuing growth of litigation funding and specialist claimant litigation law firms are moving the dial on the development of shareholder collective action. Whilst some may want to retain the ‘purity’ of the D&O product for the sole benefit of individuals, the option does exist to extend the policy to cover the issuer in the event of an action under S90, or from other sources of liability. ### Previous policy cover option Closed Expanded Moving D&O insurance is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The risks facing directors and officers continue to evolve. Heightened regulatory intervention, growing stakeholder expectations, rapid technological change and an increasingly litigious environment mean that decision makers are under greater personal scrutiny than ever before. Directors must navigate this wide range of challenges, including cyber incidents, data privacy breaches, ESG-related disclosures, financial crime, employment issues and supply chain disruption. A broader range of stakeholders are increasingly willing to challenge management decisions and, where appropriate, pursue claims against individual directors and officers. Different types of claims patterns are emerging. For many years, insurers recycled the same claim examples. Increasing exposure through regulatory developments, combined with an expansion of available cover under D&O policies, means more, and different, types of claims are emerging. Cyber enabled fraud, ransomware attacks, AI-related governance failures and allegations concerning ESG disclosures can all lead to enhanced focus on those making the decisions. They are at risk of allegations of negligence, breach of duty, inadequate oversight or failures in risk management, even where they acted honestly and in good faith. There Is No Such Thing as a Typical D&O Claim. Regulatory investigations remain a significant source of D&O notifications and losses but analysis of claims data demonstrates that serious exposures can arise from a wide variety of circumstances, including: - Shareholder disputes and derivative actions; - Misrepresentation in financial statements or public disclosures; - Insolvency and wrongful trading allegations; - Mergers and acquisitions disputes; - Breach of fiduciary duty claims; - Bribery, corruption and financial crime investigations; - Defamation, confidentiality and intellectual property disputes; - Failure to oversee operational, technological or strategic risks. D&O insurance is therefore an essential component of a corporate risk management strategy, helping to protect both individuals and the organisation itself when claims arise. --- ## Employment Practices Insurance URL: https://www.mprunderwriting.com/products/employment-practices-insurance/ Date: 2026-01-08 Type: Product MPR offers Employment Practices Insurance to all types of organisations to protect against the risks and costs associated with employment disputes, as well as discrimination against customers. The employment landscape is constantly changing. Even if an organisation can keep up with the changes, mistakes may happen or grievances may arise. Employment practices insurance provides protection to all kinds of organisations against the financial risks associated with a wide range of disputes. ### Why do your clients need Employment Practices Insurance? - Employment disputes can cost organisations an enormous amount in management time and resources. However good an organisation’s human resources practices and procedures, the risks cannot be eliminated. - Good procedures do help, but do not offer enough protection against employment claims and it is difficult to maintain control over all staff at all times. - If things do go wrong, whether there are any grounds to the allegations or not, a well constructed insurance policy can help to mitigate the impact and disruption associated with these situations. - The Supreme Court decision in July 2017 on the abolition of the Employment Appeal Tribunal Fees Order 2013, will inevitably lead to an increase in activity at employment tribunals. ### What does the policy cover? The purpose of this policy is to insure organisations and their directors, officers, employees and volunteers for defence costs and legal liability incurred on account of claims and prosecutions against them for wrongful employment practices and also for discrimination against customers or suppliers. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with consistent and experienced management. - Established businesses that have been operating for more than three years. - UK or European based companies. - Organisations with good checks and controls in place, such as:th good checks and controls in place, such as: - HR background checks and reference procedures; and - written policies on discrimination, harassment, discipline and termination. ### Is there anything an underwriter wouldn’t insure? - Some types of risk exhibit higher hazard characteristics from an employment claims perspective. Greater caution is needed on the following types of organisations: - professional sports clubs; - local government and councils; - NHS Trusts; - housing associations; - universities and colleges; - large law firms; - call centres; and - large charities. ## Features View all Hide all### No requirement to follow claims advice lines Closed Expanded A feature of many employment practices policies is a requirement to strictly report matters which might fall for cover and thereafter to adhere precisely to the instructions of the insurers. This may be further incentivised by the promise of removal of an excess if a defence is ‘successful’, which can be more complex than it seems. The policy from MPR acts in a fair, fast and fuss-free way. ### Duty to defend provision Closed Expanded Employment practices claims can be time critical. Having experts ready to act, on pre-agreed terms at pre-agreed rates delivers many benefits, including: - hourly rates will be lower than those which could be agreed by the client if appointed directly; - elimination of conflicts of interest. Often a client’s own solicitors will be dealing with the consequences of advice that they have delivered, creating a potential conflict; - the lawyer panel is not fixed or hard wired into a policy. This improves the flexibility of panel arrangements in the event of poor performance or events such as acquisition/merger. ### Broad definition of wrongful employment practice Closed Expanded The policy applies to a wide range of wrongful employment practices, including: - wrongful or unfair dismissal; - sexual harassment; - discrimination; - negligent evaluation; - negligent reference; - invasion of privacy; - retaliation against employee for whistle-blowing or exercising legal rights; - false imprisonment; and - wrongful infliction of emotional distress. ### Broad acquisition cover for new subsidiaries Closed Expanded Acquisitions demand a lot of time and attention, and insurance can often be overlooked. Some of this risk can be removed by allowing automatic inclusion of acquired or created organisations (subject to some limitations). Reporting is only required if the new organisation: - increases the total number of employees of the policyholder’s group by more than 20%, or - has directors, officers, employees or volunteers in the USA. ### Third party liability Closed Expanded In some circumstances, an employer can be held liable for harassment or discrimination to customers or suppliers, rather than employees. Whilst claims for employment violations from employees will form the bulk of harassment or discrimination based claims, a risk does exist that an organisations activity may impact on parties outside of those in an employment context, such as customers, clients, vendors, and suppliers.cquisitions demand a lot of time and attention, and insurance can often be overlooked. Some of this risk can be removed by allowing automatic inclusion of acquired or created organisations (subject to some limitations). Reporting is only required if the new organisation: ### Free consultation via help line Closed Expanded The Policyholder may, during the policy period, obtain 15 minutes of free consultation, per each separate employment-related matter (and up to a maximum of 4 separate matters), via a helpline administered by Browne Jacobson LLP, a leading employment law firm. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The starting point for litigation in the Employment Tribunal, unlike other courts, has always been that both parties bear their own costs and the losing party is not automatically required to contribute to the winner's legal expenses. Even in a case where it was stated by the Tribunal Judge that proceedings "should never have been brought", no costs were awarded and it is very hard to persuade a tribunal that they should be. Changes to the law in 2013 clarified that costs could be recovered where a tribunal considers that *‘(a) a party (or that party’s representative) has acted vexatiously, abusively, disruptively or otherwise unreasonably in either the bringing of the proceedings (or part) or the way that the proceedings (or part) have been conducted; or (b) any claim or response had no reasonable prospect of success.’* However, the reality is that costs will not be awarded to the winning party against the losing one in the clear majority of Employment Tribunal cases, to a point of almost statistical insignificance (0.003% in 2015/16). Whatever the merits, or otherwise, of an action, it is unlikely that anyone is going to reimburse the costs. An employee claimed disability discrimination on the grounds of an illness that the employer was not even aware that the employee suffered from. The employee had been dismissed for gross misconduct following allegations of verbal, physical and sexual assault from 2 members of staff. The evidence was corroborated by 5 colleagues, who also confirmed the employee was running another business on company time from his employer’s premises. Despite a catalogue of confirmed misconduct, a failure to precisely follow procedures reduced the effectiveness of the case for the defence. It is not simply a case of who is right and who is wrong, it is frequently down to whether fair procedure has been followed. It is also easy for a tribunal to look at the facts after the event and take a view as to what should have been done. In this case, even though the claimant’s demands (in excess of £1,000,000) were reduced, and the belief was that a strong defence existed, the costs to the employer were still well over £250,000. Employment claims payments typically break down at an average of 35% to 40% expenditure on defence costs, so both aspects of the policy (defence costs and other loss) work to protect the policyholder. Early Conciliation was introduced as a mandatory process in May 2014 with the intention of attempting to resolve employment disputes before they reached the Employment Tribunal. An employment solicitor can be used during the process but they are not essential and much will depend on the pattern of facts in each case. ACAS generally send a letter to the Respondent stating that they have been contacted by a Claimant, cite the alleged wrongful act and ask if the Respondent would like to consider settlement. At this stage, however, the ‘claim’ may not be particularised, and may be framed in a way that does not trigger the definition of a claim in an employment practices insurance policy. Whilst not always necessitating appointment of defence counsel, having that option in the policy by recognising Early Conciliation as part of a claim definition (“assertion of a legal right”) removes the potential for any doubt and provides a consistent approach. --- ## Management & Professional Risks Insurance for Investment Management Companies URL: https://www.mprunderwriting.com/products/management-professional-risks-insurance-for-investment-management-companies/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to Investment Management Companies. Protection of the assets of both the investment manager and its directors is vital within an increasingly challenging operating environment. Financial and reputational risks are growing in complexity and scale. The Management Risks Insurance package policy for Investment Management Companies is an integrated solution and provides four important sections of cover, each with its own limit. ### Why do your clients need Investment Management Insurance? - Directors, officers and senior managers can be exposed to a broad spectrum of civil, criminal and regulatory actions, often involving hefty costs. Specialist lawyers do not come cheap. Depending on the nature of the allegations, hourly rates can be many hundreds of pounds. - Investment managers owe a professional duty of care to their investors. This, coupled with an increased awareness of legal rights and remedies, means that protecting the assets and reputation of an organisation is very important. - However diligent an organisation, mistakes are possible and protection is required from third party claims alleging negligence or for other legal liabilities. Good risk management and compliance practices can go a long way to mitigate exposures to claims but cannot eliminate them completely. - Even when a firm has done nothing wrong, disputes can occur and problems can quickly intensify, leading to escalating defence and settlement costs. - Keeping pace with change, accelerated by technology, exceeding customer expectations and growing a business profitably demand comprehensive risk management strategies. Insurance for the company is a key element of this. - According to the Association of Certified Fraud Examiners, the average organisation loses about 6% of its total annual revenue to fraud and abuse committed by its own employees. ### What does the policy cover? A comprehensive package policy providing cover for: - Directors and officers insurance; to insure directors and officers (and in some cases other employees) for defence costs and legal liability incurred because of claims and prosecutions against them in their role in their organisation. Also, to insure them for representation costs in investigations of them by regulators and other authorities. - Professional indemnity insurance; the purpose is to insure an organisation for defence costs and legal liability incurred arising out of their business activities including, but not limited to, liability for: breach of professional duty - Crime insurance; - Theft of money, securities or property belonging to a client of an insured organisation; - Social engineering fraud; - Forgery; - Extortion; - Expenses arising from crime. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Established businesses. - Financially sound organisations with experienced management. - Comprehensive and robust risk management & compliance strategies with strong Business Continuity Plans. - Organisations with good checks and controls in place, such as: - Compliance function; - Complaints procedures; - Investment framework and oversight; - Call back procedures for phone transfer requests; - Structured procedures around bank account changes; - Dual controls. ### Is there anything an underwriter wouldn’t insure? - The policy covers management and operational risks, so this will be an underwriting focus. Some trades are characterised by higher hazard risk profiles and worse experience than the average. Underwriters will necessarily exercise a more cautious approach in certain trades and certain risks within certain trades. - Newly established industries may need more focus to get a better understanding of the dynamics and risk profile. - Whatever the risk, underwriters will always try to find solutions. ## Features View all Hide all### Comprehensive and specific cover with specific features Closed Expanded MPR have developed a solution specifically tailored to Investment Managers and includes: - Separate insuring clauses for Directors & Officers, Professional Liability, Entity investigation expenses and Crime - Covers available for both the investment manager, their Directors & Officers and the fund(s) and their Directors & Officers - An additional limit of liability for non-indemnifiable losses - An additional insuring clause for entity investigation expenses - A sublimit for mitigation costs - Social engineering fraud limit The result is policy language which is clear, and which evolves to accommodate the changing landscape and exposures faced by companies and their directors. ### Mitigation Costs Closed Expanded The policy will also provide mitigation costs, which are designed to rectify any wrongful acts before they result in a claim against an organisation. Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having mitigation costs (including fee dispute settlement) allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ### Entity Investigation Expenses Closed Expanded The policy will also provide legal costs and professional charges for representation at a formal investigative inquiry into conduct by a governmental, regulatory, law enforcement, professional or statutory body with powers to investigate. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? Allegations of misleading statements and inadequate disclosure of the risks associated with the proposed investment strategy within the fund prospectus. Investors filed legal proceedings against the investment manager, and its directors alleging multi million pound losses as a result of the high risk investment strategy. Settlement and defence costs in excess of £1m. An FCA investigation into two individuals in relation to alleged breaches of section 66 FMSA (misconduct for failing to comply with the Statement of Principles for Approved Persons). Legal representation expenses of £244,000 were paid. A lot of focus is on the new and emerging areas of risk but much of the value still lies in protecting against offences that have been around for many years. Whether emerging or existing risks, costs and complexity are rising: - D&O claims handling costs have tripled in last 10 years; - The number of claims based on regulatory prosecutions has tripled since 2012; - FCA enforcement investigations continue to be a focus for the regulator; - There are new and emerging risks such as environment, social governance, cryptocurrency and data management; - The law has been strengthened in many jurisdictions. Regulatory bodies represent a growing risk to all organisations. It is helpful to know that, if the worst happens, there is a product specifically crafted to accommodate the consequences of these unforeseen and undesirable events. Regulatory investigations can be stressful and difficult. --- ## Management Risks Insurance for Barristers URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-barristers/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to protect the assets of barristers, chambers and service companies (where required) against the risks associated with their operational environment. Protection of the assets of the barristers, along with other organisations and managers within the structure is vital within a challenging operating environment. The Management Risks Insurance package policy is an integrated solution and provides four important sections of cover, each with its own limit. This delivers a quick and easy to place solution for barristers and service companies. ### Why do your clients need Management Risks Insurance? - Barristers, partners, members, directors, officers and senior managers can be exposed to a broad spectrum of risks. Specialist lawyers do not come cheap and hourly rates can be many hundreds of pounds. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - Although a chambers has no separate legal personality, the service company attract liability. - According to the Association of Certified Fraud Examiners, the average organisation loses about 6% of its total annual revenue to fraud and abuse committed by its own employees. ### What does the policy cover? A comprehensive package policy providing cover for: - Associates, partners, members, directors and officers insurance; - Employment practices insurance; - Association insurance; - Employee Crime, Crime using Computers and Social Engineering Crime. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Comprehensive and robust risk management strategies. - Organisations with good checks and controls in place, such as: - HR background checks and reference procedures; - written policies on discrimination, harassment, discipline and termination; - call back procedures for phone transfer requests; - structured procedures around bank account changes; - dual controls. ### Is there anything an underwriter wouldn’t insure? - Newly established chambers may need more focus to get a better understanding of the dynamics and risk profile. - The policy contains exclusions to remove disputes that are not in the scope of this kind of insurance. These include professional liability and disputes over constitutional issues. - Whatever the risk, underwriters will always try to find solutions, even if the policy terms may be more cautious and reflective of the risk characteristics. ## Features View all Hide all### Comprehensive cover Closed Expanded Management liability insurance for barristers chambers has never been as widely available as it has been for incorporated organisations. This policy delivers a strong solution across a range of exposures that barristers chambers face and integrates cover for any associated service companies. ### Important cover for the association itself Closed Expanded The cover provided by this section can provide valuable protection in many areas and defence costs for a number of scenarios for the service company. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The operational environment continues to pose existing and new challenges for organisations. Barristers are subject to many of the new and existing laws, which make no distinction between incorporated and unincorporated organisations. Development of themes such as social engineering fraud, put assets at risk on a daily basis. Employment practice claims are on the increase and can be time consuming and expensive. Typically, defending a straightforward Employment Tribunal claim can cost anything between £8,000 and £12,000. For a more complex claim, say one that includes discrimination, these costs can quite easily rise above £20,000. Although fair and reasonable employers which have proper procedures in place will face more limited exposure to tribunal claims, employment practices liability cover helps for unexpected claims that may be brought. A supplier to a law firm notified irregularities in respect of a member of staff. An internal investigation followed and confirmed that the employee was receiving irregular and unauthorised commission payments from some of the suppliers to the firm, all of whom he had introduced. The employee was making arrangements with some of these suppliers to inflate their invoices in order to maximise his ‘commissions’, as well as putting in place arrangements for work to be done by these suppliers for other organisations, which were connected to the same employee. The loss to the firm from these payments exceeded £160,000. Supplier and vendor fraud, including ‘ghost’ companies, are major sources of employee fraud. A straightforward controls framework around appointment of new suppliers would have extinguished the opportunity to perpetrate the fraud, and dual controls would have also mitigated the effects. Left unchecked over a period of year, overcharging for services rendered and charging for services that were never performed accrued to a significant and meaningful amount. Regulatory bodies represent a growing risk to all organisations. It is helpful to know that, if the worst happens, there is a product specifically crafted to accommodate the consequences of these unforeseen and undesirable events. Regulatory investigations can be stressful and difficult and will carry a cost. Having a policy written around the barristers structure has the potential to deliver a meaningful benefit. --- ## Management Risks Insurance for Law Firms URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-law-firms/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to protect the assets of law firms against the risks associated with their operational environment. Protection of the assets of the law firm, along with other organisations and managers within the structure, is vital within an increasingly challenging operating environment. The Management Risks Insurance package policy is an integrated solution and provides four important sections of cover, each with its own limit. This delivers a quick and easy to place solution for law firms of all types. ### Why do your clients need Management Risks Insurance? - Partners, members, directors, officers and senior managers can be exposed to a broad spectrum of risks. Specialist lawyers do not come cheap and hourly rates can be many hundreds of pounds. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - According to the Association of Certified Fraud Examiners, the average organisation loses about 6% of its total annual revenue to fraud and abuse committed by its own employees. ### What does the policy cover? A comprehensive package policy providing cover for: - Partners, members, directors and officers insurance; - Employment practices insurance; - Partnership insurance; - Employee Crime, Crime using Computers and Social Engineering Crime. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with consistent and experienced management. - Comprehensive and robust risk management strategies. - Organisations with good checks and controls in place, such as: - HR background checks and reference procedures; - written policies on discrimination, harassment, discipline and termination; - call back procedures for phone transfer requests; - structured procedures around bank account changes; - dual controls. ### Is there anything an underwriter wouldn’t insure? - Newly established organisations may need more focus to get a better understanding of the dynamics and risk profile. - The policy contains exclusions to remove disputes that are not in the scope of this kind of insurance. These include professional liability and disputes over constitutional issues. - Overseas offices can be a challenge environment and will need additional scrutiny. - Whatever the risk, underwriters will always try to find solutions, even if the policy terms may be more cautious and reflective of the risk characteristics. ## Features View all Hide all### Comprehensive cover Closed Expanded Management liability insurance for law firms has never been as widely available as it has been for private organisations. This policy delivers a strong solution across a range of exposures that law firms face and integrates cover for all types of operational structure. ### Important cover for the firm itself Closed Expanded The cover provided by this section can provide valuable protection in many areas and defence costs for a number of scenarios for the firm. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The operational environment continues to pose existing and new challenges for organisations. Law firms are subject to many of the new and existing laws, which make no distinction between incorporated and unincorporated organisations. Development of themes such as social engineering fraud, put assets at risk on a daily basis. Employment practice claims are on the increase and can be time consuming and expensive. Typically, defending a straightforward Employment Tribunal claim can cost anything between £8,000 and £12,000. For a more complex claim, say one that includes discrimination, these costs can quite easily rise above £20,000. Although fair and reasonable employers which have proper procedures in place will face more limited exposure to tribunal claims, employment practices liability cover helps for unexpected claims that may be brought. A supplier to a law firm notified irregularities in respect of a member of staff. An internal investigation followed and confirmed that the employee was receiving irregular and unauthorised commission payments from some of the suppliers to the firm, all of whom he had introduced. The employee was making arrangements with some of these suppliers to inflate their invoices in order to maximise his ‘commissions’, as well as putting in place arrangements for work to be done by these suppliers for other organisations, which were connected to the same employee. The loss to the firm from these payments exceeded £160,000. Supplier and vendor fraud, including ‘ghost’ companies, are major sources of employee fraud. A straightforward controls framework around appointment of new suppliers would have extinguished the opportunity to perpetrate the fraud, and dual controls would have also mitigated the effects. Left unchecked over a period of year, overcharging for services rendered and charging for services that were never performed accrued to a significant and meaningful amount. Money was moved from a client funds account by the finance director to settle a tax payment that was due. This subsequently proved to have been unnecessary but repayment was also delayed without explanation. A Solicitors Regulatory Authority investigation put a Section 43 order in place. The COLP of the practice was targeted by the SRA for failure to supervise the finance director and for the breaches of Solicitors Accounts Rules that took place. The allegations were not founded on dishonesty but on impropriety. Costs associated with case were over £40,000. It is helpful to know that, if the worst happens, there is a product specifically crafted to accommodate the consequences of these unforeseen and undesirable events. Regulatory investigations can be stressful and difficult and will carry a cost. Having a policy written around the law firm structure has the potential to deliver a meaningful benefit. --- ## Management Risks Insurance for Partnerships URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-partnerships/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to protect the assets of partnerships against the risks associated with their operational environment.Protection of the assets of both the partnership and the partners, along with other organisations and managers within the structure of the business is vital within an increasingly challenging operating environment. The Management Risks Insurance package policy is an integrated solution and provides four important sections of cover, each with its own limit. This delivers a quick and easy to place solution for partnerships. ### Why do your clients need Management Risks Insurance? - Partners, members, directors, officers and senior managers can be exposed to a broad spectrum of risks. Specialist lawyers do not come cheap and hourly rates can be many hundreds of pounds. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - Although a partnership has no separate legal personality, it is well established that it can sue and be sued in the name of the firm. - Keeping pace with change, accelerated by technology, can be challenging and difficult. Insurance can provide valuable support during this journey. - According to the 2024 FraudTrack Survey from BDO, the value of reported UK fraud increased to £2.3bn in 2023, more than double the £1.1bn recorded in 2022 and the second largest annual fraud value recorded by BDO in 20 years. The true level of fraud is likely to be significantly higher, BDO has warned, as some organisations choose not to report the frauds they suffer (fewer than one in seven fraud offences are reported to the police). ### What does the policy cover? A comprehensive package policy providing cover for: - Partners, members, directors and officers insurance; - Employment practices insurance; - Partnership insurance; - Employee Crime, Crime using Computers and Social Engineering Crime. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Consistent and experienced management; - Comprehensive and robust risk management strategies; - UK based organisations; - Organisations with strong checks and controls in place. ### Is there anything an underwriter wouldn’t insure? - Newly established partnerships may need more focus to get a better understanding of the dynamics and risk profile. - The policy contains exclusions to remove disputes that are not in the scope of this type of insurance. These include professional liability, disputes over partnership agreements and non-appointment of partners. - Whatever the risk, underwriters will always try to find solutions, even if the policy terms may be more cautious and reflective of the risk characteristics. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability insurance for partnerships has never been as widely available as it has been for incorporated organisations. This policy delivers a strong solution across a range of exposures that partnerships face. ### Important cover for the partnership itself Closed Expanded The cover provided by this section can provide valuable protection in many areas and defence costs for a number of scenarios, including regulatory actions. ### An additional limit of liability specifically for defence costs, in addition to many sophisticated policy features Closed Expanded An additional limit specifically reserved for defence costs for directors and officers (defence costs are covered as part of the standard limit, but such limit includes all other loss). The policy is a high quality, well-crafted solution and includes enhancements in areas such as mitigation costs and pre-investigation expenses. ### Previous policy cover option Closed Expanded Changing management liability insurer is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The operational environment continues to pose existing and new challenges for partnerships. Partnerships are subject to many of the new and existing laws, which make no distinction between incorporated and unincorporated organisations. The development of themes such as regulatory intervention put partnership assets at risk on a daily basis. Employment practice claims are on the increase and can be time consuming and expensive. Typically, defending a straightforward Employment Tribunal claim can cost anything between £8,000 and £12,000. For a more complex claim, say one that includes discrimination, these costs can quite easily rise above £20,000. Although fair and reasonable employers which have proper procedures in place will face more limited exposure to tribunal claims, employment practices liability cover helps for unexpected claims that may be brought. The potential impact of employee dishonesty can be damaging, and the risk is rising. The 2024 BDO FraudTrack Survey reported the value of UK fraud at £2.3 billion, which represents the second largest annual fraud value recorded since BDO started the survey in 2003 and a 104% increase on the previous year. Perpetrators developed new opportunities and reacted to a number of socio-economic and geopolitical factors (cost-of-living crisis, global supply chain issues, etc.). Rising energy bills, inflation and global supply chain cost increases elevated the financial pressure on large numbers of individuals and businesses and may have provided extra incentive for perpetrators to rationalise committing frauds. --- ## Management Risks Insurance for Portfolio Companies URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-portfolio-companies/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to portfolio companies to protect them and their management (specifically including private equity directors) against the risks and costs that exist and emerge in their operational environment. The financial and reputational risks facing portfolio companies and their management teams are ever evolving and growing in complexity. Protection of the assets of both is important within what can be a challenging and changing environment. The Management Risks Insurance for Portfolio Companies package policy is an integrated solution for portfolio companies and provides four important sections of cover, each with its own limit. This policy provides a quick and easy to place solution for portfolio companies. ### Why do your clients need Management Risks Insurance? - Directors (including those from the private equity firm), officers and senior managers can be exposed to a broad spectrum of civil, criminal and regulatory actions. The use of specialist lawyers can be critical in ensuring the correct response to a variety of scenarios and hourly rates can be high. - Sharp focus and expectancy may be on portfolio companies to meet performance metrics within an often unpredictable operational landscape. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - Keeping pace with change, technological advancement, exceeding customer expectations and growing the business in line with plan demand comprehensive risk management strategies. Management Liability Insurance is a key element of this. - According to the BDO, more than a third of companies (39%) reported an increase in fraud in 2020 compared to the previous year. The average value of fraud in 2020 was a reported £245,000. The shift to remote working has amplified security threats with two-thirds of businesses reporting an increased risk. ### What does the policy cover? A comprehensive package policy providing cover for: - Directors and Officers Insurance; - Employment Practices Insurance; - Company Insurance; - Employee Crime, Crime using Computers and Social Engineering Crime. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - A private equity firm with experience in the sector of the target organisation. - Realistic financial projections. - Companies with strong trading history and track record. - Ongoing involvement of legacy management team members. ### Is there anything an underwriter wouldn’t insure? - Underwriter risk appetite largely follows the standard approach, so challenges exist on those trades characterised by higher hazard risk profiles and poorer historic experience than the average. - Companies in newer sectors or those where competition is more intense will require more scrutiny. - Overseas activity will introduce additional challenges, considerations and questions from an underwriter. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability policy language has developed and matured significantly in recent years. The result is policy language which is clear and which has evolved to accommodate the changing landscape and exposures faced by companies and their directors. However, many of these are a ‘one size fits all’ and are not calibrated to the specifics of portfolio companies and their operational structure. ### An additional insuring clause for private equity firm reimbursement cover Closed Expanded The bespoke wording includes an additional insuring clause for private equity firm reimbursement cover and names the private equity firm specifically. ### An additional limit of liability for loss of private equity directors Closed Expanded An extra limit is ringfenced for the loss of private equity firm directors and can only be used by them. This is a limit in addition to the main policy amount. ### Waiver of subrogation rights against the private equity firm Closed Expanded This changes the standard language to remove this provision, which would ordinarily be available against the private equity firm. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? Rising regulatory risks remain one of the biggest challenges facing many businesses. Between 2012 and 2018 the number of claims based on regulatory prosecutions tripled. According to The National Audit Office there are more than 90 regulatory bodies in the UK with total expenditure close to £5 billion a year. Regulator risks are consistently raised as the greatest concern amongst the directors of UK businesses. Employment practice claims are on the increase and can be time consuming and expensive. In 2013, the government introduced fees for bringing claims to employment tribunal but the Supreme Court ruled them unlawful in 2017 because the government had made procedural errors in the way the fees were introduced. Claims have since risen nearly threefold. In the most recent statistics, claims have gone up by more than 10% over the previous year and the average time for a tribunal hit 40 weeks. Only 8% of cases were successful at tribunal while 24% were settled out of court, 23% withdrawn by the claimant and 28% dismissed or struck out. The potential impact of employee dishonesty can be damaging, and the risk is rising. According to PWC, economic crime has reached its highest level in the past 24 months with 56% of UK businesses surveyed stating that they were impacted by fraud, corruption or other economic crime. The 2020 figure was the highest in the history of their Economic Crime Survey. The cases that hit the headlines tend to involve larger amounts or unusual scenarios, but businesses of all sizes are vulnerable. Litigation is often used as a tactical weapon, particularly in foreign markets. Loss of chance and diversion of opportunity are key risks in the private equity environment, along with intellectual property issues. Common scenarios include allegations of breach of equitable duty of confidence, breaches of fiduciary duties and unlawful means conspiracy. New trading opportunities also present new challenges. Litigation often has little merit and can be ‘tactical’ but can require a robust response, nonetheless. Claimants gamble on scaring the competition away, but lawyers will often be needed to be engaged and insurance can provide a smoother pathway to a solution for a company. --- ## Management Risks Insurance for Employee Ownership Trusts URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-employee-ownership-trusts/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to employee ownership trusts: The financial risks facing organisations and their management teams are constantly evolving and growing in complexity. Rigour and diligence are important disciplines and do provide a level of protection but good insurance can play a part in protection of the assets of both the employee ownership trust company, the subsidiary companies that sit beneath it and the managers and trustees within the operational framework. The Management Risks Insurance package policy for Employee Ownership Trusts is an integrated solution and provides four important sections of cover, each with its own limit. This policy also contains some features specific to the structure of employee ownership trusts. ### Why do your clients need Management Risks Insurance? - When changes in ownership takes place, management liability policies will automatically enter ‘run off’, so employee ownership trusts will need protection for acts that occur after the date on which the sale of the shares takes place; - Given the structure of some employee ownership trusts, standard wordings may not be suitably configured or contain the correct terminology to match up with the relevant organisations and individuals; - The management liability policy for the ownership trust needs to be arranged in a way that reflects the new ownership structure. ### What does the policy cover? A comprehensive package policy providing cover for: - Employee Crime, Crime using Computers and Social Engineering Crime. The limit for Cybersecurity is fixed at £25,000 (higher limits or broader cover requires a dedicated wording, also available from MPR). - Trustees, Directors and Officers Insurance; - Employment Practices Insurance; - Company Insurance; [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Consistent and experienced management; - Comprehensive and robust risk management strategies; - UK based organisations; - Organisations with strong checks and controls in place. ### Is there anything an underwriter wouldn’t insure? - Underwriter risk appetite largely follows the standard approach, so challenges exist on those trades characterised by higher hazard risk profiles and poorer historic experience than the average - financial institutions, Independent Financial Advisers and biotechnology companies are examples of this; - Overseas activity will introduce additional challenges, considerations and questions from an underwriter. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability policy language has developed and matured significantly in recent years. The result is policy language which is clear and which has evolved to accommodate the changing landscape and exposures faced by companies and their directors. However, many of these are a ‘one size fits all’ and are not calibrated to the specifics of employee ownership trusts and their operational structure. ### An additional insuring clause for independent director reimbursement cover Closed Expanded The bespoke wording includes an additional insuring clause for independent directors who are part of the go forward operational structure. This can only be used by independent directors. ### An additional limit of liability specifically for defence costs Closed Expanded An additional limit specifically reserved for defence costs for trustees, directors and officers (defence costs are covered as part of the standard limit, but such limit includes all other loss). ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? Rising regulatory risks remain one of the biggest challenges facing many businesses. Regulators come in various different forms and sizes, depending on their scope and remit. According to The National Audit Office there are more than 90 regulatory bodies in the UK with total expenditure close to £5 billion a year. Regulator risks are consistently raised as the greatest concern amongst the directors of UK businesses with the number of claims based on regulatory prosecutions having risen sharply in recent years. According to law firm, BLM, SME firms attracted fines of more than £60m in 2021, which is half the value of fines issued over the previous five year period. Employment practice claims are on the increase and can be time consuming and expensive. Since the Supreme Court ruled that employment claim fees were unlawful in 2017, caseloads have been in an upward spiral, rising nearly threefold in the 4 years that followed. Whilst the 2022 numbers show a welcome fall in numbers reported, cases remain high. In the quarter to June 2022 there were 19,000 Employment Tribunal receipts, 15,000 disposals, and 487,000 cases still outstanding, suggesting claims are taking longer to reach conclusion. The potential impact of employee dishonesty can be damaging, and the risk is rising. The BDO Fraud Survey, which monitored fraud trends at 500 mid-sized UK firms throughout 2021, found that 84% experienced fraud in 2021. 37% of businesses reported an increase on the previous year with 33% of these externally generated. 38% of these involved collusion between internal and external individuals. The average fraud loss reported in 2021 totalled £223,000. --- ## Management Risks Insurance for Limited Liability Partnerships URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-limited-liability-partnerships/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to protect the assets of Limited Liability Partnerships against the risks associated with their operational environment. Originally conceived as a vehicle for use by professional practices, LLPs have become increasingly popular as an alternative business model for a wider audience. Protection of the assets of both the corporate entity and its managers is vital within an increasingly challenging operating environment. The financial and reputational risks facing private LLPs and their managers differ little from those of commercial organisations. The Management Risks Insurance package policy is an integrated solution and provides five important sections of cover, each with its own limit. This policy provides a quick and easy to place solution for LLPs. ### Why do your clients need Management Risks Insurance? - Members, directors, officers and senior managers can be exposed to a broad spectrum of civil, criminal and regulatory actions, often involving hefty costs. Specialist lawyers do not come cheap. Depending on the nature of the allegations, hourly rates can be many hundreds of pounds. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - Keeping pace with change, accelerated by technology, exceeding customer expectations and growing a business profitably demand comprehensive risk management strategies. Insurance for the LLP is a key element of this. - According to the Association of Certified Fraud Examiners, the average organisation loses about 6% of its total annual revenue to fraud and abuse committed by its own employees. - Even LLPs with strong security and privacy controls are not immune to cyber risks. ### What does the policy cover? A comprehensive package policy providing cover for: - Member, directors and officers insurance; - Employment practices insurance; - Corporate insurance; - Employee Crime, Crime using Computers and Social Engineering Crime; - Cybersecurity. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. The limit for Cybersecurity is fixed at £25,000 (higher limits or broader cover requires a dedicated wording, also available from MPR). [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Well established organisations with stable, consistent and experienced management. - Comprehensive and robust risk management strategies. - UK and Ireland based organisations. - Organisations with good checks and controls in place, such as: - HR background checks and reference procedures; - written policies on discrimination, harassment, discipline and termination; - call back procedures for phone transfer requests; - structured procedures around bank account changes; - dual controls. ### Is there anything an underwriter wouldn’t insure? - The policy covers management and operational risks, so this is where underwriters will focus. Some trades or occupations are characterised by higher hazard risk profiles and worse experience than the average. A good example of this would be large law firms. Underwriters will necessarily exercise a more cautious approach in certain trades and professions. - The policy contains exclusions to remove disputes that are not in the scope of this kind of insurance. These include professional liability, disputes over partnership agreements and non-appointment of partners. - Newly established LLPs may need more focus to get a better understanding of the dynamics and risk profile. - Whatever the risk, underwriters will always try to find solutions, even if the policy terms may be more cautious and reflective of the risk characteristics. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability policy sophistication has developed significantly in recent years and has strengthened the appeal to the buyer and their position in the event of a claim or investigation. The result is policy language which is clear and which evolves to accommodate the changing landscape and exposures faced by organisations and their members and managers. ### Important cover for the corporate entity itself Closed Expanded It is important to understand that the cover provided for the company by the insurance market is not as comprehensive as that provided to the directors by the Members & D&O policy. Some risks are simply operational or trading risks and not fortuitous, a key aspect of insurability. Nonetheless, the cover provided by this section can provide valuable protection in many areas and defence costs for a number of scenarios and for some, but not all, regulatory actions. ### Cover for ‘cyber liabilities’ Closed Expanded This policy is not a substitute for a Cyber insurance policy. However, it will deal with many of the ‘cyber’ liabilities that the internet and e-commerce have opened up, some of which include: - Costs of handling ‘cyber’ extortion where someone threatens to interfere with data or to disseminate customer records. - Claims for copyright, trade secret and other intellectual property infringements; - Defamation claims; - The risk of investigation by The Information Commissioner; - Claims and investigations for privacy and data breaches; - Computer fraud and funds transfer fraud losses caused by third parties; and - Costs of handling ‘cyber’ extortion where someone threatens to interfere with data or to disseminate customer records. ### Previous policy cover option Closed Expanded Changing management liability insurer is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The operational environment embraces existing and newly emerging areas of risk for LLPs. Many of the new and existing laws make no distinction between incorporated and unincorporated organisations. Fees for Intervention and Deferred Prosecution Agreements are recent examples of new laws, and LLP Regulations apply most of the provisions of The Companies Act to LLPs. The exposure to directors disqualification and insolvency, as well as health and safety and cartel activity are the same as limited companies too. More regulation means more allegations and investigations, which means insurance can play a vital role for LLPs. Employment practices claims (single claims, rather than multiple claims primarily for equal pay and holiday pay) have declined by 79% since the since the introduction of fees in 2013, and those for unfair dismissal almost halved. Whilst the impact of the change on fees was welcomed by employers, The Supreme Court decision in July 2017 on the abolition of the Employment Appeal Tribunal Fees Order 2013, will inevitably lead to an increase in activity at employment tribunals and a decline in the effectiveness of Early Conciliation. The biggest single factor continues to be where the employer has failed to follow process, not whether they are right or wrong. An anonymous whistle-blower suggested a LLP should investigate the conduct of a member of staff and the suspected use of a bogus courier firm. After an investigation, it was confirmed that the company was solely owned by 2 shareholders, which were the employee and her husband. Over 3,000 consignments with a value of over £350,000 were subsequently investigated, resulting in an identified loss of £170,000. This was a result of a combination of overcharging or charging for deliveries which never took place. Supplier and vendor fraud, including ‘ghost’ companies, are major sources of employee fraud. A straightforward controls framework around appointment of new suppliers would have extinguished the opportunity to perpetrate the fraud, and dual controls would have also mitigated the effects. The only good news is that insurance was in place to cover the loss (although the deductible was taken off the final settlement). Left unchecked over a period of time (in this case over 3 and a half years), overcharging for services rendered and charging for services that were never performed accrued to a significant and meaningful amount. More than 15 years after the introduction of the law allowing for the creation of LLPs, it is possible to identify patterns and themes. It is clear from claims evidence that managers of LLPs are within scope of many of the exposures routinely faced by directors and officers of private companies and must navigate a very similar litigation landscape. Although LLP numbers have plateaued at less than 2% of all formations at Companies House, they will continue to be exposed to a wide range of proceedings and investigations, often arising from unpredictable situations. --- ## Management Risks Insurance for Private Companies URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-private-companies/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to private companies to protect them against the escalating risks and costs facing these organisations: Protection of the assets of both the company and its managers is vital within an increasingly challenging operating environment. The financial and reputational risks facing private companies and their managers are growing in complexity and scale. The Management Risks Insurance package policy is an integrated solution for private companies and provides four important sections of cover, each with its own limit. This policy provides a quick and easy to place solution for private companies. ### Why do your clients need Management Risks Insurance? - Directors, officers and senior managers can be exposed to a broad spectrum of civil, criminal and regulatory actions, often involving hefty costs. Specialist lawyers do not come cheap. Depending on the nature of the allegations, hourly rates can be many hundreds of pounds. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - Keeping pace with change, accelerated by technology, exceeding customer expectations and growing a business profitably demand comprehensive risk management strategies. Insurance for the organisation itself is a key element of this. - According to the 2024 FraudTrack Survey from BDO, the value of reported UK fraud increased to £2.3bn in 2023, more than double the £1.1bn recorded in 2022 and the second largest annual fraud value recorded by BDO in 20 years. The true level of fraud is likely to be significantly higher, BDO has warned, as some organisations choose not to report the frauds they suffer (fewer than one in seven fraud offences are reported to the police). ### What does the policy cover? A comprehensive package policy providing cover for: - Directors and officers insurance; - Employment practices insurance; - Company insurance; - Employee Crime, Crime using Computers and Social Engineering Crime. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Consistent and experienced management; - Comprehensive and robust risk management strategies; - UK based organisations; - Organisations with strong checks and controls in place. ### Is there anything an underwriter wouldn’t insure? - Challenges exist on those trades characterised by higher hazard risk profiles and poorer historic experience than the average – financial institutions, Independent Financial Advisers and waste recycling companies are examples of this; - Overseas activity will introduce additional challenges, considerations and questions from an underwriter. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability policy sophistication has developed significantly in recent years and has strengthened the appeal to the buyer and their position in the event of a claim or investigation. The result is policy language which is clear and which evolves to accommodate the changing landscape and exposures faced by companies and their directors. ### Important cover for the company itself Closed Expanded The origin of the cover for the company as an extension to the D&O contract was founded on a simple principle, which was that most private companies were owner managed. Therefore, a loss that was suffered by the company was a parallel loss to the directors by virtue of their ownership interest. It is important to understand that the cover provided for the company by the insurance market is not as comprehensive as that provided to the directors by the D&O section of the policy. Some risks are simply operational or trading risks and not fortuitous, a key aspect of insurability. Nonetheless, the cover provided by this section can provide valuable protection in many areas and defence costs for a number of scenarios and for some regulatory actions. ### An additional limit of liability specifically for defence costs, in addition to many sophisticated policy features. Closed Expanded An additional limit specifically reserved for defence costs for directors and officers (defence costs are covered as part of the standard limit, but such limit includes all other loss). The policy is a high quality, well-crafted solution and includes enhancements in areas such as mitigation costs and pre-investigation expenses. ### Previous policy cover option Closed Expanded Changing management liability insurer is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? Rising regulatory risks remain one of the biggest challenges facing many businesses. Regulators come in various forms and sizes, depending on their scope and remit. According to The National Audit Office, there are more than 90 regulatory bodies in the UK with total expenditure close to £5 billion a year. Regulator risks are consistently raised as amongst the greatest concerns of directors of UK businesses with the number of claims based on regulatory prosecutions having risen sharply in recent years. Employment practice claims are on the increase and can be time consuming and expensive. Typically, defending a straightforward Employment Tribunal claim can cost anything between £8,000 and £12,000. For a more complex claim, say one that includes discrimination, these costs can quite easily rise above £20,000. Although fair and reasonable employers which have proper procedures in place will face more limited exposure to tribunal claims, employment practices liability cover helps for unexpected claims that may be brought. The potential impact of employee dishonesty can be damaging, and the risk is rising. The 2024 BDO FraudTrack Survey reported the value of UK fraud at £2.3 billion, which represents the second largest annual fraud value recorded since BDO started the survey in 2003 and a 104% increase on the previous year. Perpetrators developed new opportunities and reacted to a number of socio-economic and geopolitical factors (cost-of-living crisis, global supply chain issues, etc.). Rising energy bills, inflation and global supply chain cost increases elevated the financial pressure on large numbers of individuals and businesses and may have provided extra incentive for perpetrators to rationalise committing frauds. --- ## Management Risks Insurance for Third Sector Organisations URL: https://www.mprunderwriting.com/products/management-risks-insurance-for-third-sector-organisations/ Date: 2026-01-08 Type: Product MPR offers a financial lines package policy to protect the assets of third sector organisations against the risks associated with their operational environment. Life can be as complicated for third sector organisations and their managers and trustees as it is for commercial companies and their directors. Third sector organisations are also subject to the complexities of their own particular law and regulation, including the close scrutiny of The Charity Commission and other regulators. The Management Risks Insurance package policy is an integrated solution for charities and non-profit organisations and provides five important sections of cover, each with its own limit, delivering an easy to place management liability product. ### Why do your clients need Management Risks Insurance? - Many aspects of operations in the non-profit sector expose organisations and their managers, trustees and staff to civil, criminal and regulatory actions, involving potentially expensive legal costs. - Trustees are jointly and severally responsible and actions taken and agreements entered into by one or more trustees affect the others. - There is a risk of action by a wide range of parties, including employees, customers, beneficiaries, members, creditors, liquidators and regulatory bodies. - Good human resources practices can go a long way to mitigate exposures to claims by employees but cannot eliminate them completely. - The Annual Fraud Indicator puts the cost of fraud to the UK economy at £193 billion a year – that’s more than £6,000 per second. The third sector suffers to the tune of nearly £2 billion per year. ## What does the policy cover? A comprehensive package policy providing cover for: - Managers and trustees insurance; - Employment practices insurance; - Organisation insurance; - Employee Crime, Crime using Computers and Social; Engineering Crime; - Professional liability. ## What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit.Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Consistent and experienced management. - Comprehensive and robust risk management strategies. - UK and Ireland based organisations. - Organisations with good checks and controls in place, such as: - HR background checks and reference procedures; - written policies on discrimination, harassment, discipline and termination; - call back procedures for phone transfer requests; - structured procedures around bank account changes; - dual controls. ### Is there anything an underwriter wouldn’t insure? There will always be well managed organisations in areas with higher hazard characteristics, so much will depend on the risk management framework, but historically some of the more challenging themes have included: - High profile charities; - Religious organisations; - Royal Colleges; - Employment practices cover for higher education bodies (colleges, universities, academies, etc.); - Community health services and care homes; - Organisations that are exposed to the USA; - Government, ex-government or quasi-government organisations. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Management liability policy sophistication has developed significantly in recent years and has strengthened the position of the buyer in the event of a claim or investigation. The result is policy language which is clear and which evolves to accommodate the changing landscape and exposures faced by organisations and their managers and trustees. ### Important cover for the organisation itself Closed Expanded Where incorporation exists, cover can be provided for the separate legal entity. The law still lacks clarity on the question of whether unincorporated associations can be sued and the current law does not recognise the existence of such organisations as separate legal entities. This absence of legal personality has given rise to a variety of problems, highlighted in case law over many years, only some of which have been pragmatically or creatively resolved. However, it is common for legislation of a regulatory or compliance nature to provide expressly for its application to unincorporated associations, so a "body" may be defined as including an unincorporated association (without addressing the wider point of the lack of legal personality). Irrespective of incorporation, or interpretation of incorporation, this can be a valuable cover to have. It is important to understand that the cover provided for the organisation by the insurance market is not as comprehensive as that provided to the managers and trustees by that section of the policy. Nonetheless, the cover provided by this section can provide protection in many areas and defence costs for a number of scenarios and for some, but not all, regulatory actions. ### Cover for ‘cyber liabilities’ Closed Expanded This is not a Cyber insurance policy, much of the benefit of which lies in the breach response services that those policies provide. However, it will deal with many of the ‘cyber’ liabilities that the internet and e-commerce have opened up, some of which include: - Claims for copyright, trade secret and other intellectual property infringements; - Defamation claims; - The risk of investigation by The Information Commissioner; - Claims and investigations for privacy and data breaches; - Computer fraud and funds transfer fraud losses caused by third parties; - Costs of handling ‘cyber’ extortion where someone threatens to interfere with data or to disseminate customer records. ### Previous policy cover option Closed Expanded Changing management liability insurer is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The operational environment embraces existing and newly emerging areas of risk for third sector organisations. Many of the new laws make no distinction between incorporated and unincorporated organisations. Fees for Intervention and Deferred Prosecution Agreements are recent examples of this. Also, in the wake of several high profile scandals around fundraising controls, ineffective governance and financial failure, the need to restore confidence in the sector became more urgent. The Charities (Protection and Social Investment) Act 2016 handed more powers to issue warnings to charities and to suspend and disqualify trustees. More regulation means more allegations and investigations, which means insurance can play a vital role for charities and non-profit organisations. Employment practices claims (single claims, rather than multiple claims primarily for equal pay and holiday pay) have declined by 79% since the since the introduction of fees in 2013, and those for unfair dismissal almost halved. Whilst the impact of the change on fees was welcomed by employers, The Supreme Court decision in July 2017 on the abolition of the Employment Appeal Tribunal Fees Order 2013, will inevitably lead to an increase in activity at employment tribunals and a decline in the effectiveness of Early Conciliation. Academic studies suggest those working in the third sector are significantly happier than their counterparts in the private sector, due largely to an increased enjoyment of day-to-day activities, and a feeling of usefulness. Nonetheless, employment disputes are common and organisations in this sector do have HR and engagement issues, just like any other organisation. Some are particular to the environment, including the so called ‘love-love-sack’ relationship. This is where staff unite in the common cause, bad feedback is avoided, and when things go wrong, they can go horribly wrong. Perception is another challenge. Some staff may join third sector organisations because they see it as a soft option, or a wind down after a stressful career in the private sector, often not realising the demands may actually be greater. Consequently, third sector organisations continue to be well represented at employment tribunals. A long serving employee of a society responsible for the management of a water park was discovered to have been embezzling funds over an extended period of time. The fraud was only discovered after a loan had failed to be repaid, by which time over £660,000 had been taken. The likelihood of fraud is highest among the largest third sector organisations, with 20% having experienced fraud, but the overall figure stands at 7%. Social engineering fraudsters do not make any distinctions between the kind of organisations they target, and those in the third sector are as exposed as any other. The impact of fraud is keenly felt in a sector where even small amounts count. For organisations that suffer fraud, reputational damage and an inability to fund specific projects are some of the consequences. A letter of claim was sent to the eight directors of a golf club. The claimants alleged that the club had reneged on several key terms which were offered to them before becoming members, and that the rights of members had been eroded. The claimants accused the club and the directors of breach of contract and misrepresentation. The claimants also made allegations of breach of duty against the directors. Membership disputes and reputational matters feature heavily in the landscape of claims for clubs and associations. Cases are in evidence for brass bands, bridge clubs, residents’ associations, theatre groups, lodges and model boat clubs. Often the resolution sought is not financial, it is more about restoring reputation or correcting what some may see as unfair or inappropriate management or behaviour. In this particular case, of total loss costs of £95,000, £91,500 were defence costs. It is easy to believe that, because the third sector exists for ostensibly charitable or non-profitable objectives, that those in charge might be immune from challenge. However, this is not the case and they need to protect their assets in the same way commercial organisations elect to do so. Whether any perceived merit exists to a claim, defending it is usually unavoidable. --- ## Pension Liability Insurance URL: https://www.mprunderwriting.com/products/pension-liability-insurance/ Date: 2026-01-07 Type: Product MPR offers Pension Liability Insurance to those responsible for establishing, maintaining and managing employee pension and benefit plans. Pension liability insurance can provide peace of mind that, if something does go wrong, there is a product crafted specifically to accommodate the consequences. The insurance provides protection to all kinds of organisations against the risks arising out of what has always been a complex area. ### Why do your clients need Pension Liability Insurance? - Trustees play a vital role in the running of pension schemes and, although many are volunteers, they are required to act in a professional manner. The responsibilities placed upon them by pensions law and other legislation are onerous, and can be personal. - Exoneration will usually be allowed under the terms of a scheme, but the scheme will still be short of the funds which were used to stand behind that obligation to exonerate. These costs do not evaporate and must be displaced somewhere, typically to the fund or the employer. - Pensions have always been complicated and the law surrounding them has been constantly evolving for many years. Navigating the changes and making sure knowledge and scheme arrangements are up to date is a constant challenge. The purchase of a properly drafted insurance policy can be a cost-effective means of protecting members benefits, individual trustees, the sponsoring employer, pension managers and internal administrators from losses resulting from claims. ### What does the policy cover? - The purpose of the policy is to insure pension schemes and other benefit plans, trustees thereof, corporate trustees, companies, directors, officers and employees for wrongful acts, errors or omissions in respect of the operation of benefit plans and representation costs in benefit plan-related investigations of them by regulators. - The policy will cover loss resulting from covered claims against covered parties alleging wrongful acts, error or omission, misstatement, neglect, breach of duty, breach of trust and maladministration. ### What limits are available? Up to £5 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with consistent and experienced management. - Adequately funded schemes. - Long standing relationships with professional advisers. - In-house administrators. ### Is there anything an underwriter wouldn’t insure? - Schemes that have experienced a high turnover of advisers may suggest an underlying issue in need of further investigation. - Schemes that are in assessment for the Pension Protection Fund, or employers that are in an insolvency procedure are unlikely to to be insurable. - Underwriters will exercise caution around aspects such as changing investment strategies and persistent late payment of contributions. ## Features View all Hide all### Broad definition of insured including corporate trustees, employers, constructive trustees, directors and officers of employers Closed Expanded Confining the benefit of insurance to trustees only would limit the value of the cover. An exoneration or indemnity may be given by the scheme or the sponsoring employer company and this will certainly help to deflect liability from the trustees in some cases. However, in other scenarios the claim may be made against another party involved in the operation of the scheme. Additionally, the deflected liability of the trustee has to land somewhere. Having a broader definition of who is insured helps to accommodate claims against trustees that succeed, those that are indemnified where the costs are directed elsewhere and those claim that are not made against trustees in the first place. ### Flexible language to cope with ongoing changes Closed Expanded Very few things stand still for long, and pensions are no exception. A benefit of pension liability insurance is that it can accommodate many of the changes that take place automatically. Even if a scheme winds up, there will nonetheless be cover with respect to that scheme for wrongful acts prior to and after, and (as concerns investigations) conduct prior to and after, the start of winding-up. ### Service Provider Pursuit Costs Closed Expanded Sophistication of pension liability insurance has increased over recent years. Exclusions have been removed and extensions developed to make the product more attractive. Service Provider Pursuit Costs are an example of this. Where evidence exists that mistakes have been made by advisers to a scheme, the possibility now exists to fund a negligence claim by a call on this extension under the policy. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? Trustees of a fund issued a pre-action protocol letter to two retired trustees alleging that they made defective investment decisions when they moved the fund assets from one insurer to another. Although the retired trustees had taken advice from pension consultants at the time, it was nonetheless alleged that what they had done constituted a breach of their contractual, tortious and fiduciary obligations to the pension scheme and beneficiaries. The funds performed disastrously and almost £3,000,000 was wiped off the value of the assets. Whether or not an exoneration provision exists, trustees are unable to hold themselves harmless for negligence which involves a breach of duty to take care or exercise skill in the performance of investment functions, an area where much of a trustee’s duty lies. In any event, because of the administration of the employer, and the diminution in assets of the fund, any potential exoneration had no underlying assets to back it up. The fact that advice had been taken provided little protection. A finding in recent Pension Regulator research highlighted that smaller schemes were less able to challenge advice and, had that happened in this case, the outcome might have been different. The evolution of pension liability policies has led to the removal of ‘insured versus insured’ exclusions, so this claim was within the scope of the policy. The Pensions Regulator asked a sponsoring employer to provide a report on the backlog of contributions since auto-enrolment. The Regulator also asked for an explanation confirming how the backlog came about and what remedial plans were in place. The sponsoring employer engaged the scheme lawyers to avoid any possible sanctions being imposed. Understandably, pension liability insurance will have terms which prevent the payment of contributions that the sponsoring employer is obliged to make. Notwithstanding this, it is typical for defence costs associated with these kinds of claims to be paid. A common feature of pension liability claims is the accuracy of data and regular data health checks are a strong loss prevention measure. Other issues which have given rise to problems and potential liabilities include: - discrepancies between scheme documentation and administration practice. - incorrect formulas used for calculating benefits; - interpretation of trust deeds; - misapplication of scheme rules; - early retirement and ill-health disputes; - accounting irregularities; - choices of investment funds in defined contribution schemes; - administration errors; - misrepresentations by trustees; and - discrepancies between scheme documentation and administration practice. A pension scheme member complained that he had been treated as an incorrect class of member for tax purposes. The member was of the view that the sponsoring employer had made a promise to him that he would be part of this specific class that was more beneficial to him, given his years of service. The member took the matter to The Pensions Advisory Service, who agreed with the trustees that no evidence existed to support the member’s assertions. As in many other walks of life, allegations need to be defended and professional advice can be expensive. The costs in this case, whilst not excessive at £25,000, would have to be borne by the fund because of the operation of the exoneration clause. So, whilst the trustee was shielded from any personal costs, the scheme, and ultimately the employer, would have had to make that amount whole if insurance was not in place. --- ## Pension Wind Up Liability Insurance URL: https://www.mprunderwriting.com/products/pension-wind-up-liability-insurance/ Date: 2026-01-07 Type: Product MPR offers Pension Wind Up Liability Insurance to trustees responsible for the winding up of employee pension and benefit plans. As more trustees and employers consider buying-out their pension scheme’s liabilities, the question of whether the trustees retain any residual risk is an important one. Pension Wind Up Liability Insurance can provide peace of mind that, if something does go wrong, there is a product crafted specifically to accommodate the consequences. ### Why do your clients need Pension Wind Up Liability Insurance? - Trustees play a central role in the running of pension schemes and the obligations placed upon them by pensions law and other legislation can be onerous. - The responsibility to ensure members are traced lies with the trustees. - A statutory indemnity might be available but this is not certain and it might need a court to decide if a trustee ought to be excused for any breach of trust. - Exoneration provisions or sponsoring employer indemnities may exist but they may not endure and cannot be guaranteed. These provisions will also not apply to claims by third parties or in respect of investment management, which is where much of the duty of a trustee lies. Moreover, to get to the stage where any of this can be established may involve significant time and expense. ### What does the policy cover? - The purpose of the policy is to insure pension scheme trustees and corporate trustees (if applicable) for wrongful acts, errors or omissions in respect of the winding up of a pension scheme. - The policy will cover loss resulting from covered claims alleging wrongful acts, error or omission, misstatement, neglect, breach of duty, breach of trust and maladministration, some of which might include: - disputes about the maintaining of membership data and records; - incorrect quotations; - unresolved equalisation issues; - delays in transfer and payments of benefit assets; - misapplication of scheme rules; - failure to review investments; - failure to pay benefits in the correct order of priorities on wind up; - failure to identify beneficiaries of the scheme. ### What limits are available? Up to £10 million for the policy period (up to 15 years). [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with adequately funded schemes. - Long standing relationships with professional advisers. - In-house administrators. ### Is there anything an underwriter wouldn’t insure? - Schemes that are in assessment for the Pension Protection Fund, or employers that are in an insolvency procedure, are unlikely to be insurable. ## Features View all Hide all### Exoneration and indemnity Closed Expanded Courts have confirmed that exoneration clauses can survive the winding-up of a scheme. If it does survive, the courts have made it clear that, regardless of the express wording of the exoneration clause, they will not interpret such clauses as allowing trustees to act in bad faith or recklessly. Furthermore, an indemnity from the assets of the scheme might not be of assistance once the winding-up of the scheme has been completed because few assets may remain. Although the position is not entirely clear, there are strong grounds for arguing that an indemnity from an employer would survive the expiration of the trusts of the scheme on its winding-up. The trustees may therefore seek a specific indemnity from the employer as part of the winding-up process in the deed of termination and wind up resolution. Either way, there is no certainty how long any indemnity will last or how good it might be. Acquisitions, insolvencies and other unforeseen events may interfere over the long term and Wind Up Liability Insurance can provide certainty. ### Who to sue? Closed Expanded In an ongoing scheme, or one which has ceased future accrual, this is more obvious and the trustees may avoid liability. In a wind up situation, if there is a claim or allegation that a mistake was made, or that a beneficiary was overlooked, there is often nowhere to go other than the trustees. ### When to sue? Closed Expanded The statutory limit within which a claim can be brought is 12 years. This is a long time to have rely on other mechanisms to step in if a claim materialises. Policy periods under wind up insurance can match the limitation for claims under trust. ### Statutory discharge and certainty Closed Expanded On wind up, trustees may seek to obtain a statutory discharge from liability. If the correct procedural steps are taken, there is no obvious reason why trustees should not be able to obtain this, although the extent to which it would protect trustees is not at all clear. There can be tensions between trustees taking pragmatic and proportionate decisions and the desire to protect themselves from future legal challenge. Some protection exists in theory, but it is often the responsibility of the trustees to persuade a court that they acted honestly and reasonably and ought to be relieved of liability. This journey can be uncertain and costly and could be one of the reasons The Pensions Regulator suggests that: “Trustees may also wish to consider taking out individual indemnity insurance.”. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? The pension wind up liability landscape is not littered with loss examples in the way that other financial lines classes are. However, cases do exist to show the extent of the risk: 32 people were transferred into a scheme from a plan operated by another group employer. When the scheme was wound up, these members were overlooked and did not receive their benefits. Once the oversight came to light, a claim was made on the pension wind up insurance, which included cover for overlooked beneficiaries. The insurance covered the benefits due to 19 of those overlooked beneficiaries for whom provision had to be made. The final settlement amount was over £1million. This case made the importance of accurate and up to date records crystal clear if trustees seek to rely on the protection afforded by section 27 of The Trustee Act 1925 (protection of trustees from claims from unknown claimants who may appear after a scheme has been wound up). Where a beneficiary is known to have existed, but has been overlooked, then section 27 cannot offer protection. Proven breach of trust cases against trustees are rare. However, in common with all other liability lines, allegations have to be defended. There is no doubt that insurance can play a vital role in providing the certainty that is required during the winding up of a pension scheme and, in many situations, insurance is likely to be the trustees’ best means of protection. --- ## Private Equity and Venture Capital Insurance URL: https://www.mprunderwriting.com/products/private-equity-and-venture-capital-insurance/ Date: 2026-01-07 Type: Product MPR offers a financial lines package policy to protect the assets of private equity and venture capital organisations against the risks associated with their operational environment. Life can be as complicated for private equity and venture capital management organisations and their managers as it is for commercial companies and their directors. Private equity and venture capital companies are also subject to the complexities of their own particular law and regulation, including the close scrutiny of Financial Conduct Authority and other regulators. The package policy is an integrated solution for private equity and venture capital management organisations and provides four important sections of cover, each with its own limit, delivering an easy to place management liability product. ### Why do your clients need Private Equity and Venture Capital insurance? - Many aspects of operations in the private equity and venture capital sector expose organisations and their directors, their officers, and staff to civil, criminal and regulatory actions, involving potentially expensive legal costs. - Directors can be jointly and severally responsible and actions taken and agreements entered into by one or more directors affect the others. - There is a risk of action by a wide range of parties, including employees, customers, members, creditors, liquidators and regulatory bodies. - The Annual Fraud Indicator puts the cost of fraud to the UK economy at £193 billion a year – that’s more than £6,000 per second. ### Why do your clients need D&O insurance? - The number of potential offences continues to rise as new and existing legislation develops. A wide range of parties who might act against directors and officers include employees, shareholders, customers, creditors, liquidators, competitors and regulatory bodies. - Directors and officers have often done very little wrong, and sometimes nothing wrong at all. An average of 65% of D&O loss spend is consumed by defence costs, evidencing significant expense to fend off all kinds of accusations. - Specialist lawyers do not come cheap. Depending on the nature of the allegations, hourly rates can be many hundreds of pounds. ### Why do your clients need Professional Liability insurance? - Professional service firms owe a duty of care to third parties. This, coupled with an increased awareness of legal rights and remedies, means that protecting the assets and reputation of an organisation is vital. - However diligent an organisation, mistakes are possible and protection is required from third party claims alleging negligence or for other legal liabilities. - Even when a firm has done nothing wrong, disputes can occur and problems can quickly intensify, leading to escalating defence and settlement costs. - Professional service firms rely heavily on their reputation and a poorly handled PI claim can have a negative impact. Having the expertise and resources to assist from start to finish should not be underestimated. - Inceasingly, clients of organisations are now requiring their professional service firms to carry PI insurance. Evidencing a quality product is important and may even be a marketing advantage when competing for business. ### Why do your clients need Crime insurance? - The Annual Fraud Indicator puts the cost of fraud to the UK economy at £193 billion a year – that’s more than £6,000 per second. The private sector accounts for £144 billion of this, with £8 billion disappearing to payroll fraud, and £127 billion lost to procurement fraud. - The average organisation loses approximately 6% of its total annual revenue to fraud and abuse committed by its own employees. ### What does the policy cover? A comprehensive package policy providing cover for: - Directors & officers insurance; - Professional liability insurance; - Entity investigation expenses; - Crime insurance. ### What limits are available? Your clients can choose the limits they need for each area of exposure as each section has a separate limit. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Well established organisations with stable, consistent and experienced management. - Comprehensive and robust risk management strategies. - UK and Ireland based organisations. - Organisations with good checks and controls in place, such as: - Compliance; - Investment controls; - Due diligence procedures. ### Is there anything an underwriter wouldn’t insure? - There will always be well managed organisations in areas with higher hazard characteristics, so much will depend on the risk management framework, but historically some of the more challenging themes have included: - Unusual or high risk investment strategies; - A high proportion of cross border or overseas exposures; - Very large risks. ## Features View all Hide all### Comprehensive and constantly improving cover Closed Expanded Private equity and venture capital policy sophistication has developed significantly in recent years and has strengthened the position of the buyer in the event of a claim or investigation. The result is policy language which is clear and which evolves to accommodate the changing landscape and exposures faced by organisations and their managers. ### Worldwide coverage, including the USA Closed Expanded For some claims, it may not matter where the work was done, the exposure can be global – our policy is not restricted by geographical or jurisdictional cover, regardless of where the work is carried out or where the claim is made. ### Mitigation costs Closed Expanded Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having mitigation costs allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A portfolio company with its own board of directors, included a private equity firm partner. The company became insolvent and was taken over by a liquidator in order to dispose of its assets. During this process the liquidator discovered issues with the financial reporting, believing reports had been falsified to conceal the true financial position. The liquidator sued the board of the portfolio company for fraudulent misrepresentation. A venture capital firm invested in two different portfolio companies who were competitors in the same industry sector. Over time, one company consistently outperformed the other. When the more successful portfolio company was sold for a substantial profit, the management of the remaining portfolio company issued proceedings against the venture capitalist and its representative board director. The allegations were of mismanagement, breach of confidentiality and intellectual property breaches. Following a successful seed investment in a portfolio company, a venture capital fund sold the asset. Post sale, the acquirers raised concerns about the true financial position of the portfolio company. The acquirer sued all previous directors of the portfolio company (including the bord representative of the venture capitalist) and the venture capital fund itself. The claim was for misrepresentation of the financial position during the sale/purchase process and several million pounds was sought to rectify the position. --- ## Professional Indemnity Insurance for Property Professionals and Surveyors URL: https://www.mprunderwriting.com/products/professional-indemnity-insurance-for-property-professionals-and-surveyors/ Date: 2026-01-07 Type: Product MPR offers Professional Indemnity (PI) insurance to Property Professionals and Surveyors to protect against damages and defence costs arising from their professional services. The PI insurance policy addresses the spectrum of risks and dangers that Property Professionals and Surveyors face when carrying out their professional business activities. It provides comprehensive cover, incorporating design developments to accommodate many of the newly emerging litigation trends and themes, to meet the needs of organisations that provide professional services in the property sector. ### Why do your clients need PI insurance? - PI cover is compulsory for all members of the Royal Institute of Chartered Surveyors (RICS), and many professional bodies in the property sector require PI to be purchased by their members or emphasise the importance of maintaining PI insurance. - Regardless of compulsory requirements, all professional service firms owe a duty of care to third parties. This, coupled with an increased awareness of legal rights and remedies, means that protecting the assets and reputation of an organisation is very important. - Even the most experienced and respected firms are not immune from making mistakes and protection is required from third party claims alleging negligence, and other legal liabilities. - Property professionals may also find themselves embroiled in a claim even when they may have done nothing wrong, particularly on contracts with multiple parties. Disputes can quickly intensify, leading to escalating defence and settlement costs. - Protection is in the interests of both the professional firm and their clients. Evidencing a good quality insurance product is important and may even be a marketing advantage when competing for contracts. ### What does the policy cover? - The purpose is to insure an organisation for defence costs and legal liability arising out of their business activities including, but not limited to, liability for: - breach of professional duty; - any form of defamation; - intellectual property infringement. - Also, to insure them for costs incurred in: - investigations into them by regulators and other authorities; - defending a criminal proceeding; - ombudsman awards; - replacing or restoring documents. - The policy will also provide mitigation costs, which are designed to rectify any wrongful acts before they result in a claim against an organisation. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with good qualifications and experience. - Established businesses that have been operating for more than three years. - Total contract values comparable to the size of the organisation. - Lower property/building values in relation to property management/valuation work. - Limited use of sub-contractors. - UK or European based organisations. ### Is there anything an underwriter wouldn’t insure? - Some property activity is exposed to more risk. Underwriters exercise a more cautious approach to activities in higher risk industry sectors. - Underwriters are also more cautious of businesses with higher risk surveying activity (hazardous materials, mineral, hydrographic) or those with a higher exposure to third party bodily injury or property damage. - MPR will not insure firms with an exposure (current or historical) to valuations for lending purposes. ## Features View all Hide all### RICs Minimum Terms and Conditions (MTC) Closed Expanded The Royal Institute of Chartered Surveyors sets the MTC for the level of PI required for their members and the MPR policy has a condition that allows these to take precedence over any terms, conditions and exclusions less favourable to the insured organisation. However, the policy is written in MPR’s own format and contains benefits not offered by many insurers, who simply adhere to the MTC. ### Better than RICS MTC (1) Mitigation Costs Closed Expanded Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having mitigation costs (including fee dispute settlement) allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ### Better than RICS MTC (2) No Insolvency Exclusion Closed Expanded An insolvency exclusion is a feature in some policy forms. If an insured organisation enters a bankruptcy or insolvency proceeding, the PI cover will continue until the end of the policy period (for wrongful acts occurring before the insolvency). ### Better than RICS MTC (3) no limitation on Collateral Warranty Assignments Closed Expanded Common in the property and construction world, collateral warranties carry obligations to additional third parties (beyond the original client), ensuring duties have been fulfilled to professional standards. It is important the insurer recognises these are not to be treated in the same way as other contractual terms and also does not limit the amount of times they can be assigned. ### Better than RICS MTC (4) 100% of costs paid for Investigation and criminal proceedings Closed Expanded Many insurers follow the RICS MTC and only offer 80% of the costs and expenses of proceedings or legal representation costs (with the insured picking up the other 20%). MPR offer 100%, so the insured is not left footing part of the bill. ### Deductible not applicable to defence costs Closed Expanded Property professionals can become entangled in problems on contracts, particularly where there are multiple parties involved. Allegations will need to be defended, and having access to claims and legal experts is important. This allows the business to continue as usual, with the peace of mind of knowing that they won’t be out of pocket unless, and until, there is a settlement. ### Ombudsman awards Closed Expanded When complaints occur, organisations can also be examined by an ombudsman with the power to issue compensatory awards. The insured organisation has the protection for any awards or additional costs made by any ombudsman (provided it comes from a claim arising out of their business activity). ### No cyber exclusions in the policy Closed Expanded Particularly relevant to the property and construction industry with the increasing use of Business Information Modelling (BIM). BIM uses a single system of computer models for all parties and is intended to offer savings in cost and time, as well as greater accuracy in estimation, and reduction of errors, alterations and rework. Cyber exclusions can create ambiguity should a PI claim arise. ### Free trouble-shooting legal advice Closed Expanded The policy provides direct access to an award-winning law-firm (specialising in PI Insurance) for 60 minutes of free consultation on each separate PI related matter. It doesn’t have to be a potential claim, it could just be a situation that needs some assistance. This access to partner level advice doesn’t constitute notification to the insurer, so the policyholder will have peace of mind that it will not be regarded as a claim or circumstance. ### Previous policy cover option Closed Expanded Moving PI insurance carrier is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A quantity surveying firm was appointed on a retail redevelopment project to provide consultancy and cost calculations with the aim of minimising the potential project overspend, whist still achieving the required standards of quality. Unfortunately, mistakes were made leading to an under-estimate of materials required. A typical error for a quantity surveyor and one that can have knock-on effects. The miscalculation meant that there was insufficient cash flow for the next stage of the project and work ground to a halt while the project manager began the process of additional funding. Thankfully, this was quickly secured, but a claim was brought against the quantity surveyor and settled for £50,000, plus £25,000 defence costs. A property manager was responsible for the maintenance of the communal area of a block of flats. Two of the residents had contacted the insured organisation to complain of a broken front door step. Due to a busy holiday season the property manager failed to instruct the repairs and a tenant subsequently tripped and broke their ankle. There are often cross-overs with public liability and professional indemnity, particularly with property managers and their responsibilities around personal injury. In this instance it was decided that the property manager had not taken reasonable steps to avert the accident despite having considerable time to do so at minimal expense, and the injury was a direct result of their negligence. The tenant sued for personal injury citing pain, physical suffering and emotional distress. The claim settled for £15,000. An estate agent advertised and assisted in the sale of a 5-bedroom property for £950,000. Following the sale, the purchaser discovered that the 5th bedroom (a converted attic) did not have building regulation approval (to be classified as a bedroom at least half of the ceiling must be at least 7 feet tall). The Property Misdescriptions Act (1991) clearly states the need to provide accurate property descriptions and the duty of care owed by agents as 'property professionals'. In this case the purchaser’s solicitors brought a claim of misrepresentation against the estate agent and were looking for substantial costs so that the attic could undergo significant modification to be officially signed off. The total cost was comfortably over 5 figures. --- ## Professional Indemnity Insurance for Architects & Engineers URL: https://www.mprunderwriting.com/products/professional-indemnity-insurancefor-architects-engineers/ Date: 2026-01-05 Type: Product MPR offers Professional Indemnity (PI) insurance to architects and engineers to protect against damages and defence costs arising from their professional services. The PI insurance policy addresses the spectrum of risks and dangers that architects and engineers face when carrying out their business activities. It provides comprehensive cover, incorporating design developments to accommodate many of the newly emerging litigation trends and themes, to meet the needs of organisations that provide architectural and engineering services. ### Why do your clients need PI insurance? - PI cover is compulsory for all members of the Royal Institute of British Architects (RIBA), and many professional engineering bodies emphasise the importance of maintaining PI insurance. - Regardless of compulsory requirements, all professional service firms owe a duty of care to third parties. This, coupled with an increased awareness of legal rights and remedies, means that protecting the assets and reputation of an organisation is very important. - Even the most experienced and respected firms are not immune from making mistakes and protection is required from third party claims alleging negligence, and other legal liabilities. - Architects and engineers may also find themselves embroiled in a claim even when they may have done nothing wrong, particularly on contracts with multiple parties. Disputes can quickly intensify, leading to escalating defence and settlement costs. - Protection is in the interests of both the professional firm and their clients. Evidencing a good quality insurance product is important and may even be a marketing advantage when competing for contracts. ### What does the policy cover? - The purpose is to insure an organisation for defence costs and legal liability arising out of their business activities including, but not limited to, liability for: - breach of professional duty; - any form of defamation; - intellectual property infringement. - Also, to insure them for costs incurred in: - investigations of them by regulators and other authorities; - defending a criminal proceeding; - ombudsman awards; - replacing or restoring documents. - The policy will also provide mitigation costs, which are designed to rectify any wrongful acts before they result in a claim against an organisation. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with good qualifications and experience. - Tried and tested methods and procedures within their business activities. - Established businesses that have been operating for more than three years. - Total contract values comparable to the size of the organisation - Limited use of sub-contractors. - UK or European based organisations. ### Is there anything an underwriter wouldn’t insure? - Some architectural and engineering activity is exposed to more risk. Underwriters exercise a more cautious approach to activities in higher risk industry sectors (industrial, oil and gas, infrastructure). - Underwriters are also more cautious of businesses with civil/structural work, surveying activities or those with a higher exposure to third party bodily injury or property damage. - Innovative technology or design is not often tried and tested, so underwriters may want to understand processes in greater detail. ## Features View all Hide all### Deductible not applicable to defence costs Closed Expanded Architects and engineers can become entangled in problems on contracts, particularly where there are multiple parties involved. Allegations will need to be defended, and having access to claims and legal experts is important. This allows the business to continue as usual, with the peace of mind of knowing that they won’t be out of pocket unless, and until, there is a settlement. ### Ombudsman awards Closed Expanded When complaints occur, organisations can also be examined by an ombudsman with the power to issue compensatory awards. The insured organisation has the protection for any awards or additional costs made by any ombudsman (provided it comes from a claim arising out of their business activity). ### No insolvency exclusion Closed Expanded An insolvency exclusion is a feature in some policy forms. If an insured organisation enters a bankruptcy or insolvency proceeding, the PI cover will continue until the end of the policy period (for wrongful acts occurring before the insolvency). ### Collateral warranty cover Closed Expanded Common in the construction world, collateral warranties carry obligations to additional third parties (beyond the original client), ensuring duties have been fulfilled to professional standards. It is important the insurer recognises these are not to be treated in the same way as other contractual terms and also does not limit the amount of times they can be assigned. ### Mitigation costs Closed Expanded Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having mitigation costs (including fee dispute settlement) allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ### No cyber exclusions in the policy Closed Expanded Particularly relevant to the construction industry with the increasing use of Business Information Modelling (BIM). BIM uses a single system of computer models for all parties and is intended to offer savings in cost and time, as well as greater accuracy in estimation, and reduction of errors, alterations and rework. Cyber exclusions can create ambiguity should a PI claim arise. ### Free trouble-shooting legal advice Closed Expanded The policy provides direct access to an award-winning law-firm (specialising in PI Insurance) for 60 minutes of free consultation on each separate PI related matter. It doesn’t have to be a potential claim, it could just be a situation that needs some assistance. This access to partner level advice doesn’t constitute notification to the insurer, so the policyholder will have peace of mind that it will not be regarded as a claim or circumstance. ### Previous policy cover option Closed Expanded An insured cannot be forced to settle a claim if they choose not to. A ‘Hammer Clause’ (where the insurer will not be liable for any additional monies required to settle the claim from the point after the insurer makes the settlement recommendation) is not a feature in the policy. Moreover, an insured can settle their own claim if the total loss falls within their deductible amount. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A well-established architect was engaged to refurbish a high-end retail store. With the clients input, the architect decided on a timber flooring, which was laid by specialist contractors. Six months later, during an unusually hot summer, the flooring started to warp causing customers to trip. It was deemed unsafe and the only option was to replace the entire floor. The retailer brought a claim against the architect for financial loss due to the closure of the department and the injury of a customer. It was actually the specialist contractor that made the mistake (as they hadn’t allowed for expansion) but they carried out the work on the architect’s behalf, so they were covered by the policy. The settlement figure was more than six-figures for the floor and £5,000 for a bodily injury claim. An architect designed a new house for a wealthy client, who were pleased with the design. However, during the construction phase, problems occurred with the builder, creating a delay and incurring extra costs. The problem here was not with a house design error, but with the additional project management services that the architect took on. They had failed to carry out thorough site inspections and hadn’t identified that the builder had been covering up a problem. The client was unhappy with the additional costs and threatened to bring a substantial claim. The issue was resolved quickly, utilising the mitigation costs provided by the policy to keep the project on track and prevent the larger claim. Although the amount paid was only £25,000, it saved a potentially much larger possible amount, as well as valuable time. A heating and ventilation engineer was engaged on a hotel refurbishment project to calculate the air conditioning system requirements. Unfortunately, the calculations were wrong, so the changes that were consequently made were inadequate. The hotel had to purchase additional air conditioning equipment in the short-term and then the services had to be re-performed. This is an example of a simple mistake that can happen to anyone. As a result of the mistake, the hotel had to close for a week while the extra units were installed. A claim was made for monetary compensation, consisting of lost booking revenues, additional equipment for the short-term solution and for reputational damage. The overall settlement and costs amounted to over £250,000. --- ## Professional Indemnity Insurance for Media Companies URL: https://www.mprunderwriting.com/products/professional-indemnity-insurance-for-media-companies/ Date: 2026-01-05 Type: Product MPR offers Media PI insurance to organisations to protect against damages and defence costs arising from content exposures and professional services. The Media PI insurance policy addresses the spectrum of risks and dangers that organisations face when conducting business and media activities. It provides comprehensive cover, incorporating design developments to accommodate many of the newly emerging litigation trends and themes, to meet the needs of organisations that provide multidisciplinary services and content. ### Why do your clients need Media PI insurance? - However diligent an organisation, mistakes are possible and society is increasingly litigious. Claims for defamation, copyright infringement, invasion of privacy and negligence are commonplace. - Media is effortlessly accessible, easy to use and widespread, with no geographical boundaries. Trends are emerging for riskier and more eye-catching content with an emphasis on speed over accuracy. - Disseminating information in the modern world is fraught with danger and open to potentially devastating media liability claims that can destroy reputations and balance sheets. Increasing amounts of organisations are now required to carry Media PI insurance. Evidencing a quality product is important and may even be a marketing advantage when competing for business. ### What does the policy cover? - The purpose is to insure an organisation for defence costs and legal liability incurred arising out of their media and business activities including, but not limited to, liability for: - breach of professional duty; - any form of defamation; - intellectual property infringement; - breach of confidence. - Also, to insure them for costs incurred in: - investigations of them by regulators and other authorities; - defending a criminal proceeding; - replacing or restoring documents. - PR and crisis costs following a claim. - The policy will also provide mitigation costs, which are designed to rectify any wrongful acts before they result in a claim against an organisation. ### What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially stable media organisations with consistent and experienced management and with well-established media and business activities. - Businesses that have been operating for more than three years and who have innocuous content exposure and solid clearance procedures. - UK or European based organisations. ### Is there anything an underwriter wouldn’t insure? - Some media activities carry a greater risk. Underwriters will therefore exercise a more cautious approach to those organisations involved in contentious content or those with poor control procedures. - Companies involved in higher risk areas such as advertising in tobacco or pharmaceuticals, licensing music or controversial productions will also find underwriters seeking to understand the business activities and prior experience to get a better feel for the nature of the risk. ## Features View all Hide all### Worldwide coverage, including the USA Closed Expanded These days, media content has no geographical boundaries and claims can emanate from anywhere in the world. Policies with geographical restrictions will create uncertainty for the purchaser. ### Professional Services included as standard Closed Expanded Many media firms also provide professional services as part of their work. Having the ability to include these as standard means that the client has comprehensive cover for their multidisciplinary work. Other insurers may have the capacity to add this by endorsement, but then bring in additional exclusions and questions. In the MPR Media PI Policy, both media and business activities are defined in simple and clear language to ensure that there is clarity on what is covered, further removing any ambiguity. ### Mitigation Costs and Withdrawal Costs Closed Expanded Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having Mitigation Costs (including fee dispute settlement) and Withdrawal Costs (costs to remove publications) allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ### Previous policy cover option Closed Expanded Moving Media PI insurance carrier is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ### PR and Crisis Costs Closed Expanded Sometimes a claim can have consequences beyond the financial loss. MPR provide a sub-limit as standard to cover the costs of a PR and/or Crisis Consultant to limit any further damage to the business operations or reputation, following a claim. ### Broad definitions and ‘All Risks’ cover Closed Expanded Definitions make a difference and can be particularly important on ‘Media Activities’, ‘Matter’ and ‘Claim’, for example. The policy is also providing ‘All Risks’ cover (i.e. not on a ‘named perils’ basis) to ensure that there are no gaps in the language. ### Freedom to select law firm Closed Expanded Within the media world, clients often have existing legal relationships. The policy recognises this by allowing the insured to appoint their own lawyers. Also, the insured has the freedom to choose whether to retract their published content and also will not have their rights compromised if they refuse to reveal the identity of confidential sources. ### Free trouble-shooting legal advice Closed Expanded The policy provides direct access to an award-winning law-firm (specialising in PI Insurance) for 60 minutes of free consultation on each separate Media or professional service related matter. It doesn’t have to be a potential claim, it could just be a situation that needs some assistance. This access to partner level advice doesn’t constitute notification to the insurer, so the policyholder will have peace of mind that it will not be regarded as a claim or circumstance. ### Flexibility in settlement - no ‘Hammer Clause’ Closed Expanded An insured cannot be forced to settle a claim if they choose not to. A ‘Hammer Clause’ (where the insurer will not be liable for any additional monies required to settle the claim from the point after the insurer makes the settlement recommendation) is not a feature in the policy. Moreover, an insured can settle their own claim if the total loss falls within their deductible amount. ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A well-established radio broadcaster reported on a news story and wrongly identified an unconnected person as the criminal. They also covered the story substantially on their website and twitter feed. The individual sued for defamation and emotional distress by proving the radio station had caused him serious harm. Unfortunately, despite a swift apology and retraction, the multiple social media exposure inflated the settlement to a six-figure sum with substantial costs. As part of an advertising campaign a design company was asked to provide not only the content, but was also consulted on the potential demographic, and which advertising slots to pick. The campaign failed to generate the anticipated sales and the client made a claim against the insured for compensation. The claim attached to the professional advice that the insured had given in relation to the media buying. They made a mistake with the TV slots they advised upon and the campaign failed to reach the target demographic. As is quite common, had the non-media activities not been covered, the claim could have been denied because it wasn’t relating to the media activity. This shows the importance of ensuring the non-media activities are covered too. The claim was settled for a five-figure sum. A television producer developed a new, mid-week, gameshow with a quirky catchphrase and jingle. After launching on cable television, an individual contacted the broadcaster to advise they had written to the producer a year before with the same idea, catchphrase and jingle. The individual attempted to bring a claim for misappropriation of his idea. The producer was adamant that they had developed the idea in-house, but the costs quickly accrued as they defended themselves. Unfortunately, their internal controls didn’t extend to a process for dealing with unsolicited submissions (such as stating that submitted ideas become the property of the producer upon submission, or that the ideas can be used in any manner or form and that the company may use the idea without payment). The claim was eventually dismissed, but not before £25,000 defence costs were incurred. --- ## Professional Indemnity Insurance for Specialists URL: https://www.mprunderwriting.com/products/professional-indemnity-insurance-for-specialists/ Date: 2025-12-17 Type: Product MPR offers Specialist PI insurance to organisations to protect against damages and defence costs arising from their professional services. This Cyber insurance policy offers integrated insurance and vendor-led solutions to protect and assist organisations following a Cyber Event. It provides immediate incident response within the crucial first few hours and coordinates the necessary services and resources at a time of need. A Cyber Event is likely to be one of the most testing times for any organisation and responding quickly, and correctly, is vital. The PI insurance policy addresses the spectrum of risks and dangers that organisations face when carrying out their business activities. It provides comprehensive cover, incorporating design developments to accommodate many of the newly emerging litigation trends and themes, to meet the needs of organisations that provide professional services. ## Why do your clients need Specialist PI insurance? - Professional service firms owe a duty of care to third parties. This, coupled with an increased awareness of legal rights and remedies, means that protecting the assets and reputation of an organisation is very important. - However diligent an organisation, mistakes are possible and protection is required from third party claims alleging negligence or for other legal liabilities. - Even when a firm has done nothing wrong, disputes can occur and problems can quickly intensify, leading to escalating defence and settlement costs. - Professional service firms rely heavily on their reputation and a poorly handled PI claim can have a negative impact. Having the expertise and resources to assist from start to finish should not be underestimated. - Increasingly, clients of organisations are now requiring their professional service firms to carry PI insurance. Evidencing a quality product is important and may even be a marketing advantage when competing for business. ## What does the policy cover? - The purpose is to insure an organisation for defence costs and legal liability incurred arising out of their business activities including, but not limited to, liability for: - breach of professional duty; - any form of defamation; - intellectual property infringement. - Also, to insure them for costs incurred in: - investigations of them by regulators and other authorities; - defending a criminal proceeding; - replacing or restoring documents. - The policy will also provide mitigation costs, which are designed to rectify any wrongful acts before they result in a claim against an organisation. ## What limits are available? Up to £10 million for any one claim. [View ‘what can go wrong’ case studies](#what-can-go-wrong) ### What does an underwriter like to see? - Financially sound organisations with consistent and experienced management and business activities. - Established businesses that have been operating for more than three years. - Use of quality written contracts. - Limited use of sub-contractors. - UK or European based organisations. ### Is there anything an underwriter wouldn’t insure? - Some businesses activities are exposed to more risk. Underwriters will therefore exercise a more cautious approach to certain activities. Underwriters are also more cautious of businesses with financial and legal activities or those with a higher exposure to third party bodily injury or property damage. - Where an organisation has only recently started trading, underwriters may want to understand the business activities and prior experience to get a better feel for the nature of the risk. ## Features View all Hide all### Worldwide coverage, including the USA Closed Expanded For some PI claims, it may not matter where the work was done, the exposure can be global – our policy is not restricted by geographical or jurisdictional cover, regardless of where the work is carried out or where the claim is made. ### Tailored approach to business activity definition Closed Expanded As well as simple and clear language, our policy also allows us to define the exact activities of the insured to ensure that there is clarity on what is covered, further removing any ambiguity. ### Mitigation costs Closed Expanded Quite often, a speedy response and sensible resolution can prevent a problem from escalating into a costly claim. Having mitigation costs (including fee dispute settlement) allows the insurer to work quickly in a time of need to ensure that the situation is rectified with minimal damage. ### Previous policy cover option Closed Expanded Moving PI insurance carrier is a lot easier than it used to be. Whilst there has never been any obvious impediment to switching to a stronger product offering, bewildering use of jargon and statements of product capability can nonetheless create some room for doubt. Allowing an optional ‘look back’ provision in a policy permits a previous policy to be used to interpret a claim made on a superseding form. It is a far from perfect science, but it can provide some comfort where it is required. ### Newly acquired companies Closed Expanded As firms expand they may acquire (or create) new organisations that require the same level of cover. The policy will automatically provide cover (subject to income levels, activates and claims record), providing peace of mind. ### Free trouble-shooting legal advice Closed Expanded The policy provides direct access to an award-winning law-firm (specialising in PI Insurance) for 60 minutes of free consultation on each separate PI related matter. It doesn’t have to be a potential claim, it could just be a situation that needs some assistance. This access to partner level advice doesn’t constitute notification to the insurer, so the policyholder will have peace of mind that it will not be regarded as a claim or circumstance ## Why choose MPR? - Deep experience over many years in all the products we underwrite. - Simple and clearly stated policy language with the removal of ambiguity. - A straightforward, broker focussed, technical and service based proposition. - Capacity partners with strong financial rating. ## What can go wrong? A well-established marketing company was retained by a long-standing client to help with a press launch for a new nightclub. Despite clear instructions from the client the marketing company managed to get the date of the opening night wrong on the marketing information. This is clear example of a typical E&O (error and omission) matter that has a specific timeframe. If the matter can be resolved quickly then a claim can be prevented and this is an example where mitigation costs can help. A wrongful act has occurred but, rather than wait for a claim to be made formally, costs can be advanced by the insurer to rectify the situation. In this case the insured could keep a valuable client happy by reprinting the hard copy documents and promoting a social media campaign at a manageable cost. This not only prevented a larger claim being made, but also ensured the important business relationship remained unaffected. A company specialising in interim management solutions provided support to a SME when its managing director was incapacitated with a long-term illness. The consultant, acting as interim MD, committed the business to several new short-term contracts which over-stretched the company. As can often be the case, this was a genuine mistake, where the consultant didn’t recognise the impact his decisions would have. Because of over-stretching the company, two long-standing customers of the SME went to other suppliers. The board of the SME brought a claim for negligence resulting in loss of revenue, which settled for over £200,000, plus £50,000 in defence costs. A design firm was asked to create a new package to promote a food retailer’s new cereal. The retailer provided the photographic imagery required. Despite being satisfied with the overall finished design, and the cereal being placed into production, the retailer discovered that they had breached copyright with the photographic image and brought a claim against the insured for failing to advise them. This demonstrates the importance of two things. One, having insurance that can fully defend the insured’s position when they believe they have done nothing wrong. Second, an insured having good quality contracts in place outlining the exact scope of services and limitations. In this case, the retailer assumed they could re-use an image from another product when it had actually only been licensed for one use. The client then tried to blame the insured for failing to double check. The insured, with help from the insurers claims team, successfully demonstrated their scope of services didn’t specify a copyright checking service on the image and that it was the retailer that had breached their image licensing agreement. The retailer subsequently dropped the claim. The benefit for the insured was that they could concentrate on their normal business activities while the situation was dealt with. Although the costs were £10,000, because the deductible does not apply to defence costs, there was also no cost to the insured. --- ## Neil McCarthy URL: https://www.mprunderwriting.com/team/neil-mccarthy/ Date: 2025-11-26 Type: Team --- ## Tim Jones URL: https://www.mprunderwriting.com/team/tim-jones/ Date: 2025-11-26 Type: Team --- ## Karen Williams URL: https://www.mprunderwriting.com/team/karen-williams/ Date: 2025-11-26 Type: Team --- ## Anthony Wright URL: https://www.mprunderwriting.com/team/anthony-wright/ Date: 2025-11-26 Type: Team --- ## Catriona Yule URL: https://www.mprunderwriting.com/team/catriona-yule/ Date: 2025-11-26 Type: Team --- ## James Fayle URL: https://www.mprunderwriting.com/team/james-fayle/ Date: 2025-11-26 Type: Team --- ## Pete McMahon URL: https://www.mprunderwriting.com/team/pete-mcmahon/ Date: 2025-11-26 Type: Team --- ## Magnus McGurk URL: https://www.mprunderwriting.com/team/magnus-mcgurk/ Date: 2025-11-26 Type: Team --- ## Jo Smith URL: https://www.mprunderwriting.com/team/jo-smith/ Date: 2025-11-26 Type: Team --- ## Kendra Hill URL: https://www.mprunderwriting.com/team/kendra-hill/ Date: 2025-11-26 Type: Team --- ## Matthew McCarthy URL: https://www.mprunderwriting.com/team/matthew-mccarthy/ Date: 2025-11-26 Type: Team --- ## Callum McCarthy URL: https://www.mprunderwriting.com/team/callum-mccarthy/ Date: 2025-11-26 Type: Team --- ## Cookie Policy URL: https://www.mprunderwriting.com/cookie-policy/ Date: 2025-11-24 Type: Page # Cookie Policy In order to improve our website and the services we provide to you, we may use small files commonly known as cookies. A cookie is a small amount of data which often includes a unique identifier that is sent to your computer or mobile phone (referred to in this policy as a 'device') from our website and is stored on your device's hard drive. In order to improve our website and the services we provide to you, we may use small files commonly known as cookies. A cookie is a small amount of data which often includes a unique identifier that is sent to your computer or mobile phone (referred to in this policy as a 'device') from our website and is stored on your device's hard drive. We may collect information about your computer, including your IP address, operating system and browser type, for system administration and in order to create reports. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual. The only cookies in use on our site are for Google Analytics. Google Analytics is a web analytics tool that helps website owners understand how visitors engage with their website. Google Analytics customers can view a variety of reports about how visitors interact with their website so that they can improve it. Like many services, Google Analytics uses first-party cookies to track visitor interactions as in our case, where they are used to collect information about how visitors use our site. We then use the information to compile reports and to help us improve our site. Cookies contain information that is transferred to your computer’s hard drive. These cookies are used to store information, such as the time that the current visit occurred, whether the visitor has been to the site before and what site referred the visitor to the web page. Google Analytics collects information anonymously. It reports website trends without identifying individual visitors. You can opt out of Google Analytics without affecting how you visit our site – for more information on opting out of being tracked by Google Analytics across all websites you use, visit [this Google page](https://tools.google.com/dlpage/gaoptout). If you don't want us to use cookies when you use our website, you can adjust your internet browser settings not to accept cookies. Your web browser's help function should tell you how to do this. Alternatively, you can find information about how to do this for all the commonly used internet browsers on the website: [www.aboutcookies.org](http://www.aboutcookies.org/). This website will also explain how you can delete cookies which are already stored on your device. --- ## Contact URL: https://www.mprunderwriting.com/contact/ Date: 2025-11-21 Type: Page # Contact us We put our people at the forefront of everything we do, delivering a trusted and approachable solution, so please feel free to get in touch, we’re ready to help. **Call:** [0161 241 3550](tel:+441612413550) **Submissions and enquiries:** **Get in touch:** **Address** 10th Floor Chancery Place 50 Brown Street Manchester M2 2JG ![MPR Hi logo](https://www.mprunderwriting.com/wp-content/uploads/logo-mpr-hi-small.svg)While automation and AI offer valuable benefits, we believe that financial lines insurance demands HI - Human Intelligence – the kind shaped by deep experience, sound judgement and expert oversight to navigate complex, nuanced decisions. ![Rated 5 stars for six consecutive years](https://www.mprunderwriting.com/wp-content/uploads/another-five-stars-six-years.webp) ![We are Chartered Insurance Underwriting Agents](https://www.mprunderwriting.com/wp-content/uploads/we-are-chartered.webp) --- ## Resources URL: https://www.mprunderwriting.com/resources/ Date: 2025-11-21 Type: Page # Document Library Our Document Library contains downloadable resources for all our products and recent articles. ![](https://www.mprunderwriting.com/wp-content/uploads/MPR-Brochure-2026-cover.webp) ## Featured Download our Corporate brochure (PDF 1MB) [Download](/wp-content/uploads/MPR-Brochure-2026.pdf) ## Documents --- ## Insights URL: https://www.mprunderwriting.com/insights/ Date: 2025-11-21 Type: Page # Financial Lines insurance *insights*, *news* and *broker updates*. --- ## Products URL: https://www.mprunderwriting.com/products/ Date: 2025-11-21 Type: Page # Our Products MPR has the technical experience to write a range of risks – small and large – covering a wide variety of financial lines including: --- ## Team URL: https://www.mprunderwriting.com/team/ Date: 2025-11-21 Type: Page # Our team of specialist underwriters While AI’s benefits are clear, financial lines insurance requires human intelligence (Hi) and expert oversight for nuanced decisions. We’re here to answer your questions. --- ## About URL: https://www.mprunderwriting.com/about/ Date: 2025-11-20 Type: Page # To be *solid*, insurance must be *flexible*. We work directly with brokers to help you navigate a complex, invisible world – the world of laws, regulations and duties that govern how individuals and organisations connect and interact. ![](https://www.mprunderwriting.com/wp-content/uploads/about-established.webp)![](https://www.mprunderwriting.com/wp-content/uploads/about-combined.webp)![](https://www.mprunderwriting.com/wp-content/uploads/about-products.webp)![](https://www.mprunderwriting.com/wp-content/uploads/about-years.webp)![](https://www.mprunderwriting.com/wp-content/uploads/about-insights.webp)![](https://www.mprunderwriting.com/wp-content/uploads/about-reviews.webp) ## Why we exist Over the past 25 years, financial lines insurance has evolved dramatically. Through our long and deep experience, we have learned what works, what matters most to brokers and clients and why putting people at the core of key decisions can drive positive outcomes. ### The Opportunity Threats to organisations have increased sharply. From established coverage areas like Directors & Officers Liability and Professional Indemnity, to the fast-changing world of Cyber, the policies we write are making organisations of all kinds more solid and resilient. ### The Challenge The industry-wide quest for efficiency and automation is taking underwriting expertise away from the market. There is no denying that technological advancements such as AI have brought speed and scale, but we firmly believe that complex financial lines decisions are defined by human judgement, trust, empathy and experience. Artificial Intelligence can support the process but Human Intelligence shapes the outcome. ### The Solution We set up MPR in 2016 to work with the authority to make our own decisions and ensure our underwriting resources are always available, helping brokers deliver confident and informed decisions every time. Close relationships with our brokers are at the heart of MPR and we are passionate about sharing our expertise and insight in financial lines. Our aim? To ensure the flexible delivery of solid, reliable financial lines insurance to our brokers though a human-led and trusted solution, suitable for all types of organisations. ## Our approach to financial lines insurance ### Flexible pricing Not all risks are standard, and not all pricing should be standardised. We are able to match the pricing to your client’s risk profile on an account-by-account basis. So when computers say no, there’s a good chance we’ll say yes. ### Flexible cover One size doesn’t always fit all. We have the technical experience to tailor your clients’ cover according to individual circumstance. And we can take these coverage decisions quickly, without having to kick them up a large company’s chain of command. ### Flexible approach We are not bound by rigid hierarchies. Instead we’re as open as possible, giving you direct access to technical support, expert decision makers and our knowledge of financial lines. And whatever your clients’ needs, we’ll do our best to accommodate them. ## What we cover MPR has the technical experience to write robust policies – small and large – covering a wide variety of financial lines. And because we control what we do we can always keep our products right up to date, without having to wade through layers of bureaucracy. Over the years we’ve covered most kinds of risk. If you don’t see what you’re looking for here, please get in touch – there’s a very good chance we can help. [View all Products](/products/) ### **Our Policies include:** - Directors & Officers Liability - Management Risks package policies - Cyber Incident Response & Insurance - Employment Practices Liability - Pension Liability - Pension Wind Up Liability - Charity and Not for Profit Liability - Professional Indemnity and Media Liability - Public Offering or Prospectus Liability - Financial Institutions Insurance - Crime Insurance ### 5 reasons to consider MPR ### Technical ability We are experienced, accomplished underwriters with decades of technical expertise in financial lines. ### Flexibility You’ll have direct access to expert decision makers who can match the pricing and cover to your clients’ needs. ### A national perspective Based outside London, we’ve dealt with brokers from every market in the UK and Ireland. ### A+ capacity MPR’s capacity is provided by Axis Specialty Europe SE, rated A+ with a stable outlook by both Standard & Poor’s and A. M. Best. ### A fair approach to claims Our aim is to meet the expectations of both broker and policyholder. We know that the best way to do this is to keep lines of communication clear and open. In the event of a claim, you won’t find us hiding away. ![](https://www.mprunderwriting.com/wp-content/uploads/mpr-hi-logo.svg) ## MPR Human Intelligence While automation and AI offer valuable benefits, we believe that financial lines insurance demands HI - Human Intelligence – the kind shaped by deep experience, sound judgement and expert oversight to navigate complex, nuanced decisions. We put our people at the forefront of everything we do, delivering a trusted and approachable solution, so please feel free to get in touch, we’re ready to help: - Find an [MPR underwriter](https://www.mprunderwriting.com/team/) - Send an email to - Search [MPR Insights](/insights/) ![Rated 5 stars for six consecutive years](https://www.mprunderwriting.com/wp-content/uploads/another-five-stars-six-years.webp) ![We are Chartered Insurance Underwriting Agents](https://www.mprunderwriting.com/wp-content/uploads/we-are-chartered.webp) --- ## MPR Underwriting URL: https://www.mprunderwriting.com/ Date: 2025-08-02 Type: Page # We are a specialist underwriter of *financial lines* insurance. ## Financial lines insurance requires a certain flexibility of approach. The ability to spot when and how to tailor policies to suit individual businesses. The independence to react quickly to a changing market. And the willingness to share our insight with brokers and clients. ## Featured Insights [View all Insights](https://www.mprunderwriting.com/insights/) ![2026 Webinar: The New Rules of MGA Success](https://www.mprunderwriting.com/wp-content/uploads/webinar-new-rules-of-MGA-success-768x424.jpg) News MPR Underwriting Updates ### [2026 Webinar: The New Rules of MGA Success](https://www.mprunderwriting.com/insights/2026-webinar-the-new-rules-of-mga-success/) Tim Jones, director at MPR Underwriting, recently joined an expert panel hosted by Insurance DataLab to discuss the future of the UK MGA market. ![Tim Jones](https://www.mprunderwriting.com/wp-content/uploads/team-tim-jones-150x150.webp) Tim Jones • 1 min read ![MPR Hi – Practical Support for Placement Decisions](https://www.mprunderwriting.com/wp-content/uploads/MPR-Hi-–-Practical-Support-for-Placement-Decisions-Landscape-768x432.jpg) MPR Hi MPR Underwriting Updates ### [MPR Hi – Practical Support for Placement Decisions](https://www.mprunderwriting.com/insights/mpr-hi-practical-support-for-placement-decisions/) At MPR Underwriting, we believe the best outcomes are achieved when efficient placement strategies are supported by access to knowledgeable underwriters who can provide context to decisions and challenge assumptions, helping our brokers find practical solutions when risks are anything but straightforward. ![Tim Jones](https://www.mprunderwriting.com/wp-content/uploads/team-tim-jones-150x150.webp) Tim Jones • 5 min read ![Management Liability Run Off: A Section by Section Review](https://www.mprunderwriting.com/wp-content/uploads/image_leaves-768x432.webp) Insight Management Liability ### [Management Liability Run Off: A Section by Section Review](https://www.mprunderwriting.com/insights/management-liability-run-off-a-section-by-section-review/) The advent of Management Liability (“ML”) policies has created easy to transact, dynamic solutions for financial lines insurance. At the same time, some of these products can lack precision in critical areas, not the least of which is what happens following an acquisition or transaction event. ![Neil McCarthy](https://www.mprunderwriting.com/wp-content/uploads/team-neil-mccarthy-150x150.webp) Neil McCarthy • 9 min read ## What we cover Our expertise covers all financial lines, including Directors & Officers Liability, a whole range of Management Liability policies for different types of organisations, Professional Indemnity and the fast changing world of Cyber. [View all Products](/products/) **Our Policies include:** - Directors & Officers Liability - Management Risks package policies - Cyber Incident Response & Insurance - Employment Practices Liability - Pension Liability - Pension Wind Up Liability - Charity and Not for Profit Liability - Professional Indemnity and Media Liability - Public Offering or Prospectus Liability - Financial Institutions Insurance - Crime Insurance --- ![](https://www.mprunderwriting.com/wp-content/uploads/icon-five-star-review.svg) 6 x Consecutive 5 Star Reviews ![](https://www.mprunderwriting.com/wp-content/uploads/icon-experience.svg) 220 + Years Combined Experience ![](https://www.mprunderwriting.com/wp-content/uploads/icon-documents.svg) 20 + Financial Lines Products ![](https://www.mprunderwriting.com/wp-content/uploads/icon-insights-articles.svg) 75 + Broker Insights and Articles ## Meet our team of specialist underwriters ![Neil McCarthy](https://www.mprunderwriting.com/wp-content/uploads/team-neil-mccarthy-home.webp) ### [Neil McCarthy](https://www.mprunderwriting.com/team/neil-mccarthy/) Managing Director ![Tim Jones](https://www.mprunderwriting.com/wp-content/uploads/team-tim-jones-home.webp) ### [Tim Jones](https://www.mprunderwriting.com/team/tim-jones/) Director ![Karen Williams](https://www.mprunderwriting.com/wp-content/uploads/team-karen-williams-home.webp) ### [Karen Williams](https://www.mprunderwriting.com/team/karen-williams/) Underwriting Development Manager ![Anthony Wright](https://www.mprunderwriting.com/wp-content/uploads/team-anthony-wright-home.webp) ### [Anthony Wright](https://www.mprunderwriting.com/team/anthony-wright/) Crime and Pension Liability Product Manager and Senior Underwriter ![Catriona Yule](https://www.mprunderwriting.com/wp-content/uploads/team-catriona-yule-home.webp) ### [Catriona Yule](https://www.mprunderwriting.com/team/catriona-yule/) Financial Institutions and Professional Indemnity Product Manager and Senior Underwriter ![James Fayle](https://www.mprunderwriting.com/wp-content/uploads/team-james-fayle-home.webp) ### [James Fayle](https://www.mprunderwriting.com/team/james-fayle/) Senior Underwriter ![Pete McMahon](https://www.mprunderwriting.com/wp-content/uploads/team-pete-mcmahon-home.webp) ### [Pete McMahon](https://www.mprunderwriting.com/team/pete-mcmahon/) Underwriting Operations Manager ![Magnus McGurk](https://www.mprunderwriting.com/wp-content/uploads/team-magnus-mcgurk-home.webp) ### [Magnus McGurk](https://www.mprunderwriting.com/team/magnus-mcgurk/) Portfolio Company Product Manager and Senior Development Underwriter ![Jo Smith](https://www.mprunderwriting.com/wp-content/uploads/team-jo-smith-home.webp) ### [Jo Smith](https://www.mprunderwriting.com/team/jo-smith/) Underwriter ![Kendra Hill](https://www.mprunderwriting.com/wp-content/uploads/team-kendra-hill-home.webp) ### [Kendra Hill](https://www.mprunderwriting.com/team/kendra-hill/) Underwriter ![Matthew McCarthy](https://www.mprunderwriting.com/wp-content/uploads/team-mathew-mccarthy-home.webp) ### [Matthew McCarthy](https://www.mprunderwriting.com/team/matthew-mccarthy/) Underwriter ![Callum McCarthy](https://www.mprunderwriting.com/wp-content/uploads/team-callum-mccarthy-home.webp) ### [Callum McCarthy](https://www.mprunderwriting.com/team/callum-mccarthy/) Apprentice Underwriter > Service is first class on new business and renewals. Personal service is exceptional and the quality of product is market leading” > > **Insurance Times** MGA Survey 2025/6 > “MPR are a fantastic team, very knowledgeable on their products and always ready with advice” > > **Insurance Times** MGA Survey 2025/6 > “The most helpful team, no matter the query, even if it’s an unrelated case, they are on hand to help. Extremely responsive, and clearly care a lot about what they do” > > **Insurance Times** MGA Survey 2025/6 > “They know what they are talking about. They listen, engage and provide excellent feedback and ideas also. Claims handling is strong” > > **Insurance Times** MGA Survey 2025/6 > “MPR are fantastic. Underwriters are able and willing to give thoughts/opinions which is ultimately what I want to help my clients make decisions” > > **Insurance Times** MGA Survey 2025/6 > “Exceptional policy wordings and unbelievably helpful & knowledgeable staff” > > **Insurance Times** MGA Survey 2025/6 ![](https://www.mprunderwriting.com/wp-content/uploads/mpr-hi-logo.svg) ## MPR Human Intelligence While automation and AI offer valuable benefits, we believe that financial lines insurance demands HI - Human Intelligence – the kind shaped by deep experience, sound judgement and expert oversight to navigate complex, nuanced decisions. We put our people at the forefront of everything we do, delivering a trusted and approachable solution, so please feel free to get in touch, we’re ready to help: - Find an [MPR underwriter](https://www.mprunderwriting.com/team/) - Send an email to - Search [MPR Insights](/insights/) ![Rated 5 stars for six consecutive years](https://www.mprunderwriting.com/wp-content/uploads/another-five-stars-six-years.webp) ![We are Chartered Insurance Underwriting Agents](https://www.mprunderwriting.com/wp-content/uploads/we-are-chartered.webp) --- ## Data protection and privacy notice URL: https://www.mprunderwriting.com/privacy-policy/ Date: 2025-08-02 Type: Page # Data protection and privacy notice ## Who are we? We are MPR Underwriting Limited (“MPR”), company registration number 10529758. Our address is 10th Floor, Chancery Place, 50 Brown Street, Manchester, M2 2JG. We are the providers of the following website: [www.mprunderwriting.com](https://www.mprunderwriting.com) We are registered as a Data Controller with the Information Commissioner’s Office with registration number ZA286402. We are committed to protecting and respecting your privacy. This Policy explains when and why we collect personal information, how we use it, the conditions under which we may disclose it to others and how we keep it secure. We will process your personal information on the basis of “Legitimate Interests” and “Explicit Consent” (as defined by the General Data Protection Regulation). MPR are underwriting agents of the insurer for policies we issue. We have authority to underwrite and administer policies on behalf of the insurer. In order for us to quote and issue an insurance policy we need to collect and process certain information about the policyholder and those covered by the policy. Similarly, in order to administer a claim, we need to collect and process certain information about those parties involved in the claim, e.g. claimants, witness, etc. We also collect personal data and other information for intermediaries that distribute our policies to enable us to meet contractual, regulatory, legal and business interests. We take our responsibilities to handle your personal data with care very seriously and protecting the privacy of your personal data is of great importance to us. This privacy notice helps you and parties involved in a claim to understand among other things the legal basis and purpose behind our requirement to receive the information and includes details of those that we share it with and why **Important:** This Privacy Policy does not supersede the terms of any insurance policy or contract you have with MPR, nor does it limit or affect any rights you have under applicable data protection regulations. ## What type of Personal Information do we collect about you? The types of personal information we collect about you depends upon your relationship with MPR. If you are an insured person or potential insured, we collect personal information of the policyholder, prospective insured, and related individuals in order to determine eligibility for the underwriting and administration of insurance policies. In some instances, we may need to collect sensitive personal information, such as information about your medical or criminal history. If you are a claimant making a claim under a MPR policy, we may need to collect your contact information, as well as information about your claim and previous claims. We may also need to collect sensitive personal information, depending on the nature of your claim. If you are a business partner, we will collect your business contact details. The types of personal and sensitive personal information we may collect includes: - Name, Address, Phone Number, Email; - Gender; - Marital Status; - Date and Place of Birth; - Government identification numbers - National Insurance, Social Security, Passport, Tax, Driver’s License); - Family Information; - Banking Information; - Health Information/Medical History; - Criminal History; - Credit History and Credit Score; - Claims/Policy Numbers. ## How do we collect information about you? If you are an insured or potential insured, we collect information from you or your representative through the policy application process. We may also collect information about you from your family members or employer, credit reference agencies, anti-fraud databases, sanctions lists, and relevant government agencies, including public registers or databases as well as credit reference organisations. If you are a claimant, we will collect information about you when you notify us of a claim, or if the claim is made by someone with a close relationship to you or who otherwise has authority to make a claim on your behalf. We may also collect personal information about you from others who are involved in the claim, including lawyers, witnesses, experts, and adjusters. Finally, we may consult other public sources to validate the claim or protect against fraud or other financial crime. If you are a business partner, we will collect information about you when you or your company provides that information to us as part of the business relationship. ## Why do we collect your personal information? We may collect your personal information for the following purposes: - If you are an insured or potential insured: - Account setup, including background checks; - Evaluating risks to be covered; - Risk modelling and underwriting; - Customer service communications; - Payments to/from individuals; - Direct marketing; - Complying with legal or regulatory obligations. If you are a claimant: - Managing insurance or reinsurance claims; - Defending or prosecuting legal claims; - Investigating or prosecuting fraud; - Complying with legal or regulatory obligations. If you are a business partner: - Managing our business relationship with you. ## How do we protect your personal information? We will only use your personal information where we are satisfied that: - where required, you have provided your consent to use your data in the appropriate manner; - we must use your personal information to perform a contract - for example, to manage your insurance policy with us; - we have a legitimate interest as a business to use your personal information – for example, to improve our products. If we are required to collect sensitive personal information about you, we will make sure we have the right to do so. Typically, the right will arise from: - our explicit consent to collect and use the information; - an insurance-specific exemption provided by regulations enacted by specific European Union (EU) member states, permitting the collection and use of such sensitive personal information; - our need to establish, exercise, or defend your legal rights as an insured or claimant, or the rights of MPR. **Please Note:** If you provide explicit consent to our collection of sensitive personal information, you may withdraw this consent to this collection and use at any time. However, your withdrawal of consent may prevent us from providing you with appropriate insurance services, and in certain circumstances it may not be possible for insurance coverage to continue. If you choose to withdraw your consent, we will inform you of the possible consequences and effects, including cancellation of your policy. ## Where does your personal information go? We may transfer your personal information to those insurers for whom we underwrite and issue policies on behalf of. We may need to transfer your personal information to third parties to help manage our business and delivery of services to you. Your information may be transferred to, stored and processed outside, the European Economic Area (EEA). We will not transfer your information outside the EEA unless it is to a country which is considered to have equivalent data protection laws or where we have taken all reasonable steps to ensure the firm has suitable standards in place to protect your information. The third parties may include: For insureds or potential insureds: - Brokers; - Other insurers or reinsurers, including those mentioned above; - Service providers who supply back office support; - Regulators, including the Financial Conduct Authority (FCA),Information Commissioners’ Office (ICO), or Prudential Regulation Authority (PRA); - Credit reference agencies; - Foreign law enforcement agencies. For claimants: - Third-Party Administrators; - Other insurers or reinsurers, including those mentioned above; - Adjusters and other claims experts; - Service providers who supply back-office support; - Outside legal counsel; - Credit reference agencies - Foreign law enforcement agencies Whenever it is necessary to transfer your personal information to our affiliates, agents or contractors located outside of the EEA, we will take appropriate steps to ensure that such transfer adequately protects your rights and interests. Transfers to our service providers and business partners are protected by contractual agreements that also require an adequate level of data protection. ## How long do we keep your information? We will keep your personal information only so long as is necessary to provide service to you under your policy, or for the purposes described above. Specifically, we will keep your information for so long as a claim may be brought under the policy, or where we are required to keep your personal information to satisfy legal or regulatory obligations. In some cases, we may keep your personal information for longer periods of time, in order to maintain accurate records in the event of future complaints, challenges, or litigation regarding your policy, claims, or other issues that may arise. Once your personal information is no longer required, it will be securely deleted. ## Your Rights You have certain rights in relation to how MPR collects and uses your personal information. To exercise any of these rights, please contact us as set forth below. Your rights include: **Right to Access** – you may: - confirm whether we are collecting and using your personal information - obtain a copy of your personal information from MPR - obtain additional information about your personal information, including: - - - what information we have; - how we collect your information; - how we use it; - to whom we disclose it; - whether we transfer it outside the EEA, and how we protect it; - how long we keep it; - your rights; - how you can make a complaint. **Right to Rectify –** you may ask us to correct personal information that is inaccurate. **Right to Erasure –** you can ask us to erase your personal information only where: - it is no longer needed for the purposes for which it was collected; - you have withdrawn consent that you explicitly provided; - it was unlawfully processed; - you have an appropriate Right to Object (see below); - MPR must comply with a legal obligation to erase the personal information. MPR is not required to erase your personal information if continued collection and use of it is necessary to comply with a legal obligation to establish, exercise or defend legal claims of the company or our insureds **Right to Restrict Use –** you can ask us to restrict the use of your personal data only where: - you contest its accuracy, in order to give us the opportunity to verify and correct it; - its collection and use is unlawful, but you do not want it erased; - it is no longer needed for the purposes for which it was collected, but is still needed to establish, exercise, or defend legal claims; - you have exercised the right to object and that decision is pending. We may continue to use your personal information where: - you consented to its use, and have not withdrawn that consent; - we must use it to establish, exercise, or defend legal claims; - we must use it to protect the rights of another person. **Right to Data Portability –** you can ask that we provide your personal information to you in a structured, portable format, or that your personal information be directly transferred to another company, but only if our collection and use of that information is based on your consent, or on the performance of a contract with you; is carried out by automated means. **Right to Object –** you can object to the collection and use of your personal information for which MPR uses “legitimate interest” as its basis for collection, if you believe your fundamental rights and freedoms outweigh our legitimate interests. Once you object, we have the opportunity to demonstrate that our legitimate interests are compelling enough to override your rights and freedoms. **Right to File Complaint** – you can file a complaint with your local supervisory authority regarding our collection and use of your personal information. **International Transfers –** you can ask for information on the protections under which your personal information is transferred outside of the EEA. We may redact certain portions of this information for reasons of commercial sensitivity. **Subject Access Requests Administration:** the following may apply to your request regarding your personal information: - We will respond to all valid requests within thirty days; - You will not be charged a fee when we process your request. We reserve the right to charge a reasonable fee if your request is unfounded, repetitive or excessive. ## How to contact us Please address all inquiries, requests, and other communications regarding your personal information or this Privacy Policy to: The Data Protection Officer 10th Floor, Chancery Place Manchester M2 2JG +44 161 241 3550 **Links to Insurers’ privacy notices** [www.axiscapital.com/about-axis/privacy-data-protection](http://www.axiscapital.com/about-axis/privacy-data-protection) [www.chaucergroup.com/privacy-cookie-policy](https://www.chaucergroup.com/privacy-cookie-policy)