4. Are you certain your interests will be aligned with the interests of management after you leave?

• Lack of control. Once a director or officer leaves the company, he or she no longer has a voice in the direction of the company or its decision relating to the purchase of D&O insurance. For example, if a company is acquired or a change in management occurs, the views of the new management team may be dramatically different.
• Conflicting Interests. The legal interests of directors will most likely conflict with those of officers in the event of litigation. The officers typically are directly involved in the alleged wrongdoing while outside directors are usually accused of negligent oversight. Often, the defendant directors have different views than the defendant officers as to the timing and amount of settlement.
• Selection of Counsel. D&O policies generally require use of a predetermined list of law firms, also referred to as panel counsel. There is no guarantee that you will be able to retain separate counsel or counsel of your choice in the event of litigation.