Also known as: Side A · Non-Indemnifiable Loss Coverage · Personal Asset Protection
D&O coverage that protects directors and officers personally when the company cannot or will not indemnify them.
Side A is the part of a Directors & Officers (D&O) policy that pays claims directly to individual directors and officers when the company is unable or unwilling to indemnify them. This typically applies when the company is insolvent (bankrupt), when indemnification is legally prohibited, or when the board refuses to indemnify. Side A is considered the most critical layer of D&O protection because it shields personal assets—homes, savings, investments—from lawsuits targeting individual leaders.
Side A protects individual directors/officers when the company can't indemnify them (e.g., bankruptcy). Side B reimburses the company when it does indemnify its directors/officers. Side C covers the company itself as an entity for securities and other claims. All three share the same policy limit.
Standalone Side A (also called "DIC" or Difference in Conditions) provides an extra layer of protection exclusively for individual directors and officers. It's most common for later-stage startups with experienced board members or when raising Series B+ rounds where board members want dedicated protection that can't be eroded by entity claims.
Definitions are educational and may be modified by your specific policy language, endorsements, and state rules. For regulatory guidance, refer to the California Department of Insurance or the NAIC.
Last updated: July 2026.