The name “directors and officers liability insurance”, or D&O, does not mean that the insurer will pay every subsidiary liability claim in a Russian bankruptcy case. Review the actual policy, applicable rules and endorsements: who is insured, which event is covered, the relevant dates and the exclusions.
This guide is for a director or another controlling person assessing cover for a management-related claim. It does not compare premiums or confirm cover under any particular product. Insurance does not replace a defence in the bankruptcy dispute or terminate the claim against the defendant.
🛡 Insured interest
An individual’s liability and the company’s own losses may belong to different sections of cover.
📅 Timing
The management act, first claim, notification and judgment are separate events.
📄 Exclusions
General promises of protection do not override contractual restrictions or mandatory law.
Framing the coverage question
Article 931 of the Russian Civil Code regulates insurance of liability for causing harm. Paragraph 2 of Supreme Court Plenum Resolution No. 53 applies general provisions on liability and harm to subsidiary liability claims insofar as they do not contradict the special bankruptcy rules. This does not establish that every management liability policy covers all grounds in Chapter III.2 of the Bankruptcy Law.
Compare the ground of the actual claim with the contract’s definition of the insured interest and event. Article 942 requires agreement on the interest, nature of the event, insured sum and term. Article 943 addresses the application and agreed modification of standard insurance rules. Obtain the entire contractual package, rather than just the certificate on its first page.
Check separately liability to the company, claims by creditors or other persons, defence costs and reimbursement of company expenditure for a director. Their wording can differ. Company property insurance or its ordinary third-party liability policy should not be treated as insurance of a director’s personal subsidiary debt without reviewing the terms.
The underlying grounds are discussed in our guide to controlling persons’ subsidiary liability. They require an independent assessment even where a policy exists.
What to locate in the policy and rules
| Section | What to check | Written question for the insurer |
|---|---|---|
| Insured person and interest | Director, another controller or company; particular functions and period in office | Whose liability is covered, and does the actual claim fall within that interest? |
| Event and claimant | Definitions of claim, error and loss; bankruptcy grounds and permitted claimants | Which provisions address a claim under Article 61.11 or 61.12? |
| Timing | Conduct dates, policy inception, first claim, discovery and notification | How do the dates apply to this particular episode and known circumstances? |
| Exclusions | Intent, unlawful gain, previously known disputes and specific clauses | Which exclusions could affect the ground now alleged? |
| Limits and defence | Aggregate limit, sublimits, deductible, legal costs and approval of the defence | Do defence costs reduce the amount available to meet the liability claim? |
These are review questions, not assertions that all policies contain identical terms. The agreed version of the rules and individual endorsements matter. A general letter stating that a director is protected does not replace a contractual provision.
What one published set of rules illustrates
Ingosstrakh’s published rules approved on 30 April 2019, No. 181, link cover in paragraph 3.2.1 to a first claim and written notification within the specified period. Section 6 includes exclusions for intentional violations and prior proceedings. This illustrates the importance of the wording; it does not confirm subsidiary liability cover or a current 2026 offer.
Intent, unlawful interests and disclosure
Article 928 prohibits insurance of unlawful interests. That does not make every civil liability risk uninsurable: identify the lawful interest and the particular event. Under Article 963(1), the insurer is released from payment where the insured event results from intent by the persons specified in that provision, subject to statutory exceptions.
Intent and gross negligence are distinct. Article 963 separately refers to cases in which the law may provide for release because of gross negligence in property insurance. Neither “every mistake is covered” nor “every violation defeats cover” substitutes for an analysis of the facts, legal classification and valid policy terms.
Article 944 requires disclosure of known material risk circumstances that the insurer does not know and should not know. Questions in a standard form or written request are material in any event. Retain the proposal form, answers and supplied documents. Knowingly false information may support a claim to invalidate the contract; an unanswered question has separate statutory treatment and is not automatically fraud.
If a demand, court application or information about a specific conflict has already been received, do not conceal it to obtain a new policy. Timing and previously known circumstances require separate assessment. Buying cover after a dispute arises is not a guaranteed way to transfer an existing debt to an insurer.
When a liability application has arrived
- Keep the application and attachments, the court’s order and proof of the receipt date.
- Locate the policy, rules, endorsements, proposal form, payment documents and earlier notifications.
- Prepare a separate chronology of the disputed act, known circumstances, first claim and notification.
- Check duties to report claims or circumstances without waiting for final judgment where the contract requires it.
- Notify through the proper channel, preserve evidence and request a specific coverage and defence position.
- Meet court deadlines and prepare the response in parallel. Insurance notification does not replace procedural defence.
Article 961 requires prompt notification of a known insured event, observing the contractual time and method. Delay does not necessarily justify refusal in every situation: paragraph 2 addresses the insurer’s knowledge and the effect of missing information. Whether a first-claim timing condition is satisfied and what follows from a late notification are not necessarily the same question.
“Under policy No. … dated …, I notify receipt of … in case No. …. The claim concerns conduct during …; it was first made on … and received on …. Attached are …. Please confirm receipt, identify applicable coverage terms, required documents and the procedure for approving defence costs, and provide your reasoned position on exclusions.”
Report the facts without substituting an admission of fault or a promise of payment. If approval of representatives or expenditure is required, establish the procedure before committing to it.
For the procedural issues, see the subsidiary liability application and interim measures and the defendant’s expenses.
Reading the limit and defence costs
Establish whether the limit applies to one claim, one director or all claims under the contract. Check sublimits, the deductible, payments already made, allocation of costs and approval requirements. Legal costs may be governed separately from indemnity for the liability claim; do not assume that they are covered or payable above the limit without reading the contract.
| Hypothetical assumption | Amount | Check |
|---|---|---|
| Aggregate limit | RUB 5,000,000 | One common contractual limit is assumed |
| Previously used | RUB 1,000,000 | Confirmed payments reducing that limit |
| Defence costs within the same limit | RUB 300,000 | Only under the example’s assumption that they reduce the aggregate balance |
| Arithmetical balance | RUB 3,700,000 | 5,000,000 − 1,000,000 − 300,000 |
RUB 3.7 million is only the arithmetical capacity remaining within a hypothetical aggregate limit, not an actual indemnity calculation. The insured event, applicability of cover, absence of barriers, covered loss, sublimits and deductible must be assessed first. A stated limit does not itself discharge a director’s debt.
Can a creditor claim directly from the insurer?
Do not promise a direct claim under every voluntary policy. Article 931 distinguishes insurance for the injured party’s benefit from the circumstances permitting a direct claim against the insurer. Paragraph 4 connects direct claims with compulsory insurance or cases specified by law or contract. Review the type of contract, beneficiary, claims conditions and legal ground.
Questions and sources
Does D&O guarantee payment of the entire subsidiary debt?
No. Its name does not define cover. Review the policy, rules and endorsements against the actual claim and the law.
Does insurance stop the liability proceedings?
Not automatically. A contract does not replace a response, evidence or compliance with court deadlines.
Can a policy be taken out after the court application arrives?
A new contract does not guarantee cover for a known dispute. Disclose material circumstances and examine timing, exclusions and the agreed interest.
Does late notification always defeat cover?
There is no universal automatic-refusal rule: Article 961(2) contains conditions and exceptions. Policy duties and timing conditions nevertheless require timely review and compliance.
Is this the same as title insurance when buying from a bankrupt seller?
No. That concerns a different interest: loss of the buyer’s title. See our separate guide to title insurance against a seller’s bankruptcy.
Checked on 26 October 2026: Article 928, Article 931, Article 942, Article 943, Article 944, Article 961 and Article 963 of the Civil Code, version of 24 June 2025 with changes of 9 June 2026; Plenum Resolution No. 53, paragraphs 1–2, version of 23 December 2025. Published example: directors’ liability rules dated 30 April 2019, No. 181, paragraph 3.2.1 and section 6. The example does not replace the actual policy terms.
Need to review a policy’s cover?
A primary consultation can examine the contract, rules, notifications and claim together. The complete document package is needed for an assessment.