Private company D&O: every submission document, and what each one covers

Private-company management liability is written as a package: Directors & Officers, Employment Practices, Fiduciary, and Crime, often with Kidnap & Ransom and a professional-liability line bolted on. Each of those coverages asks a different question of the risk, and the answers live in different documents. To underwrite the account you have to read all of them together — and reconcile them when they disagree.

This guide walks the full submission: what documents arrive, what each one covers in detail, and which coverage it informs. Where it helps, we point to a concrete example from our synthetic gold datasets (a private consulting firm and an ESOP-owned distributor), but the coverage here is the general case — every document you are likely to see, and every field on it that matters.

A private-company ML submission is many documents; the goal is one connected, coded record.

Part 1 · The documents in the submission

Everything an underwriter is likely to receive, and what each is for.

Document	What it is	Primarily feeds
Broker submission email / cover letter	The ask: insured, requested coverages, limits, retentions, effective & expiration dates, target premium, incumbent.	All lines (framing)
Management liability application	The core combined application for D&O / EPL / Fiduciary / Crime (often ML/PL/Crime/K&R on one form).	All lines
Supplemental applications	Line-specific supplements: EPL, Fiduciary, Crime, Kidnap & Ransom, Miscellaneous / Corporate-Counsel Professional Liability.	The named line
Renewal application / questionnaire	Renewal-year restatement plus "material change" questions (M&A, restatements, RIF, litigation).	All lines
Audited / reviewed financial statements	Balance sheet, income statement, cash flows, and notes — usually two years, with the auditor's report.	D&O, Fiduciary
Loss runs / policy loss reports	Typically five years, per line: claim detail plus paid / reserve / incurred, valued as of a date.	All lines (pricing)
Prior & expiring policies / quotes	Current program: carrier, limit, retention, premium, expiration — by coverage part.	All lines
Ownership & subsidiary schedules	Cap table / holders and percentages; list of subsidiaries with ownership and acquired/created dates.	D&O
Board roster / D&O addendum	Directors and officers: name, board role, affiliation, tenure.	D&O
Benefit-plan documents	Plan schedules / Form 5500: plan name, assets, participants, type, funding status.	Fiduciary
Warranty / no-known-loss / prior-knowledge letters	Signed representations that no circumstance likely to give rise to a claim is known.	All lines (binding)

Part 2 · Each document, in detail

Broker submission email / cover letter

The framing document. It sets the ask and the timeline, and it is where the broker relationship and the incumbent live. Captured fields: broker name, broker firm, broker email; insured (named) entity and organization type; submission type (new vs. renewal); requested coverages; requested limits and retentions per line; proposed effective and expiration (P&P) dates; target premium; and free-text notes on the story of the account.

The management liability application

The spine of the submission. On a private-company form it typically runs to a dozen sections. In full:

• General company information — legal name, DBA, EIN, address, website, year and state of incorporation, years in operation, NAICS / SIC codes, nature of business, entity type (C-corp, S-corp, LLC, LP), and organization type (private).
• Financial summary — total assets, total revenue, stockholders' equity, and annual payroll (reconciled later against the audited statements).
• Subsidiaries — a schedule of each subsidiary: name, business/operations, percentage ownership, acquired-or-created date, services performed — plus whether coverage is requested for all subsidiaries and any planned M&A.
• Claims reporting procedures & claims history — the notice process, and a checkbox battery: pending or prior suits, EPL, Fiduciary, Misc PL and D&O claims, antitrust / restraint-of-trade allegations, regulatory investigations, bankruptcy.
• Directors & officers information — shares outstanding, number of shareholders and voting shareholders, number of directors, board ownership percentage, ESOP presence, private-placement history, and funding stage.
• Employment practices — full-time / part-time / contractor / volunteer counts, employees by geography (domestic union, domestic non-union, foreign), and a battery of HR-control questions (written EEO/anti-harassment policy, layoffs / RIF over 10%).
• Fiduciary — a plan schedule (full plan name, total assets, participants, type of plan) plus ERISA-compliance and prohibited-transaction questions.
• Crime — internal-control questions (monthly reconciliation, dual signature thresholds), a locations schedule (state, county, number of locations), and prior crime/dishonesty losses.
• Miscellaneous professional liability — gross annual revenues by year with the percentage from foreign sales, a client-services schedule (client, services performed, revenue), and revenue-band questions.
• Corporate counsel premier liability — in-house counsel headcount, whether counsel serves third parties for a fee, and the General Counsel's name.
• Kidnap & Ransom / Extortion — employees by country, travel to high-risk countries, and a duty-of-care / travel-security program.
• Requested policy coverage — the aggregate limit and a per-coverage limit / shared-limit / retention table, plus a crime limits-and-deductibles table.
• Current insurance — by coverage: carrier, limit, retention, premium, and expiration.
• Appendix — holders and percentages, list of subsidiaries, and a locations summary.

Supplemental & renewal applications

When a line needs depth the carrier didn't get on the combined form, a supplement follows — an EPL supplement (wage-and-hour, prior charges, workforce demographics), a Fiduciary supplement (plan-by-plan detail, service providers), a Crime supplement (funds-transfer controls), a K&R supplement (travel patterns), or a Professional-Liability supplement (engagement types, contracts, sub-contractors). A renewal application restates the account and adds material-change questions. All of these map to the same underlying fields — InsightXtract treats them as additional sources for the same record and reconciles overlaps by source priority.

Audited / reviewed financial statements

The independent view of the money. Captured: the auditor and report date, the opinion and basis of presentation, and a two-year time series — cash and equivalents, receivables, total current assets, total assets, current liabilities, long-term debt, total liabilities, stockholders' equity, retained earnings, total revenue, total expenses, and net income — plus the notes (property & equipment, leases, debt, retirement plans). Financial trend and balance-sheet strength drive the D&O rate; the retirement-plan notes feed Fiduciary.

Loss runs / policy loss reports

The price is in the losses. A private-company loss run is usually five years, per line, and can arrive in a dense stacked format: a claim-identity block (file number, claim number, loss date, report date, claimant, line of business, status, controlling state, carrier, policy number, claim type) and a reserve block split into Loss, ALAE, and Total (reserve / paid / recovered / incurred). InsightXtract normalizes any of these layouts into one claims table — claim number, date of loss, coverage line, status, paid, reserve, incurred — and rolls up total incurred and claim count.

Ownership, subsidiary, board and benefit-plan schedules

Structure and people. The cap table (holder, percentage) and subsidiary schedule establish who controls the entity being insured and what is inside the coverage tower; the board roster (name, role, affiliation, tenure) is the list of the individuals the D&O policy protects; the benefit-plan schedule (plan, assets, participants, type, funding status) defines the Fiduciary exposure.

Part 3 · The coverages, and the data each one needs

A private-company ML program is several coverages under one policy. Each is priced on its own data.

Directors & Officers (D&O)

Protects the individuals (Side A), the company's indemnification of them (Side B), and the entity itself (Side C) against claims of wrongful acts in managing the company. Data captured: requested per-claim and aggregate limits, retention, shared-vs-separate aggregate, defense type (duty-to-defend vs. reimbursement), primary or excess with attachment point, plus the financial trend, ownership concentration, M&A and capital-raising activity, and prior D&O claims.

Coverage	What it protects against	Key data captured
Employment Practices (EPL)	Wrongful termination, discrimination, harassment, retaliation by employees.	Limit / retention; employee counts by type and geography; HR controls; prior EPL claims.
Third-party EPL (ELEPL)	Discrimination / harassment claims by customers, vendors, and other non-employees.	Whether requested; limit / retention; customer-facing exposure.
Fiduciary Liability	Breach of ERISA duties in administering benefit plans.	Per-plan schedule (assets, participants, type, funding adequacy); ERISA compliance; number of plan participants.
Crime / Fidelity	Employee theft, forgery, computer & funds-transfer fraud, social engineering.	Insuring-agreement schedule (per-claim limit, retention); aggregate limit; max cash on premises; internal controls; locations.
Kidnap & Ransom / Extortion	Ransom, extortion, and related crisis costs for insured persons.	Requested limit; employees by country; travel to high-risk regions; duty-of-care program.
Miscellaneous Professional Liability	Errors & omissions in professional services rendered to clients.	Gross revenues by year, % foreign; client-services schedule; engagement types.
Corporate Counsel Premier Liability	Professional liability for the company's in-house legal department.	In-house attorney count; services to third parties; General Counsel.

Part 4 · Why the multi-document view matters

No single document underwrites a private-company account. The email states the ask; the application states management's answers; the financials give the independent numbers; the loss runs give the track record; the schedules give the structure. They overlap, and they sometimes disagree — the application's revenue vs. the audited revenue, the requested limit in the email vs. the application. InsightXtract extracts each document to its own schema, then consolidates by source priority (audited financials over application over email) with the reasoning recorded, and cites every value back to its page — so the underwriter opens one coded, defensible record instead of ten PDFs.