The following notice has been shared on behalf of the Lawyers’ Insurance Association of Nova Scotia (LIANS).
Practicing lawyers often act as company directors. Sometimes the company is a client. Other times it is as a volunteer.
Either way, because doing so can present personal financial risks, we have previously written about the importance, for you, that the entity has Directors’ and Officers’ (D&O) Liability insurance. See Directors and Officers and Pitfalls of Acting on a Board of Directors.
D&O insurance is important because LIANS’ professional liability policy excludes coverage for members acting as a director or officer of any enterprise, other than the NSBS or LIANS. Should you be faced with a D&O claim you will have to depend on whatever D&O coverage or indemnity the entity might have arranged. Which could be none. Lack of D&O insurance is a potential deterrent to some who might otherwise be interested in joining a Board of Directors.
As important as D&O insurance is, we also know that many entities, particularly not-for-profits and small- and medium-sized organizations, do not have this insurance because if its cost.
To encourage volunteerism, particularly at local not-for-profit entities, LIANS, with the approval of Council, has obtained an Outside Directors and Officers (ODL) Liability Policy for the practicing membership.
This insurance policy, subject to its terms and conditions of course, will provide practicing members of the NSBS with D&O coverage when they act as a director or officer of an entity. The coverage is structured as a last resort policy which is to say it responds after other applicable insurance the entity or you might have, if any.
As set out in the policy, the coverage applies to practicing lawyers with a valid Nova Scotia practicing certificate (including those otherwise exempt from maintaining LIANS’ coverage) who act as director or officer of a Canadian corporation, organization, charity, trust or entity that is domiciled and headquartered in Canada.
The effective / inception date of coverage is November 1, 2025.
The policy does not provide coverage to the entity or any directors or officers who are not practicing members of the Society. Nor will it provide coverage for claims or known circumstances that pre-exist the later of the inception date or the date an insured became a practicing lawyer.
After November 1, 2025, if a practicing lawyer is on a board and receives written notice of a D&O claim or becomes aware of any fact or circumstance which could reasonably be expected to give rise to a claim against them for an “outside director’s wrongful act”, they must promptly give written notice to the insurer (Northbridge) and its broker and provide specific information as set out in the policy.
A copy of the policy wording is posted on our website in the Member Login section alongside your current liability wording (Note: If you have not already done so, please register for your new LIANS Member Login account here: https://lians.ca/member-registration/).
We recommend you review it so you know the terms and conditions of the coverage. Similar to the cyber coverage we provide, should you have an ODL claim, as LIANS is not the underwriter, we have no input on claim handling or policy interpretation nor will we be able to assist you if there is a breach of any policy terms or conditions.
A few months in advance of the 2026 renewal we will send all members a short survey to inquire if this coverage encouraged participation on Boards, in particular local not-for-profit Boards. The results of that survey will be a factor in determining whether we renew the coverage next year.
If you have any questions, or we can provide any other assistance, feel free to contact Lawrence Rubin, Director of Insurance at lrubin@lians.ca or 902-423-1300 x327