Odd Legal Question Related to C-level

TXCyclones

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I recently left a CEO position for Private Equity owned business. The business was initially owned by one PE firm who placed me into the CEO role, and the business went through a change-in-control where another investor-PE firm assumed control of the business. So half of my time there was with one PE firm and the other half of my time was with the other PE firm. My wife is a talent acquisition/recruiter and after giving up her job due to relocating for my position I was given permission to have her do some contingent searches to fill some key roles for the business. She filled two roles and did an extensive amount of contract work to fix the payroll system so that employees could be paid, and invoiced accordingly. She was told numerous times over the past seven months that she would be paid for those invoices... right up until I left the business. She even cut her rate substantially, and didn't charge for well over half of the work she did as a favor because she had a vested interest in helping make the business succeed.

She has an attorney here in Chicago who is helping try to collect her fees. But rather than pay those fees the PE firm is now saber-rattling and threatening to sue ME for some manufactured nuisance made-up BS. They originally claimed it was "self-dealing", but I have emails and texts with both PE firms that gave the ok to have her recruit. So now they're threatening to make stuff up and sue for far more than she is trying to collect. It would be frivolous, but a total pain in the a$$. My wife's invoices are for nearly $100k, so it's worth pursuing. The entire situation sucks, but... it is what it is. They are complete POS's, which is why I chose to leave.

Ultimately, my question is this. While any nuisance suit they might file would be completely meritless I would still need to defend myself. To that end, is there any type of liability insurance or umbrella-type policy for former executives/board members that covers them against suits AFTER they've left a company?
 
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Hopefully you’ve addressed all this with a good attorney in addition to an internet message board.

Yes, as stated in the second paragraph we have an attorney working on part of it. Which is why my question is related specifically to insurance.
 
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Yes, as stated in the second paragraph we have an attorney working on part of it. Which is why my question is related specifically to insurance.

I think there is Director insurance, at least I’ve heard people talk about it. What it is and what it protects, I don’t know as I’m not at that level.

However, in your case, it’s probably too late as I’d assume the insurance would only cover for your time there while paying insurance premiums. I don’t think you’ll be able to buy insurance after the fact.
 
Not sure about the insurance aspect on this. The more common route would likely be to provide for attorney fee recovery in the event of a suit on the front end through your employment contract.
 
To answer the insurance part, the answer is essentially no, you won't be able to take out a policy that protects you as an executive if you are no longer at the company and there is pending/current litigation.

Now there may be be some types of coverage you can get when litigation against you seems likely (anyone, not just as an executive). The insurance company determines a specific premium you pay (presumably would be quite high but less than worst case scenario) and then they defend you and pay out any potential damages up to a limit you agree to. The mechanism would work similarly to a personal liability umbrella policy, but covers you in actions that have already taken place and are based on your role as an executive. I can't point you to any specific carrier or policy, but while niche I would be surprised if that type of coverage didn't exist.

But your problem is going to be legal fees (or premium if you can find coverage). Between attorney fees for your wife's action and attorney fees to defend yourself you can burn through the $100k you feel your wife is entitled to really fast. Sure its possible the court deems the other party's claim against you either bad faith or frivolous and they have to pay your attorney fees, but I wouldn't count on that. They'll presumably have good attorneys that will file action that while unlikely they could win won't rise to the level of in bad faith or frivolous.

Unless your wife had a formal written contract with your former company, not just informal written communication, I would try to negotiate a settlement on your wife's work (likely for a fraction of what you think it was worth) or ultimately drop it. I've known too many people that fight things like these out of principal and end up only hurting themselves, emotionally and financially.