A new insurance coverage benefit is now available to the Forum's member independent directors.

Over the past year, a number of our members have expressed concern about insurance coverage for costs related to the recent spate of shareholder derivative demand investigations and for a director’s testimony as a third party witness in civil litigation or in connection with informal SEC or other regulatory requests.  We heard your concerns and the Forum is pleased to announce that, starting January 6, 2012, a new insurance coverage benefit will be available exclusively for the Forum’s independent director members through Everest Specialty Underwriters and Frank Crystal & Company.  The new Side A Difference in Conditions (“DIC”) insurance policy will, in addition to providing coverage for the costs noted above,  also provide coverage for a director’s costs incurred for responding to negative statements in the press or from a regulator or court that result in a personal reputation crisis.

Responding to the Forum’s request, Frank Crystal and Everest developed this coverage to provide our independent director members with an additional option to expand the scope of coverage that independent directors are currently able to obtain in the marketplace.  Everest agreed to offer the policy exclusively to Forum members after reviewing the high quality independent director educational programs and materials developed by the Forum.

Allowing Everest and Frank Crystal to offer this policy to our members enhances the current range of benefits available to our members.  You should note, however, that the Forum has no financial relationship whatsoever with Everest or Frank Crystal and will receive no compensation of any sort from sales of the policy.  The Forum also cannot make any determination about whether or not this policy is necessary, appropriate or desirable for any particular Forum member.  Instead, we encourage you to consult with your independent counsel, insurance counsel or insurance consultant to determine whether this new coverage would be beneficial to you and your board.

For more information on this new Side A DIC Policy, please contact Patricia Bernasconi of Frank Crystal & Co., Inc.  The Forum gratefully acknowledges the work of Stradley, Ronon partners Barbara Nugent and Craig Blackman, who worked with Frank Crystal to develop the new insurance product.