A cobertura do seguro D&O em casos de culpa grave, a delimitação da culpa no âmbito das responsabilidades dos gestores e os impactos à efetividade do seguro: o paradigma entre o acionamento do seguro e a exclusão da cobertura

Abstract

The increasing complexity of the Brazilian corporate environment has highlighted the necessity for mechanisms that protect individuals responsible for strategic decisions, especially given the rise in judicial claims against directors and officers. In this context, the Directors and Officers insurance (D&O) emerges as a tool designed to safeguard executives from potential civil liabilities arising from their actions or omissions, becoming a subject of in-depth analysis to understand its limitations and scope. This study aims to examine the coverage provided by D&O insurance in cases involving gross negligence, investigating the conditions that trigger or exclude coverage and their repercussions within the current Brazilian legal framework. The research was based on a thorough bibliographic review, encompassing specialized doctrine, applicable legislation, and relevant court rulings, notably those from the Superior Court of Justice and state courts. The findings revealed that defining gross negligence in the context of managerial responsibilities generates interpretative controversies directly impacting the effectiveness of D&O insurance. The study emphasized the predominance of good faith and transparency requirements during contract formation, alongside strict exclusion clauses that deny indemnification in situations involving intentional misconduct or omission of material information, highlighting a delicate balance between protection and accountability. In conclusion, a comprehensive understanding of the contractual and legal conditions surrounding D&O insurance proves to be a valuable tool for enhancing corporate governance, mitigating financial risks, and promoting greater security for executives, indicating the need for further studies aimed at regulatory and practical improvements within this insurance segment