A client has requested I become her company’s General Counsel, am I covered?
Possibly! A new start-up for a printer-share service that seeks to turn unused personal printer time into profit has asked you to be its “General Counsel.” You have doubts that their idea will print the money that they expect. You intend to continue your own lawyer-share service with other clients rather than join the company full-time.
Two coverage considerations to make when considering a General Counsel position are whether the position is as an employee and if you will be an officer of the company. The policy does not apply to “any “Claim” made by an employer against an Insured who is or was a salaried employee of such employer,” EXCLUSIONS, (c), and the policy does not apply to “any “Claim” arising out of the Insured’s act, error, or omission as an officer, director, partner, member, owner, employee or in a fiduciary capacity of . . . any business enterprise, non-profit or charitable organization unless appointed in a fiduciary capacity to such by a court of competent jurisdiction,” EXCLUSIONS, (f)(1).
Pro-tip: When entering into a General Counsel position, we highly recommend a detailed engagement letter. The engagement letter should clearly list your duties to the company, the nature of the relationship, and any continuing obligations for legal services provided.