Following the purchase of one corporation by another, shareholders of the acquired organization frequently bring lawsuits alleging that the purchase price paid by the acquirer — and thus the price received by the acquiree’s shareholders — was too low. In some situations, insureds intentionally negotiate a below-market acquisition price and then allow insurance proceeds paid in response to the inevitable shareholder objection to supplement that price to achieve a fair-market value in the end. “Bump-up” exclusions in D&O liability policies preclude coverage for such losses.
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