避险与博弈：新《公司法》时代的董责险生态调查

Core Viewpoint - The penetration rate of directors and officers liability insurance (D&O insurance) among A-share listed companies has historically exceeded 32% by the end of 2025, with a significant increase in the number of companies disclosing their D&O insurance purchase plans [1][3]. Group 1: Market Trends - The overall penetration rate of D&O insurance among A-share listed companies has seen a historical increase, with 643 companies disclosing their purchase plans in the past year, marking a nearly 20% year-on-year growth [1]. - The implementation of the new Company Law in July 2024 has restructured the capital market's awareness of executive liability risks, transitioning D&O insurance from an optional to a necessary component for companies [3][11]. Group 2: Risk and Pricing Dynamics - There is a paradox in the market where the risk of liability claims is increasing, yet the average premium rates for D&O insurance have dropped below 0.5%, leading to a situation of "high risk, low price" [4][22]. - The average premium rates have decreased significantly since 2023, driven by increased competition among insurance companies and a lag in the disclosure of claims data [22][24]. Group 3: Legal and Regulatory Changes - The new Company Law has expanded the scope of liability for directors, allowing external creditors to directly pursue claims against executives, which has heightened the need for D&O insurance [17]. - The introduction of the "presumption of fault" principle in securities law has increased the litigation pressure on executives, making D&O insurance a critical tool for legal defense [17][18]. Group 4: Corporate Behavior and Insurance Adoption - Different ownership structures show varying levels of D&O insurance adoption, with state-owned enterprises exhibiting the highest penetration rate at 52%, followed by foreign enterprises at 41%, and private enterprises at 33% [13]. - The lack of D&O insurance is becoming a barrier for companies in recruiting independent directors, as the heightened legal responsibilities make it difficult to attract talent without adequate insurance coverage [15]. Group 5: Future Outlook - The report predicts that D&O insurance premiums are likely to rise in the future as the judicial practices of the new Company Law evolve and more claims cases are exposed [32]. - Companies are encouraged to consider higher coverage limits for D&O insurance, as current limits may be insufficient in the face of potential large-scale claims [28][30].