MEMORANDUM OPINION & ORDER Defendant National Union Fire Insurance Company of Pittsburgh, P.A. (“National Union”) provided directors and officers liability insurance for the benefit of the executives of Aegis Defense Services, LLC (“Aegis U.S.”). The coverage did not extend to Aegis U.S.’s parent company, Hestia, B.V. (“Hestia”). The plaintiffs were executives of Aegis U.S.; they were also shareholders of Hestia. The plaintiffs were involved in the sale of Hestia to GardaWorld Consulting (UK) Limited (“GardaWorld”). When GardaWorld sued the plaintiffs for alleged misrepresentations made in connection with the sale, the plaintiffs demanded that National Union fund their defense costs, as required by their directors and officers insurance policy. National Union refused, arguing that the plaintiffs had acted in their capacity as shareholders of Hestia in their negotiations to sell that company, rather than as executives of Aegis, so their conduct was not covered by the policy. National Union also argued that, at the very least, the plaintiffs acted in a dual capacity, triggering a provision that excluded coverage under the policy for losses arising from acts taken by them in any role other than as executives of Aegis U.S. The plaintiffs brought this action against National Union, seeking a declaratory judgment that National Union must advance their defense costs. Because the Court cannot conclude with certainty that the conduct asserted in the litigation against the plaintiffs falls outside of the scope of National Union’s policy, National Union has a duty to defend the plaintiffs. I. BACKGROUND A. Facts 1. The Insurance Policy National Union is a member company of American International Group, Inc. Policy, Dkt. No. 1-1 at 7.1 National Union issued an insurance policy (the “Policy”) to Aegis Defense Services, LLC (“Aegis U.S.”), which was designated as the “Named Entity” under the Policy. Id. at 82. The Policy was effective on June 1, 2015. Id. at 11, 85. The Policy covers, among other things, certain liabilities incurred by directors and officers (“D&O Coverage”). See generally id. at 33-45. As relevant here, the Policy provides coverage for “Individual Insureds.” Id. at 33. Directors and officers of the “Company” — defined to include Aegis U.S. and its subsidiaries, id. at 18 — qualify for coverage under the Policy. Significantly for this case, the Policy does not provide coverage for any parent company of Aegis U.S. or shareholder thereof. The parties do not dispute that all of the plaintiffs in this case qualify as “Individual Insureds” under the Policy. The Policy requires National Union to “pay the Loss of the Company arising from a…Claim made against an Individual Insured, for any Wrongful Act….” Id. at 33.2 A “Claim” is defined broadly under the Policy to include a civil proceeding for monetary relief. Id. at 34. A “Wrongful Act” is defined in pertinent part as follows: with respect to any Executive or Employee of a Company, [a Wrongful Act is] any breach of duty, neglect, error, misstatement, misleading statement, omission or act by such Executive or Employee in their respective capacities as such, or any matter claimed against such Executive or Employee of a Company solely by reason of his or her status as an Executive or Employee of a Company…. Id. at 37. The Policy contains a number of express exclusions from coverage. The carveout provided in Item 4(g) of the D&O Coverage section of the Policy is particularly significant here. That exclusion provides the following: The Insurer shall not be liable to make any payment for Loss in connection with any Claim made against an Insured:…(g) alleging, arising out of, based upon or attributable to any actual or alleged act or omission of an Individual Insured serving in any capacity, other than as an Executive or Employee of a Company…. Id. at 38. The Policy covers defense costs associated with covered claims. Id. at 33 (“The Insurer shall, in accordance with and subject to Clause 7 of this D&O Coverage Section, advance Defense Costs of such Claim prior to its final disposition.”). “Loss” covered under the Policy is defined to include “Defense Costs” as well as other categories of damages. Id. at 36. “Defense Costs,” in turn, are defined as “the reasonable and necessary fees, costs and expenses consented to by the Insurer…, resulting solely from the investigation, adjustment, defense and appeal of a Claim against an Insured….” Id. at 35. The relevant paragraph of Clause 7 of the D&O Coverage Section of the Contract provides the following: When the Insurer has not assumed the defense of a Claim pursuant to this Clause 7, the Insurer nevertheless shall advance, at the written request of the Insured, Defense Costs prior to the final disposition of a Claim. Such advanced payments by the Insurer shall be repaid to the Insurer by each and every Insured or the Company, severally according to their respective interests, in the event and to the extent that any such Insured or the Company shall not be entitled under the terms and conditions of this D&O Coverage Section to payment of such Loss. Id. at 42. 2. The Parent Company of Aegis U.S. is Sold The plaintiffs in this case were executives of Aegis U.S. Complaint, Dkt. No. 1,
