Corporate Disloyal Management and Single Insured Event: the Supreme Court Caps the Insurer's Liability

STS 179/2026, of 27 February (appeal 4532/2023), handed down in dismissing a cassation appeal against a judgment of the National High Court, addresses two dimensions that in criminal proceedings for economic offences often run in parallel: the classification of the conduct as a continued offence of corporate disloyal management and, above all, the extent of the civil liability of the insurer where several unlawful acts are covered by a civil-liability policy. The ruling provides a clear criterion on the so-called 'single insured event' that criminal defence lawyers can use to their clients' advantage in any economic-crime proceedings with insurance cover.

Corporate disloyal management: Articles 252 and 74 CP

Article 252 of the Spanish Criminal Code criminalises corporate disloyal management. It is committed by a person who, as de facto or de jure director or as a shareholder, fraudulently disposes of company assets or incurs obligations on behalf of the company for their own benefit or that of a third party, causing economic harm to shareholders, depositors, securities holders or creditors. The conduct therefore requires both an objective element — the act of disposal or the incurring of obligations — and a subjective one — the intent to benefit oneself or another at the expense of the company or its stakeholders.

Where such conduct is repeated over time pursuant to a preconceived plan or using the same opportunity, Article 74 CP allows it to be classified as a continued offence, which is not a mere accumulation of offences but a unitary legal figure with its own sentencing rules: the penalty for the most serious offence in its upper half, without prejudice to the special rules in Articles 74.2 and 74.3 CP for property offences. This legal unification into a single continued offence is the starting point for understanding the civil question resolved by the ruling.

The insurer's civil liability in criminal proceedings

In Spanish criminal proceedings, Article 117 CP establishes that insurers who have assumed the risk of financial liabilities arising from the use or operation of any property, business, industry or activity are directly liable in civil law up to the limit of the legally established or contractually agreed compensation, without prejudice to the right of recourse against whoever is responsible. This direct civil liability of the insurer makes the insurance company a party to the criminal proceedings and a passive subject of the civil action brought within them.

The key question, then, is how much the insurer must pay: whether it responds once for all the acts tried — subject to the maximum sum insured under the policy — or whether its liability multiplies as many times as there are individual criminal acts. That is the dilemma resolved by the single-insured-event doctrine.

The single-insured-event doctrine

The single insured event is a concept that originated in civil-liability insurance law and has been extensively developed by the civil courts. Its core is straightforward: where a plurality of harmful acts or omissions stem from the same originating cause, they are all grouped into a single insured event for the purposes of cover. The consequence is that the insurer responds once only, up to the maximum sum guaranteed under the policy, even if the damage materialised at different times or through successive conduct.

STS 179/2026 expressly transposes this criterion to the criminal sphere and applies it to a case of continued disloyal management: the various transactions tried, being the expression of the same strategy of disloyal management and stemming from the same cause, constitute a single insured event. The fact that some of those transactions might be described as isolated acts, or that the offence is classified as continued, does not break that unity, because what is determinative is not the morphology of the criminal conduct but the uniqueness of the cause that originates it.

The cap of the maximum sum insured

Once the single insured event is established, the civil consequence is direct: the insurer's liability is capped at the maximum sum insured under the policy. It does not matter how many criminal acts were declared proven or how many victims or injured parties there are: the cover does not multiply. In practice, this can mean a very significant reduction in the amount the insurance company must ultimately pay compared with what would result from applying the cover to each act separately.

For criminal defence lawyers this criterion has a twofold value. From a negotiating standpoint, delimiting from the outset the maximum civil liability of the insurer sets the real perimeter of the dispute and facilitates settlements. From a procedural standpoint, arguing for the unity of cause of all the acts tried — and thereby for the single insured event — is an independent line of defence in the civil limb of the proceedings, irrespective of the strategy pursued in the criminal limb.

Practical relevance in economic crimes with D&O cover

The ruling is of particular relevance in proceedings for economic offences where the defendant or the insured entity holds a directors-and-officers civil-liability insurance policy — commonly known as D&O insurance. These policies are common in companies of a certain size and cover precisely the civil liabilities arising from acts or omissions in the exercise of a director's role.

STS 179/2026 confirms that where the acts tried stem from the same cause — for example, a continued management policy aimed at personal gain at the expense of the company — the D&O policy cover applies only once. This is relevant both for the defence of the accused and for the entity litigating against the insurer, because it sets the maximum compensation framework and prevents the artificial multiplication of the number of insured events from generating cover exceeding what was agreed. The ruling thus reinforces the function of D&O insurance as a risk-management tool for companies and as an instrument of defence in criminal proceedings for disloyal management.

Conclusions and relevance for the defence

STS 179/2026 consolidates the single-insured-event doctrine in criminal proceedings and its effects on the direct civil liability of the insurer. Its three main criteria are as follows. First, several criminal acts may constitute a single insured event when they stem from the same cause, even if they are isolated, successive or continued. Second, classification as a continued offence does not by itself determine the single insured event, but it is a relevant indicator that the acts respond to the same originating cause. Third, once the single insured event is established, the insurer's liability does not exceed the maximum sum guaranteed under the policy.

For the defence in economic-crime cases with insurance cover, this doctrine opens a specific line of argument in the civil limb of the proceedings: establishing that all the acts tried stem from the same cause — which usually coincides with the defence arguments on the plan of action or the absence of independent criminal intent in each act — in order to cap the total civil liability enforceable against the insurer. This is a comprehensive defence strategy that combines the criminal and civil dimensions and can only be properly deployed if it is planned from the outset of the proceedings, when negotiating margins still exist and the insurance cover has not yet been judicially delimited.