Under the Rest.2d Conflicts of Law’s most significant relationship test, the law of the state of incorporation governs a directors and officers liability policy rather than the law of the state where the corporate headquarters are located.  The state of incorporation’s law governs the directors’ and officers’ duties to the corporation, so it is logical that the same state’s law should govern insurance covering the breach of those duties.  (By contrast, the law of the state where corporate headquarters are located governs CGL insurance covering multiple corporate sites.  Certain Underwriters at Lloyds, London v.Chemtura Corp. (Del. 2017) 160 A.3d 457.)  Also, Delaware law does not prohibit a D&O policy from covering losses arising from claims that the directors and officers committed intentionally wrongful acts such as fraud.