Abstract: D&O liability insurance is a kind of insurance designed to prevent directors and officers from liability for the corporation or the third party. In the common law Jurisdiction, D&O liability insurance is generally stipulated in the written corporation law and case law, thereby the directors and officers can get away from their liability arising out of their negligent mismanagement. This article is to introduce basic framework of D&O liability insurance in the common law jurisdiction and to identify the necessity and common issues involved in the perfection of the D&O liabilility insurance of China.