The inadequate review exception is an exception contained in some directors and officers (D&O) liability policies, especially those written for public companies. After the purchase of one corporation by another, the shareholders of the acquired entity take legal action from time to time, alleging that the purchase price paid by the buyer amounts to and thus the price received by the shareholders of the acquired company was too low. In other words, claims of inadequate review are based on the representation of shareholders in the acquiree that they have not received fair compensation for their shares. Thus, lawsuits require compensation, which is the difference between what the acquiring company paid for a share and what the shareholders of the acquired company thought their shares were actually worth. The inadequate recovery exception is also known as the “upgrade” exception, meaning that the agreed purchase price must be “upped” to an amount deemed fair by the acquiree’s shareholders.