a publicly held company to a privately held company in a scale to not go private effort in two thousand and ten in part because it could not get votes from two thirds of the preferred shareholders in favor of the proposed go the previous shareholder litigation resulting from the two thousand and ten to go private transaction as well as the all the action which was an action brought by a preferred shareholder related to em solution would have been negotiated and included in the policy and ask for coverage for the litigation that actually ensued although chubb denied coverage for the c o f suit had earlier tonight covered for the yes so that i mean that is a fair reading of the broad exclusion that relates to the specific abaft of the shareholder litigation but the connection is actually a little tighter though because it involves not just a new go private you know it well it didn't involve a new go private transaction it involves trying to resolve one of the specific issues that had been an obstacle to that two thousand and ten go private transaction namely control of the preferred without proper authorization but if the facts of this case the suit was reported by broker and there's a good reason it was reported the alternate action was also reported as related to share s and some thought must have gone into making the report because the shop policy period had ended before the corps opportunity sponsorship was filed and therefore the only reason to report reported to before the inception of the illinois national policy in the exclusion really becomes meaningless because it would cover only losses that show with or i'm sorry the image i knew about right if they ha reported the loss then certainly wouldn't be something to be reported to illinois national under a new policy because it would already be an existing loss for a client and so to to to or arise from the shareholder litigation or the all of the action because that's how they would be coverage under the child policy and you know and there was there was some briefing about the as reported versus exclusion maybe  private transaction you know clearly related to and arose from this private prior going private transaction which resulted in the shareholder litigation now the of different causes of action or different injuries and different remedies at very different times this means that there was none of the exclusions applied to any of the causes of action  said there is no evidence to support a conclusion that the stock transactions that emerson gauged in two thousand and twelve were intended to or likely to result in a going learned their lesson with through the allegations five or six months later no national finally gets around to making its st coverage terminate and in that coverage determination they say there's no coverage because these motive and intent allegations in the original complaint which hasn't been operative for more than six months those allegations link this cus lawsuit to go private transactions that happened in tw asonable investigation of the facts underlying the complaint before they deny coverage and they have an obligation to deal with their insured in good faith at minimum these obligations mean that the only national should the exclusion is ambiguous and we're going to construe it in favor of covering so here m s the only defendant in the nd american plane has only security's plane coverage its only coverage is for securit shareholder lawsuits you had secured alleged you know that yes one million want to buy up all the common stock and you want to convert all of the preferred stock either to death or the common stock and so you have those allegations about innocence preferred  preferred ready or ready common stock is excluded by this related facts exclusion there's no if you want to do that if you want to exclude the core purpose of the policy you had better do it explicitly and if you don't  formulation of related to related facts a legend is without manner i have yet to hear only national say what the practical boundaries are for that exclusion you know ten years well maybe national six dreamily broad coverage you know it's a claim alleging or in any way related to directly or indirectly in whole or in part to a wrongful act alleged  maximum price for the shares and for failing to provide information the shareholders needed to vote on the on the merger agreement and the almost the wrongful acts were the ship or the the board of directors violations of federal securities law violations of indiana business corporation law breaches of its articles of incorporation and breaches for duty by the directors in relation to approval it doesn't matter but the whole purpose of this of this specific events exclusion is to allocate risk between time periods right does the risk actually fall and in the in the illinois national policy period or does actually fall in the prior period and so and what this exclusion does to try to test that is it uses causation you know what really all of these things asked what was really the cause of alleged in the c o f's it happened after the illinois national policy became effective all the t r s transactions the dutch auction tender offer the if the transactions with the today by and most then the all the action would not have been covered by job because it wouldn't have been related to the shareholder litigation because of course the all the action involved different parties and different causes of action different theories et that and i also want to address the finding in the preliminary injunction that there was you know there was not you know that the court found it unlikely that there was going to be a going private transaction but it's important eliminate coverage for any securities clients and the district court you know made the finding that you know if there was any overlap between one lawsuit and the other then that