then and i will remind counsel that you each had two minutes uninterrupted time to present your case before you should expect some questions from the court with that we will start with  difference between prior acts and prior wrongful acts there's absolutely nothing wrong call a private company like ts o l see it folks business combination participating in related family transactions it's not uncommon and it's not omission in the period but this act was not alleged by the plaintiffs in our case in fact it was intentionally removed from the amended complaint by the securities plaintiffs and allied is not permitted to relive the gate or re removed from the amended complaint those omissions allegedly nobody alleges but those on missions took place in the weeks prior to going public on august one and have the securities going to us in this case maintain that claim if that were a part of this cac the complaint that that issue here then that would be that would fall under the definition of a wrongful apps and would fall in the exclusion that's one possibility that it could yet but again it doesn't here because it was not a web site so it's not covered by the alleged language in elegy policy and it doesn't arise out for a number of reasons not the least of which is that i'm going to rise out of something that was found to be so insignificant by the securities bonus that they purposely took it out of their company and what they're what they're what the security spend this complaint arose out of with the ten very specific omissions that the listed in their table and intense and discussed in their complaint beginning with the press release on august st of two thousand and twelve when the company representatives got up stood up and said we're going to have we're going to have growth we're going to have significant grow up and the the until the close of the business combination on august st but it's absolutely correct that that was a subsidiary at any time before the closing of the business combination and the reliance on those statements combining the it what is your position is it your position that it's that i guess this is a two part question that it is that exclusion and allies access policy and if that's exclusionary language namely the in any way involving language but the foster case like the s r c case and those cases interpreted that in any way involving language which alan chose to not put in its policy but those other cases if you look at the route minnesota's supreme court case it really gets into how far do you go with the rising our right yes it's broad but keep in mind this is a context where minnesota courts also construe narrowly any especially significant other words that the rush court loses and yet there's nothing especially significant or really even relevant about the esko mission in the prior period and the actual claims and omissions that were  they will focus on mr rocker's wrongful act in his capacity as c e o and so board member and it will demonstrate the way in which the underlying actions were claims alleging arising out of based upon or attributable to wrongful acts so for today the bottom line for my presentation is that in this capacity as an of the terms that are used there and those are the defined term claim and the undefined term alleging and the undefined term any will start with the un with the defined term claim and i'd like to read from the policy it the definition is fine it's a civil proceeding for monetary relief which is commence by service of a complaint or similar pleading it does not say that a claim is a complaint and that is what the argument has been i believe and based upon today plain it is defined as the entire underlying a civil proceeding commenced by a complaint shop is arguing that the claim is the complaint and that's just not what the policies so that's st nd the undefined term alleging action and the term any means one no matter what one and so when we look at the exclusion as applying to any wrongful act we're looking for one and we're looking for any assertion of truth are prior to august th and so those are the wrongful acts that my remarks are focusing on today and i will go to paragraph five consolidated defend current based policies where you need to find whether there's a duty to defend by looking at the four corners of the complaint that's not what this policy is and that's not what this policy says it defines claim as a proceeding commenced by a complaint not a complaint and so we look at that and i'd like to just point out a couple of things that are very important from the the underlying court's order which  after lying court in its decision that the plaintiff in the underlying action had come forward asserting as true that rocker knew this  was to disclose that and it was to disclose it in every as e c filing of which he put his name on on behalf of p s d holdings including the three of them that occurred or are as many other things that we've aligned in our brief and i can obviously can't go through them all said i want to move on to another point which is the point about attributable to that with a focus think they're on alleging here we're going to attributable to and  and that's also an undefined term and the term means traceable to attributable to means traceable to and the reason that's important is because today get copies arguing that there were just ten specific statements allegation and they were all of wrongful acts occurring after the policy incepted and especially in preparation for the nd offering in around november two thousand and twelve and that the argument goes this is just to own that that's the only thing that this case is about and so i want to point out combination and then built up that information to conduct a thorough diligence process for the december two thousand and twelve opera now what we're saying is they looked at the disclosures that were made exactly right your honor that's that's that's why i've said that i'm wrong i just i'm not allied policy i'm just relying on this is what the district court emphasizes just relying on that and just talking about and that they are wrongful acts i have quoted from paragraph five of the consolidated amended complaint saying that they specifically allege in there that the filings are in violation  access policies exclusion or that putting that aside do you do you think that the district court improperly combined the two or exclusion is taking language the two arising out of it discuss what those two terms mean and it essentially stated that those two terms are essentially a wash you know that it doesn't matter which exclusion upon attributable to etc and then it went through and it analyzed the policy under those terms excess policy and it ruled as a matter of law that  excludes because average for the underlying actions and that was absolutely correct in doing that nothing wrong with that analysis and along the way the court also said that the that the  court exclusions triggered it didn't do it because it combined them it looked at them separately it applied their terms separately and under the undisputed facts it was absolutely correct in applying both of them to exclude covering it but i think he actually came to its own independent conclusion that it wasn't excluded and of course we we don't know and the court doesn't care what business reasons it might have had for how it handled its you know decision coverage decision we only look it's a question of why we look at it we look at it based on the terms of the policy in the law and we certainly wouldn't let a business decision internal to the i g to decide the policy should be applied  well so in my last thirty seconds here i would like to add one thing about the truth traceable to because i did quote from the underwriters and i want to quote quote from the disclosure committee that look at these are there is no causation your honor between the underlying securities claims and the mission that they're talking about that related to mr roger it's not alleged are mentioned in the complaint if you go to paragraph five there is no mention  connection there is no but for causation one didn't cause the other one did not impact the other and asked for is something prepared for a different audience was prepared for the g w c acquisition shareholders it was not prepared for the security filed this lawsuit it was preparing connection with the business combination a merger that occurred on august th so that prepared for to a different audience at a different time a different file there's simply no causation