MALP 0019 07 13 Page 1 of 5
Deerfield Insurance Company
Evanston Insurance Company
Essex Insurance Company
Markel American Insurance Company
Markel Insurance Company
Associated International Insurance Company
SECURITIES LAW PRACTICE SUPPLEMENTAL APPLICATION
APPLICANT’S INSTRUCTIONS:
This form is to be completed if Applicant answered affirmatively to any part of question 3.a. of Section II, Applicant’s
Practice, of the policy Application. If space is insufficient to answer any question fully, attach a separate sheet. Answer
all questions completely.
APPLICANT:
SECTION I SECURITIES LAW PRACTICE
A.
Amount of Experience in Securities Transactions:
During a period encompassing the last five (5) years, indicate during each annual period the number of lawyers
with the Applicant under a corresponding percentage of time billed on securities transactions, including tax and
corporate services in such transactions:
Number of Lawyers for Each Percentage Billing on Securities Transactions
Annual
Period
1 25 Percent
26 50 Percent
51 75 Percent
Last year
2 years ago
3 years ago
4 years ago
5 years ago
B.
Securities Concentration in the Applicant
1. W
hat is the absolute gross revenue generated in connection with securities transactions (including tax and
corporate services rendered in such transactions) in the following areas:
Highest Annual Revenue
in Last 5 Years
Type
Dollars (000’s)
a.
IPO
$
b.
M&A
$
c.
Derivatives
$
d.
G.O. Bonds
$
e.
I.R. Bonds
$
f.
Other Bonds
$
g.
General Partnerships
$
h.
Limited Partnerships
$
i.
Private Placements
$
j.
Hedge Funds
$
k.
Other Securities
$
Broker Name
Broker Street
Broker City, State, Zip
MALP 0019 07 13 Page 2 of 5
2. For a period encompassing the last five (5) years, indicate the total number of securiti
es transactions involving the
Applicant under the corresponding dollar volume for the following categories:
Dollar Volume (Millions)
Type
<
1
1 < 5
5 < 10
10 < 20
20 < 50
50 < 100
100 +
a.
IPO
b.
M&A
c.
Derivatives
d.
G.O. Bonds
e.
I.R. Bonds
f.
Other Bonds
g.
General
Partnerships
h.
Limited
Partnerships
i.
Private
Placements
j.
Hedge Funds
k.
Other Securities
C.
Types of Functions
1. For a period encompassing the last five (5) years, indicate the percentage of the Applicant’s time spent on
securities transactions during the single annual period in which the largest percentage of the Applicant’s time
was spent on each of the following functions:
% of Time
a.
Outside general counsel as lead counsel?
%
b.
Outside general counsel as non-lead counsel?
%
c.
Securities counsel in a securities offering as lead counsel?
%
d.
Securities counsel in a securities offering as non-lead counsel?
%
e.
Tax counsel in a securities offering?
%
f.
Securities litigation activities?
%
g.
Other? ________________________________________
%
2. On how many offerings during the last five (5) years, for which the Applicant provided legal
se
rvices, was the Applicant acting in more than one of the above capacities in the same
transaction?
Please provide details:
#
D.
Avoiding Being Deemed a Statutory Seller
1. Does the Applicant have procedures governing whether attorneys can have in-person contact
with potential investors?
Yes No
a. If so, do the Applicant’s procedures require that such investors will be represented by
independent counsel?
Yes No
b. Must attorneys who are members of the Applicant attending such meetings provide written
confirmation to such independent counsel that the investor(s) cannot rely on the Applicant's
attorney for information about the investment?
Yes No
2. Does the Applicant have procedures governing whether attorneys can communicate in writing
directly to investors?
Yes No
a. Does the Applicant prohibit sending writte
n communication directly to potential investors, as
opposed to sending it to the issuer?
Yes No
b. Do such procedures require an agreement with the issuer that the Applicant's name cannot be
utilized by the issuer in
written documents sent to potential investors without the written
permission of the Applicant?
Yes No
MALP 0019 07 13 Page 3 of 5
3. Does the Applicant accept remuneration (e.g., trade-
outs for goods or services, stock in a
particular offering,
other stock in the issuer, other securities) for securities transactions in any
form other than checks?
Yes No
4. Does applicant have a written policy prohibiting any arrangement where the client’s obligation to
pay for the services is contingent upon the closing of a Securities transaction?
Yes No
5.
Does the Applicant have a written policy requiring the managing member, executive or
management committee to evaluate prior to any lawyer serving as director, officer or general
partner of a security client whether the lawyer may do so?
Yes No
6. Does the Applicant have a written policy prohibiting its lawyer who is a director, officer or general
partner of a Securities client from working on a Securities transaction of such client?
Yes No
E.
Specific "Due Diligence" Techniques
1. Does the Applicant require that a partner, who does not otherwise perform services for the issuer,
review each offering document?
Yes No
2. Does the Applicant have a written procedure requiring the preservation of the factual source and
verification made by the Applicant's lawyers to support legal opinions rendered by the Applicant?
Yes No
3.
Does the Applicant have a written procedure that requires an experienced securities lawyer to
interview the client's directors, executive officers and principals in
connection with disclosure
document preparation and review?
Yes No
4. Does the Applicant have a written procedure requiring the preservation of written records of the factual
source and verification made by the Applic
ant’s lawyers in connection with disclosure document
preparation?
Yes No
5. Does the Applicant have a written procedure precluding the use of pre-signed signature pages for
registration statements (other than for immaterial amendments)?
Yes No
F.
Tender Offers and Exchange Offers
Has the Applicant advised any client with respect to a tender offer made or proposed to be made
involving any entity whose management opposed or opposes such offer?
Yes No
G.
Proxy Contests
Has the Applicant provided legal services in connection with any proxy contest involving a public
company in which the Applicant’s client in connection with any such contest i
s a person or entity
opposing director nominees of the public company or its management?
Yes No
MALP 0019 07 13 Page 4 of 5
SECTION II RECENT EXPERIENCE TAX PRACTICE
Please complete the schedule below regarding lawyers responsible for reviewing the tax implications of each issue:
TAX PRACTICE
Lawyer’s Name
Billable Hours
(most recent 12
months)
Billable Hours
(prior 12
months)
Member of
Non-Member
E&O Coverage?
Yes No
Yes No
Yes No
Yes No
Yes No
I understand the information submitted herein becomes a part of my Professional Liability Insurance Application and is
subject to the same representations and conditions.
Notice to Florida Applicants: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a
statement of claim or an application containing any false, incomplete or misleading information is guilty of a felony in the
third degree.
Notice to New York Applicants: Any person who knowingly and with intent to defraud any insurance company or other
person files an application for insurance or statement of claim containing any materially false information, or conceals for
the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a
crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for
each such violation.
Signature of Owner, Officer or Partner Print or Type Name and Title Date (month-day-year)
Producers Must Complete:
Produced By (Insurance Agent or Broker):
Producer Name: Producer Signature:
Producer License No.: Date:
click to sign
signature
click to edit
click to sign
signature
click to edit
MALP 0019 07 13 Page 5 of 5
Notice to Alabama Applicants; Any person who knowingly presents a false or fraudulent claim for payment of a loss or
benefit or who knowingly presents false information in an application for insurance is guilty of a crime and may be subject
to restitution, fines, or confinement in prison, or any combination thereof.
Notice to Arkansas, District Of Columbia, New Mexico, Rhode Island And West Virginia Applicants: Any person
who knowingly presents a false or fraudulent claim for payment of a loss or benefit, or knowingly presents false information
in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.
Notice to Colorado Applicants: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to
an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include
imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who
knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of
defrauding or attempting to defraud the policyholder or claiming with regard to a settlement or award payable for insurance
proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.
Notice to Kansas Applicants: It is unlawful to commit a “fraudulent insurance act” which means an act committed by
any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or
belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as
part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial
insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance
which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the
purpose of misleading, any information concerning any fact material thereto.
Notice to Kentucky Applicants: Any person who knowingly and with intent to defraud any insurance company or other
person files an application for insurance containing any materially false information or conceals, for the purpose of
misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime.
Notice to Maine, Tennessee, Virginia and Washington Applicants: It is a crime to knowingly provide false, incomplete or
misleading information to an insurance company for the purpose of defrauding the company. Penalties may include
imprisonment, fines, or denial of insurance benefits.
Notice to Maryland Applicants: Any person who knowingly or willfully presents a false or fraudulent claim for payment of
a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime
and may be subject to fines and confinement in prison.
Notice to New Jersey Applicants: Any person who includes any false or misleading information on an application for an
insurance policy is subject to criminal and civil penalties.
Notice to Ohio Applicants: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an
insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.
Notice to Oklahoma Applicants: WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any
insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is
guilty of a felony.
Notice to Pennsylvania Applicants: Any person who knowingly and with intent to defraud any insurance company or other
person files an application for insurance or statement of claim containing any materially false information or conceals for the
purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime
and subjects such person to criminal and civil penalties.
Notice to Vermont Applicants: Any person who knowingly presents a false statement in an application for insurance may
be guilty of a criminal offense and subject to penalties under state law.
Notice to Applicants of all other states: Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim containing any materially false information or conceals for
the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a
crime and subjects the person to criminal and civil penalties.