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Wiki	Wiki Summary
Insurance	Securitization is the financial practice of pooling various types of contractual debt such as residential mortgages, commercial mortgages, auto loans or credit card debt obligations (or other non-debt assets which generate receivables) and selling their related cash flows to third party investors as securities, which may be described as bonds, pass-through securities, or collateralized debt obligations (CDOs). Investors are repaid from the principal and interest cash flows collected from the underlying debt and redistributed through the capital structure of the new financing.
Difficult People	Difficult People is an American dark comedy streaming television series created by Julie Klausner. Klausner stars alongside Billy Eichner as two struggling and jaded comedians living in New York City; the duo seemingly hate everyone but each other.
Healing Is Difficult	Healing Is Difficult is the second studio album by Australian singer and songwriter Sia. It was released in the United Kingdom on 9 July 2001 and in the United States on 28 May 2002.
Difficult Loves	Difficult Loves (Italian: Gli amori difficili) is a 1970 short story collection by Italo Calvino. It concerns love and the difficulty of communication.
A Difficult Woman	A Difficult Woman is an Australian television series which screened in 1998 on the ABC. The three part series starred Caroline Goodall, in the title role of a woman whose best friend is murdered and is determined to find out why. It was written by Nicholas Hammond and Steven Vidler and directed by Tony Tilse.
For Love or Money (2014 film)	For Love or Money (Chinese: 露水红颜) is a Chinese romance film based on Hong Kong novelist Amy Cheung's 2006 novel of the same name. The film was directed by Gao Xixi and starring Liu Yifei and Rain.
Second-language acquisition	Second-language acquisition (SLA), sometimes called second-language learning — otherwise referred to as L2 (language 2) acquisition, is the process by which people learn a second language. Second-language acquisition is also the scientific discipline devoted to studying that process.
The Difficult Couple	The Difficult Couple (Chinese: 难夫难妻; pinyin: Nànfū Nànqī), also translated as Die for Marriage, is a 1913 Chinese film. It is known for being the earliest Chinese feature film.
Difficult (song)	"Difficult" is the fourth single from French-American recording artist Uffie's debut album, Sex Dreams and Denim Jeans. The single was produced by Uffie's label-mate and friend SebastiAn and was released by Ed Banger Records, Because Music and Elektra Records on October 18, 2010.
Berkshire Hathaway	Berkshire Hathaway Inc. () is an American multinational conglomerate holding company headquartered in Omaha, Nebraska, United States.
Competition	Competition is a rivalry where two or more parties strive for a common goal which cannot be shared: where one's gain is the other's loss (an example of which is a zero-sum game). Competition can arise between entities such as organisms, individuals, economic and social groups, etc.
Nervous Conditions	Nervous Conditions is a novel by Zimbabwean author Tsitsi Dangarembga, first published in the United Kingdom in 1988. It was the first book published by a black woman from Zimbabwe in English.
Wolfe conditions	In the unconstrained minimization problem, the Wolfe conditions are a set of inequalities for performing inexact line search, especially in quasi-Newton methods, first published by Philip Wolfe in 1969.In these methods the idea is to find\n\n \n \n \n \n min\n \n x\n \n \n f\n (\n \n x\n \n )\n \n \n {\displaystyle \min _{x}f(\mathbf {x} )}\n for some smooth \n \n \n \n f\n :\n \n \n R\n \n \n n\n \n \n →\n \n R\n \n \n \n {\displaystyle f\colon \mathbb {R} ^{n}\to \mathbb {R} }\n . Each step often involves approximately solving the subproblem\n\n \n \n \n \n min\n \n α\n \n \n f\n (\n \n \n x\n \n \n k\n \n \n +\n α\n \n \n p\n \n \n k\n \n \n )\n \n \n {\displaystyle \min _{\alpha }f(\mathbf {x} _{k}+\alpha \mathbf {p} _{k})}\n where \n \n \n \n \n \n x\n \n \n k\n \n \n \n \n {\displaystyle \mathbf {x} _{k}}\n is the current best guess, \n \n \n \n \n \n p\n \n \n k\n \n \n ∈\n \n \n R\n \n \n n\n \n \n \n \n {\displaystyle \mathbf {p} _{k}\in \mathbb {R} ^{n}}\n is a search direction, and \n \n \n \n α\n ∈\n \n R\n \n \n \n {\displaystyle \alpha \in \mathbb {R} }\n is the step length.
Conditions races	Conditions races are horse races in which the weights carried by the runners are laid down by the conditions attached to the race. Weights are allocated according to the sex of the runners, with female runners carrying less weight than males; the age of the runners, with younger horses receiving weight from older runners to allow for relative maturity, referred to as weight for age; and the quality of the runners, with horses that have won certain values of races giving weight to less successful entrants.
Standard temperature and pressure	Standard temperature and pressure (STP) are standard sets of conditions for experimental measurements to be established to allow comparisons to be made between different sets of data. The most used standards are those of the International Union of Pure and Applied Chemistry (IUPAC) and the National Institute of Standards and Technology (NIST), although these are not universally accepted standards.
Conditions (album)	Conditions is the debut studio album by Australian rock band The Temper Trap, released in Australia through Liberation Music on 19 June 2009. It was later released in the United Kingdom on 10 August 2009.
Karush–Kuhn–Tucker conditions	In mathematical optimization, the Karush–Kuhn–Tucker (KKT) conditions, also known as the Kuhn–Tucker conditions, are first derivative tests (sometimes called first-order necessary conditions) for a solution in nonlinear programming to be optimal, provided that some regularity conditions are satisfied.\nAllowing inequality constraints, the KKT approach to nonlinear programming generalizes the method of Lagrange multipliers, which allows only equality constraints.
Good Friday Agreement	The Good Friday Agreement (GFA), or Belfast Agreement (Irish: Comhaontú Aoine an Chéasta or Comhaontú Bhéal Feirste; Ulster-Scots: Guid Friday Greeance or Bilfawst Greeance), is a pair of agreements signed on 10 April 1998 that ended most of the violence of the Troubles, a political conflict in Northern Ireland that had ensued since the late 1960s. It was a major development in the Northern Ireland peace process of the 1990s.
1998 Northern Ireland Good Friday Agreement referendum	The Good Friday Agreement referendum, 1998 was a referendum held in Northern Ireland over whether there was support for the Good Friday Agreement. The result was a majority (71.1%) in favour.
Voting trust	A voting trust is an arrangement whereby the shares in a company of one or more shareholders and the voting rights attached thereto are legally transferred to a trustee, usually for a specified period of time (the "trust period"). In some voting trusts, the trustee may also be granted additional powers (such as to sell or redeem the shares).
National Popular Vote Interstate Compact	The National Popular Vote Interstate Compact (NPVIC) is an agreement among a group of U.S. states and the District of Columbia to award all their electoral votes to whichever presidential candidate wins the overall popular vote in the 50 states and the District of Columbia. The compact is designed to ensure that the candidate who receives the most votes nationwide is elected president, and it would come into effect only when it would guarantee that outcome.
Plurality voting	Plurality voting is an electoral system in which a candidate, or candidates, who poll more than any other counterpart (that is, receive a plurality), are elected. In a system based on single-member districts, it elects just one member per district and may be called first-past-the-post (FPTP), single-choice voting, simple plurality or relative/simple majority.
Russell v Northern Bank Development Corp Ltd	Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588 is a leading case on shareholders' rights in the United Kingdom in which the House of Lords held that a private shareholders' agreement could not fetter a company's statutory powers but could bind the voting rights of those parties to the agreement.\n\n\n== Facts ==\nFour executives of a brick works in Dungannon, County Tyrone were shareholders, with 20 shares each, in a company called Tyrone Brick Limited (T.B.L) alongside Northern Bank Development Corporation, which held 120 shares.
Brexit withdrawal agreement	The Brexit withdrawal agreement, officially titled Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community, is a treaty between the European Union (EU), Euratom, and the United Kingdom (UK), signed on 24 January 2020, setting the terms of the withdrawal of the UK from the EU and Euratom. The text of the treaty was published on 17 October 2019, and is a renegotiated version of an agreement published half a year earlier.
Prenuptial agreement	A prenuptial agreement, antenuptial agreement, or premarital agreement (commonly referred to as a prenup), is a written contract entered into by a couple prior to marriage or a civil union that enables them to select and control many of the legal rights they acquire upon marrying, and what happens when their marriage eventually ends by death or divorce. Couples enter into a written prenuptial agreement to supersede many of the default marital laws that would otherwise apply in the event of divorce, such as the laws that govern the division of property, retirement benefits, savings, and the right to seek alimony (spousal support) with agreed-upon terms that provide certainty and clarify their marital rights.
TRIPS Agreement	The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS) is an international legal agreement between all the member nations of the World Trade Organization (WTO). It establishes minimum standards for the regulation by national governments of different forms of intellectual property (IP) as applied to nationals of other WTO member nations.
Minsk agreements	The Minsk agreements were a series of international agreements which sought to end the war in the Donbas region of Ukraine. The first, known as the Minsk Protocol, was drafted in 2014 by the Trilateral Contact Group on Ukraine, consisting of Ukraine, Russia, and the Organization for Security and Co-operation in Europe (OSCE), with mediation by the leaders of France and Germany in the so-called Normandy Format.
Schengen Agreement	The Schengen Agreement (English: SHENG-ən, Luxembourgish: [ˈʃæŋən] (listen)) is a treaty which led to the creation of Europe's Schengen Area, in which internal border checks have largely been abolished. It was signed on 14 June 1985, near the town of Schengen, Luxembourg, by five of the ten member states of the then European Economic Community.
Public company	A public company, publicly traded company, publicly held company, publicly listed company, or public limited company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (listed company), which facilitates the trade of shares, or not (unlisted public company).
Shareholder	A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation.
Shareholders' agreement	A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement.
Shareholder loan	Shareholder loan is a debt-like form of financing provided by shareholders. Usually, it is the most junior debt in the company's debt portfolio.
Activist shareholder	An activist shareholder is a shareholder who uses an equity stake in a corporation to put pressure on its management. A fairly small stake (less than 10% of outstanding shares) may be enough to launch a successful campaign.
Annual general meeting	An annual general meeting (AGM, also known as the annual meeting) is a meeting of the general membership of an organization.\nThese organizations include membership associations and companies with shareholders.
Shareholder oppression	Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation.
Stockholder of record	Stockholder of record is the name of an individual or entity shareholder that an issuer carries in its shareholder register as the registered holder (not necessarily the beneficial owner) of the issuer's securities. Dividends and other distributions are paid only to shareholders of record.

Risk Factors
NYMAGIC INC Item 1A Risk Factors
The Company’s business involves various risks and uncertainties, including, but not limited to those discussed in this section
This information should be considered carefully, together with the other information contained in this report including the consolidated financial statements and the related notes
If any of the following events actually occur, the Company’s business, results of operations and financial condition could be adversely affected
Our inability to assess underwriting risk accurately could reduce our net income
Our underwriting success is dependent on our ability to assess accurately the risks associated with the businesses on which the risk is retained
We rely on the extensive experience of our underwriting staff in assessing these risks and the failure to retain or hire similarly experienced personnel could adversely affect our ability to accurately make those determinations
If we fail to assess accurately the risks we retain, we may fail to establish appropriate premium rates and our reserves may be inadequate to cover our losses, which could reduce our net income
The underwriting process is further complicated by our exposure to unpredictable developments, including weather-related and other natural catastrophes, as well as war and acts of terrorism
22 _________________________________________________________________ [78]Table of Contents Exposure to catastrophe or severity losses in loss reserves We are required to maintain reserves to cover our estimated ultimate liability of losses and loss adjustment expenses for both reported and unreported claims incurred
These reserves are only estimates of what we think the settlement and administration of claims will cost based on our assumptions and facts and circumstances known to us
The low frequency and high severity of many of the risks we insure coupled with the protracted settlement period make it difficult to assess the overall adequacy of our loss reserves
Because of the uncertainties that surround estimating loss reserves and loss adjustment expenses, we cannot be certain that ultimate losses will not exceed these estimates of losses and loss adjustment reserves
The level of catastrophe losses has fluctuated in the past and may fluctuate in the future
In 2005 the Company incurred significant catastrophe losses from hurricanes Katrina and Rita
After tax losses resulting from catastrophes in 2005, 2004 and 2003 amounted to dlra13dtta9 million, dlra2dtta9 million and dlra0, respectively
If our reserves were insufficient to cover our actual losses and loss adjustment expenses, we would have to augment our reserves and incur a charge to our earnings
These charges could be material
Decreases in rates or changes in terms for property and casualty insurance could reduce our net income
We write primarily property and casualty insurance
The property and casualty industry historically has been highly cyclical
Rates for property and casualty insurance are influenced primarily by factors that are outside of our control, including competition and the amount of available capital and surplus in the industry
For example, the substantial losses in the insurance industry arising from the events of September 11, 2001 caused rates in the insurance industry to rise
However, new capital has since flowed into the insurance industry
These factors affecting rates for the industry in general impact the rates we are able to charge
Any significant decrease in the rates for property and casualty insurance could reduce our net income
While rates impact our net income, there is not necessarily a direct correlation between the level of rate increases or decreases and net income because other factors, such as the amount of catastrophe losses and the amount of expenses, also affect net income
Even as rates rise, the percentage average rate increases can fluctuate greatly and be difficult to predict
Prevailing policy terms and conditions in the property and casualty insurance market are also highly cyclical
Changes in terms and conditions unfavorable to insurers, which tend to be correlated with declining rates, could further reduce our net income
If rating agencies downgrade their ratings of our insurance company subsidiaries, our future prospects for growth and profitability could be significantly and adversely affected
New York Marine and Gotham, our insurance company subsidiaries, each currently holds an A (“Excellent”) financial strength rating from AM Best Company
This is the third highest of fifteen rating levels within AM Best’s classification system
Financial strength ratings are used by insureds, insurance brokers and reinsurers as an important means of assessing the financial strength and quality of insurers
Any downgrade or withdrawal of our subsidiaries’ ratings might adversely affect our ability to market our insurance products or might increase our reinsurance costs and would have a significant and adverse effect on our future prospects for growth and profitability
Our reinsurers may not satisfy their obligations to us
We are subject to credit risk with respect to our reinsurers because the transfer of risk to a reinsurer does not relieve us of our liability to the insured
In addition, reinsurers may be unwilling to pay us even though they are able to do so
The failure of one or more of our reinsurers to honor their obligations to us or to delay payment would impact our cash flow and reduce our net income and could cause us to incur a significant loss
We previously entered into reinsurance contracts with a reinsurer that is now in liquidation and is seeking dlra2 million from us
Should the Company be unsuccessful in its defenses, this could reduce net income
If we are unable to purchase reinsurance and transfer risk to reinsurers or if the cost of reinsurance increases, our net income could be reduced or we could incur a loss
We attempt to limit our risk of loss by purchasing reinsurance to transfer a significant portion of the risks we assume
The availability and cost of reinsurance is subject to market conditions, which are outside of our control
As a result, we may not be able to successfully purchase reinsurance and transfer risk through reinsurance arrangements
A lack of available reinsurance might adversely affect the marketing of our programs and/or force us to retain all or a part of the risk that cannot be reinsured
If we were required to retain these risks and ultimately pay claims with respect to these risks, our net income could be reduced or we could incur a loss
Our existing reinsurance program may prove to have insufficient reinstatement protection to protect the Company from catastrophes or large severity losses and our net income could be reduced or we could incur a loss
23 _________________________________________________________________ [79]Table of Contents Our business is concentrated in ocean marine, excess and surplus lines property and excess and surplus lines casualty insurance, and if market conditions change adversely or we experience large losses in these lines, it could have a material adverse effect on our business
As a result of our strategy to focus on specialty products in niches where we believe that we have underwriting and claims expertise and to decline business where pricing does not afford what we consider to be acceptable returns, our business is concentrated in the ocean marine, excess and surplus lines property and excess and surplus lines casualty lines of insurance
If we are unable to diversify our lines of business and our results of operations from any of these specialty lines are less favorable for any reason, including lower demand for our products on terms and conditions that we find appropriate, flat or decreased rates for our products or increased competition, the reduction could have a material adverse effect on our business
If we are not successful in developing our new specialty lines, we could experience losses
Since January 1, 2001, we have entered into a number of new specialty lines of business including professional liability, commercial real estate, employment practices liability, commercial automobile insurance and workers’ compensation excess liability
We continue to look for appropriate opportunities to diversify our business portfolio by offering new lines of insurance in which we believe we have sufficient underwriting and claims expertise
However, because of our limited history in these new lines, there is limited operating history and financial information available to help us estimate sufficient reserve amounts for these lines and to help you evaluate whether we will be able to successfully develop these new lines or appropriately price and reserve for the likely ultimate losses and expenses associated with these new lines
Due to our limited history in these lines, we may have less experience managing their development and growth than some of our competitors
Additionally, there is a risk that the lines of business into which we expand will not perform at the level we anticipate
Our industry is highly competitive and we may not be able to compete successfully in the future
Our industry is highly competitive and has experienced severe price competition over the last several years
Most of our main competitors have greater financial, marketing and management resources than we do, have been operating for longer than we have and have established long-term and continuing business relationships throughout the industry, which can be a significant competitive advantage
If insurance brokers were to decide to place more insurance business with competitors that have greater capital than we do, our business could be materially adversely affected
In addition, if we face further competition in the future, we may not be able to compete successfully
Competition in the types of insurance in which we are engaged is based on many factors, including our perceived overall financial strength, pricing and other terms and conditions of products and services offered, business experience, marketing and distribution arrangements, agency and broker relationships, levels of customer service (including speed of claims payments), product differentiation and quality, operating efficiencies and underwriting
Furthermore, insureds tend to favor large, financially strong insurers, and we face the risk that we will lose market share to larger and higher rated insurers
The entry of banks and brokerage firms into the insurance business poses new challenges for insurance companies and agents
These challenges from industries traditionally outside the insurance business could heighten the competition in the property and casualty industry
We may have difficulty in continuing to compete successfully on any of these bases in the future
If competition limits our ability to write new business at adequate rates, our ability to transact business would be materially and adversely affected and our results of operations would be adversely affected
We are dependent on our key personnel
Our success has been, and will continue to be, dependent on our ability to retain the services of our existing key executive officers and to attract and retain additional qualified personnel in the future
We consider our key officers to be George Kallop, our President and Chief Executive Officer, George Berg, our senior vice president-claims, Paul Hart, our senior vice president, general counsel and secretary, Thomas Iacopelli, our senior vice president, chief financial officer and treasurer, Mark Blackman, our executive vice president and chief underwriting officer, and David Hamel, our controller
In addition, our underwriting staff is critical to our success in the production of business
While we do not consider any of our key executive officers or underwriters to be irreplaceable, the loss of the services of any of our key executive officers or underwriters or the inability to hire and retain other highly qualified personnel in the future could adversely affect our ability to conduct our business, for example, by causing disruptions and delays as workload is shifted to existing or new employees
If Mariner terminates its relationship with us, our business could be adversely affected
Mariner is party to a voting agreement and an investment management agreement, each described in more detail under “Voting Agreement” and “Mariner Investment Management Arrangement
” Four of our directors and one of our executive officers are affiliated with Mariner
The voting agreement terminates immediately upon Mariner’s resignation as an advisor to us
Mariner also has the right to terminate the investment 24 _________________________________________________________________ [80]Table of Contents management agreement upon 30 days’ prior written notice
If Mariner were to terminate its relationship with the Company, the disruption to our management could adversely affect our business
The value of our investment portfolio and the investment income we receive from that portfolio could decline as a result of market fluctuations and economic conditions
Our investment portfolio consists of fixed income securities including mortgage backed securities, short-term US government-backed fixed income securities and a diversified basket of hedge funds
Both the fair market value of these assets and the investment income from these assets fluctuate depending on general economic and market conditions
For example, the fair market value of our fixed income securities increases or decreases in an inverse relationship with fluctuations in interest rates
The fair market value of our fixed income securities can also decrease as a result of any downturn in the business cycle that causes the credit quality of those securities to deteriorate
Similarly, hedge fund investments are subject to various economic and market risks
The risks associated with our hedge fund investments may be substantially greater than the risks associated with fixed income investments
Consequently, our hedge fund portfolio may be more volatile and the risk of loss greater than that associated with fixed income investments
Furthermore, because the hedge funds in which we invest sometimes impose limitations on the timing of withdrawals from the funds, our inability to withdraw our investment quickly from a particular hedge fund that is performing poorly could result in losses and may affect our liquidity
All of our hedge fund investments have timing limitations
Most hedge funds require a 90-day notice period in order to withdraw funds
Some hedge funds may require a withdrawal only at the end of their fiscal year
We may also be subject to withdrawal fees in the event the hedge fund is sold within a minimum holding period, which may be up to one year
Insurance laws and regulations restrict our ability to operate
We are subject to extensive regulation under US state insurance laws
Specifically, New York Marine and Gotham are subject to the laws and regulations of the State of New York and to the regulation and supervision of the New York State Department of Insurance
In addition, each of New York Marine and Gotham is subject to the regulation and supervision of the insurance department of each state in which it is admitted to do business
Insurance laws and regulations typically govern most aspects of an insurance company’s operations
In addition, state legislatures and state insurance regulators continually reexamine existing laws and regulations and may impose changes that could materially adversely effect our business
Failure to comply with insurance laws and regulations could have a material adverse effect on our business
While we endeavor to comply with all applicable insurance laws and regulations, we cannot assure you that we have or can maintain all required licenses and approvals or that our business fully complies with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations
Each of New York Marine and Gotham must maintain a license in each state in which it intends to issue insurance policies or contracts on an admitted basis
Regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals
If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us
These types of actions could have a material adverse effect on our business, including preventing New York Marine or Gotham from writing insurance on an admitted basis in a state that revokes or suspends its license
Our holding company structure could prevent us from paying dividends on our common stock
NYMAGIC is a holding company whose most significant assets consist of the stock of its operating subsidiaries
Thus, our ability to pay dividends on our common stock in the future may be dependent on the earnings and cash flows of our subsidiaries and the ability of the subsidiaries to pay dividends or to advance or repay funds to us
As discussed above, payment of dividends and advances and repayments from our operating subsidiaries are regulated by the New York insurance laws and regulatory restrictions
Accordingly, our operating subsidiaries may not be able to pay dividends or advance or repay funds to us in the future, which could prevent us from paying dividends on our common stock
Because of the concentration of the ownership of, and the thin trading in, our common stock, you may have difficulties in selling shares of our common stock
Currently, the ownership of our stock is highly concentrated
Historically, the trading market in our common stock has been thin
In 2003, our average monthly trading volume was 168cmam075 shares
In 2004 our average monthly trading volume was 172cmam667 shares
In 2005 our average monthly trading volume was 213cmam000 shares
In 2003, we had one day on which none of our shares traded; in 2004, we had no days on which none of our shares traded; and, in 2005 we had three days on which none of our shares traded
We cannot assure you that the trading market 25 _________________________________________________________________ [81]Table of Contents for our common stock will become more active on a sustained basis
Therefore, you may have difficulties in selling shares of our common stock
The stock market has from time to time experienced extreme price and volume fluctuations that have been unrelated to the operating performance of particular companies
The market price of our common stock may be significantly affected by quarterly variations in our results of operations, changes in financial estimates by securities analysts or failures by us to meet such estimates, litigation involving us, general trends in the insurance industry, actions by governmental agencies, national economic and stock market conditions, industry reports and other factors, many of which are beyond our control
The thin trading in our stock has the potential to contribute to the volatility of our stock price
When few shares trade on any given day, any one trade, even if it is a relatively small trade, may have a strong impact on our market price, causing our share price to rise or fall
Because part of our outstanding stock is subject to a voting agreement, our other shareholders have limited ability to impact voting decisions
Several of our shareholders, together with some of their affiliates, have entered into a voting agreement with Mariner which will last until December 21, 2010, unless terminated earlier
This voting agreement authorizes Mariner, with the approval of any two of three participating shareholders under the voting agreement, to vote all the shares covered by the agreement
Among other matters, the voting agreement addresses the composition of our board of directors
The shares covered by the voting agreement currently represent approximately 15prca of our outstanding shares of common stock as of March 1, 2006
As a result, to the extent that those shares are voted by Mariner in accordance with the voting agreement, Mariner and the participating shareholders could significantly influence most matters on which our shareholders have the right to vote
This means that other shareholders may have less of an ability to impact voting decisions than they would have if they made a comparable investment in a company that did not have a concentrated block of shares subject to a voting agreement
The voting agreement and the concentration of our stock ownership in the hands of a few shareholders could impede a change of control and could make it more difficult to effect a change in our management
Because approximately 15prca of our currently outstanding stock is subject to the voting agreement, it may be difficult for anyone to effect a change of control that is not approved by the parties to the voting agreement
Even if the participating shareholders were to terminate the voting agreement, their collective share ownership would still be substantial, so that they could choose to vote in a similar fashion on a change of control and have a significant impact on the outcome of the voting
And, even without taking into account the voting agreement, the participating shareholders and our directors and executive officers beneficially own approximately 35prca of our issued and outstanding common stock as of March 1, 2006
The voting agreement and the concentration of our stock ownership could impede a change of control of NYMAGIC that is not approved by the participating shareholders and which may be beneficial to shareholders who are not parties to the voting agreement
In addition, because the voting agreement, together with the concentration of ownership, results in the major shareholders determining the composition of our Board of Directors, it also may be more difficult for other shareholders to attempt to cause current management to be removed or replaced