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Contract analysis / claridge-engagement-proposal-review-memo.docx
claridge-engagement-proposal-review-memo.docx
1025-00010 · 25 clauses
High · 3 Medium · 2 Standard · 3
I. PURPOSE AND EXECUTIVE SUMMARY High
⚑ Non-compete / exclusivity restraint
I. PURPOSE AND EXECUTIVE SUMMARY The purpose of this memorandum is to evaluate the proposed engagement of Claridge Forensic Advisory LLC ("Claridge") to provide forensic accounting analysis and electronic discovery support in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") independent internal investigation conducted at the direction of the Audit Committee of Quorum Insurance Holdings Corp. ("QIH" o
II. BACKGROUND
II. BACKGROUND A. The Engagement Calderwood & Harkness LLP was engaged by the Audit Committee of Quorum Insurance Holdings Corp.'s Board of Directors on February 27, 2026 to scope and, if warranted, conduct an independent internal investigation arising from an anonymous whistleblower complaint received by QIH. The engagement was authorized by a resolution of the Audit Committee dated February 24, 2026, adopted at a s
1. Garrett T. Lomax, President of BSU, who is alleged to have directed and authorized the
1. Garrett T. Lomax, President of BSU, who is alleged to have directed and authorized the fraudulent scheme;
2. Neil W. Stadler, Senior Vice President, Commercial Property Division, BSU, who is alle
2. Neil W. Stadler, Senior Vice President, Commercial Property Division, BSU, who is alleged to have created or approved the fabricated binder confirmations and coordinated with the fictitious brokers; and
3. Rhonda M. Kessler, Vice President, Finance & Operations, BSU, who is alleged to have d Standard
⚑ Commercial term
3. Rhonda M. Kessler, Vice President, Finance & Operations, BSU, who is alleged to have directed the improper IBNR reserve releases and booked the phantom commission-income entries. C. Relevant Financial Context An understanding of the financial context is essential to assessing both the materiality of the allegations and the scope of forensic support required. The key facts are as follows: Quorum Insurance Holdings
III. CLARIDGE FORENSIC ADVISORY LLC — FIRM OVERVIEW AND QUALIFICATIONS
III. CLARIDGE FORENSIC ADVISORY LLC — FIRM OVERVIEW AND QUALIFICATIONS A. Firm Profile Claridge Forensic Advisory LLC is a Delaware limited liability company with its principal office at 101 Park Avenue, 26th Floor, New York, NY 10178. Claridge is a mid-sized forensic accounting and advisory firm with a national practice spanning major financial centers, including New York, Chicago, Los Angeles, and Washington, D.C.
IV. PROPOSED SCOPE OF WORK
IV. PROPOSED SCOPE OF WORK The following scope of work has been developed collaboratively between the C&H investigation team and Daniel Petrov at Claridge, based on a preliminary assessment of the investigative workstreams required to address the whistleblower allegations. The scope covers the initial scoping phase of the investigation. If the scoping phase confirms the need for a full investigation, the scope of Cla
1. Commission-Income Ledger Analysis (FY 2023 – FY 2025). Claridge will obtain and analyz
1. Commission-Income Ledger Analysis (FY 2023 – FY 2025). Claridge will obtain and analyze BSU's commission-income ledgers for fiscal years 2023, 2024, and 2025 — the period covered by the whistleblower allegations. The analysis will involve the following steps: (a) Identification of Flagged Broker Entries. Claridge will identify all commission-income entries in BSU's ledgers attributable to placements through the th
2. Premium-Flow Tracing. Claridge will trace premium cash flows on the approximately 147
2. Premium-Flow Tracing. Claridge will trace premium cash flows on the approximately 147 binder confirmations identified by the whistleblower. The objective is to determine whether the binder confirmations represent actual insurance placements with real premium flows or are purely fictitious documents created to support phantom commission-income recognition. (a) Premium Collection and Remittance. Claridge will trace
3. IBNR Reserve-Release Analysis. The IBNR component of the whistleblower allegations is
3. IBNR Reserve-Release Analysis. The IBNR component of the whistleblower allegations is the larger of the two alleged categories of misstatement ($38.5 million versus $9.6 million) and will require careful forensic analysis in coordination with actuarial data maintained by Linden Actuarial Consulting Group. (a) Obtaining Reserve Data. Claridge will obtain IBNR reserve schedules maintained by Linden Actuarial Consult
1. Data Collection. Claridge will coordinate with QIH IT and BSU IT personnel to collect
1. Data Collection. Claridge will coordinate with QIH IT and BSU IT personnel to collect electronically stored information ("ESI") from identified custodians. All interactions between Claridge and QIH/BSU IT personnel will be subject to the Privilege and Communication Protocol established by Calderwood & Harkness, and Claridge will not disclose the nature or scope of the investigation to IT personnel beyond what is n
2. Data Processing and Review Platform.
2. Data Processing and Review Platform. (a) Processing. Claridge will process collected ESI using industry-standard e-discovery platforms. Processing will include de-duplication, extraction of metadata, and application of culling criteria developed collaboratively with the C&H investigation team. The preliminary culling parameters include a date range of January 1, 2023 to the present and search terms to be developed
3. Data Analytics.
3. Data Analytics. (a) Pattern Identification. Claridge will deploy data-analytics tools to identify patterns in binder-confirmation issuance, commission-income entries, reserve-release timing and magnitude, and communications among the subject individuals and with the alleged fictitious brokers. These analytics may include network-analysis mapping of communications between custodians and external parties, timeline v
V. PROPOSED FEE ARRANGEMENT AND BUDGET Standard
⚑ Commercial term
V. PROPOSED FEE ARRANGEMENT AND BUDGET A. Scoping-Phase Budget The estimated total Claridge fees for scoping-phase support are $85,000 to $120,000. This estimate is based on Claridge's preliminary assessment of the scope of work described in Section IV and assumes that the scoping phase will extend over approximately four to six weeks. The breakdown of estimated components is as follows: Claridge proposes billing on
VI. ENGAGEMENT STRUCTURE — PRIVILEGE AND WORK-PRODUCT CONSIDERATIONS High
⚑ Non-compete / exclusivity restraint
VI. ENGAGEMENT STRUCTURE — PRIVILEGE AND WORK-PRODUCT CONSIDERATIONS A. Recommended Structure: Consulting Expert Under C&H Umbrella I strongly recommend that Claridge be retained as a non-testifying consulting expert engaged at the direction of counsel, specifically under Calderwood & Harkness's existing legal engagement with the Audit Committee of QIH. This structure provides the strongest available protection for C
VII. CONFLICTS AND INDEPENDENCE
VII. CONFLICTS AND INDEPENDENCE Claridge has confirmed in writing — via a letter from Daniel J. Petrov dated February 26, 2026 (attached hereto as Attachment C) — that it has no current or prior engagement with any of the following entities or individuals: • Quorum Insurance Holdings Corp. (EIN 83-2641057) • Ashgrove Equity Partners Specialty Underwriting, Inc. (EIN 84-3197428) • Garrett T. Lomax • Neil W. Stadler •
VIII. RISK CONSIDERATIONS AND MITIGATION Medium
⚑ Liability cap to check against exposure
VIII. RISK CONSIDERATIONS AND MITIGATION A. Risk of Claridge Being Compelled to Testify If the investigation substantiates the whistleblower's allegations of financial fraud, the matter is likely to attract the attention of multiple enforcement agencies and private litigants. The SEC may initiate an enforcement action relating to QIH's financial reporting, and the Department of Justice may pursue criminal fraud charg
IX. RECOMMENDATION
IX. RECOMMENDATION Based on the foregoing analysis, I recommend that Calderwood & Harkness retain Claridge Forensic Advisory LLC under the engagement structure described in Section VI above, to provide forensic accounting analysis and electronic discovery support for the scoping phase of the investigation into the anonymous whistleblower allegations concerning Ashgrove Equity Partners Specialty Underwriting, Inc. Spe
1. Reporting Structure. Claridge reports solely to Calderwood & Harkness LLP. All directi
1. Reporting Structure. Claridge reports solely to Calderwood & Harkness LLP. All direction, communication, and deliverables flow through C&H. Claridge will not communicate with QIH management, BSU personnel, regulators, or third parties without C&H's prior written authorization.
2. Privilege and Work-Product Protection. All work performed by Claridge is attorney-dire High
⚑ Non-compete / exclusivity restraint
2. Privilege and Work-Product Protection. All work performed by Claridge is attorney-directed work product prepared in anticipation of litigation. All Claridge deliverables will bear the applicable privilege legend and will be directed exclusively to C&H.
3. Scope of Work. The scope of Claridge's engagement for the scoping phase is as outlined
3. Scope of Work. The scope of Claridge's engagement for the scoping phase is as outlined in Section IV of this memorandum, encompassing forensic accounting analysis (commission-income ledger analysis, premium-flow tracing, and IBNR reserve-release preliminary review), counterparty verification, and electronic discovery (collection, processing, hosting, and initial analytics).
4. Budget. The approved budget for Claridge's scoping-phase support is $85,000 to $120,00
4. Budget. The approved budget for Claridge's scoping-phase support is $85,000 to $120,000. Material budget overruns require advance approval from the Responsible Partner.
5. Hourly Rates and Billing. Claridge will bill at the hourly rates set forth in Section
5. Hourly Rates and Billing. Claridge will bill at the hourly rates set forth in Section V.A (Managing Director: $625/hr; Directors: $525/hr; Senior Consultants: $425/hr; Consultants: $350/hr; Analysts: $275/hr). Monthly invoices will be submitted to C&H for review and consolidation.
6. Confidentiality and Insider-Trading Obligations. Claridge will execute a standalone co Medium
⚑ Confidentiality undertaking
6. Confidentiality and Insider-Trading Obligations. Claridge will execute a standalone confidentiality and non-disclosure agreement and will comply with insider-trading restrictions applicable to QIHC securities, as described in Section VI.C. I respectfully request Conrad Ashby's approval to finalize the Claridge engagement letter (a draft of which is attached hereto as Attachment B) and present it to Audit Committee
X. ATTACHMENTS / ENCLOSURES (REFERENCED) Standard
⚑ Commercial term
X. ATTACHMENTS / ENCLOSURES (REFERENCED) The following documents are referenced in and attached to this memorandum: Attachment A: Claridge Forensic Advisory LLC — Firm Capabilities Overview (provided by Daniel J. Petrov, Managing Director, Claridge Forensic Advisory LLC) Attachment B: Proposed Claridge Engagement Letter (draft, prepared by Calderwood & Harkness LLP, for review and comment by the Responsible Partner p