The risk factors listed in this section and other factors noted herein could cause actual results to differ materially from those contained in any forward-looking statements or could result in a significant or material adverse effect on the Company’s results of operations.
−Removed: RISKS RELATED TO THE EFFECTS OF COVID-19 AND OTHER POTENTIAL PANDEMICS, HEALTH CRISES OR OTHER CATASTROPHIC EVENTS
−Removed: Our business could be adversely affected by the COVID-19 pandemic or the occurrence of another catastrophic event.
+Added: RISKS RELATED TO THE EFFECTS OF COVID-19 AND OTHER POTENTIAL PANDEMICS, HEALTH CRISES, CLIMATE CHANGE, SEVERE WEATHER CONDITIONS OR OTHER CATASTROPHIC EVENTS
+Added: Our business could be adversely affected by the COVID-19 pandemic, climate change, severe weather conditions or the occurrence of another catastrophic event.
and other countries continue to experience an outbreak of COVID-19.
−Removed: This contagious disease outbreak has continued to spread globally and has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.
+Added: The COVID-19 pandemic has negatively impacted worldwide economic activity and created significant volatility and disruptions of financial markets.
+Added: In response, the U.S.
+Added: government and its agencies have taken a number of significant measures to provide fiscal and monetary stimulus, and authorities have implemented numerous measures to try to contain the virus.
These measures have impacted and may continue to impact the Company’s workforce and operations.
−Removed: The spread of COVID-19 has caused the Company to modify its business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be required by government authorities or that the Company believes is in the best interests of its employees.
−Removed: The extent to which COVID-19 impacts the Company's future operations will depend on uncertain developments, including the duration and severity of the pandemic, actions taken to contain the spread of the virus, regulatory actions taken as a result of the outbreak and any deterioration in economic conditions.
+Added: The COVID-19 pandemic has caused the Company to modify its business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and the Company may take further actions as may be required by government authorities or that the Company believes is in the best interests of its employees.
+Added: The extent to which COVID-19 impacts the Company's future operations will depend on uncertain developments, including the duration and severity of the pandemic (including any of its variants), as well as uncertainty regarding the effects of government measures already taken, and which may be taken or continued in the future, to combat the spread of the virus and any of its variants, and/or provide additional economic stimulus.
This situation is continually changing, and additional impacts may arise that the Company is not aware of currently.
It is not currently possible to predict the extent that COVID-19 will impact the Company's financial position or results of operation, although it is possible that it could have a material adverse effect on the Company's business.
−Removed: Any other catastrophic events, such as future pandemic diseases, natural disasters and terrorist attacks, could have a material adverse effect on our future results of operations and financial condition.
−Removed: The Company’s business operations could be impacted, including availability of key Company personnel and disruptions to the real estate environment, financial markets or the Company's information technology systems.
+Added: Climate change, extreme weather conditions and catastrophic events, such as future pandemic diseases, natural disasters and terrorist attacks, could have a material adverse effect on the Company’s future results of operations and financial condition.
+Added: The Company’s business operations could be impacted, including availability of key Company personnel or the Company’s information technology systems, by volatility of real estate prices, significant climate migration, and disruptions to the real estate environment or financial markets.
+Added: Given the unpredictable nature of these events with respect to size, severity, duration and geographic location, it is not currently possible to quantify the ultimate impact that they may have on the Company’s business.
RISKS RELATED TO THE COMPANY’S BUSINESS
7 unchanged sentences
Underwriting agents and approved settlement providers, which can include issuing agents and approved attorneys, perform a significant portion of the work necessary to issue the Company’s title insurance policies.
−Removed: These agents and providers operate with a substantial degree of independence from the Company, subject to certain contractual limitations and reinsurance agreements.
+Added: These agents and providers operate with a substantial degree of independence from the Company, subject to certain contractual limitations.
As a result, the Company’s use of title agents and approved providers could result in claims on the Company’s policies and other expenses due to fraud and negligence.
35 unchanged sentences
Mortgage lending is highly concentrated and changes in relationships with lenders or reform of government-sponsored entities could adversely affect the Company.
−Removed: Refusal by major market lenders to accept our product offerings could have a material adverse effect on the Company.
+Added: Refusal by major market lenders to accept the Company’s product offerings could have a material adverse effect on the Company.
Furthermore, government-sponsored entities, the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), often require the purchase of title insurance for home loans they securitize.
96 unchanged sentences
Like all companies, the Company’s IT systems have been, and likely will continue to be, the target of computer viruses, cyberattacks, phishing attacks and other malicious activity.
−Removed: To date, the Company has not experienced a known material breach;
−Removed: however, the occurrence or scope of such events is not always immediately apparent.
+Added: For example, during the third quarter of 2021 , the Company detected a ransomware attack limited to one entity that required a temporary interruption to the impacted entity’s computer network as the issue was being remediated.
+Added: Promptly upon detection, the Company launched an investigation and initiated response protocols, including the engagement of external cybersecurity professionals and legal counsel.
+Added: Based on the information developed in the course of the investigation, the ransomware attack has not had, and is not expected to have, a material impact on the Company's business, financial position and results of operations.
+Added: While the Company has not experienced a known material breach to date, the occurrence or scope of such events is not always immediately apparent and there can be no assurance that the Company will not suffer additional attacks or incur more serious financial consequences or expense in the future.
The Company invests resources in maintaining the security of its systems and adapting to evolving security threats.
8 unchanged sentences
The Company seeks to mitigate the financial risk associated with unauthorized disclosure of non-public information by maintaining cyber liability insurance coverage.
−Removed: As cybercriminals continue to become more sophisticated, the costs to insure against cyberattacks may rise.
+Added: As cybercriminals continue to become more sophisticated, the costs to insure against cyberattacks have risen and may continue to rise in the future.
The Company may encounter difficulties managing system or technological changes, which could adversely affect its financial and operating results.
9 unchanged sentences
Certain provisions in the Company’s organizational law, North Carolina law, organizational documents, and the Company’s shareholder rights plan may deter or discourage a takeover of the Company.
−Removed: The Company’s articles of incorporation and bylaws contain certain provisions that could delay, prevent or discourage transactions involving actual or potential changes of control, including transactions that may involve payment of a premium over prevailing market prices to the Company’s common shareholders.
+Added: The Company’s articles of incorporation, as amended (the “Articles”) and amended and restated bylaws (the “Bylaws” contain certain provisions that could delay, prevent or discourage transactions involving actual or potential changes of control, including transactions that may involve payment of a premium over prevailing market prices to the Company’s common shareholders.
In addition, the Company has adopted a shareholder rights plan (the “Plan”).
1 unchanged sentence
These provisions are described in further detail in “Description of the Company’s Securities” incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.
+Added: The Company’s Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the state courts of North Carolina will be the sole and exclusive forum for substantially all disputes between the Company’s and its shareholders.
+Added: The Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Company to the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the North Carolina Business Corporation Act (the “NCBCA”), the Articles, or the Bylaws, (iv) any action to interpret, apply, enforce, or determine the validity of the Articles or the Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles or the Bylaws, shall be the state courts of North Carolina in and for Orange County, North Carolina, subject to designation or assignment to the North Carolina Business Court (or, if no state court located within the State of North Carolina has jurisdiction, the United States District Court for the Middle District of North Carolina).
+Added: The Bylaws also provide that, notwithstanding the foregoing, (a) the provisions described above will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and (b) unless the Company consents in writing to the selection of an alternative forum, the federal district courts shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action against the Company or any director, officer, employee, or agent of the Company and arising under the Securities Act (however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder).
+Added: The choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees and may also result in increased costs for shareholders to bring any such claim, which may discourage such lawsuits against the Company and its directors, officers, and other employees.
+Added: If a court were to find the choice of forum provision contained in the Bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm the Company’s business, results of operations, and financial condition.
+Added: Even if the Company is successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees.
UNRESOLVED STAFF COMMENTS
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.