Category Archives: M&A

Take Your Preventive Medicine


Better planning and management can head off most but not all problems. Sometimes stuff happens even when you do everything right. Either way, better management usually minimizes the damage and makes it easier to clean up the mess. It’s never … Continue reading

Posted in Bankruptcy, Board of Directors, CEO, CFO, Compliance, Cyber, D&O, Data Security, Director Liability, E&O, Employee Benefits, Employment, ESOP, Fiduciary Responsibility, Fraud, Health Plans, Internal Controls, Labor Relations, Leadership, M&A, Officers, Officers Liability, Performance Management, Privacy, Reductions In Force, Reengineering, Retirement Plans, Risk Management, Shareholder Liability, Stock Plans, Tax, Teaming, Turnaround Management, Workforce Management | Tagged , , , , , , , , , , , , , , , , , , , , , , , | Leave a comment

Supreme Court Ruling Boosts Arbitration Agreements’ Enforcability 


Employers and businesses should review their options to use arbitration and possible enhanced duty to arbitrate under arbitration agreements based on new SCOTUS Kindred Health decision. Continue reading

Posted in Arbitration, Board of Directors, CEO, CFO, Compliance, Data Security, Deferred Compensation Plans, Director Liability, Dispute Resolutuon, E&O, Employee Benefits, Employment, Fraud, Health Plans, Internal Controls, Labor Relations, M&A, Officers, Officers Liability, Performance Management, Privacy, Reductions In Force, Reengineering, Retirement Plans, Risk Management, Shareholder Liability, Stock Plans, Turnaround Management, Workforce Management | Tagged , , | Leave a comment

10 Practical Pointers To Use Law To Better Strengthen The Legal Defensibility Of Your Business & Its Leaders


Businesses and their leaders struggling to managing the ever-changing and constantly growing regulatory and other legal risks inherent in operating a business in today’s litigation and enforcement-charged environment often miss invaluable opportunities by failing to take certain basic steps that strengthen their liability defenses and the effectiveness of their risk management and compliance efforts.

While each organization and leader needs to carefully tailor its organizational risk management and compliance programs to meet the unique needs and challenges of its operations, all risk management and compliance efforts generally should incorporate and operate on at least each of the following 10 Corporate Governance processes:
Continue reading

Posted in Bankruptcy, Board of Directors, CEO, CFO, Compliance, D&O, Data Security, Deferred Compensation Plans, Director Liability, Director Liabiloity, Employee Benefits, Employment, Fiduciary Responsibility, Fraud, Health Plans, Internal Controls, Labor Relations, M&A, Officers Liability, Privacy, Reductions In Force, Reengineering, Retirement Plans, Risk Management, Shareholder Liability, Stock Plans, Tax, Turnaround Management | Tagged , , , , , , , , , , , , | 1 Comment

Money Services Business Pays $45K CMP For Violating BSA Reporting Requirements


Mian, Inc., doing business as Tower Package Store, a money services business (MSB) is learning an expensive of the risks of failing to report cash transactions and other anti-money laundering (AML) requirements of the Bank Secrecy Act (BSA).  It’s paying … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

FFI List Search and Download Tool Added To FATCA Website


The FFI List Search and Download Tool located on the FATCA Website is now available.  Use the Search and Download Tool to find out if a Foreign Financial Institution (FFI) has registered.  Download an entire list of Financial Institutions or … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

June 16 Deadline Nears for Taxpayers Living Abroad; June 4 IRS Webinar Can Help Those Reporting Foreign Accounts


Taxpayers abroad qualifying for an automatic two-month extension must file their 2013 federal income tax returns by Monday, June 16, according to the Internal Revenue Service. The June 16 deadline applies to U.S. citizens and resident aliens living overseas, or … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Justice Department ADA, Fair Housing Disability Discrimination Settlement with Design Professionals Highlights Growing Disability Discrimination Exposures


A settlement announced May 16, 2013 reminds U.S. housing and other businesses of their growing exposure to disability discrimination claims.  Justice Department Nails Architects & Engineers For Disability Discrimination On May 16, 2013, the Justice Department announced a $865,000 settlement … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , | Leave a comment

12/31 Hiring Deadline To Claim Work Opportunity Tax Credit For Hiring Vets


U.S. businesses planning to hire for positions that veterans qualify for might want to make their hiring decision by December 31, 2012 to take advantage of a possible opportunity to receive a Work Opportunity Tax Credit. Employers planning to claim an … Continue reading

Posted in Bankruptcy, CEO, Director Liabiloity, Employee Benefits, Employment, Fiduciary Responsibility, Internal Controls, Labor Relations, M&A, Officers, Reductions In Force, Reengineering, Tax, Turnaround Management | Tagged , , , , , , , , , , , , , , , , , , , , , | Leave a comment

RIFS & Other Workforce Changes Require Careful Legal & Operational Management


Hotel Bel-Air Gets Labor Gocha When Offering Severance A National Labor Relations Board (NLRB) decision that nails Hotel Bel-Air (Hotel) for offering severance packages to unionized workers highlights one of a range of potentially costly missteps that businesses conducting reductions … Continue reading

Posted in Bankruptcy, CEO, Director Liabiloity, Employee Benefits, Employment, Fiduciary Responsibility, Internal Controls, Labor Relations, M&A, Officers, Reductions In Force, Reengineering, Tax, Turnaround Management | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Disability Exposures Big US Business Risk; New DOD App Helps ID Resources


Businesses and individuals looking to find solutions to help accommodate persons with disabilities may find a new free app for Apple Devices from the Department of Defense (DOD) Computer/Electronic Accommodations Program helpful.  The new application now available in the iTunes App store … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , | 1 Comment

Personal Consumer Information Protection in Hospital/Healthcare Setting At HIMSS November 11


Stamer Speaks on “PCI In the Hospital/Healthcare Setting” on 11/1 in LA Cynthia Marcotte Stamer will speak on “PCI In The Hospital/Healthcare Setting” at the Privacy and Security Forum in Los Angeles, CA on Thursday, November 1. About The Program … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , , , , , , , , | Leave a comment

Obama Administration Continues War On Management Despite NLRB’s Tempoary Setback In Suit Against Arizona Secret Ballot Law


Businesses concerned about Obama Administration-backed efforts to promote its pro-labor agenda must stay diligent. Although a U.S. District Court judge in Arizona this week rejected a bid by the National Labor Relations Board (NLRB) to have an Arizona state constitutional amendment requiring secret balloting in union organizing campaigns invalidated as preëmpted by the National Labor Relations Act (NLRB) on its face, the Court left the door open for a potentially successful challenge to the Arizona secret ballot amendment in the future depending on how Arizona applies the law. Furthermore, considered in the context of the Obama Administration’s broader pro-union regulatory and enforcement agenda, the NLRB’s challenge to the Arizona and other state secret ballot laws reminds businesses that their operation face a minefield of mounting labor-management relations risks. In light of these expanding exposures, business leaders should update their policies and practices to mitigate the rising risks while keeping a close eye on the Obama Administration’s ongoing effort to expand the power of organized labor by challenging secret ballot mandates in Arizona and other states and the plethora of other pro-union regulatory and enforcement efforts.

Continue reading

Posted in Bankruptcy, CEO, Director Liabiloity, Employment, Internal Controls, M&A, Reengineering, Uncategorized | Tagged , , , , , , , , | 1 Comment

IRS Shares Model Section 83(b) Election Language; Execs & Companies Should Use Care When Handling Tax, Other Compensation Matters


New model notice to help Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Record $10M Plus Housing Disability Discrimination Settlement Shows Disability Exposures Big US Business Risk


 A $10,250,000  settlement announced by the Justice Department today (June 25, 2012) with JPI Construction L.P. (JPI) and six other JPI firms is the largest-ever disability-based housing discrimination settlement discriminated. The settlement resolves Justice Department charges the JPI and its affiliates illegally discriminated on the … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , | Leave a comment

Obama’s Comments Remind Businesses Of Rising Disability Discrimination Enforcement Risks On Olmstead Anniversary


Statements made today (June 22, 2012) by the Obama Administration confirm that U.S. businesses face a continuing and growing need to be on guard to defend against potential disability discrimination liabilities.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , | Leave a comment

June 30 Deadline To Report Foreign Bank and Financial Account Information Looming


Got a foreign bank account? You may need to get moving to avoid missing an important reporting deadline on June 30.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Landlords, Lenders & Other Businesses Face Growing Exposures For Failing To Accommodate Special Needs Of Customers


Businesses should take steps to make sure that their business properties, operations and people are properly prepared to meet the special needs of customers and other persons with disabilities, language restrictions or other protected status requiring accommodation in light of the growing emphasis of the Obama Administration on enforcing disability discrimination laws.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , , | Leave a comment

Georgia Manufacturer Requiring Excessive I-9 Work Eligibility Documentation Nailed For Illegal Discrimination


The Justice Department’s December 30, 2011 announcement of its negotiation of a settlement with small Georgia rug manufacturer Garland Sales Inc. (Garland) shows all businesses run big risks for violating Federal Civil Rights and other employment discrimination laws. Careful processes and procedures to balance compliance with I-9 documentation rules and exposures to discrimination charges.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Record-Breaking Countrywide Settlement Highlights Rising Exposures of US Businesses To Discrimination Prosecution


The Obama Administration sent another sharp reminder to U.S. businesses about their growing exposure to prosecution for illegal discrimination practices when it filed its largest residential fair lending settlement in history this week.

The latest in a stream of discrimination enforcement actions taken by the Obama Administration against U.S. businesses for alleged violations of U.S. civil rights and other discrimination laws, the settlement agreement announced December 21, 2011 provides for payment of $335 million in compensation to the more than 200,000 qualified African-American and Hispanic borrowers that Federal officials allege were victims of the widespread pattern or practice of illegal discrimination against qualified African-American and Hispanic borrowers by Countrywide Financial Corporation and its subsidiaries (Countrywide) while Countrywide served as one of the nation’s largest single-family mortgage lenders and originated more than 4 million residential mortgage loans. Bank of America now owns Countrywide.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

IRS Releases Guidance on Foreign Financial Asset Reporting


The Internal Revenue Service in coming days will release a new information reporting form that taxpayers will use starting this coming tax filing season to report specified foreign financial assets for tax year 2011. US businesses with foreign assets or accounts need … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

New School Racial Accommodation Guidance Gives Important Insights For Schools & Other Organizations On Obama Administration Affirmative Action Enforcement


Race One Of Many Enforcement Priorities On Administration Agenda Schools as well as U.S. private businesses and governmental agencies generally should examine two new guidance documents available here detailing what voluntary affirmative action and racial integration options that the Obama … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , , , , , , | Leave a comment

Justice Department Landlord Suit Shows Businesses Face Rising Disability Discrimination Enforcement Risks


DOJ Sues Another Landloard For Disability Discrimination Latest Action Shows Obama Justice Department Aggressively Enforcing Discrimination Laws The Justice Department on November 23, 2011 sued the University of Nebraska at Kearney (UNK), the Board of Regents of the University of … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

New NAE Accounting Method Safe Harbor Announced


Revenue Procedure 2011-46 provides a book safe harbor method of accounting for taxpayers using the nonaccrual-experience (NAE) method of accounting under § 448(d)(5) of the Internal Revenue Code and § 1.448-2 of the Income Tax Regulations. In general, under the NAE … Continue reading

Posted in Bankruptcy, CEO, M&A, Tax | Tagged , , , , , , , , | Leave a comment

Post Hurricane Irene, Tropical Storm Lee Low-Income Housing Relief In New York, Pennsylvania


The Internal Revenue Service has announced special relief designed to promote greater availability of low-income housing in New York and Pennsylvania for areas affected by Hurricane Irene. Notice 2011-87 suspends certain requirements under § 42 of the Internal Revenue Code for low-income housing credit projects … Continue reading

Posted in Bankruptcy, CEO, M&A, Tax | Tagged , , , , | Leave a comment

IRS Releases Final Rules On Disregarded Entities


The Internal Revenue Service has published new guidance on disregarded entities and excise taxes. Continue reading

Posted in Bankruptcy, CEO, M&A, Tax | Tagged , , | Leave a comment

Businesses Face Rising Disability Discrimination Enforcement Risks


Enforcing disability discrimination laws is a high priority of the Obama Administration Business leaders increasingly recognize the need to tighten procedures to manage disability discrimination risks.  The rising tide of enforcement actions highlights this expanding exposure. The July, 2011 Justice … Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

Rising NLBR Enforcement Actions Signal Need To Prepare To Defend Anti-Union and Other Non-Union Specific Practices Against Potential Challenges


The National Labor Regulations Board (NLRB)’s announcement of a settlement against a Connecticut nursing home operator this week in conjunction with a series of other enforcement actions highlight the need for businesses to tighten defenses and exercise other caution to minimize their organization’s exposure to potential NLRB charges or investigation. As reflected by many of these enforcement acts, the exposures arise both from active efforts by businesses to suppress union organizing or contracting activities, as well as the failure to identify and manage hidden labor law exposures in the design and administration of more ordinary human resources, compliance, business operations and other policies and practices.

Continue reading

Posted in Bankruptcy, CEO, D&O, Director Liabiloity, Employment, Fiduciary Responsibility, Fraud, Internal Controls, M&A, Officers, Reengineering, Shareholder Liability, Tax, Uncategorized | Tagged , , , , , , , , , , , , , , , , | Leave a comment

IRS Establishes Safe Harbor Election for Allocating Success-Based Fees Paid On Certain Business Transactions


IRS Establishes Safe Harbor Election for Allocating Success-Based Fees Paid On Certain Business Transactions
The Internal Revenue Service is establishing a new safe harbor that businesses may elect to use when allocating success-based fees paid in connection with a business organizsatoin under Treasury Regulation § 1.263(a)-5(e)(3) of the Income Tax Regulations.
Revenue Procedure 2011-29 will be published in Internal Revenue Bulletin 2011-18 on May 2. It will provide that in lieu of maintaining the documentation required by § 1.263(a)-5(f), electing taxpayers may elect to treat 70 percent of the success-based fee as an amount that does not facilitate the transaction. The remaining portion of the fee must be capitalized as an amount that facilitates the transaction.
About Solutions Law Press
Solutions Law Press™ provides business risk management, legal compliance, management effectiveness and other resources, training and education on health care, human resources, employee benefits, data security and privacy, insurance, and other key compliance, risk management, internal controls and other key operational concerns. If you find this of interest, you also be interested reviewing some of our other Solutions Law Press resources including:
• TPA’s Embezzlement Guilty Plea Reminds Plan Sponsors, Fiduciaries & Service Providers To Ensure Fiduciaries, Administrators & Staff Prudently Selected, Monitored & Bonded
• 4/19 Deadline For Comments On Proposed Rules For Selecting State Employment Service Delivery Systems Providers For Veterans
• ERISA Leader Nell Hennessy Dies From Cancer
• IRS Expands When HFSAs & HRAS May Allow Over-The-Counter Drug Purchases With Drug Cards
• IRS, HHS & DOL To Delay Enforcement of New Insured Group Health Plan Non-Discrimination Rules Pending Guidance; Seek Public Input on Rules
• DOL Announces Changes To H-2B Prevailing Wage Calculation Rules
• $1 Million + FLSA Overtime Settlement Shows Employers Should Tighten On-Call, Other Wage & Hour Practices
• Medical Resident Stipend Ruling Shows Health Care, Other Employers Should Review Worker Classification, Payroll & Other Practices
• CMS Physician Compare Web Site Offers Consumers New Provider Info Source
• Avoiding Post-Holiday Celebration Sexual Harassment & Discrimination Liability
• Small Employers Should Weigh If Health Premium Tax Credit Justifies Changing Employee Leasing Arrangements
• 2011 Standard Mileage Rates Announced
• Proposed New Defined Benefit Plan Annual Funding Notice Rule Reminder of Need to Carefully Manage Pension Plan Responsibilities
• Affordable Care Act Grandfathered Plan Rules Loosened To Allow Insured Plans Making Some Insurance Changes To Qualify
• Update Employment Practices To Manage Genetic Info Discrimination Risks Under New EEOC Final GINA Regulations
• EEOC Attacks Medical Leave Denials As Prohibited Disability Discrimination
• DOL Proposes To Expand Investment Related Services Giving Rise to ERISA Fiduciary Status As Investment Fiduciary
If you or someone else you know would like to receive future updates about developments on these and other concerns, please be sure that we have your current contact information – including your preferred e-mail – by creating or updating your profile at here or e-mailing this information here. To unsubscribe, e-mail here.

©2011 Cynthia Marcotte Stamer. Non-exclusive right to republish granted to Solutions Law Press. All other rights reserved.
Continue reading

Posted in Bankruptcy, CEO, M&A, Tax | Tagged , , , , , , , , | Leave a comment