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Archive for March, 2014

Chevedden case highlights public company vs. shareholder proposal battles

March 31, 2014 Leave a comment

smallclaimspixIn an unusual twist in shareholder litigation, four different public companies – EMC Corp, Express Scripts Holding Co., Omnicom Group Inc. and Chipotle Mexican Grill Inc.  – recently filed lawsuits against a 68-year old retired investor shareholder filing numerous shareholder proposals. Over the past several decades, retail investor John Chevedden of Los Angeles has targeted over 400 large organizations, including, Google, GM, Dreamworks Animation and Hewlett Packard, issuing nonbinding proposals to pressure companies to change their governing and pay practices.

Having filed and won more proposals than any individual or institution in history, Chevedden has gained widespread notoriety amongst large corporation executives, attorneys and shareholders as the most “persistent provocateurs” around. Unlike big-money shareholder activists, he typically only buys the minimum number of shares ($2,000) required to submit proposals before launching reform measures, which often digs deep into the details of corporate governance issues such as how directors are elected and when shareholders can call special meetings. He claims the companies’ litigation is an attempt to thwart investors from pushing reform movements through the proxy process. And although he’s been successful in many of his previous efforts more and more companies have begun suing Chevedden for abusing the proxy process.

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Congress to NFIP: keep flood premiums in check

floodedEarlier this month Congress passed legislation scaling back major hikes in flood insurance premiums sending the bill to the White House where it is expected to be signed into law by President Obama in the coming weeks. The bill effectively halts many of the changes outlined in the Flood Insurance Reform Act of 2012, which was passed with the goal of making NFIP financially solvent; at the time, the program was $30 billion in debt from claims from Hurricane Sandy and other major storms.

The 2012 changes, frequently referred to as The Biggert-Waters Flood Insurance Reform Act, included provisions requiring the NFIP to raise premium’s to an actuarial sound basis for flood risks. Biggert-Water’s also called for re-mapping of flood zones, moved hundreds of thousands of homeowners into new, high-risk flood areas, thus eliminating subsidized premium rates they had previously benefitted from. In addition, the reform repealed the property sales trigger, which prevented new homeowners from keeping the very low pre-FIRM rates on new purchases.

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How many employees do you have? The answer may not be so simple

employeesSimple question? Maybe. For many organizations, it is anything but simple. Companies hire staff to complete required tasks. Many of these individuals are easily identified as ‘employees’ and the employer generates a W-2 reporting their compensation to the government. Alternatively, some organizations onboard certain workers as “Independent Contractors” to accomplish tasks. This category of worker is in a different class.

It gets confusing when “contractors” and regular employees are sitting at desks right beside each other doing identical or similar jobs and being overseen by the same individuals. In this scenario, the lines are blurred considerably. The IRS provides employers with some information on how to determine if someone has crossed the line from an ‘Independent Contractor’ to ‘employee’. The IRS tells us that the determination is based on Read more…

Breaking down the basics of ride share insurance

hailingacabSuppose you were injured in an accident. Before setting a toe inside a public livery, what mode of livery transportation would afford you the better protection? State regulators are concerned about proper insurance coverage for ride share drivers, passengers and pedestrians ever since an Uber driver hit and killed a 6-year-old girl on New Year’s Eve.

The case forces us to ask the question, does a ride sharing insurance policy go far enough to fully protect people involved in accidents?

If a car is involved in an accident while used in a ride-sharing arrangement, who pays? Typical language in a personal auto policy, such as that found in typical Personal Auto Policy, excludes coverage with respect to “liability arising out of the ownership or operation of a vehicle Read more…

Medical marijuana dispensaries face challenges from Fed and IRS

March 17, 2014 Leave a comment

irspotWith the legal U.S. cannabis market expected to reach 2.34 billion this year, use of marijuana continues to expand across the nation. As of today, 20 states and Washington D.C. have passed compassionate use laws, while 13 more have pending legislation to legalize the drug this year. American support has buoyed the state laws as well. According to a CNN/ORC International poll released in January, 55% of Americans support legalizing the drug, the highest percentage ever reported by the survey. In Massachusetts, marijuana policy reformers plan to introduce an initiative on the 2016 ballot to make pot legal for all adults, regulated similarly to alcohol.

However, along with the surge in market value and product use comes the need for a clear understanding about medical marijuana regulations beyond state borders. The U.S. Federal Government still Read more…

Target data breach: the cost increases as investigation continues

texasbreachIn the weeks following the Target data breach, we continue to learn of new exposures that may be falling on deaf ears. As a nation, we have become rather desensitized to the influx of data breaches. The number of large-scale security breaches has grown so steadily over the last several years that we are all starting to dismiss these events as “yet another breach”. But the Target case reminds us that risks change continuously, and that we  ignore emerging risks at our businesses’ peril.We need to stay attuned to the risks that this data breach presented and to make sure that we ask questions and vigilantly review risk management practices.

Recent reports indicate that the data breach impacted over 100 million records, involved over 40 million credit and debit card numbers, and personal data from over 70 million customers. It’s also Read more…

Is the ACA Here to Stay?

March 12, 2014 1 comment

healthcarefutureOver the past few months, many of our clients have asked about the Affordable Care Act (ACA) and the future of the law over the next few months and years. One of the most frequently asked questions is whether or not “Obamacare” is here to stay.

While there’s no definitive answer to this question, it appears more and more likely that the new health care law is not going away.

Among the many reasons that state leaders believe the ACA will remain in place are two key points:

  1. Many states have already begun implementing the law and providing coverage, meaning a full repeal of the law would be complicated at best, if not impossible.
  2. The law seems to be gaining traction and enrollments are on the rise. Nearly 3.3 million Read more…