The Spring 2015 edition of Corporate Articles, a publication of the Corporate and Association Counsel Division of the Federal Bar Association, includes an article related to EMV and the risks of waiting too long for retailers and other businesses to upgrade their technology.
How to transform a family business: insights from the trenches Browne & Mohan
The document discusses insights into transforming a family business. It begins by providing background on the prevalence of family businesses globally and in India. It then outlines some of the common challenges family businesses face, such as unclear roles and decision-making bottlenecks. The document recommends conducting an assessment of the family business' "maturity" to identify gaps. It suggests transformations on both the family side, such as establishing governance structures and succession planning, and the business side, like evaluating operations and investing in capabilities. The goal is to professionalize processes while preserving family identity.
Alvarez & Marsal Taxand, LLC,a tax-advisory affiliate of management consulting firm Alvarez & Marsal, recently surveyed top financial executives of U.S. multinational companies to solicit perspectives and priorities with respect to tax competitiveness and tax reform.
Self-employment taxes consist of Social Security and Medicare taxes for individuals who work for themselves. In 2011, the self-employment tax rate is 13.3%, comprised of 10.4% for Social Security and 2.9% for Medicare. Common business structures include sole proprietorships, partnerships, LLCs, S corporations, and C corporations. Estimated tax payments are generally required quarterly for sole proprietors and self-employed individuals expected to owe $1,000 or more in taxes. To be deductible, business expenses must be ordinary and necessary to the trade or business.
The document summarizes key tax changes resulting from the American Taxpayer Relief Act of 2012, which addressed the fiscal cliff. Two new taxes take effect in 2013 - a 3.8% Net Investment Income Tax on investment income above thresholds and a 0.9% additional Medicare tax on wages above thresholds. The top capital gains and dividend tax rate increases to 20% for income above $400,000/$450,000. Estate and gift tax exemptions remain at $5.25 million and the top rate is 40%. Itemized deductions are reduced for incomes above $250,000/$300,000.
Corporate Inversions May Be on the Rise | RegBlogGrayson C. Weeks
American companies are increasingly moving their headquarters overseas to lower their tax bills in a practice called corporate inversion. A recent study found that companies that become American Companies with Foreign Incorporation (AFCs) pay an effective tax rate about 7% lower than comparable U.S. companies. However, AFCs also face costs from moving to countries with weaker legal protections for shareholders and investors perceive them as more opaque. While new regulations may affect some companies' calculations, corporate inversions are still expected to rise due to international tax and competitive pressures.
The Canadian government released its first budget under Prime Minister Paul Martin which includes significant future spending commitments. However, some members of Canada's business community are worried that the budget does not do enough to maintain the country's competitiveness in the global economy through tax incentives and other measures. While the budget was received positively by some groups, others such as the Canadian Manufacturers & Exporters Association believe the government's competitiveness agenda is not being implemented quickly enough. There is debate around whether the tax reductions and other measures in the budget will be sufficient to attract investment and keep Canada competitive internationally over the long term.
Partner Training: Starting a NonprofitGrace Dunlap
This document provides an overview of the steps involved in starting a nonprofit organization, including establishing a board of directors, legal formation through filing articles of incorporation with the state, applying for 501(c)(3) federal tax exemption, complying with state-level regulations, and fulfilling annual reporting requirements. It discusses the services offered by CharityNet USA to help nonprofits with tasks such as document preparation, registrations, bookkeeping, and strategic planning. The conclusion emphasizes helping clients generate revenue and build a strong operational foundation through recommended services.
The survey asked 151 C-Suite executives from large Canadian companies about their views on the new federal government, the Trans-Pacific Partnership trade deal, and the Paris Climate Change Conference. Key findings include: the C-Suite is concerned about potential negative tax implications from the new Liberal government; support for the TPP is mixed but most see benefits from expanded markets; and most agree that Canada should join a major global climate agreement including major economies even if the US does not participate.
How to transform a family business: insights from the trenches Browne & Mohan
The document discusses insights into transforming a family business. It begins by providing background on the prevalence of family businesses globally and in India. It then outlines some of the common challenges family businesses face, such as unclear roles and decision-making bottlenecks. The document recommends conducting an assessment of the family business' "maturity" to identify gaps. It suggests transformations on both the family side, such as establishing governance structures and succession planning, and the business side, like evaluating operations and investing in capabilities. The goal is to professionalize processes while preserving family identity.
Alvarez & Marsal Taxand, LLC,a tax-advisory affiliate of management consulting firm Alvarez & Marsal, recently surveyed top financial executives of U.S. multinational companies to solicit perspectives and priorities with respect to tax competitiveness and tax reform.
Self-employment taxes consist of Social Security and Medicare taxes for individuals who work for themselves. In 2011, the self-employment tax rate is 13.3%, comprised of 10.4% for Social Security and 2.9% for Medicare. Common business structures include sole proprietorships, partnerships, LLCs, S corporations, and C corporations. Estimated tax payments are generally required quarterly for sole proprietors and self-employed individuals expected to owe $1,000 or more in taxes. To be deductible, business expenses must be ordinary and necessary to the trade or business.
The document summarizes key tax changes resulting from the American Taxpayer Relief Act of 2012, which addressed the fiscal cliff. Two new taxes take effect in 2013 - a 3.8% Net Investment Income Tax on investment income above thresholds and a 0.9% additional Medicare tax on wages above thresholds. The top capital gains and dividend tax rate increases to 20% for income above $400,000/$450,000. Estate and gift tax exemptions remain at $5.25 million and the top rate is 40%. Itemized deductions are reduced for incomes above $250,000/$300,000.
Corporate Inversions May Be on the Rise | RegBlogGrayson C. Weeks
American companies are increasingly moving their headquarters overseas to lower their tax bills in a practice called corporate inversion. A recent study found that companies that become American Companies with Foreign Incorporation (AFCs) pay an effective tax rate about 7% lower than comparable U.S. companies. However, AFCs also face costs from moving to countries with weaker legal protections for shareholders and investors perceive them as more opaque. While new regulations may affect some companies' calculations, corporate inversions are still expected to rise due to international tax and competitive pressures.
The Canadian government released its first budget under Prime Minister Paul Martin which includes significant future spending commitments. However, some members of Canada's business community are worried that the budget does not do enough to maintain the country's competitiveness in the global economy through tax incentives and other measures. While the budget was received positively by some groups, others such as the Canadian Manufacturers & Exporters Association believe the government's competitiveness agenda is not being implemented quickly enough. There is debate around whether the tax reductions and other measures in the budget will be sufficient to attract investment and keep Canada competitive internationally over the long term.
Partner Training: Starting a NonprofitGrace Dunlap
This document provides an overview of the steps involved in starting a nonprofit organization, including establishing a board of directors, legal formation through filing articles of incorporation with the state, applying for 501(c)(3) federal tax exemption, complying with state-level regulations, and fulfilling annual reporting requirements. It discusses the services offered by CharityNet USA to help nonprofits with tasks such as document preparation, registrations, bookkeeping, and strategic planning. The conclusion emphasizes helping clients generate revenue and build a strong operational foundation through recommended services.
The survey asked 151 C-Suite executives from large Canadian companies about their views on the new federal government, the Trans-Pacific Partnership trade deal, and the Paris Climate Change Conference. Key findings include: the C-Suite is concerned about potential negative tax implications from the new Liberal government; support for the TPP is mixed but most see benefits from expanded markets; and most agree that Canada should join a major global climate agreement including major economies even if the US does not participate.
This document discusses various offshore structures and tax reporting considerations for US persons with foreign assets. It notes that while having foreign accounts is legal, evading taxes is not. It describes "disregarded entities" and forms like 8832 that can elect to treat foreign entities as disregarded for tax purposes. However, it suggests that alternative structures providing more privacy and tax benefits than disregarded entities exist, though consulting is needed to understand the appropriate strategy.
The document discusses different types of business entities including sole proprietorships, partnerships, S corporations, and C corporations. It notes key factors to consider when choosing a business entity such as line of business, number of owners/investors, control and management structure, use of employees or contractors, financing needs, tax implications, and liability issues. The types of business entities vary in their requirements for formation, ownership structure, liability, management and control, taxation, and other attributes.
This is a presentation which I will give to the Lowcountry Human Resource Association on May 7, 2019. Why are Accounting & Finance important? Why is HR important? What's the status of the accounting profession right now? What are the hard trends affecting the accounting profession? What are some initiatives that Accounting & Finance and HR can partner on?
Underpublicized 2012 Tax Changes & Reminders 3 12 2012Brian Eckeberger
Several tax changes for 2012 are worth noting. Form 8949 must be filed for capital gains and losses, and Form 8938 is required for foreign financial assets over applicable thresholds. Those who rolled over IRAs to Roth accounts in 2010 can report half the amount on their 2011 and 2012 returns. Select military and intelligence personnel remain eligible for the first-time homebuyer credit in 2011. Mileage deduction rates increased in the second half of 2011. Fewer vehicles qualified for alternative motor vehicle credits. The health coverage tax credit increased to 72.5% retroactively for some. Medical expense definitions were narrowed for HSAs and MSAs, and penalties increased for non-qualified distributions from those accounts.
2014.07.23 Through the Laffer Lens - Policy Potpourri, Part II (3)Andrew Haley
- Corporate tax inversions have increased as companies seek to avoid high U.S. corporate tax rates. Unless the tax code is reformed to lower rates and broaden the base, inversions will continue.
- The Foreign Account Tax Compliance Act (FATCA) places new reporting requirements on foreign banks with U.S. accounts. Many foreign banks have closed American accounts in response.
- The WHO proposes a global tobacco excise tax of at least 70% of retail price. However, economists disagree on the impact and such a high uniform tax may undermine government revenues and increase illicit trade between countries.
Canadian government have to provide the rcmp with the resources it needsNPF-FPN
Without enough resources, it would be difficult for any organization to thrive and prosper. This is also true with the Royal Canadian Mounted Police. The police force needs to have enough financial resources in order to meet the rising demands. If the government will not address the compensation and workload issues that the police force is facing right now, it will be hard for the force to recruit new members.
The document discusses succession planning for family businesses and navigating taxes. It begins by noting that any transfer of assets between individuals or entities carries potential tax implications like income, gift, estate, or excise taxes. The key is to identify the client's objectives upfront, understand their history and fears, and tailor a plan to minimize taxable transfers and maximize tax exclusions and credits. This allows transferring value below taxation thresholds while still maintaining some control. Tools like trusts, annual gift exclusions, and flow-through entities can help transfer assets out of the estate while addressing client concerns about maintaining control and access to income. The overall goal is a comprehensive plan that moves assets to the desired destination with the fewest tax obstacles.
Succeed from the start, your guide to bringing your business to the U.S.Emma Cowdery
Learn the steps of opening a business in the U.S. from beginning to end. Brought to you by the Delaware Concierge Team for International Business, this guide outlines the necessary components of setting up your U.S. branch office from incorporating, taxes, visas, hiring employees and more. Read success stories of other international firms and get connected with experts that will help you.
Current Thinking, November/December 2012Kevin Lenox
- If lawmakers cannot agree on a deal by the end of the year to avoid the "fiscal cliff", $560 billion in tax increases and $136 billion in spending cuts will automatically go into effect in 2013, resulting in a 3.6% decline in GDP and average household tax bills rising by $3,500.
- With many popular tax deductions and credits set to expire, tax planning strategies are more important than ever given the uncertainty around which provisions will be extended or changed.
- Estate and gift tax exemptions could be reduced substantially if Congress does not act, so accelerating gifts may help move assets out of estates before year-end.
An optimum guidance on outsourcing tax preparation services and solutions at Cogneesol.com, A Business Outsourcing Company based out of California, United States.
2011 IJO Protecting And Transferring The Family JewelsBrian T. Whitlock
The document discusses strategies for protecting a family's business and assets, including minimizing risks, taxes, and administration expenses when transferring the business or financial assets. It recommends identifying business and personal risks and using tools like trusts, insurance, and transferring assets to protect the family and business. The last part discusses strategies for tax efficiently transferring the business to family or third parties while managing finances to impact the business's value.
This document is a monthly newsletter from Cedar Point Financial Services. It discusses several topics related to personal finance, including the upcoming tax filing deadline of April 18, 2017 and what to do if you need an extension or owe taxes. It also provides tips on buying fuel-efficient vehicles and how to encourage a culture of philanthropy within a business. The newsletter concludes with brief discussions on what happens to property if someone dies without a will and when a gift tax return may be required.
This document discusses the different types of ownership in a business. This will guide business start-ups to full understand and choose the right type of business ownership which is dependent on their needs.
The document discusses recent developments in tax reform efforts. It notes that Senate Finance Committee tax reform working groups are nearing their deadline to report recommendations to the full committee. There is growing support among lawmakers for a "patent box" tax regime to encourage domestic intellectual property activity. However, concerns remain about potential costs and overlaps with the research and development tax credit. Lawmakers are also working on short-term extensions of highway funding and tax extenders as broader tax reform efforts continue.
Location Matters: The State Tax Costs of Doing BusinessTax Foundation
This document provides an overview of the Location Matters study, which aims to comprehensively calculate and compare the real-world state and local tax burdens faced by different types of model corporations across all 50 U.S. states. The study examines the effective tax rates for 7 model firm types (corporate headquarters, R&D facility, retail store, capital-intensive manufacturer, labor-intensive manufacturer, call center, and distribution center) in 99 cities across the U.S., accounting for taxes like corporate income tax, property tax, sales tax, and more. It analyzes tax burdens for both new and mature operations, in order to assess the impact of tax incentives. The results are intended to help various stakeholders
The document discusses state and local taxation issues, particularly regarding services. It notes past efforts by some states to tax services that were later repealed. It also discusses issues like nexus standards, sales tax audits, and court cases related to exemptions. The author is an experienced CPA who provides advice on state and local taxes and regularly speaks on the topics.
Why prepare now? 5 things that smart businesses are doing TODAY to prepare fo...Grant Thornton LLP
Tax reform is top of mind for many of today’s businesses as they struggle to understand what it might mean to them, and what they should be doing to prepare. While it may be easy to be paralyzed by the uncertainty of the legislative process, a “wait-and-see” approach is a mistake. The prospect of tax reform creates tremendous new tax planning opportunities, and many of these are effective only if done before tax reform is enacted. No company should be making long-term business decisions without understanding how tax reform could affect the economic impact. Learn the five steps your business can take now to prepare for tax reform.
This document provides information on legal plans and identity theft protection plans that can be offered as employee benefits. It discusses the benefits of the plans, including unlimited legal consultations, legal document reviews, identity monitoring and restoration services. It also outlines the companies involved in providing these plans, including Pre-Paid Legal Services and Kroll, and how individuals can become agents to market the plans to local businesses for a commission.
This document discusses various offshore structures and tax reporting considerations for US persons with foreign assets. It notes that while having foreign accounts is legal, evading taxes is not. It describes "disregarded entities" and forms like 8832 that can elect to treat foreign entities as disregarded for tax purposes. However, it suggests that alternative structures providing more privacy and tax benefits than disregarded entities exist, though consulting is needed to understand the appropriate strategy.
The document discusses different types of business entities including sole proprietorships, partnerships, S corporations, and C corporations. It notes key factors to consider when choosing a business entity such as line of business, number of owners/investors, control and management structure, use of employees or contractors, financing needs, tax implications, and liability issues. The types of business entities vary in their requirements for formation, ownership structure, liability, management and control, taxation, and other attributes.
This is a presentation which I will give to the Lowcountry Human Resource Association on May 7, 2019. Why are Accounting & Finance important? Why is HR important? What's the status of the accounting profession right now? What are the hard trends affecting the accounting profession? What are some initiatives that Accounting & Finance and HR can partner on?
Underpublicized 2012 Tax Changes & Reminders 3 12 2012Brian Eckeberger
Several tax changes for 2012 are worth noting. Form 8949 must be filed for capital gains and losses, and Form 8938 is required for foreign financial assets over applicable thresholds. Those who rolled over IRAs to Roth accounts in 2010 can report half the amount on their 2011 and 2012 returns. Select military and intelligence personnel remain eligible for the first-time homebuyer credit in 2011. Mileage deduction rates increased in the second half of 2011. Fewer vehicles qualified for alternative motor vehicle credits. The health coverage tax credit increased to 72.5% retroactively for some. Medical expense definitions were narrowed for HSAs and MSAs, and penalties increased for non-qualified distributions from those accounts.
2014.07.23 Through the Laffer Lens - Policy Potpourri, Part II (3)Andrew Haley
- Corporate tax inversions have increased as companies seek to avoid high U.S. corporate tax rates. Unless the tax code is reformed to lower rates and broaden the base, inversions will continue.
- The Foreign Account Tax Compliance Act (FATCA) places new reporting requirements on foreign banks with U.S. accounts. Many foreign banks have closed American accounts in response.
- The WHO proposes a global tobacco excise tax of at least 70% of retail price. However, economists disagree on the impact and such a high uniform tax may undermine government revenues and increase illicit trade between countries.
Canadian government have to provide the rcmp with the resources it needsNPF-FPN
Without enough resources, it would be difficult for any organization to thrive and prosper. This is also true with the Royal Canadian Mounted Police. The police force needs to have enough financial resources in order to meet the rising demands. If the government will not address the compensation and workload issues that the police force is facing right now, it will be hard for the force to recruit new members.
The document discusses succession planning for family businesses and navigating taxes. It begins by noting that any transfer of assets between individuals or entities carries potential tax implications like income, gift, estate, or excise taxes. The key is to identify the client's objectives upfront, understand their history and fears, and tailor a plan to minimize taxable transfers and maximize tax exclusions and credits. This allows transferring value below taxation thresholds while still maintaining some control. Tools like trusts, annual gift exclusions, and flow-through entities can help transfer assets out of the estate while addressing client concerns about maintaining control and access to income. The overall goal is a comprehensive plan that moves assets to the desired destination with the fewest tax obstacles.
Succeed from the start, your guide to bringing your business to the U.S.Emma Cowdery
Learn the steps of opening a business in the U.S. from beginning to end. Brought to you by the Delaware Concierge Team for International Business, this guide outlines the necessary components of setting up your U.S. branch office from incorporating, taxes, visas, hiring employees and more. Read success stories of other international firms and get connected with experts that will help you.
Current Thinking, November/December 2012Kevin Lenox
- If lawmakers cannot agree on a deal by the end of the year to avoid the "fiscal cliff", $560 billion in tax increases and $136 billion in spending cuts will automatically go into effect in 2013, resulting in a 3.6% decline in GDP and average household tax bills rising by $3,500.
- With many popular tax deductions and credits set to expire, tax planning strategies are more important than ever given the uncertainty around which provisions will be extended or changed.
- Estate and gift tax exemptions could be reduced substantially if Congress does not act, so accelerating gifts may help move assets out of estates before year-end.
An optimum guidance on outsourcing tax preparation services and solutions at Cogneesol.com, A Business Outsourcing Company based out of California, United States.
2011 IJO Protecting And Transferring The Family JewelsBrian T. Whitlock
The document discusses strategies for protecting a family's business and assets, including minimizing risks, taxes, and administration expenses when transferring the business or financial assets. It recommends identifying business and personal risks and using tools like trusts, insurance, and transferring assets to protect the family and business. The last part discusses strategies for tax efficiently transferring the business to family or third parties while managing finances to impact the business's value.
This document is a monthly newsletter from Cedar Point Financial Services. It discusses several topics related to personal finance, including the upcoming tax filing deadline of April 18, 2017 and what to do if you need an extension or owe taxes. It also provides tips on buying fuel-efficient vehicles and how to encourage a culture of philanthropy within a business. The newsletter concludes with brief discussions on what happens to property if someone dies without a will and when a gift tax return may be required.
This document discusses the different types of ownership in a business. This will guide business start-ups to full understand and choose the right type of business ownership which is dependent on their needs.
The document discusses recent developments in tax reform efforts. It notes that Senate Finance Committee tax reform working groups are nearing their deadline to report recommendations to the full committee. There is growing support among lawmakers for a "patent box" tax regime to encourage domestic intellectual property activity. However, concerns remain about potential costs and overlaps with the research and development tax credit. Lawmakers are also working on short-term extensions of highway funding and tax extenders as broader tax reform efforts continue.
Location Matters: The State Tax Costs of Doing BusinessTax Foundation
This document provides an overview of the Location Matters study, which aims to comprehensively calculate and compare the real-world state and local tax burdens faced by different types of model corporations across all 50 U.S. states. The study examines the effective tax rates for 7 model firm types (corporate headquarters, R&D facility, retail store, capital-intensive manufacturer, labor-intensive manufacturer, call center, and distribution center) in 99 cities across the U.S., accounting for taxes like corporate income tax, property tax, sales tax, and more. It analyzes tax burdens for both new and mature operations, in order to assess the impact of tax incentives. The results are intended to help various stakeholders
The document discusses state and local taxation issues, particularly regarding services. It notes past efforts by some states to tax services that were later repealed. It also discusses issues like nexus standards, sales tax audits, and court cases related to exemptions. The author is an experienced CPA who provides advice on state and local taxes and regularly speaks on the topics.
Why prepare now? 5 things that smart businesses are doing TODAY to prepare fo...Grant Thornton LLP
Tax reform is top of mind for many of today’s businesses as they struggle to understand what it might mean to them, and what they should be doing to prepare. While it may be easy to be paralyzed by the uncertainty of the legislative process, a “wait-and-see” approach is a mistake. The prospect of tax reform creates tremendous new tax planning opportunities, and many of these are effective only if done before tax reform is enacted. No company should be making long-term business decisions without understanding how tax reform could affect the economic impact. Learn the five steps your business can take now to prepare for tax reform.
This document provides information on legal plans and identity theft protection plans that can be offered as employee benefits. It discusses the benefits of the plans, including unlimited legal consultations, legal document reviews, identity monitoring and restoration services. It also outlines the companies involved in providing these plans, including Pre-Paid Legal Services and Kroll, and how individuals can become agents to market the plans to local businesses for a commission.
Tax Law Associates, LLC is a tax law consulting firm that prides itself on employing highly qualified professionals with diverse tax and business backgrounds. It aims to provide customized services and strategic solutions to reduce clients' tax burdens and optimize their business potential. The firm's staff includes professionals with extensive credentials from major accounting firms and the IRS, and it is committed to delivering the highest level of tax expertise.
Strategic Solutions to Reduce Tax Burdens and Maximize Cash FlowBruce Jooste
Providing comprehensive tax strategies and models to businesses that once implemented typically reduce your tax burden by 20% to 40% on an annual basis.
Presentation Offers Valuation Strategies for Tax-Effective Practice TransactionsPYA, P.C.
The document provides an overview of valuation strategies for physician and dentist practice transactions, with a focus on tax-effective structuring. It discusses key considerations around classifying goodwill as either personal or enterprise goodwill in an acquisition, as this classification can have significant tax implications. The document also outlines current trends in medical and dental practice acquisitions, common challenges, and tax issues that may arise depending on whether the practice is structured as a C-corporation, S-corporation, or LLC.
With Congress debating tax extenders, including the R&D tax credit, it's a good time to check your understanding of the credit and how you could use it more effectively. More at http://gt-us.co/1uDxLn6
Advertising Tax Impact Accomplishments And The FutureAffiliate Summit
Discussion on the Advertising Tax by industry leaders that have played a key role in organizing industry advocates and educating legislators on the impact of state tax nexus legislation.
Brian Littleton, President / CEO, ShareASale.com (Twitter @Brianlittleton) (Moderator)
Karen Garcia, Partner, GTO Management (Twitter @karengarcia)
Beth Kirsch, Volunteer, Performance Marketing Alliance (Twitter @bethkirsch)
Melanie Seery, President, Affiliate Voice (Twitter @mellies)
Myer Holding Limited Annual Report 2014Alyssa Dennis
The document provides information on Myer Holding Limited's annual report for 2014, including details on its subsidiaries, associates, joint ventures, and significant investments. Myer Holding Limited has 22 subsidiaries, including 5 overseas subsidiaries, and 20 largest shareholders. The annual report also lists the 5 most significant shareholders which are important investments for Myer Holding Limited.
ForwardThinking is a look ahead at the latest knowledge and insights available from Grant Thornton LLP. It includes a collection of our research, thought leadership and a schedule of upcoming webcasts and events.
Ahead of the marcus evans Tax Officers Summit 2022, read here an interview with Chris Roetheli on what strategies and programs would help the tax function drive ESG impact.
Barton Associates Locum Tenens Tax Guide Webinar Slide DeckJess Huckins
How can you make filing your taxes as an independent contractor as easy as possible? How will tax reform affect your locum tenens career in the years to come? Barton Associates’ locum tenens tax guide author and healthcare tax expert Andrew D. Schwartz, CPA, addressed these questions and more in our recent webinar. Here is the slide deck.
Mercer Capital's Value Matters™ | Issue 1 2018Mercer Capital
Mercer Capital's Value Matters™ addresses gift & estate tax, ESOP, buy-sell agreement, and transaction advisory topics of interest to estate planners and other professional advisors to business.
Here are the key points regarding the relationship between tax avoidance and corporate social responsibility/ethical behavior:
- There is an ongoing debate about whether aggressive tax avoidance aligns with corporate social responsibility and ethical business conduct.
- Corporate social responsibility refers to companies taking responsibility for the social and economic impact of their operations on communities. This includes contributing to public welfare.
- Ethical business behavior refers to companies acting in accordance with generally accepted moral and professional standards of conduct.
- Tax avoidance uses legal methods and loopholes to minimize tax obligations. Tax evasion is illegal.
- Governments argue aggressive tax avoidance deprives them of revenue that could fund public services. Critics say it contradicts the spirit of contributing to society
Provider/payor Convergence: A path to continued growthGrant Thornton LLP
As bottom lines shrink, payors and providers are beginning to see convergence, or vertical integration, as the path to growth, Panelists from Johns Hopkins Institutions, Buchanan Ingersoll & Rooney PC and Grant Thornton LLP share their experience and offer insight on the challenges and benefits of this strategy. Read the full paper at http://gt-us.co/1Cv6MRA
This article on your 2016 tax return and tax planning tips for nonqualified deferred compensation plans is reprinted with permission of myNQDC.com, a respected source of information, content, and tools on nonqualified deferred compensation.
Similar to Page 5: Why You Shouldn’t Wait to Upgrade Your Credit Card Processing Equipment and Software (20)
5th LF Energy Power Grid Model Meet-up SlidesDanBrown980551
5th Power Grid Model Meet-up
It is with great pleasure that we extend to you an invitation to the 5th Power Grid Model Meet-up, scheduled for 6th June 2024. This event will adopt a hybrid format, allowing participants to join us either through an online Mircosoft Teams session or in person at TU/e located at Den Dolech 2, Eindhoven, Netherlands. The meet-up will be hosted by Eindhoven University of Technology (TU/e), a research university specializing in engineering science & technology.
Power Grid Model
The global energy transition is placing new and unprecedented demands on Distribution System Operators (DSOs). Alongside upgrades to grid capacity, processes such as digitization, capacity optimization, and congestion management are becoming vital for delivering reliable services.
Power Grid Model is an open source project from Linux Foundation Energy and provides a calculation engine that is increasingly essential for DSOs. It offers a standards-based foundation enabling real-time power systems analysis, simulations of electrical power grids, and sophisticated what-if analysis. In addition, it enables in-depth studies and analysis of the electrical power grid’s behavior and performance. This comprehensive model incorporates essential factors such as power generation capacity, electrical losses, voltage levels, power flows, and system stability.
Power Grid Model is currently being applied in a wide variety of use cases, including grid planning, expansion, reliability, and congestion studies. It can also help in analyzing the impact of renewable energy integration, assessing the effects of disturbances or faults, and developing strategies for grid control and optimization.
What to expect
For the upcoming meetup we are organizing, we have an exciting lineup of activities planned:
-Insightful presentations covering two practical applications of the Power Grid Model.
-An update on the latest advancements in Power Grid -Model technology during the first and second quarters of 2024.
-An interactive brainstorming session to discuss and propose new feature requests.
-An opportunity to connect with fellow Power Grid Model enthusiasts and users.
Your One-Stop Shop for Python Success: Top 10 US Python Development Providersakankshawande
Simplify your search for a reliable Python development partner! This list presents the top 10 trusted US providers offering comprehensive Python development services, ensuring your project's success from conception to completion.
How to Interpret Trends in the Kalyan Rajdhani Mix Chart.pdfChart Kalyan
A Mix Chart displays historical data of numbers in a graphical or tabular form. The Kalyan Rajdhani Mix Chart specifically shows the results of a sequence of numbers over different periods.
Digital Banking in the Cloud: How Citizens Bank Unlocked Their MainframePrecisely
Inconsistent user experience and siloed data, high costs, and changing customer expectations – Citizens Bank was experiencing these challenges while it was attempting to deliver a superior digital banking experience for its clients. Its core banking applications run on the mainframe and Citizens was using legacy utilities to get the critical mainframe data to feed customer-facing channels, like call centers, web, and mobile. Ultimately, this led to higher operating costs (MIPS), delayed response times, and longer time to market.
Ever-changing customer expectations demand more modern digital experiences, and the bank needed to find a solution that could provide real-time data to its customer channels with low latency and operating costs. Join this session to learn how Citizens is leveraging Precisely to replicate mainframe data to its customer channels and deliver on their “modern digital bank” experiences.
In the realm of cybersecurity, offensive security practices act as a critical shield. By simulating real-world attacks in a controlled environment, these techniques expose vulnerabilities before malicious actors can exploit them. This proactive approach allows manufacturers to identify and fix weaknesses, significantly enhancing system security.
This presentation delves into the development of a system designed to mimic Galileo's Open Service signal using software-defined radio (SDR) technology. We'll begin with a foundational overview of both Global Navigation Satellite Systems (GNSS) and the intricacies of digital signal processing.
The presentation culminates in a live demonstration. We'll showcase the manipulation of Galileo's Open Service pilot signal, simulating an attack on various software and hardware systems. This practical demonstration serves to highlight the potential consequences of unaddressed vulnerabilities, emphasizing the importance of offensive security practices in safeguarding critical infrastructure.
Dandelion Hashtable: beyond billion requests per second on a commodity serverAntonios Katsarakis
This slide deck presents DLHT, a concurrent in-memory hashtable. Despite efforts to optimize hashtables, that go as far as sacrificing core functionality, state-of-the-art designs still incur multiple memory accesses per request and block request processing in three cases. First, most hashtables block while waiting for data to be retrieved from memory. Second, open-addressing designs, which represent the current state-of-the-art, either cannot free index slots on deletes or must block all requests to do so. Third, index resizes block every request until all objects are copied to the new index. Defying folklore wisdom, DLHT forgoes open-addressing and adopts a fully-featured and memory-aware closed-addressing design based on bounded cache-line-chaining. This design offers lock-free index operations and deletes that free slots instantly, (2) completes most requests with a single memory access, (3) utilizes software prefetching to hide memory latencies, and (4) employs a novel non-blocking and parallel resizing. In a commodity server and a memory-resident workload, DLHT surpasses 1.6B requests per second and provides 3.5x (12x) the throughput of the state-of-the-art closed-addressing (open-addressing) resizable hashtable on Gets (Deletes).
HCL Notes and Domino License Cost Reduction in the World of DLAUpanagenda
Webinar Recording: https://www.panagenda.com/webinars/hcl-notes-and-domino-license-cost-reduction-in-the-world-of-dlau/
The introduction of DLAU and the CCB & CCX licensing model caused quite a stir in the HCL community. As a Notes and Domino customer, you may have faced challenges with unexpected user counts and license costs. You probably have questions on how this new licensing approach works and how to benefit from it. Most importantly, you likely have budget constraints and want to save money where possible. Don’t worry, we can help with all of this!
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Page 5: Why You Shouldn’t Wait to Upgrade Your Credit Card Processing Equipment and Software
1. pg 2 Wake That Sleeping Dog: Long-Term Disability Considerations
pg 4 Division Leadership
pg 5 Why You Shouldn’t Wait to Upgrade Your Credit Card Processing
Equipment and Software
pg 7 Supreme Court Rejects “Yard-Man Inference” that Retiree Welfare
Benefits Extend Beyond the Term of Collective Bargaining
Agreements
pg 9 Membership Application
In This Issue
Corporate Articles
published by Corporate & Association Counsel Division
of the Federal Bar Association Spring 2015
Message from the
Chair
by Rachel V. Rose, JD, MBA
With Spring just around the corner,
the Corporate and Association
Counsel Division is delighted to
provide some amazing articles for our
readers, as well as highlight a couple
of upcoming programs. In this issue,
and just in time for tax season, we
interviewed Angela Anderson, Tax
Counsel at Marathon Oil (Houston,
TX), who discusses various aspects of
tax law, with a particular emphasis
on Master Limited Partnerships and
their tax implications. Also, Hayes
Bryant, a private equity investor with
First Avenue Partners (Nashville,
Texas) contributed a “must read”
piece on cybersecurity and credit
card processing equipment. Angelo
Scozia, Vice-President at Willis
discusses long-term benefit plans
and Ryan Temme, Vice-chair of
Membership, authored an article on
the Supreme Court’s recent decision in
M&G Polymers v. Tackett - concluding
that courts should interpret the retiree
health care provisions of collective
bargaining agreements according to
traditional principles of contract law.
Look for emails related to upcoming
programs, as we had to reschedule
the program with Robert Wittman,
founder of the FBI’s Art Crime
Division. Robert Kohn, Chair of the
Litigation Section, has partnered
with our Division to conduct a CLE
on corporate internal investigations
and responding to whistleblower
reports and lawsuits. If you have
any suggestions or would like more
information, please contact Lauren
Lucht, Vice-chair of Programs.
In our next issue, we will highlight
one of the CACD’s members. If you
have any suggestions for topics that
you are interested in, please let us
know. As always, thank you for being
part of the Federal Bar Association’s
Corporate and Association Counsel
Division. ■
An Interview With Angela Anderson, Tax Counsel,
Marathon Oil
by Rachel V. Rose, JD, MBA
RR: Please share a bit
about your background
and your career
progression to your
current position.
AA: I have worked at
Marathon Oil (Marathon) at its corporate
headquarters in Houston, TX for almost five
years practicing tax law. Marathon Oil was
an integrated oil company until it spun-off its
downstream operations on July 1, 2011. Now
it is an exploration and production (E&P)
company with current operations in North
Dakota, Oklahoma, Texas, Wyoming, Canada,
Equatorial Guinea, Ethiopia, Gabon, Kenya,
and the United Kingdom. Marathon Oil had
net income of $1.75 billion and approximately
3,359 employees, including 5 tax lawyers and
30 lawyers in the Legal organization.
At Marathon Oil, I have practiced in tax legal,
taxcompliance,andtaxauditfunctions.Iserve
ontheMarathonOilProBonoCommittee,the
Houston Pro Bono Joint Initiative Committee,
and volunteer with Houston Junior League.
Prior to joining Marathon Oil, I graduated
from the University of Oklahoma with
a Bachelors of Business Administration
in Finance, from the University of Tulsa
College of Law with a law degree (J.D.)
and a certificate in international and
comparative law, and from the University of
Washington School of Law with a masters
in tax law (LL.M.). After internships with
the U.S. Securities & Exchange Commission
Enforcement Division, U.K. Financial
Services Authority General Counsel, and
Washington Department of Revenue Appeals
Division, I joined Deloitte’s Tax Controversy
practice then made my transition to industry
at Cheniere Energy and Marathon Oil.
RR: What are some of the major changes
you have seen over the past year in terms of
tax law and the impact on Marathon Oil?
AA: Some of the major changes in tax law
that affect Marathon Oil are the ever evolving
transfer pricing (base erosion and profiting
shifting), tangible property repair, and
FATCA laws and regulations.
2. Corporate Articles2
RR: Do you deal with Master Limited Partnerships (MLPs) and
what impact do they have on Marathon Oil’s SEC filings?
AA: Marathon Oil does not have a MLP. The company it spun off,
Marathon Petroleum, created a MLP. MLPs have stable cash flows
and provide lower capital costs. No MLP is alike, thus, the impact to
SEC filings vary. Considerable effort is spent on tax planning to ensure
qualifying income, etc., financial reporting, tax compliance, and
general administration.
RR:NorthDakotaisnowoneofthehottestplacesinthecountryfor
oil and gas. Are there any environmental factors/regulations that
Marathon Oil has been able to capitalize on from a tax standpoint?
AA:Fromafederaltaxstandpoint,oilcompaniesspendaconsiderable
amount of capital on Intangible Drilling Costs (IDC). E&P companies
can deduct 100 percent of their IDC in the current year. Integrated
companies can only deduct 70 percent of their IDC. This reduces
taxable income and increases the amount of capital available for
exploration and production.
From a North Dakota standpoint, state tax expenses for income, sales
& use, severance, etc. are significant for oil companies. North Dakota’s
income tax is based on world-wide income with property, payroll,
and sales as factors. North Dakota has various income tax credits,
including ones for research and experimental expenditures, internship
employment, and workforce recruitment that oil companies can
utilize. Of the North Dakota taxes, severance tax is one of the largest.
North Dakota’s severance tax includes an oil gross production tax (5
percent), gas gross production tax (annually adjusted for gas fuels
flat rate per mcf of non-exempt gas), and an oil extraction tax (6.5
percent). One of the largest taxes is extraction tax. Under North
Dakota law, if the average monthly price of benchmark West Texas
Intermediate (“WTI”) crude oil at Cushing, Oklahoma falls below a
certain threshold for 5 consecutive months, then North Dakota will
reduce or waive its 6.5 percent oil extraction tax. For 2015, the “trigger
price” is $52.59 per barrel. The average price of a barrel of crude oil
has not been lower than the trigger price for a consecutive five month
period so this reduction or waiver has not come into play yet, but oil
companies of course would benefit from this from a tax standpoint.
RR: What impact, if any did these factors have on earnings?
AA: From a federal tax standpoint, the ability to deduct 100 percent
of IDC in the current year reduces taxable income and, thus, reduces
tax liability in that year. The ability to save on cash tax is important for
all companies. Tax is obviously a large expense on a company’s income
statement, so any reduction to tax expense favorably impacts earnings.
From a North Dakota standpoint, reducing extraction taxes would
favorably impact earnings.
RR: From your perspective, what is the most prudent way for in-
house counsel to stay in compliance with the multitude of tax laws,
both here and abroad, given the range of company sizes?
AA: In industry, lawyers quickly step away from theory and learn to
balancecompliancewithrisks.It’sgreatforcareerdevelopmentbecause
youareexposedtomanydifferentareasofthelaw,lawyers,companies,
government agencies, etc., but sometimes it can be overwhelming. To
stay in compliance with the multitude of tax laws, it’s crucial to spot
the big issues, utilize experienced counsel within your company and
at other companies, and always seek outside counsel when necessary.
Business needs require lawyers to act quickly and there is no way that
in-house counsel can know or research everything.
RR: What accomplishment are you most proud of?
AA: I am most proud of my first pro bono Special Immigrant Juvenile
Status (“SIJS”) immigration case with Catholic Charities in Houston.
It was beyond rewarding to help a deserving young person be awarded
his permanent resident status in the United States and was challenging
to learn a new area of the law by appearing in federal immigration
court and state family law court. These cases take a lot of time and legal
paperwork, but they are inspiring and worthwhile. Marathon Oil’s
lawyers are passionate about immigration cases and devote impressive
amounts of time and energy to these efforts. ■
When surveyed, employees rank health benefits (medical,
prescription drug, dental and vision) as their most valued benefit.
Obviously, employees value coverage and protection. However,
research shows that only a small subset of employees actually will file
claims in any specific year that exceed the paid premium amount.
Historical medical claims data demonstrates that, generally, less
than 15 percent of plan participants incur expenses that exceed the
premium payment for a group health plan (including both employer
and employee contributions). That is, healthcare expenses for certain
episodic and major diseases certainly trigger significant costs for
those affected, but, for most individuals, medical expenses incurred
in most years are relatively small.
By comparison, an even smaller percentage of individuals make
qualified long-term disability claims. According to the Council of
Disability Awareness, only about 2 percent of the covered population
received benefits (653,000 out of 32.1 million with coverage).1
And,
not too surprisingly, the low probability of making such a claim has
a significant impact on employees’ appreciation for the coverage—
it is anything but a priority among employees. In fact, aggregate
participation data shows more employers offer, and more employees
are covered for, life insurance than for long-term disability claims.
Notwithstanding, the risk of becoming disabled for 90 days or longer
is greater than the risk of premature death.2
According to the Social
Security Administration, 1 in 4 of today’s 20-year old individuals will
incur a disability prior to age 67.3
The consequences of becoming disabled are devastating for most
employees. Because long-term disability often results in an inability
to earn significant income, household financial stability can be
Wake That Sleeping Dog: Long-Term Disability Considerations
by Ryan Temme
3. Spring 2015 3
greatly impacted by disability claims. For example, an overwhelming
majority of workers surveyed for a 2010 study rank the ability to earn
an income as valuable in achieving financial security; this outranked
medical insurance and even retirement savings.4
Moreover, even
where workers are receiving disability benefits, such claims can
have a significant, adverse impact on households. A Milliman study
cited by the Department of Labor’s ERISA Council Advisory Report
indicates that a lengthy disability, even where 60 percent of monthly
earnings are covered, is “severe.”5
Simply stated, maintaining your
standard of living in disability is difficult even with long-term
disability coverage; without such coverage, it is an improbable task
for most Americans. The ERISA Council Advisory Report states,
“[a]ccording to testimony, 65 percent of individuals living in poverty
for at least three years had a disability.”6
Interestingly, financially savvy and knowledgeable workers
often rank long-term disability as a top priority. Unfortunately, too
frequently, the need for long-term disability is learned only when a
spouse or family member suffers a debilitating loss.
External Considerations
To date, the mass media has not focused on the long-term
disability issues. They have, however, now become aware of the
significant increase in disability claims experienced by the Social
Security Disability Income program.
Social Security Disability Insurance (SSDI) covers more than
150 million workers, with over 9 million of them collecting
disability benefits.7
These benefits, however, apply only to persons
whose disabilities make them unable to engage in “any substantial
gainful activity,” a standard that is strictly interpreted and applied
by the Social Security Administration. That standard is significantly
different than the definition of disability included in most group
disability benefit plans. Social Security Disability benefits are based
on the past earnings of the disabled worker with an average disability
benefit of approximately $1,110 per month, or $13,320 per year.8
Many group insurance policies offset disability benefits with Social
Security Disability benefits, making this a potential cost issue for
group long-term disability plans in the future.
Inpartduetothe“GreatRecession”andinpartduetoabroadening
interpretation of disability qualification, the SSDI beneficiaries have
increased by almost 75 percent in this Century.9
The Washington
Post reports that the growth in the number of beneficiaries is so
significant that, at the level of program contributions combined with
benefit payouts occurring right now, the Social Security Disability
Income trust fund reserves will be exhausted by 2016.10
Internal Considerations
If there is a cut in Social Security benefit payments, it will have a
sizeable impact on group policy pricing for private plans that have
a benefit formula providing a percentage of pre-disability income
replacement. The Social Security offset to the policy benefits (a
critical component in the funding of benefits under many group
disability contracts) would be noticeably less with such a cut. As a
result, the privately-insured benefit likely would have to increase to
make up the difference, thereby necessitating higher premiums for
the employee for the same disability benefit payment. If such a cut
occurs, it would be prudent to review the projected consequences
and impact to the group policy.
Given the importance of disability benefits to workforces and to
society, employers sponsor long-term disability plans. These plans,
which largely are documented by long-term disability insurance
carrier contracts and certificate booklets, must be accessed and
reviewed regularly. Often, the long shelf-life of these programs
allows them to bypass scrutiny; but the sleeping dog must be woken
for several critical reasons.
First, ensuring accurate and intended eligibility is a concern.
Similar to other group benefits contracts, the long-term disability
contract has an eligibility provision specifying who gets particular
levelsofbenefits,onwhattermsandtowhatmaximumamount.Ifthe
employer has undergone workforce changes, it is essential to ensure
that all classes of employees that the employer intends to insure are
covered by the contract. Furthermore, the eligibility waiting period
for benefits should match the employers overall strategy: this might
take into account historical turnover, company philosophy, other
benefits and workforce planning.
In addition to the eligibility waiting period, almost all long-term
disability plans/policies include a benefit waiting period, sometimes
called an “elimination period.” A benefit waiting period is the time
that lapses after the date of disability and prior to the date benefits
commence. Too frequently, employers and participants will confuse
the eligibility waiting period and the benefit waiting period. The
“elimination period” ensures that only long-term disability claims
trigger benefits, consistent with the communications, disclosures,
and importantly, premium rates/pricing.
Furthermore, it is significant to note that pre-existing condition
limitations exist in most long-term disability contracts. This
contrasts with the removal of the pre-existing condition exclusion
under the Affordable Care Act (ACA), and, more relevant prior to
2015, creditable coverage notices under HIPAA that could bypass
pre-existing condition exclusions when moving from one medical
plan to another. Pre-existing condition clauses may preclude
coverage for conditions incurred prior to moving to an employer’s
long-term disability plan, which would result in disability exclusions
for the same conditions during periods specified in the employer’s
long-term disability policy/contract. Do these pre-existing condition
limitations or exclusions align with the employer’s communication
efforts and strategy? This question is an important one, because it
affects long-term disability benefit coverage by the employer’s plan.
Second, a long-term disability policy may not always receive
equivalent annual scrutiny when compared to the medical contract/
policy. For instance, some contend that where a group long-term
disability policy is employee-pay-all, that it is not subject to ERISA.
However, the existence of a group policy where the employer selects
the benefits and occupies the position as the contract holder all but
assures ERISA status (for employers where ERISA applies). And,
where ERISA status applies, fiduciary duties also apply. To fulfill
fiduciary duties, no less than an annual review of the experience,
rates, administration, and other features of the benefit plan are
required. Moreover, where ERISA applies, formal requirements such
as a written plan document, appointment of a plan administrator,
and issuance of a Summary Plan Description, all apply. And, where
material changes are made to the plan, the plan administrator
is charged with the responsibility to issue a Summary of Material
Modifications to employees.
Alternatively, where employees are subject to a collective
bargaining agreement, long-term disability benefits would be a term
and condition of employment and subject to bargaining. Long-term
disability plan provisions should reflect agreed upon requirements
incorporated into the collective bargaining agreement. Such a
4. Corporate Articles4
Federal Bar Association
Corporate & Association Counsel Division Leadership
Corporate Articles Editorial Board
CHAIR
Rachel V. Rose
Rachel V. Rose-Attorney at Law PLLC, Houston, TX
CHAIR-ELECT
Diana Lai
American Beacon Advisors, Inc., Fort Worth, TX
VICE CHAIR—CHAPTER LIAISON
Andrew Efaw
United States Army, Denver, CO
VICE CHAIR—MEMBERSHIP
Ryan Temme
Groom Law Group, Washington, D.C.
VICE CHAIR—PUBLICATIONS
Crystal Ellis
Scheer & Zehnder LLP, Seattle, WA
TREASURER
Kirby Hopkins
DruckerHopkins LLP, Houston, TX
VICE CHAIR—PROGRAMS
Lauren Lucht
Caliber Home Loans—Servicing Operations Analyst,
Oklahoma City, OK
Crystal Ellis
Scheer & Zehnder LLP
Rachel V. Rose
Rachel V. Rose-Attorney at Law PLLC
consideration may integrate with the eligibility structure review
practice mentioned previously.
Concluding Remarks
Despite the described trend in increased claims of Social Security
Disability benefits, fewer American workers were covered by group
long-term disability plans in 2013 than in each of the four (4)
preceding calendar years.11
Rather than discounting the importance
of this coverage because of its (to date) omission from the national
conversation, now is the time for employers who do not offer long-
term disability benefits to consider either a group plan or a voluntary
benefit structure. And, for those employers who do offer coverage, it
would be timely to conduct a comprehensive review of the benefits
to be provided, the premium rates, the allocation of contributions
between the employees and the employer, as well as a review of
the contract’s provisions – specifically focused on Social Security
offsets. Analyzing the alignment of plan provisions to workforce
changes, current employee groups, and organizational goals will at
a minimum generate conversation about revisions. These revisions,
if undertaken carefully and collaboratively (in conjunction with
financial considerations), should benefit employees and employers
more than they may know. In the end, the importance of group
disability coverage cannot be overstated. ■
Ryan Temme, JD, is an associate at the
Groom Law Group, located in Washington,
D.C., where he has worked extensively on
implementation of the Affordable Care Act
and the Mental Health Parity and Addiction
Equity Act, as well as retiree health litigation.
TemmeholdsalawdegreefromtheUniversity
of Virginia. Prior to law school, Temme served two members of congress
as a legislative staffer. Temme is licensed in Virginia and the District
of Columbia. Currently, he is the vice-chair for membership for the
Federal Bar Association’s Corporate and Association Counsel Division.
Endnotes
1
www.disabilitycanhappen.org/research/CDA_LTD_Claims_
Survey_2014.asp
2
America’s Health Insurance Plans and the Society of Actuaries
Disability Chart Book Task Force. Disability Insurance: A Missing
Piece in the Financial Security Puzzle. 2004. p. 4.
3
www.dol.gov/ebsa/publications/2012ACreport2.html
4
www.disabilitycanhappen.org/chances_disability/disability_
stats.asp
5
www.dol.gov/ebsa/publications/2012ACreport2.html
6
Ibid.
7
Social Security Administration. Annual Statistical Report on the
Social Security Disability Insurance Program. 2013.
8
Ibid.
9
www.ssa.gov/OACT/STATS/dibStat.html
10
www.washingtonpost.com/politics/social-security-disability-
trust-fund-projected-to-run-out-of-cash-by-2016/2012/05/30/
gJQA3AfH1U_story.html
11
www.disabilitycanhappen.org/research/CDA_LTD_Claims_
Survey_2014.asp
5. Spring 2015 5
Minneapolis-based Target Corporation fell out of a top ten
list this December, but no one at the big-box retailer was upset.
Target is now out of the top ten largest payment information data
breaches in the last 12 months. The new “who’s who” of this list
includes Home Depot, Neiman Marcus, Michaels, Staples, and
P.F. Changs, among others, but data breaches are not limited to
large merchants, or to retailers and restaurants. Merchants and
corporations of every type should be aware of the liabilities and
reputational risk they face for data breaches and fraudulent
charges.
When the card payment industry was born in the 1950s and
1960s, security was nearly the same as what was used for cash:
locking registers, vaults, bank deposits, settling transactions, and
receiving deposits. With the introduction of electronic terminals,
the chain of custody for cardholder data was opened to anyone
with the proper surveillance equipment. In 2007, TJ Maxx was
the first major credit card data breach to make headlines. It
was a large breach, but it wasn’t the first breach of card account
information. Egghead Software was driven to bankruptcy in
mid-2001 after a breach of 3.7 million card account numbers in
December 2000.
By late 2001, Visa and MasterCard had their own versions of
securitycomplianceprograms,andinDecember2004theyaligned
their strategies and released PCI version 1.0. The only G-rated
shorthand for this set of rules is simply “PCI.” The industry is
now on version 3.0, released in November 2013. According to Jeff
White, Vice President of Sales at i3 Verticals and 25-year veteran
of the merchant services industry, “Payment Card Industry Data
Security Standard (PCI DSS) is a misunderstood standard to
many merchants, but its impact on card-related fraud has been a
success for the industry.”
The cost of fraud is borne by everyone, and likewise, reducing
it benefits everyone. According to White, “the US industry’s next
step in that direction is neither another mandate nor a compliance
program, but rather, it is a shift of card fraud liability to merchants
who have not upgraded to accept EMV chip cards.” EMV is short
for Europay, MasterCard, and Visa, and it describes a set of chip
specifications first published in 1996 and updated many times
since then. It is a standard for authenticating credit and debit card
transactions that is used throughout the world, except in the US.
If you look in your wallet, you have 3 or 4 cards like the average
American, according to government statistics. All of them have
a magnetic strip on the back, and maybe one of them has a little
gold-colored rectangular chip on the left hand side of the card.
That is an EMV chip, and it contains the same information as
your magnetic strip, plus more information. The EMV chip is
more difficult for fraudsters to hack today than the magnetic
strip, and transactions processed via chip authentication are less
susceptible to fraud and are less valuable if stolen in a data breach.
On Oct. 1, 2015, merchants who have not upgraded to EMV
compliant technology will bear the cost for card fraud that could
have been prevented by EMV authentication. For merchants
with older equipment or software, and even some of those
with technology less than a year old, there may be no defense
to chargebacks for alleged fraudulent card activity. Even though
the deadline is several months away, there are several reasons to
invest in the new technology today.
First, upgrading to EMV compliant technology may allow
your company to “future proof” its customer experience with the
addition of contactless payments such as Apple Pay and Google
Wallet. One of the more popular upgrades offered by terminal
manufacturer Verifone includes both the EMV chip technology
and near field communications (NFC) capabilities to support
mobile wallets from Apple, Google, and others. Upgrading
now will allow your company to enjoy the benefits of the newer
customer experience before competitors, perhaps increasing
revenues and market share.
Second, the EMV technology may be viewed as more secure
in the eyes of customers and business insurance carriers. Millions
of Americans have been the victims of card payment fraud in the
last year, and many of those same people went through the hassle
of a canceled and reissued card. Consumers are more educated
today about the benefits of a secure transaction environment. The
Federal Reserve Board reported in March 2014 that consumers
expressed less confidence in the security of mobile banking and
mobile payments than they did in 2011 or 2012. Can you imagine
what the surveyors might hear after 2014’s headlines?
Offering a more secure payment environment to customers
may have other tangible benefits in a company’s cyber liability
policy and PCI compliance costs. Many merchants carry cyber
liability insurance policies to protect them in the event of a
breach. According to Tyler O’Connor with CRC Insurance
Services, underwriters are not viewing EMV technology as a
reason to lower premiums today. One reason given for keeping
premiums the same is that most cards in the U.S. market do not
utilize EMV chips. However, O’Connor points out that certain
terms and conditions of coverage may be adjusted to reflect the
liability shift to merchants. He says, “Revised contract language
related to EMV isn’t widespread or standard in the industry
today. Investigations may still be covered under a standard
forensic investigation, which is part of most policy’s Definition
of Loss in the first party sections. Any fines or penalties for EMV
violations coverage could fall under a grant in the policy, under
the Regulatory Defense sub-limit in most policies, or under a
contract exclusion, depending on how carriers interpret the
liability shift.” For a typical general counsel, this is a key risk
management item, and waiting until after October 2015 may put
your coverage at risk.
In addition, Phillip Miller, Global Head of the Acquiring
Knowledge Center for MasterCard Advisors, says that “PCI
audit relief is applicable if 75 percent or more of the merchant
transactions are captured at hybrid EMV terminals, effective
October 2012. Even if the majority of transactions are from
magnetic stripe-only cards, if they are performed at hybrid
Why You Shouldn’t Wait to Upgrade Your Credit Card Processing Equipment and
Software
by Hayes Bryant
7. Spring 2015 7
On Jan. 26, 2015, the Supreme Court handed down its decision in
M&G Polymers v. Tackett, No. 13-1010, concluding that courts should
interpret the retiree health care provisions of collective bargaining
agreements (“CBAs”) according to traditional principles of contract
law. The Court explicitly struck down the Sixth Circuit’s so-called
“Yard-man inference,” which courts in and out of the Sixth Circuit
have relied upon in holding that retiree welfare benefits extend beyond
the term of the CBA, often for the life of the retiree.
Genesis and Prior Application of Yard-Man
While ERISA prescribes detailed vesting requirements for
pension benefits, it does not provide such a comprehensive regime
for welfare plans. Generally, employers are given broad discretion to
modify or terminate welfare plans (including retiree welfare benefit
plans). Unlike pension plans, there are no vesting requirements for
welfare benefit plans under ERISA (i.e. there is no automatic vesting).
However, because retiree benefits necessarily extend beyond the term
of active employment, the duration of such benefits (and attempts
to modify or terminate the plan documents that provide for them)
is frequently the subject of litigation. Such litigation generally seeks
to determine whether the employer intended to bind itself, through
some contractual agreement, to provide the benefits for the life of
the retirees, i.e., whether the benefits are “vested.” Employers can
bind themselves contractually in a number of ways, but the disputes
frequently revolve around the meaning of language in ERISA plan
documents and in CBAs with unions. United States Courts of Appeals
have adopted a variety of standards used to interpret such language
in an effort to determine the parties’ intent with regard to the vesting
of retiree health benefits. For example, the Seventh Circuit presumes
that “an employee's entitlement to such benefits expires with the
agreement” absent some ambiguity more than silence. See Rossetto v.
Pabst Brewing Co., 217 F.3d 539, 543 (7th Cir. 2000). Taking a different
approach, the Second Circuit permits the question of vesting to go to a
trier of fact if the documents contain language “capable of reasonably
being interpreted as creating a promise” to lifetime benefits. Am. Fed'n
of Grain Millers, AFL-CIO v. Int'l Multifoods Corp., 116 F.3d 976, 980
(2d Cir. 1997). The Sixth Circuit’s approach favors the vesting of retiree
welfare benefits more than any other circuit. In International Union,
United Auto, Aerospace, & Agricultural Implement Workers of Am. v.
Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983), the Sixth Circuit held
that a lack of explicit termination language in the retiree health benefit
provision(s) of the CBA, the nature of collective bargaining, and the
possibility for an “illusory promise” required the court to infer vesting
if language in CBAs regarding the duration of retiree health benefits is
determined to be ambiguous.
The Yard-Man court claimed to have relied on ordinary principles
of contract law when reaching its decision that vesting should be
inferred when possible because changes to retiree benefits were
unlikely to be taken up in further contract negotiations. While the
Yard-Man inference has been applied numerous times to varying
degrees in the three decades since it was announced, the Supreme
Court had not opined on whether this inference was an appropriate
tool for contractual interpretation.
Supreme Court’s Decision
The facts in M&G Polymers align closely with those in Yard-
Man. The employer, M&G Polymers, had contracted with the union
to provide retiree health benefits at no cost to the retiree. After the
expiration of the CBA in which the employer agreed to pay for
retiree health benefits, the employer sought to reduce its benefit
liabilities by increasing the contributions it required of retirees. The
retirees challenged these changes as a breach of contract under the
Labor-Management Relations Act as a failure to provide benefits
under ERISA, and as a breach of fiduciary duty under ERISA. The
district court dismissed the complaint for failure to state a claim,
but the Sixth Circuit reversed based on Yard-Man, and the district
court ruled in favor of the retirees on those same grounds. The Sixth
Circuit affirmed the district court’s ruling. Writing for a unanimous
court, Justice Thomas held that the interpretive tools used by the
Sixth Circuitindeciding Yard-Man and itsprogeny wereinconsistent
with ordinary principles of contract law. M&G Polymers, 13-1010,
slip op. at 1. As a result, the Yard-Man inferences are not permissible
guide posts for courts to use in interpreting provisions of collective
bargaining agreements dealing with welfare benefits because they
“distort the attempt to ascertain the intention of the parties.” Id. at
10 (quotations and citations omitted). The Supreme Court’s analysis
rest on two premises: (1) that courts should attempt to implement
contract provisions as written when dealing with ERISA welfare
plans; and (2) that courts should rely on ordinary principles of
contract law when interpreting CBAs, unless federal labor policy
dictates otherwise. Id. at 6-7. As a result, the plain meaning of
unambiguous terms in a CBA that deal with welfare benefit plans
should be given effect without reference to external evidence. Id.
The Supreme Court took issue with three of the principles used
by the Sixth Circuit in developing the Yard-Man inference: that
generally applicable durational terms do not apply to retiree welfare
benefits, that vesting is necessary to avoid contractual problems
under the theory of an “illusory promise,” and that the nature of
collective bargaining necessarily means that the parties did not
intend to negotiate retiree welfare benefits in future negotiations.
Supreme Court Rejects “Yard-Man Inference” that Retiree Welfare Benefits Extend
Beyond the Term of Collective Bargaining Agreements
by Angelo Scozia
Corporate Articles Submissions
If you are interested in submitting an article or being considered to be an editor of Corporate Articles,
please send an email to cellis@scheerlaw.com and rvrose@rvrose.com.
8. Corporate Articles8
Justice Thomas’ opinion makes clear that any inferences of the
type adopted by the Sixth Circuit must be based on facts found in
the record, not on a court’s “suppositions about the intentions of
employees, unions, and employers negotiating retiree benefits.” Id.
at 10 (quotations and citation omitted). Importantly, the analytic
framework adopted by the Supreme Court requires that future
courts confronting vesting questions conduct a traditional analysis
of the contractual language, only relying on extrinsic evidence if a
material term is ambiguous.
Implications of M&G Polymers
The Supreme Court’s ruling in M&G Polymers puts an end to the
line of cases that places a thumb on the scale in support of vesting
of retiree welfare benefits. Employers whose retiree welfare benefits
are the subject of union contracts will continue to face lawsuits over
any changes that they might make to benefits that retirees believe to
be vested. However, without the specter of Yard-Man, employers can
more easily rely on the contractual language contained in their CBAs
andERISAplandocumentsinarguingthattheyretaintheauthorityto
amend, modify, or terminate those plans.
In overturning Yard-Man, the Supreme Court also provided
employers with some additional tools to argue that retiree welfare
benefits are not vested. First, the opinion makes clear that silence in
an agreement cannot serve as the basis for a promise of lifetime
benefits. Second, the Court implied that the Sixth Circuit should
have considered two traditional principles of contract interpretation
that clearly favor employers. The Supreme Court admonished the
Sixth Circuit for failing to consider both the traditional principle that
courts should not construe ambiguous writings to create lifetime
promises, and the traditional principle that contractual obligations
willcease,intheordinarycourse,uponterminationofthebargaining
agreement. While this language likely is in dicta, it will provide
counsel for plan sponsors with additional support for arguing that,
absent a clear statement to the contrary, retiree welfare benefits do
not vest for the lifetime of the retirees. Finally, the Supreme Court
specified that retiree welfare benefits are not, as the Yard-Man court
determined, a form of deferred compensation, as defined in ERISA.
Id. at 11.
While M&G Polymers will most clearly be felt in the Sixth
Circuit, the detail with which the Supreme Court analyzed the
Yard-Man inference and the statements it made regarding what
types of contract principles should apply to a vesting analysis will
have broader repercussions. Employers and plan sponsors should
be careful to draft ERISA plan documents and CBA provisions
that ensure that the parties are explicit about the duration of retiree
welfare benefits. ■
AngeloScoziaisastrategicaccountandbusiness
development executive and broker with the
Chicago Human Capital Practice of Willis
Group Holdings, a global insurance consulting
intermediaryandprofessionalservicesfirm.His
role constitutes partnering with mid-market
and large company plan sponsors to achieve
specific, measurable financial and strategic
goals along with employee productivity,
recruitment, retention, satisfaction and engagement. He helps employers
achieve objectives through benefits plan design and brokerage, and total
rewards program analysis, development, outsourcing, deployment, and
evaluation. He adds value through strategic consulting in the areas of
reporting analytics, human resources, compliance, communications
and health outcomes. He has been an instructor for the International
Foundation of Employee Benefit Plans’ Retirement Plans Associate
(RPA) designation since January 2012. Prior to joining Willis in 2007,
Scozia was a group insurance underwriter for a major insurer, and, prior
tothat,ananalystataglobalconsultancy. ScoziahasearnedtheCertified
Employee Benefit Specialist (CEBS), Compensation Management
Specialist, Group Benefits Associate, and Retirement Plans Associate
designations from the International Foundation of Employee Benefit
Plans and the Wharton School at the University of Pennsylvania. He
has been a CERTIFIED FINANCIAL PLANNER™ since May, 2014. He
attained a Master of Public Policy from Vanderbilt University’s Peabody
College as well as undergraduate degrees from Vanderbilt’s Economics
and Political Science departments.
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9. Spring 2015 9
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