This document provides an overview of captive insurance companies, including what they are, why businesses form them, the types of policies they can issue, and their tax benefits. A captive insurance company is formed by a business to provide insurance coverage for related entities. It allows businesses to improve risk management, access customized coverage, and potentially minimize taxes. Captives can issue various property and casualty policies, as well as "softer" policies where the insured is the business itself. Forming a captive can provide tax deductions for premiums paid and reducing taxable income through reserves. Captive ownership can also be held by a trust to facilitate wealth transfers with little to no gift tax.
Captive Insurance Group - A Risk Management Strategycaptiveinsurance
We provide our clients with unique risk management tools & support designed to help them control their costs with private insurance companies.
With extensive experience, our team of dedicated professionals can help deliver the stability and predictability you need in order to lower costs and drive profits.
With creative concepts and an intuitive grasp on our clients’ goals, we design policies that help you strengthen your position in the present and protect you as you head into the future.
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
Captive Insurance Group - A Risk Management Strategycaptiveinsurance
We provide our clients with unique risk management tools & support designed to help them control their costs with private insurance companies.
With extensive experience, our team of dedicated professionals can help deliver the stability and predictability you need in order to lower costs and drive profits.
With creative concepts and an intuitive grasp on our clients’ goals, we design policies that help you strengthen your position in the present and protect you as you head into the future.
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
MIJS Captive Management, LLC as a member of the SIIA’s Enterprise Risk Committee is pleased to announce its pledge to uphold and maintain SIIA’s Captive Manager Code of Conduct during the commission of its captive management services. MIJS Captive Management, LLC is proud to have assisted in the drafting process of the Code as it articulates the values that should govern every captive managers’ operations.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
Your company has just suffered a data breach – what do you do next? Who do you call for help? Whom do you need to notify of the breach?
Your company may have already implemented its information security program and has identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must assemble your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients or the public of the breach. This webinar gives you an overview of what to do when the worst happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-breach-response-2018/
www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
www.score.org. The Service Corps of Retired Executives (SCORE) is dedicated to helping small businesses get off the ground, grow and achieve their goals. SCORE provides volunteer mentors, free confidential business counseling, free business tools, and inexpensive or free business workshops.
Partner Julie Murphy-O'Connor, Partner Brendan Colgan and Senior Associate Gearóid Carey of the Corporate Restructuring and Insolvency Group co-author an article for Lexology Navigator - Restructuring and Insolvency in Ireland.
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
Active Capital Reinsurance Ltd commenced operations in 2007, mainly providing credit-related reinsurance solutions to financial institutions in Latin America, and it has a general insurance and reinsurance license issued in Barbados.
Buy-sell agreements are usually part of a succession plan put in place to protect the financial interests of the owners of closely held companies and their heirs and to protect the company’s stability in case of a major event. Funding buy – sell agreements is frequently accomplished using insurance policies under (1) a cross purchase agreement, or (2) a stock redemption agreement.
Cross purchase agreement. Each owner of the company takes out, and is beneficiary of, an insurance policy on each of the other owners. In the event of an owner’s death, the other owners use the insurance proceeds to buy out the decedent’s ownership share in the company from the decedent’s beneficiaries.
How Your Company is Affected by the CARES Act and Related LegislationRoger Royse
"Idea to IPO" Webinar description:
The U.S. government is providing relief and stimulating the economy through the $2 TRILLION CARES Act of 2020 and other measures to help corporations, small businesses, and people laid off due to the COVID-19 crisis.
The speaker will discuss:
1) What is the CARES Act of 2020?
2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
5) How does one go about applying for grants and loans administered under the CARES ACT of 2020?
6) What are the new rules relating to sick leave and paid leave?
7) What COVID-19 related tax incentives are available to companies?
and more!
MIJS Captive Management, LLC as a member of the SIIA’s Enterprise Risk Committee is pleased to announce its pledge to uphold and maintain SIIA’s Captive Manager Code of Conduct during the commission of its captive management services. MIJS Captive Management, LLC is proud to have assisted in the drafting process of the Code as it articulates the values that should govern every captive managers’ operations.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
Your company has just suffered a data breach – what do you do next? Who do you call for help? Whom do you need to notify of the breach?
Your company may have already implemented its information security program and has identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must assemble your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients or the public of the breach. This webinar gives you an overview of what to do when the worst happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-breach-response-2018/
www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
www.score.org. The Service Corps of Retired Executives (SCORE) is dedicated to helping small businesses get off the ground, grow and achieve their goals. SCORE provides volunteer mentors, free confidential business counseling, free business tools, and inexpensive or free business workshops.
Partner Julie Murphy-O'Connor, Partner Brendan Colgan and Senior Associate Gearóid Carey of the Corporate Restructuring and Insolvency Group co-author an article for Lexology Navigator - Restructuring and Insolvency in Ireland.
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
Active Capital Reinsurance Ltd commenced operations in 2007, mainly providing credit-related reinsurance solutions to financial institutions in Latin America, and it has a general insurance and reinsurance license issued in Barbados.
Buy-sell agreements are usually part of a succession plan put in place to protect the financial interests of the owners of closely held companies and their heirs and to protect the company’s stability in case of a major event. Funding buy – sell agreements is frequently accomplished using insurance policies under (1) a cross purchase agreement, or (2) a stock redemption agreement.
Cross purchase agreement. Each owner of the company takes out, and is beneficiary of, an insurance policy on each of the other owners. In the event of an owner’s death, the other owners use the insurance proceeds to buy out the decedent’s ownership share in the company from the decedent’s beneficiaries.
How Your Company is Affected by the CARES Act and Related LegislationRoger Royse
"Idea to IPO" Webinar description:
The U.S. government is providing relief and stimulating the economy through the $2 TRILLION CARES Act of 2020 and other measures to help corporations, small businesses, and people laid off due to the COVID-19 crisis.
The speaker will discuss:
1) What is the CARES Act of 2020?
2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
5) How does one go about applying for grants and loans administered under the CARES ACT of 2020?
6) What are the new rules relating to sick leave and paid leave?
7) What COVID-19 related tax incentives are available to companies?
and more!
Sometimes It Begins When A Client, Tenant, Or Customer Starts To Slow-Pay, With The Result That Your Accounts Receivable Start To Accrue Gradually. Other Times The Issue Presents Itself More Suddenly. Either Way, You Find Your Company Owed A Great Deal Of Money That Looks Like It May Not Be Collected Because Your Client/Tenant/Customer Has Filed Bankruptcy, Has Commenced An Assignment For The Benefit Of Creditors, Has Been Put Into Receivership, Or Is Otherwise Just Plain Insolvent. What Do You Do? What Should You Not Do? The Topics Discussed In This Webinar Include The Pros And Cons Of Putting A Counterparty Into Involuntary Bankruptcy; When And How You May Be Able To Pursue Third Parties (Like Guarantors, Directors, Or Officers) For The Amount Owed; Risks Related To Preference Attack; Pros And Cons Of Sitting On A “Creditors’ Committee” In A Chapter 11; How To Negotiate For “Critical Vendor” Protection In Chapter 11; And Practical Guidance For Continuing To Provide Goods Or Services To An Insolvent Counterparty.
Part of the webinar series: Restructuring, Insolvency & Troubled Companies 2021
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
November 2017 Reprint - Actively Manage Your Risk with a Captive Insurance Co...CBIZ, Inc.
Captive insurance companies are increasingly being considered as part of insurance and risk management practices. They hold benefits for companies across a range of industries, and may be of particular interest to the Commercial Real Estate sector.
Trade Credit Insurance White Paper December 2008jlebendig
Get our most recent white paper...An Overview of Trade Credit Insurance here. Great reading, insightful and it will answer more of your questions. Don\'t have credit insurance yet? What are you waiting for? Contact me to discuss your options for protecting your company.
Surety Industry Overview: State of the Industry by Cissie ScogginDon Grauel
Cissie Scoggin of Liberty Mutual Insurance presented "Surety Industry Overview: State of the Industry" to the 68th Annual F. Addison Fowler Fall Seminar on October 17, 2014.
If your business has a corporate board or advisory
committee, you should consider protecting your assets with
D & O insurance. Many people think that only publicly traded
companies require D & O Insurance. In fact, public, private,
and even non-profit organization can face D & O litigation
risks.
A presentation delivered at "Healthy Australian Agribusiness 2020+" in Adelaide on 23-8-18, for a group of 100 leaders of agribusiness, discussing common risks and insurance considerations from an insurance brokers vantage point.
"The Case For Annuity," by Phil Wasserman. This book shows an unbiased view on annuities, how they can offer you secure income streams, and growth potential while having no market risk or volatility.
Similar to New Uses and Benefits of Captive Insurance-Mrotek Tortorich May 20 2015 (20)
New Uses and Benefits of Captive Insurance-Mrotek Tortorich May 20 2015
1. New Uses and Benefits of
Captive Insurance-What,
Why and How
May 20, 2015
Philip J. Tortorich
+1.312.902.5643
philip.tortorich@kattenlaw.com
Partner
Katten Muchin Rosenman LLP
Kyle Mrotek
+1.262.402.8612
kmrotek@taa-inc.com
Consulting Actuary
The Actuarial Advantage, Inc.
2. What is a Captive Insurance Company?
• Entity which provides insurance coverage to a
related group of businesses.
• It is a true insurance company that requires an
insurance license in the designated
jurisdiction, proper accounting for reserves
and surplus, issues policies and settles claims.
• A captive generally provides property and
casualty insurance.
2
4. Why Form a Captive?
4
• Improved risk management
• Profit center
• Expanded/customized coverage
• Flexibility
• Access to reinsurance
• Incentive for loss control
• Opportunity to minimize income and transfer taxation
6. Where is a Captive Formed?
6
• States to Consider for Captive Formation, include:
− Nevada
− Delaware
− Utah
− Missouri
− Vermont
− Hawaii
• Offshore Jurisdictions to Consider for Captive Formation,
include:
− Cayman Islands
− Bermuda
− British Virgin Islands
− Hong Kong
7. Where is a Captive Formed? (continued)
7
• In considering in which jurisdiction to form a captive, there are several
factors to consider, namely:
− What is the premium tax, if any?
− What assets can be considered for reserve purposes – i.e., “permitted assets”?
− How long has the jurisdiction been issuing captive licenses?
− Will the insured need a “Certificate of Insurance” for policies issued?
− What are the annual meeting requirements of the jurisdiction?
− What are the restrictions, if any, on the types of permitted investments?
− What are the fees for the initial application to obtain the insurance license?
− What are the capitalization requirements?
− What reporting is required by the captive?
− Do the principals have to meet with the Insurance Commissioner
in the jurisdiction before obtaining a license?
8. What Types of Policies Can a Captive Issue?
8
• Proper policy design is essential to the success of a captive
• Captives can offer practically all types of insurance
• In general, business owners should not replace their commercially-
purchased insurance with self-insurance except in limited
circumstances
• Rather, the captive can offer policies which protect against the
potential to pay the deductibles on the commercial insurance. This will
allow the business to increase its deductibles as high the commercial
insurer will allow – thereby lowering the cost of the commercial
insurance.
− Excess limits over commercial insurance
− Fill gaps of commercial insurance exclusions
9. 9
• Following are examples of the various types of commercial
policies that businesses can investigate:
− Antitrust & Unfair Competition
− Commercial Vehicle Insurance
− Construction and Design Defect
− Copyright Infringement
− Deceptive Trade Practices
− Directors & Officers Liability
− Employment Practices
− Environmental
− Advertising Liability
− Errors & Omissions
− Malpractice
− Performance Liability
− Structural Defects
− Title Insurance
− Trademark Infringement
− Libel & Slander
What Types of Policies Can a
Captive Issue? (continued)
10. What Types of Policies Can a
Captive Issue? (continued)
10
• In addition to rounding out the commercial coverage,
captives can also provide “softer” coverage where the
claimant will be the business itself and not a third party.
• This type of coverage is particularly attractive in a captive
setting since the result is that the overall economic family
retains the funds. However, moving the funds from the
captive back to the operating business in payment of the
claim shifts the money away from the tax-favored entity.
It is important for the business to implement risk mitigation
methods in order to limit the claims even from these
“softer” policies.
12. 12
• There are many types of these “softer” policies than can be
considered by the business. Jay Adkisson does a good job of
referencing a number of these types of policies in his book “Captive
Insurance Companies”. Included in these types of polices are:
− Administrative Action
− Advertising & Marketing
− Antitrust and Unfair Comp.
− Business Credit Cover
− Business Dirty Tricks
− Business Document Forgery
− Business Extortion
− Business Interruption
− Currency Risks
− Delay Start-up
− Eminent Domain
− Financial Crime
− Force Majeur
− Foreign Operations
− Administrative Delay
− Insurance Failure
What Types of Policies Can a
Captive Issue? (continued)
− Product Tampering
− Production
Benchmarks
− Property Damage
− Trade Secrets
− Strike & Labor Unrest
− Terrorism
− Theft
− Trade Credit
13. 13
• Types of “soft” policies (continued):
− Business Reputation
− Cargo Consequential Loss
− Cash in Transit
− Commercial Crime
− Commun. Breakdown
− Computers: Dissemination
− Computers: Loss of Data
− Computers: Software
− Computers: Virus Loss
− Confiscation
− Contract Frustration
− Copyright Infringement
− Knock-Off Lost Profit
− Lawsuit Interruption
− Labor Costs
− Legal Expenses
− Lender Failure
− Loss of Key Customer
− Loss of Talent
− Machinery Breakdown
− Market Flooding
− Market Risks
− Political Risks
− Product Launches
What Types of Policies Can a
Captive Issue? (continued)
− Trade Good Will
− Patent & Trademark
Infringement
− Transit Risk
− Unfair Calling of
Guarantees
− Weather Risks
14. What are the Income Tax Benefits of
Captive Planning?
14
• Tax Benefits to Operating Businesses:
− Ability to achieve Section 162 or Section 212 deductions for the
payment of premiums to the captive.
• Tax Benefits to Captive Insurance Company:
− Ability to reduce gross income by amounts accrued for future potential
losses (i.e., reserves).
− Ability for smaller captives to elect 831(b) status which exempts all
income (other than investment income) from taxation at the captive
level.
• Tax Benefits to Owner of Captive
− Ability to monitor captive reserves and receive distributions from the
captive at capital gain rates when the reserves can no longer be
maintained. If the captive makes an 831(b) election, then
no income would be picked up by the captive other than the
investment income.
15. What is “Insurance”?
15
• In order to achieve the income tax benefits the payments must be for
“insurance” and must relate to “insurance contracts”.
• Anyone can form a captive and have the captive insure risks from
operating businesses. However, that does not necessarily mean that the
structure implemented will result in any income tax efficiencies.
• In order for the captive to provide any income tax efficiencies, the captive
must provide “insurance” under the Internal Revenue Code.
• Interestingly enough, the terms “insurance” and “insurance contract” are
not defined in the Internal Revenue Code. Rather, the IRS and Courts look
to the “definition” of insurance provided by the Supreme Court in Helvering
v. Le Gierse. Namely, that insurance has two components:
− Risk Shifting; and
− Risk Distribution
16. What is “Insurance”? (continued)
16
• Risk Shifting
− Requires that an operating business shift the risk of
loss away from itself to another entity.
− Any claim covered by the policy will not further
affect the insured once the premium is paid for
the coverage.
• Risk Distribution
− Requires that the captive distribute its risk among
several insureds.
− Works off the statistical law of large numbers.
17. What is the Case Law Regarding Captives?
17
• Humana Inc. v. C.I.R., 881 F.2d 247 (6th Cir. 1989)
• Harper Group v. C.I.R., 96 T.C. 45 (1991), aff'd, 979 F.2d 1341 (9th Cir.
1992)
• Kidde Industries, Inc. v. U.S., 40 Fed.Cl. 42 (Ct. Cl. 1997)
• Hospital Corporation of America v. C.I.R., T.C.M. 1997-482 (1997)
• United Parcel Service v. C.I.R., 254 F.3d 1014 (11th Cir. 2001)
19. IRS Revenue Ruling Structure
(“Safe Harbors”)
P
R
E
M
I
U
M
S
Parent
Operating
Company
Captive
Insurance
Company
Third-Party Risk
(Purchased from
Reinsurance Companies)
$500,000
in premiums
$500,000
in premiums
100%
owner
Captive
Insurance
Company
100%
owner
Parent
Subsidiary 1
Subsidiary 2
Subsidiary 3
Subsidiary 4
Subsidiary 6
Subsidiary 7
Subsidiary 8
Subsidiary 9
Subsidiary 10
Subsidiary 11
Subsidiary 12
Subsidiary 5
* No one subsidiary having more than 15% nor less than 5% of the total premiums paid to the captive.
19
20. How is Captive Planning a
Wealth Transfer Technique?
• In the foregoing examples it was assumed that the business owner or parent
company owned the captive as a subsidiary entity.
• However, if the ownership of the captive is held by a trust for the business owner’s
family, then you can effect an effective wealth transfer with very little use of gift
tax exemption, if any.
• Many of our clients have trusts that already contain significant assets, those trusts
could use a portion of the assets to capitalize the captive.
• This would create no gift tax situation.
• If the client does not have a previously funded trust, then there are three options:
− The client can gift the necessary amount to the trust and the trust can use that
amount to fund the captive.
− The client loan assets to the trust which the trust can use to capitalize the captive.
− Finally, the client can do a part-gift / part-loan.
• In negotiating with the insurance commissioner in the jurisdiction where the
captive is formed, it may be possible to have some portion of the required
capital satisfied by a letter of credit.
20
21. How is Captive Planning a
Wealth Transfer Technique? (continued)
• Once the captive is properly funded, the trust will own the captive
and have the benefit of any of the profits generated by the captive
without gift taxation.
• The payment of premiums by the operating businesses to the captive
should not be considered to be gifts since the payments are
determined by actuaries reflecting arms-length premiums for the
coverage. It is crucial to have dependable and relatively
conservative actuaries on the team to justify the premium amounts.
• Finally, there should be no estate tax inclusion if the trust is properly
designed.
• The trust should also allocate GST-exemption to any gifts to the trust so
that the trust can be a long-term dynastic trust for future generations.
• Any gifts or allocation of GST-exemption will require the filing of a gift
tax return.
• On the next slide is a typical captive structure with wealth
transfer planning included.
21
22. Captive Structure with
Wealth Transfer Planning
Captive
Insurance
Company
Operating
Business
Business
Owner
Irrevocable
Dynasty
Trust
100% owner
Uses $200,000 gift
to capitalize captive
Depending on entire structure
may need to reinsure risks of
third parties to qualify as
insurance for tax purposes
$800,000 premiums
Insurance coverage
Note: Capitalization requirements generally run around ¼ of the anticipated initial
premiums, with this percentage going down in offfshore jurisdictions.
$200,000 gift
22
23. • Purpose
− Is a captive insurance company right for
your company?
− If yes, how to pursue optimally?
• Content
− Financial evaluation
− Operational evaluation
− Actuarial analysis
Captive Feasibility Overview
23
24. • Basic Results
− Actuarially fair premium
− Projection of loss and loss expense
Captive Feasibility
Policy Year 2015
Coverage Written Premium Ult Loss & Loss Exp
Coverage A $500,000 $325,000
Coverage B $400,000 $260,000
Coverage C $200,000 $130,000
Sum $1,100,000 $715,000
24
25. • Basic Results
− Expected Scenario Loss Payout
Captive Feasibility (continued)
Loss and Loss Expense Payout
Policy
Year
Written
Premium
Ult Loss &
Loss Exp 2015 2016 2017 2018 2019
2015 1,100,000 715,000 500,500 107,250 71,500 35,750 0
2016 1,122,000 729,300 510,510 109,395 72,930 36,465
2017 1,144,000 743,600 520,520 111,540 74,360
2018 1,167,000 758,550 530,985 113,783
2019 1,190,000 773,500 541,450
Sum 5,723,000 3,719,950 500,500 617,760 701,415 751,205 766,058
25
26. • Basic Results
− Adverse Scenario Loss Payout
Captive Feasibility (continued)
Loss and Loss Expense Payout
Policy
Year
Written
Premium
Ult Loss &
Loss Exp 2015 2016 2017 2018 2019
2015 1,100,000 715,000 500,500 107,250 71,500 35,750 0
2016 1,122,000 729,300 510,510 109,395 72,930 36,465
2017 1,144,000 743,600 520,520 111,540 74,360
2018 1,167,000 1,750,000 1,750,000 0
2019 1,190,000 773,500 541,450
Sum 5,723,000 4,711,400 500,500 617,760 701,415 1,970,220 652,275
26
27. • Additional Results
− Pro Forma Financials
− Evaluate Capitalization
Captive Feasibility (continued)
0.0
0.5
1.0
1.5
2.0
2.5
3.0
YE '15 YE '16 YE '17 YE '18 YE '19
NPW:Surplus (Exp)
NPW:Surplus (Adv)
Res:Surplus (Exp)
Res:Surplus (Adv)
PY 2018 adverse loss
increases solvency ratios
27
28. Growth in Captive Insurance
-4%
-2%
0%
2%
4%
6%
8%
10%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Captive Counts vs US GDP
Captives
US GDP
Source: Business Insurance, World Bank
28
29. Growth in Captive Insurance
0
1000
2000
3000
4000
5000
6000
7000
8000
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Number of Captive Insurers
Source: Business Insurance
29
30. CIRCULAR 230 DISCLOSURE: Pursuant to
regulations governing practice before the
Internal Revenue Service, any tax advice
contained herein is not intended or written to
be used and cannot be used by a taxpayer
for the purpose of avoiding tax penalties that
may be imposed on the taxpayer.
30