Articles & Updates
For Your More Robust Personal Protection
By Priya Cherian Huskins, Esq.
Tue Nov 11 17:00:00 -0800 2008
Directors and officers of corporations face the risk of personal liability for actions performed and decisions made on behalf of the corporation. Perhaps unknowingly, many directors and officers unnecessarily accept an enhanced risk of personal liability by failing to insist on a personal indemnification agreement – a relatively common agreement that obligates the corporation to indemnify a director or officer for his or her actions.
Trucker Huss Benefits Report
Health Plan Update Special Alert
Wed Nov 05 16:40:00 -0800 2008
Employee Benefits Briefing: Medicare Update
Sat Nov 01 16:17:00 -0700 2008
This is to remind employers of the annual notification requirements under the Medicare Prescription Drug, Improvement and Modernization Act (MMA).
Annual notice to beneficiaries:
By November 15th each year employers need to send the notice of creditable or non-creditable coverage to beneficiaries.
The Center for Medicare and Medicaid Services (CMS) provides model notices for employers to use. You can obtain a copy of the current notice, along with updated guidelines at www.cms.hhs.gov/CreditableCoverage.
The Initial Public Offering: A Guidebook for Executives and Boards of Directors
By Priya Cherian Huskins, Esq.
Fri Oct 24 15:36:00 -0700 2008
"The Initial Public Offering" is an annual guide for Executives and Boards of Directors, published by Wilson Sonsini Goodrich & Rosati. Woodruff-Sawyer's Priya Cherian Huskins is featured in the chapter on D&O Liability Insurance.
Legislative Update: SF HSCO Lawsuit Update
Wed Oct 01 16:48:00 -0700 2008
Avoiding the Next D&O Liability Disaster: FCPA Prosecutions
By Priya Cherian Huskins, Esq.
Mon Sep 15 13:25:00 -0700 2008
"Don't ask, don't tell" is not a winning strategy when it comes to compliance with the Foreign Corrupt Practices Act (FCPA). Both public and private companies need a more hands-on approach, and urgently so.
Trucker Huss Benefits Report
Thu Aug 07 15:49:00 -0700 2008
The Entrepreneurs Report - Private Company D&O Insurance
By Priya Cherian Huskins, Esq.
Mon Jul 14 13:37:00 -0700 2008
Directors and Officers of private companies potentially face unlimited personal liability if they are sued. As a result, when it is time for a start-up company to recruit serious talent to take the company to the next level, the purchase of director and officer liability insurance becomes a priority. This article was first published in the Spring 2008 issue of The Entrepreneurs Report, by Wilson, Sonsini, Goodrich & Rosati.
Trucker Huss Benefits Report
June 2008
Wed Jul 02 17:42:00 -0700 2008
- New Genetic Non-Discrimination Act Creates Restrictions for Health Plans, Insurers & Employees
- Heros Earning Assistance and Relief Tax Act Adds Benefits for Those in Military Service
EB Briefing: The Impact of Same-Gender Marriages In California on Employee Benefit Plans
Wed Jun 11 14:39:00 -0700 2008
Trucker Huss Benefits Report
May 2008
Tue Jun 10 14:39:00 -0700 2008
- The impact of same-sex marriage on benefits
- The department of labor amends and supplements qualified default investment alternative regulation
Stanford Law Review: FCPA Prosecutions: Liability Trend to Watch
By Priya Cherian Huskins, Esq.
Wed May 28 18:33:00 -0700 2008
When it comes to compliance with the Foreign Corrupt Practices Act (FCPA), multinational companies that adopt a "don't ask, don't tell" policy may come to regret their hands-off approach. Compliance with the FCPA's laws against bribing foreign officials has recently come under increased scrutiny by the Securities and Exchange Commission (SEC), the United States Department of Justice (DOJ), and the plaintiffs' bar. At the same time, jurisdictions outside of the United States have also exhibited a renewed interest in enforcing their own FCPA-like laws.
For individual officers and directors, the environment is equally challenging. Of particular concern may be an emerging focus by the SEC to hold individual officers personally liable for failing to implement proper internal controls designed to prevent FCPA violations.
Trucker Huss Benefits Report
April 2008
Tue May 13 17:00:00 -0700 2008
Labor and Employment News Brief: Are You Up-To-Date for 2008?
by Tracey K. Merwise, Severson & Werson
Fri May 02 15:57:00 -0700 2008
This article will help your company update its policies and procedures to comply with the host of new Employment Laws, both Federal and State, that are going into effect in 2008.
Urgent D&O Risk Management Initiative: Protecting Directors and Officers of Foreign Subsidiaries
By Priya Cherian Huskins, Esq.
Fri May 02 14:05:00 -0700 2008
Given the increasingly global nature of business, many US public and private companies find it advantageous to incorporate subsidiaries in jurisdictions outside of the United States. It has long been accepted as conventional wisdom that the officers and directors of these foreign subsidiaries face little risk of personal liability and that, if a problem were to arise, the parent company’s director and officer liability insurance policy would respond. Conventional wisdom is, in this case, unreliable.
Sale of a Company: Director Duties and Personal Protection
By Priya Cherian Huskins, Esq.
Fri May 02 13:56:00 -0700 2008
Consider this scenario: a company’s CEO tells his board that he has received a compelling offer for the sale of the company. Upon reviewing the offer, the directors agree that the offer is attractive, and think that the shareholders would be well-served to accept the offer. However, as experienced board members, they know that the potential sale of a company is an inflection point for litigation. The board’s next steps are critical, both to maximize shareholder value and to avoid litigation that may result from failing to do so. This article outlines the fundamental duties of a board considering the sale of a company. The article also details what a board can do—beyond diligently fulfilling its duties—to protect itself from liability and thereby focus entirely on promoting the interest of shareholders.
Client Action Bulletin
Coordinating Retiree Health Benefits with Medicare
Wed Apr 02 19:06:00 -0700 2008
ThisClient Action Bulletin discusses the U.S. Supreme Court's recent decision to let stand the EEOC's final rule allowing employers to coordinate retiree health benefits with Medicare or comparable state-sponsored health benefits programs.
Trucker Huss Benefits Report
March 2008
Tue Apr 01 17:26:00 -0700 2008
The following subjects are covered in the March 2008 Trucker Huss Benefits Report:
- Supreme Court Rules that Defined Contribution Plan Participants Can Sue for Losses to Their Individual Accounts
- IRS Issues Guidance for New Distribution Requirements that Become Effective in 2008
Discrimination filings with EEOC the highest since 2002
Tue Mar 18 11:27:00 -0700 2008
The U.S. Equal Employment Opportunity Commission in fiscal year 2007 received the highest number of discrimination charge filings in five years, the agency reported last week.
The federal agency received 82,792 private-sector discrimination charge filings in fiscal 2007, compared with 75,768 in 2006. The 9.3% annual increase is the largest since 1993.
Trucker Huss Benefits Report
February 2008
Mon Mar 03 18:08:00 -0800 2008
EB Briefing: New Law Creates Leave Rights Under FMLA for Military Families
by Milliman Inc.
Fri Feb 22 15:38:00 -0800 2008
The National Defense Authorization Act For Fiscal Year 2008 included provisions that significantly broaden the Family and Medical Leave Act (FMLA) to support military families.
The Cost of Doing Nothing
by Ken Drummer
Tue Feb 05 17:17:00 -0800 2008
This informative article discusses Consumer Driven Health Plans (CDHPs). The focus is on the origin of CDHPs, the current employer environment and the cost of doing nothing.
Trucker Huss Benefits Report
January 2008
Mon Feb 04 17:09:00 -0800 2008
C&RE Briefing: 2008 OSHA Update
Tue Jan 29 13:11:00 -0800 2008
As we do at the beginning of each new year, we'd like to remind you of OSHA's annual requirement that you post your Summary of Work-Related Injuries and Illnesses for the calendar year 2007. Some of the key items related to these requirements are in this C&RE Briefing.
Questions to Ask When Joining a Board
By Priya Cherian Huskins, Esq.
Wed Jan 09 12:13:00 -0800 2008
When you join the board of a company, you are making a long-term commitment that carries with it the risk of unlimited personal liability if things go terribly wrong. A systematic approach to conducting your diligence on the company is therefore in order.
Employee Benefits Briefing: Oregon Domestic Partnership Legislation
Thu Jan 03 17:09:00 -0800 2008
Oregon House Bill 2007 (HB 2007), the same sex domestic partnership legislature was recently temporarily suspended.
Trucker Huss Benefits Report
December, 2007
Sun Dec 30 17:13:00 -0800 2007
- IRS Proposes Regulations Regarding Automatic Contribution Arrangements
- IRS Issues 2007 Cumulative List
What to Expect in D&O Pricing Trends
By Priya Cherian Huskins, Esq.
Fri Dec 14 19:07:00 -0800 2007
So far the credit debacle and backdating cases haven't had an immediate impact on the price of Directors & Officers (D&O) liability insurance. The market has remained soft despite some high profile settlements. While companies, and indirectly their boards are reaping the benefit of the soft market, it won't last. History is instructive of this point. This article details how using empirical data can be developed to stabilize costs over time.
10 Considerations for Section 125 Plans
by Milliman Inc.
Wed Dec 12 16:11:00 -0800 2007
The IRS is revising the requirements of Section 125 plans. This white paper addresses 10 key points you'll need to review to ensure that your cafeteria plan is ready.
New Laws for California Employers in 2008
The Daily Recorder
Thu Dec 06 16:14:00 -0800 2007
With the new year comes new legislation. This year the legislature presented Governor Schwarzenegger with a number of work-related bills. Read this article to find out which bills were vetoed and which ones employers will have to comply with starting in January 2008.
Can and Should you Indemnify your In-house counsel?
By Priya Cherian Huskins, Esq.
Thu Jun 28 15:50:00 -0700 2007
When it comes to indemnification agreements for in-house counsel, an interesting question arises given the ethical duties of attorneys. In particular, is it proper for a California in-house attorney to enter into an indemnification agreement with his or her employer?
Wage-Hour Laws Present Minefields For Unwary Employers
Mon Jun 18 11:30:00 -0700 2007
Pandemic Influenza Risk Management for Employers
A special report from Milliman
Mon Jun 11 15:40:00 -0700 2007
WS&Co. has a relationship with the leading actuarial firm, Milliman. The attached report gives a comprehensive overview of pandemic influenza, and the effects it could have on the workforce and a company's bottom line.
10b5-1 Trading Plans: The Next Stock Option Backdating Scandal? (Directors & Boards, July 2007)
By Priya Cherian Huskins, Esq.
Wed May 30 17:14:00 -0700 2007
Could abuses of 10b5-1 trading plans become the next corporate governance scandal? This article discusses new research calling into question the legality of certain trades being made under 10b5-1 trading plans.
The Rest of the Story: Directors and Officers Coverage for Independents (Insurance Journal, May 2007)
By Priya Cherian Huskins, Esq.
Sun May 20 16:59:00 -0700 2007
The large out-of-pocket payments made by independent directors of publicly traded firms are enough to make any board member nervous, not to mention their insurance brokers. But is the fear well-founded? Is more liability insurance the best solution? What can brokers do to better serve their clients and help them protect their corporate and personal assets?
Six Ways to Protect Independent Directors (Boardroom Briefings: The D&O Issue, March 2007)
by Priya Cherian Huskins, Esq.
Thu Mar 01 15:19:00 -0800 2007
The second anniversary of the historic out-of-pocket payments by the independent directors of WorldCom and Enron is a good time to re-examine conventional wisdom. There are alternatives to buying ever-larger D&O insurance policies. Priya Cherian Huskins dicusses six of those options in this article.
The Options Scandal and the D&O Insurance Response
By Priya Cherian Huskins, Esq.
Mon Jan 01 15:31:00 -0800 2007
The director and officer liability insurance industry was as surprised as everyone else by the recent options backdating scandal. D&O carriers had never previously considered improper option accounting, and therefore few, if any, D&O policies contained explicit provisions addressing options backdating. Since the scandal first hit, however, D&O insurance carriers have had a chance to assess their exposure, consider their coverage position under the language of existing policies, and determine how they will treat improper option accounting issues going forward. In general, most D&O insurance carriers have been reasonable and evenhanded in their response. This article discusses those the backdating issue and the D&O insurance response.