What’s the IRS Audit Process?

March 9, 2010 No comments »

The IRS conducts thousands of audits on taxpayer’s tax returns every year. Audits come in three forms: Correspondence, Face-to-Face, and Field. If you are selected for an audit, it does not mean that you have done anything wrong. What it does mean is that the IRS needs to determine if your tax return was prepared correctly.

The IRS examines every tax return filed. With the use of its computer program, Discriminate Function System (DIF), it compares your deductions with the averages. If your DIF score is higher than average, you are more likely to be audited.

A correspondence audit comes by mail. You receive an IRS notice that requests more information regarding a specific item on your tax return. Read the notice carefully and comply with its request promptly. You will be asked to submit documentation to prove what was reported on your tax return. Make copies of your documentation. Never send your originals to the IRS. Mail your documentation via certified mail so you have proof that the IRS received it by the deadline indicated.

If you receive correspondence from the IRS stating that you owe more taxes because of a math error or because you failed to report income that was reported on your 1099 form, do not pay the amount without first comparing your tax return with the information on the IRS notice. The IRS can miscalculate what you owe or enter data incorrectly too. If you disagree with the added tax, you must appeal in writing within 60 days.

If the IRS requests a face-to-face audit, you will be asked to come to the auditor’s office or in the case of a field audit; the auditor will come to your home or place of business. If your tax return was prepared by a tax professional, you can ask that the audit be performed at their place of business. To keep the auditor away from your office, you may also have to show that an audit would be disruptive to your place of business.

If your tax return was prepared by a tax preparer, you may have them come to the audit with you. If your tax return was prepared by an attorney, CPA, or “enrolled agent”, they can attend the audit in your place.

The auditor will ask some easy questions at the start of the audit. After these initial questions, the audit will start in earnest. One of the most important things to remember is never give the auditor more information than is requested. Do not bring any documentation that was not requested on the audit notice and do not answer any questions that do not pertain to the tax return in question. Answer questions courteously but with short answers and no explanations. The more you say, the more you may find yourself alerting the IRS to investigate you closer.

After the audit, you will receive a copy of the auditor’s report. If you disagree with the auditor’s findings, you may make an appeal to the auditor’s supervisor on the spot. If the supervisor agrees with the findings, you have 30 days to appeal to the IRS Appeals Division. If you still are not happy with the outcome, you can take your appeal to Tax Court.

Author: Darrin Mish
Source: articlerich.com

No comments »

Posted in Finance

Tags:

Negotiating Your Book Contract-20 “Must” Topics to Talk About – Part II

March 8, 2010 No comments »

In Part I of her article, attorney Brenda Warneka talked about ten topics writers should discuss with publishers when negotiating publishing contacts. In Part II of her article, she shares ten more.
11. ADVANCES
Advances are usually paid in increments, such as one-third upon signing of the contract, one-third upon submission of a satisfactory manuscript, and one-third upon publication. There is a rule of thumb that the publisher will pay as an advance what it expects you to earn in royalties during the first year of publication. You may be able to research the size of advances paid by your publisher in the past in industry publications. The larger the advance, the less incentive the publisher will have to back out of the contract (especially if advances are non-refundable), and the more incentive the publisher will have to promote your book once it is published. The contract should state the amount of the advance, how it is to be paid, and how it is to be recouped.
Normally, you will not receive royalties until after the advance is “earned out,” meaning that royalties earned are equal to the advance paid. What happens if the advance is not earned out? The contract should be clear that you are not required to pay back any unearned advance. But, yes, you are expected to return the advance if you never complete the manuscript, as well-known record producer, rapper, and clothing designer Sean “P Diddy” Combs found out when he was sued in 2005 by Random House for recovery of a $300,000 advance for an allegedly undelivered memoir due in 1999.
12. ROYALTIES
Look at how much the royalty percentage is, what it is based on, how it is calculated, and
how often it is paid. You should bargain for royalties based on the suggested retail or list price of the book. Such royalties are higher than those based on the net sales income to the publisher of the same percentage, and will prevent the publisher from offering special deals, such as deep discounts, at your expense. A typical arrangement might be 10% of the list price on the first 5,000 copies sold, 12.5% on the next 5,000, and 15% thereafter, less returns.
If you do end up with a royalty based on net sales income, you might ask for a floor on the amount paid; e.g., 10% of the net sales income, but not less than $2.00 per book sold. The publisher will want to pay lower royalties on special sales, such as book club, school editions, and mail order sales, but these may be negotiable. No royalties will be paid on review copies. If a percentage of your royalties is withheld as a reserve to cover returns, be sure the contract states the timing as to when the reserve will be liquidated.
13. ACCOUNTING AND PAYMENT OF ROYALTIES
The contract should specify how often the publisher will provide you with an accounting, and payment, of your royalties. It is general practice in the industry to report royalties at least semi-annually, and to make payments within three months of the accounting. You or your authorized agent should have the right to audit the publisher’s books to confirm that the accounting statements are correct. If an audit reveals errors, and the publisher owes you more than a certain percentage of the amounts reported in the accounting statements, perhaps 5%, they should be required to pay for the audit, and to pay interest at a specified rate on the royalties they owe you as a result of the audit. Try to extend as far out as possible the time limits within which you may conduct an audit, object to the accounting provided by the publisher, and bring legal action. The failure to provide an accounting, or failure to pay royalties that are due, should give you, after a specified period of time, the right to terminate the contract.
14. NON-COMPETITION CLAUSE
A publisher may wish to prevent you from writing another book that would compete with the one for which you are under contract or from using material from the book in other ways. The definition of what it means “to compete” should be clearly stated, and any such provision should be limited to the specific period of time that is considered necessary for the success of the book subject to the contract. If the book is tied to an existing brand or business, your ownership of the trademark should be addressed.
15. REVISED EDITIONS
What if your book is successful enough that you, or your publisher, wish to issue a revised edition? Unless you negotiate otherwise, the publisher may have the right to determine whether you or another author will do the revised edition, and whether or not you will receive author credit. If another author does the revised edition, the publisher may want to deduct the new author’s royalty and advance against your royalties. If you prepare the revised edition, the publisher may wish to bind you to the terms and conditions of your original contract, even though it was negotiated at a time when you had no marketing clout. If you have an escalating royalty based upon sales in the original contract, the publisher may wish to have the revised edition start over at zero, although it would be better for you to treat sales of the revised edition as a continuation of the original version.
A related issue is whether returns of the original book should be counted against sales of the revised edition. It may seem premature to be considering such things when the first copy of your book still has to see the light of day, but if you don’t pay attention now, you may find out you can no longer address certain issues later on.
16. OUT-OF-PRINT STATUS AND REVERSION
The rights you have granted to the publisher should revert to you once the book is out of print (although this reversion may be subject to any license granted by the publisher). The contract should carefully define what “out of print” means. Most out-of-print clauses will require you to notify the publisher that you want the publisher to reprint the book. Failure by the publisher to do so within a certain period will give you the right to terminate the contract.
With today’s “print on demand” capabilities and “ultra short-run printing,” allowing books to be printed as few as one at a time, reversion of rights based on books no longer in print may not make sense. Perhaps a right of reversion should be tied to a minimum number of sales in the last 12 months, or upon royalties falling below a certain level in a certain number of consecutive reporting periods. The publisher may be willing to agree, as part of any reversion of rights to you, to allow you to buy the book plates and engravings, if any, and leftover inventory and other materials at nominal cost.
17. OPTION FOR NEXT WORK
The publisher may want an option now on your next work, even before the manuscript for the one presently being written is complete. Options work different ways. One type of option gives the publisher a “first look” at your next “similar work” for a certain period of time. If you turn down the publisher’s offer based on this first look, you may sell the manuscript to a different publisher, but only if the terms are more favorable than those offered by the original publisher. Be sure you understand the definition of the work to which the option will apply, how the option works, and when the option period will start. Understanding exactly how the option works can be tricky, but is very important.
18. BANKRUPTCY
If the publisher ends up in the U. S. Bankruptcy Court, the bankruptcy law may determine
which provisions of your contract are, or are not, enforceable. What happens may depend upon whether the publisher is in a “Chapter 7 liquidation” or a “Chapter 11 reorganization.” Chapter 7 of the Bankruptcy Code provides for the orderly liquidation of the assets of the debtor company, with the proceeds distributed equitably among the creditors. Under Chapter 11, a troubled company tries to reorganize to cut its expenses and continue in business, and toward this end, may do such things as liquidate assets and reject executory contracts (contracts not yet fully performed on both sides).
When independent publisher Stein & Day, Inc., went into a Chapter 11 bankruptcy in New York, in the late 1980s, the company was unable to continue publishing, and its backlist (the publisher’s list of books still available) was sold at auction to the highest bidder, without any consideration for the wishes of the authors. The publishing contract you sign should provide that you have a right to terminate the contract, with all rights to your book reverting to you, if the publisher goes into voluntary or involuntary bankruptcy, makes an assignment for the benefit of creditors, or liquidates its business for any reason. Realize, however, that in the event of bankruptcy, the contract does not necessarily control what happens.
19. CHOICE OF LAW AND SELECTION OF FORUM
The choice of law governing the interpretation of the contract, and the forum (the jurisdiction or location of the courts where any litigation will take place), will normally be those where the publisher is headquartered. This will make it easy for the publisher to sue you, and difficult for you to sue, or defend against, the publisher, unless you live in the same area. Trying to get the publisher to change these provisions is a lost cause. Courts generally honor “choice of law” and “forum selection” clauses in commercial contracts. Your contract with the publisher is a commercial contract. The federal court system has exclusive jurisdiction in copyright infringement cases under the United States Constitution. Breach of contract issues are decided under state law, even if the case is in federal court.
20. RESOLUTION OF DISPUTES
Arbitration normally provides a quicker end to what could otherwise be long and expensive litigation in the court system. It is generally thought to be favorable to the underdog in a contract. If the contract does not provide for arbitration, seriously consider requesting that a standard arbitration clause be added. The publisher will want to specify that arbitration takes place in the city where the publishing company is located. Arbitrators will sometimes move the arbitration to an area more convenient for you if it is a hardship for you to arbitrate in the city where the publisher is located. Arbitration clauses are enforceable under the Federal Arbitration Act.
CONCLUSION
This discussion should have alerted you to some of the issues involved in reviewing a publisher’s contract. As a last step, go through the contract carefully and look for issues not included here that you need to discuss with the publisher. You will never regret time you spend negotiating your contract, but you may well regret time not spent if you don’t understand something that later turns out to be very important.
Attorney Brenda Warneka, J.D., C.P.A.
Brenda Warneka, an attorney for over 25 years, is a partner in the law firm of Cox Warneka Redmon in Scottsdale, Arizona, and is also a certified public accountant. She writes on legal and other topics. Warneka is a member of the Arizona Press Women. She is co-editor and a contributor to the nonfiction anthology The Simple Touch of Fate: Real People; Real Stories featured at http://www.thefatesite.com
DISCLAIMER
This article does not constitute legal advice, and is not intended as a substitute for legal advice. It provides only general information under United States law, some of which may vary from state to state, about topics that may involve very complex legal issues. The information given here may not be applicable in all situations, and readers should seek legal advice from an attorney based on specific fact situations.

Author: Brenda Warneka
Source: download

No comments »

Posted in Writing & Speaking

Tags:

How to Make Money As an Actor – First, Stop Struggling!

March 7, 2010 No comments »

Does this describe you and your marketing efforts?

1. Sending out pictures and resumes to agents, and getting little or no response.
2. Meeting agents and casting directors in those 2-5 minute “pay-to-meets” but no one calls or wants to represent you.
3. Submitting yourself with on-line casting but all you get are student and “indie” film auditions or non-union commercial jobs.
4. Spending too much money on “classes and workshops” to meet industry people who won’t hire you except for an “extra job”.

Stop! Change your strategy to change your results!

1. Stop All Marketing Activity That Costs You Any Money (so you can start making money)!

Stop mailing, stop submitting, stop spending your hard-earned dollars on envelopes, postage, labels, postcards and those “pay-to-meets”. Take some time off. Why? Because if you aren’t getting the response that you need, i.e., representation, auditions and work, it’s not working for you. Don’t worry about what you may be “missing” while taking a month or two off to re-gather your resources and re-plan your attack. Better to do it right than keep wasting time and money sending out marketing material that will just be tossed. Yes, thrown away.

First, you need to re-think your product and clarify your brand before contacting any more Industry Professionals. First Impressions are really important. If you haven’t figured out your specific “type” and “brand,” guess what? Neither has the Industry. If they don’t know how to cast you, they won’t call you for auditions. Get advice to define your brand. Ask a career coach. No one buys a product that is not clearly professional.

2. Re-Evaluate Your Marketing Tools – The 4 things that will get you work & Income:

Excellent headshot. It’s possible that your headshot isn’t representing you accurately or maybe you need to re-think your “image”. With the money you saved by NOT marketing with your old headshot, get a new one. Avoid the generic headshot, one with a blank smile that looks like your high school graduation picture It says NOTHING so that’s the exact response you’ll get! And be original. Try not to look like every other newbie, wearing the cliché t-shirt and jeans. It tells every agent that there’s nothing special about you – you’re just following the herd. Your headshot needs to be specific and full of your personality and should tell them in a flash the specific roles you can play -i.e., prep-school dude, girl-next-door, lawyer, compassionate intern, tough head nurse, sweet secretary, suburban Dad, bad guy, FBI agent… in a specific market – primetime, soaps, commercials and film.

Professionally designed resume. Follow standard formatting – 3 columns (NOT long lines of information running across the page). List training and roles correctly- PLAY, ROLE, PLACE/ DIRECTOR, and don’t employ incorrect wordage. Never say things like “stage experience”, “lead” role, “student” film, Dr. blah-blah from college was my teacher or add “awards” for runway modeling or winning acting “contests”. These things will definitely show that not only are you a newbie but you’re still a student (i.e. amateur). Having a resume less than professionally designed may prevent an agent or casting director from calling you.

Great demo reel. And definitely have a demo reel that is amazing. If they can’t see your work, they can’t hire you. Live auditions are less and less frequent without a preliminary click on your website to see your on-camera persona- type, range, ability.

Website. Have one! (they’re reasonable and easily put up these days so there’s no excuse!)

3. Create A Realistic Marketing Plan:

Target specific agents who may be appropriate for you. Often we aim too high or haven’t researched a specific agency that isn’t interested in our type. Look for agencies that say they are taking on “new or developmental” clients. Most agencies, however, want ready-to-book professionals walking through their doors.

Update your marketing tools so they are the best they can be and represent you. That includes; headshot, resume, demo reel, website.

Set Goals – who to meet and when and then follow up.

Work with a Coach to assist you weekly in reaching your goals, stay on track and to get a personal referral. The sooner you present yourself professionally and have an agent, the sooner you’ll work and make money!
Buy A Software Program with a database management system and communicate frequently. Send Email blasts and create marketing campaigns linking to your website. Then the industry can see your work quickly and easily. You’ll book more jobs and make more money.

Always have a project you are developing, a play you are rehearsing, a staged reading you are involved in or are producing, filming a short you wrote. If you are focused on developing your talent and letting the industry know your progress, they will definitely be more interested in working with you. Work begets work…and that’s how to start making more money!

Successful Marketing!

Gwyn and the TAM Team

Author: Gwyn Gilliss
Source: ezinearticles.com

No comments »

Posted in Arts & Entertainment

Tags:

Fixed Asset Management: Keep Up-to-date With The Latest Tools

March 6, 2010 No comments »

There are a number of ways in which businesses today streamline their productivity and returns over investment. One of the best ways to make you levels of profit improve is to have a system for fixed asset management in place. As the name suggests, “fixed asset management” means the management of your assets such as; your buildings, equipment and fixtures in an office, software, computer hardware, vehicles, and even the labor associated with the production of your products.

What is a Fixed Asset Management

As one might guess, the term encompasses a large variety of objects. As fixed assets typically involve cash, this system is often times administrated by an accounting department. On a regular basis, this is a very tedious task and almost impossible to follow from one end to another when it is being done manually. It is because of this that you have annual stock evaluations where the accounts department updates the information about what is where and in what amounts.

The amount of work that is involved in this process depends entirely upon the size of the business. When businesses are small they are easy to manage however large businesses spend a great deal of time and employees to complete this task; even then the outcome is not guaranteed for accuracy as it is largely dependent on the accuracy of the auditing team.

The Solution, Use Technology

With the widespread use of computers in today’s business world many task that were difficult or time consuming for people is now done by computers. The process of Fixed asset management is no exception to this rule. Computer use has made this complicated task much simpler, even in larger companies where it would take months to complete manually; good fixed asset management software would be able to do the same task in only a couple of minutes.

For larger companies that have very specific requirements for their fixed asset management software there are companies that specialize in engineering custom made solutions. With such software is in place, it is now possible for anyone in the company to access any type of information regarding fixed assets. This is very helpful when it comes to creating marketing strategies and the growth of a business.

The process of fixed asset management is very important in businesses today, and with the use of such software businesses can now get a perspective of the businesses capital strengths and possibilities, all at the click of a button.

Author: Erik Schouman
Source: isnare.com

No comments »

Posted in Business

Tags:

The Keys to Creating a Current Home Inventory

March 5, 2010 No comments »

If you’ve ever been the victim of a burglary or a fire you already know how important it is to maintain a current home inventory for your home insurance provider. If you haven’t, you’re about to learn. One of the most important aspects of being a responsible homeowner is making sure your home and its contents are properly insured, and in order to do that you and your home insurance provider need to keep a copy of your home inventory close by.

Okay, let’s face it. Cataloging everything you own is boring. It’s tedious. It’s a shameless time vampire when you’ve obviously got other things to do. All of these things can kill your desire to put together a current home inventory. Before we get into the how-to’s, take a second to breathe. Remember, you should have to do this one time and one time only. From this point on it should all be a matter of maintenance-adding new things to the list when you buy them, taking off the old when they’re sold or given away.

Most people find that the easiest way to conduct a full home inventory for their homeowners insurance provider is to do it when they’re moving. Why not? You’ve already got everything ripped out anyway, you may as well make the most of it and put together a comprehensive list of what you own. A good home inventory should include:

a) The name of the item.

b) What it is.

c) What it’s made of.

d) Who made it.

e) How it was made.

f) Where it was made.

g) When it was made.

h) Serial number.

i) When you bought it.

j) Where you bought it.

Pro Tip: The easiest way for many people to keep track of everything they own (because let’s face it, you probably have a house full of stuff and don’t have hours and hours to stop your packing/unpacking process to write all this down) is to create a photo or video log while they’re putting things in or taking them out. You can develop/print the pictures or review the video and create a complete home inventory for your home insurance provider after things have settled down a little bit.

Don’t wait too long to do your paperwork though. The last thing you want is to get caught in the “Lemon Trap”. You know the one. When you buy a used car ‘as is’ and it breaks down the minute you get it off the lot? Thought you might.

With a current inventory you and whichever nationwide home insurance provider you’re insured with will have a complete and comprehensive list of everything in your home so that if the building ever did go down in flames you wouldn’t have to struggle to replace everything you lost all over again. Not to mention not having to worry about being accused of insurance fraud for reporting items lost that weren’t listed on your home inventory because you forgot to add them to the list.

Isn’t avoiding two to fifteen years in the big house worth a couple hours of your time?

Author: Anthony M. Peck
Source: ezinearticles.com

No comments »

Posted in Insurance

Tags:

Medical Billing Dashboard – Nine Performance Indicators for Transparent and Accountable Outsourcing

March 4, 2010 No comments »

Arcane terminology and complex rules for payer- and time-dependent claim validity and pricing interpretation plague medical billing industry, resulting in massive payments of invalid or ineligible claims and denials of error-free claims. The amount and complexity of billing information make it very difficult for the doctor to maintain compliance and identify and resolve errors and underpayments.
“With integrated Billing Transparency, I see for myself how Vericle leverages every opportunity to expedite payments of healthcare insurance claims in a continuous 24 x 7 effort. It has enabled 27% revenue gain over past billing process,” says Doug Cassel, M.D., Director of Interventional Radiology at Hoag Memorial Hospital in Newport Beach, California.
Greater visibility of internal process activities promotes teamwork, increases client satisfaction, and assists in process streamlining. Billing service transparency allows participants of the billing process to expedite error identification and resolution, resulting in reduced over- and under-payments and improved regulatory compliance.
1. Billing Dashboard as Main Transparency Mechanism
Selection of meaningful and intuitive indicators for billing process performance is a mission-critical stage in the process of creating a useful transparency mechanism. A dashboard presenting such most meaningful data must be easy to find and simple for interpretation. Cumulative experience of hundreds of doctors using Vericle-like billing technologies, has shown that a dashboard containing nine specific indicators expedite the development of intuitive and powerful transparency mechanisms:

Month-to-date collections

Total failed or denied claims

Aggregate failed or denied claims in follow-up queue

Dollar Accounts Receivable (AR) below 30 days,

$ AR in ( 30, 120] days

$ AR > 120 days

Percent Accounts Receivable (AR) below 30 days,

% AR in ( 30, 120] days,

% AR > 120 days

Note that national average of percent accounts receivable above 120 days hovers around 18%. Therefore, a well-performing outsourced billing service must deliver % AR > 120 days significantly below 18%. Specifically, to justify its fees, an outsourced billing service must measure its AR > 120 days anywhere around 5%.
2. Drill-down Functionality, Reporting, and Transparency
Advanced dashboard allows drill-down for more detail directly by pointing and clicking the cursor at the dashboard. At the minimum, the following features must be available:

Operational Report shows total claims and $ amounts submitted, paid, adjusted, written off, and failed. It allows breakdown by CPT code, payer, referral, or a combination of such dimensions.

Denials Report shows the list of denied claims and a log of followup actions. By sorting it by amount paid, you can tell the smallest payment the billing service will fight for.

Compliance Report shows the potential for post-payment audit and itemizes compliance violations.

These reports allow multiple dimensions for data presentation, by single parameter, such as, payer, CPT code, provider, or referring physician, or by more complex parameter combinations, such as pairs of payer-CPT code, provider-CPT code, or referring physician-CPT code.
3. Complexity Considerations
Note that even a small single-provider practice working with 20 CPT codes and 20 payers, has 400 (20×20) payer-CPT code pairs. Therefore, an on-line report comparing month-to-date collections between current and previous years requires powerful database query capability. Moreover, automation of such queries like “find the worst performing payer for the best performing CPT code” requires OLAP technology.
4. Summary
Billing Transparency is a necessary feature of a modern and accountable billing service. Billing Transparency allows the practice owner to know both the big picture and minute detail of billing process. To be able to observe every step of the billing process on a continuous 24 x 7 basis, reporting must be available using a secure HIPAA compliant connection over the Internet. While traditional services delivered monthly paper reports, modern technology allows the delivery of continuously updated and meaningful billing performance data.
Yuval Lirov, PhD, author of “Mission Critical Systems Management” (Prentice Hall), inventor of multiple patents in artificial intelligence and computer security, and CEO of Vericle.com Billing Technologies. Vericle delivers comprehensive practice workflow engine that integrates patient scheduling, electronic medical records (EMR), billing, transcription, and compliance management. It improves billing performance and reduces audit risk. Yuval invites you to post questions on and share your knowledge of medical billing and compliance at BillingWiki.com.

Author: Yuval Lirov
Source: download

No comments »

Posted in Business

Tags:

Susan Boyle – The Fairytale Via YouTube

March 3, 2010 No comments »

An unemployed, 47-years old woman takes the centermost date and anybody is bedlam at her.With her unpolished appearance, unappealing figure, bristling eyebrows, bifold button and mop-top hair everybody is assured her to be a laughingstock.But as anon as she starts singing with her aberrant articulation all of those humans who beam and beam at bead their jaw and eyes swam in tears.She is Susan Boyle, a adult with apparent attending but able with aberrant voice.Susan is the active and breath archetype of the aphorism “Do not adjudicator the book with its cover.”

Nowadays, fairytale happens after the aid of potions, abracadabra baton and bogie godmothers.For some humans like Susan Boyle, fairytale happens via YouTube.Susan’s fairytale had amorphous if she auditioned for better aptitude seek in UK, the Britain’s Got Talent.Armed with affected blowing of aplomb and astronomic bulk of aptitude she marched into staged to be advised a woman and two men who were accepted for getting accurate and cynical.Much added than that, she is to be advised by millions of audiences who are equally, if not more, perfectionist, contemptuous and scornful.It is actual bright the she is nervous, but getting the charlatan of her own fairytale she accumulate on boot advanced and set herself on the average of the stage.

Like every charlatan on a fairytale, Susan is yet to acknowledge her abstruse abracadabra weapon, the alone weapon she can await on, her bewitched aureate voice.The charlatan opens her aperture and came out a bewitched articulation so accurate that accompany those aloof eyes into tears and ashamed all the contemptuous who heard.It was acutely a celebration for an underdog who makes it adjoin all odds.In her triumphs abounding alone dreams are getting realized.

It was just the alpha of the electronically aggressive fairytale.Susan Boyle arresting achievement in which she sang I Dreamed a Dream, an canticle from Les Miserables, was uploaded into YouTube.From again on she becomes a sensation.Within 9 canicule her achievement were beheld added than 100 actor times.After 16 canicule it exceeds added than 170 actor hits and keeps on growing at 8 actor everyday.Queen of allocution appearance Oprah has arrive her as a bedfellow on her show, and the acclaimed Larry King Live has already announced to her.

Author: Tina H Selbor
Source: ezinearticles.com

No comments »

Posted in Arts & Entertainment

Tags:

Alternatives to Foreclosure

March 2, 2010 No comments »

In these bleak economic times, it is not unusual to hear of or know someone in foreclosure. In response to this trend, the Government, the lenders, and private institutions are creating various programs to assist homeowners facing foreclosure. Determining which program suits you best is the difficult part, however.

Just a few years ago, refinancing your mortgage seemed to be the best option for the majority of homeowners. Refinancing was popular because homeowners counted on their homes’ appreciation value, and they withdrew equity out of their homes to repay debts. Interest rates were low and lenders exercised leniency toward those to whom they loaned. Unfortunately, the situation today is nearly the diametric opposite, and homeowners must consider other options as alternatives to foreclosure. Among those options are loan modification, short sale, repayment plan, forbearance, reinstatement, and bankruptcy (always a last resort).

Performing a loan modification on your mortgage can result in the terms of your loan being modified to something you can afford each month. There are many ways you can modify your loan, but there is only one best way of doing it. If you modify your loan based upon the terms your bank offers you, you simply won’t receive the best deal possible. This is why it is important to choose a party not affiliated with your bank to negotiate your loan modification.

Borrowers must recognize that a bank or lending institution is a business that is driven by profit. Accordingly, they will always offer you a deal that benefits them far more than it benefits you. They’ll offer you a short-term solution to a long-term problem and most borrowers default on their loan again within six months of their modification. A properly performed loan modification can reduce your principal, monthly payments, and interest. It is not uncommon to hear stories about people who have had their principal balance or monthly payments cut in half! It’s critical to understand that every case is different and the final outcome is dependent upon many variables, including the lender’s cooperation.

The lenders will only agree to a foreclosure alternative if they are losing less money than they would be if they foreclosed on the property. It is the job of your negotiator to help them reach this conclusion based upon the results of a mortgage audit, a statement of the homeowner’s hardships, and so forth.

Before negotiating any loan modification, it’s essential to get a forensic document audit performed on your mortgage. A mortgage audit determines if any laws were broken during the servicing of your mortgage. During the audit, your mortgage agreement is reverse-engineered to determine if all calculations are correct and if they adhere to state and federal lending laws. Most loans that were originated within the last 5-7 years contain at least one violation. You can use any violations found in your loan agreement as powerful leverage in the negotiation of your loan modification. Your bank will, almost magically, become far more willing to work with you after you present to them all the violations for which they are responsible. Homeowners can technically attempt to collect monetary damages through litigation; however, it almost always seems more cost-effective to exploit these violations to reduce your principal balance or interest rate via negotiation.

Another alternative to foreclosure is selling your home through a short sale. A short sale is when you sell your home for less than its current value and your lender forgives the difference. A short sale can present a welcome opportunity for someone who owes much more than their home is currently worth (in the industry, this is known as being “upside-down”). While there can be repercussions such as deficiency judgments and tax consequences, a properly considered and performed short sale can eliminate this.

A short sale can potentially be an ideal alternative to foreclosure assuming the bank agrees to forgive the remaining balance of your mortgage. Banks typically agree to a short sale if the money they are losing in the sale is less than what they would be losing if they foreclosed on the home. If you are contemplating a short sale, finding an experienced individual to negotiate your short sale can save you hundreds of thousands of dollars, depending upon your situation.

So, as you can see, there are many options available to consumers that are alternatives to foreclosure. Unfortunately, many variables come into play during the qualification and negotiation phrases. The importance of having a knowledgeable individual to negotiate on your behalf cannot be understated. If you have ever attempted to communicate with your lender about your situation, you could probably agree that they attempt to railroad you: they subject you to an endless loop of hold music, transfer you multiple times, use confusing industry jargon, and often don’t know enough about your entire situation to reach an intelligent decision. Having an experienced individual to handle this for you can help rupture this vicious cycle.

The U.S. Attorney General and the White House both agree that the only organization you should employ to negotiate on your behalf is a law firm. A law firm is held up to much hirer standards then your typical loan modification company. An attorney will not risk their license to make a quick buck off a consumer. Having legal representation will demonstrate to the banks that you are serious and, for the first time, place them on the defensive side of the fence. Contact the CreditLawGroup for more information on foreclosure alternatives.

Author: Ken Dsouza
Source: ezinearticles.com

No comments »

Posted in Real Estate

Tags:

Creativity and Innovation Management – Motivation and Management Layers

February 28, 2010 No comments »

Creativity can be defined as problem identification and idea generation whilst innovation can be defined as idea selection, development and commercialisation.
There are other useful definitions in this field, for example, creativity can be defined as consisting of a number of ideas, a number of diverse ideas and a number of novel ideas.
There are distinct processes that enhance problem identification and idea generation and, similarly, distinct processes that enhance idea selection, development and commercialisation. Whilst there is no sure fire route to commercial success, these processes improve the probability that good ideas will be generated and selected and that investment in developing and commercialising those ideas will not be wasted.
Motivation and Management Layers
A rule of thumb is that idea generation and motivation are inversely proportional to the number of layers between creator and decision maker. So if an individual has to push the idea past one gatekeeper, then:
* The idea is diluted by half.
* The chance of a positive response reduced by half.
* The time to valuable feedback is increased by two.
* Time to implementation doubles.
* Trust is reduced by half.
* All aspects, such as securing finance, become twice as difficult.
This knowledge helps us to design organizational structures, for example – make sure the decision maker is close to hand.
These and other topics are covered in depth in the MBA dissertation on Managing Creativity & Innovation, which can be purchased (along with an Innovation Management Bible, a Creativity and Innovation DIY Audit, Good Idea Generator Software and Power Point Presentation) from http://www.managing-creativity.com/
You can also receive a regular, free newsletter by entering your email address at this site.
Kal Bishop, MBA
**********************************
You are free to reproduce this article as long as no changes are made and the author’s name and site URL are retained.
Kal Bishop is a management consultant based in London, UK. He has consulted in the visual media and software industries and for clients such as Toshiba and Transport for London. He has led Improv, creativity and innovation workshops, exhibited artwork in San Francisco, Los Angeles and London and written a number of screenplays. He is a passionate traveller. He can be reached on http://www.managing-creativity.com/

Author: Kal Bishop
Source: articleage.com

No comments »

Posted in Business

Tags:

Resolving Shareholder Disputes in Canada

February 27, 2010 No comments »

The legal matters discussed here are based on the Ontario Business Corporations Act and court decisions decided in Ontario and under similar legislation across Canada. Most businesses are incorporated because of the benefits of limiting liability and potential tax savings. Most businesses have more than one owner or shareholder. The relationship among the shareholders can spawn considerable disagreement. In a surprisingly large number of cases, the disputes among shareholders can lead to angry and complicated litigation with uncertain outcomes. In this article, we discuss the legal issues which arise among shareholders of private corporations, typically with fewer than 10 shareholders.

A business corporation exists because one or more people have decided to set it up. There are hardly any impediments to incorporating a new corporation under Canadian law. In most Canadian provinces, any person over 18 years of age who is of sound mind and not bankrupt, may incorporate a company simply by signing articles of incorporation and presenting them to the appropriate government ministry for stamping and registration. A corporation has a legal personality independent of its owners and managers. A corporation can carry on business; file tax returns; borrow or lend money; and can sue and be sued. Shareholder disputes revolve around how the owners and managers of corporations deal among themselves.

Who runs a corporation?

The people who have authority to make decisions for a business corporation fall into three categories:

1. Officers: The President and the Secretary are the only officers who must be appointed but most corporations also have a Vice-President and a Treasurer. Other titles, such as CEO, COO and CFO are descriptive but are not required by law. The officers manage the day-to-day business of the corporation. The officers usually delegate some of their authority to other employees. The officers report to the Board of Directors. In a private business corporation, the officers, directors and shareholders overlap or may even be the same people.

2. Directors: The legal management of a business corporation is in the hands of the directors. The number of directors is designated by the Articles of Incorporation and can range from one to any number agreed to by the shareholders. The directors pass resolutions concerning legal and business matters affecting the corporation. Directors’ resolutions are passed by majority vote but some resolutions, such as a decision to sell the entire business require a larger majority such as 75% or even unanimity. Each director has one vote. Typical resolutions include (1) banking and borrowing; (2) hiring of accountants or auditors and legal counsel; (3) approval of the actions taken by officers; (4) approval of financial statements; and (5) acquisition of a new business or senior employee. The types of resolutions are determined by the circumstances of the corporation.

At every meeting of the directors, there must be a quorum. A quorum is the minimum number of directors required in person or by proxy to constitute a valid meeting. This is determined by agreement between the shareholders of the corporation and is set out in the corporation’s by-laws. If no quorum exists, business conducted at the meeting is not valid. The method of giving notice of a directors’ meeting is also important. If the directors are all in agreement and the business of the meeting is routine, a meeting may not be necessary. All of the business can be done by each of the directors signing resolutions prepared by the corporation’s lawyer.

If there are contentious issues, written notice of the directors’ meeting has to be sent, usually 10 days in advance, by the method prescribed by the by-laws of the corporation. The notice of the meeting has to give each director enough information and documents about each topic to be discussed so that he or she can make an informed decision about it. The resolutions of the directors have to be approved or ratified by the shareholders of the corporation. Directors are not required to attend a meeting but if a director’s failure to attend prevents the meeting from proceeding due the lack of a quorum, the corporation’s business may be hampered and the Court may order that a meeting be held without a quorum.

3. Shareholders: The owners or shareholders are the final decision-makers about issues affecting the business of the corporation. Resolutions of the directors have to be approved by the shareholders. As with directors’ meetings, a quorum is required for a valid shareholders’ meeting and notice must be given in writing with enough information and documents about each issue to enable the shareholders to make an informed decision. Unlike directors, who have one vote each, shareholders have one vote for each voting share of the corporation he or she holds. (Some of the shares may be owned by another corporation but the concept is the same).

The ownership of the corporation will be determined by the business partners. Sometimes, the ownership is driven by the amount of money a shareholder invests. In other cases, some shareholders provide special expertise or attract business, while others provide financing, and these elements may warrant an ownership share of the corporation. Some corporations reward a loyal employee with a minority shareholding. Some corporations have silent shareholders, who are not active in the daily business but own part of the corporation and therefore have a vote at shareholders’ meetings.

Shareholders are entitled to receive the financial statements of the corporation and to examine the books and records at the corporation’s head office. If there are more than five shareholders, the corporation’s financial statements have to be audited unless the shareholders vote to waive an audit.

The most important aspect of share ownership is “control”. A shareholder or group who owns the majority (more than 50%) of the voting shares will be in position to control the activities of the corporation subject to certain restrictions agreed among all the shareholders or imposed by law. Some shareholder decisions, such as the sale of the entire business of the corporation require a higher majority or even unanimity.

Minority shareholders have to live with the fact that the majority shareholders have a right to run the corporation even if the minority disagrees. However, the majority must comply with the terms of a unanimous shareholders agreement, if one exists, and treat the minority shareholders fairly. The majority shareholders are not permitted to “oppress” the minority shareholders.

Rights of Shareholders

Shareholders have three basic rights: 1) The right to vote at valid shareholders’ meeting after receiving proper notice and documents; 2) The right to attend a meeting of shareholders; and 3) the right to accurate and complete information about the affairs of the corporation, including the articles of incorporation and any amendments, the directors’ register, the by-laws, minutes of directors and shareholders’ meetings and the financial statements, whether audited or not. When these rights are not respected, a shareholder may have a right to sue the shareholders who failed to respect the rights of the minority.

Unanimous Shareholders Agreement

Even though it is not required by law, many shareholders make a unanimous shareholders agreement which sets out the ground rules for the operation of the corporation. Shareholder agreements can cover a wide variety of topics including but not limited to:

1) the management positions and responsibilities of the shareholders;

2) the method for valuing the shares of the corporation;

3) the method for adding or removing shareholders for misconduct, death or inability to function in the management of the business;

4) the mechanism for valuation and sale of the whole business of the corporation;

5) the method for determining management salaries, bonuses and dividends;

6) non-competition and non-solicitation clauses to prevent a departing shareholder from taking a key part of the corporation’s business and thereby damaging the corporation and its remaining shareholders;

7) a buy-sell provision, sometimes called a “shotgun” clause, which permits a shareholder to offer to buy the shares of the other shareholders subject to the right of these other shareholders to the offering shares at the same price;
8) succession arrangements to spouses or the next generation upon death or disability of a shareholder;

9) life insurance on key management employees and shareholders;

10) the special majority or unanimity required for certain types of corporate decisions such as the sale of the whole enterprise of the corporation or commencing a new enterprise; and

11) dispute resolution including arbitration and choice of law provisions.

Shareholder Disputes and Arbitration

The dispute resolution clause of a unanimous shareholders agreement usually provides that all disputes among the shareholders are to be resolved by arbitration and not by the courts. It typically states where the arbitration will be held. If all the parties are in Ontario, Ontario law will apply. If some parties are located elsewhere, the arbitration clause may specify which law, i.e., of which province or country, is applicable. There may also be reference to the procedural rules and the method for selecting the arbitrators.

Courts in Ontario give a very high degree of respect to a dispute resolution clause which requires all disputes to be resolved by arbitration. However, not all disputes involving the rights of minority shareholders are referred to arbitration even when there is a mandatory arbitration clause. Where there is a claim for “oppression” under the Business Corporations Act, a minority shareholder may be permitted by the Court to continue his or her lawsuit even though the unanimous shareholders agreement contains a mandatory arbitration clause.

Oppression Remedy

Under the Ontario Business Corporations Act, a minority shareholder is entitled to “relief from oppression” when his or her reasonable legitimate expectations from the majority shareholders have not been met. Legitimate expectations are found by looking at the articles of incorporation, the by-laws, the resolutions of the directors and the shareholders and the unanimous shareholders agreement, including any amendments of it and by general commercial and business practices.

For example, if the shareholders were accustomed to receiving an annual dividend but the dividend is not distributed fairly or not at all without reasonable justification, a court might find this change oppressive. If majority shareholders conceal information about the business from the minority shareholders by excluding the minority shareholder from decision-making or falsifying documents, that is also oppressive to the minority.

Another example of oppression might occur if the majority shareholders act in a way which violates the terms of the unanimous shareholders agreement. In some corporations, the removal of a minority shareholder from his or her position in the management of the corporation could be an act of oppression by the majority. Each of these examples has its roots in unfair behaviour by the majority which runs contrary to the reasonable expectations of the minority shareholder as a shareholder, employee or creditor of the corporation. Typically, there is more than just a single incident. The majority shareholders are usually looking to remove the minority shareholder from the business or take financial advantage of the minority.

While the aggrieved shareholder usually holds only a minority of the shares, the remedies discussed in this article are available to any shareholder who can show that he or she has been oppressed by another shareholder.

What can the Court do if it finds that a shareholder has been oppressed?

The oppression remedy is a powerful remedy for a minority shareholder to obtain redress for unfair conduct by the majority. If a judge finds the conduct of the majority shareholder to be oppressive, an order can be made to rectify the oppression in the most efficient way. This can be done by 1) the payment of money, 2) by directing the majority to buy the aggrieved shareholder’s shares for a reasonable price (as determined by professional valuation), 3) by reinstating the aggrieved shareholder to his or her former position in the business, or 4) by holding an auction at which all of the shareholders have the right to purchase shares of the corporation. A judge also has the power to cancel the exercise of a “shotgun” buy-sell if the court finds that it has not been exercised fairly. The appropriate remedy will depend on the circumstances of the corporation.

A Court’s decision to remedy oppression is intended to compensate the minority shareholder not to punish the majority. However, if the Court finds that the majority shareholder has acted fraudulently or has breached his fiduciary duty to the minority shareholders, punitive and other damages can also be awarded. When a court finds oppression, the share value attributed to the minority shareholder is not subject to a minority discount as it might be if the minority shares were sold in a commercial transaction.

Breaches of fiduciary duty can include the failure of the majority shareholder to provide full, fair and frank disclosure of all matters affecting the corporation’s business. If one or more shareholders has removed assets, income or business of the corporation or is competing with the corporation, that may also be a breach of fiduciary duty in addition to oppression.

What other remedies are available?

The Court also has the power to order that a directors’ or shareholders’ meeting take place for the purpose of conducting specific business affecting the corporation. The Court can also authorize the commencement of a derivative action. This is a lawsuit by the corporation against a “rogue” shareholder. For example, if the majority shareholder has improperly taken some of the assets out of the corporation or has spent the corporation’s money without authority, the corporation will have to sue the rogue. Of course, the rogue shareholder will not authorize a lawsuit against himself. In such a case, the court can authorize another shareholder to start and manage a lawsuit in the corporation’s name against the rogue shareholder.

The Court also has the power to order an investigation of the financial affairs of the corporation by a court-appointed auditor. In the most extreme cases, the Court can direct that the corporation be wound up on the basis that it is “just and equitable” to do so. A “just and equitable winding-up” means that the court directs that the business be sold, perhaps to one or more shareholders and that the assets of the corporation, net of any liabilities, be divided among the shareholders. Special circumstances must exist for this remedy to be considered by the court, including a deadlock among shareholders, which are paralyzing the corporation.

What happens in shareholder litigation?

These litigation procedures described above require detailed evidence and strategic considerations by an experienced shareholders’ dispute lawyer. Apart from the evidence of the minority shareholder, the value of the business has to be determined. This process is always more complicated than it appears to a lay person. The valuation of a business is a specialized skill provided by a chartered business valuator, a chartered accountant with valuation training. Before valuing the shares, the valuator may have to assess whether the majority shareholders have removed some money or assets from the corporation unfairly, whether by fraud or by misuse of the funds for an unauthorized purpose.

There are also income tax considerations. The value of shares is affected how shares are sold. If the corporation redeems the shares for cancellation, the shareholder will receive a taxable dividend. If the shares are purchased by another shareholder, the selling shareholder may be able to claim an exemption from capital gains taxes. There are also other tax issues. Advice from a tax accountant or lawyer is required to identify the most efficient way to dispose of the shares. This creates further disagreement because a tax arrangement beneficial to the seller will be less favorable to the buyer.

These remedies take some time to implement. The trial of a shareholders’ dispute lawsuit will not take place for many months or even years after it is commenced. Therefore, the court also has the power to grant interlocutory or temporary relief to ensure that the interests of the minority shareholders are preserved until the trial or hearing. The Court’s objective is to preserve the current situation without pre-judging the case.

Shareholder litigation is often characterized by hard feelings among the disputing shareholders. These are people who were in business together and their relationship has soured. It is much a like a divorce. Each side proceeds to gather its evidence which supports or denies the existence of oppression and other offensive conduct. Valuation of the shares may also be complicated by lack of proper disclosure and accounting issues. We have seen cases where the majority shareholders “stonewall” by refusing to provide proper information. This makes the litigation more time-consuming.

Amid the hard feelings and expense involved in these kinds of cases, lawyers in this field keep their eye on opportunities to make a settlement. While many shareholder dispute cases go to trial, the great majority of them settle before the trial through direct negotiations or mediation. Settlements are driven by the uncertainty of the outcome and the effort of all parties to limit legal and accounting expenses.

A settlement may also be more efficient for income tax purposes than a court judgment. Uncertainty relates not only to whether the Court will find the majority shareholders’ conduct oppressive but also the disagreement between the valuation experts for each side. Valuation of shares is as much art as it is accounting and valuators may disagree radically on how much the corporation’s shares are worth.

What should I do if I think the majority shareholder is oppressing me?

The first step to take is to fully document all events as promptly as possible after they occur. Make notes and send emails but care must be taken not to make statements which could adversely affect a minority shareholder’s position. Timing is important for notices of meetings and buy-sell notices. Delay in obtaining legal and financial advice could have a very significant impact on the eventual result. If you get written notice of shareholders or directors meeting without details of the matters to be discussed, you may not be able to complain about an adverse vote if you fail to complain about it in advance and just attend and vote.

If events are happening in the business which are being concealed from a minority shareholder or if financial information is being hidden, prompt action is necessary. First, you must ensure that no damage is done to the business. Second, if you delay in taking legal steps or in having your lawyer write a letter to the majority shareholders to complain of the offensive action, you may be taken to have approved of the improper acts of the majority shareholders. The best advice is to get legal advice as soon as possible.

July 2009.

Author: Igor Ellyn
Source: ezinearticles.com

No comments »

Posted in Legal

Tags: