Vintage Filings Legal Blog

You may have noticed the tremendous pressure from Washington and the media for banks to keep costs down as much as possible in 2009, especially as it relates to business travel.  In fact, business travel is expected to decline another 2.7 percent in 2009, continuing the 2008 trend reported by the Travel Industry Association last October, and the financial industry is on shaky ground in all sectors. Retail banks have to be creative about building their business and training employees without leaving the conference room. Bankerstuff.com is tackling this problem head on, by hosting the banking industry’s first virtual conference, March 24-25, 2009.

Targeting “Winning Deposits in a Volatile Market,” the conference’s three-track agenda examines the challenge of growing deposits in today’s economy through new approaches to segmentation, products and pricing, and marketing and sales tactics. The panel of speakers includes Douglas Berlon, Global Practice Leader for Gallup and a specialist in behavioral economics, Buck Bierly, President, MZ Bierly Consulting with expertise in improving revenue for regional and community banks and Darryl Demos, the Enterprise Solutions Group Senior Vice President and General Manager at Verint Systems Inc.

Karen Licker, Managing Director and co-founder of Bankerstuff, said, “With consumer confidence down, banks need to search for innovative ways to get new customers in the door and enhance their existing customer relationships. Offering free checking accounts isn’t getting the job done anymore. This conference will bring together retail bankers to hear from today’s industry thought leaders, as well as from each other.”

“This event will allow us to educate a large number of our associates from the comfort our own offices,” said Toni Carpenter, Vice President and Retail Operations Administrator at Huntington Bank. “We’re excited to be able to bring this cutting edge information to our team at a time our industry needs it the most.”

The growing popularity of webinars, webcasts and other virtual meetings—for everything from networking to training and workshops—indicates that web-based events are cost-effective alternatives making resources accessible to a broader audience.

Sign up now for the tagging of your 4 key quarterly documents during the upcoming year and Vintage will set up your extended taxonomy at no extra charge!

Soon your company will be filing its financial documents into the SEC’s EDGAR system in XBRL (eXtensible Business Reporting Language). Vintage Filings will set up your tagging now and review your “taxonomy” – dictionary of accounting terms – to make sure it suits your reporting needs. For a limited time, we are offering this setup and review service at no charge. By preparing in advance, you’ll be able to sail smoothly through your mandated start date.

Talk to the XBRL experts at Vintage Filings and discover how simple life can be!

Let us…:

• Set up your extended taxonomy
• Manage all your tagging and filings details – no hardware of software to buy
• Prepare you well in advance so your first filing is simple and runs smoothly
• Explain the flow of information and data so you understand how easy it is to file in XBRL with Vintage Filings
• Answer any and all questions.

Even if your company will not be required to file in XBRL until after 2009…

It’s never too early to be prepared. Visit our online sign-up form to speak with an expert and take advantage of this FREE offer.

A dramatic expansion of renewable energy will strengthen America’s economic, energy and climate security, but it is critical for policymakers to take action this year, FPL Group Chairman and CEO Lew Hay told the nation’s utility regulators this past week.

“Our nation is at a critical moment in history, confronted by a triple threat of challenges – an economy in recession, an overdependence on foreign energy, and a warming planet,” Hay said in a speech to the National Association of Regulatory Utility Commissioners in Washington, D.C. “Simply put, we must create a clean-energy economy for the 21^st century – one that will help pull our economy out of recession, strengthen America’s energy security in a volatile world, and address the threat of global climate change.”

Hay cautioned, however, that these important national goals can be derailed by shortsighted policies that make it financially impossible for utilities to embrace clean energy or that saddle customers with too high a cost, too quickly.

Hay charted a seven-point plan to make the transition to a low-carbon economy. First, he called on policymakers to enact mandatory climate change legislation this year that puts a price on carbon. “We must ‘make polluters pay.’ Only when carbon carries a price equal to its cost to society as a whole will we have a level playing field among all forms of electricity generation,” Hay said.

Second, Hay called for investment incentives for renewable electricity generation, coupled with the enactment this year of a national renewable portfolio standard (RPS). “Our current energy policy is too vulnerable to short-term fluctuations in the price of fossil fuels,” Hay said. “A national RPS will put a floor under the price of renewables by ensuring demand for wind and solar energy. At the same time, it is likely to lower electric bills in competitive markets by reducing the price of natural gas, according to the Energy Information Administration.”

Third, Hay urged support for a significant expansion of transmission capacity. “The current system was never intended to move lots of power over long distances or to handle the large amounts of wind and solar energy we have seen coming online in recent years,” Hay said. “It was designed for a different, more provincial era – for Nikola Tesla, not the Tesla roadster.”

Fourth, Hay called for converting 50 percent of the nation’s automobile fleet to plug-in vehicles by the year 2030, which would reduce dramatically America’s oil imports, strengthening both national security and the country’s balance of trade.

Fifth, Hay said the United States should adopt a robust nationwide energy efficiency campaign that strengthens standards for buildings and appliances and provides incentives for homeowners and utilities to invest in energy efficiency.

Sixth, calling coal “too abundant, too domestic and too cheap” for America to abandon it entirely, Hay urged passage of legislation providing substantial research and development support for carbon capture and storage—specifically, the Carbon Capture and Storage Early Deployment Act introduced last year by Rep. Rick Boucher (D-Va.).

And seventh, Hay stressed the need for the country to build more nuclear power plants. “The simple truth is that any effort to combat global climate change will fail without more nuclear plants – the only current source of energy that is abundant and carbon-free,” Hay said. He added that a true nuclear renaissance would rebuild a part of the energy economy in which America once led the world and create thousands of high-tech, high-paying jobs.

A San Francisco judge has confirmed the findings of an arbitrator who ruled that former Joseph Phelps Vineyards Chief Executive Officer Thomas Shelton and award-winning winemaker Craig Williams are owed more than $24 million for their share in the winery.  In a ruling dated February 6, San Francisco Superior Court Judge Peter J. Busch found that Joseph Phelps Vineyards had not demonstrated legal grounds to contest the award.

“We are grateful that Judge Busch has helped bring a close to this unfortunate dispute,” said Forrest Hainline of Goodwin Procter, the attorney representing Mr. Shelton and Mr. Williams. “These two men made a significant contribution to the excellent reputation of Joseph Phelps Vineyard and they should be compensated for that contribution.”

Mr. Shelton and Mr. Williams received an equity stake in the winery in 1999. But the Phelps family had sought to devalue their shares and tried to block their sale to a third party. The dispute went to arbitration in 2007. Ultimately, the Phelps family filed fraud and breach of contract claims against Mr. Shelton and Mr. Williams, all of which were rejected by arbitrator Judge William Bettinelli.

Mr. Shelton died on July 26, 2008 from brain cancer, leaving behind a wife and five children.

Under the terms of the award, Shelton’s widow, Laurie Shelton, is entitled to damages of $12,264,327 plus 10 percent interest. Mr. Williams has been awarded damages of $11,856,684 plus 10 percent interest. The arbitrator also awarded Mr. Shelton and Mr. Williams more than $2 million in attorneys’ fees and costs. Under the court’s order, Joseph Phelps Vineyards will also be required to pay attorney fees and other costs incurred in seeking confirmation of the award.

With CEO tenure on a rapid decline, many CEOs will soon be faced with the challenge of handing the baton over to a successor. But it’s not only CEOs that go through tough transitions. Any leader, as they move up, around, or out of the organization, will eventually be planning a transition and preparing their successor for the job. How should an incumbent prepare to let go? When is the right time to start identifying potential successors and what is the best way to groom them? How should stakeholders be managed during a leadership transition?  I think I’ve discovered a resource that will help answer these questions.

In “Succession: Are You Ready?” bestselling author Marshall Goldsmith offers candid analysis and advice on the problem of succession from the outgoing executive’s perspective. Goldsmith, ranked among the top 10 executive educators by the Wall Street Journal, has coached over 80 major CEOs through a leadership transition. Based on his experience, Goldsmith addresses the following succession issues:

• Why leadership transition is the greatest challenge for any leader;
• Why thinking about succession as early as possible will ensure an effective transition;
• How to identify and mentor potential successors and build a solid pipeline;
• How to avoid internal political disasters when more than one candidate is being considered;
• How to understand the personal dynamics of developing a successor and how to overcome the predictable biases and blind spots;
• How to know when it is time to step down;
• How to work with the board and other stakeholders, and what to expect from them during the succession;
• How to let go and hand over responsibility with class and grace.

From choosing and grooming a successor while sidestepping political minefields, to finally handing over responsibility, “Succession: Are You Ready?” walks leaders through each step in the succession process.

The world’s carbon trading markets are extremely vulnerable to accounting scandals like those symbolized by Enron, WorldCom and Tyco according to leading greenhouse gas and climate change experts and professionals in an international survey released today by Sequence Staffing and the Greenhouse Gas Management Institute.

Results of “The 2009 Greenhouse Gas/Climate Change Workforce Needs Assessment Survey” exposed their concern that lacking capably skilled personnel and experts to properly account for trading, respondents strongly believe there’s a moderate-high risk that carbon trading markets will be plagued by problems similar to the large accounting scandals of the past.

Respondents also acknowledged the world is facing a critical shortage of qualified staff and experts to meet the rapid growing demands of battling greenhouse gas and climate change, and educational institutions are failing to meet these needs, both potentially contributing factors to a future crisis.

“These findings show a rapid growth in the climate change and global greenhouse gas market,” said Sequence Vice President Frank DeSafey. “The need for expertly trained personnel is absolutely critical if the international community is to successfully meet the challenges looming.”

The first of its kind international survey confirms the workforce and skill shortages critical to battling climate change, and details the depth and breadth of the deficiency, the industry’s anticipated growth and its development as a new professional occupation.

“In a field that is technical and open to accounting mistakes, it is crucial that there are trained professionals capable of supporting a cap-and-trade program or carbon tax system,” Michael Gillenwater, dean of the GHG Management Institute, says. “Our survey indicates that experts believe there is a serious risk of carbon markets and policies being discredited in the future by scandals like we saw with Enron and in the mortgage markets. To avoid this, we will need professionals with the skills and ethics to account, audit, and manage GHG emissions.”

Lower-income shoppers are the fastest-growing income group in the United States and will generate $84 billion in incremental spending during the next decade. The latest research from Information Resources, Inc.IRI reveals that these consumers represent an enormous opportunity for retailers and manufacturers during the slow economy, if they understand that lower-income shoppers are not a homogenous group. “The Lower-Income II Report: Serving Budget-Constrained Shoppers in a Recessionary Environment” uncovers the critical differences and recessionary spending patterns and behaviors of lower-income micro segments that are driving today’s CPG growth.

The IRI report identifies five key lower-income micro segments that will be responsible for many growth opportunities and uncovers huge variations in shopping frequency and spending levels as well as channel and category-level dynamics. The report empowers retailers and manufacturers to better understand the key differences among lower-income households, so that they can use these valuable insights to their competitive advantage in hopes of attracting and retaining lower-income household loyalty.

“Lower-income households are one of the hottest opportunities in the marketplace and will provide real growth for those who want to truly learn about the various micro-segments and their changing behaviors due to the economy,” says IRI Consulting and Innovation President Thom Blischok. “Our latest research goes beyond the usual narrowly-focused reviews and provides meaningful implications and action steps which retailers and manufacturers can use today to drive growth. At this point in history, the lower-income shopper is continuously challenged to stretch each and every one of their dollars, which will continue for at least the next four-to-eight years.”

“Our detailed channel and category-level analysis focuses on how the five lower-income micro segments are changing where they shop and what they buy during the current recession,” explains Sean Seitzinger, senior vice president, IRI Consulting and Innovation. “Once you understand the wants and needs of the different shopper segments, you can then put the right products with the right pricing on the right shelves with the right displays to meet all of their needs.”

Lower-Income Micro Segments

IRI studied five lower-income micro segments, which are positioned to drive a large share of sales growth for retailers and manufacturers during the challenging economy:

• Singles and married couples aged 25-34
• Seniors older than 65
• Households with children
• Hispanics
• African Americans

The National Retail Federation today told the Senate that economic stimulus legislation under consideration fails to do enough for consumers, and repeated its call for a series of national sales tax holidays intended to jumpstart spending.

“While the legislation currently under consideration includes a number of provisions designed to produce long-term economic growth and job creation, we are extremely concerned that it does not do enough to immediately stimulate consumer spending or to preserve the tens of millions of jobs that consumer spending supports,” NRF Senior Vice President Steve Pfister said. “With consumer spending representing two-thirds of GDP, it is difficult if not impossible to foresee an improvement to overall economic growth until consumers regain confidence and resume spending.”

“Before concluding your deliberations on stimulus legislation, we urge you to include measures that would provide an immediate and substantial boost to consumer confidence and spending,” Pfister said. “We believe national sales tax holidays would be a powerful and cost-effective tool to achieve that goal. Long-term economic stimulus is critically important, but immediate economic stimulus is absolutely essential.”

“Retailers’ considerable experience with sales tax holidays has shown that they provide a substantial inducement for people to shop,” Pfister said. “The increased sales resulting from these holidays would provide a direct infusion of liquidity into the economy, benefitting consumers as well as cash-starved states, which have seen a precipitous decline in sales tax revenues. Furthermore, sales tax holidays would help preserve and create significant numbers of jobs throughout interrelated sectors of the economy including the retail, manufacturing and transportation industries.”

Pfister’s comments came in a letter to members of the Senate, which is currently debating amendments to the American Recovery and Reinvestment Act of 2009, the package of economic stimulus measures passed by the House last week.

NRF in December proposed that a series of national sales tax holidays be held during March, July and October 2009, each lasting 10 days including two weekends. Tax-free treatment would apply to all tangible goods subject to state sales tax except tobacco and alcohol, ranging from retail merchandise and restaurant meals to automobiles. The federal government would reimburse the 45 states that have sales taxes for the lost revenue, and would provide the five states without a sales tax (Alaska, Delaware, Montana, New Hampshire and Oregon) with comparable revenue based on population.

NRF estimates that the proposed tax holidays could save consumers nearly $20 billion, or almost $175 for the average family, based on the $236 billion in sales tax collected nationwide each year. Beyond consumers saving money on already-expected purchases, retailers have reported sales increases of 35-40 percent from state-level tax holidays that have become popular in recent years.

The NRF proposal comes as the retail industry is facing one of its most difficult years on record. NRF released its annual retail sales forecast last week, predicting that sales will drop 2.5 percent during the first half of 2009 and end the year down 0.5 percent from 2008’s already-low levels. That would be the first year-to-year drop since NRF began forecasting results in 1995. In addition, the retail industry lost 579,000 jobs in 2008 and is continuing to see job losses this year.

A group of corporate finance lawyers at Perkins Coie are releasing The Initial Public Offering Handbook, a comprehensive guide to preparing for an IPO. While the authors acknowledge that the timing of the book launch seems inopportune during the current IPO drought, they note that IPOs remain an important long-term strategy for many companies, and that the IPO market, when it rebounds, will favor the prepared.

“When we began developing the book nearly two years ago, it was an entirely different market,” said David McShea, an attorney and one of the authors of The IPO Handbook. “In many ways, however, we think the book is even more important in the current market environment. As distant as it may seem, the IPO market will rebound, and there will be pent-up demand and intense competition for IPOs when the markets are ready,” added McShea. “Historically we have seen that companies who prepare in advance can best take advantage of the IPO window when it opens.”

McShea, along with co-authors Chris Hall and Sonny Allison, are partners at the law firm Perkins Coie LLP and have worked on numerous IPOs and financings throughout their careers. The 120-page book, fully titled The Initial Public Offering Handbook: A Guide for Entrepreneurs, Executives, Directors and Private Investors, is published by Merrill Corporation. The book covers every stage of the IPO process from examining the benefits and costs of going public; to selection of the underwriters; onto the drafting and filing of the registration statement; and concluding with pricing, closing and trading of the company’s stock, as well as post-IPO compliance for a public company. Directors will value the special section on deciding whether to serve on a public company board, and private investors will want to read the chapter explaining special considerations for private equity and venture capital investors. More than two-dozen attorneys at Perkins Coie contributed to the book’s development.

Preparing for IPO as Part of Long-Term Strategy

“The tough market for IPOs of 2008 has continued into 2009″,” said McShea, who focuses his practice on the representation of start-up and high growth technology companies, venture capital firms and private investment firms. “And though the current market can affect the attractiveness of an IPO in the short term, it does not change the fact that many successful private companies continue to include the possibility of an IPO in their long-term thinking.”

“This is a challenging time, but if history has taught us anything it’s that markets are cyclical and the IPO market will rebound,” said co-author Chris Hall, a partner in Perkins Coie’s Portland office specializing in corporate finance, M&A and private equity matters. “There are entrepreneurs and companies out there growing based on the strength and innovation of their products and services. They need capital to grow and develop. Despite the current market cycle, there will continue to be a need and demand for access to the capital markets. Most experts seem to be pointing to a 2010 rebound in the IPO market. If that’s the case, now is the time to begin preparing and informing oneself about the IPO process.”

The New York Times Syndication Sales announced today the re-launch of nytsyn.com. The Web site now features an online syndication marketplace that allows users to purchase the latest news articles, features, images and multimedia from The New York Times and more than 100 of its content providers.

The revamped site showcases articles, images, graphics, videos, slide shows, podcasts and cartoons – Syndication Sales’s complete offerings – with new content being added daily. Users who register for the site can purchase individual products online or contact a representative to subscribe to contract services.

“We are very excited to announce the launch of nytsyn.com,” said Cristian Edwards, president of The New York Times News Services Division. “We are committed to offering the highest quality journalism and developing more effective platforms to reach our global client base. Our new e-commerce site allows us to better serve our clients by offering a more immediate and convenient solution to their content needs.”

The site also provides an online catalog of services available at Syndication Sales through The New York Times News Service, sample columns and a preview of the latest stories that New York Times journalists are covering each day. Current clients can also access news articles at the same time they move on the wire and retrieve subscriptions through the delivery section of the site.

The New York Times News Service and Syndication Sales provides more than 250 articles daily – with accompanying photos and graphics – from all sections of The New York Times, and offers features, commentary, images and multimedia from more than 70 other respected sources to 1,500 news organizations in 80 countries worldwide.