Original Story: wsj.com
Long-simmering hostility between Dow Chemical Co. and Daniel Loeb reached a boiling point over the weekend, with the shareholder activist calling for the removal of Chief Executive Andrew Liveris in the wake of the company’s agreement to merge with DuPont Co. A Boston M&A lawyer provides professional legal counsel and extensive experience in many aspects of mergers, acquisitions, and divestitures.
On Saturday, a day after Dow unveiled the tie-up, Mr. Loeb sent a private letter to the board raising questions about the deal’s timing. Mr. Loeb supports the merger, which would create an agriculture and chemical giant currently valued at more than $120 billion before breaking it up into three parts. Mr. Liveris is to be executive chairman of the combined company, while DuPont CEO Edward Breen is to maintain that title at the new group.
Mr. Loeb’s letter, reviewed by The Wall Street Journal, questions whether the deal was rushed to be completed before a so-called standstill agreement barring him from publicly speaking about Dow expired this weekend. A Detroit M&A lawyer represents clients ranging from major international corporations to small, closely-held companies.
According to people familiar with the matter, Mr. Loeb believes unanswered questions about leadership, the board and the breakup signal the deal was rushed. He believes a second deal Dow announced Friday to take complete control of joint-venture Dow Corning raises similar questions, the people said.
Dow hit back hard. Directors, including one appointed to the board at the behest of Mr. Loeb’s Third Point LLC, defended the deal and Mr. Liveris in a series of interviews. They called the suggestion on timing “ridiculous” and “difficult to imagine.”
“Personally I think it’s almost laughable to say that anyone tried to engineer this date to the expiration of the standstill,” said Raymond Milchovich, one of the two directors Mr. Loeb had nominated a year ago. “There was never any rushing on the part of management or the boards of either company to skip steps along the way.”
In a statement, the company said the board was unanimous, including Third Point’s directors, in supporting the deal, calling it “a win for all of our shareholders.” A Binghamton M&A attorney represents clients in joint ventures and business transactions.
Mr. Loeb’s feud stands in contrast with the involvement in the merger of another activist, Nelson Peltz’s Trian Fund Management LP.
Trian itself was at odds with DuPont before the two sides in recent weeks came together to help plan the deal. But the significant role the activists have played in the recent history of both companies is the latest sign of how consequential such investors have become.
Mr. Loeb’s Third Point first built a roughly 2% stake in Dow nearly two years ago, calling in January 2014 for a breakup of the company. Dow, which had just announced a restructuring and asset sales it considered significant, rejected his split proposal but added urgency to plans to sell commodity-based and chlorine-products businesses and buy back shares.
In November 2014, Mr. Loeb readied a proxy fight and launched a website that included an attack video on Mr. Liveris’s tenure.
The sides quickly settled the fight, with Mr. Loeb nominating Mr. Milchovich and Robert S. “Steve” Miller to the board and Dow putting up two of its own candidates.
Mr. Loeb was barred from publicly commenting on or attacking Dow for a year, but privately has kept pressure on the board and Mr. Liveris, according to people familiar with the matter. Mr. Loeb has focused in particular on Mr. Liveris’s personal spending, questioning if shareholders are funding it. The company has previously disclosed Mr. Liveris had to pay the company back more than $719,000 after what it described as a routine audit committee investigation. A Tulsa M&A lawyer assist clients with acquisitions and mergers.
Jeff Fettig, the lead independent director of the board, reiterated Dow’s earlier comments on the matter in an interview Sunday, saying any questions about Mr. Liveris have been answered. He and the other directors defended the company’s results and the DuPont deal.
“The board has been unanimous about the Dow’s leadership team including management making this transaction,” Mr. Fettig said. “Candidly, it would be difficult to imagine any other reason we would conclude this deal other than we got our work done.”
A third director, Ruth Shaw, said the board believed Mr. Liveris was “essential” to the execution of the merger with DuPont. “Quite frankly, I think the question is can we keep him?” she said. The directors said the deal was the best option for shareholders.
Mr. Loeb privately threatened earlier this month to start a new campaign once he was free to do so, the people familiar with the matter said. He called the company’s shareholder returns "woeful” and called for a search committee to be formed to identify a new chief executive, the people said.
The merger between DuPont and Dow and the subsequent breakup plan appeared to address several of his concerns, including a separation of Dow’s businesses.
Mr. Liveris hinted publicly Friday that he was nearing retirement and described the deal as a “culmination.”
In a response to Mr. Loeb Sunday, the Dow board moved a step further, saying Mr. Liveris has been clear that “he does not contemplate serving” as CEO of the new material-sciences business that will emerge from the breakup.
“He should not have any role in the post-merger entity,” Mr. Loeb wrote of Mr. Liveris. Giving him the executive chairman title “is a slap and an insult to Dow shareholders,” he wrote.
Monday, December 14, 2015
Friday, December 11, 2015
JPMORGAN WROTE CLIENT COMPLAINTS AGAINST WHISTLEBLOWER
Original Story: financialadvisoriq.com
According to one former JPMorgan broker, the wirehouse was so angry when he leaked that supervisors pressured him to favor proprietary mutual funds that it fabricated clients’ complaints against him and duped them into signing, the New York Times reports.
Carolyn Scott, one of the people who signed complaints against Johnny Burris in 2013, told the paper that she had signed some document on the vague promise of getting some money back, without ever understanding what the document was. She added that she’d had “no problems” with Burris. Another client, whose identity the Times did not reveal, could not have written the complaint because he was “essentially unable to read or write,” notes the paper. Memphis wrongful termination lawyer help clients pursue claims for wrongful termination and seek to recover back pay and compensatory damages.
The case goes back to 2012, when Burris, who earlier that year had been promoted into an “elite” private-client group, secretly recorded bank supervisors at his Arizona branch pressuring him to sell JPMorgan mutual funds over competitors’ offerings and shared it with the media and regulators, prompting an SEC investigation that contributed to the $100 million settlement the bank is making in relation to the marketing of its own products, people familiar with the negotiations tell the Times.
The client complaints appeared on his publicly available records in 2013 after Burris’s concerns were reported in the media. This made it difficult for Burris to find work and ruined his case alleging wrongful termination, the paper writes. Burris has an outstanding whistleblower case against JPMorgan with the Occupational Safety and Health Administration, says the paper. A spokeswoman for Finra says the organization is looking into the allegations about the client complaints. An Atlanta whistleblower lawyer represents clients in qui tam actions and protects them against retaliation for investigating and bringing these actions.
A JPMorgan spokeswoman said that one of Burris’s former coworkers, Laya Gavin, did assist clients in writing the letters “as a courtesy,” typing up what the clients told her and reading it back to the clients. But the clients said Gavin had not read back the complaints prior to having them sign and that the complaints “did not reflect their sentiments,” the Times writes. Meanwhile, Leona Weakland, one of the clients who had signed the complaints but has since come to Burris’s defense, along with her husband, actually took their money out of JPMorgan to have Burris manage it, the paper reports. A Maine whistleblower litigation attorney represent clients in civil litigation and federal litigation cases.
Other brokers went public with their complaints about the pressure to sell JPMorgan’s mutual funds in managed accounts around the same time as Burris, but he was fired within months, according to the Times. JPMorgan supervisors also alleged that Burris made trades for two clients but recorded the transactions as initiated by them. However, those clients have since come forward to support his version of events, the paper points out.
According to one former JPMorgan broker, the wirehouse was so angry when he leaked that supervisors pressured him to favor proprietary mutual funds that it fabricated clients’ complaints against him and duped them into signing, the New York Times reports.
Carolyn Scott, one of the people who signed complaints against Johnny Burris in 2013, told the paper that she had signed some document on the vague promise of getting some money back, without ever understanding what the document was. She added that she’d had “no problems” with Burris. Another client, whose identity the Times did not reveal, could not have written the complaint because he was “essentially unable to read or write,” notes the paper. Memphis wrongful termination lawyer help clients pursue claims for wrongful termination and seek to recover back pay and compensatory damages.
The case goes back to 2012, when Burris, who earlier that year had been promoted into an “elite” private-client group, secretly recorded bank supervisors at his Arizona branch pressuring him to sell JPMorgan mutual funds over competitors’ offerings and shared it with the media and regulators, prompting an SEC investigation that contributed to the $100 million settlement the bank is making in relation to the marketing of its own products, people familiar with the negotiations tell the Times.
The client complaints appeared on his publicly available records in 2013 after Burris’s concerns were reported in the media. This made it difficult for Burris to find work and ruined his case alleging wrongful termination, the paper writes. Burris has an outstanding whistleblower case against JPMorgan with the Occupational Safety and Health Administration, says the paper. A spokeswoman for Finra says the organization is looking into the allegations about the client complaints. An Atlanta whistleblower lawyer represents clients in qui tam actions and protects them against retaliation for investigating and bringing these actions.
A JPMorgan spokeswoman said that one of Burris’s former coworkers, Laya Gavin, did assist clients in writing the letters “as a courtesy,” typing up what the clients told her and reading it back to the clients. But the clients said Gavin had not read back the complaints prior to having them sign and that the complaints “did not reflect their sentiments,” the Times writes. Meanwhile, Leona Weakland, one of the clients who had signed the complaints but has since come to Burris’s defense, along with her husband, actually took their money out of JPMorgan to have Burris manage it, the paper reports. A Maine whistleblower litigation attorney represent clients in civil litigation and federal litigation cases.
Other brokers went public with their complaints about the pressure to sell JPMorgan’s mutual funds in managed accounts around the same time as Burris, but he was fired within months, according to the Times. JPMorgan supervisors also alleged that Burris made trades for two clients but recorded the transactions as initiated by them. However, those clients have since come forward to support his version of events, the paper points out.
Thursday, December 10, 2015
FEWER HOMES UNDERWATER AS REAL ESTATE PRICES REBOUND
Original Story: wtsp.com
Tampa, FL -- There's good news for homeowners who may have gotten caught in the real estate market crash. Prices -- according to the real estate site Zillow -- are rebounding, leaving fewer people underwater.
That means for the first time in years, the value of their homes has finally caught up with the amount they owe on their mortgages. That means more people may be willing to sell, and get the local real estate market rolling again. A South Tampa custom home can be altered to suit your personal lifestyle.
"Extremely excited. It took only four days to sell. So, now we can close on our other house," said Emily David, who just sold her home and is planning to buy a new home in just two weeks.
Between the price David paid for her house a few years ago and the cost of renovations, there was a period when she and her husband wondered if they'd break even on their South Tampa home.
"Probably in the first couple of years," she said, "But this year the market really turned so we're real excited about that."
For several years, millions of homes around the country were underwater. People who bought them at the peak of the market owed more than they were worth after the real estate crash. A Pinellas County custom home builder will help protect your families' investment by offering quality custom designs.
According to Zillow, 31% of homes were underwater at the low. But that's rebounded, according to the newest figures. Now – just 13.4%.
"Yeah, it's definitely better news. Obviously we're not out of the woods. We still have a lot of underwater homes, but it's moving in the right direction," said Tampa Bay Realtor Cristan Fadal.
Fadal says it's good news for the recovering real estate market. As prices have slowly increased, fewer homes have negative equity, enabling those who were stuck – to finally – sell. An East Lake custom home builder can assist you with home modifications.
"People are going to be able to move," said Fadal. "They're going to be able to start something new. Maybe buy a new home. The next generation is going to come in. Purchase a home. Maybe improve that home [while still] getting a good price."
"We're just excited because now we get to go into a new house that we get to build, so it's a fun process," said David.
Experts still warn buyers to be selective. While parts of the Bay area are rebounding, Zillow's interactive tool shows many zip codes here are still hurting, with the number of underwater homes still more than three times the national average in some areas.
One reason some communities may be slower to rebound, say experts, is because most of the homes in those subdivisions were built near the peak of the market, when prices were at their highest. When building a new home, don't forget about the leading provider of new garage doors.
It stands to reason, then, that it will take that much longer for those homes to sell, unless owners are willing to take a loss.
Tampa, FL -- There's good news for homeowners who may have gotten caught in the real estate market crash. Prices -- according to the real estate site Zillow -- are rebounding, leaving fewer people underwater.
That means for the first time in years, the value of their homes has finally caught up with the amount they owe on their mortgages. That means more people may be willing to sell, and get the local real estate market rolling again. A South Tampa custom home can be altered to suit your personal lifestyle.
"Extremely excited. It took only four days to sell. So, now we can close on our other house," said Emily David, who just sold her home and is planning to buy a new home in just two weeks.
Between the price David paid for her house a few years ago and the cost of renovations, there was a period when she and her husband wondered if they'd break even on their South Tampa home.
"Probably in the first couple of years," she said, "But this year the market really turned so we're real excited about that."
For several years, millions of homes around the country were underwater. People who bought them at the peak of the market owed more than they were worth after the real estate crash. A Pinellas County custom home builder will help protect your families' investment by offering quality custom designs.
According to Zillow, 31% of homes were underwater at the low. But that's rebounded, according to the newest figures. Now – just 13.4%.
"Yeah, it's definitely better news. Obviously we're not out of the woods. We still have a lot of underwater homes, but it's moving in the right direction," said Tampa Bay Realtor Cristan Fadal.
Fadal says it's good news for the recovering real estate market. As prices have slowly increased, fewer homes have negative equity, enabling those who were stuck – to finally – sell. An East Lake custom home builder can assist you with home modifications.
"People are going to be able to move," said Fadal. "They're going to be able to start something new. Maybe buy a new home. The next generation is going to come in. Purchase a home. Maybe improve that home [while still] getting a good price."
"We're just excited because now we get to go into a new house that we get to build, so it's a fun process," said David.
Experts still warn buyers to be selective. While parts of the Bay area are rebounding, Zillow's interactive tool shows many zip codes here are still hurting, with the number of underwater homes still more than three times the national average in some areas.
One reason some communities may be slower to rebound, say experts, is because most of the homes in those subdivisions were built near the peak of the market, when prices were at their highest. When building a new home, don't forget about the leading provider of new garage doors.
It stands to reason, then, that it will take that much longer for those homes to sell, unless owners are willing to take a loss.
WHAT HAPPENS TO YOUR BOND FUND WHEN INTEREST RATES RISE
Original Story: wsj.com
Many bond-fund investors are anxious about the effects on their holdings as the Federal Reserve boosts short-term interest rates, a process the central bank may start this month.
For good reason: When rates in the marketplace rise, the prices of older bonds with lower rates fall.
But over a period of years, bond-fund investors will do better in an environment of rising interest rates than in one in which rates stay at today’s unusually low levels. Bonds can still perform when interest rates rise.
That because as the bonds in funds’ portfolios mature, managers will reinvest in newer issues with higher interest rates, and investors will benefit from increased income. In addition, the interest payments from the bonds in the portfolio will be reinvested at higher rates.
“An initial rate increase could cause pain in the short term,” says Joshua Barrickman, head of fixed-income indexing, Americas, at Vanguard Group. “But over the long term, it will act to your benefit.”
At The Wall Street Journal’s request, Vanguard looked at the math for a hypothetical investor in intermediate-term bond funds. These are one of the most popular types of bond funds, generally investing in investment-grade bonds which mature within four to 10 years. For simplicity, the Malvern, Pa., fund company assumed the Fed raises short-term interest rates by 0.25 percentage point in January, and then makes a similar-sized increase every other quarter through July 2019, for a total climb of two percentage points spread over eight increases.
Under that scenario, a typical intermediate-term bond fund would lose a modest 0.15% next year but generate positive yearly returns thereafter, Vanguard found. The figures are total returns including price change and income.
Over the first several years, investors would earn less than if rates remained at current levels. But starting in the second quarter of 2023—more than three years after the end of the rate increases—investors in such a fund would be ahead of where they would have been had there been no rate increase, Vanguard found.
If rates were to climb more quickly, the funds could suffer steeper initial losses. But that’s unlikely as the Fed has repeatedly indicated that rate increases will be gradual. Bonds can provide for compounded growth opportunities when the income received from the bonds is reinvested.
“Intermediate-term bond-fund investors may feel a little sting, but it’s certainly not going to be a bleed-out,” says Marilyn Cohen, chief executive at Envision Capital Management Inc., a registered investment adviser that specializes in individual bonds.
She notes that the Fed has telegraphed a rate increase so well that few investors should be surprised. If investors were taken by surprise, they might be more likely to pull large sums out of bond funds, which could have the effect of exacerbating bond price declines.
Investors in bond funds are generally very long-term investors who hold the funds for their ability to absorb volatility and/or for the income they throw off, says Mr. Barrickman of Vanguard. Vanguard investors didn’t do any meaningful selling in prior periods of rising rates, the firm says, and no panicky selling is expected this time.
The Fed is well aware of the importance of setting investors’ expectations, says Jeff Tjornehoj, head of Americas research at Thomson Reuters Lipper. The central bank was clear about its intentions when it raised interest rates “pretty aggressively” from May 2004 through July 2006, and there were “fairly steady, if not heavy, inflows” into taxable bond funds, he says. But in 1994, when the Fed didn’t communicate it was interested in raising rates and did so quickly, investors pulled $33.3 billion overall from taxable bond funds, Mr. Tjornehoj says. A New York investment lawyer is reviewing the details of this story.
“That’s the period the Fed does not want to relive,” he says.
It’s impossible to know exactly how various types of bonds will perform when the Fed raises its target for short-term rates. One question is whether long-term rates follow short-term rates upward. While the Fed controls short-term rates, supply and demand in the market determine long-term rates.
Bonds of varying credit quality also may perform differently.
“To predict how these bond funds will react is really a difficult game to play,” says Sumit Desai, senior fixed-income analyst at Morningstar Inc. “It’s important for advisers and individual investors to at least understand that there’s a little bit of uncertainty within the space.”
“Whether investors believe the Fed is acting too quickly, too slowly, or perhaps not enough can make all the difference,” Eric Jacobson, a senior analyst at Morningstar, wrote recently. Other factors at play today include “a relatively weak global economic outlook and strong overseas demand for long-term Treasurys,” he said. “That makes it extra tricky to predict how funds will fare when the Fed chooses to act.”
Another factor to consider: Many bond-fund managers have bought shorter-term bonds and taken other steps to make their portfolios less sensitive to an interest-rate increase than they might have been otherwise, says Lee Partridge, chief investment officer at Salient, an asset manager based in Houston.
Investors should keep in mind that the Fed may not raise rates at all this year; it has surprised pundits before.
Many bond-fund investors are anxious about the effects on their holdings as the Federal Reserve boosts short-term interest rates, a process the central bank may start this month.
For good reason: When rates in the marketplace rise, the prices of older bonds with lower rates fall.
But over a period of years, bond-fund investors will do better in an environment of rising interest rates than in one in which rates stay at today’s unusually low levels. Bonds can still perform when interest rates rise.
That because as the bonds in funds’ portfolios mature, managers will reinvest in newer issues with higher interest rates, and investors will benefit from increased income. In addition, the interest payments from the bonds in the portfolio will be reinvested at higher rates.
“An initial rate increase could cause pain in the short term,” says Joshua Barrickman, head of fixed-income indexing, Americas, at Vanguard Group. “But over the long term, it will act to your benefit.”
At The Wall Street Journal’s request, Vanguard looked at the math for a hypothetical investor in intermediate-term bond funds. These are one of the most popular types of bond funds, generally investing in investment-grade bonds which mature within four to 10 years. For simplicity, the Malvern, Pa., fund company assumed the Fed raises short-term interest rates by 0.25 percentage point in January, and then makes a similar-sized increase every other quarter through July 2019, for a total climb of two percentage points spread over eight increases.
Under that scenario, a typical intermediate-term bond fund would lose a modest 0.15% next year but generate positive yearly returns thereafter, Vanguard found. The figures are total returns including price change and income.
Over the first several years, investors would earn less than if rates remained at current levels. But starting in the second quarter of 2023—more than three years after the end of the rate increases—investors in such a fund would be ahead of where they would have been had there been no rate increase, Vanguard found.
If rates were to climb more quickly, the funds could suffer steeper initial losses. But that’s unlikely as the Fed has repeatedly indicated that rate increases will be gradual. Bonds can provide for compounded growth opportunities when the income received from the bonds is reinvested.
“Intermediate-term bond-fund investors may feel a little sting, but it’s certainly not going to be a bleed-out,” says Marilyn Cohen, chief executive at Envision Capital Management Inc., a registered investment adviser that specializes in individual bonds.
She notes that the Fed has telegraphed a rate increase so well that few investors should be surprised. If investors were taken by surprise, they might be more likely to pull large sums out of bond funds, which could have the effect of exacerbating bond price declines.
Investors in bond funds are generally very long-term investors who hold the funds for their ability to absorb volatility and/or for the income they throw off, says Mr. Barrickman of Vanguard. Vanguard investors didn’t do any meaningful selling in prior periods of rising rates, the firm says, and no panicky selling is expected this time.
The Fed is well aware of the importance of setting investors’ expectations, says Jeff Tjornehoj, head of Americas research at Thomson Reuters Lipper. The central bank was clear about its intentions when it raised interest rates “pretty aggressively” from May 2004 through July 2006, and there were “fairly steady, if not heavy, inflows” into taxable bond funds, he says. But in 1994, when the Fed didn’t communicate it was interested in raising rates and did so quickly, investors pulled $33.3 billion overall from taxable bond funds, Mr. Tjornehoj says. A New York investment lawyer is reviewing the details of this story.
“That’s the period the Fed does not want to relive,” he says.
It’s impossible to know exactly how various types of bonds will perform when the Fed raises its target for short-term rates. One question is whether long-term rates follow short-term rates upward. While the Fed controls short-term rates, supply and demand in the market determine long-term rates.
Bonds of varying credit quality also may perform differently.
“To predict how these bond funds will react is really a difficult game to play,” says Sumit Desai, senior fixed-income analyst at Morningstar Inc. “It’s important for advisers and individual investors to at least understand that there’s a little bit of uncertainty within the space.”
“Whether investors believe the Fed is acting too quickly, too slowly, or perhaps not enough can make all the difference,” Eric Jacobson, a senior analyst at Morningstar, wrote recently. Other factors at play today include “a relatively weak global economic outlook and strong overseas demand for long-term Treasurys,” he said. “That makes it extra tricky to predict how funds will fare when the Fed chooses to act.”
Another factor to consider: Many bond-fund managers have bought shorter-term bonds and taken other steps to make their portfolios less sensitive to an interest-rate increase than they might have been otherwise, says Lee Partridge, chief investment officer at Salient, an asset manager based in Houston.
Investors should keep in mind that the Fed may not raise rates at all this year; it has surprised pundits before.
Monday, December 7, 2015
NEW HOMEOWNERS STUCK WITH THEIR TAMPA BUILDERS’S STUCCO BILL
Original Story: wfla.com
PASCO COUNTY, FL (WFLA) – Bright, beautiful stucco. It’s part what makes Wesley Chapel’s new Estancia community so appealing. But now, homeowners are stuck with liens from the subcontractor who made their paint so pretty. Custom homes in Tampa are built to specifically suit your needs.
“Our house is paid for in the form of a loan, they need to pay the trades that did the work,” said the new homeowner, Mark Pattison.
The stucco company, Tampa’s Construction Coating Group, Inc., accuses Standard Pacific Homes of sticking them with a $90,000 bill. Who gets to pay that bill? The homeowners.
Pattison is furious about the lien he received for $6,202.72. And he’s even angrier about how his builder handled his complaint.
“They treated it like it was a joke,” Pattison said. “They said the vice president or the general manager of Standard Pacific lives within our community and that he got a lien, and it’s no big deal.”
But homeowners, like Marcia Duerrmeier, think it’s a big deal. Custom homes in St. Petersburg provide education and careful planning prior to the start of construction.
“I picked it up at the post office, registered mail and I opened it there and I just started to laugh because it was the last straw dealing with these people.”
Making this even worse, homeowners are also dealing with what they call “shoddy” construction. They note problems with leaky showers, creaky floors and wobbly doors.
Standard Pacific sent 8 On Your Side this lengthy statement:
“Standard Pacific is aware that several homeowners in its Estancia community received lien notices from a former Standard Pacific subcontractor, Construction Coatings Group. Standard Pacific and Construction Coatings are involved in a dispute about the amount of money that Construction Coatings claims to be owed. Unfortunately, Construction Coatings chose to involve Standard Pacific homeowners in a dispute that should have been solely between Construction Coatings and Standard Pacific.
“Standard Pacific builds thousands of homes across the country and periodically encounters disputes with subcontractors regarding amounts owed for work performed. Standard Pacific is always successful in resolving these disputes and protecting its homeowners from any potential harm. As to the Construction Coatings’ lien notices, Standard Pacific has taken and will continue to take all actions necessary to ensure that the liens are removed from the title by recording lien releases or transferring the liens to bonds. Standard Pacific will do this at its own expense. Standard Pacific apologizes for any inconvenience caused by Construction Coatings’ actions and appreciates its homeowners’ patience as it works through this dispute. Custom homes in Hillsborough County save customers time and money by using in-house drafting to design homes.
“Standard Pacific takes great pride in the homes it builds. And Standard Pacific has an 89.3% customer approval rating in its Tampa division. As with any new home construction, there may be instances where Standard Pacific will need to visit a home after closing to address a homeowner’s service request. Standard Pacific encourages its Estancia homeowners to contact the Customer Care hotline at 813-534-5520 with any service requests they have or if they have any questions or concerns about their homes.”
8 On Your Side went to attorney C. Todd Marks for advice. He said this could be serious problems for homeowners.
“Let’s be clear, the subcontractor could move to foreclose on that lien and foreclose on those properties,” Marks said. “If the lien in just sitting out there, it could prevent the sale of those properties.”
Some are tempted to just pay the bill… but Marks advises against that, too…adding even that could cause legal issues. He advises to call to builder, send a demand letter and, if that doesn’t work, hire an attorney.
PASCO COUNTY, FL (WFLA) – Bright, beautiful stucco. It’s part what makes Wesley Chapel’s new Estancia community so appealing. But now, homeowners are stuck with liens from the subcontractor who made their paint so pretty. Custom homes in Tampa are built to specifically suit your needs.
“Our house is paid for in the form of a loan, they need to pay the trades that did the work,” said the new homeowner, Mark Pattison.
The stucco company, Tampa’s Construction Coating Group, Inc., accuses Standard Pacific Homes of sticking them with a $90,000 bill. Who gets to pay that bill? The homeowners.
Pattison is furious about the lien he received for $6,202.72. And he’s even angrier about how his builder handled his complaint.
“They treated it like it was a joke,” Pattison said. “They said the vice president or the general manager of Standard Pacific lives within our community and that he got a lien, and it’s no big deal.”
But homeowners, like Marcia Duerrmeier, think it’s a big deal. Custom homes in St. Petersburg provide education and careful planning prior to the start of construction.
“I picked it up at the post office, registered mail and I opened it there and I just started to laugh because it was the last straw dealing with these people.”
Making this even worse, homeowners are also dealing with what they call “shoddy” construction. They note problems with leaky showers, creaky floors and wobbly doors.
Standard Pacific sent 8 On Your Side this lengthy statement:
“Standard Pacific is aware that several homeowners in its Estancia community received lien notices from a former Standard Pacific subcontractor, Construction Coatings Group. Standard Pacific and Construction Coatings are involved in a dispute about the amount of money that Construction Coatings claims to be owed. Unfortunately, Construction Coatings chose to involve Standard Pacific homeowners in a dispute that should have been solely between Construction Coatings and Standard Pacific.
“Standard Pacific builds thousands of homes across the country and periodically encounters disputes with subcontractors regarding amounts owed for work performed. Standard Pacific is always successful in resolving these disputes and protecting its homeowners from any potential harm. As to the Construction Coatings’ lien notices, Standard Pacific has taken and will continue to take all actions necessary to ensure that the liens are removed from the title by recording lien releases or transferring the liens to bonds. Standard Pacific will do this at its own expense. Standard Pacific apologizes for any inconvenience caused by Construction Coatings’ actions and appreciates its homeowners’ patience as it works through this dispute. Custom homes in Hillsborough County save customers time and money by using in-house drafting to design homes.
“Standard Pacific takes great pride in the homes it builds. And Standard Pacific has an 89.3% customer approval rating in its Tampa division. As with any new home construction, there may be instances where Standard Pacific will need to visit a home after closing to address a homeowner’s service request. Standard Pacific encourages its Estancia homeowners to contact the Customer Care hotline at 813-534-5520 with any service requests they have or if they have any questions or concerns about their homes.”
8 On Your Side went to attorney C. Todd Marks for advice. He said this could be serious problems for homeowners.
“Let’s be clear, the subcontractor could move to foreclose on that lien and foreclose on those properties,” Marks said. “If the lien in just sitting out there, it could prevent the sale of those properties.”
Some are tempted to just pay the bill… but Marks advises against that, too…adding even that could cause legal issues. He advises to call to builder, send a demand letter and, if that doesn’t work, hire an attorney.
Wednesday, December 2, 2015
MENTAL COMPETENCE SUIT AGAINST REDSTONE RAISES QUESTIONS OVER FUTURE OF VIACOM AND CBS
Original Story: latimes.com
The lawsuit filed this week challenging the mental competence of media mogul Sumner Redstone has raised questions among legal and business experts over the future of the 92-year-old billionaire's empire and how his companies should respond. An Iowa probate lawyer is following this story closely.
Redstone controls CBS Corp. and Viacom Inc., which owns Paramount Pictures, MTV and other media properties. The companies have a combined market value of about $45 billion, but neither has publicly discussed details of Redstone's deteriorating health.
The suit filed in Los Angeles County Superior Court by Manuela Herzer claims Redstone was not mentally competent when he removed her from oversight of his healthcare last month.
Redstone's lawyers have called the legal action by Redstone's ex-girlfriend "preposterous," "meritless" and "riddled with lies" — but it could nonetheless force CBS and Viacom to address the issue of Redstone's competence, some legal experts say.
Companies are not required to disclose medical details about their executives, according to analysts. But they do have to divulge "material" information — in other words, anything that reasonable investors would need to make informed decisions when buying and selling stocks. An ESOP lawyer represents clients in business exit planning and employee stock ownership programs.
If the court finds that Redstone is in fact incapable of making decisions, that could open up the companies to potential lawsuits from shareholders claiming that key information was kept from them, lawyers said.
"It raises the question of who knew what when, and what should've been disclosed to shareholders at what point in time," said Los Angeles attorney Bryan Sullivan, a partner at Early Sullivan Wright Gizer & McRae who has handled fiduciary duty matters. "If one person in the power structure knew he was incompetent, then there is potential liability under SEC regulations for failure to disclose material facts."
A representative for Viacom did not respond to a request for comment, and CBS declined to comment.
The issue of executive health came to the forefront in 2009 when Apple Inc. co-founder Steve Jobs took a medical leave and disclosed a hormone imbalance. Jobs, who had undergone surgery in 2004 to remove a cancerous tumor in his pancreas, did not say whether his cancer had returned at the time but said that the issue was "more complex" and required a six-month leave.
In April 2009, Jobs underwent a liver transplant. That procedure triggered a discussion of whether Apple, long known for its secretive corporate culture, had run afoul of federal securities rules by not disclosing the severity of the executive's condition. Jobs returned to work at Apple in June 2009.
He took another leave from Apple in 2011 — citing health issues — and resigned from his post before he died that October from complications of pancreatic cancer. A Des Moines probate attorney is reviewing the details of this story.
Another recent high-profile case of an executive's declining health taking center stage was former Los Angeles Clippers owner Donald Sterling, who lost control of his enterprise after being declared mentally incapacitated.
In the aftermath of the release of an audio recording of Sterling disparaging blacks in April 2014, the 81-year-old executive's wife sought control of the National Basketball Assn. team.
In May 2014, two doctors found Sterling, who by then was banned for life from the NBA, mentally incapable of continuing on as a member of the family trust that owned the basketball franchise. Shelly Sterling then reached a deal to sell the Clippers to former Microsoft Corp. Chief Executive Steve Ballmer for $2 billion.
Donald Sterling has unsuccessfully fought the sale of the team in court.
Some corporate governance experts say companies have been more forthright about their executives' health problems since the Jobs ordeal. Still, it often makes more sense for companies to stay muted, said law professor Allan Horwich, who practices at the Chicago firm Schiff Hardin. Firms can expose themselves to greater risk if they make affirmative public statements about an executive's health.
"This issue becomes much more difficult for the company when they do say something and they leave out information about the health of an executive who might not be able to serve," said Horwich, who focuses on securities litigation and fiduciary duty matters. He also teaches at Northwestern University's Pritzker School of Law.
Steven Davidoff Solomon, a law professor at UC Berkeley, also said it's unclear what the companies would need to divulge to shareholders and when.
"Given the control he has over the company, one would like to think that the company would think this is material information that should be disclosed," Solomon said. "But it's hard to know how much the company knows and how much it doesn't know and what it's real duties are."
The future of Viacom and CBS has been the subject of much speculation on Wall Street in recent months. Viacom has suffered from falling ratings at its cable networks and a weak film slate from its Paramount Pictures movie studio. Shares of Viacom, which owns MTV, Nickelodeon and Comedy Central, have fallen 32% this year. In contrast, CBS' stock has decreased just 8%.
On Friday, Viacom shares slipped $1.19 to $51.16, while CBS fell 23 cents to $50.75. A Los Angeles finance lawyer is knowledgeable in asset sales, debt and equity finance claims, and financial restructuring matters.
Herzer's suit demands that Redstone receive a mental examination, including a brain scan, and submit to a videotaped deposition. If her suit succeeds, Herzer could return to prominence in Redstone's affairs. Her suit asked the court to determine that her authority as the healthcare agent be reinstated.
Herzer was the agent of Redstone's advance healthcare directive and says she made decisions about his medical care until she was expelled from Redstone's home last month. Viacom Chief Executive Philippe Dauman then took over as the agent of Redstone's healthcare directive. If a doctor determines that Redstone has become incapacitated, Dauman would make decisions on Redstone's behalf. Redstone's lawyers say the former girlfriend filed the suit to avoid being cut out of his will.
--------
For the Record
An earlier version of this article said Manuela Herzer made healthcare decisions on Sumner Redstone's behalf until she was expelled from his home. The article should have said Herzer says she made decisions about Redstone's medical care.
--------
Redstone and his family control 79% of the voting shares of the two companies. Redstone has not been involved in the day-to-day functions of Viacom or CBS for some time. CBS is run by CEO Leslie Moonves.
When Redstone dies, the Sumner M. Redstone National Amusements Trust will determine what happens to his controlling interest in the companies. The companies each have a two-tier stock structure, with most shareholders owning nonvoting shares.
Still, a fraught and protracted legal battle could harm the Redstone empire even if the court finds the allegations to be meritless, said David Becher, a professor of finance at Drexel University.
"Even if it is a frivolous suit and there's nothing going on, I think the distractibility is going to hurt the company," Becher said.
The lawsuit filed this week challenging the mental competence of media mogul Sumner Redstone has raised questions among legal and business experts over the future of the 92-year-old billionaire's empire and how his companies should respond. An Iowa probate lawyer is following this story closely.
Redstone controls CBS Corp. and Viacom Inc., which owns Paramount Pictures, MTV and other media properties. The companies have a combined market value of about $45 billion, but neither has publicly discussed details of Redstone's deteriorating health.
The suit filed in Los Angeles County Superior Court by Manuela Herzer claims Redstone was not mentally competent when he removed her from oversight of his healthcare last month.
Redstone's lawyers have called the legal action by Redstone's ex-girlfriend "preposterous," "meritless" and "riddled with lies" — but it could nonetheless force CBS and Viacom to address the issue of Redstone's competence, some legal experts say.
Companies are not required to disclose medical details about their executives, according to analysts. But they do have to divulge "material" information — in other words, anything that reasonable investors would need to make informed decisions when buying and selling stocks. An ESOP lawyer represents clients in business exit planning and employee stock ownership programs.
If the court finds that Redstone is in fact incapable of making decisions, that could open up the companies to potential lawsuits from shareholders claiming that key information was kept from them, lawyers said.
"It raises the question of who knew what when, and what should've been disclosed to shareholders at what point in time," said Los Angeles attorney Bryan Sullivan, a partner at Early Sullivan Wright Gizer & McRae who has handled fiduciary duty matters. "If one person in the power structure knew he was incompetent, then there is potential liability under SEC regulations for failure to disclose material facts."
A representative for Viacom did not respond to a request for comment, and CBS declined to comment.
The issue of executive health came to the forefront in 2009 when Apple Inc. co-founder Steve Jobs took a medical leave and disclosed a hormone imbalance. Jobs, who had undergone surgery in 2004 to remove a cancerous tumor in his pancreas, did not say whether his cancer had returned at the time but said that the issue was "more complex" and required a six-month leave.
In April 2009, Jobs underwent a liver transplant. That procedure triggered a discussion of whether Apple, long known for its secretive corporate culture, had run afoul of federal securities rules by not disclosing the severity of the executive's condition. Jobs returned to work at Apple in June 2009.
He took another leave from Apple in 2011 — citing health issues — and resigned from his post before he died that October from complications of pancreatic cancer. A Des Moines probate attorney is reviewing the details of this story.
Another recent high-profile case of an executive's declining health taking center stage was former Los Angeles Clippers owner Donald Sterling, who lost control of his enterprise after being declared mentally incapacitated.
In the aftermath of the release of an audio recording of Sterling disparaging blacks in April 2014, the 81-year-old executive's wife sought control of the National Basketball Assn. team.
In May 2014, two doctors found Sterling, who by then was banned for life from the NBA, mentally incapable of continuing on as a member of the family trust that owned the basketball franchise. Shelly Sterling then reached a deal to sell the Clippers to former Microsoft Corp. Chief Executive Steve Ballmer for $2 billion.
Donald Sterling has unsuccessfully fought the sale of the team in court.
Some corporate governance experts say companies have been more forthright about their executives' health problems since the Jobs ordeal. Still, it often makes more sense for companies to stay muted, said law professor Allan Horwich, who practices at the Chicago firm Schiff Hardin. Firms can expose themselves to greater risk if they make affirmative public statements about an executive's health.
"This issue becomes much more difficult for the company when they do say something and they leave out information about the health of an executive who might not be able to serve," said Horwich, who focuses on securities litigation and fiduciary duty matters. He also teaches at Northwestern University's Pritzker School of Law.
Steven Davidoff Solomon, a law professor at UC Berkeley, also said it's unclear what the companies would need to divulge to shareholders and when.
"Given the control he has over the company, one would like to think that the company would think this is material information that should be disclosed," Solomon said. "But it's hard to know how much the company knows and how much it doesn't know and what it's real duties are."
The future of Viacom and CBS has been the subject of much speculation on Wall Street in recent months. Viacom has suffered from falling ratings at its cable networks and a weak film slate from its Paramount Pictures movie studio. Shares of Viacom, which owns MTV, Nickelodeon and Comedy Central, have fallen 32% this year. In contrast, CBS' stock has decreased just 8%.
On Friday, Viacom shares slipped $1.19 to $51.16, while CBS fell 23 cents to $50.75. A Los Angeles finance lawyer is knowledgeable in asset sales, debt and equity finance claims, and financial restructuring matters.
Herzer's suit demands that Redstone receive a mental examination, including a brain scan, and submit to a videotaped deposition. If her suit succeeds, Herzer could return to prominence in Redstone's affairs. Her suit asked the court to determine that her authority as the healthcare agent be reinstated.
Herzer was the agent of Redstone's advance healthcare directive and says she made decisions about his medical care until she was expelled from Redstone's home last month. Viacom Chief Executive Philippe Dauman then took over as the agent of Redstone's healthcare directive. If a doctor determines that Redstone has become incapacitated, Dauman would make decisions on Redstone's behalf. Redstone's lawyers say the former girlfriend filed the suit to avoid being cut out of his will.
--------
For the Record
An earlier version of this article said Manuela Herzer made healthcare decisions on Sumner Redstone's behalf until she was expelled from his home. The article should have said Herzer says she made decisions about Redstone's medical care.
--------
Redstone and his family control 79% of the voting shares of the two companies. Redstone has not been involved in the day-to-day functions of Viacom or CBS for some time. CBS is run by CEO Leslie Moonves.
When Redstone dies, the Sumner M. Redstone National Amusements Trust will determine what happens to his controlling interest in the companies. The companies each have a two-tier stock structure, with most shareholders owning nonvoting shares.
Still, a fraught and protracted legal battle could harm the Redstone empire even if the court finds the allegations to be meritless, said David Becher, a professor of finance at Drexel University.
"Even if it is a frivolous suit and there's nothing going on, I think the distractibility is going to hurt the company," Becher said.
PFIZER, ALLERGAN COMBINING IN $160 BILLION DEAL
Original Story: detroitnews.com
Pfizer and Allergan are joining in the biggest buyout of the year, a $160 billion stock deal that will create the world’s largest drugmaker. A Boston M&A lawyer provides professional legal counsel and extensive experience in many aspects of mergers, acquisitions, and divestitures.
It’s also the largest so-called inversion, where an American corporation combines with a company headquartered in a country with a lower corporate tax rate, saving potentially millions each year in U.S. taxes.
Pfizer, which makes the cholesterol fighter Lipitor, will keep its global operational headquarters in New York. But the drugmaker will combine with Botox-maker Allergan as a company that will be called Pfizer Plc. That company would have its legal domicile and principal executive offices in Ireland.
The combination will essentially be Pfizer “but with a lower tax rate,” wrote Bernstein analyst Dr. Tim Anderson. He said he expects a tax rate of about 18 percent after the deal, which compares to Pfizer’s current rate of 25 percent. An Istanbul M&A lawyer offers full legal services on a wide range of corporate M&A transactions.
Several U.S. drugmakers have performed inversions through acquisitions in the past several years, in part to escape higher U.S. corporate tax rates. The list of companies includes Allergan, which still runs much of its operation out of New Jersey, and the generic drugmaker Mylan.
Last year, Pfizer unsuccessfully tried to buy British drugmaker AstraZeneca Plc in a roughly $118 billion deal that would have involved an inversion. Those talks eventually collapsed when the two sides couldn’t agree on a price.
U.S. efforts to limit inversions have so far proven ineffectual.
Last year, the U.S. Treasury Department initiated new regulations designed to curb the financial benefits of inversions. The rules bar certain techniques that companies use to lower their tax bills and tighten ownership requirements.
The issue has become political heading into the presidential election.
Billionaire investor Carl Icahn recently announced that he was setting up a $150 million super PAC bent on revising U.S. corporate tax law and ending the practice, ratcheting up political pressure even more. A Tokyo M&A lawyer has abundant experience in organizational restructures and M&A.
Aside from a lower tax bill, the Allergan acquisition would give Pfizer brand-name medicines for eye conditions, infections and heart disease. They would join Pfizer’s extensive portfolio of vaccines and drugs for cancer, pain, erectile dysfunction and other conditions.
The deal would enable Pfizer, the world’s second-biggest drugmaker by revenue, to surpass Switzerland’s Novartis AG and regain the industry’s top spot.
Pfizer has done three sizeable deals since 2000 to boost revenue, and the Allergan offer comes as generic competition to blockbuster drugs like Lipitor is expected to cut Pfizer’s sales by $28 billion from 2010 through next year.
Allergan shareholders will receive 11.3 shares of the combined company for each of their shares, while Pfizer stockholders will get one share of the combined company. The deal is valued at $363.63 per Allergan share.
The Allergan deal is expected to close in the second half of 2016. Pfizer stock owners will hold an approximately 56 percent stake in the combined company, while Allergan shareholders will own the remaining 44 percent.
Pfizer Inc. Chairman and CEO Ian Read will serve in the same roles with the combined company while Allergan Plc. leader Brent Saunders will become president and chief operating officer. All 11 of Pfizer’s directors will serve on the board of the combined business, along with four Allergan directors.
Pfizer and Allergan are joining in the biggest buyout of the year, a $160 billion stock deal that will create the world’s largest drugmaker. A Boston M&A lawyer provides professional legal counsel and extensive experience in many aspects of mergers, acquisitions, and divestitures.
It’s also the largest so-called inversion, where an American corporation combines with a company headquartered in a country with a lower corporate tax rate, saving potentially millions each year in U.S. taxes.
Pfizer, which makes the cholesterol fighter Lipitor, will keep its global operational headquarters in New York. But the drugmaker will combine with Botox-maker Allergan as a company that will be called Pfizer Plc. That company would have its legal domicile and principal executive offices in Ireland.
The combination will essentially be Pfizer “but with a lower tax rate,” wrote Bernstein analyst Dr. Tim Anderson. He said he expects a tax rate of about 18 percent after the deal, which compares to Pfizer’s current rate of 25 percent. An Istanbul M&A lawyer offers full legal services on a wide range of corporate M&A transactions.
Several U.S. drugmakers have performed inversions through acquisitions in the past several years, in part to escape higher U.S. corporate tax rates. The list of companies includes Allergan, which still runs much of its operation out of New Jersey, and the generic drugmaker Mylan.
Last year, Pfizer unsuccessfully tried to buy British drugmaker AstraZeneca Plc in a roughly $118 billion deal that would have involved an inversion. Those talks eventually collapsed when the two sides couldn’t agree on a price.
U.S. efforts to limit inversions have so far proven ineffectual.
Last year, the U.S. Treasury Department initiated new regulations designed to curb the financial benefits of inversions. The rules bar certain techniques that companies use to lower their tax bills and tighten ownership requirements.
The issue has become political heading into the presidential election.
Billionaire investor Carl Icahn recently announced that he was setting up a $150 million super PAC bent on revising U.S. corporate tax law and ending the practice, ratcheting up political pressure even more. A Tokyo M&A lawyer has abundant experience in organizational restructures and M&A.
Aside from a lower tax bill, the Allergan acquisition would give Pfizer brand-name medicines for eye conditions, infections and heart disease. They would join Pfizer’s extensive portfolio of vaccines and drugs for cancer, pain, erectile dysfunction and other conditions.
The deal would enable Pfizer, the world’s second-biggest drugmaker by revenue, to surpass Switzerland’s Novartis AG and regain the industry’s top spot.
Pfizer has done three sizeable deals since 2000 to boost revenue, and the Allergan offer comes as generic competition to blockbuster drugs like Lipitor is expected to cut Pfizer’s sales by $28 billion from 2010 through next year.
Allergan shareholders will receive 11.3 shares of the combined company for each of their shares, while Pfizer stockholders will get one share of the combined company. The deal is valued at $363.63 per Allergan share.
The Allergan deal is expected to close in the second half of 2016. Pfizer stock owners will hold an approximately 56 percent stake in the combined company, while Allergan shareholders will own the remaining 44 percent.
Pfizer Inc. Chairman and CEO Ian Read will serve in the same roles with the combined company while Allergan Plc. leader Brent Saunders will become president and chief operating officer. All 11 of Pfizer’s directors will serve on the board of the combined business, along with four Allergan directors.
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