Contractors employees exposure to heat exhaustion and stroke

by Clark Fresher

IBTX Risk Services

Mr. Fresher graduated from The University of Connecticut with a degree in Finance. He subsequently earned his Masters in Business Administration from The University of Texas at San Antonio. Clark began his insurance/ risk management career as a surety bond underwriter in the Southwest Regional Bond Department (Dallas) of Continental Insurance. After a brief stint with Continental in Birmingham, Alabama, Clark returned to Texas with the Fidelity & Deposit Company, a joint venture between Swiss Re and Zurich Insurance. He has over 25 years in the Agency Business as an owner/principal and as a managing account executive. Mr. Fresher is currently handling insurance and surety bond accounts for IBTX Risk Services. IBTX provides business solutions, including risk management services, safety, bonding, loss control and all areas of insurance and wealth management for medium to large commercial construction contractors. IBTX is one of the largest independent agencies in Texas and operates Statewide [www.ib-tx.com]. Professional and educational designations include: Chartered Property & Casualty Underwriter (CPCU); Associate in Fidelity & Surety Bonding (AFSB); Certified Insurance Counselor (CIC); and by the end of 2010, Certified Risk Manager (CRM). Clark is married with two daughters and resides in Fair Oaks Ranch, Texas.

Working in Hot Weather

Topics: Featured, Articles, Risk Management

SAS 70 is now SSAE 16—what you need to know

by Amanda Finch

Journyx

Amanda Finch is a software industry veteran and a leading expert in alliance strategy. Ms. Finch is the Director of Strategic Alliances at Journyx, the first company to provide Web-based time-tracking, project accounting and resource management solutions that guide customers to per-person, per-project profitability. Ms. Finch is also CEO of ADV Group, a consulting firm that helps software companies manage alliance portfolios to deliver real competitive advantage. Ms. Finch has worked with larger companies such as IBM, NEC, and Vignette, as well as a broad range of startups. As a Certified Project Manager, she has authored numerous articles on project and program management for online and print publications. She has also contributed to law journals and other publications on the topic of regulatory compliance for software-service providers and consumers.

Just when you thought you had SAS 70 audits all figured out, along comes the new SSAE 16 assessment standard. If your company must undergo SAS 70 audits, then you will need to understand the new standard that replaces the SAS 70 standard. The SSAE 16 standard superseded the SAS 70 standard on June 15, 2011. Any auditor’s report produced after that date must conform to the new standard.

Topics: Featured, Legal, Risk Management, Accounting & Finance

Estate planning for business owners

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

What will happen to your business when you die or become incapacitated? If you haven’t taken the time to put together a succession and estate plan, your business might lose momentum and become unprofitable while the leadership and ownership of your company gets worked out in probate. Even worse, your estate may have to sell the business or its assets in order to pay estate taxes.

Topics: Featured, Business Best Practices, Legal, Strategic Planning, Articles, Risk Management

A 30,000 foot view of risk mitigation

by Ed Lette

Business Bank of Texas

Ed Lette is a Founder of Business Bank of Texas. Serving as a licensed CPA since 1983, Ed’s extensive experience in the banking industry has led him to become the founding president of four national bank charters including Business Bank of Texas, N.A., and the chief financial officer of five national banks during his 45 year career. Ed serves as director of the Texas Bankers Association District 4, chairman of the Executive Advisory Council to the School of Business at Texas Lutheran University, and is a life member of the Texas Association of Business.

As a banker for over 45 years, I think I understand risk. In the case of my industry, I face many different kinds of risk on a daily basis. I am the founder and CEO of an Austin based bank that does business throughout Texas.

Topics: Featured, Blog Posts, The Corner Office, Risk Management

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Why you should register your out-of-state company doing business in Texas

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

Taking shortcuts with your business and legal strategies can get you in trouble. If you are an out-of-state company doing business in Texas, you are a “foreign corporation” that must register with the State of Texas and acquire a certificate of authority under the Texas Business Corporation Act. While some companies may consider shortcutting this requirement, failure to register your foreign corporation will have costly consequences.

Topics: Business Best Practices, Legal, Risk Management

Additional Insured Status: Why and How?

by Clark Fresher

IBTX Risk Services

Mr. Fresher graduated from The University of Connecticut with a degree in Finance. He subsequently earned his Masters in Business Administration from The University of Texas at San Antonio. Clark began his insurance/ risk management career as a surety bond underwriter in the Southwest Regional Bond Department (Dallas) of Continental Insurance. After a brief stint with Continental in Birmingham, Alabama, Clark returned to Texas with the Fidelity & Deposit Company, a joint venture between Swiss Re and Zurich Insurance. He has over 25 years in the Agency Business as an owner/principal and as a managing account executive. Mr. Fresher is currently handling insurance and surety bond accounts for IBTX Risk Services. IBTX provides business solutions, including risk management services, safety, bonding, loss control and all areas of insurance and wealth management for medium to large commercial construction contractors. IBTX is one of the largest independent agencies in Texas and operates Statewide [www.ib-tx.com]. Professional and educational designations include: Chartered Property & Casualty Underwriter (CPCU); Associate in Fidelity & Surety Bonding (AFSB); Certified Insurance Counselor (CIC); and by the end of 2010, Certified Risk Manager (CRM). Clark is married with two daughters and resides in Fair Oaks Ranch, Texas.

Any commercial GC or subcontractor of decent size has come across requests for, or has requested, additional insured status from another party. I am frequently surprised by the number of contractors who do not fully understand the implications and mechanics of this activity.

First, “Why”? Why does one entity ask to be named as an additional insured (AI) on the general liability policy of another? The short and concise answer is “To fund a hold harmless agreement entered into by the two parties”. For example, when a subcontractor agrees to defend, indemnify and hold harmless a GC there must be a means to pay for that defense if a claim should arise. Hold harmless agreements have been contained within the body of construction contracts for quite some time now but contracting parties are still unaware that this agreement generally needs to be insured. If not, the indemnifying party will fund the defense and indemnity out of company assets.

Now the tricky part of “How”. How do we set this up and what problems will we encounter? There are dozens of AI endorsements currently in use but we will limit this discussion to those most common to the construction industry. Those endorsements generally provide AI status on a blanket basis and “As required by contract”. It is critically important for the contractor to understand that simply getting a certificate of insurance showing them as an AI does not, in itself, confer any such status. If a contract does not require that you, the GC/owner, be named as an AI, the endorsement will not apply. This is a continuing problem especially when subcontractors enter into subcontracts with lower tiered subs. Frequently the sub will use “purchase orders” and request a certificate naming them as an AI. Since there is no contract, then by definition, AI status cannot be requested “by contract”. We help our clients solve this problem by the implementation of a “Master Subcontract”.

Finally, one last word of caution. The single most neglected area, even among insurance professionals who should know better, is the failure to secure completed operations coverage on the AI endorsement. When the subcontractor agrees to defend and indemnify the GC, that duty may not end just because the job has. Providing the subcontractor AI coverage limited to “ongoing operations”, (ie. Work in progress only) should be a last resort and only used when completed operation coverage is not available. For more information on this, feel free to contact me (210-602-2297).

Topics: Articles, Risk Management

Impress your lender with sales key performance indicators

by Jos de Laat

DL Associates

Jos de Laat has throughout his career used the knowledge gained from his Master’s in Business Economics and his Master’s in Information Systems and Technology to help companies define and streamline business processes and automate them using state of the art technologies. With his extensive experience in finance, operations, sales, service and consulting he enjoys working with entrepreneurs and executive to focus on core business issues and in a collaborative approach design creative solutions that result in significant improvements in both top and bottom line. After many years in executive position in large, small and startup organizations Mr. de Laat has started his own consulting company, DL Associates. In this role he now provides business consultancy services with a focus on business process design and automation but when clients requests helps with other business related challenges like business planning, budgeting, system selection or interim management. In previous positions Mr. de Laat had the pleasure of working in over 40 different countries and as such he is also a great resource for organizations that are operating or want to operate outside of the US.

A good relationship with your lender is very important in order to get and maintain the funding levels you require. During my years as CFO and COO the lenders I dealt with always relied on historical financial data. Quarterly P&L, inventory listing, accounts receivable listing, etc. were submitted on specific intervals and once a year a face to face meeting to discuss how the business was doing and what the expectations for the next year were. Amongst other things we would talk about the budget for the next year but I always wondered how confident they felt about us achieving the sales targets in that budget.

Topics: Sales, Technology, Blog Posts, Risk Management

Avoiding litigation with “defensive due diligence” for tech company acquisitions

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

The old adage “time is money” is nowhere more true than in the tech industry, where it’s often more advantageous to buyout another company for its technology instead of investing time and money in an in-house development project. Due diligence is generally a process oriented around discovering information about a target company and its technology, but it’s also a delicate process that must be structured defensively to protect a prospective buyer from future litigation.

A prospective buyer takes on great risk in the due diligence process. The process provides the buyer with a wealth of knowledge about the target company’s trade secrets and other confidential information. Where the buyer decides against acquisition, the target company might sue for willful misappropriation if it believes that the prospective buyer later infringed upon intellectual property revealed in the due diligence process.

To guard against future lawsuits and to fortify available defenses, prospective buyers should design and implement multiple mechanisms of “defensive due diligence.” The first step in this process is to define the essential goals of the acquisition, specifically identifying the scope of the technology that the buyer wishes to obtain and the purpose that technology will serve for the buyer. Providing this limited focus for your due diligence team will prevent inadvertent discovery of extraneous confidential information that might later become the subject of a lawsuit.

The second step is for the prospective buyer to identify and document all of its own prior or current efforts to develop technology similar to the other company’s targeted technology. Thorough documentation of the buyer’s concurrent technology development will provide the front line of defense in a lawsuit alleging that the prospective buyer misappropriated the target company’s intellectual property.

A third and critical step is to plan the methods of holding, transferring, and communicating the acquired information among and between due diligence team members. This is imperative to protect the information from leaking outside of the due diligence team. Also, if the prospective buyer decides against acquisition, all confidential information must be destroyed – a daunting (and sometimes impossible) task if the document management and communication systems are not strictly structured and implemented.

As with any endeavor, a business seeking to obtain technology through merger or acquisition must “look before it leaps” to safeguard against future legal woes. While a large part of the due diligence process involves an “offensive” strategy of discovering a target company’s weak points, it’s also important to have a good “defensive” game, too. A comprehensive defensive due diligence strategy that includes the three steps outlined above can prevent many future lawsuits from emerging and can provide the elements of a strong defense when litigation rears its ugly head.

Topics: Technology, Business Best Practices, Legal, Strategic Planning, Articles, Risk Management

5 ways to prevent excessive costs in your construction project

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

Large construction projects come loaded with latent risks that could lead to project failure or excessive cost due to the interdependent relationships of material suppliers, sub-contractors, general contractors, architects, and engineers. Some of these risks may be mitigated through no-cost contract and process controls, while other risk management methods will inevitably add expense to your project. The best strategy to protect your project against failure or runaway costs will likely include a combination of techniques, including some of the methods described below.

Topics: Featured, Business Best Practices, Legal, Articles, Risk Management

State of Texas small business survey

by Jan Triplett

Business Success Center

Jan Triplett, Ph.D. is the CEO of the Business Success Center (BSC), a City of Austin certified green business, that provides sales and financial growth strategies, planning, and implementation. She is also a professor in Business and Professional Skills for the online MBA program at Mary Baldwin University. Triplett is a national and international speaker, author of A Networker’s Guide to Success and co-author of Thinking Big, Staying Small and Easy to be Green. She published The Networker ” magazine for over ten years and moderated KUT radio’s nationally syndicated program, “The Next 200 Years”. She was co-creator of the award-winning “City Management Academy” and the “Owners MBA” and co-founded the Entrepreneurs’ Association Hatchery incubator and accelerator. She is a small business activist. She served as a White House Conference on Small Business and Congressional Summit delegate, served on the Mayor’s Task Force on International Infrastructure, initiated the Northcross IBIZ District and recommended portions of Austin’s Big Box Ordinance. She was a founder of the Women’s Chamber of Commerce of Texas and the Greater Austin International Coalition. The SBA honored her as Texas’ Small Business Advocate. She has also earned her CBTAC and Director credentials. Her company received a Small Business Administration (SBA) five-star national award and the Austin Business Journal named it a top 20 management consulting firm.

No ivory tower wanted here. Instead let's tell them like it is!

Topics: Featured, Legal, Blog Posts, Strategic Planning, Risk Management

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