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It was a simple and time-honoured football shortcoming that Jose Mourinho spoke about after his team finished empty-handed for the first time in the league this season.
An Everton goal nodded in from close-range by Steve Naismith with only seconds to go before half-time was the Blues undoing at Goodison Park, and although the Chelsea manager reflected on mistakes by players he pointed out were senior ones in the build-up to that goal, he took responsibility for those errors and pointed to play at the other end as more responsible for the defeat…
'We didn't score goals,' Mourinho lamented.
'We had chances and chances and people with experience in football know this happens week after week in football stadiums. If you don't score, what you create means nothing, and if you don't create but you score a goal you can win three points. It is a simple story. Artistic football without goals is not good.
'I don't think it is a question of sharpness, but perhaps no killer instinct in this game,' he analysed.
'For example the first cross from Ramires to Eto'o, open goal, and he just needed to head it right. When Schurrle was in front of [Tim] Howard and he passes the ball back to Eto'o, it was a slow pass and Eto'o had to wait, giving time for [Gareth] Barry to come back. But if it is a fast ball, Eto'o scores an open goal.
'There was the one Schurrle shot over the bar when he needed to pass the ball into the net, not shoot. Ramires in front of the keeper was not a difficult one. In the second half, an Ivanovic cross and Eto'o at the first post, he has scored 100 of these goals in his career.
'We train movement and attacking organisation, we train finishing in situations we think we are going to have. The players are good so soon we will score goals according to the production of the football we have.'
On some of the individual performances including debutant Samuel Eto'o…
'I think the players do have a killer instinct and Samuel was a killer all his career,' Mourinho said. 'The situations where he was involved in the game makes me happy, it looked to be a good understanding with the team.
'Hazard is playing very well and the kid is having a very good evolution, showing maturity. Juan Mata was the same level as the team was.
'The first half was quite easy to play in midfield as there was lots of space, Everton did not press a lot and it was easy to play between the lines and to get the ball and turn. When it is quite an easy game to score goals, you have to score.
'I took Mata off, I tried Oscar - the same position but a different player as Mata is more a passer, Oscar more individual creation, and maybe he should have had a penalty.'
On David Luiz who ended the game as part of a defence reduced in numbers when Fernando Torres was brought on for Ashley Cole…
'He played very well. What happened in the last minutes with a yellow card when maybe it could be a red is the kind of situation that occurs playing the way we were playing. We are not afraid to lose 2-0 to try to get a different result, but David was solid, very dominant and was building from the back.
'We couldn't transform what we did and one day we will win when we don't deserve to win.'
- A clip of Jose Mourinho talking to Chelsea TV after the game can be viewed above with the full interview available via the channel's online access.


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Contagion the DVD is an engrossing, totally arresting movie! Not for children, the reality and ugliness and fear of a major pandemic is terrifyingly portrayed. This movie covers issues which I follow and read about closely--public health, epidemics, quarantine. I found no major factual or thematic faults in the movie, other than that the film shows Epidemic Intelligence Service staff being sent out alone, when they are often sent in teams, according to my reading. That is an obvious understandable change, since the cast of this movie is still huge. Not to mention all-star. Yes, Gwyneth Paltrow dies in the movie. That isn't a spoiler, since it happens at the beginning, and you get flashbacks in the form of video surveillance footage throughout the movie, clear to the end.
The contagion is a hypothetical flu pandemic which is extremely possible, even probable--just read some of the current literature. It has a high mortality, more so than the World War I flu, and continues to mutate during the movie's time frame. The world panic, the CDC's efforts at tracking and isolating the virus, the crazy alternative health treatments that show up, it all sounds and is achingly familiar. Bloggers and leakers all take their place in the reality show which is Contagion. Check out this new release movie from a branch today!!!~ Tessa 5 out of 5 stars
It kinda takes the excitement out airplane travel, though, doesn't it?
Perish the thought! Makes life seem more dangerous and unpredictable, but whether we personally fly or not, the whole world (of viruses and germs) is coming to us. Wherever we are. As it always has, actually. A little faster and we know it a little earlier, that 's all, really. Have I convinced you yet?

subset: commoncrawl


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*** Warning Noob question ***
Hey Guys,
I'm brand new to your scene.. So i apologize in advance for the noob question.
I just got a brand new 3G 16GB iphone from Rogers ( a canadian cell provider). It's fresh out of the box, i'm charging it right now but i do not want to activate until I can better understand how to get the most of my phone.
At this point i can't even tell what firmware it is or if my provider locked the phone. Its has not been activated.
i also DO NOT plan on using the data services from my provider as they rape us up here in Canada... wifi only for me
I'm trying to maximize the use of my iphone for the most phun as possible:
- using it as my main phone obviously
- use any sim when i travel.
- jailbreak
- Run home brew applications non apple approved apps etc
- get shell access
- install additional bsd programs as needed.
- Media player for divx etc
So guys, where do I start? Do i activate the phone via itunes first than run the jailbreak or PwnageTool app then yellowsnow? Whats the best sequence of hacks? How can i tell what the current software version and firmware its running?
I have both windows and Mac boxes if that helps.


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More than 10 years ago, Madam Loh Lee Hiang called her family from Thailand to say she was in trouble. They tried to help, but lost contact with her.
She is not alone. Every year, some Singaporeans go missing overseas.
The Crime Library has already received two such cases this year.
Madam Loh's family members say she wouldn't have broken contact intentionally.
But others who have gone missing don't want to be found, it seems. They might be hoping to start a new life overseas.
In any case, it is harder, and more expensive to investigate a disappearance that took place overseas, a private investigator told TNP.


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Explore the vibrant streets of Agra, uncover bustling Delhi and beautiful Jaipur, enjoy a sunset cruise on the River Ganges, travel by jeep safari in Chitwan National Park, experience Nepal's mountain views
Use promo code: G14PLUSAIR100+see offer terms and conditions
That's right. Book your airfare when you book your G Adventures trip and we'll slice $100 off the price for you. Simply enter promo code G14PLUSAIR100 when prompted and we'll do the rest.
Offer valid for new bookings only with international air travel originating in North America added to a land booking. Not valid with any other discount, offer or promotion. Subject to availability. Must book by June 1, 2014, for travel by February 1, 2015. Subject to airline regulations and restrictions.
If you're looking to experience the diversity of India and Nepal, this 15-day trip contrasts the colourful culture of India with the pristine serenity of Nepal's Himalayan mountains. From the ghats that line the banks of the Ganges in Varanasi to an elephant safari in Chitwan National Park, our expert CEOs will take you through a region of unsurpassed natural beauty and spirituality before revealing to you the rugged Himalayan landscape of Nepal's magical capital, Kathmandu.
G Adventures' Classic trips provide meaningful small-group travel experiences to curious travellers eager to interact with the world as it truly is.Learn more
Arrive at any time. In the evening visit the India Gate and Connaught Place.
Travel to the 'Pink City'. Visit the Palace of the Winds and Amber Fort. Opt to watch a Bollywood film.
Visit the Agra Fort and Taj Mahal by cycle-rickshaw.
Enjoy the peaceful rural charm of Orchha and visit the Orchha Palace Complex. Opt for a cooking class and lunch with a local family.
Arrive to the holy city of Varanasi. Take an orientation walk along ghats and visit the old city. Enjoy ganges boat trips at sunrise and sunset.
Cross into Nepal and visit the Buddha's birthplace, Lumbini.
Travel to this UNESCO World Heritage site and explore the park by jeep safari.
Set eyes on the beautiful scenery, including the Annapurna Range, in Pokhara. Take a Sarangkot sunrise excursion.
Drive to Kathmandu. Visit to Swayambhunath, the Monkey Temple, en route.
Optional Everest scenic flight. Depart at any time.
Find dates, prices, and more trip options.Book Now


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Hayward DuraNiche Light Housing for Gunite / Concrete SP0600U
- Item#:
- Our Price:
- $53.99 Save: $19.00 (26%)
List Price: $72.99
The Hayward DuraNiche SP0600U Swimming Pool Light Niche is made from injection-molded PVC for superior performance, non-corrosive durability and plumbing versatility and have the lowest installed cost. The SP0600U is for Concrete and Gunite pools and works with the Hayward ColorLogic, AstroLite and AstroLite II pool lights.
The socket conduit connection is designed for quick and simple gluing to PVC pipe and provides a clean, reliable seal. The niche comes complete with a 45 degree 1 inch outlet which can be adjusted for a top or rear conduit connection using the 45 degree U.L. approved sweep elbow. The 1 inch outlet can be quickly converted to 3/4 inch using the U.L. approved reducing adapter which is also included.
- Injection molded PVC fixture housing for corrosion free performance.
- Socket conduit connection designed for quick and simple gluing to PVC pipe.
- Socket conduit provides a clean, reliable seal.
- Comes complete with U.L. approved sweep elbow fitting, coupling and reducer,
- Meets the highest standards and provides the most convenient installation.
- 45 degree 1" outlet, can be adjusted for top or rear conduit connection with 45 degree sweep elbow (included)
- 1" outlet can be quickly converted to 3/4" with a U.L. approved reducing adapter (included).
- Easily accessible connections for grounding/bonding.
- Internally-threaded connection for pressure testing of conduit line.
- UL Listed for fresh water and complies with N.E.C. (2002).
- 1 Year Manufacturer Warranty
- 3/4" set-back plaster flange with tie-off holes to secure to re-bar and assure positioning during guniting
- Unique 90 degree ledge at the flange bottom prevents "slumping" during plastering
- Cover plate, included with each niche, protects the niche and mounting threads during guniting
100% Satisfaction Guarantee
We expect our customers to be 100% satisfied with the products we sell and the service we provide. If at any time in the next 30 days you are NOT 100% satisfied with your purchase, you may send your purchase back for a refund or store credit for the price paid for the merchandise (minus what you paid for shipping), or you may exchange it for another item in our store.


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Feathered Hat
Member Contribution
A nearsighted man once lost his hat in the wind. He gave it a chase, but every time he was about to catch it, it was whisked away from under his hand. A woman screamed from a nearby farmhouse: "What are you doing there?"
He explained that he was trying to catch his hat. "Your hat!" the woman exclaimed. "There it is over the stone wall. That's our black hen that you have been chasing!"
Just For Fun GROUPS:
|Mills & Boon Readers
|Authors Fan Club
|PG Wodehouse Fans
Just For Fun DISCUSSIONS:


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With our quaint streets lined with golden and crimson trees, our bustling farmers markets selling freshly pressed apple cider and our nearby farmlands with corn mazes and pumpkin patches, it's irrefutable: Denver is spectacular in autumn.
While you're staying at The Brown Palace Hotel and Spa, make the most of this season with these fun things to do in Denver—we've got everything from Denver nightlife hotspots to must-see Denver attractions.
Plan a day in the great outdoors with a trip to Pumpkin Fest at Denver Botanical Garden at Chatfield, which takes place October 12-14. Here, you can bring the entire family to pick pumpkins, explore the eight-acre corn maze or take a tractor ride through the working farm. Looking to stay in the city? Spend a morning browsing one of our farmers' markets, where you can fill your bag with Colorado-made goods, such as freshly pressed apple cider, artisan pastries and specialty honey.
What about Denver activities that are strictly for adults? Well, if you love beer, you've come to the right place. From the Great American Beer Festival to the Denver Beer Fest, October is all about the suds. We're also home to a number of microbreweries, such as Wynkoop Brewing Company and Great Divide Beer Co., which offer free tours and a lineup of unique craft beers on tap.
After dark, you'll see a whole new side of the city. Stroll down Larimer Square, an enclave of award-winning restaurants, chic lounges and cozy wine bars, all enveloped by an overhead canopy of twinkling, white lights. Whether you opt for a speakeasy-style cocktail at Green Russell, an avant-garde libation at TAG or unique champagne at Corridor 44, it's hard to go wrong on this block. Besides, wherever the night takes you, you'll always have a plush retreat to come home to at The Brown Palace.


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RX-0 - Gundam Unicorn (Gundam Unicorn)
RX-0 - Gundam Unicorn (Gundam Unicorn)
Pilot (Banagher Links)
Show Produced as a part of the E.F.S.F's reorganization plan, the "U.C. Project", the Unicorn Gundam is a revolutionary design and to be the main symbol for the "U.C. project" - to destroy the trace and symbolisms of Zeonism, and thus not only does it features a Gundam design, but also incorporate an anti-Newtype system. Featuring the most advanced mobile suit technology of the time, the mobile suit's performance is unmatched.
Incorporating test data obtained from the experimental MSN-06S Sinanju, the entire frame is lined with psyco-frame receptors, drastically increasing the responsiveness of the unit and allowing it to be piloted like an extension of the pilot's body. In some cases, this responsiveness is so high that it appears the suit acts of its own accord without the pilot making any conscious actions. It utilizes a special "La+ Program" OS and a system known as the "NT-D (Newtype-Destroyer)", which activates the suit's psyco-frame and dramatically increases the suits performance.
In its normal mode, the Unicorn's head is similar in appearance to those of Londo Bell's mass-produced mobile suits, with the addition of a single, horn-like antenna extending from the forehead (hence the name "Unicorn"). In terms of its armaments in normal mode, the Unicorn is very lightly armed, with half of its built-in weaponry only being available in Destroy Mode.
Destroy Mode is the form the Unicorn Gundam takes when its NT-D System is activated. The transformation is marked by an expansion of the suit's frame. The armor seams separate and lock down into various hard-points, while the newly exposed psyco-frame emits a deep red glow (attributed to a psyco-frame luminescence phenomenon). In this mode, the mobile suit becomes taller and its head transforms to one having standard Gundam features, the visor and face guard transforming to reveal the mouth plate and the antenna splitting into a V-fin. In order to prevent its transformation being interrupted, its I-Field strength will be increased, at least temporary. Additionally a pair of beam Vulcan guns will be revealed on the shoulders, and two additional beam sabers will extend out of the backpack.
In this form, the suit's psyco-frame scans the pilot's thoughts and directly transmits them to the suit's drive system; in other words, the Unicorn can ultimately be controlled by the pilot's thoughts alone. The machine's performance - its mobility in particular - is dramatically increased when the NT-D is active partially due to the exposure and activation of six additional thrusters. In addition to the performance boost, the NT-D also allows the Unicorn to take control of an enemy's psycommu weapons. However, the stress placed on the mind by manipulating an object more than tenfold the size of an average human is extraordinary.
Even with the aid of the psyco-frame the pilot's mind can only endure roughly five minutes of operation before a safeguard is believed to activate, deactivating the psyco-frame and returning the mobile suit to its normal form. Furthermore, the system activates not according to the pilot's discretion, but automatically upon the detection of another Newtype. The system also directs the movement of the suit when active, and does not completely depend on the pilot for commands. By default, the system will automatically attempt to destroy any Newtype enemies it detects, but requires the pilot to give it a conscience so it does not merely become a killing machine.
60mm Vulcan Gun
Housed within the head. Hobby Japan lists it as a beam vulcan gun, though standard live rounds can also be used.
Beam Gatling Gun
A manipulator-operated, Gatling-style beam weapon capable of high-rate firing. This fully automatic weapon was equipped by the Sleeves to the Unicorn when the machine escaped from Palau. Though initially incompatible when given enough time the Unicorn's OS can adapt to and recognize the beam Gatling gun. Though fully automatic the beam Gatling gun's individual shots are not as powerful as a beam rifle as they are seen to only chip away at the armor of an AMX-009 Dreissen mobile suit. The beam Gatling gun was destroyed by the funnels of the NZ-666 Kshatriya.
Beam Magnum
A highly customized beam rifle designed with an energy condenser, and is able to match the output of large mega-particle cannons. Normally, it functions like an ordinary beam rifle but utilizes a special E-cap magazine mechanism to produce mega-particle cannon yields at the expense of an entire E-cap battery. The Unicorn is outfitted with 10 spare customized E-Pacs on the back of its skirt.
Beam Saber
The Unicorn is equipped with a total of four beams sabers. Each forearm stores a beam saber and can also be used while attached externally to the arms, a mechanism inherited from the Sinanju. In Destroy Mode, two additional beam sabers deploy from the backpack in a design reminiscent of the RX-78 Gundam. Also, while in Destroy Mode, the Unicorn is capable of generating giant beam sabers, capable of effortlessly slicing a large piece of debris clean in half.
Hyper Bazooka
Standard-issue equipment to all Earth Federation Mobile Suits. However, its length varies between Unicorn Gundam's two modes. Fed with 6-round magazines. The rounds operate differently than a normal bazooka, as they explode before making contact and release small beams on par with vulcans.
A four-petal shaped shield that houses an I-field barrier generator; the feature is operational in both Unicorn mode and Destroy mode.
System Features
La+ Program
A unique Operating System that slowly reveals the path to unlock Laplace's Box once certain requirements are met. The program appears to be closely tied to both the NT-D and the Unicorn's pilot. Upon reaching Laplace at midnight Greenwich Mean Time, the program will broadcast the Universal Century inauguration speech and Federation Universal Century Charter made at Laplace in UC 0001. Ultimately, according to Daguza Mackle, the true purpose of the program might actually be to serve as a guidepost to test the pilot's heart as the program itself leads the pilot to the Box.
Newtype-Destroyer (NT-D) System
Weapon Device Driver
When the Unicorn aquires a new weapon, such as the Beam Gatling Gun, the weapon needs to be converted before the Unicorn can actually use it in battle. This gives Unicorn an advantage by allowing it to use any weapon it can obtain, on the battlefield, without the need to return to the mothership for configuring.
In the manga, the Unicorn Gundam debuted with a unknown pilot at the controls, doing a test run for the Vist Foundation. The Unicorn was up against a group of ARX-014 Silver Bullet. Three of the Silver Bullets grabbed the Unicorn Gundam with their incoms and started electrocuting the pilot. Suddenly, the Destroy Mode activated and took out three of the Silver Bullets. The Unicorn charged towards the fourth when Destroy Mode shut off. The test ended with the pilot being killed due to the G-forces exerted on his body.
Show he ancient Golem "Dirfinge" designed for only an un-sorcerer's use as a Heavy Knight for The Kingdom of Krisna. The Delphin is piloted only by Rygart Arrow.
The Dirfinge designed only for un-sorcerer's use as a Heavy Knight. The Ddirfinge has a limited operation time, about 10 hours 30 minutes. Its quartz has a strong ligament, has excellent jumping ability, and acceleration.
plihan yg sulit, sama2 lakon
Dirfinge lah
IDWS Anime Awards: Winter 2014 - Fase 2: Public Voting (20 - 27 April 2014)
Dirfinge juga
Away for playing Project Diva F 2
RX-0 Gundam Unicorn
Come Here and Let Me AXE U a Question!!
yang ada NT-D system
unicorn .
Now Playing : Random PC Online Games, (AK, FF XIV, GW2)
sama-sama bertanduk
pilih yg beamnya IMBA
rx-0 unicorn
Forum Rules


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London Convention Centre
300 York Street
London, ON
At the DIG (Digital Interactive & Gaming) Conference we bring together game and web development industry leaders and top contributors to share, collaborate and network.
Our program includes workshops, solo presentations, panel discussions and keynote presentations by industry pioneers and mavericks. DIG delegates are invited to a complimentary welcome reception.
Can't attend DIG, but want to connect with the industry? You can attend our community closing keynote and reception.


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angie in VA
VERY FAST SHIPPING! LOOKS GOOD. FITS GREAT!Read All Reviews
jake in Nebraska
Bought this for a new 350xcf-w, fits but have to loosen the pipe to install. Then the pipe actually touches the extended reservoir when the pipe is tightened back into place, no way to get the cap on or off whith this installed. Fits fine on my 300 xcw two stroke.Read All Reviews
Robert in WA
A little wider than stock and looks a lot better.Read All Reviews
angie in VA
great factory look!Read All Reviews
Erin in WA
I have an 8yr old using this clutch lever and it adjusts great for smaller hands. The bike has been dropped on the levers a number of times and does the job great, now just need to get the break lever to match!! Very pleased with product.Read All Reviews
Sam in FL
Easy to install, fits well and looks great.Read All Reviews


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Recipes for both the new and experienced cook, punctuated with wine and drink ideas
You can also serve these with melted butter and grated cheese »
The Italian classic reimagined with gin, Aperol and sweet vermouth »
Serve this warm with custard or ice cream, or cold with a dollop of whipped cream »
Salty, crispy capers are the perfect foil for zesty, lemony sea-bass »
Wonderfully sweet, nutty and citrusy take on this classic pastry »
A fun but elegant brownie recipe served with ice cream and Kahlua »
A gluten-free starter or canapé that's guaranteed to impress »
This quinoa salad recipe is equally good with goats' cheese »
A portable dessert for a stylish summer picnic made with the Italian aperitif »
A fruity twist on a French classic makes the perfect breakfast treat »
Dip the prosciutto-wrapped breadsticks in the runny yolks »
This aromatic beef stew with fresh garnish is a Vietnamese staple »
A glamorous gin cocktail garnished with fresh mint and rose »
A beautifully colourful and flavoursome red wine and radicchio risotto »
The delicate addition of lemongrass will have you dreaming of summer »
Treated like asparagus, broccoli can be turned into a delicious starter »
Little, delicate Japanese parcels that make great party food »
A wonderfully old fashioned dessert that's so simple to make »
A dish made famous by the Union Square Café in New York »
A simple dinner party dish that can easily be prepared ahead »
A very good reason for you to add Peruvian pisco to your drinks cabinet »
An indulgent French dish of baked eggs with smoked ham and chicory »
A soft, creamy posset with a contrasting crunchy honeycomb »
A cake inspired by the tartes aux noix of south-west France »
An irresistible vegetarian rice dish that's perfect for a dinner party »
Slow-cooked pork so meltingly tender that you can pull it apart with a fork »
All you need is gin, tonic and honey to make this simple, sophisticated cocktail »
This New York-inspired dish gets the Italian-American treatment »
Versatile and delicious preserved aubergines for bruschetta or pizza »
A very American fruit combo used in a French classic recipe »
Brining is a popular American way to add flavour and brilliant for seasoning meat »
Meaty duck served with hearty red cabbage and sweetened with figs »
Squid spiced up with a homemade chilli oil and sweet tomatoes »
Banish all thoughts of school blancmange with this sophisticated version »
For a simple, extravagant pleasure choose these tasty veal chops »
Sweet onions and salty anchovies are a winning combination »
An amalgam of wintery thoughts from Spain and Portugal »
A rich but light chocolate cake with a fudgy centre »
This punchy starter is like Caesar salad in overdrive »
Gentle curry spicing is a classic combination with cauliflower »
A hearty braised meat dish full of the flavours of Piedmont, Italy »
A miniature version of the traditional Italian meat stew »
A traditional hazelnut cake from the Piedmont region of Italy »
For extra flavour drizzle this creamy soup with truffle oil »
A simple but gloriously autumnal dish that's great for game season »
From soft baby tones to deepest inky navy, our favourite ways to decorate with blue »
The bedroom design of your dreams? It might just be right here... »
From walk-in wardrobes to space savers, the best ideas for clothes storage »
Take a peek at the most stylish glass structures and chic conservatories »
Living with littles? Fun ideas for kids' bedrooms that don't scrimp on style »
Make your hallway a stylish room of its own with these design ideas »
See the best design ideas for the smallest room in the house »
Get inspired with our collection of over 300 stylish living room images »
A sunny piece of Greece in west London with an authentic yet modern menu »
Browse hundreds of inspirational design ideas and images for your kitchen »
Need a (gentle) detox? These comforting recipes are just the thing »
Haven't found something you were looking for? Try searching...


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Birgit Schreyer Duarte
Second season: Assistant director of King Lear. Stratford: Assistant director, Mary Stuart (2013). Elsewhere: Most recently: Director/translator, Purgatory in Ingleton (Toronto SummerWorks Festival). Upcoming: Assistant director/dramaturge, To a Flame (Swedish/Finnish/Canadian co-production). Director, Little Pea's Revolution (United Solo, New York); translator, The Test (Company Theatre), Life of Galileo (Small Wooden Shoe); director/translator, Kaspar & the Sea of Houses (SummerWorks); assistant director, The Cosmonaut's Last Message, intern director, Fernando Krapp Wrote Me This Letter (Canadian Stage). Training: Theatre Ontario Professional Training Program Directing (mentor Josette Bushell-Mingo); University of Toronto (PhD, drama); Munich University (MA, dramaturgy). Awards: SummerWorks Festival Prize for Outstanding Production; nomination, Helen and Kurt Wolff Translator's Prize; Government of Canada Research Award. Online: www.birgitschreyerduarte.com. Et cetera: Literary associate, Shaw Festival. Currently: Artistic and dramaturgical consultant, Canadian Stage. Originally from Munich, Germany.


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Main Content
You're well aware that a hat is not just something you throw on to block out the sun. A hat can often define a person. So rather than wearing those thrifty hats with some local business embroidery, you have to make sure your headgear has style. The El Stone adjustable hat from Volcom is that stylish cap. Featuring a Volcom Stone logo embroidered on the crown, a brand name across the back and contrast-colored accents, this hat will make sure everyone knows you got good taste.
- 80% Acrylic/20% Wool
- Volcom snapback adjustable hat
- Volcom embroidery
- Adjustable plastic snap strap
- Structured fit
- Six panels with four eyelets
- Flat bill
- Contrast color accents
- One size fits most
- Imported
Volcom Customers also liked:
Special event items are produced by manufacturers only after the outcome of a game or event. These are advanced sale items and will ship immediately after they are received in our warehouse.
Manufacturer direct items are shipped directly from the manufacturer. These items are not available for international or expedited shipping.
Customized items can be personalized with options such as your name, your favorite number, and/or designs. Some options may be limited by league rules.


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I'm planning to involve readers more in ranking sites for some of my year-end "The Best…" lists, and so thought I would investigate various web applications that allow you to create online polls and surveys. I wasn't able to find exactly what I was looking for that would work for my purposes but, at the same time, I was able to identify a number of sites that would work great for most teacher or student surveys/polls.
I have students create polls/surveys that they generally do face-to-face, but I expect that they will be making ones that could be used in our international Sister Classes Project — and those would have to be done online. In addition, our mainstream ninth grade English classes might be creating some online polls, too.
The criteria I used in to determine if a site would make this list included that it was:
* accessible to English Language Learners and/or people who are not very computer savvy.
* free-of-charge.
* difficult, if not impossible, to access polls that other users of the site might have made (to minimize the chance of finding inappropriate content for the classroom).
* able to be embedded in a blog or website.
* pretty flexible on restrictions about the number of polls created or the number of people responding to them.
Some, though not all, of the sites that made this list also allow people responding to the poll to provide multiple answers to one question, which was a key criteria in the kind of survey tool I was originally looking to use for engaging readers in helping rank sites in some of my "The Best…" lists. However, none of those had one other key element I needed — the ability to restrict voters from the same IP address. It looks like I'm going to have to pay in order to get that ability, which is not one that the vast majority of teachers or students will need in online polls/surveys they create. However, I wouldn't be surprised if some site-owners would try to vote multiple times in my reader polls if given a chance, so I would like to make doing that at least a little more difficult.
I'd be interested in hearing people's suggestions about which "for pay" service would be the best for that purpose.
But, for now, here are my picks for The Best Sites For Creating Online Polls & Surveys:
Number six is Micro Poll. You can ask multiple questions, and people taking the poll can provide multiple answers. You do have to register, but it's easy to do so.
Number five is Poll Junkie. Its features seem very similar to Micro Poll. The key difference, and the reason why I'm ranking it ahead of Micro Poll, is that it doesn't require registration in order to create a poll.
I'm ranking Snappoll as number four. It only allows you ask one question, and doesn't allow multiple answers. However, I'm ranking it this high because it's the only site that allows you to block multiple answers from the same IP address — for free. You can also create a poll without registering.
Zoho Polls is number three. It allows multiple questions and answers. I particularly like its feature of being able to have people taking a poll "rate" answers with one star, two stars, etc. It does require registration.
(The sites I originally ranked at number two and one went out of business)
(Editor's Note: I'm adding one more online poll/survey application to this list — PollDaddy. Not only is it easy, and has a lot of features the other sites on my list have, it also is one of the few that has a security feature to prevent multiple voting.)
Yarp is a new web tool that very,very easily lets you create a simple online invitation or survey. I'm particularly interested in the survey aspect, and I'm adding it to this list. It has a lot of benefits: no registration is required; you can quickly type a question in and choosed various responses (a or b; true or false, yes or no); and those who respond can also write their own comments. This is a stand-out application for English Language Learners who want to use a simple survey for an in-class project or, even better, with sister classes in other places. It provides wonderful and accessible opportunities for reading and writing.
Ask 500 People is a new poll/survey application that, it seems to me, has some potential. After you sign-up, it's extremely easy to set-up a one question poll. Other tools on this list are actually just as easy. However, "Ask 500 People" is easy and offers a wide variety of ways to set-up your poll — far more than some of the ones on that list. You can use pictures and have different kinds of responses (A or B, different ranges of agree/disagree, etc.). You can also embed your poll, and comments can be left on it. Comments aren't moderated, but I didn't see anything inappropriate, and I also didn't see any inappropriate poll questions on the site either. Of course, I also only spent a few minutes looking around. It has a number of other bells and whistles that are worth considering.
Doodle is another addition. Registration isn't required, and it's extremely easy to create a poll that can be embedded in a blog or website or be accessed via its url address. Participants can leave comments, too. It appears to have been set-up primarily to organize group events, but it can be used as a poll for just about anything. The Make Use of blog has an extensive explanation of how it works, though it's pretty darn simple.
ProProfs, the exceptional multi-tool site that is already on The Best Ways To Create Online Tests and The Best Tools To Make Online Flashcards lists, now may be the number one tool on this list. I don't know how long they've had their poll-making feature, but I just discovered it. It has just about everything I'm looking for in a tool to create polls — very accessible, you can easily add images or videos, you can include links, they're embeddable, there are no limits in the number of responses, you can restrict voting and….it's free.
Flisti is a new and extremely easy application that lets you create a very simple poll. No registration is required, and you can post the link to the poll on a teacher/student website/blog, or embed it there.
Obsurvey is a very flexible and easy web application for making online polls/surveys.
The Answer Garden is an intriguing combination of a survey tool and a word cloud generator. Without requiring any registration, it lets you pose a question to which people can write their own short answers. The answers appear as a word cloud below the question, with the words changing in size based on how often they are used in responses. Responders have the option of writing in their own answer or clicking on one of the words already in the word cloud. The entire "garden" can be embedded in a blog or website, and you can also link to it. The fact that anybody can answer anything to the question without identifying themselves makes it problematic — to say the least — in many school settings. But in certain mature situations, it could be very useful.
SurveyMapper is a tool to create simple surveys. It's unique twist, though, is that it also shows you a map (of U.S. states or countries in the world) of where the people who answered the question live. Just because it gets "points" for being creative in a crowded field, I'm adding it to this list.
I'm not very impressed with the features that are available for free from Survey Monkey, but that's the service I use when I have a poll on this site. I need to pay a few bucks, but it makes things easy if you are doing a larger poll.
QuizSnack is a simple tool that is also worth a look.
Pollmo looks like a very easy way to create online polls. You can read a more extensive description of the site over at Free Technology For Teachers.
Swayable lets you create a simple survey that can include two photos (you can either upload them or grab them from the Web) and a question.
Kwik Surveys is a new online survey tool.
Hall is a new site that lets you do several things — all apparently without requiring registration — including creating a simple poll.
Kwiqpoll lets you easily create a poll — and no registration is required. You're give the poll's url address, but it's not embeddable. It has no frills, but it's easy as pie.
Zoho has unveiled a nice new survey tool called…Zoho Survey. The free version includes unlimited surveys and up to 15 questions and 150 responses per survey. You can read more about it at TechCrunch. Here's a video about it:
You can find links to these sites, as well as to many others that didn't make this list, on my website under Student Surveys.
As always, feedback is welcome.
If you found this post useful, you might want to consider subscribing to this blog for free.


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Radamel Falcao
- Full Name: Radamel Falcao
- Squad No: 9
- Position: Forward
- Age: 28
- Birth Date: Feb 10, 1986
- Birth Place: Santa Marta, Colombia
- Height: 5' 10'' (1.78m)
- Weight: 78 kg
Last Game
Monts d'Or Azergues Foot 0 - 3 AS Monaco
French Coupe de France
January 22, 2014
2013/14 French Ligue 1
After a blistering 2010-11 season, which saw his remarkable tally of 17 goals in 14 Europa League games break Jurgen Klinsmann's European scoring record (15) and fire Porto to glory in the competition, Falcao has established himself as one of the most fearsome and coveted strikers in world football.
Moving from his native Colombia to River Plate as a 14-year-old, Falcao was relentless in his desire to become a professional footballer and his battling spirit - coupled with netting two goals on his debut - quickly won over the Argentinean fans, who nicknamed him El Tigre - The Tiger.
A serious knee injury in 2006 threatened to hamper his development but after a tough 12 months, he returned to form and was River's top scorer as they sealed the 2008 Clausura title. The talented Colombian's performances had not gone unnoticed, however, and Porto snapped him up in 2009 to replace outgoing star Lisandro Lopez.
His impact was immediate, as he fast became one of Portuguese football's most prolific strikers, netting 34 goals in all competitions and claiming the winner as Porto won the domestic Cup. Falcao's form continued to improve over the next few years and he alerted some of the continent's biggest clubs - although a fee of €60 million was quoted for his services.
Strengths: He can use both feet and is imperious in the air despite only being 5' 10''; he also boasts pace, technique and an unerring coolness in front of goal that has seen comparisons drawn with the Brazilian Ronaldo.
Weaknesses: Has been known to suffer crises of confidence and former Porto boss Andre Villa-Boas described him as a "frustrated" figure when he suffered a barren run at the start of 2010-11. Has struggled to transfer club scoring form onto the international stage.
Career high: His winning goal in the Europa League final secured Porto's third major trophy of the season and cemented his record of scoring the most European goals in a single season.
Career low: A serious knee injury in 2006 kept him out of action and came just as he had appeared to have established himself as a regular for River Plate.
Style: Agile, strong, powerful, a natural finisher.
Quotes: "I'd like to play with him. Falcao is a great player and is at a very high level. He has won everything in a season in which he scored many goals. He is, today, the great reference of Colombian football." Lionel Messi, June 2011.
Trivia: He is named after former Brazil midfielder Falcao, who starred for the Selecao at the 1982 World Cup campaign - when Tele Santana's side became arguably the best ever not to win the tournament.


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Tagged: planets
Single and Happy Tarot Spread
Whether you just broke up with someone or have been single for a while, this spread is guaranteed to make you the Sun of your own solar system. It is entirely possible to be happy and fulfilled as a single woman. In fact, I do believe the odds for happiness weigh in favour of us single ladies ;)
I created the Tarot spread below to help you remember that you are the brightest star in your own Universe as well as the source of your own light and happiness. You don't need a man to shine, baby!


text:
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Language Resources
Learning Hindi in London
- SOAS: http://www.soas.ac.uk/languagecentre/languages/hindi/
- KCL: https://www.kcl.ac.uk/schools/humanities/depts/mlc/evening/timetable/language/Hindi
- Mary Ward Centre (These courses seem to be offered at a greater range of levels than SOAS)
- City Lit: http://www.citylit.ac.uk/courses/Languages/Hindi
- South Thames College: http://www.south-thames.ac.uk/CO456-12f-12/Hindi
- Bharatiya Vidya Bhavan: http://www.bhavan.net/11languages.html (Teaches to GCSE and A-Level, but quality unknown).
Learning Hindi in India:
- Landour Language School (Mussorie) http://landourlanguageschool.com/ [Diplo-types, missionaries, atheists, researchers...]
- Jaipur Hindi School: http://jaipurhindi.com/index.html [American summer school centre]
Hindi Resources Online:
- A Door into Hindi: http://taj.chass.ncsu.edu/
- Washington.edu: http://courses.washington.edu/hindi31x/resources.html
- NYU Virtual Hindi: http://www.nyu.edu/gsas/dept/mideast/hindi/index.html
- BBC Hindi service (texts, video, audio): http://www.bbc.co.uk/hindi/
Plus many broadcasters, newspapers and magazines are online in Hindi too:
- Aaj Tak: http://aajtak.intoday.in/
- Tehelka Hindi: http://www.tehelkahindi.com/
- Jansatta: http://www.jansatta.com/
- Webdunia: http://www.webdunia.com/
- For vocab learning? http://www.memrise.com/welcome/
Hindi Resources in London
- Foyles: http://www.foyles.co.uk/Public/Shop/Search.aspx?fFacetId=1014&searchBy=1&term=hindi&quick=true
- Star Book: http://www.starbooksuk.com/index.php?
Mary Ward Centre
I will be conducting fieldwork in the sub-discipline of Material Culture in India from June 2012 - May 2013 and need to improve my command of Hindi in order to communicate and conduct interviews in various parts of Northern India. The type of language course I required was a high level one and was not available at the other universities. The teacher whom I located at the Mary Ward Centre (and whom I would highly recommend) is Mrs. Kamlesh Arora. She has over 24 years of teaching experience and has tailored the course to my anthropological interests and my specific strengths and weaknesses.
Translation, Dictionaries and Resources
- Tamilcube: http://www.tamilcube.com/res/tamilpad.html
- http://www.dictionary.tamilcube.com/
- University of Chicago Digital Dictionaries of South Asia University of Madras Tamil Lexicon Search Engine: http://dsal.uchicago.edu/dictionaries//tamil-lex/
Online Language Learning
- Government of Tamil Nadu Department of School Education School Textbooks in Tamil Available in .pdf Format: http://www.textbooksonline.tn.nic.in/
- University of Pennsylvania Language Learning Center's Web Assisted Learning and Teaching of Tamil (WALTT): http://plc.sas.upenn.edu/tamil
- Tamil Virtual Academy (TVA): http://www.tamilvu.org/
TVA offers a combination online and by post certificate course in Tamil language administered by university teachers but lesson plans are available for non-students. University-level degree programs in Tamilology are also offered and taught online with Tamilnadu-based examinations. University degrees are awarded by Tamil University, Thanjavur.
Jill Reese
Tamil Preservation and Advocacy Organizations
- Central Institute of Classical Tamil, Chennai: http://www.cict.in/
- World Classical Tamil Conference: http://ulakathamizhchemmozhi.org/
- Association of Tamil Computing: http://www.kanithamizh.in/
- International Forum for Information Technology in Tamil (IFITT)
India-Based Tamil Language Learning Institutions
- Tamil University, Thanjavur: http://www.tamiluniversity.ac.in/
- American Institute of Indian Studies: http://aiislanguageprograms.org/
- Institute for Asian Studies, Chennai (IAS): http://xlweb.com/heritage/asian/
I highly recommend the IAS for its quality in language teaching and affordability compared to UK and US-based Tamil language programs. Dr. John Samuel, the Director of IAS, designs a language learning program for each student with multiple intensive one-on-one classes each day with himself and at least two other instructors. The IAS staff is knowledgeable, patient and generous with their time, and the IAS library has a sizeable collection of Tamil-language books, rare print publications and ancient palmleaf manuscripts.
Jill Reese
US-Based Tamil Language Learning Institutions
- South Asia Summer Language Institute at the University of Wisconsin-Madison: http://sasli.wisc.edu/languages/tamil.html
- American Institute of Indian Studies: http://aiislanguageprograms.org/
- University of Pennsylvania: http://plc.sas.upenn.edu/tamil
- University of California, Berkeley: http://southasia.berkeley.edu/tamil
- Syracuse University: http://lang.syr.edu/
- Columbia University South Asia Institute: http://www.sai.columbia.edu/language_courses.html
Yunus Emre Turkish Cultural Centre London
- Yunus Emre Turkish Cultural Centre
Address 10 Maple Street London, W1T 5HA
Email: email@example.com
Tel: 020 7387 3036
They offer free courses of Turkish language and it is located very close from UCL, next to Warren Street Station.
Request page update
UCL Anthropology, 14 Taviton Street, London, WC1H 0BW Tel: +44 (0)20 7679 8633


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Missing red panda found in DC
|associated Press
WASHINGTON — A Twitter photo and phone tip from a resident helped animal keepers track down a red panda in a Washington neighborhood Monday after it went missing from the National Zoo.
The male named Rusty was captured in a tree near a home in the Adams Morgan neighborhood Monday afternoon, said National Zoo spokeswoman Pamela Baker-Masson.
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How to manage the fiduciary obligations of your retirement plan
Many retirement plan sponsors don't realize the significance of breaching their fiduciary responsibilities.
"Being a plan sponsor should not be taken lightly, and being a fiduciary especially should not be taken lightly. There can be, and have been, severe consequences for breach of fiduciary obligations," says Rob Martin, ERPA, QPA, Senior Team Manager at Tegrit Group. "So, take them seriously and find sound professionals and service providers to guide you."
Even though the company is sponsoring the plan, a fiduciary is a named individual. Therefore, with very egregious errors, the personal assets of the individual fiduciary could be at risk.
Smart Business spoke with Martin about handling fiduciary obligations.
What fiduciary obligations are retirement plan sponsors responsible for?
The fiduciary obligations are to look out for the best interests of the plan participants and to put their needs before any personal or employer needs. The plan sponsor must have a written investment policy statement that includes how the selection of fund offerings and service providers are made.
If one of the funds has a bad year, it doesn't necessarily mean the sponsor didn't do its job. As long as the process is in place to select that fund beforehand — a process that compares past history with benchmarks and other funds in that same category — then there will be no problems from a Department of Labor (DOL) standpoint.
What can happen if sponsors fail to meet their fiduciary obligations?
The DOL has made a point of emphasizing fiduciary obligations when it comes to auditing retirement plans. The DOL audits can occur randomly or if there's been a complaint against the company.
If a DOL audit finds problems, the sponsor will need to correct them quickly. For egregious errors, the DOL will hold the fiduciary in violation and go through the legal system. Even if a fiduciary is found in good standing, it takes extra work and time, including possibly paying service providers, to find needed items.
Civil lawsuits are another danger if you're not following DOL guidelines.
How should these obligations be managed?
One of the best places to find information is on the DOL's Web page: Meeting Your Fiduciary Responsibility, www.dol.gov/ebsa/publications/fiduciaryresponsibility.html. Plan sponsors should call third-party investment administrators or investment advisors for further assistance.
Sponsors need to answer participant questions in a timely manner. Otherwise, participants may file a DOL complaint and/or lawsuit. Once a suit is filed, fiduciaries will have legal fees and face the consequences of the case's outcome.
Plan sponsors should also have a default account, known as a Qualified Default Investment Alternative (QDIA). A QDIA protects the fiduciaries from participants who do not make an investment election or who fall short in making a full investment election.
What is the biggest hot button area to keep an eye on, as a fiduciary?
The hot button area right now is fees. Part of being a fiduciary is to provide the new fee disclosure notice to the participants. This started in 2012 and now must be provided annually or quarterly to the participants, depending on what's being disclosed.
Another important fiduciary responsibility is making sure plans have reasonable plan expenses. The plan sponsor should have a process, as part of the investment policy statement, to examine service providers and see whether it pays reasonable plan expenses, by utilizing professionals who provide benchmarks for comparison.
Do late deposits remain a concern?
The DOL is still pursing this. These typically apply to making timely participant contributions and loan repayments — not employer contribution deposits. More specifically, for plans with fewer than 100 participants, the DOL considers timely to be within seven business days.
With all fiduciary obligations, the key is choosing professionals with a good understanding of the requirements, which can be investment advisors, third-party administrators or record keepers.
Rob Martin, ERPA, QPA is a Senior Team Manager at Tegrit Group. Reach him at (614) 458-2023 or firstname.lastname@example.com.
For additional retirement planning tips, visit Tegrit's Advisor Resource Center at www.tegritgroup.com/arc.
Insights Retirement Planning Services is brought to you by Tegrit Group
How the Department of Labor has increased responsibility for plan fiduciaries
Much attention has been given to the fees and expenses of qualified retirement plans. Many questions are being asked about the reasonableness and quality of the current 401(k) landscape.
For decades, service providers have been charging excessive, and often hidden, fees to a countless number of plan participants. Similarly, plan investment options came under fire shortly after the 2008 financial crisis, which saw millions of workers lose significant portions of their retirement savings. This unfortunate combination — excessive fees and poor returns — was the driving force behind the recent regulatory changes.
Smart Business spoke with Eric N. Wulff and Christopher D. Bart, managing directors and principals at Aurum Wealth Management Group, about the Department of Labor's (DOL) plan to address these issues.
What are some of the company's fiduciary responsibilities relating to their retirement plan?
The three main concerns revolve around fees, service and investments.
On Feb. 3, 2012, the DOL issued a final regulation under the Employee Retirement Income Security Act of 1974 (ERISA). This regulation requires a 401(k) plan's service providers to disclose all fee and compensation arrangements, effectively known as 'full fee disclosure.'
From a service perspective, companies are required by the DOL to determine the reasonableness of fees. Industry best practices indicate the most effective means by which you can evaluate the reasonableness is to place the plan out to bid. Conducting a request for proposal process allows you to compare not only the cost and compensation arrangements, but also the nature and level of the service. If the service provider does not provide a level of service commensurate to its fee, it is the company's fiduciary duty to terminate the provider.
As for investments, companies are required to maintain a documented process on the selection and monitoring of the investments in the 401(k) plan. Specifically, the DOL recently put out an advisory bulletin on target date funds requiring them to evaluate the absolute risk of these types of investments. Target date funds became a popular investment strategy because plan sponsors were given fiduciary relief if they offered them as a qualified default investment alternative. This turned out to be somewhat problematic when the market crashed in 2008 and 401(k) participants saw their investments drop by 20 percent or more.
How can companies minimize their fiduciary responsibility?
There are different types of advisers companies can engage to assist them with their responsibilities, and companies can do a better job understanding those options.
The two most common levels of fiduciary status under ERISA are 3(21) and 3(38). As a 3(21) fiduciary, the adviser serves as a co-fiduciary to the plan; in this role, the adviser monitors plan investments and makes investment recommendations to the plan sponsor, but does not have discretionary control of plan assets. As a 3(38) fiduciary, the adviser takes control of plan assets, makes all investment decisions and insulates the plan sponsor from fiduciary liability as it relates to plan investments. Hiring a 3(38) fiduciary is the highest level of fiduciary protection under ERISA.
Where do participants stand in all of this?
With most retirement plans, a big problem is that participants are not allocating assets correctly. So, many 401(k) plans are starting to implement more help features for participants. Studies show the average participant can earn an additional 2 or 3 percent per year by getting professional help. Unfortunately, the average participant tends to chase performance when determining their investment allocation.
Hopefully, these increased responsibilities on plan sponsors will continue to bring much needed change to help fix the nation's structural problem with retirement savings.
Aurum Wealth Management Group is an affiliate of Skoda Minotti.
Eric N. Wulff is a managing director and principal at Aurum Wealth Management Group. Reach him at (440) 605-1900 or firstname.lastname@example.com.
Christopher D. Bart is a managing director and principal at Aurum Wealth Management Group. Reach him at (440) 605-1900 or firstname.lastname@example.com.
Insights Accounting & Consulting is brought to you by Skoda Minotti
How to overcome benefit plan challenges and structure your plans properly
Employers have a sacred, fiduciary duty to treat benefit plans as if they were their own nest eggs. Therefore, such plans are heavily governed by the Department of Labor with numerous expectations, communication needs and filing rules.
"The dilemma today is that so many plans are underfunded," says Bertha Minnihan, national leader, Employee Benefit Plan Services, at Moss Adams. "People have worked hard for their retirement, and if a sponsor should screw that up, they have nothing to fall back on."
An aging population that needs its money to go further compounds the problem. When benefits aren't administered properly, society struggles to care for the older generation, she says, and the younger generation suffers when older workers stay on the job longer.
Smart Business spoke with Minnihan about how to properly administer your benefit plan to help employees and how to avoid common regulation pitfalls.
What is the typical reporting structure for employee benefit plans?
There are several disclosures and reporting that are required to go to the participants, as they are the first consideration, and all entities are working to ensure that plans are administered properly for them. Additionally, plans must file a tax return annually to the DOL and the IRS, and those meeting additional requirements must be externally audited, as well. The Pension Benefit Guarantee Corp. also monitors benefit plans that have gone defunct or become underfunded by a certain percentage. The system is quite complex.
Who are the service providers in this space?
Internally, there may be the company sponsoring the plan and a committee delegated to oversee the day-to-day operations, as well as HR and payroll. Externally, benefit plans have investment custodians holding the funds and investing them at the participants' direction and record keepers tracking plan activity. Record keepers can be a separate entity, or they can be an arm of the investment custodian. Other players include auditors, plan attorneys, actuaries for defined benefit plans, investment advisers and trustees.
What DOL hot button areas do sponsors need to consider when administering benefit plans?
One of the more common pitfalls is the timeliness of deposits into the trust. The DOL wants employee deferrals put into participant accounts quickly because employees deserve to start earning. It's problematic when companies are careless or feel payroll taxes and other items are more important so they withhold withholdings and play cash flow games.
Compensation is another challenging area, especially when different types of bonuses are paid. The DOL's hot button is whether the deferrals are being calculated on the correct costs and whether the right components are eligible. If you are missing income components and deferrals are understated, your company could be offering an understated match.
Then, if the employee is shorted, the employer has to make up the entire shortfall, which often surprises people. Some Fortune 500 and 1,000 companies in Silicon Valley have miscalculated compensation and now owe their plans millions of dollars from deferrals, earnings and unfunded matches.
The DOL is also very concerned with educating employees, whatever their demographic. As a business owner, you need to make an effort to get your employees to participate and to maximize their retirement savings.
What are some best practices for plan administrators?
Here are some best practices that could help mitigate risks, concerns and challenges.
- Appoint an oversight governing committee. If your board does not delegate, it is automatically the fiduciary, and the board is often not up to speed on the plan, HR, payroll and/or the Employee Retirement Income Securities Act (ERISA), the law governing benefit plans. Additionally, in private companies, a third-party trustee who is an internal officer is also at fiduciary risk, and a class-action suit could be brought against both the board and the trustee at a risk of personal liability.
- Have your oversight committee be timely with sending funds to the trust.
- Review your census data regularly and ensure databases are accurate. Changes, such as a termination date, reporting someone's death or a wrong age need to be communicated to different departments.
- Ensure your personnel understand how the plan works. For example, if you hire a new payroll person, make sure that he or she has read and understood the summary plan description.
- Benchmark your fees and look at them regularly. With new federal disclosures, there is transparency by law, so pay attention and ask questions.
How should merger and acquisition groups approach benefit plans?
Whenever companies — small or large — fold or change ownership, a number of items can be missed, so keep this in the back of your mind as you go through the process. Have an ERISA expert advise you early on, as this is not just a matter of merging benefits. The acquired company could have a 401(k) plan that needs to be terminated, a defined benefit plan that is unfunded and frozen, or a deficient benefit plan that must be cleaned up before it can taint your plan on contact. M&A committees should have checklists to ensure employees do not lose their benefits and that the company is still protected and reporting in a timely manner.
How are governing entities dealing with work force globalization in this area?
Globalization is affecting benefits plans without businesses realizing they are possibly being sloppy. If you have U.S. employees working abroad or foreigners coming to your company to work, you need to consider how this will affect benefits. How is your plan written? Are employees still accruing benefits in a timely manner? What does your plan include or exclude, and is that what you intended to do? There is a lot of interest on the subject, and the IRS is working with other governments to ensure that documents are in order, that they understand what the U.S. is doing and that they know what to tell their citizens who come here.
Bertha Minnihan is the national leader, Employee Benefit Plan Services, at Moss Adams. Reach her at (408) 916-0585 or email@example.com.
Insights Accounting is brought to you by Moss Adams.
How to ensure your board members understand their fiduciary responsibilities
Whether the organization is publicly-traded, a family business or a not-for-profit, boards of directors deal with many universal issues. The central responsibility of a board member is to make sure the organization prospers and fulfills its strategic mission while ensuring nothing puts the organization's existence in detriment.
"Board members should have a solid understanding of the basic fiduciary responsibilities that need to be fulfilled and how they are going to ensure that they do so at the particular organization they are serving," says Bob Stillman, CPA, director, assurance and business advisory services at GBQ Partners LLC. "The top priority of board members is to strategically develop a high-level course of action to ensure the preservation, existence and continued success of the entity."
Smart Business spoke with Stillman about the essentials of board member fiduciary responsibilities and other matters that affect board members and benefit their related organizations.
What are the key fiduciary responsibilities of a board member?
When advising my clients, I routinely refer to the guidance provided by the attorney general of Ohio, who identifies four primary fiduciary duties:
- Duty of care: meaning be active in the organization's affairs, consistently attend meetings, keep yourself informed to determine if the policies established are appropriate and adhered to, understand how the organization functions, act diligently and in good faith, with knowledge and after adequate deliberations.
- Duty of loyalty: really relates to acting without self-interest and resolving conflicts of interest. This takes varying forms depending on whether the organization is a public corporation, closely-held/family-owned organization or a not-for-profit organization.
- Duty to manage accounts: relates to the financial accountability of the organization and checks to ensure appropriate internal control is established; records, reports and financial accounting are accurate, timely, sufficient, and monitored; appropriate activities are occurring to ensure sufficient funding resources and there is appropriate expenditures and risk management.
- Duty of compliance: relating to following articles of incorporation, by-laws, other operating documents, relevant laws, regulations and filing requirements.
It is imperative that both management of the organization and the board members understand what each of these duties encompass.
How can board members understand more about these duties and take better responsibility for their roles?
The organization should provide a sufficient level of board member training that is tailored for the particular organization. People join boards having past board experience ranging from none to extensive. Providing new board member training offers an opportunity to explain what's expected of a board member. Management benefits significantly when their board members have a strong understanding of fiduciary responsibilities. The full board should receive a refresher annually about their basic fiduciary responsibilities.
Why is important for board members to understand and take control of their fiduciary responsibilities?
Many people view participating on a board as an opportunity to apply their personal and professional skills for the benefit of an organization and an opportunity to continue to develop their personal and professional network. However, the board's collective decisions could have serious consequences for the organization that may reflect on individual board members. Clearly understanding the basic fiduciary responsibilities will help them be a more cognisant about that general risk as well as be a more effective board member.
You cannot abdicate your fiduciary responsibilities to another board member. Commonly, the CPA on the board takes the brunt of the details of the duty to manage accounts, but all other board members must have sufficient information to make their own decision.
Beyond fulfilling the basic fiduciary responsibilities, what other areas should a board member focus?
A well-informed and engaged board of directors will ensure an appropriate strategy is developed and implemented to enable the future success of the organization. Doing so inevitably requires the board to assess the leadership within management. This can be an uncomfortable position, however, a board member should expect to deal with this matter routinely. Also, key management personnel risk is becoming more prevalent with our aging society as professionals move toward retirement. The board needs to consider succession planning for key management personnel.
What skill sets should business leaders look for in a good board member?
A strong board needs to be well-balanced with people that possess specialized skills in certain common areas, such as legal, lending, investing, accounting, human resources, business development, insurance, human resources and technology. You also need members who will establish the tone at the top from an internal control standpoint and develop expectations with management about the quality they expect of the organization.
In the end, for any organization, reputation is its biggest asset and difficult to restore if it is damaged. Board members have a high responsibility to preserve, continue to promote and safeguard this. If they stumble, the organization could be open to negative exposure. You want people who are well respected with certain credentials who will continue to preserve and improve the organization's
Bob Stillman, CPA, is director, assurance and business advisory services at GBQ Partners LLC. Reach him at (614) 947-5304 or email@example.com.
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How heightened awareness and new legislation will impact fiduciary responsibilities
Your responsibilities as the sponsor of a retirement plan are more significant than you may realize. It's not enough anymore to simply hire a service provider to manage the plan and offer it to your employees. As a plan sponsor, there is a tremendous amount of fiduciary responsibility, and decision-makers are held to an expert standard in the eyes of the Department of Labor (DOL).
If they don't have the skills to meet such stringent standards, plan sponsors need to retain outside experts to guide them through the decisions that must be made on a recurring basis, or risk running afoul of the law.
"Many plan sponsors rely on their providers to do everything for them," says Andrew Gracan, retirement plan advisor at First Commonwealth Financial Advisors. "Because of this, not only is there a misunderstanding of their fiduciary obligations but the tendency is to run the plan on auto-pilot unless there is a major operational issue to be addressed. However, due to ramped-up enforcement and litigation surrounding retirement plans, it's important for plan sponsors to understand their obligations and have processes in place to ensure their plans are compliant," Gracan says.
Smart Business spoke with Gracan about key issues plan sponsors must address.
Why are plan sponsors most at risk right now?
Retirement plans and the activities of their fiduciaries are being placed under a microscope. No longer do participants have multiple plans to rely upon in retirement. The 401(k) plan is the primary retirement vehicle for the majority of today's workforce, and the burden of savings rests on the employee. With personal savings rates and Social Security in a questionable state, a retirement epidemic is waiting in the wings.
Second, the financial crisis has exacerbated this potential epidemic and taken a toll on participant account balances, drastically changing retirement expectations and causing HR issues for companies in their workforce succession planning function. Finally, 401(k) participants bear the majority of the costs and risk associated with their plan, a dramatic change from the traditional defined benefit plan.
As a result, the government has enacted sweeping legislation through the Plan Sponsor and Participant Fee Disclosure regulations. The first wave of required fee disclosures goes into effect July 1, 2012, and with participant level fee disclosures going into effect Aug. 31, plan sponsors are assessing how their plans and their participants will be affected.
Plan sponsors also face the burden in a major increase of DOL investigations. For the past few years, the DOL has provided plan sponsors a comprehensive educational campaign focusing on helping them understand their fiduciary responsibilities. However, the time for enforcement has begun. In 2011, the EBSA closed 3,472 civil litigations, with 2,301 resulting in monetary settlements of $1.39 billion.
Why is now a critical time for business owners acting as plan sponsors?
Due to the increased government focus, litigation and negative publicity associated with retirement plans, it is important to understand the fiduciary obligations that go hand in hand with sponsoring a retirement plan. Plan sponsors are realizing it is important to be familiar with the fiduciary requirements that are placed upon them and the service providers they hire, as they are personally liable for these decisions. In addition, enforcement and legislative actions are forcing plan sponsors to take a proactive role in understanding the reasonableness of fees being charged to their plans and determining whether conflicts exist with the service providers.
What is the biggest mistake plan sponsors make with retirement plans?
The biggest mistake is not realizing that ignorance is not a viable defense. If plan sponsors don't fully understand their fiduciary responsibilities or processes, it is their responsibility to hire a 'prudent expert' who does. Oftentimes sponsors view retirement plans as a product rather than a process and assume the service provider (or nonfiduciary broker or financial consultant) is giving them the necessary fiduciary guidance to mitigate risk. However, this is a major misconception, especially if the service providers are giving fiduciary advice but not taking written liability for it.
Completely understanding your fiduciary obligations, whether or not service providers are taking written fiduciary responsibility for their actions, and whether or not there are inherent conflicts of interest that exist with the service provider, are paramount to the process of being a prudent fiduciary.
How will the requirement of detailed fee disclosures affect plan sponsors?
The most imminent task will come from the plan sponsors disclosures scheduled to be delivered on July 1. The new regulations are designed to provide plan sponsors with a full disclosure of fees charged to the plan, and sponsors must ask if their fees are reasonable, how to determine whether fees are reasonable, and whether they should hire an expert to determine reasonableness.
How can plan sponsors mitigate risk?
Plan sponsors must fully understand their fiduciary responsibilities and the role their service providers play in their retirement plans. While most believe their responsibilities fall within remitting timely employee contributions, overseeing the record-keeper and monitoring investment options in the plan, these are only part of their core responsibilities. The key is for plan sponsors to be prepared to defend all of the decisions made concerning their retirement plan and to show that they have defined processes that can be measured and repeated. If you, as a fiduciary, do not understand your obligations, or don't have the information or knowledge to run the plan for the exclusive benefit of participants, it is your responsibility to hire an expert who does.
Andrew Gracan is a retirement plan advisor at First Commonwealth Financial Advisors. Reach him at firstname.lastname@example.com or (412) 690-4592.
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The unforgiving compliance clock of new 401(k) rules
Across the country, companies that sponsor 401(k) plans have been going about their business every day, unaware of an impending deadline for compliance with sweeping new government regulations.
When the deadlines pass, no alarm will sound. Instead, dire consequences will eventually befall plan sponsors without warning.
The silent alarm goes off July 1, by which time sponsors are required to be aware of all fees charged by their plan service providers and the services they're receiving for these fees. (The original deadline was April 1.)
Moreover, they must determine whether these fees are reasonable for the services being provided — a complex undertaking that involves benchmarking the fees against comparable plans. Many sponsors will find that their plans are paying far too much for far too little.
Awareness of the new requirements and their comprehensiveness is astonishingly low. Few companies are doing much, if anything, to gear up for the new requirements. By remaining uninvolved, they're unwittingly bringing on a world of hurt upon themselves.
Until now, sponsoring companies have been able to remain largely ignorant of the full extent of the fees coming out of their employees' accounts, though federal rules have long required awareness of these matters.
New regulations from the U.S. Department of Labor seek to end this lack of compliance by reinforcing and expanding existing rules.
The quarterly account statements employees now receive from plan providers show returns net of fees. In the fall, these statements will show actual returns and fees in tabular form. As a result, employees will see for the first time how much their investments have earned and how much plan service providers have taken out of their accounts in fees.
Many employees will see red. They'll line up outside the doors of HR offices, demanding to know why they're paying so much.
Companies will get a rude awakening from the clamor of employees reacting to the news that big chunks of their retirement assets are lining the pockets of service providers. They're going to share this pain with company executives.
The refrain of questions and expressions of outrage will seem never-ending: "How long has this being going on? Why didn't you tell us? Why haven't you taken steps to lower fees? Can't we get lower fees elsewhere?"
This is only part of the pain. The DOL is ramping up staff to monitor — and, potentially, fine — plan sponsors who are tardy meeting these deadlines. It gets worse: Companies that fail to comply with the new regulatory regimen could have their entire plans disqualified, as every transaction conducted on the wrong side of the law could potentially be classified as prohibited.
Since plan sponsors have rigorous fiduciary obligations to their participants, this state of compliance disarray could be a springboard for lawsuits by employees. Indeed, many lawyers who specialize in this kind of action are doubtless licking their chops over the potential for lucrative class-action litigation. Unlike many employers, these attorneys are well aware of the new rules.
No less daunting is the potential for regulatory sanctions stemming from tips from employee whistle-blowers who learn about the new rules from friends at other companies.
If the capital markets act predictably, indications of shakeouts in the 401(k) plan provider marketplace may become readily apparent. Golf and tennis tournament broadcasts this summer may show ads from competitive plan providers seeking to take business away from high-fee providers. HR departments learning about their new burdens this way will be far behind in the extensive preparations required to fully comply with the new rules.
Some plan providers, including large financial services companies, have doubtless given plan sponsors generalized — and, notably, nonbinding — assurances that all will be well. Yet these large companies are committed to nothing because, as non-fiduciaries, they don't have the same obligations as their sponsor clients, nor do they have any appreciable liability in the matter.
One of the goals of the new rules is to make a clear distinction between advisors and brokers. Although non-fiduciary brokers are prohibited from dispensing actual investment advice, many do. The rules don't require plans to have an advisor per se, but if they do, this advisor should be a fiduciary. Such arrangements can enable sponsors to effectively outsource some of their fiduciary responsibility.
Moreover, plan sponsors must evaluate newly required compensation disclosures from service providers to determine the motivations involved in determining investment options for the plan. For example, many plan providers charge investment companies for shelf space, which makes such selections biased.
The new rules are designed to support the goal of transparency by helping employees (and company owners, who are in these plans themselves) keep more of their investor returns. Thus, they help everyone in a company achieve the goal of a more dignified retirement. Assuring compliance with these rules advances this mutual goal of labor and management.
Anthony Kippins is president of Retirement Plan Advisors, Ltd., a Cincinnati-based financial services company that provides retirement-plan fiduciary services and employee-benefit solutions to small companies. Kippins holds the AIFA (Accredited Investment Fiduciary Analyst) designation. He can be reached at email@example.com.
April 1 deadline for 401(k) plans is no April Fool's joke
If you're an employer who sponsors a 401(k) plan, April 1 is a date that you should circle on your 2012 calendar. This is the deadline for plan sponsors to obtain from plan advisors newly required disclosures stating specifically what services they're providing and the cost of each.
To some sponsoring employers, this may sound like a bureaucratic requirement of little consequence. This is decidedly not the case. Beginning April 2, plan sponsors who can't show that they met the April 1 deadline for disclosures — and the best way to do so is to get them in writing, with signatures — will be subject to federal fines, disqualification of their plans and employee lawsuits aimed at their personal assets.
This requirement is among many stemming from new rules from the Department of Labor (DOL) that go into effect in 2012. The intent of the rules is to protect participating employees from unreasonable service provider fees that shrink their 401(k) accounts. Unbeknownst to employees and many plan sponsors, many plans have long been charged excessive fees. Until now, disclosure of all fees has not been expressly required by federal rules.
In addition to obtaining the fee and service disclosures, the new rules also require sponsors to determine whether plan advisors are fiduciaries — a legal/regulatory status meaning that these advisors always put clients' interests ahead of their own. (See "The 401(k) regulatory tsunami.")
The combined content of the new advisor disclosures will have profound implications for sponsors' compliance burdens stemming from new DOL rules, which expand or amplify longstanding requirements of the Employee Retirement Income Security Act (ERISA) of 1974.
Under ERISA, plan sponsors are themselves fiduciaries, with all of the attendant responsibility, accountability and liability. Many plan sponsors have always believed that their long-time advisors are fiduciaries, but this simply isn't true. Typically, the dominant advisory role in a 401(k) plan is played by a broker, yet precious few brokers are fiduciaries.
Though ERISA rules prohibit non-fiduciaries from advising on the suitability of specific investments in these plans, enforcement over the years has been lax, allowing many brokers to cross the line between providing employee education and actually advising on the suitability of specific investment options.
Thus, they've engaged in the quintessential advisory role — one reserved by law for conflict-free fiduciaries who can share legal responsibilities with sponsors. By contrast, brokers may have conflicts of interest, such as business relationships with financial institutions that provide investments for the plan.
It is critical for plan sponsors to understand how the dynamics of these disclosures will put an increased regulatory and legal burden on them as fiduciaries: By making it a matter of record whether an advisor is or isn't a fiduciary, the new DOL rules mean that sponsors will have no credibility in telling regulators that they believed they were outsourcing their own fiduciary responsibilities.
In many cases, details of the new advisor disclosures will trigger epiphanies for sponsors concerning fundamental inadequacies of their plans, bringing a growing awareness of some of the rigors that they must undergo to assure that these plans comply with the new DOL rules.
From the point of view of plan sponsors using a broker to service their plans, this epiphanic moment will often go something like this:
– The sponsor, aware of the importance of these disclosures, does some research and learns what services non-fiduciary advisors can and cannot legally provide.
– In disclosures from the broker, the advisor lists the fees that his or her company is charging and the services provided for these fees: selecting mutual funds for the plan's investment options, making educational presentations to employees and enrolling them in the plan.
– The broker states unequivocally that he or she is not a fiduciary.
– The sponsor realizes that because plan-education presentations typically involve answering questions about specific investments, they can easily involve advisors' rendering advice on investments — an activity prohibited for non-fiduciaries.
– Further, the sponsor realizes that this advisory scenario is even more likely at enrollment meetings.
– It dawns on the sponsor: The plan is getting far less actual service than previously believed. Hence, fees for the actual, legitimate services being provided are far higher than the sponsor thought.
These disclosures are intended to serve as a wake-up call for companies who may be paying far too much for far too little, so they can take steps to change their plans.
When doing so, sponsors should be careful not to make the same mistakes that got them into trouble in the first place. When non-fiduciary advisors pitched them business, they likely said, "We'll be standing right behind you."
By having fiduciaries as their plan advisors, sponsors can be assured that these advisors will be standing with them shoulder to shoulder, sharing their exposure to any incoming regulatory or legal fire.
Anthony Kippins is president of Retirement Plan Advisors LLC, a Cincinnati-based financial services company that provides retirement-plan fiduciary services and employee-benefit solutions to small companies. Kippins holds the AIFA (Accredited Investment Fiduciary Analyst) designation. He can be reached at email@example.com.
The 401(k) regulatory tsunami
A regulatory tsunami is headed toward companies sponsoring 401(k) plans. It will arrive next year when new federal rules take effect, creating an unprecedented burden of accountability for employers.
More than ever, employers will be required to assure that fees associated with these plans are reasonable for the services being provided. To do so, they should move expeditiously to determine and evaluate all plan fees.
Employers are already required to exercise this due diligence by the Employee Retirement Income Security Act of 1974. Yet the fees charged by large financial institutions providing 401(k) plans vary widely and are extremely difficult for employers and employees to ascertain. Many aren't aware that their fees may be too high because, until now, the government hasn't required plan providers to voluntarily disclose all fees.
Nevertheless, by entering into arrangements with plan providers that involve unreasonably high fees, many employers have been failing to protect participating employees as required by ERISA. To remedy this lack of compliance and to help employees make more informed investing choices, the U.S. Department of Labor has issued the new rules, which reinforce and expand employers' existing responsibilities as plan sponsors.
Effective in 2012, these rules will open up new terrain for potential federal fines — as the DOL is substantially increasing its investigative staff — as well as lawsuits from employees. This liability stems from employers' role as plan fiduciaries, a regulatory/legal status meaning that they must consistently put plans' and participants' financial interests ahead of their own.
The new rules require plan providers to disclose fees to employees in chart format in quarterly statements. Currently, these statements show investment returns net of fees, so employees don't know how much they're paying plan providers or investment companies that supply products for their plans.
Though the rules require plan providers to disclose fees in an easily understandable format, there are indications that the revised account statements may turn out to be long, confusing documents — something on the order of a prospectus. Confusion will ensue, and employees will queue up at HR to ask what it all means.
After making sure employees understand the newly required disclosures — which is, itself, a fiduciary responsibility — employers will undoubtedly be lambasted with bitter complaints from employees who were unaware of the amounts of fees being deducted from their accounts and others who simply thought their actual investment returns were lower.
Accordingly, it's imperative that employers act now to "X-ray" their plans or engage a qualified consultant for that purpose, so they understand precisely what fees are being charged for the services being provided. This will involve reviewing reams of plan documents and confronting plan providers to ascertain fee information.
But that's only the beginning. The tsunami's force is amplified by the "reasonableness" requirement: How can employers know whether fees are reasonable?
To do so, they must determine where their plans' fees fall relative to industry norms, so employers must benchmark fees against the full spectrum of the national market for plans of the same size providing the same services. These data-intensive comparisons can be highly complex, especially for small firms that lack the necessary expertise in-house.
The new rules also put increased pressure on sponsoring employers to assure that anyone advising 401(k) plans or participating employees is a fiduciary. ERISA rules have long prohibited non-fiduciaries, including brokers, from advising employees on the suitability of specific investments — a scenario rife with potential conflicts of interest.
Yet, because of lax enforcement that the government is now trying to repair, brokers typically play a dominant role in servicing 401(k) plans. By contrast, fiduciaries — who must avoid even the appearance of conflicts — must comply with stringent regulatory standards that don't apply to brokers. Moreover, fiduciary advisors are subject to substantially greater legal liability.
Hence, the new DOL rules require employers to determine whether plan consultants are fiduciaries. If they aren't, fiduciary responsibility — and liability — for the plan resides with the employer.
Companies that proactively get out in front of the tsunami by lining their corporate doorsteps with due diligence sandbags will minimize the damage. They have no time to waste.
Anthony Kippins is president of Retirement Plan Advisors LLC, a Cincinnati-based financial services company that provides retirement plan fiduciary services and employee benefit solutions to small companies. He is an Accredited Investment Fiduciary Analyst.
How to cope with fiduciary responsibilities as a company's financial situation falters
Serving as a director or officer on a board can be complicated, especially if the business is floundering.
Directors have certain duties to the company they are serving, but when the business is financially distressed, the beneficiaries of those duties switches to the creditors, according to Shawn Riley, the Managing Member of the Cleveland office of McDonald Hopkins LLC and co-chair of its Business Restructuring Services Department.
"In normal situations, those duties exist for the benefit of the owners," says Riley. "However, when a business starts to experience financial distress, the obligations shift. Two questions arise: 'When do they shift? And, how do they shift — in other words, who are beneficiaries of those duties?'"
Smart Business spoke with Riley about shifting fiduciary responsibilities and how recent court rulings are changing the rules of the game.
How are directors' and officers' fiduciary responsibilities defined?
The fiduciary responsibilities that directors and officers owe a business, particularly a distressed business, have been evolving. Recent court decisions suggest that the responsibilities are not as stringent as people thought they were just a few years ago.
Generally speaking, directors and officers owe their fiduciary duties to the company itself, for the benefit of the owners. To meet their fiduciary duties, directors and officers are required to fulfill two primary obligations — the duty of care and the duty of loyalty. The duty of care means they must be well informed and must reach well-reasoned decisions with respect to the company and its assets. The duty of loyalty requires that directors and officers act without conflict of interest, without benefiting themselves to the detriment of the business.
When do those duties shift?
When a company is in financial distress, case law has suggested that directors and officers have to ignore the interests of the owners and instead focus exclusively on the interests of the creditors. They must think about how to maximize the value of the business so as to pay creditors. That is a pretty significant adjustment in thinking, because directors and officers up to that point will have been running the business for the benefit of the owners.
So when, exactly, do those duties shift? Some argue that it is at the first sign of trouble. Others argue that it is only at the time of filing a bankruptcy proceeding. For others, it is the period when the business is insolvent, whether or not it is in bankruptcy. Until recently, the uncertainty over questions such as these has caused directors and officers to tread carefully.
The uncertainty in the law has diminished recently as courts over the past couple of years have introduced a dose of reason to the process. The courts have begun to suggest that the shift of duties does not occur as early as people were arguing, but rather when there is very clear evidence of insolvency, when the business simply cannot pay its debts. At that point, directors have to start thinking about the interests of creditors.
How do those duties shift?
While it seemed the rule was that directors had to completely ignore the interest of the owners, others argued that creditors' interests and shareholders' interest should be given equal weight.
Again, recent case law indicates that directors, even in an insolvency situation, should not ignore the interests of the owners but rather should make their primary concern the interest of creditors, at least until the point where they can demonstrate that the business is solvent again.
The continuing issue for directors and officers, however, is that this is usually judged after the fact, with the benefit of 20/20 hindsight. It is not as if, in the middle of its efforts to right itself, a business can call a timeout and ask a judge what it or its board should do. If the board is unsuccessful in turning the business around, its actions will likely be second-guessed by creditors.
Who can sue directors and officers for breach of fiduciary duties?
It is the company itself that is supposed to sue those directors and officers that it believes have breached their fiduciary duties. But it would be pretty remarkable if those directors who run the business authorize counsel to file suit against them.
Courts allow shareholders (and creditors) to assert derivative standing, in which a group of shareholders — or a creditors' committee in a bankruptcy — sue on behalf of the company in a situation in which it would be futile to ask the company to sue. Anything that is recovered against the directors' and officers' insurance policies would then be distributed to the shareholders or creditors. However, the courts have started to impose tighter restrictions on the circumstances under which a creditors committee in a bankruptcy can file derivative actions. In a recent case involving a limited liability company in Delaware, the court ruled that only owners or members of the LLC could sue derivatively, meaning that creditors are not authorized to pursue directors and officers. Even if creditors could demonstrate that directors and officers clearly did something wrong that resulted in damage to creditor interests, they have no standing to pursue claims.
This may reflect a recognition that perhaps the pendulum had swung too far in one direction, authorizing aggressive lawsuits by creditors against directors and officers for marginal claims under otherwise reasonable decision points for directors. The pendulum is swinging back and the courts are limiting not only the time period claims can cover, but also the types of claims and who can file them.
This ruling may make people more willing to serve on boards, as they can join a board less worried about the potential for being sued. It should also reduce the cost of directors' and officers' insurance.
Shawn Riley is the Managing Member of the Cleveland office of McDonald Hopkins LLC and co-chair of its Business Restructuring Services Department. Reach him at (216) 348-5773 or email@example.com.