As per UK’s Companies Act1985 section 287(1), every company in UK must have an office having a legal address. This legal address acts as a registered office for the company who has availed the registration. The registered offices are not the place form where you run your business. In fact, it is merely a legal address of your business, having which is necessary to start a business in UK. But, the importance of registered offices is limited only to have a legal office. Its importance as well as advantages are something beyond this.

The most important function of registered offices is that it is the place helping you have all kind of formal communication. This is the place where companies house, legal and revenue authority send you the official documents expecting that you are receiving the documents on time. So, make sure that the office address you are giving is correct.

Registered office, besides, serves you also in giving your company a good corporate image. By this facility, you can have an address of your office at any location you wish. It means, easily you can have your company’s letterhead boasting your office location at a prestigious office area. It helps you not only in raising your business sells, but also you get a good image in eyes of your customers.

Registered offices are meant to small businessmen who are not capable of owning an office at their desired location in UK. Even People from outside UK can be benefited from this facility, as they can start their own business even without living in UK. What all they need to avail the facility of registered office from numerous of companies, and stick to the annual subscription by paying them on time. As, many of the companies have gone online, the process has become easier to avail an address for your office having adding significance in your business.



Rent Back

Other than informing your prospective buyers on the basics of your artworks, how much you are selling them, and who are the people who have bought from you, there are still some other things you can do to make the probability of the sale hike up even higher. Here are some of them.

Show Pictures Of Your Pictures

One way to encourage your prospective buyers to buy your art is by showing them photos of how other art collectors have made use or displayed the pieces they have bought from you. Seeing your pieces in working or living environments can be a great encouraging factor. If you do not have that many collectors yet, you can show them pictures of how you, yourself displayed your art in different kinds of environments.

If your prospect is someone who is not really that familiar with art, doing this tip can be very helpful and fruitful. Since they may be having some difficulty in imagining how or where they would display the piece, if ever they bought it from you. It can also be the case that they can’t really picture how the piece would look like in their office or home.

Be Service Oriented

If you really want to make a sale, then your attitude should show that you do so. Try to make time for transactions and meetings regarding your art. Also, try to make yourself available as much as possible to deliver your piece to the collectors’ home or office. You should also help them with hanging it, or even make suggestions on where to place it, if they ask you to.

If your buyer hasn’t made a specific pick of which piece they want from your collection, you can also offer them that you bring a number of your art to their home or office, free of charge. Do this, so that they can see how it would fit in their environment. However, you should also make it clear to them that they are not obliged to buy it if they don’t want to.

Give Them A Taste Test

If you want, you can also offer people to have a piece or two of your works for a trial period of one or two weeks, just to see how they would like the pieces. However, with this kind of deal, you should make sure that you have a written contract about your agreement, get a promissory note, deposit or whatever kind of security for your art’s safety.

Fish Around

You may also want to try fishing around. Try asking people reasons of why they like or dislike a certain piece made by other artists. From their answers, get some ideas of how they would react if it is your art in the hot seat. Of course, you do not do this just to be discouraged, but to be able to think fresh and innovatively for your next pieces.

Talk Earth Language

One of the most common mistakes of artists that are first time selling their works is that they talk to impress. Yes, it is impressive if you know a lot of techniques, components and factors regarding art. However, not all people that would be interested in buying your work are artists too. Some of them may be everyday people who know nothing about the technical aspect of art, but are just simply captivated by your work.

If this is the case, try not to delve into elevated and heated art discussions, especially if they’re not really asking for it. Avoid giving them information that would remain undigested. Try to talk in their level, since intimidating your prospective buyer would be the last thing you’d want to do.



Passive Income

Are you interested in running your own Super Bowl Office Pool, but never really quite understood how these things operate? You have come to the right place. This article gives step by step directions to running a flawless Super Bowl Office Pool.

Step 1

You will need to print a square grid, you can do this by following the link at the bottom of this article. From there you will go to the Office Pools page and continue on to the Super Bowl 100 Square Grid page.

Step 2

Sell each square for a set dollar amount until all squares are full, a player may buy as many squares as they wish. Once the player pays for the squares they are to write their name in the squares of their choice. If you don’t feel you can sell 100 squares check out our 25 square grid and 50 square grid.

Step 3

Once all the squares are full it is time to set up the drawing. This can be done in many ways, listed below are 2 examples. After determining the drawing method, draw the numbers one at a time placing the numbers from left to right starting with the first gray square box in the top row, continue across the top row until the numbers are gone. After that is complete you will redraw the numbers, this time placing the drawn numbers in the gray square boxes in the left column, starting at the top. Example 1: Write the numbers 0-9 on pieces of paper and place them in a hat. Example 2: Get a deck of cards A through 10, the ace represents a one, the 10 represents a 0, 2-9 are face value

Step 4

Now is time for the fun!! Begin watching the game, at the end of each quarter match the last digit of each teams score with the grid. Example: At the end of the first quarter the AFC team has 17 and the NFC team has 14. Go to the AFC top row of numbers and find the number 7(last digit of 17) then go to the NFC left column of numbers and find the number 4(last digit of 14) find where these two numbers intersect on the grid and the name in that square wins the first quarter.

Payout’s

There are a few different ways to split up the prize pool , make sure this is discussed before selling the squares. The most common method is to give the winner of each quarter 25% of the prize pool. If you sell each square for $1 the winner of each quarter will win $25. It is possible that a player can win all four quarters and the whole prize pool. Be sure to discuss what is going to be done in case of an overtime, some people will just ignore the overtime score, some people will substitute the overtime score for the 4th quarter, and others will divide the prize pool by 20%(one winner for each quarter and one winner for overtime). Once again to avoid problems make sure all of this is discussed before selling the squares.

PrintYourBrackets.com– Printable Tournament Brackets and Office Pools



Repossession

Introduction:

In recent years, directors and officers liability insurance has become a core component of corporate insurance. As many as 95% of Fortune 500 companies maintain directors and officers ("D&O") liability insurance today. Furthermore, it has become a commonplace of the financial world that disappointed investors will charge corporations and their officers and directors with securities fraud whenever a company’s stock drops significantly in price. Studies indicate that the average settlement of securities fraud litigation in 1999 was greater than $8 million, with average defense costs exceeding $1 million. In light of these numbers, it should not be surprising that such litigation has become almost routine, and D&O liability insurance plays a large role in handling it. At the same time, the D&O insurance industry has become highly specialized and new products are constantly emerging to meet the needs of specific markets. This article will discuss the historic and current trends in the industry. In addition, this article will address some of the primary legal and coverage concerns that must be considered by underwriters, claims handlers, corporations and their executives, and the attorneys who represent them.

History of D&O Insurance:

In the 1930s, in the wake of the depression, Lloyd’s of London introduced coverage for corporate directors and officers. At the time, corporations were not permitted to indemnify their directors and officers. Joseph P. Monteleone & Nicholas J. Conca, Directors and Officers Indemnification and Liability Insurance: An Overview of Legal and Practical Issues, 51 Bus. Law 573, 574 (1996). However, directors and officers did not perceive a great risk, and the insurance did not sell. Well into the 1960s, the market for D&O coverage was negligible. In the 1940s and 1950s, courts, corporations and directors and officers began to see benefits to corporate indemnification and prompted state legislatures to enact laws permitting it. Then, during the 1960s changes in the interpretation of the securities laws created the realistic possibility that directors and officers themselves, and not only corporations, could face significant liability. See Roberta Romano, What Went Wrong with Directors’ and Officers’ Liability Insurance, 14 Del. J. Corp. L. 1, 21 & nn. 74-77 (1989). Insurers responded to these changes by reviving specialty coverage for the "personal financial protection" of directors and officers.

The historic focus on "personal financial protection" distinguished D&O insurance from other kinds of commercial insurance that cover identified areas of corporate risk. Insurers had defined corporate risks they would insure. General liability insurance provided corporate insurance for bodily injury or property damage claims; fidelity bonds afforded specified first-party coverage for losses corporations incur due to certain acts of their officers, directors, or employees. D&O coverage, on the other hand, was not intended to be corporate insurance; much less an attempt at general corporate insurance for liability caused the corporation by virtue of the acts of its directors and officers. In recent years, however, D&O coverage has undergone a number of changes.

Current Importance of D&O Insurance:

The D&O industry matured and evolved during the 1970s through the 1990s, and continues to do so today. From its modest beginnings in the 1930s, D&O insurance has become a fixture in today’s corporate world. Starting with basic D&O coverage, the industry has spawned a large number of new and related products. The original focus on "personal financial protection" is no longer the single driving force behind the industry, and D&O insurance is often coupled with coverages designed to protect the corporation, in addition to its directors and officers, from various liabilities.

During the 1980s, the first litigated disputes between D&O insurers and federal regulators (or the former bank officials whom the regulators sued) brought D&O coverage into the forefront in many significant and often highly publicized matters. In recent years, corporations of all kinds and their directors and officers have seen an increasing number of claims and increasingly large settlements. Watson Wyatt Worldwide, D&O Liability Survey Report (1997). Thus, D&O insurance remains an important protection for directors and officers. In addition to the traditional protections, the industry has set a trend toward expanding D&O coverage - both in terms of who is protected and against what they are protected. Many underwriters now write coverages that offer protection to the company for its own liability and for specific corporate concerns.

Claims against Directors and Officers:

As noted above, claims against directors and officers generally have been increasing over time. As of the most recent Wyatt survey, 31% of all companies - an all time high - could expect to have at least one claim made against its directors or officers, and each company averaged 0.87 claims - also an all time high. Watson Wyatt Worldwide, D&O Liability Survey Report, at pp. 42-44 (1997) (the "1997 Wyatt Report"). The frequency of claims against directors and officers, and the susceptibility of officers and directors to claims corresponds to a number of factors, including the size of the company, the company’s type of business, whether the company is publicly or privately owned, and its number of shareholders. For example, companies with greater assets are more likely to have claims made against their directors and officers and on average experience more claims per company than smaller companies. Publicly held companies have two to three times as many claims made against their directors and officers than privately or closely held companies. However, companies with greater than 500 shareholders have a higher claim frequency than smaller companies, regardless of private or public status. Id.

Specifically, according to the 1997 Wyatt Report, companies with assets less than $100 million had a 12% susceptibility to claims, but companies with assets greater than $10 billion had a 63% chance of having a claim made against its directors or officers, and companies with assets greater than $1 billion averaged 1.64 claims per company in 1997. Large banking companies are the most likely type of business to have claims made against their directors and officers and average the most claims per company. Forty-two percent of large banks will have at least one claim made, while the large banking industry as a whole can expect an average of 6.69 claims per company. With the explosion of technology companies in the last ten years, and the corresponding fluctuations in their stock prices, claims against technology companies have also increased dramatically.

Basic Coverages:

At its most basic, D&O insurance protects directors and officers from liability arising from actions connected to their corporate positions. Due to general expansion in the industry, market pressures and the industry’s responses to the development of case law, D&O insurance has expanded beyond its original and basic coverage. Thus, a single policy now may provide multiple and varied options by standard form or endorsement. The individual coverages discussed below typically are subject to distinct terms, conditions and deductibles, and even may be subject to distinct policy limits or sublimits. However, some common threads run through each coverage offered in a D&O policy. For example, D&O insuring agreements generally specify that coverage is limited to claims first made during the policy period. In addition, the insurer typically does not have a duty to defend but is required to cover the costs of the insured’s defense.

Insuring Agreement [A] (D&O):

Although each policy will employ its own language, Insuring Agreement A, often referred to as "A-Side Coverage," typically provides coverage directly to the directors and officers for loss - including defense costs - resulting from claims made against them for their wrongful acts. A-Side Coverage applies where the corporation does not indemnify its directors and officers. A corporation may not indemnify its directors or officers because it either (1) is prohibited by law from doing so, (2) is permitted to do so by law and the company’s bylaws but chooses not to do so, or (3) is financially incapable of doing so, due to bankruptcy, liquidation, or lack of funds. The laws regarding indemnification differ from jurisdiction to jurisdiction. Insuring Agreement A additionally may specify that coverage is limited to those claims connected to an insured’s capacity as an insured director or officer of the company. This issue of capacity recurs throughout D&O coverage analysis. The limiting language may appear in the insuring clause, in the definitions of "wrongful act" or "insured" found elsewhere in the policy, or in all three clauses. Although a claim sometimes implicates an insured in a single and clear capacity, a claim may well arise out of an individual’s multiple capacities. For example, an individual may be sued as a director and a shareholder of a company (perhaps as a purchaser or seller of company stock), or an officer of a homeowner’s association may also be a homeowner and it may not be clear whether his or her actions were taken as one or the other - or both. Similarly, a corporations’ lawyer may also sit on the board of directors.

Insuring Agreement [B] (Corporate Reimbursement):

A typical Insuring Agreement B, or "B-side coverage," reimburses a corporation for its loss where the corporation indemnifies its directors and officers for claims against them. B-side coverage does not provide coverage for the corporation for its own liability. The language and conditions of Insuring Clause B typically mirror Insuring Clause A.

Entity Securities Coverage:

Many D&O policies offer an optional coverage to protect the corporation against securities claims. Such coverage provides protection for the corporation for its own liability. Many policies today provide such coverage to the corporation whether or not its directors and officers are also sued; other policies, however, provide such coverage only where the corporation is a co-defendant with its directors and officers. Entity coverage may be part of the policy form as "Insuring Agreement C" or may be added as an endorsement. The addition of entity coverage for securities claims is a relatively new development, and addresses concerns and confusion raised by court rulings regarding allocation. See e.g. Nordstrom, Inc. v. Chubb & Son, Inc., 54 F.3d 1425 (9th Cir. 1995).

EPL Coverage:

Employment Practices Liability ("EPL") coverage also has become a common addition to corporate coverage - often by endorsement to the D&O policy or as a stand-alone policy issued to the company. This coverage typically protects directors, officers, employees and/or the company against employment-related claims brought by employees and, in certain circumstances, specified third-parties. For example, it provides coverage for wrongful dismissals or failures to promote, sexual harassment, and other violations of federal, state or local employment and discrimination laws brought by the company’s employees. EPL claims have also seen a dramatic increase in frequency and severity over the past decade.

Defence Issues:

Most D&O policies do not impose a duty to defend on the insurer. They do, however, provide coverage for defense costs and give the insurer the right to associate with the defense and approve defense strategies, expenditures, and settlements.

Right to Select Counsel:

(A) The D&O insurer cannot impose its choice of counsel on an insured - the insured generally has the right to select counsel, subject to the insurer’s consent. D&O policies typically provide that an insurer may not unreasonably withhold approval of an insured’s choice of counsel. This feature is important to the insured corporation, which typically has developed ongoing relations with corporate and litigation counsel that it would want to use in high-stakes litigation against the company.

(B) Reimbursement and Advancement of Defense Costs Although D&O insurers generally do not have a duty to defend, D&O policies do cover defense costs. The primary questions that arise in connection with the payment of defense costs regard (1) control over the costs incurred and (2) when the insurer must make defense payments. In connection with the first question, although insurers do not control an insured’s defense, under D&O policies they are required to reimburse only reasonable defense costs arising out of covered claims. Thus, an insured or his chosen counsel does not get a blank check.

Whether a D&O insurer must, or should, advance defense costs - that is, pay them as they are incurred - is a common question. Many of the issues affecting coverage cannot be resolved until the claim has been resolved. Specifically, certain exclusions only apply after a finding of fact has been made. For example, as discussed below, policies generally exclude coverage for losses arising out of fraud. The exclusion only applies, however, where there is a final judgment finding fraud. Thus, where fraud is alleged, coverage is uncertain until the completion of the claim. In such situations, insurers may have an interest in not advancing defense costs until coverage is certain. However, insurers have an interest in seeing their insured vigorously defend claims against them. A vigorous defense can be a costly endeavor that may be well beyond the means of an insured. Thus, many policies provide that insurers advance defense costs under the condition that, should the facts ultimately demonstrate a lack of coverage, the insured will reimburse the advanced monies.

Key Provisions and Exclusions:

Twenty years ago, underwriters offered D&O policies based on two basic forms, and courts had seen very few cases in which they were asked to interpret those policies. Today, the number of D&O policy forms and cases interpreting them has multiplied. Although there are trends and standards within the industry, the specific language found in these policies differs from insurer to insurer and from policy to policy. Any coverage analysis must take into account the specific language found in the policy at issue. As a general matter, clear policy language will govern the application of coverage to a particular claim.

Definition of Claim:

Common to all coverages in a D&O policy is that each insuring clause generally provides coverage on a "claims-made" basis. In other words, it provides the coverage described for claims made during the period for which the coverage is purchased. Additionally, the insured typically must report the claim to the insurer during the policy period or within a reasonable time.

D&O policies generally define claim as any (1) civil, criminal or administrative proceeding, or (2) written demand for damages against an insured. Who is included as an insured will depend on which coverages are implicated and how the term is defined in the policy. That is, if it is a securities claim, and the policy so provides, a claim may be made against the company or against a director or officer. If it is an employment claim, and the policy so provides, a claim may be made against the company, a director or officer, or an employee.

Some policies offer more detailed definitions of claim. For example, a policy may state that a civil proceeding includes arbitration, mediation or other alternative dispute resolution. A policy may also explain that an administrative proceeding includes a formal investigation.

Many policies also include limiting a claim to those proceedings or demands made against an insured in his or her capacity as an insured. The capacity issue may be stated directly in the definition of claim, or may be stated in the definitions of "insured" or "wrongful act," either of which may be part of the definition of claim.

Definition of Loss:

Loss generally includes damages, judgments, awards, settlements and defense costs. Loss usually excludes fines or penalties, taxes, treble (or other multiplied) damages, and matters uninsurable under law. Where treble or multiplied damages are assessed, a D&O policy generally will cover the base amount, but not the multiplied portion of the loss. Some policies include punitive and exemplary damages in the definition of loss. Where included, coverage of punitive and exemplary damages explicitly is effective only where permitted by applicable law.

Punitive or exemplary damages:

Some states do not permit punitive or exemplary damages to be assessed at all. See e.g. Distinctive Printing and Packaging Co. v. Cox, 443 N.W.2d 566 (Neb. 1989). Those states that do permit punitive damages to be assessed may not permit insurance against them. See e.g. City Products Corp. v. Globe Indem. Co., 151 Cal. Rptr. 494 (Cal. Ct. App. 1979). Those states prohibiting coverage of punitive damages generally base the prohibition on public policy concerns. The longstanding reasoning is that the assessment of punitive damages is intended to set an example or punish the wrongdoer, and permitting insurance against such punishment would render such punishment ineffective. Id.

Matters uninsurable under applicable law:

Matters deemed uninsurable under law also may be the basis of explicit exclusions elsewhere in a policy. For example, coverage for liability for fraud may be barred by law, as well as by a dishonesty exclusion. As discussed above, coverage for punitive damages also may be barred by law.

Exclusions-

1.   Dishonesty Exclusion:

Dishonesty exclusions bar coverage for claims made in connection with an insured’s dishonesty, fraud, or willful violation of laws or statutes. The dishonesty exclusion also may be coupled with personal profit exclusion, barring coverage in connection with an insured’s illicit gain. These exclusions typically are followed by a severability clause - that is, a caveat providing that the acts or knowledge of one insured will not be imputed to any other insured for the purposes of applying the exclusion. In other words, the exclusion only bars coverage for the insured(s) whose acts or knowledge are the basis of the claim at issue.

In the securities context, the Private Securities Litigation Reform Act of 1995 permits a defendant to request a special verdict from the jury, identifying its judgment of each defendant’s state of mind. PSLRA, 15 U.S.C. 77z-1(d). Although a special verdict would assist in the proper application of the dishonesty exclusion, most securities lawsuits do not reach a verdict at all - they are either settled or decided on motions.

As mentioned above, many dishonesty exclusions include an adjudication clause, which provides that the exclusion only applies if the fraud or dishonesty is established by a judgment or other final adjudication. In connection with this clause, the question arises whether the judgment or other final adjudication must be in the underlying litigation. For the most part, the case law on this subject supports the position that most adjudication clauses, as they currently are written, require a final adjudication in the underlying litigation, rather than in a parallel coverage action or other lawsuit. Courts have held either that (1) the adjudication clause is ambiguous, so must be interpreted in favor of coverage, see e.g., Atlantic Permanent Fed. Sav. & Loan Ass’n v. American Cas. Co., 839 F.2d 212, 216-17 (4th Cir. 1988) (finding the phrase "a judgment or other final adjudication thereof" to be ambiguous, and therefore upholding the district court’s decision against the insurer that the provision requires a finding of deliberate dishonesty "in the underlying action itself, rather than a subsequent coverage suit"), or (2) the clause explicitly requires a finding of fraud or dishonesty in the underlying litigation. See National Union Fire Ins. Co. v. Continental Illinois Corp., 666 F. Supp. 1180, 1197 (N.D. Ill. 1987) (finding that where an adjudication clause requires "a judgment or other final adjudication thereof," that "[t]he word ‘thereof’ refers to the suit against the directors and officers and unless there is a judgment adverse to them in the underlying suit, then the exclusion does not apply"). This issue has a significant impact on the effect of settlements. Essentially, if an underlying lawsuit is settled without a specific admission of liability, a dishonesty exclusion is unlikely to apply.

2.   Insured v. Insured Exclusion:

As the name implies, an insured versus insured ("IvI") exclusion bars coverage for claims made by an insured (e.g., a director, officer or corporate insured) against another insured. In addition, the exclusion may bar coverage for claims brought (1) by anyone directly or indirectly affiliated with an insured, (2) by a shareholder unless the shareholder is acting independently and without input from any insured, or (3) at the behest of an insured. The exclusion essentially prevents a company from suing or orchestrating a suit against its directors and officers in order to collect insurance proceeds. Questions regarding the application of the exclusion arise in the context of derivative lawsuits, bankruptcies and receiverships.

Specifically, it is clear that where a lawsuit is brought with the "active assistance" of an insured, the exclusion bars coverage. See e.g. Voluntary Hospitals of America, Inc. v. National Union Fire Ins. Co., 859 F. Supp. 260 (N.D. Tex. 1993), aff’d 24 F.3d 239 (5th Cir. 1994). It is not always clear, however, when a lawsuit is brought with the indirect involvement of, or at the behest of the insured, and there is very little case law expounding on the issue.

Where the policy only provides coverage for insureds when acting in their capacities as insureds - such as through a restrictive insuring agreement or definition of insured - the IvI exclusion likewise may be interpreted so as to apply only where the insured is bringing suit in an insured capacity. See Howard Savings Bank v. Northland Ins. Co., 1997 U.S. Dist. LEXIS 11857 (N.D. Ill. 1997). Where coverage does not depend explicitly on whether an insured was acting in an insured capacity, however, the IvI exclusion does not turn on the capacity issue either. See Kiewit Diversified Group Inc. v. Federal Ins. Co., 999 F. Supp. 1169 (N.D. Ill 1998).

Courts have held that where suit is brought by the receiver of a failed bank, an IvI exclusion bars coverage. Mount Hawley Ins. Co. v. FSLIC, 695 F. Supp. 469 (C.D. Cal. 1987); but see FDIC v. American Casualty Co., 814 F. Supp. 1021 (D. Wyo. 1991). Depending on the particular wording of the exclusion, some courts have held that an IvI exclusion does not bar coverage for a suit brought by a bankruptcy trustee. In re Pintlar, 205 B.R. 945 (Bankr. D. Idaho 1997); but see Reliance Ins. Co. v. Weiss, 148 B.R. 575 (E.D. Mo. 1992).

3.   Professional Liability Exclusion:

As a general matter, D&O policies do not provide coverage for liability associated with the provision of professional services. Thus, where a bank officer is liable for acts as a banker rather than an officer of the bank, a D&O policy with a professional liability exclusion would not provide coverage. Similarly, where a doctor is the president of a professional corporation, the D&O policy would only protect him or her against liability from acts as president of the corporation, and would not provide coverage for professional malpractice claims. The line between professional services and acts outside the scope of this exclusion can be a fine one. Courts often draw a distinction between those acts that require special training or are at the heart of the profession and those acts that are administrative in nature. See e.g. Harad v. Aetna Cas. and Sur. Co., 839 F.2d 979 (3d Cir. 1988).

4.   Prior Acts Exclusion:

Prior acts exclusions bar coverage for claims arising out of an insured’s wrongful acts prior to a specified date. The date may coincide with the termination of coverage under a previous policy. The date may also coincide with a change in corporate status - such as a merger or acquisition. For example, where a subsidiary is acquired, the prior acts exclusion may exclude coverage for the subsidiary prior to the time it became a subsidiary. In such situations, the subsidiary may have run-off coverage from a previous policy to protect against liability arising from those excluded acts.

5.   Prior and Pending Litigation Exclusion:

Prior and pending litigation exclusions generally exclude coverage for (1) claims pending prior to the inception of the policy, or another agreed upon date, and (2) subsequent claims based on the same facts or circumstances. Conflicts primarily arise regarding the second component of this exclusion. Specifically, the question arises as to when a subsequent claim is based on sufficiently overlapping facts and circumstances to fall within the scope of the exclusion. Courts have held that the two claims need not be brought by the same plaintiffs to trigger the exclusion. See e.g., Unified School Dist. No. 501 v. Continental Cas. Co., 723 F. Supp. 564 (D. Kansas 1989) (finding exclusion applied where new plaintiffs brought new claims). Furthermore, the claims can allege different harms, and still be excluded from coverage by this provision. See, e.g., Ameriwood Indus. Int’l Corp. v. Am. Cas. Co. of Reading, Pennsylvania, 840 F. Supp. 1143 (W.D. Mich. 1993) (rejecting argument that allegation of different legal claims prevented operation of exclusion). The exclusion additionally may apply even if the two claims allege different legal violations, or are brought in different courts and pursuant to the authority of different jurisdictions. See, e.g., Bensalem Township v. Int’l Surplus Lines Ins. Co., 91-5315, 1992 U.S. Dist. LEXIS 8243 (E.D. Pa. June 15, 1992) (applying exclusion where prior claims sought relief for violations of Pennsylvania law and later claims sought relief for violations of federal law), rev’d on other grounds, 38 F.3d 1303 (3d Cir. 1994).

Meaning of Director as per the Companies Act, 1956:

A company is a legal entity and does not have any physical existence. It can act only through natural persons to run its affairs. The person, acting on its behalf, is called Director.

Section 2(13) of the Companies Act, 1956, defines a Director as any person, occupying the position of Director, by whatever name called. They are professional men, hired by the company to direct its affairs. But, they are not the servants of the company. They are rather the officers of the company.

The definition of Director given in this clause is an inclusive definition. It includes any person who occupies the position of a director is known as Director whether or not designated as Director. It is not the name by which a person is called but the position he occupies and the functions and duties which he discharges that determine whether in fact he is a Director or not. The function is everything; name matters nothing. So long as a person is duly, appointed by the company to control the company’’s business and, authorized by the Articles to contract in the company’’s name and, on its behalf, he functions as a Director.

The Articles of a company may, therefore, designate its Directors as governors, members of the governing council or, the board of management, or give them any other title, but so far as the law is concerned, they are simple Directors.

Meaning of Liability:

The word liability has two general connotations. In business law, liability refers to the responsibility for a company’s debt or other obligations. Some forms of business organization, such as a sole proprietorship, have unlimited liability, meaning that the owner is personally responsible for the debts and obligations of the business, and lenders or courts may look to the owner’s personal assets for payment of these obligations. Limited liability organizations, such as corporations, allow lenders and courts to only seize the assets of the business rather than the assets of the owners.

 

However, liability is more frequently used in an accounting sense, where the word refers to a claim on a company’s assets. Technically, a liability is a required transfer of assets or services that must occur on or by a specified date as a result of some other event that has already occurred.

Why liability matters?

Information about a company’s liabilities is a key component of accurate financial reporting and a crucial part of thorough financial analysis. Although the Financial Accounting Standards Board, the Securities and Exchange Commission, and other regulatory bodies define how and when a company’s liabilities are reported, and although liabilities make up a significant portion of the balance sheet, not all liabilities are required to appear on the balance sheet. Therefore, analysts must also carefully study the notes to a company’s financial statements.

 

Excessive liabilities can ruin a company, but they are not always detrimental. Liabilities often represent the company’s ability to defer cash outlays, allowing it to use that cash for other, possibly more profitable purposes until the obligation is due. The use of debt financing can magnify profits that would have otherwise gone unrealized.

Liability of directors under the Companies Act, 1956

 Position of director:

The directors are the custodian of the interests of the shareholders. Their position is fiduciary vis-à-vis the Company. The directors must exercise their power for the benefit of the Company. There exists a relationship of a trustee and trust between the directors and the shareholders of the Company. The directors have been held trustees of the assets of the Company and in many cases the courts have directed them to reimburse the loss to the Company, where it was found that directors have applied the Company’s money in payment of an improper commission.  Each section also specifies the penalty to be paid in case of default, imprisonment or both.

The strictness with which the courts view the responsibility and the sacredness of the trust reposed in the directors had been  emphasized in many cases. Their position has further changed in the era of Corporate Governance to the extent that the directors have to protect the interests of not only the shareholders but also other stakeholders.

In this article an attempt is made to define the extent and scope of liabilities of Directors viz. Managing Director, Working Director and an ordinary Director under the Companies Act, 1956.

Liabilities of Directors:

The liabilities of the directors vary according to the status of the Company i.e. whether the Company is private or public. But in all cases in discharging the duties of his position, he must act honestly, carefully and without any negligence. The various liabilities of directors under the companies Act, 1956 may be summarized as under:

1. Filing of various documents with Registrar of Companies:

a) Annual Return within 60 days of the annual general meeting.

b) Balance Sheet within 30 days of laying the accounts at the annual general meeting.

c) Return of Allotment of Shares in Form No. 2 within 30 days of Allotment of shares.

d) Change in Directors / Secretary (Appointment / Re-appointment /Cessation/ Resignation etc.) in Form No. 32 within 30 days of such change.

e) Registration of certain resolutions and agreements u/s 192 in Form No. 23 within 30 days of passing of such resolutions etc.

f) Creation & modification of charges in Form No. 8 & 13 and Satisfaction of charges in Form No. 17 & 13, within 30 days of creation, modification and satisfaction respectively.

2. Holding of various Meetings under Companies Act, 1956:

a) Board Meeting:

b) Annual General Meeting

c) Extra-ordinary General Meeting

3. Maintenance of Statutory Books under Companies Act, 1956:

a) Minutes Book: for Board meeting and General meetings separately u/s 193.

b) Register of Members : showing name, address and occupation of each member, the  share held including the distinctive numbers, the amount paid on the shares etc.u/s 150/151

c) Register of interested Directors etc. : showing the required particulars u/s 301

d) Register of Directors, Managing Directors and Secretary : showing the required particulars about them etc. u/s 303

e) Register of Directors, Managing Directors and Secretary shareholding: showing the required details about shareholding etc. u/s 307.

f) Register of Charges: showing the particulars of charges on the assets of the company u/s 143.

g) Register of Investments showing particulars of investment u/s 49/ 372A.

h) Register of Transfer of Shares: along with details relating to the transferor and the transferee and the No. of shares transfer etc.

4. Liability for negligence

5. Standard and degree of care and skill

6. Special Statutory Protection against Liability [S.633]

7. Fiduciary Duties

1.Directors as Officers in Default:

a) . Acceptance of public deposit

Directors and Officers Liability Insurance

(often called D&O) is insurance payable to the directors and officers of a company, or to the corporation itself, to cover damages or defense costs in the event they are sued for wrongful acts while they were with that company.

Typical sources of claims include shareholders, shareholder-derivative actions, customers, regulators, and competitors (for anti-trust or unfair trade practice allegations).

Directors and Officers Liability insurance is commonly purchased with a companion product "Corporate Reimbursement Insurance" (or "Company Reimbursement Insurance"). When purchased together, a single insurance policy is normally issued which is entitled "Directors and Officers Liability and Company Reimbursement Insurance". Modern Directors  & Officers policies now frequently include cover for the Company Entity itself as well as Employment Practice Liability.

D&O insurance is usually purchased by the company itself, even when it is for the sole benefit of directors and officers. Reasons for doing so are many, but commonly would assist a company in attracting and retaining directors. Where a country’s legislation prevents the company from purchasing the insurance, a premium split between the directors and the company is often done, so as to demonstrate that the directors have paid a portion of the premium.

A common misperception of D&O insurance is that it makes directors or officers able to engage in acts they know to be wrong; this is not the case. Intentional acts are not covered in D&O insurance. Only negligence by directors or officers would be covered.

In a recent spate of litigation, a number of adverse court verdicts regarding the liability of directors and officers of companies to a third party were passed where the directors and officers were held personally liable for payment of compensation to the third party. Ordinarily, the directors and officers are bound by duty towards the company itself, shareholders, employees, creditors, customers, competitors, members of the public, government and other regulatory bodies. Any breach or non-performance in the duties can result in claims against the companies and/or its directors of the company by reason of any wrongful act in their respective capacity. The Directors’ and Officers’ Liability Insurance policy has been designed specifically to meet any financial liabilities imposed upon them.

This policy is necessary for directors and officers of every company if they wish to avoid potential litigation owing to-

Failure of supervision. Inaccuracy in statements of financial accounts. Lack of judgement and good faith. Mismanagement of funds. Mis-statements in prospectuses. Allotment of shares. Unauthorised loans or investments. Failure to obtain competitive bids. Imprudent expansion resulting in a loss. Using inside information. Unwarranted dividend payment, salaries or compensation. Misleading statements filed with the stock exchange. Misrepresentation in acquisition agreement for the purchase of another company. Wrongful dismissal of an employee.

Risks covered:

This policy covers all claims made in event of-

Mergers, takeovers and divestment. Liquidation. Changes in control of shareholding. Share issues. Shareholder claims. Misdeeds of co-directors. Trustee accountability and responsibility. Customs and excise allegations. Administrative liabilities. Termination of employment. Disposal of old firm/ entry of new owners. Miscellaneous litigation.

Compensation Offered:

The extent of indemnity being severely restricted by the Companies’ Act will reimburse the extent of legal costs expended only if the Director/ Officer successfully defend the act taken against him.

Also, coverage is available on a ‘claims made’ basis and applies only to claims made against the Board of Directors during the policy period, irrespective of when the wrongful act occurred.

The cover applies to-

Liabilities arising from any claim made against Directors and/ or Officers of the company by reason of any wrongful act in their respective capacity. Liabilities against the company where it is required to indemnify the Directors/ Officers pursuant to common or statutory law provisions or Memorandum and Articles of Association. The company and its subsidiaries that are under the common control of the Directors/ Officers.

Exclusions:

The policy will not pay for the losses arising from any claim. Prior and pending litigation and claims submitted under previous policies. Bodily injury, sickness, disease, emotional distress, death, damage or destruction of tangible property including loss.  Insured v/s Insured. viz. Directors suing each other. Illegal personal profit and remuneration. Deliberate, dishonest or fraudulent acts. Pollution and/ or contamination. Insider trading. Outside directorship (can be covered with specific information).

This policy is offered by:

National Insurance Company Ltd. (NIC) The Oriental Insurance Company Ltd. (OIC) United India Insurance Company Ltd. (UIIC) The New India Assurance Company Ltd. (NIAC) Directors & Officers Liability is the liability (or exposure to litigation) of corporate board members and officers arising out of their actions pertaining to their management duties of the corporation. Directors & Officers Liability Insurance insures the personal assets of corporate board members and officers [as well as the company's corporate assets] from lawsuits arising out of their capacity as directors or officers of the cooperation.

What are the responsibilities of Corporate Boards?

Review & authorize major corporate actions. Advice & counsel management on corporate decisions. Review & oversee proper audit procedures. Review the Cooperation’s investments. Stay informed about the Corporation’s financial status and legal developments.

Assist management in decision-making Verify the Corporation is in compliance with all applicable statutes, regulations & laws. Monitor management’s performance.

Directors & Officers of corporations are responsible for the affairs of their companies. They must use good faith and prudent judgment in their service to the corporation. Directors & Officers have certain duties and responsibilities when acting in the service of the corporation. These duties are, as follows:

General Duties - Directors & Officers must act in good faith and prudent judgment in their service to the cooperation.

Common Law Duties - The following are the common law duties-

Duty of Loyalty - Directors  & Officers must avoid conflicts of interest, self-dealing, and misuse of corporate assets.

Duty of Obedience -Directors  & Officers must act within the boundaries established by statute, corporate charter or by-laws, and written policies and procedures.

Duty of Diligence and Care - Directors  & Officers must conduct themselves with the care that an ordinary person would exercise under similar circumstances and in similar capacities.

Statutory Duties - There are several laws and statutes that regulate the actions and decisions of Directors  & Officers.

Securities Laws Anti-Trust Laws Employment Laws ERISA Violations Racketeering Laws Tax Laws Environmental Laws Intellectual Property & Patent Laws State Corporation Laws

Business Judgment Rule - Directors & Officers have historically been protected from personal liability against them by a legal principal known as the Business Judgment Rule. This legal principal shields corporate directors & officers by applying the rule for mistakes in judgment (i.e. second-guessing). As long as the director or officers has acted according to the duties of loyalty, obedience and diligence, then the director or officer may be protected by the Business Judgment Rule.

Directors & Officers Liability Claims:

Directors & Officers of both Public and Private Companies face legal liabilities in their service to the corporation. The claims experience between the two varies. Public Companies experience more frequency and severity of claims related to shareholder issues, while both Public and Private Companies face similar experience for Employment Related Claims. Below is a partial list of typical claimants:

Shareholders Employees Creditors Customers/Clients Competitors Government Regulatory Agencies

There are three categories of protection against personal liability of Directors & Officers of corporations:

Indemnification:

The corporation may indemnify their directors & officers for litigation. This is usually accomplished by incorporating an indemnification clause in the corporate by-laws or by a separate written indemnification agreement. Indemnification is also often available and governed through state law. Some conduct by the directors & officers is not indefinable, such as dishonest/illegal acts or intentional misconduct. Indemnification may not be available to directors & officers in cases of financial insolvency or bankruptcy.

Common Law and Statute:

Business Judgment Rule - Courts may apply the Business Judgment Rule to protect directors & officers from personal liability.

Liability-Limiting Statutes - some state and federal laws provide limitation of liability in certain cases.

Insurance Coverage:

Insurance provides protection for individual directors & officers when the corporation is not permitted to indemnify or financially unable to indemnify the directors & officers.

When the corporation does indemnify, D&O insurance will Pay On Behalf Of or indemnify the corporation for payments made to the directors & officers.

In some cases, coverage may be provided for the corporate entity, in cases where the corporation is being held liable. D&O insurance provides Balance Sheet Protection for the corporation. Insurance allows the corporation to transfer risk from its own balance sheet to that of the insurer.

D&O insurance helps the corporation attracts and retain quality board members.

Bhopal disaster Case, AIR 1990 SC 273:

The Bhopal disaster was an industrial disaster that occurred in the city of Bhopal, Madhya Pradesh, India, resulting in the immediate deaths of more than 3,000 people, according to the Indian Supreme Court. A more probable figure is that 8,000 died within two weeks, and it is estimated that an additional 8,000 have since died from gas related diseases.

The incident took place in the early hours of the morning of December 3, 1984, in the heart of the city of Bhopal in the Indian state of Madhya Pradesh. A Union Carbide subsidiary pesticide plant released 42 tones of methyl isocyanate (MIC) gas, exposing at least 520,000 people to toxic gases. The Bhopal disaster is frequently cited as the world’s worst industrial disaster The International Medical Commission on Bhopal was established in 1993 to respond to the disasters.

Background and causes:

The Union Carbide India, Limited (UCIL) plant was established in 1969 near Bhopal. 51% was owned by Union Carbide Corporation (UCC) and 49% by Indian authorities. It produced the pesticide carbary (trademark Sevin). Methyl isocyanate (MIC), an intermediate in carbary manufacture, was also used. In 1979 a plant for producing MIC was added to the site. MIC was used instead of less toxic (but more expensive) materials, and UCC was aware of the substance’s properties and how it had to be handled.

During the night of December 2-3, 1984, large amounts of water entered tank 610, containing 42 tones of methyl isocyanate. The resulting reaction generated a major increase in the temperature inside the tank to over 200°C (400°F), raising the pressure to a level the tank was not designed to withstand. This forced the emergency venting of pressure from the MIC holding tank, releasing a large volume of toxic gases. The reaction was sped up by the presence of iron from corroding non-stainless steel pipelines. A mixture of poisonous gases flooded the city of Bhopal. Massive panic resulted as people woke up in a cloud of gas that burned their lungs. Thousands died from the gases and many were trampled in the panic.

Theories for how the water entered the tank differ. At the time, workers were cleaning out pipes with water, and some claim that because of bad maintenance and leaking valves, it was possible for the water to leak into tank 610. UCC maintains that this was not possible, and that it was an act of sabotage by a "disgruntled worker" who introduced water directly into the tank However, the company’s investigation team found no evidence of the necessary connection.

The 1985 reports give a quite clear picture of what led to the disaster and how it developed, although they differ in details.

Factors leading to this huge gas leak include:

The use of hazardous chemicals (MIC) instead of less dangerous ones Storing these chemicals in large tanks instead of several smaller ones Possible corroding material in pipelines Poor maintenance after the plant ceased production in the early 1980s Failure of several safety systems (due to poor maintenance and regulations)

Plant design and economic pressures to reduce expenses contributed most to the actual leak. The problem was then made worse by the plant’s location near a densely populated area, non-existent catastrophe plans, shortcomings in health care and socio-economic rehabilitation, etc. Analysis shows that the parties responsible for the magnitude of the disaster are the two owners, Union Carbide Corporation and the Government of India, and to some extent, the Government of Madhya Pradesh.

Compensation from Union Carbide:

The Government of India passed the Bhopal Gas Leak Disaster Act that gave the government rights to represent all victims in or outside India. UCC offered US$ 350 million, the insurance sum. The Government of India claimed US$ 350 billion from UCC. In 1989, a settlement was reached where UCC agreed to pay US$ 470 million (the insurance sum, plus interest) in a full and final settlement of its civil and criminal liability. When UCC wanted to sell its shares in UCIL, it was directed by the Supreme Court to finance a 500-bed hospital for the medical care of the survivors. Bhopal Memorial Hospital and Research Centre (BMHRC) was inaugurated in 1998. It was obliged to give free care for survivors for eight years.

Legal proceedings leading to the settlement

On 14th December 1984, the Chairman and CEO of Union Carbide, Warren Anderson, addressed the US Congress, stressing the company’s "commitment to safety" and promising to ensure that a similar accident "cannot happen again". However, the Indian Government passed the Bhopal Gas Leak Act in March 1985, allowing the Government of India to act as the legal representative for victims of the disaster, leading to the beginning of legal wrangling.

March 1986 saw Union Carbide propose a settlement figure, endorsed by plaintiffs’ US attorneys, of $350 million that would, according to the company, "generate a fund for Bhopal victims of between $500-600 million over 20 years". In May, litigation was transferred from the US to Indian courts by US District Court Judge. Following an appeal of this decision, the US Court of Appeals affirmed the transfer, judging, in January 1987, that UCIL was a "separate entity, owned, managed and operated exclusively by Indian citizens in India". The judge in the US granted Carbide’s forum request, thus moving the case to India. This meant that, under US federal law, the company had to submit to Indian jurisdiction.

Litigation continued in India during 1988. The Government of India claimed US$ 350 billion from UCC. The Indian Supreme Court told both sides to come to an agreement and "start with a clean slate" in November 1988.[Eventually, in an out-of-court settlement reached in 1989 , Union Carbide agreed to pay US$ 470 million for damages caused in the Bhopal disaster, 15% of the original $3 billion claimed in the lawsuit. By the end of October 2003, according to the Bhopal Gas Tragedy Relief and Rehabilitation Department, compensation had been awarded to 554,895 people for injuries received and 15,310 survivors of those killed. The average amount to families of the dead was $2,200.

Throughout 1990, the Indian Supreme Court heard appeals against the settlement from "activist petitions". Nonetheless, in October 1991, the Supreme Court upheld the original $470 million, dismissing any other outstanding petitions that challenged the original decision. The decision set aside a "portion of settlement that quashed criminal prosecutions that were pending at the time of settlement". The Court ordered the Indian government "to purchase, out of settlement fund, a group medical insurance policy to cover 100,000 persons who may later develop symptoms" and cover any shortfall in the settlement fund. It also "requests" that Carbide and its subsidiary "voluntarily" fund a hospital in Bhopal, at an estimated $17 million, to specifically treat victims of the Bhopal disaster. The company agreed to this. However, the International Campaign for Justice in Bhopal notes that the Court also reinstated criminal charges.

M.C. Mehta v. Union of India, AIR 1987 SC 965 (Oleum Gas Leak Case):

The case of M.C. Mehta v. Union of India originated in the aftermath of oleum gas leak from Shriram Food and Fertilizers Ltd. complex at Delhi. This gas leak occurred soon after the infamous Bhopal gas leak and created a lot of panic in Delhi. One person died in the incident and few were hospitalised. The case lays down the principle of absolute liability and the concept of deep pockets.

Directors Liability Insurance in Canada:

Directors & Officers liability Insurance is a claims made policy which covers the Directors, Officers, and Employees for their exposure as D’s & O’s for the manner in which they conduct the affairs of the Association. The policy covers defense costs, wrongful acts, and administrative errors and omissions.

Coverage’s:

Insured’s Liability Insurance- pay on behalf of the Insured all loss for which the insured is not indemnified by the Entity (even by reason of the Entities Insolvency) and for which the Insured shall become legally obligated to pay because of a wrongful act committed in the discharge of Administrative Duties. Directors & Officers Indemnification Insurance - The Insurer agrees to pay on behalf of the Entity all loss for which the Entity shall be required by law, it’s articles of incorporation or its by-laws to indemnify the Directors & Officers. Penal Defense Costs - will reimburse a D & O, if found innocent, of criminal charges which result from his/her administrative activities within the Entity.

Limits of Insurance:

Coverage A & B- $1,000,000 per loss $10,000,000 per year The annual aggregate is split among 6 provinces

Conclusion:

In the contemporary liberalization global business environment, the role of the director and officer of a company is becoming more significant. The new dimension of the corporate governance is warrant more transparency in the corporate transaction. In the process, the director and officer of the board to shoulder specific duties and responsibilities. Any lopes in their performance may be fatal to the company and shareholder of the company. The company have to pay for it. The alternative available to companies to protect form such liability is insurance. The director and officer insurance provide protection to the company, the director and officer to come out of the tangle litigation . The director and officer are getting and more exposed to variety of legal liability in the increasingly litigious corporate world. Their duties and responsibilities have further multiplied due to specific requirement for good corporate governance. But there are lot of litigations and constraints on the part of the directors to be always vigilant so that they can always take right decision to ensure the best performance of the company. The major constraints come form macro factors like market risk, technology risk, political risk or financial risk where they do not have any control.

So they are porn to make mistakes and commit wrongful act in some case. For wrongful act they are liable to stakeholders under the best practice of the corporate governance. The director and officer liability insurance policy help the directors and the to company transfer such the risk and legal liability to professional fund mangers.

                          

Most of the companies not aware of the availabilities insurance protection against the risk of corporate liability. the promoter director and officers are not aware of the extent of the coverage available to them. The gaps in the awareness about the availability of legal protection are causing damages to the companies. With the lack of knowledge of indemnification and protection of the director and officer of the company, the Memorandum and Article are silent on the issue the protection of the directors and officer of and their indemnification. because of this, the director and officer face various litigation and fixed with the personal liabilities. As such its essential, which preparing the memorandum and article of Association, to incorporate the clause relating to protection of their director and officer form their liability.

The people governing the companies should also know the extent of the coverage available under the director and officer polices. They do not protect the liabilities arising out of fiduciary relationship and the personal liabilities. to protect the directors and officer form their personal liabilities. To protected directors and officer form their personal liabilities arising due to discharging of statutory duties of companies, the company should either incorporated the clause in the Memorandum and Article, or purchase separate polices to cover personal liabilities. The company should have awareness about their fact excluding and inclusion clause in the director and officer polices. The company should understand the required extent of legal protection to director and officer, and purchase the director and officer polices to that extent. If they fail in understanding the policy they purchase of fail the required policy, the protection may not be available to the companies for which they planned and the court may impose penalties or order payment of damages either by the companies or the director and officer of the companies, in the personal capacities, thus the understanding the director and officer policy and their coverage is an important element

In Indian aware relating director and officer insurance [polices are and their coverage is very low. The concept of the good governance and social responsibility of the companies are exposing the director and officer to various risk. The director and officer made accountable to the inrnal and external people and to society and government. in the complex business environment , the director and officer require protection at every phase. As such the company should come forward to help them out of the problem. If the no people will be afraid of taking the position of the director and officers. The investors, creditors, supplier who are dependent of the company also suffer losses.

In the present corporate environment the role of the director more crucial. If the independent director ask to compensate stake holder and companies for the failure of a business taken by the board of the director, no one come forward to involve in the management of the company . As the are not spared form the liabilities claim, the company have to forego the expertise of independent director, and they should exclude form the liability or should have strong protection form available liabilities.

The director and officer polices liabilities are more costly. There is different product designed by different insurance companies in India and abroad. The Indian multinational companies operating across the global have to inevitable purchase director and officer insurance and other professional indemnity polices to save the interest of the stakeholders. While purchasing the polices company should the right insurance polices to cover the required liabilities. While selecting the polices of every company and its directors should understand the nature of their business, excepted possible litigation and liabilities. Probable claimant extent of the cost and expenditure either to file or defend the suit , the applicable existing local and national law, the hierarchy of the court, the mood and attitude of the court to such issue, to possible fraud and moral hazard in the area. After  understanding the requirement   director and officer polices can be purchased to that affect. Once the police purchased the company and CEOs should read the policy cautiously and understand the term and condition of the policy.



Sell and Rent Back

 

There are many different types of office chairs to choose from. When you look at online stores or retail stores that sell office chairs, you likely feel a little daunted with the number of choices that are available. To the casually observant eye, office chairs can look very similar. There does not seem to be much difference other than color and material, and little difference in shape and size.

 

However, there are actually quite a few differences in office chairs, even if they are not obvious or easy to spot, and choosing the right one for your office space can really make a difference in comfort, style and appearance.

 

Some of the main choices to start with are the type of office chair you are looking for. You can choose from a swivelling task-only office chair, which are not meant to be sat in for periods of time, a secretarial chair, which is an ergonomic chair that is designed for long periods at an office desk, and executive office chairs, which are luxurious and pronounce very loudly that the boss sits in that chair!

 

From there, you can also choose from low back, mid back and high back office chairs, depending on your own personal choice for comfort. Chair back heights are usually only optional in swivel chairs. There are also options in chair arms, from none at all to adjustable heights.

 

The best place to start is to consider where you will be using the chair and how you will be using it. For people who will be sitting at a desk for longer periods of time, ergonomic chairs, which are constructed to be perfectly positioned, reducing strain and comfort issues.

 

If you are choosing a chair for an executive position, you will want to choose a plush executive chair. These office chairs are often high backed and upholstered in luxurious materials, primarily high quality leather.

 

For receptionist positions or other office positions, ergonomic is the way to go, coupled with swivel capabilities. For many office positions, especially secretaries and receptionists, the chair needs to be able to move around easily. You would also want to consider a chair with no arms or adjustable arms so that the employee is not restricted in their movements.

 

Lumbar support is another important factor to consider, especially for people who will remain at a desk in the same position for quite some time. You will need to choose a chair that has a high back or mid back height and has good back support. Adjustable height is also important because many people sit at a high desk, and require a lot of lift for their chair.

 

For color choices and material choices, there are many. Finding a chair that fits with your décor in your office space should not be too hard. Gone are the days where office chairs are only black in color, you can choose from a variety of fresh colors to match your room’s color. Subsequently, your material choices range from cotton to leather and everything in between. Depending on the usage level of your chair, you will want to choose higher quality upholstery that will stand the test of time and not wear out before the chair mechanics do.

 

With many chair choices available, it can be a daunting task. By taking your search online, you can easily compare chairs for price, color and options. However, one of the difficulties is to ‘feel’ the chair before you buy it by sitting in it and getting a feel for how well it fits you. A good option is to stay with neutral, ergonomic chairs that offer some adjustability, or, you can head to a retail store and sit in a few office chairs and get an idea of the type and style of chair you want to purchase. Shopping online for the perfect office chair can save you quite a bit of money and may offer you the option of a higher quality chair than if you shop retail.

 

Choosing an office chair can be quite a personal decision, not one that most people think of in that light. However, if you spend a lot of time in your office chair, whether at work or in your home office, purchasing the right chair can make a big difference. A comfortable office chair can mean the difference between being happy in your job and feeling uncomfortable throughout the workday.

 

If you find that you are often tired and sore after your long day, even though you sit the majority of the time you are at work, look to your office chair as the culprit. Sometimes even a change in your office chair can revamp your whole outlook on your job. Take a good look at the office chairs available, take a few for a spin and choose the office chair that is right for you and your space.



Sell and Rent Back

Decorating the Lobby Or Entrance Area / Greeting Area Of Your Office

First impressions say a lot. A first impression can make your office seem younger, fresher, more professional, or conservative. The first thing that people see when they walk through the door will help them to make up their minds about who you are and how well you do what you do. Therefore, if you feel like you don’t want to invest in office furniture for your employees, such as desks, chairs, and computers, make sure to invest well in your reception area. If you have to budget, try to make your price cuts in the back of the office and not the front.

There are many places that sell a variety of furniture, from fun to distinguished, but your best chance is to find something online. Unless you live in a very populated city, it will be hard to find a retailer that can suit your needs. So, where do you start? Alibaba.com is sort of like EBay, but without the bidding. The company is an exporter of goods in different countries around the world. They have products in every category, but as far office furniture, you may be able to find a hard-to-get-item at a lower price. Another company, based in the UK, is Somercort. They carry everything from fast food counters to office accessories. They do provide free delivery and installation if you live within the UK, but if you don’t, you can still order hard to find items from this company and they will help you to locate what you need.

If you are looking for a more modern spin on your reception station, there are so many revolutionary designs out there. Spacify.com specializes in modern contemporary furniture with sleek, clean lines. They have more retro furniture including a computer workstation that looks like a flower from an aerial view with glass and wood combined. The company will offer free shipping, and they have a catalog that is downloadable with Adobe Acrobat software. Another choice is modernoffice.stores.yahoo.net. They have many different reception desks that range in prices from $1200 to $4000. They also carry sofas, recliners, and tables for waiting areas, so you can one stop shop with this store. They do have a catalog, and you can join their mailing list if you are not ready to make a commitment right away.

When you get done with buying your reception desk, you might want to think about your waiting area. Most people choose sofas, chairs, and coffee tables. The more comfortable that your waiting area is, the less likely people will become irritated with waiting. There are several places that can offer your place of business with comfortable and style. For sofas, most people will go with a nice leather sofa. The wear seems to be more minimal than a cloth sofa, and even though we are talking about adults, there will be the occasional spill of coffee, tea, etc. If you are looking for an overstuffed sofa, which will be more comfortable than a standard sofa, try Overstock.com. Overstock has very low shipping rates, for instance this sofa has a shipping price of $2.95. Their overstuffed, leather sofa only comes in brown and costs $2,399, which is the lowered price from the original $4,399, allowing you to save 45%. The sofa is a low inventory item and will sell out periodically, so make sure that you have a back-up sofa in mind. Overstock also has a feature, which will allow a salesperson to assist you with your shopping needs online. If you don’t want your guests to get too comfortable, you may want to pass up comfort for sophistication. High Point makes a sofa (product # 53544) by the Chesterfield Collection that is literally all business (it is even called the Leather Reception Sofa). The sofa is $2,295 and comes in a variety of colors including Mahogany, Midnight, Blackberry, and Black. Make sure that you check the colors before you order because they may not match with their name. For example, one might assume that blackberry is black when, in fact, it is a deep shade of red. The High Point Sofa, along with other executive choices can be found at Nationalbusinessfurniture.com. If you are craving a more retro, contemporary choice to take over your office dÈcor, don’t worry; this style is becoming more and more popular. You cannot beat Scandinavian furniture when you want modern. There are many Scandinavian furniture retail outlets nationwide, but if you still want to browse online, try visiting Scandinaviandesigncenter.com. This site has great sofas, like the Kennedy sofa for $3,517.65, and it comes in black, grey, pink, orange, and aubergine. Another piece that screams style is the BD: 5 Easy Chair, which is by designer Bjorn Dahlstrom, and it comes in fabric or black leather for $2,375. Office furniture can be very expensive, but you should decide how you want to allocate your company’s funds before you blow all of your money on a reception desk or a sofa.

The next thing that you need to decide for your reception area is what type of tables you are going to buy. The trick with office coffee tables is that you want them to look expensive without having to spend a lot of money. People are going to literally beat up the wooden furniture in your lobby, so don’t waste time spending excessive amounts because you are going to have to replace the tables more often than you do any other piece of furniture. Office Liquidators is a company out of Boulder, Colorado that sells new and used furniture. You can look at their showroom online, or you can call in an order that you want. Another obvious choice is to shop at Home Depot or Staples to get a laminate or stained table. You can always put accessories on the tables such as lamps, magazines, brochures, or vases, and no one will notice whether the table is real oak or cherry. Most people try to keep themselves busy while waiting to be seen. Another retailer that offers discounted furniture is abcoffice.com. They actually have a specific category that is set aside for lobby seating and tables. They are worth checking out, but again, remember that you get what you pay for. If you have your heart set on spending a lot of money, or if you have to because the rest of the furniture looks so expensive, try a furniture store. Even though furniture stores cater to the home environment, they do have nice, solid furniture that often times comes with warranties and discounts. However, you should take into account the size of your business because ordering in bulk from a furniture store will get costly very fast. If you need a modern look to go with all of the mod, retro furniture in your lobby, you have to try spacify.com. Granted, spacify can be expensive, but if you want to try them, a coffee table or an end table would be a good thing to try from their company without having to pay a lot.

Obviously, everyone is on the quest to find the best accent pieces for their business. You can try places that are generic like Pier 1, Target, or Pottery Barn. However, be careful with the artwork. If you are a collector, and a true admirer of art, then you can appreciate a good selection of artwork. Artprintcollecton.com is a perfect site if you want your artwork to appear more like an authentic piece of work because their prints are framed canvases. They will not come with a glass or acrylic finish, and they have themes such as photography, floral, humor, and nautical. If you want a poster imitation try the website allposters.com, and choose from over 50,000 selections. Remember that when you frame a print, you should have it matted, which will give the appearance of a real painting and not just a print. Make sure that you bring the matte in as close as you can to the actual picture.

If you have ever been a customer, of any kind, you know what kind of impression a lobby area can make. It is the equivalent to going to a bathroom in a restaurant and comparing it to how clean the place is. Generally, people will be in a better mood the more comfortable that they are. It is hard for people to escape their human nature and judge what they see. Make sure to remember that where you greet, stick, and hold people says a lot about your workplace and what you can offer as a company, whether you like it or not.



Sell and Rent Back

Virtual offices are getting more and more popular in this world of cost cutting efforts and internet capitalisations. What was once considered integral in a company’s business strata now is a bane to business because of their high costs and restrictive contracts. Many have turned to virtual offices for their office solutions as they pay only as much as they use - meaning this is a commodity that is highly liquid and thus poses no risk as a long term economic hindrance. There are many things to look out for in a virtual office and here are just some of the key features that you must take not of.

Virtual offices must be cheap first and foremost and be wary of those whose price tags fall above the line of sensible pricing. The market is full of companies who offer virtual office suites in competitive package but have a look at the list of services that they provide. While some bundle everything into a single package that is non-customisable, you might be paying for things that you do not need or serve no impact to the business that you are doing. Always choose what you need and compare prices. The basic things that any user needs are a registered address where mail can be sent, a centralised fax system and accompanying fax number, a highly competent and trained receptionist who will be taking all your calls and orders and perhaps an auto reply system integrated into an after hours call system. These are essential and if the virtual office company is offering you anything less, I advise you not to take it at all. Also give a pass to those offices who do not provide a receptionist as the voice behind the company, especially when your business keeps you mobile and busy at all times. Clients and consumers do not like the cold machine like auto reply system and one aspect of a successful business is one that maintains that human touch within its structure. Also, especially if your business requires the use of a physical meeting room, ensure that the company you are signing up with can provide such facilities at the turn of a coin. What I am trying to sell here is that when looking for a virtual office is it should be customisable and provide you with a integrated communications solutions to cater to all your needs.

In the end of the day, you also have to ask, is it suited to the nature of your business? Many companies and entrepreneurs choose to use a virtual office because it gives them a low cost, highly liquid platform to venture into risky markets or try out new strategies in a relatively safer environment - compared to renting an actual office and spending unnecessary amounts on renovation and facilities. Don’t be tempted to go all out and customise the office to suit your needs. Read up a bit more before you decide to choose a virtual office provider - you will be all the better for it.



Sell and Rent Back

Ok so you have got your nice car a successful business and have now gone to buy your dream office in the country, this has been a success and now is the time to look at renovating your office. We all have watched the programs at home where they buy a house, barn or office for £30,000 spend a couple of months in renovations then sell them off for a nice lump sum, giving them 40% profit. But is it really that easy, what they do not show on the television is the stress and strains of getting all the correct builders, electricians and plumbers in place.

A few tips on renovating an office is firstly decide on what sort of look and feel you would like for yourself and the staff. Would you like it to look more professional or more cosy, you will have to weigh up the benefits and the negatives of both, for example if you were to make the work place too cosy would your staff benefit from this or would it feel like more of a second home for them.

Once you have decided the theme of the office then comes the expertise of selecting the correct colours and office furniture, if you have chosen to go with the professional look you will need to get elegant looking leather chairs and other top of the range elegant office equipment. Remember to be very particular when it comes to choosing your office furniture as this is where the whole theme will literally come into effect.

To make an A class office you will need to invest quite abit, if you don’t have many ideas for yourself of how you want the office to look then the best advice is to visit other peoples offices or look at the way in which celebrities and other stars would decorate there own workplace, you can find pictures and information in all the glossy magazines that are available.

Whatever route you decide to take in decorating your office do not forget to implement some technology and innovation into your workplace such as top of the range computers and software to keep your business running smoothly. Do not heavily rely on what you have seen on the television, you must put hard work into building up your small empire making sure you get top furniture, top technology and top staff then you will reap all of the benefits of having an A class workplace.



Repossession

Just a couple of decades ago office furniture was not considered to be particularly important from an aesthetic point of view. Stark grey filing cabinets, metal desks and uncomfortable chairs were the norm. In recent years most businesses have come to realise that their office space is much more than a place where people sit and work. It has been proven that people are more likely to remain happy and motivated in a working environment that is both functional and pleasing. Additionally, it can be beneficial to represent a good image to visitors, demonstrating that the business is concerned about the design of its office space. Unfortunately, high quality office furniture usually comes with a high price tag, so how do we locate the best bargains in office furniture?

Arguably the best way to pick up keenly priced, well designed, high quality office furniture is too purchase from on-line office furniture suppliers. The reasons for this are many and varied; let us take a look at a few of the main ones.

• Better selection – Unlike a walk-in wholesaler, who is required to maintain stocks of the furniture they wish to sell, an on-line store will usually only order in items from the manufacturer once a sales order has been received. This means that they are able to offer a far wider range of office furniture, which will not have been sitting in a warehouse for months gathering dust. We are talking about a truly dynamic inventory, which will include the very latest designs.

• Keener pricing – Due to the fact that the on-line store will seldom purchase stock in advance of an order, they will always have access to the manufacturers current price. This means that they are able to ensure that every conceivable discount is passed on to the consumer, making them cheaper by far than a traditional retailer of office furniture.

• Streamlined ordering and delivery – What could be simpler than clicking on the items you require, and then specifying a delivery address? No confusion over the goods you wish to purchase, quick delivery times and automated billing means that purchasing from an on-line office furniture store is simple and straightforward.

These are just a small selection of the reason why purchasing office furniture on-line is the best way to ensure that your business is receiving not only the best pricing, but excellent service and a simplified way of ordering. On-line purchasing is a safe and quick way of buying a whole range of office furniture, from simple desks and chairs to integrated office systems and storage units. Don’t make the mistake of supplying your workers with inferior office furniture, creating an inharmonious working environment and effecting productivity. Make sure your staff is happy and productive by purchasing office furniture bargains from a reputable on-line vendor.



Repossession

Setting up a home office can be a tremendous challenge.  How do you separate your work life from your home life when they occupy the same space?  Here are 10 tips to create a home office designed for maximum productivity.

1. Know yourself.

Think about your perfect working conditions.  Short of a lounge chair at the edge of the ocean on a warm sunny day, what do you see?  Do you have a large conference table and plenty of room to spread out?  Do you have a large recliner and a laptop desk?  What are your ideal working conditions?  Don’t just think about comfort.  What conditions do you work best in?  Is there music playing?  Is there a phone in your office?  What is on your desk?  In and out boxes? Is there a place for everything or are you more of a scattered creative type? Do you have pictures?  Plants?  A fountain?  The key is to envision your perfect productive space, not what you think should be your perfect productive space.

2. Don’t forget wall space.

What is on the walls of your office space right now?  Are they blank?  Are they covered with family photos?  What about inspirational prints with motivational sayings?  Do you have a large writing surface on your wall or a cork board?  Planning boards are fantastic if you’re a visual person.  You can use a whiteboard to draft the navigation of your website or create long range plans and a timeline.  Corkboards are excellent for posting notes, tasks, and ideas you don’t want to lose.

What about shelving?  Use your vertical space, your wall space, to optimize your home office.  Shelves are an excellent way to store items you frequently need while saving space on your desk and conserving valuable floor space.  An office that feels roomy and clutter free is often much more productive than an office that feels cluttered and disorganized.

3. Let there be light.

Natural light is best for productivity and feelings of well being.  However, natural light isn’t always an option.  Quite often home offices are built into the center of a home or worse…the basement.  Uniform ambient light is better for productivity than task lighting and it is better on your eyes.  For an expensive uniform lighting set up, consider natural spectrum fluorescent bulbs.  They last a long time and are good for your mood and the environment.

In addition to natural light, it is helpful to have a bit of ventilation. If you can open a window from time to time and get some fresh air, by all means do!  If there are no windows available in your home office, consider air purifiers, fans or some sort of ventilation system.

4. Don’t sit at the kitchen table!

Placing yourself right in the middle of the house and all of its activity is a certain time stealer.  How can you avoid distractions from chores, people, pets, and folks knocking at your door trying to sell you magazines or financial services?  While the kitchen table is great because it enables you to spread out and work in a comfortable location – there are probably plenty of windows and sunlight there too – there are no doors to keep out the distractions.

5. How much memory do you think you’ll need?

 The basic rule of thumb when setting up a home office is to buy as large of a computer as you can afford.  You might be surprised at how quickly your memory and storage will be used up.  If you don’t buy a big enough computer, you’ll end up having to buy a new one anyway.  If you already have a computer and a larger capacity computer isn’t in your budget, consider an external storage drive.

6. Backup regularly.

Speaking of external storage drives…it is imperative that you back your equipment up regularly.  I know that backing up takes time, sometimes it feels like it takes forever; however it is critical to the future of your business and your sanity that you back up.  Stop for a moment and consider what would happen if everything on your computer suddenly vanished.

For many, it might mean the end of their business, which is why it is critical that you not only back up regularly – weekly isn’t too frequent – you will also want to make sure your backup is working.  Backup and then go through the process of retrieving your information to make sure your backup is working the way it is supposed to.

7. Set up your office to function smoothly.

This means comfortable equipment, and processes that make sense for you.  Is your chair comfortable?  How about your keyboard and your desk positioning?  The more comfortable you are in your office, the more productive you’ll be.  If your wrist is hurting and your back is stiff, you’re going to work slower and chances are you’re going to be distracted.

What about the system you have set up.  Is everything you use frequently within easy reach?  Is your phone close by?  What about your files? Take a minute and look around your home office.  Is it set up optimally for you?

8. Organization and storage.

 Do you have a place for everything?  Storage and organization is extremely important when creating your home office.  If you skip this step you’ll spend much of your time trying to find things instead of getting them done.  Create a paper organization and storage system – file cabinet.  Also create an effective storage system on your computer.  For paper files, it is recommended that you have a file for every bank account, taxes, receipts, expenses, payables, receivables, marketing and sub folders for each marketing project.

Also consider keeping your copywriting ideas in a file.  On your computer the system will work much the same way. You’ll likely have major folders for each category and sub folders contained within.  For example you might have a category labeled Marketing, and sub categories labeled SEO, PPC, Direct Mail etc…

9. Do you need an address?

When you have a home address, it is tempting to have your business address be the same.  However, take a moment and step back.  There are distinct advantages to having a separate business address.  You are able to keep your home address private.  You are able to separate your work from your home legally.  Having a business address looks a little more professional than 1015 Butternut Circle on your business correspondence.  Additionally, having to go pick up the mail gets you out of your house on a regular basis!

10. Modems, and phones, and faxes oh my.

Do you need all of these fixtures cluttering your office?  There are numerous electronic devices available now like e-fax, wireless internet, and 800 numbers that are economical and can be forwarded to your cell phone eliminating the need for a separate office phone and line.

In fact, there are automated attendants that will answer your phone for you during your off hours, send them into your ‘business’ voice mail and actually email the message to you or forward it to your personal voice mail system.  All for less than $20 a month.

When it comes to working out of a home office, you make the rules.  What works for the masses in terms of organization, hours, processes and so on are not necessarily what will work for you. Develop a system that works for you and stick to it.  When you design a system and space that work for you, and stick to it, your productivity will increase ten fold and so will your profits.



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