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Delaware Chancery Court ?Ç£Green Lights?Ç¥ Claims against Directors for Approving Excessive Stock Option Grants

The Delaware Chancery Court denied a motion to dismiss a shareholder derivative action claiming that the company?ÇÖs directors breached their fiduciary duty to shareholders by approving stock option grants to the president in excess of amounts permitted under the company?ÇÖs stock incentive plan and by issuing a materially misleading 2012 proxy statement.?á The action also asserted claims against the company?ÇÖs president for breaching his fiduciary duty and for unjust enrichment by accepting the grant.?á The directors sought to dismiss the claims for demand futility and failure to state a claim.?á The court denied the motion to dismiss for futility because the grants were a clear violation of the terms of the plan.?á The motion to dismiss for failure to state a claim was dismissed because the clear violation of the stockholder-approved plan implicates the duty of loyalty and therefore states a viable claim.?á Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del.… Continue Reading

Transitional Relief for Individual and Small Group Market Policies

Health insurance coverage in the individual or small group market that is renewed for a policy year starting between January 1, 2014 and October 1, 2014 does not have to comply with certain requirements of the Affordable Care Act (?Ç£ACA?Ç¥) as long as such coverage was in effect on October 1, 2013 and the health insurance issuer sends required notification to individuals or small businesses who have lost, or would lose, such coverage.?á The transitional relief means these policies do not have to comply with the following ACA provisions for the 2014 policy year: fair health insurance premiums, guaranteed availability and renewability of coverage, prohibition on preexisting condition exclusions (individual policies only), prohibition on discrimination based on health status (individual policies only), prohibition on discrimination against providers acting within the scope of their licenses, coverage of essential health benefits, limits on cost-sharing, and clinical trial coverage. The transitional relief can… Continue Reading

Final Regulations Issued under the Mental Health Parity and Addiction Equity Act

The Departments of Labor, Health and Human Services, and the Treasury jointly issued final regulations (?Ç£Final Regulations?Ç¥) implementing the Mental Health Parity and Addiction Equity Act (the ?Ç£Act?Ç¥). ?áIn general, the Final Regulations ensure that health plan features, such as copays, deductibles, and visit-limits, are not more restrictive for mental health/substance abuse disorder benefits than they are for medical/surgical benefits. In connection with the Final Regulations, the Centers for Medicare and Medicaid Services issued a set of FAQs addressing implementation of the Act, as amended by the Affordable Care Act.?á The Final Regulations generally apply to group health plans and health insurance issuers offering group health insurance coverage for plan years beginning on or after July 1, 2014.?á Until the Final Regulations become effective, health plans and issuers subject to the Act must continue to comply with the Interim Final Regulations issued under the Act. A copy of the Final… Continue Reading

IRS Announces 2014 Qualified Pension Plan Limits

The IRS recently announced cost-of-living adjustments for 2014.?á The following list describes some of the key limits that will apply to employer qualified retirement plans in 2014. The Internal Revenue Code (the ?Ç£Code?Ç¥) section 402(g) limit on elective deferrals for employees who participate in 401(k) and 403(b) plans will remain unchanged at $17,500. The Code section 415(c) limit for annual additions under defined contribution plans will increase from $51,000 to $52,000. The Code section 414(v) catch-up contribution limit for employees aged 50 and over who participate in 401(k) and 403(b) plans will remain unchanged at $5,500. The Code section 415(b) annual benefit limit under a defined benefit?áplan will increase from $205,000 to $210,000. The Code section 416(i) dollar limit on compensation for defining a key employee in a top heavy plan will increase from $165,000 to $170,000. The Code section 414(q) dollar limit on compensation for defining a highly compensated… Continue Reading

IRS Modifies ?Ç£Use-It-Or-Lose-It?Ç¥ Rule for Health Flexible Spending Arrangements

Notice 2013-71 modifies the ?Ç£use-it-or-lose-it?Ç¥ rule for health flexible spending arrangements (?Ç£FSAs?Ç¥) by allowing plan sponsors to amend their cafeteria plan and FSA documents to allow a participant to carry forward into the next year up to $500 of any amount remaining in the participant?ÇÖs FSA at year-end.?á Under the ?Ç£use-it-or-lose-it?Ç¥ rule, all unused amounts remaining in a participant?ÇÖs FSA had to be forfeited at the end of the year.?á This new carryover option is an alternative to the grace period that is currently allowed (but only if the plan document includes a grace period feature).?á Plan sponsors may amend their plans and FSAs to allow for a carryover from the 2013 to 2014 plan year, provided that (1) a grace period feature is not already included (or is removed), (2) the amendment is signed by the end of the 2014 plan year, and (3) participants are timely notified of… Continue Reading

Health and Welfare Annual Notices

As open enrollment approaches for many group health plans, it is important to ensure that the plan has distributed certain required annual notices to its participants and their beneficiaries.?á In many cases, inclusion of such notices in the plan?ÇÖs annual enrollment materials will satisfy these notice requirements.?á The following non-exhaustive list describes the various notices that group health plans must distribute annually. Summary Annual Reports. Summary of Benefits and Coverage. Health Insurance Portability and Accountability Act (?Ç£HIPAA?Ç¥) Notice of Privacy Practices (updated for the new privacy regulations effective as of September 23, 2013). HIPAA Special Enrollment Notice. Women?ÇÖs Health and Cancer Rights Act Notice. Medicare Part D Notice of Creditable or Non-Creditable Coverage (required prior to October 15). Child Health Insurance Program Reauthorization Act Notice. Patient Protection and Affordable Care Act Exchange Notice (required by October 1, 2013 and, for any employee hired after that date, within 14 days of… Continue Reading

November 2013