National Association of Women Business Owners
Posted on June 10, 2011
Three lucky ladies won free admittance to the upcoming Inc. Conference. All they had to do was attend our recent Happy Hour at Blackfinn in Arlington. Congratulations to:
Want to attend this great conference? There is still time to sign up! Check it out at the Inc. Conference website. NAWBO members receive a discount!
Posted on June 8, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
The Centers for Medicare and Medicaid Services (CMS) announced the creation of so-called “Pioneer ACOs” on May 17 in an attempt to blunt heavy criticism over the draft regulations on Accountable Care Organizations (ACOs) issued on March 31, 2011 (the “Draft Regulations”). The Draft Regulations have been criticized due to their burdensome data collection requirements, large start-up costs, uncertain savings, possible loses and troublesome governance mandates.
ACOs, which are a cornerstone of the Patient Protection and Affordable Care Act, are supposed to bring hospitals, physicians and health systems together to increase quality and decrease costs. However, the Draft Regulations contain so many objectionable elements that even institutions that were the inspiration for the concept – the Cleveland Clinic, the Mayo Clinic, Intermountain Healthcare and the Geisinger Health System – have announced they are not likely to start an ACO unless major changes are made.
To read the full alert, please visit the Publications section of our website.
Posted on June 2, 2011
These awards recognize and applaud women business owners in the Dallas / Ft Worth Metroplex who have exemplified leadership and excellence in the women-owned business community and have shown a strategic and innovative spirit in the growth of their own businesses.
The Entrepreneurial Spirit Awards will be awarded at the NAWBO DFW Chapter’s June Gala, “Luck Be a Lady Tonight,” on Thursday, June 30th at the Marriott Las Colinas.
Demonstrates a willingness to devote time, energy and financial resources to programs benefiting women and women in business.
Exhibits true entrepreneurship in bringing creative solutions in developing a business, introducing new products and services to the marketplace, and implementing innovative business strategies.
Achieves business and personal success in the face of adversity or overwhelming obstacles. Exhibits true courage, perseverance and unswerving determination in attaining goals, and proving the invincibility of the human spirit.
Understands the value and responsibility of helping others achieve success. Invests the time and energy in encouraging, advising, and giving others a helping hand up.
Exemplifies effective leadership and entrepreneurship. Envisions new possibilities and moves the organization forward in pursuing these goals. Motivates others and leads by example.
Recognizes emerging entrepreneurial women business owners who have been in business fewer than three (3) years. Although new, the business is already demonstrating strong growth and is expected to sustain long term success through sound business practices and a commitment to excellence in all endeavors.
Posted on May 31, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
The Office for Civil Rights (OCR) of the Department of Health and Human Services today proposed an expansion of the rights of individuals to obtain reports from health providers and insurers about how their protected health information (PHI) is used. The draft regulations will require health providers and insurers (called “Covered Entities”) to provide more data faster and in a variety of formats as requested by individuals. In a surprising analysis contained in the draft regulations, the OCR estimates it will take Covered Entities only 20 minutes to read and implement these changes, which encompass 24 pages of regulations. This is the latest example of the government’s inaccurate estimate of costs borne by the health industry to comply with regulations that provide questionable benefits for a small segment of the population. The public will have until July 31, 2011 to provide comments on the proposed changes.
To read the full alert, please visit the Publications section of our website.
Posted on May 17, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
In a recent decision, Staub v. Proctor Hospital, a unanimous United States Supreme Court finally addressed the application of the “cat’s paw” theory of liability to employment discrimination claims, holding that an employer can be liable for an employment action motivated by a non-decisionmaker’s discriminatory animus.
To read the full alert, please visit the Publications section of our website.
Posted on May 13, 2011
Check out the following Health Care Alert provided by our corporate partner, Haynes and Boone, LLP:
Southwest Health Alliance (“Southwest”), an independent practice association with approximately 900 member-physicians, has agreed to a proposed order recently entered by the Federal Trade Commission (“FTC”) settling charges that it engaged in anticompetitive conduct in its dealings with insurers and other payors for the provision of physician services (collectively, “insurers” or “payors”).
In its complaint, the FTC alleged that since at least 2000, Southwest has restrained trade by fixing the prices its members would charge insurers, and has collectively negotiated the terms and conditions governing dealings with insurers. As a result of Southwest’s conduct, consumers and businesses had to pay higher prices for medical care.
The collective approach that Southwest employed is not barred, per se. Indeed, collective price negotiation and other agreements may be justified if the members of the independent practice association are financially or clinically integrated. However, determining whether collective action is justified requires a fact-intensive examination that health care providers would be wise to undertake before problems arise. This case gives providers a helpful guide to the FTC’s analysis of this issue.
To read the full alert, please visit the Publications section of our website.
Posted on May 10, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
The Office for Civil Rights (OCR) of the U.S. Department of Health and Human Services recently announced unprecedented severe enforcement actions against two healthcare providers for violating the HIPAA Privacy Rule. In one instance, a provider was fined $4.3 million and in the other case, a hospital was fined $1 million.
These actions are the result of newly granted powers of OCR under the 2009 HITECH Act, allowing it to more aggressively investigate and punish violations of the HIPAA Privacy Rule. To read the full article on the facts of these HIPAA violations, and what providers can expect in the future from OCR, please visit the Publications section of our website.
Posted on May 10, 2011
Our corporate partner, Haynes and Boone, LLP, has shared the following special article with our members and readers. Written by Kenneth Bezozo, partner, and Erin Watkins, associate, in the Business Planning and Tax Practice Group, this article provides excellent information regarding self-employment taxes. Enjoy!
Self-employment taxes can be a land mine for business owners or investors. Because self-employment taxes may apply to someone who is not “self-employed” in the traditional sense of the word, an individual may find him or herself on the hook for unexpected tax liabilities when the tax man comes knocking.
Unfortunately, the rules governing self-employment taxes are complicated and lack clarity, particularly with respect to owners of interests in limited liability partnerships (LLPs) and limited liability companies (LLCs). This article is intended to enlighten readers about these issues.
Self-employment taxes (aka SECA tax) are Social Security and Medicare taxes similar to those shared by employers and employees and withheld from employees’ pay (aka FICA tax). Self-employed individuals are almost without exception liable for self-employment taxes in addition to income tax.
Social Security. The Social Security component of the tax is 12.4% of the first $106,800 of self-employment earnings (this amount is reduced, however, by the amount of any earnings received during the year by the individual as an employee). Note that in 2011, the tax is decreased to 10.4%, but only for one year.
Medicare. The Medicare component of the tax is 2.9% of self-employment earnings. This amount is increased by an additional 0.9% beginning in 2013 on self-employment earnings over a threshold amount ($250,000 for those married filing jointly, and $200,000 for individuals).
Self-employment taxes are imposed on an individual’s “net earnings from self-employment,” with an exemption for those with less than $400 in self-employment earnings. Net earnings from self-employment are defined as the gross income derived from any trade or business carried on by such individual, less deductions attributable to such trade or business, plus a partner’s distributive share (whether or not distributed) of income or loss from any trade or business carried on by a partnership of which he or she is a partner. References to a partner refer to any equity owner in an entity taxed as a partnership and so may include partners in a general, limited or limited liability partnership and members of an LLC (subject to the exclusion of a limited partner’s distributive share of a partnership’s income or loss as discussed below).
There are a myriad of items excluded from the calculation of self-employment earnings, including rentals from real estate, stock dividends and bond interest (unless received in the course of trade or business) as well as certain gain or loss from the disposition of non-inventory property and the distributive share of any item of income or loss of a limited partner.
C Corporations. Shareholders in C corporations are not subject to self-employment taxes on dividends received from the corporation.
S Corporations. An S corporation shareholder’s share of the net income of the S corporation is not subject to self-employment taxes. However, the Internal Revenue Service may challenge a service provider’s compensation as unreasonably low and determine that a portion of that service provider’s allocable share of corporate income should be treated as compensation.
Trusts and Estates. Income derived from a trade or business carried on by an estate or trust generally is not included in determining the self-employment earnings of the individual beneficiaries of the estate or trust.
Sole Proprietors. Sole proprietors are typically subject to self-employment tax on all income as earnings from self-employment, subject to the various exclusions noted above.
General and Limited Partnerships. In general, a general partner’s distributive share of income is subject to self-employment taxes while a limited partner’s is not. Also, if an entity pays a partner in a manner determined without regard to the income of the partnership, such payment or benefit is a “guaranteed payment” and subject to self-employment taxes.
Limited Liability Partnerships and Limited Liability Companies. Because the applicable governing statute was enacted before the advent of LLPs and LLCs, there is a lack of definitive guidance with respect to whether the distributive share of income of an LLP partner or LLC member is subject to self-employment tax. It is the exclusion of a limited partner’s distributive share that causes confusion in this area.
“Limited partner” is not defined by statute, and whether an entity is a limited partnership or an owner is a limited partner generally is a question of state law. The Internal Revenue Service has proposed regulations defining “limited partner” based on factors such as authority to contract, personal liability, and participation in the trade or business. However, because the regulations are not final, they do not govern whether an LLP partner or LLC member may in fact be a “limited partner” for purposes of determining self-employment earnings. The Tax Court has recognized that individuals who are mere investors in a partnership or a limited liability company and who do not actively participate in the partnership or company’s business operations should not be subject to self-employment tax on their distributive share of the entity’s earnings, but the application of that standard to LLPs and LLCs remains subject to debate.
If you have any questions about your possible self-employment tax exposure, please contact a tax professional for further guidance.
About the Authors:
Kenneth Bezozo is a partner and Erin Watkins is an associate in the Business Planning and Tax Practice Group at Haynes and Boone, LLP. They can be reached at and , respectively. Mr. Bezozo has extensive experience in representing business entities and individuals in state and federal taxation matters and business planning, including structuring, formations, operations, mergers and acquisitions, dispositions and restructurings. He also has substantial experience in handling federal and state tax controversies and bankruptcy and workout taxation. Ms. Watkins has experience in both state and federal taxation as well as various business planning matters and has worked with partnerships, LLCs, private and publicly held corporations, and individual investors.
Posted on May 3, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
According to an old Russian Proverb, “A spoken word is not a sparrow. Once it flies out, you can’t catch it.” Applying this to the employment context, if an employee verbally complains that his employer is violating the FLSA, is the employee protected from retaliation? Deciding a split among the circuit courts, the Supreme Court answered the question affirmatively, eliminating the need for a net: the FLSA protects employees who file oral complaints.
To read the full alert, please visit the Publications section of our website.
Posted on April 25, 2011
Check out this News Alert from our partner Haynes and Boone, LLP:
On April 18, 2011, the Centers for Medicare and Medicaid Services (CMS) began the attestation phase under its $27 billion Medicare EHR Incentive Program. Incentive payments for the meaningful use of electronic health records (EHR) will begin in May 2011 and will continue over the next several years. Eligible professionals (i.e., physicians and others) may receive as much as $44,000 from Medicare and $63,750 from Medicaid and hospitals may receive millions of dollars for implementation and “meaningful use” of certified EHR. This program is a result of the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009. Providers should act now to qualify for the maximum amount of incentive payments.
To read the full alert, please visit the Publications section of our website.
