One of the most difficult issues that owners face when family members are working in the business is the question of whether they are they obligated to sell the business to a family member.

And if so, should the family member get preferential treatment? Obviously, there is no problem when you have a strong family member and the rest of the family concurs, but how often does this happen?

I once had a client who insisted that his son was not capable of running the business and the client could not comprehend that he had the money to purchase the business.

I proceeded to find a buyer and an offer was made. The client was in the process of reviewing the offer and discussed it with his family. The son felt that the offer was too low and wanted to make an offer. The client was dumbfounded, but gave the son two weeks to line up the funding. The son had some wealthy friends and they agreed to fund the transaction at similar terms and conditions.

Before accepting the son's offer, I contacted the original buyer and told him he would have to do better if he wanted the business. He asked for a day to review his offer. The next day, he faxed us a revised offer for an additional $250,000. The son was not able to meet this new offer. Naturally, there were some bitter feelings within the family.

This type of situation could have been avoided if the owner had planned ahead and communicated plans to members of the family.

Essentially, they are all forms of professional liability insurance tailored for a particular industry.

• Professional liability insurance in the medical field is also known as medical malpractice - with coverage designed for your medical doctors, dentists, chiropractors, practitioners, nurses,  et cetera.

• Errors and Omissions (E & O) coverage is geared toward your insurance agents, notary public, real estate agents, appraisers and technology fields.

• Directors and Officers (D & O) coverage is for the directors and officers of a business. It provides the company with protection for any wrongful acts that one of its corporate directors may be responsible for while performing their corporate duties. These acts are not limited to misstatements, neglect or errors and omissions.

The key to remember is that a standard general liability policy or business owners policy provides coverage for bodily injury, property damage, personal injury or advertising injury claims. You will typically find that these policies contain an exclusion related to any claims resulting out of advice given. Therefore, if you want protection against this type of exposure, you will need to purchase a separate policy.

Professional liability coverage can essentially provide protection for that coverage gap and protect you from claims of negligence, misrepresentation and inaccurate advice.

The economy is changing with business executives being laid off. We are seeing these individuals starting up their own businesses, many of which are management and consulting firms.

A simple question that you can ask yourself to determine if this coverage is needed for your business is “are you giving advice, or making suggestions for an individual or business?”

If you answered “yes," then talk with your agent regarding your business exposures to ensure you have the right coverage for your business needs.

Yes, it's November. The leaves have fallen. The Halloween candy has been ingested (resulting in a sugar high and subsequent crash). The malls are now playing Christmas music.

As project managers, we're all thinking about one thing: year end.

Let's face it, many projects will be coming to an end on or before Dec. 31. Generally, there are a whole heapin', steamin' pile of maintenance things to do, which tend to get bundled into their own year-end project. There are also numerous project constraints, such as increased time off by those project resources you seem to need the most. If your business environment is highly IT driven, then there is probably a "freeze" where no new programs can be implemented (so year-end processing won't be messed up).

Do you know what YOU need to do to prepare for year end? Well, let's do what Santa does. Let's make a list and check it twice. (Believe me when I say that project managers generally wind up on naughty or nice lists due to this time of year.)

1. Do you know what needs to be done by year-end? Is it written down? If you polled many of your resources about what they need to have done by year-end, what would they all tell you? Once you have everybody's input, does it align with the organization's mission?
2. Do you have a risk management plan? OK, every project should have a risk management plan, but let people know what can go wrong for the company if an important year-end project deadline is missed. Will customers be upset? Will fines and penalties begin accruing? Will critical data be lost or compromised?
3. What are the year-end priorities? Based on your answers to the first two questions above, what are the absolutely have-to-get-done items vs. the gee-it-would-be-nice-if-this-got-done by year end?  Treat your year-end initiatives like a reality show. Who gets voted off first and who gets to survive?
4. What resources are available to help you get done by year-end? This involves both people and budget dollars. If there are things that have to be done, do you have the people to work on them?  How well can they focus on them? Do you need to contract assistance to help get this project done?
5. What happens to your non-critical projects? Do you shelve them while everyone is working on year-end stuff? Do you keep them running on a bare minimum?
6. Have you laid out specific time constraints? Are there tasks to complete no earlier than Dec. 15?  Are there people gone the last week of the year? (I know, I know... people have personal lives around the holidays... crazy talk, isn't it?)
7. Last, but not least, do you have means of holding people (including yourself) accountable for getting everything done at the right time? How are you tracking it all?

So enjoy some egg nog, hang the mistletoe, throw in the Blenders Christmas and Carpe Factum!

"Service Above Self" is the motto of Rotary International, an organization in which I've been involved over the years. I love the motto because it is at the core of any act of service. Customer service, community service, military service and (you name it) service are all about being focused on the needs of others. Giving priority to what others need, want or expect is at the heart of service.

This is forgotten when we:

• Ignore the customer completely. I recently stood at a counter for several minutes while the clerk finished whatever task she was doing at her terminal. There was no eye contact. There was no acknowledgment I was there. There was no "I'm sorry for the delay. It will be just one moment while I finish this transaction." It was as if I didn't exist.
• Put our convenience ahead of the customer. I hear this when Customer Service Representatives (CSRs) refuse to help customers if the customer hasn't anticipated the necessary information that will help the CSR be more efficient and get their talk time down. "If the customer doesn't think ahead to have all the information I need, they shouldn't expect my help," I've been told on multiple occasions by different "service" reps. I experienced this recently when there was no one at the counter to help me. Finally going on a hunt for help, I discovered the clerk standing by the back room texting someone on her cell phone.
• Focus on industry standards without regard to customer expectation. Standards can be great guidelines, but if you hit the industry bulls-eye while completely missing the customer's target, you've wasted a lot of time and resources. You'd hope that industry standards would have customer expectations in mind, but they can be so process and metric driven that they leave customer expectation and satisfaction out of the equation.

Is your staff putting "service above self" or "self above service?"

Information returns, like 1099 forms, are meant to help the tax system work by enabling the IRS to make sure that income gets properly reported.  The IRS matches the information returns against 1040s and sends friendly "Dear Taxpayer" letters if they don't match up.

Creative taxpayers have found information returns useful for other things. Like vengeance.

After the breakup of his marriage, an ex-son-in-law still owed money to his ex-wife's mother.  Ex-Mom and Ex-Son never could work out a settlement, so Ex-Mom gave up on the debt -- and reported it to the son as "cancellation of indebtedness income" on a Form 1099-C filed with the IRS.

Ex-Son was unhappy with this - so unhappy that he sued Ex-Mom, claiming the 1099-C was fraudulent because the tax law didn't require her to send him one.  The court sided with Ex-Mom, saying the tax law doesn't mind too much information reporting.

That's a lesson entrepreneurs can take to heart.  The penalties for failing to issue information returns can get expensive in a hurry, starting at $50 for each failure to file them on time.

The tax law requires businesses to issue many information returns. Common ones include:

• W-2s to employees
• 1099-MISC to non-employees who receive $600 or more in payments from the the business during the year.
• 1099-INT to recipients of $10 or more in interest from the business during the year.

There are broad exceptions to the requirement; the biggest one is that most payments to corporations are exempt from the reporting requirements.

The 1099-C issued to report debt forgiveness by the Ex-Mom is required only of a "...governmental agency, a financial institution, or other organization in the business of lending money." But there's no penalty, other than preparation costs, of issuing an extra 1099.  Missing just a handful of those you do need to issue, however, can cost thousands.  The IRS requires many of these to be filed electronically; the penalties for failing to file the right way can be as high as for not filing at all (to be sure, there are serious penalties for maliciously filing false 1099s).

Check with your tax pro to learn more about information return requirements, and visit "A Guide to Information Returns" on the IRS website.

Oh, and think twice before borrowing from your mother-in-law.

While we’re striving to maintain a healthy work/life balance, it seems there just isn’t enough time to get everything on the “to do” list done. Yours may look something like this:

• Finish backyard landscaping project.
• Conduct crisis training for frontline personnel.
• Lose 10 pounds.
• Address concerns about aging office equipment.
• Talk with employees about time management issues.
• Schedule a physical and recommended health screening tests.

Each task left undone may not evolve into a crisis, but eventually you’ll be faced with a professional, personal or medical situation that could have been avoided.

• Delaying a crucial conversation with one person often negatively affects the entire team’s morale.
• Postponing extensive initial training to meet a tight deadline can hinder long-term productivity.
• Skipping medical exams might delay detection of a chronic condition.

I believe the key to success is maintaining focus to accomplish the most important tasks first. The business books are ripe with ideas, including:

• Put First Things First: Stephen Covey’s Habit 3 (from The 7 Habits of Highly Effective People) gives a great visual reminder that our personal “buckets” only can hold all the little rocks if they’re added after the big ones.

• Eat That Frog: The title comes from on the old saying “If the first thing you do each morning is eat a live frog, you’ll have the satisfaction of knowing it’s probably the worst thing you’ll do all day.” Readers enjoy 21 practical steps for personal time management.

Take the first step. Review your “to do” list, open your calendar and schedule time to get things done. You’ll enjoy increased productivity and have more time to focus on your personal and professional goals.

A willingness to be a maverick: The one thing that is going to sink a viral campaign faster than anything is to be predictable or just like everyone else. You have to be ready to do things like they have not been done in the past.

It's not that it's complicated, but you do have to possess the right mind set and have a game plan -- to keep you on point.  Is it risky?  You bet...but when you score big, it's well worth the worry.

My previous post reviewed non-competition agreements to keep employees from walking away with the kitchen sink - trade secrets, client lists and knowhow. This post focuses on Non-Solicitation Agreements, a more narrow method of keeping other companies from luring employees or clients away. The next post will address non-disclosure agreements.

In the second year of your burgeoning IT business, you have 5 employees. You land a project that requires a temporary workforce of 10 employees. A staffing company offers to provide workers, but a clause in the contract prohibits you from soliciting any of the temporary staff for 2 years. Should you sign?

In its third year, your company competes for a project requiring onsite work. You plan to embed your team, but are concerned that you risk losing the contract if you muddy negotiations with a requirement that the client not solicit your employees. How do you address the issue?

A non-solicitation clause is a normative approach to both situations. Non-solicitation clauses are a common method for setting boundaries with staffing companies, consultants, and trainers.

A non-solicitation agreement with another company may prohibit luring employees. The strictest agreements prohibit all contact, which has led to litigation about whether purely social interaction violates the clause. Additionally, employees may be prohibited from hiring other employees away.

Other non-solicitation agreements prohibit luring away customers. Companies have agreed that, as employees move between companies, each will not solicit the clients previously serviced by the employee for the other company. In the alternative, the non-solicitation agreements may be directly between employer and employee (often in lieu of a non-competition agreement). Those agreements may be narrow (e.g. employee may not solicit clients for whom employee was account manager) or broad (e.g. employee may not solicit any client on company’s client list). The more broad the provision, the more likely it will be scrutinized by the court.

Agreements to limit competition, disclosure or solicitation are, by their nature, restrictions on trade. Iowa courts have long held that any restraint of trade is strictly construed against the one seeking to restrain another from pursuing employment or business pursuits. As one example, Iowa Courts specifically distinguished “selling” and “solicitation” based on who initiated the transaction.

-    Christine Branstad

Ever heard of Six Thinking Hats? I used to teach a workshop, based on Dr. Edward de Bono's groundbreaking work on effective thinking, processing and decision making. This program used the concept of six different colored hats to represent six different ways to think about -- and work through -- an important and controversial problem.

Why do I bring this up? There's so much out there these days about PMA -- "Positive Mental Attitude." You'd think it was at least a misdemeanor to think a negative thought. In Jon Gordon's current best-selling business fable, The Energy Bus, one of the strategies he suggests is:

"Engage and energize your employees on a daily basis, filling the void with positive energy so negativity can't breed."

Don't get me wrong. I don't believe in breeding negativity. I'm all for the power of being positive and seeing the glass as half-full. But...uhhh...what about the other half of the glass? If it's half full, it's also half empty. The problem with focusing on the positive is that it often leads us to ignore the negative -- which makes tough problems even tougher to solve.

So, back to the Six Thinking Hats approach. In the workshop, we'd always look at a problem from a "yellow hat perspective" of benefits and optimism and possibilities. Then, without fail, we'd set aside our yellow hats and put on our black hats and look for all of the cautions and concerns and potential road mines inherent in the same problem.

Only by acknowledging all of the negatives could we turn them into positives. We gave positives and negatives equal billing, challenging ourselves to think of every possible one, in turn -- yellow first, then black -- before moving on to decide what to do about them. We accentuated the positives, without short shrifting the possible threats and negative situations.

What do you think? Is there a time and place, and a necessity, for bringing the negative into the workplace?

I have had several conversations in the past weeks with people who feel tired, worn out, beat up and defeated.  The constant pressure is tearing down their self worth.  They are giving their best efforts to keep their businesses alive and profitable, but they feel like they are dropping the ball.

Many organizations say that their people are their greatest asset.  I fear that even those that truly do care about their people are beginning to cave in to the pressure of this recession.  The constant bombardment of bad news makes it difficult for individuals to feel like they are making a difference.

I have a "feel good" file that I pull out when I am feeling down or frustrated. I pull it out and read the kinds words that have been given to me by my friends, peers, customers and supervisors.  It usually takes about five minutes to read and I am on my way to being refreshed.

If your organization is feeling the pressure of the economy and morale is low, you may try a "feel good" event.  Conduct a meeting where all you talk about is what you have done well.  Get people talking about all of things you have done right.  You will be amazed at how it will give new energy to your organization and make it a brighter day for all.  We all can use a little help sometimes in remembering that we are good people and have done great things.