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home : archives : archives September 02, 2010


1/14/2004
Is the deck stacked against Bermuda?
By Carol Shuman


ITāS 2004 ö another year for New Yearās resolutions!

Did you keep yours?

I made four last year:

>Lose 20 pounds (did that·with a little help from radiation!)

>Donāt work so hard (definitely did that)

>Be a better life partner (youād have to ask the husband)

>And learn more about Bermuda (For having lived here 14 years, I didnāt know much, so I have to say, compared to nothing, Iāve done well)

As for that last one, Iāve made it a habit to follow the newspapers as well as the Internet, where one can find an amazing amount of information about our small nation.

And sometimes it really hits home.

Today, I picked up a copy of one of our local newspapers in which an article referred to the Bank of Bermudaās purported sale as having been Īshoved down the throats of shareholders.ā There was also a mention of a $4 million goof up that caught my interest, but weāll deal with that at some later time!

Meanwhile, back to this ćcavalier approachä of which an unnamed accountant accuses some bankers.

Now, you know, Iām not an economist, or a lawyer, but I am a psychologist.

And the definition of my job is to ćstudy the behaviours and mental processesä of humans ö although I must admit that my undergraduate education had more to do with rats than humans!

Anyway, among the best books Iāve read recently are Lois: Bermudaās Grande Dame of Politics by Rudolf Williams and The Economy of Bermuda by Robert Stewart. Whether you are PLP, UBP, or just a really on-top-of-it person, these are two excellent additions to your library.

In fact, Bermuda writers seem to be growing in their endeavours to educate ourselves and the world about an experience that is so truly unique, shared by no other country.

However, there are a few things that arenāt mentioned in the books that Iāve read that might explain some of the concerns that are occurring during these business and financial changes. (Iām interested in concerns, remember?)

A few weeks ago a paper by the State of Wisconsin Investment Board (SWIB) came out in opposition to the reincorporation of companies in other than the United States for tax purposes. Now, I tend to agree with Robert Stewart: if Bermuda offers a 20 % tax, thatās an opportunity (approximately) compared to the costs of U.S. taxes, so whatās the problem? Doesnāt the U.S. stand for personal choice? Isnāt that like that (my) countryās motto, or something?

However, The SWIB suggests that the matter is not as simple as Stewart suggests.

In fact, SWIB opposes the reincorporation of companies because, they state, ćshareholders lose important protections·such as:

Under Bermuda law, directors owe their fiduciary duty to the company rather than to its shareholders.

>Bermuda law does not require a shareholder vote to approve certain fundamental changes, such as a sale of substantially all of the assets of the company

>Bermuda law lacks restrictions on corporate dealings with interested directors of the corporation

>Bermuda law severely limits the availability of class actions and derivative lawsuits

>Bermuda law is difficult to understand because it is difficult to find ö Bermuda does not even maintain an official reporter for its court decisions.

(As someone who has testified in courtsö that last one is a real whizzer. Try to say Minnesota Multi-phasic Personality Inventory to someone not familiar with it, and see if you can do it in fewer than 10 minutes!)

Meanwhile, pending legislation may result in a loss of the tax benefits of reincorporation and financial penalties. Congress has introduced legislation designed to eliminate the tax benefits of reincorporation, the Wisconsin group reports. If enacted, this legislation would treat a company that reincorporates in a foreign jurisdiction as a domestic corporation and, therefore, subject to U.S. federal income tax.

Thus, why do I find this important as a person who studies ćthe behaviours and mental processes of humansä (and sometimes rats)? Because I believe that we all need to know what is contained in our deck of cards. Otherwise, we might find ourselves holding a three of a kind, while the next guy flushes us right out of the game!

>Carol Shuman, Ph.D. is an educator and author, based in Bermuda. She can be reached at drcshuman@datkin.net





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