Secrets of Bonding 125: Surety Bonds in the Bizarro World

There have been 24 movies about Superman, but I loved the original TV series starring George Reeves (the Real Superman). Even before that, there were the Superman comic books published by DC Comics.

The character, “Bizarro #1,” first appeared in 1958 – a mirror image of Superman but from a world where everything was opposite from that of humans. That was over 50 years ago, but strangely, there is a little piece of Bizarro World that still survives today. It is alive in our surety rate system. See if you agree…

Example #1

A contractor has won a $1 million contract. The specification calls for a 50% bond: $500,000. The surety’s maximum exposure is $500,000.

Bizarro Fact: The bond rate is based on the contract amount, the full $1 million!

Example #2

Sureties often issue a Performance and Payment Bond in a single combined instrument that states a single dollar amount (penal sum). However, if required, they will issue two separate instruments, one Performance and the other Payment, each with it’s own penal sum (double the amount in the combined bond form.)

Bizarro Fact: When required to issue this double bond amount, the bond premium remains the same as for the combined bond form!

Example #3

The contractor has already started the project. Now it has been verified that 50% of the work is completed and accepted by the project owner. It is confirmed that all related bills have been paid. It is apparent that 50% of the exposure has been eliminated.

Bizarro Fact: The bond costs the same as if it had been issued at the start of the work. There is no reduction or recognition for the portion of the exposure that has been eliminated.

Example #4

The contractor has negotiated a $1 million contract. Now the project owner has indicated that a P&P bond must be provided. The surety states that the cost of the bond will be 2% of the contract amount. Is it 2% of $1 million or $20,000?

Bizarro Fact: The correct calculation is 2% of $1,020,000 or $20,400. The bond premium is calculated on itself, even though it cannot be classified as part of the contract exposure.

There you have it. The Bizarro World we actually live in. Naturally, there are justifications for all the procedures sureties use, but at face value, they seem pretty strange to outsiders.

Steve Golia is an experienced provider of bid and performance bonds for contractors. For more than 30 years he has specialized in solving bond problems for contractors, and helping them when others failed.

The experts at Bonding Pros have the underwriting talent and market access you need. This is coupled with spectacular service and great accessibility.

Mergers And Acquisitions In Cyprus

The major legislation that regulates mergers and acquisitions in Cyprus is the Companies Law (Cap. 113). In particular, the sections 198-202 contain provisions about mergers, reconstruction and amalgamation of companies, and exchange of shares between two or more companies. Other important legislations are the Control of Concentration Between Enterprises Law (22(I)/ 1999) and the Safeguarding and Protection of Employees Rights in the Event of the Transfer of Undertakings, Businesses or Parts Thereof (104/(I)/2000). The first one promotes fair competition and the second one safeguards employees’ rights in the event of a transfer of undertakings.

Procedure:

First of all, the companies involved in the merger or acquisition must apply to the Court and then schedule a general meeting of the shareholders of both companies. During the meeting, it is determined if it is required to arrange the liabilities between the shareholders and the creditors. It should be pointed out that the company being merged shall be wound up without going into liquidation and its assets must be transferred to the acquiring company.

According to the provisions of section 198, the merger or acquisition proceeds under the condition that the three-quarters of company’s management approve the transaction. Then a scheme is drafted and it is presented to the auditors. Once the scheme is approved, the companies may file the last petition for approval with the Court. Note that the petition should be accompanied by a sworn statement of one director in each company. Afterwards, a copy of the agreement must be submitted to the Registrar of Companies. Finally, the board of directors of each company will draft a resolution that will determine the reorganisation plan and each company will be obliged to follow this particular plan.

It should be pointed out that regarding public companies, the merger procedure will be the same except for minor changes in the merger plan which must contain:

the name;
the form of the registered office of the companies;
details about the transfer of shares and the amount of money;
information about the allocation of shares;
the exact date when the new shareholders will have the right to profits;

Advantages:

From a tax point of view, the primary benefit of mergers and acquisitions is that profits derived by the dividends are exempt from the corporate tax. Moreover, mergers and acquisitions are not subject to VAT in Cyprus. Another considerable advantage is that profits generated from the transfer of immovable properties during the merger or acquisition are exempt from the capital gain taxation. In addition, regarding the transfer of immovable properties is not required to pay the transfer fee.