Belmont Partners, LLC will host the 2008 Alternative Public Strategies (APS) Conference May 8th at New York City’s Grand Hyatt Hotel. This dynamic one-day event brings together those diverse yet synergistic groups who structure, invest in and launch new businesses through alternative public strategies, specifically reverse mergers. Many conference participants and registrants are authorities in their fields, are regular television and radio guests, are published authors, and have been profiled by the press. We invite you to join them. To view the conference agenda and its list of sponsors, or to register, visit www.alternativepublicstrategies.com.

Dr. Alan Greenspan, the former Federal Reserve Board Chairman and the event’s keynote speaker, will engage an educated and sophisticated audience in “A Conversation With Alan Greenspan.” An unscripted Question-and-Answer period will follow. Attendees will have a rare opportunity to question this iconic financial figure and to hear candid responses possible only in this intimate setting, where press coverage is prohibited.

Amid rollercoaster business and economic news, the nation’s forward-looking trendsetters and dealmakers, many headquartered in New York City, will discuss and debate alternative financing strategies for creating new businesses, expanding the market for existing businesses—domestically and in Russia and China—corporate governance, regulatory compliance and activism, and managing investor and public relations, especially during market downturns.

Alternative financing strategies have taken center stage for raising capital, supplanting, we believe, IPOs as the preferred stimulant for economic growth for the small- to mid-cap market. Businesses seeking a spot in the global, some would say borderless, marketplace can ill afford a wait-and-see approach. Whether in the US, China, Russia, or elsewhere, they must act now to gain a strategic foothold. The APS conference will highlight ways to unearth funding and facilitate forward momentum.

Two American entrepreneurs will also exhibit at the conference. Come and meet these visionaries who are moving forward at a time when others are timid.

• The first, Naturally Iowa, processes and produces organic and all-natural dairy products. Located in Clarinda, Iowa, it is the first and only dairy in the world to manufacture and package its containers in environmentally friendly Ingeo containers made from plants, not oil.
  

• The second, AmScan Radiology Associates, LLC (AmScan), is a state-of-the-art solution provider for breast and colon cancer care. Located in Conyers, Georgia, this premier provider of quality diagnostic and radiology services believes that the rapidity and accuracy of its state-of-the-art technology permits referring physicians to chart the most effective treatment plans for their patients. This results in a favorable outcome for the patient and also reduces recovery-period costs.
  

Belmont Partners continuously expands its presence in China, embracing China’s cultural and business nuances as we spend more time abroad. We seek to model our business in China as if it had been created in the People’s Republic of China (PRC), with U.S. owners, rather than in the American model of a U.S. company doing business in the PRC.

• welcomed Sarah Yeh, a graduate of Tongji University, to its Shanghai, China, staff. Ms. Yeh manages our Shanghai office and supports our business development activities in the PRC.
  

• joined with two national California-based law firms that also serve the Pacific Rim—the SEC Law Firm and Wasserman, Comden & Casselman, LLP—to present a private conference, Strategies for Going Public in the United States with Success, at Shanghai’s Shangri-La Hotel. The April 9th conference was presented in Mandarin and both William Luckman and Matthew Tsou of our Shanghai office presented.
  

• watched Joseph Meuse’s appearance on the Fox Business Network’s “Money for Breakfast Show” hosted by Alexis Glick on April 24th, where he discussed growing businesses in China and the
  

• will sponsor, together with Brean Murray, Carret & Co. and others, The All Cap All China Conference, in New York City on May 19th and 20th, which over 100 Chinese companies will attend.
  

Concurrently, China’s business climate shows a new focus on start-ups and other early-stage companies. Its newly planned stock market, to be fashioned after our NASDAQ Capital Market and operated by the Shenzhen Stock Exchange, will highlight emerging companies. Listing requirements for the anticipated new exchange—to be known as the Growth Enterprise Market (GEM)—will be published soon. Encouragingly, China is amending and tightening its regulatory policies to police unsavory individuals and companies seeking to profit from its robust economy. Additionally, there remains an appetite for Chinese companies to continue to list on the American markets, where investors are hungry to own stock in high-growth companies.

We look forward to sharing further China-based news with you, and soon hope to announce the Grand Opening of the Shanghai Office of Belmont Partners China Limited.

Do directors and officers of small- and micro-cap companies really need directors and officers (D&O) liability insurance? This article discusses some common areas of litigation against directors and officers, and offers some key coverage issues to consider when procuring a D&O policy.

Primarily, D&O insurance serves to fund the defense and indemnity for lawsuits arising out of the management, or alleged mismanagement, of your company. Your D&O policy should be written on a “duty to defend” basis, a very valuable feature that allows your directors and officers to remain focused on managing the company and its earnings, rather than diverting attention to protracted and costly litigation.

1. Company insolvency;
2. Prohibition by public policy (in instances of fraud or derivative suits, for example); and,
3. Lack of adequate indemnification provisions in the corporate charter or By-Laws. (Counsel, to ensure indemnification wording is clear and up-to-date, should review a company’s By-Laws periodically.)
   

12 Key Coverage Issues to Consider
The current D&O insurance market remains highly competitive in terms of both pricing and availability of terms, due to an abundance of capacity. Multiyear policy terms, an indicator of a softening market, are once again becoming available on a select basis to qualified applicants. If not already included in your policy, the D&O insurer’s willingness to modify your coverage depends on your risk profile, size of your overall account, your broker’s expertise, and ultimately the flexibility of the underwriter. It is always a good idea to develop a personal relationship with your underwriter if possible, which will usually help during negotiations.

To discover the 12 key coverage features to consider—and to understand why they are crucial when looking at your current or prospective D&O policies—read the remainder of this in-depth article.

David Schaefer, CPCU, RPLU is a Principal and Executive Vice President of AH&T Insurance, an employee-owned insurance brokerage and risk management consultant headquartered outside of Washington, D.C. Mr. Schaefer specializes in liability protection for directors and officers of public and private companies, and can be reached at dschaefer@ahtins.com.

Belmont Partners’ March 27th Webinar tackled the complex subject of D&O Insurance. Our panel of exceptional insurance brokers and underwriters, joined by attorney Richard Anslow, defused the myths that D&O insurance is too complex to master and too costly to acquire. They replaced that myth with a reliable, working knowledge of the unique contractual distinctions of a D&O policy and outlined key coverage variables essential to a D&O policy for those who seek its risk transfer protection.

Belmont Partners’ thanks corporate/securities attorney Richard Anslow; insurance executive Terri Katzenberger from AH&T Insurance; Director Manish Shaw from Carpenter and Moore; and Assistant Vice President Jason Wallace from Navigators Pro; for participating in this informative event.

The D&O webinar drew registrants from top-tier law firms and corporations across the nation, as well as from Canada and China. It focused on multiple perspectives: the unique placement and underwriting challenges posed by a reverse merger; Sarbanes-Oxley compliance; independent directors—and the right mix of foreign and American-born Board members when taking a China-based company public; good corporate governance and the role it plays in lowering the cost of D&O insurance; and how to secure the best terms possible when purchasing D&O insurance.

To order the archived Directors and Officers Insurance webinar, or to learn more about upcoming events, click here or call Belmont Partners at 540•675•3149.

Don’t miss this issue’s definitive D&O insurance article by AH&T’s David Schaefer, which augments the D&O webinar. In the world of D&O insurance, lexicon and word meanings are intensely narrow and precise. Coverage frequently hinges on a word’s presence or absence. Its complex construction can challenge even seasoned professionals. Mr. Schaefer defines the 12 key coverage features you must consider when evaluating your current or prospective D&O policy. If you need to know about D&O, read his insightful analysis!