Monthly Archives: June 2012

First Foundation Bank and Desert Commercial Bank Announce Amendments to Their Merger Agreement

Posted: June 15, 2012 at 7:20 am

IRVINE, CA--(Marketwire -06/14/12)- First Foundation Bank ("FFB"), and its parent holding company, First Foundation Inc. ("First Foundation" or "FFI"), and Desert Commercial Bank (DCB) (DCBC), announced today that on May 30, 2012, the second and third amendments to the definitive agreement and plan of merger under which FFB will acquire DCB were completed. The second amendment extends the termination date from June 30, 2012 to August 15, 2012. The third amendment, which requires the approval of DCB's shareholders, changes the date in the section regarding the registration and listing of FFI shares from April 30, 2013 to October 31, 2013.

Scott F. Kavanaugh, CEO of FFI and FFB, stated, "Changes in the regulatory environment brought about by the Dodd Frank Act have led to unexpected delays in the regulatory approval process. The second amendment provides additional time for our regulators to finish their review of our merger application."

Tony J. Swartz, President and CEO of Desert Commercial Bank, commented, "We understand the need for the additional time to complete this process and we continue to work with FFB in the regulatory review and approval process. We have also distributed a proxy to our shareholders asking for their approval of the terms of the third amendment with our recommendation that they approve these terms."

About First Foundation

First Foundation is a financial institution with over twenty years of experience that provides integrated investment management, wealth planning, consulting, trust and banking services. The company is headquartered in Irvine with offices in Irvine, La Quinta, Pasadena and San Diego, California. First Foundation Bank is a wholly-owned subsidiary of First Foundation Inc. For more information, please visit our website at http://www.ff-inc.com.

About Desert Commercial Bank

Established in June 2005, Desert Commercial Bank is a community bank supported by hundreds of local investors in the Coachella and Imperial Valleys. The goal of DCB's Founders was to build a locally owned and managed institution that reflected the broad interests and people of the communities it serves. FFB intends to continue and enhance that tradition. Headquartered in Palm Desert, DCB has offices in Palm Desert and El Centro. For more information, please visit our website at http://www.desertbanking.com.

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First Foundation Bank and Desert Commercial Bank Announce Amendments to Their Merger Agreement

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Facebook 'Like' Isn't Protected Speech Notes Los Angeles Employment Lawyer

Posted: at 7:19 am

LOS ANGELES, June 14, 2012 /PRNewswire/ --For most people when they click the "like" button on a Facebook page they don't think twice about whether that could affect their job. But, as social media rises in popularity and becomes more of a fixture in our everyday lives, consumers will have to start considering how their actions on social media sites could affect their 'offline' lives, reports Los Angeles employment lawyer Eric Grover of Keller Grover LLP.

The question about Facebook "liking" is now showing up in courtrooms across the country as judges are trying to determine whether First Amendment rights protect employees in the social networking world.

According to a recent decision by a Virginia district court judge, a Facebook "like" is not constitutionally protected free speech.The case looked at whether Sheriff B. J. Roberts of Hampton was entitled to fire six employees, because their actions on the social media site allegedly "hindered the harmony and efficiency of the office." The terminated employees had all clicked the "like" button on the page of the sheriff's political opponent, Jim Adams, in a 2009 re-election bid which Roberts won, the New York Times reports.

The terminated employees subsequently sued after they were fired, claiming that their First Amendment rights were violated. But Judge Raymond A. Jackson of the Federal District Court determined that simply clicking Facebook's thumbs up button did not constitute expressive speech. The judge clarified the point by indicating that if the employees had written out a message and posted it on the site, it would then be covered under their First Amendment rights.

The crux of this employment lawsuit ultimately hinges on whether a "like" qualifies as protected speech. Typically the court would have to determine what role an employee's statements played in their termination and whether there were other sufficient grounds for termination, such as insubordination or incompetence.That said if the speech was not protected then it cannot be a factor in determining whether the termination was legitimate.

The terminated employees allege that their expression of support for the sheriff's opponent was a protected political statement and that the "thumbs up" icon for a Facebook "like" is no different that an actual thumbs up, which is a legitimate expression of an opinion, hence protected.

"The laws regarding the limits of free speech in the new world of social media are just starting to develop," noted Bay Area employment lawyer Eric Grover."Until clearer standards evolve, both employers and employees need to be careful about what they say or do on social media outlets."

The ruling is expected to be appealed and potentially may even reach the Supreme Court.

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Florida animal rights activist says talk of violence against Wayne State University professor is free speech

Posted: at 7:19 am

A Florida animal rights activist is arguing that discussions of graphic violence against a Wayne State University animal researcher are federally protected free speech and not stalking.

Outside her preliminary examination Thursday in Detroit's 36th District Court, Camille Marino, 47, said she never intended to act on the violence she wrote about in an Oct. 22, 2011, e-mail to Dr. Donal O'Leary. The physiologist is in charge of cardiovascular research at Wayne State's medical school and conducts research on dogs and rats.

"I'm not a violent person," said Marino, accompanied by two women wearing T-shirts with the words "Wayne State murders and tortures dogs" on the back.

Her defense attorney, Matt Savich, said Marino's actions are free speech protected by the U.S. Constitution.

Marino is charged with aggravated stalking and unlawful posting of messages online, both five-year felonies, and trespassing. She was arrested May 2 after she chained herself to the doors of Wayne State's undergraduate library, surrounded by posters about O'Leary.

The preliminary examination, in front of Judge E. Lynise Bryant-Weekes, was continued until July 13 to give prosecutors time to respond to the constitutional argument.

O'Leary said Marino's words frightened him and his family. Calling the e-mail a "demented missive," O'Leary read parts of it in court, starting with the title "Welcome to Your Nightmare," and a reference to Freddy Krueger, a movie character that stalks and kills.

The e-mail included threats to strap O'Leary down and cut off his limbs with rusty saws, rip his teeth out one-by-one with pliers and pound them into his skull, crack his testicles "like walnuts" and feed his limbless body to starving dogs.

"I felt they were clearly from a disturbed individual that was threatening me personally, threatening my children, threatening my home, threatening my colleagues and my students," O'Leary said.

O'Leary testified that he and his neighbors received postcards with a picture of him and the words "I torture animals." He said he saw his name, picture and threats on Marino's Facebook page more than 20 times -- as recently as three days ago.

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RSVP For This Event Here

Posted: June 14, 2012 at 4:19 pm

The U.N. Arms Trade Treaty (ATT) will be negotiated in New York in July. In October 2009, the Obama Administration reversed the previous Administrations position and decided to support the negotiation of the Treaty. One reason to be concerned about the Treaty is its potential effect on rights protected in the U.S. under the Second Amendment. Senator Jerry Moran has led the way in expressing these concerns. Last summer, he led 44 of his colleagues in notifying President Obama and Secretary of State Clinton of their intent to oppose the ratification of any ATT that in any way restricts Americans Second Amendment rights. In March, he introduced the Second Amendment Sovereignty Act of 2012, which would bar funding for any ATT that would restrict Second Amendment rights, and, in late May, working with Senator Jon Tester (D-MT), he offered a similar amendment which passed by a voice vote to the FY 2013 State, Foreign Operations and Related Programs Appropriations Bill.

Join us as Senator Moran discusses his concerns with the ATT, reviews the Senates determination to protect Second Amendment freedoms and U.S. sovereignty, and offers a look ahead at one of the most important and contentious international negotiations of 2012.

Senior Research Fellow in Anglo-American Relations Read More

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N.J. Supreme Court: Homeowners group can't order resident to remove political signs

Posted: at 4:19 pm

PARSIPPANY Wasim Khan, a frequent Democratic candidate in Republican Morris County, hasnt won any elections, but Wednesday he scored a big victory in the state Supreme Court.

The court ruled 5-1 that the homeowners association at his Parsippany townhouse complex violated his free-speech rights when it ordered him to remove campaign signs from his window and door during his run for township council in 2005.

"Its a great victory for free speech," Khan said. "Im so proud of our Supreme Court and our state. Its incredible."

"Ideas cannot be fleshed out unless people have fearlessness that what they do will not have any repercussion," said Khan, 56, a physician who works in cancer research as a consultant to pharmaceutical companies.

The Mazdabrook Commons Homeowners Association ordered Khan to remove his signs, telling him the complexs rules allowed only "for sale" signs to be posted, according to court documents.

A judge in Superior Court found that the sign prohibition did not violate Khans free-speech rights, but Khan appealed. An appellate court ruled in his favor and yesterdays ruling upheld the appeals courts decision.

"Balancing the minimal interference with Mazdabrooks private property interest against Khans free-speech right to post political signs on his own property, we conclude that the sign policy in question violates the free-speech clause of the State Constitution," the court ruled.

The court noted the U.S. Supreme Court has called residential signs "a venerable means of communication that is both unique and important" and that has "played an important part in political campaigns."

Frank Askin, director of the Rutgers Law School Constitutional Litigation Clinic, who filed a brief supporting Khan on behalf of the American Civil Liberties Union, called the decision "a fantastic free-speech victory for the million-plus residents" who live in condominium or townhouse complexes governed by associations.

"Almost all of these associations have regulations banning signs," Askin said, "Its a very important decision."

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Freedom High's Erik Faulkner named among 19 top principals in the state

Posted: at 1:21 am

The prize may be Principal of the Year, but Erik Faulkner is no awards hog.

"I am very honored and humbled," Freedom High's leader said. "This is not a singular award. (I share it with) my co-workers, students, parents and community. I may have a vision or ideas but it takes a whole bunch of dedicated people to help implement and nurture to be successful.

"This award is the culmination of many people who share the passion for student success as I do," he added.

The Oakley administrator was surprised to hear about the nomination, and then by the win itself.

The award represents Contra Costa and Alameda counties and was given to him by the Association of California Administrators during a ceremony at Ruby Hill.

In addition, his Freedom colleagues surprised him with an announcement to the entire staff and added the news to the school's marquee.

"I was very flattered, but (after a couple days), I had it removed ... I was feted enough," Faulkner said.

Nominated by Liberty Union High School District Superintendant Eric Volta, Faulkner is now in elite company as one of 19 top principals in the state.

"He has worked very hard to make this a school the entire community can be proud of," said teacher Fidel Garcia.

Garcia, who's known the principal for a decade, said Faulkner brings "a very strong leadership" to their school. "He has really built a strong community here, and brings a high level of accountability

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Liberty Interactive in Neutral Zone – Analyst Blog

Posted: at 1:21 am

Referenced Stocks: HSNI, LINTA, VVTV

We reiterate our long-term Neutral recommendation on Liberty Interactive Corp. ( LINTA ) following its mixed first-quarter 2012 financial results. We believe the TV home shopping business will continue to flourish in the near future as the global macro-economy is expected to gradually stabilize compared with the massive fluctuations in the last couple of years.

Liberty Interactive's most prestigious division QVC continues to perform well. QVC shopping network has successfully transformed itself into a powerful global brand, which may facilitate the company to boost its revenue in double digits. The strategic move taken by management to offer QVC programs on mobile platforms, such as smartphones and tablets, was a huge success. Furthermore, the company is generating positive free cash flow. We believe Liberty Interactive is currently fairly valued as the company is undergoing a process to create Liberty Ventures tracking stock.

Liberty Interactive's QVC division has become the undisputed market leader in the $8 billion TV home-shopping business. Currently, QVC commands an estimated 69% market share, far ahead of its nearest rivals, HSN Inc. ( HSNI ) and ValueVision Media Inc. ( VVTV ). Furthermore, Liberty Interactive also owns a 32% stake of HSN Inc. TV home-shopping business is characterized as having quite stable customer base, generally women. QVC accounts for over 11 million customers in the U.S., which is expected to grow in the long term.

Currently, QVC's services are distributed to approximately 195 million homes worldwide. Despite facing devastating earthquake and tsunami in Japan, resulting in severe disruption of QVC TV shows in the country, Liberty Interactive managed to retain its sales momentum in Japan.

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of The NASDAQ OMX Group, Inc.

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Vistar to Acquire Liberty Distribution Company, LLC.

Posted: at 1:21 am

RICHMOND, Va.--(BUSINESS WIRE)--

Vistar, a division of Performance Food Group, Inc. (PFG), has announced it will acquire Liberty Distribution Company, LLC (Liberty). The acquisition brings together two distributors of candy, snacks and beverages. Liberty is based in Chandler, Arizona, with additional locations in Mechanicsburg, Pennsylvania and Memphis, Tennessee. Liberty was founded in 1998 by Jim Schweikert and is one of the nations leading distributors of candy and snacks to national and regional retail establishments. The transaction is expected to close by the end of June.

Liberty employs approximately 150 people at its three locations. Vistar is very excited to partner with the Liberty team, to expand products and services, and to leverage the exceptional capabilities of both organizations.

George Holm, president and CEO of Performance Food Group, stated, Liberty is a well-respected organization whose values are aligned closely with Vistar and the entire PFG organization. Serving customers with unique requirements is something Liberty does extremely well and Liberty will be an integral part of Vistars continued success.

Patrick Hagerty, president and CEO of Vistar, added, We have long admired Liberty. They pioneered the availability of candy and snacks to non-perishable retailers. This category is now common place in retail industries where it was virtually unknown just 15 years ago.We are excited to be adding the entrepreneurial spirit of Libertys management team and we are confident that they will be instrumental in helping Vistar meet its long term growth strategy.

James Schweikert, founder and CEO of Liberty, noted, I am pleased and proud that we have been successful in bringing these two great companies together. This transaction ensures that the commitment to integrity, customer service and execution, which have been the hallmarks of Liberty Distribution, will continue into the future with the greater financial strength and market breadth that Vistar provides. Concurrent with this transaction, Jim Schweikert has announced his decision to retire from Liberty; however, he will remain in an advisory capacity as Liberty joins the Vistar team. Liberty will remain a standalone company under the direction of Robert Armstrong, who is currently the Chief Operating Officer and will become President at the close of the transaction.

About Performance Food Group:

Performance Food Group Company is the parent company of the leading family of foodservice distributors Performance Foodservice, Vistar, and PFG Customized Distribution. Through these three segments, it delivers over 94,000 national and proprietary branded food and food-related products to more than 115,000 independent and national chain restaurants, quick-service eateries, pizzerias, theaters, schools, hotels, healthcare facilities, and other institutions via its 64 distribution centers and 12 Merchants Mart locations across the United States. Altogether, Performance Food Group Companys family of distributors offers outstanding service with a wide variety of high quality products that, along with the strength of our industry wide relationships and expertise, helps customers run their businesses successfully. For more information, visit http://www.pfgc.com.

About Liberty Distribution Company:

Founded in 1998, Liberty Distribution Company works with numerous world-class retailers with products in over 50,000 locations. They specialize in the distribution of candy, snacks and other impulse items to retailers who do not traditionally offer food products. Libertys commitment is focusing on delivering outstanding, value added distribution services through their integrity, superior customer service and execution.

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Liberty Interactive in Neutral Zone

Posted: at 1:21 am

We reiterate our long-term Neutral recommendation on Liberty Interactive Corp. (LINTA) following its mixed first-quarter 2012 financial results. We believe the TV home shopping business will continue to flourish in the near future as the global macro-economy is expected to gradually stabilize compared with the massive fluctuations in the last couple of years.

Liberty Interactives most prestigious division QVC continues to perform well. QVC shopping network has successfully transformed itself into a powerful global brand, which may facilitate the company to boost its revenue in double digits. The strategic move taken by management to offer QVC programs on mobile platforms, such as smartphones and tablets, was a huge success. Furthermore, the company is generating positive free cash flow. We believe Liberty Interactive is currently fairly valued as the company is undergoing a process to create Liberty Ventures tracking stock.

Liberty Interactives QVC division has become the undisputed market leader in the $8 billion TV home-shopping business. Currently, QVC commands an estimated 69% market share, far ahead of its nearest rivals, HSN Inc. (HSNI) and ValueVision Media Inc. (VVTV). Furthermore, Liberty Interactive also owns a 32% stake of HSN Inc. TV home-shopping business is characterized as having quite stable customer base, generally women. QVC accounts for over 11 million customers in the U.S., which is expected to grow in the long term.

Currently, QVCs services are distributed to approximately 195 million homes worldwide. Despite facing devastating earthquake and tsunami in Japan, resulting in severe disruption of QVC TV shows in the country, Liberty Interactive managed to retain its sales momentum in Japan.

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Liberty Mutual Insurance Receives USAA Supplier Award

Posted: at 1:21 am

BOSTON--(BUSINESS WIRE)--

Liberty Mutual Insurance has been given the Above and Beyond award from USAA for its work to create a program that allows USAA to better manage employee absences. The award recognizes key suppliers for significant contributions to USAAs operations.

In making the award, USAA a leading financial services provider for members of the military and their families recognized Liberty Mutual Insurance for working with USAA to develop and implement a program to manage planned and unplanned employee absences. This system provides near real-time employee absence data, allowing USAA to serve its members with optimal scheduling and staffing.

We take a holistic, proactive approach to helping our employees come to work and be engaged and productive, notes Jeff Weiss, USAA senior vice president. Beyond tracking planned and unplanned absences, we can inform employees of certain benefit programs that provide support for unplanned absence events, such as child care back-up options. By proactively providing resources to employees, USAA minimizes outside issues and stressors, allowing employees to focus on serving our members.

Jean Scarrow, chief operating officer of Liberty Mutual Insurances Group Benefits business unit, was honored by the award. We strive to help policyholders better manage the significant cost of employee absence. The award which validates the value we bring to USAA and other policyholders is tremendously meaningful coming from a leader in absence management.

About Liberty Mutual

Helping people live safer, more secure lives since 1912, Boston-based Liberty Mutual Insurance is a diversified global insurer and the third largest property and casualty insurer in the U.S. based on 2011 direct premiums written as reported by the National Association of Insurance Commissioners.

Liberty Mutual Insurance also ranks 84th on the Fortune 100 list of largest corporations in the U.S. based on 2011 revenue. As of December 31, 2011, Liberty Mutual Insurance had $117.1 billion in consolidated assets, $99.3 billion in consolidated liabilities, and $34.7 billion in annual consolidated revenue.

Liberty Mutual Insurance offers a wide range of insurance products and services, including personal automobile, homeowners, workers compensation, property, commercial automobile, general liability, global specialty, group disability, reinsurance and surety. Liberty Mutual Insurance (www.libertymutualinsurance.com) employs over 45,000 people in more than 900 offices throughout the world.

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Liberty Mutual Insurance Receives USAA Supplier Award

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