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Note 10 - Commitments and Contingencies
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]
10.
       Commitments and Contingencies
 
Dennis Demetre and Lori Lewis
: In
July 2012,
Dennis Demetre and Lori Lewis (the “Plaintiffs”), filed an action in the Supreme Court of the State of New York against HMS Holdings Corp., claiming an undetermined amount of damages alleging that various actions by HMS unlawfully deprived the Plaintiffs of the acquisition earn-out portion of the purchase price for Allied Management Group Special Investigation Unit (“AMG”) under the applicable Stock Purchase Agreement (the “SPA”) and that HMS had breached certain contractual provisions under the SPA. The Plaintiffs filed a
second
amended complaint with
two
causes of action for breach of contract and
one
cause of action for breach of implied covenant of good faith and fair dealing. HMS asserted a counterclaim against Plaintiffs for breach of contract based on contractual indemnification costs, including attorneys’ fees arising out of the Company’s defense of AMG in
Kern Health Systems v. AMG, Dennis Demetre and Lori Lewis
(the “California Action”)
,
which are recoverable under the SPA
.
Mediation took place in
September 2014
but the matter was
not
resolved. In
June 2016,
Kern Health Systems and AMG entered into a settlement agreement that resolved all claims in the California Action
.
 
In
January 2016,
HMS moved for summary judgment on its counterclaim for breach of contract and for summary judgment on the Plaintiffs’ breach of contract causes of action against HMS (HMS did
not
move for summary judgment on Plaintiffs’ breach of implied covenant of good faith and fair dealing claim). The motions were argued on
June 22, 2016.
A decision on the motions has
not
yet been issued by the Court and a trial date has
not
been set. HMS continues to believe that the Plaintiffs’ claims are without merit and will continue to vigorously defend against them.
 
Shareholder Proceedings
:
On
March 3, 2017,
a putative securities class action was filed in the Federal District Court for the District of New Jersey, entitled
Danahar v. HMS Holdings Corp., et al
. The complaint names the Company, its Chief Executive Officer, and its Chief Financial Officer as defendants and arises out of the Company’s disclosure on
March 2, 2017
that the filing of its
2016
Form
10
-K would be delayed in order to permit the Company to complete the Company’s previously disclosed review of its Estimated liability for appeals and related internal control over financial reporting, and that the Company’s auditor had informed the Company that it had identified what it believed was a material weakness in the Company’s internal control over financial reporting related to the CMS reserves. The complaint alleges that the Company’s Form
10
-K for the period ended
December 31, 2015
and its quarterly reports on Form
10
-Q for the period
January 1, 2016
to
September 30, 2016
were false and misleading for failing to disclose the matters set forth above. On
May 19, 2017,
the New Jersey District Court granted the defendants’ motion to transfer the action to the United States District Court for the Northern District of Texas. The action is at its early stages, and the Company has
not
yet responded to the complaint.
 
From time to time, HMS
may
be subject to investigations, legal proceedings and other disputes arising in the ordinary course of the Company’s business, including but
not
limited to regulatory audits, billing and contractual disputes, employment-related matters and post-closing disputes related to acquisitions. Due to the Company’s contractual relationships, including those with federal and state government entities, HMS’s operations, billing and business practices are subject to scrutiny and audit by those entities and other multiple agencies and levels of government, as well as to frequent transitions and changes in the personnel responsible for oversight of the Company’s contractual performance. HMS
may
have contractual disputes with its customers arising from differing interpretations of contractual provisions that define the Company’s rights, obligations, scope of work or terms of payment, and with associated claims of liability for inaccurate or improper billing for reimbursement of contract fees, or for sanctions or damages for alleged performance deficiencies. Resolution of such disputes
may
involve litigation or
may
require that HMS accept some amount of loss or liability in order to avoid customer abrasion, negative marketplace perceptions and other disadvantageous results that could affect the Company’s business, financial condition, results of operations and cash flows.
 
HMS records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is
not
both probable and estimable, HMS does
not
establish an accrued liability
.