2019 ANNUAL REPORT
Table of Contents
A Letter from Chris Trowbridge Notable Transactions 2019 Trophy Case Notable Case Wins Philanthropic Involvement Community Leadership New Hires Representative Clients
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Photo courtesy of Gensler © Alicia Spaete/Gensler
A Letter from Chris Trowbridge As we kick off our celebration of 40 years in the Dallas business community and look ahead to an exciting new decade brimming with promise, we’d also like to seize this opportunity to reflect on our recent history. At Bell Nunnally, we take a lot of pride in presenting this Annual Report because all the great results are attributable to the trust and confidence placed in us by our clients and business partners and the outstanding efforts of our lawyers and support team. Turning 40 never felt so good. In this brief recap, you’ll find the highlights from Bell Nunnally’s strong 2019. We’ll explore some of the meaningful and intensive philanthropic efforts undertaken, celebrate our community commitment and “peek under the hood” into some of our signature matters and wins. Deeply aware that none of our accomplishments are individual, it’s crucial that we take time to celebrate all contributions throughout the year. Our team’s work ethic and commitment to each other, to our clients and to outstanding results make Bell Nunnally a different kind of law firm and an environment that continues to attract outstanding talent – at all levels, both attorneys and business professionals. In fact, we’ll also introduce our newest additions in this report. Of course, 2019 also marked an evolution in my role. It is both an honor and a challenge to serve as Managing Partner on the heels of a great leader like Jim Skochdopole. One thing I can assure everyone is that the blueprint Jim provided us all – prudent growth, a collegial culture and outworking our competition – isn’t changing. We’re staying the course, and I’m truly excited for the future. Here’s to 2020 and the decade ahead!
Christopher B. Trowbridge Managing Partner
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Notable Transactions IberiaBank Partner Nikki Gibson represented IberiaBank as Administrative Agent and Lender in connection with a $77.5 million syndicated loan to construct a senior living facility in Atlanta, Georgia.
Ryan, LLC Partner Larry Shosid, along with Associate Ira Perez represented Ryan, LLC in the acquisition of all of the issued and outstanding shares of stock of a company that seeks state unemployment, federal unemployment and social security tax refunds for corporate clients. The target was a former public company and the transaction structure involved complicated tax and securities planning to minimize taxes of target stockholders, anticipate dissenters’ rights and provide indemnification and indemnity for potential claims.
Studio Movie Grill Bell Nunnally client Studio Movie Grill (SMG), a national in-theater dining company with 333 screens, secured a $100 million minority investment from New York-based TowerBrook Capital Partners L.P. (TowerBrook). Partners Ray Balestri, Nikki Gibson, Jean Boyea, Andrew Dowdy, Danica Mathes and Jim Skochdopole and associates Natasha Gandhi, Murphy Sayre and Peter Kosydar were members of the firm’s deal team.
Archeio Technologies Partners Ray Balestri and Andrew Dowdy and associates Peter Kosydar and Murphy Sayre represented client Archeio Technologies in its sale to Houston-based Quorum Business Solutions, Inc., a Thoma Bravo portfolio company. Archeio Technologies is a Dallas-based provider of oil and gas document classification and smart search technology. Bell Nunnally counseled Archeio in all aspects of its business since its founding in 2014, beginning with entity formation and initial financing and through its ultimate sale to Quorum.
Texas-based Healthcare System Partner John Smart represented a large Texas-based healthcare system in an “extraordinary ability” permanent residency application to provide immigration status to an internationally known OBGYN transplant specialist. This doctor has been instrumental in establishing the leading uterus transplant program in the United States, which has received national and international news coverage.
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Notable Transactions Vertical Communications, Inc. Bell Nunnally represented Vertical Communications, Inc. (d/b/a VERTICOM), a Dallas-based communication infrastructure services company that provides real estate, engineering and construction services to wireless, small cell, fiber and cable companies, in the December 2019 sale of its equity to industry peer NTI Connect, LLC, a subsidiary of ORIX. Partners Jim Skochdopole and Andrew Dowdy and associates Ira Perez, Stephen Iya and Peter Kosydar were members of the firm’s deal team.
Copper Compressions Partner Ray Balestri, along with associates Natasha Gandhi, Peter Kosydar and Ira Perez represented Copper Compressions, an e-commerce company that sells compression garments, braces, sports apparel and other related items, in a sale of substantially all of its assets to an affiliate of Sports Products of America, LLC.
National Apartment Association Partner Jeff Tinker represented the National Apartment Association along with dozens of apartment communities, including five of the 10 largest communities in the country, to address allegations of copyright infringement and negotiate licenses for the public performance of music at their properties.
Syndicated Loan Partner Ed McQueen represented a financial institution administrative agent in a $100 million syndicated loan transaction.
Japanese Foreign Associate Partner Jason Nardiello and Associate Jennice Lee represent a portfolio of hundreds of trademarks for a Japanese foreign associate. These trademarks cover some of the largest and most well-known Japanese name-brands doing business in the United States.
Optical & Telecommunication Solutions, Inc. Partner Larry Shosid and Associate Stephen Iya represented the seller in the sale of substantially all of the assets of Optical & Telecommunication Solutions, Inc. to AFL Enterprise Services, Inc.
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Multi-Family Sale Transaction Partner Nikki Gibson represented a real estate developer in connection with the $46 million sale of a multi-family residential development in Houston, Texas.
Texas-based Real Estate Investor Partners Kassandra McLaughlin and Nikki Gibson and associates Peter Kosydar and Murphy Sayre represented a Texas-based real estate investor in the acquisition of a shopping center in Denton, Texas including the formation, acquisition, commercial finance and leasing for the transaction.
Race Street Partner Jean Boyea represents the developer of the Race Street redevelopment, a large mixed-use project in the River East Neighborhood of Fort Worth on all of its retail matters.
Paramount Aerospace Systems USA Partner John Smart successfully represented South African client, Paramount Aerospace Systems USA in sixteen L-1B specialized knowledge nonimmigrant visa applications filed with Citizenship and Immigration Services. These applications provided immigration status and work authorization for project-critical South African workers to enter the United States and complete a major defense contract involving adversary air support out of Paramount’s Fort Worth Alliance Airport facility. 8
Notable Transactions AT&T Performing Arts Center As of 2019, Bell Nunnally and Partner Danica Mathes, head of the firm’s Entertainment, Advertising and New Media and Intellectual Property practice areas, serve as Preferred Legal Counsel to the AT&T Performing Arts Center and provide entertainment, intellectual property, and other legal support for performances and other events at the Center’s premier venues, including the Winspear Opera House and the Wyly Theatre.
California-based Flex-warehouse REIT Partner Kassandra McLaughlin represents a California-based flex-warehouse REIT on its real estate needs including negotiation of leases, property management issues, eminent domain cases and litigation for the REIT’s portfolio of $5 million rentable square feet across the State of Texas.
Ocean Fresh Partner Ray Balestri, along with Associate Peter Kosydar represented Ocean Fresh in the sale of substantially all of its assets to Nixon Uniform Services, Inc. Ocean Fresh operated in the linen and textile rental services, and direct sale business. Ocean Fresh provided laundry services for a number of hospitals and physicians’ offices in the Dallas/Fort Worth area, which required a large number of third parties to consent to the assignment of their master services agreements.
Bishop Arts District Multi-Family Partner Kassandra McLaughlin represents a Texas-based multi-family developer in the ground-up developments (including zoning and acquisition) in the growing Bishop Arts District in the North Oak Cliff neighborhood of Dallas.
K2 Partners, Inc. Bell Nunnally represented the shareholders of K2 Partners, Inc. – a Florida provider of powder coating and electroplating services to customers in Texas and Florida – in the April 2019 sale of 100% of their capital stock to a subsidiary of AZZ Inc. AZZ is a Fort Worth, Texas-based global provider of metal coating services, welding solutions, specialty electrical equipment and highly engineered services to the power generation, transmission, distribution and industrial markets. Partner Jim Skochdopole and associates Ira Perez and Peter Kosydar were members of the firm’s deal team.
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2019 Trophy Case Eighteen Bell Nunnally attorneys featured in BEST LAWYERS IN AMERICA® 2020 list: Alana Ackels, Jeff Ansley, Mike Bowers, Jean Boyea, Bennett Cullum, Nikki Gibson, Karen Hart, Heather Jobe, Jeff Lowenstein, Danica Mathes, Kassandra McLaughlin, Russell Mills, Larry Shosid, Jim Skochdopole, John Smart, Chris Trowbridge, Beverly Whitley and Tammy Wood. Best Lawyers named Larry Shosid “LAWYER OF THE YEAR” for Commercial Finance Law in DFW. Bell Nunnally named to “BEST LAW FIRMS” list in 14 practice areas. Commercial Finance Law, Commercial Litigation, Mergers and Acquisition Law and Real Estate Law received a “TIER 1” ranking. Bell Nunnally’s January 2017 unanimous, $23.6 million jury verdict on behalf of Sidney, Nebraska-based cattle broker Midwestern Cattle named to “Texas Lawyer Hall of Fame Verdicts” list. Eleven Bell Nunnally attorneys named to TEXAS SUPER LAWYERS 2019 list: Jeff Ansley, Ray Balestri, Mike Bowers, Tom Case, Bennett Cullum, Jeff Lowenstein, Mark Shoffner, Jim Skochdopole, John Smart, Chris Trowbridge and Jay Wallace. Seven Bell Nunnally Attorneys named to 2019 TEXAS RISING STARS list: Alana Ackels, Heath Cheek, Andrew Dowdy, Kris Hill, Brent Hockaday, Brent Turman and Ross Williams. Eight Bell Nunnally attorneys featured on D Magazine’s “BEST LAWYERS IN DALLAS 2019” list: Jeff Ansley, Ray Balestri, Danica Mathes, Sonja McGill, Kassandra McLaughlin, Jim Skochdopole, Jeff Tinker and Chris Trowbridge. Two Bell Nunnally attorneys featured on D Magazine’s 2019 “BEST LAWYERS UNDER 40 IN DALLAS” list: Heath Cheek and Ross Williams. D CEO named Chris Trowbridge to DALLAS 500 list. Dallas Business Journal named Alana Ackels to “40 UNDER 40” list. Saba Syed receives “Outstanding Minority Attorney Award” from Dallas Bar Association. Nikki Gibson received Paul Quinn College’s “President’s Award.”
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Photo courtesy of The Dallas Cowboys
Notable Litigation TRICARE After six weeks of trial and two weeks of deliberation, a jury seated in the U.S. District Court for the Northern District of Texas, Dallas Division announced the acquittal of three defendants for the $100 million TRICARE health care fraud matter brought by the federal government. These defendants included Bell Nunnally client Steven Bernard Kuper – represented by Partner Jeff Ansley and Associate Arianna Goodman. TRICARE is a military service member and beneficiary health care program. In 2016, the U.S. Attorney’s Office for the Northern District of Texas indicted 13 individuals__including doctors, pharmacy owners and marketers – alleging that their fraudulent actions, including illegal kickbacks, caused TRICARE to incur “more than $100 million in actual losses.” Kuper owned and operated a Burleson, Texas-based compounding pharmacy, which was alleged to have paid kickbacks in exchange for prescription referrals. Kuper was charged with one count of conspiracy to commit health care fraud and multiple counts of violations of the federal anti-kickback statute.
RRAC Development GP, LLC The Dallas Court of Appeals affirmed a judgment in favor of firm client RRAC Development GP, LLC in a dispute over the transfer of an interest in a limited partnership. RRAC was represented by partners Mike Bowers and Beverly Whitley and Associate Scott Larson. After a non-jury trial, the 192nd Civil District Court rendered a judgment requiring MetroMarke Multifamily Development Fund I, L.P. to convey a limited partnership interest to RRAC, pay $2.7 million in delay damages, and pay RRAC attorneys’ fees for the appeal.
Sperlonga Data & Analytics Systems, LLC Partners Heath Cheek, Ross Williams and Jeff Tinker, along with associates Saba Syed, David Webster, T.J. Hales and Katie Beaird represented Sperlonga Data & Analytics Systems, LLC in a $30 million breach of contract and misappropriation of trade secrets dispute. The case involved two separate, high-stakes lawsuits. The first was a state court breach of contract that Sperlonga filed against Associa, Inc. (one of the largest property management companies in the country) for violating an agreement to onboard $1 million of Associa’s property owners onto Sperlonga’s proprietary credit reporting software. In retaliation, Associa’s subsidiary filed a misappropriation of trade secrets case against Sperlonga in the Northern District of Texas, claiming that Sperlonga improperly received and used a copy of ATG’s proprietary database from a third party. The Bell Nunnally team was able to secure a favorable settlement for the client after months of hard-fought litigation.
DIRTT Environmental Solutions Partners Jay Wallace and Kristopher Hill, along with Associate Saba Syed affirmed a take-nothing summary judgment in the U.S. Court of Appeals for the Fifth Circuit for their client in an age discrimination matter where the Plaintiff sought over $2 million. The court rejected claims brought against Calgary-based DIRTT Environmental Solutions and ordered that Plaintiff take nothing. 13
Bespoke Group, LLC Bell Nunnally partners Jeff Lowenstein and Karen Hart, along with Associate Saba Syed had a favorable client verdict affirmed in a per curiam opinion issued by the U.S. Court of Appeals for the Fifth Circuit. The outcome affirmed a “win” on behalf of Bespoke Group, LLC – a Dallas-based processor and exporter of dried food, including lentils, peas, chickpeas and other bean crops – and its sole owner and member Divyesh Patel in a case involving allegations of fraud brought by HostingExtreme Ventures LLC.
Real Estate Fraud Partner Ross Williams and Associate David Webster landed a nearly $3.5 million victory in a real estate fraud case following a summary judgment hearing in the 16th Judicial District Court, Denton County, Texas in September 2019. The case involved a high-net-worth individual who was defrauded of her life savings by an entrepreneur who persuaded her to invest in a hotel and house flipping project. The project turned out to be fraudulent. The judgment included an award of not only the client’s principal, but also her attorneys’ fees and treble damages.
Odessa Separator, Inc. Partners Jeff Lowenstein and Jeff Tinker, along with associates Saba Syed and Brent Turman, secured a unanimous jury verdict in a patent infringement case in favor of Odessa Separator, Inc., a Texas-based manufacturer of award-winning downhole sand and gas separation products that are used in oil wells throughout the world. Plaintiff sought damages in excess of $2 million.
FAMSA Partners Jay Wallace and Ross Williams secured a take-nothing arbitration ruling in favor of their client, FAMSA. The ruling followed a two-day final evidentiary hearing in the Rio Grande Valley, involving 11 witnesses (including four experts), in a matter brought by a former employee who sustained an injury at work and sought over $1.1 million in damages.
Buffalo Wild Wings In January 2019, the U.S. Equal Employment Opportunity Commission (EEOC) and Bell Nunnally client, Buffalo Wild Wings franchisee, R Wings R Wild LLC (RWRW), announced the settlement of a $3 million class action dispute that alleged claims of sex discrimination in violation of Title VII of the 1964 U.S. Civil Rights Act. The central claim brought against RWRW, the owner/operator of over twenty Buffalo Wild Wings franchise locations, stemmed from a male bartender who alleged that in 2014 he applied for and was denied employment due to his gender. RWRW agreed to a nominal monetary settlement, a fraction of the total amount initially sought by the Commission, and it agreed to conduct sex discrimination training at its locations to demonstrate its continuing commitment to providing equal employment opportunities for all. RWRW was represented by partners Jay Wallace and Alana Ackels and Associate Brent Hockaday. 14
Philanthropic Involvement Pancreatic Cancer Action Network Bell Nunnally served as the presenting sponsor for PurpleStride DFW 2019, a 5K walk/run in support of the Pancreatic Cancer Action Network’s (PanCAN) efforts to provide patient resources, support and research in the fight against pancreatic cancer. The November event at Klyde Warren Park in Dallas raised over $400,000. Bell Nunnally has been a sponsor and active participant in the event since 2011. In 2019, a combined 152 firm participants, family members and friends raised more than $31,000 – increasing the lifetime Bell Nunnally total raised to $205,000.
North Texas Food Bank Bell Nunnally has partnered with the North Texas Food Bank (NTFB) to help fight hunger across North Texas. All proceeds from the firm’s micro-market in the employee café are being donated to the NTFB, which provides access to nearly 200,000 meals for hungry children, seniors and families across the 13 counties it serves. In fiscal year 2019, the NTFB provided access to almost 77 million meals. Every dollar Bell Nunnally donates yields access to three meals for those in need. Since the partnership’s launch in August 2018, the firm has donated more than $25,000 to the NTFB.
Pro Bono Program Bell Nunnally has a robust Pro Bono program, which works in conjunction with our pro bono partners – Dallas Volunteer Attorney Program (DVAP), Human Rights Initiative of North Texas (HRI), Texas Appleseed and Buried Alive. The firm’s Pro Bono Committee facilitates the program, encourages firm attorneys to provide legal services to those in need and assists with finding opportunities. Dozens of Bell Nunnally attorneys have collectively provided hundreds of hours of pro bono time for several clients through this program.
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2019 Dallas Business Journal Minority Business Leader Awards
Saba 13 Syed - 2019 Outstanding Minority Attorney Award by the Dallas Bar Association
Community Leadership Bell Nunnally served as the presenting sponsor for the 2019 Dallas Business Journal Minority Business Leader Awards. Honorees are awarded for their outstanding business and community leadership. The State Fair of Texas Youth Livestock Auction and Scholarship Program announced a record-setting fundraising haul of $1.6 million – a 19.5% increase in funds raised year-over-year and the best Auction Day in the history of the fair – accomplished under the chairmanship of Partner Heath Cheek. The Leadership Council on Legal Diversity (LCLD) appointed associates Murphy Sayre and Saba Syed to serve as mentors to diverse, first-year law students in the “Success in Law School Mentoring Program.” Partner Kassandra McLaughlin was elected as the 2020 President Elect and 2021 President of CREW Dallas – the North Texas chapter of the national Commercial Real Estate Women (CREW) organization. Partner Jeff Lowenstein has been welcomed as a “Master of the Inn” on behalf of the Executive Committee of the Patrick E. Higginbotham American Inn of Court. David Webster is one of only 40 lawyers accepted to the Dallas Association of Young Leaders (DAYL) 2019 Leadership Class. The DAYL is the only bar organization in Dallas dedicated exclusively to the needs of young lawyers and the community service projects about which they are passionate. Partner Sonja McGill has been appointed to the board of directors for the SPCA of Texas, an animal welfare agency in North Texas with two shelters and three spay/neuter clinics located in Dallas and McKinney. Partner Ben Riemer has been elected to the board of directors of the Association for Corporate Growth (ACG) Dallas/Fort Worth Chapter. ACG is a national business-focused organization numbering more than 14,500 members globally. Associate T.J. Hales has been appointed to the board of directors for the Dallas LGBT Bar Association. He will serve as treasurer for the 2019-2020 term. Partner Sonja McGill has been elected to the board of directors for Fair Park First, a Dallas-based nonprofit charged with the stewardship of the 277-acre Dallas Fair Park. Associate Brent Hockaday has been elected a Texas Bar Foundation “Fellow,” a distinction bestowed on only one-third of one percent of all members of the State Bar of Texas in any single year and given in recognition of outstanding contributions to the legal profession and a proven commitment to the community. Partner Trey DeLoach has joined The First Tee of Greater Dallas (TFTD) Board of Governors – a chapter of the international youth non-profit initiative The First Tee. Associate Stephen Iya has been selected for the Dallas Regional Chamber’s 2019 LEAD Young Professionals (LEAD YP) program. Partner Alana Ackels has been selected to the 2019 “Fellows Program” class for the Leadership Council on Legal Diversity (LCLD) – an organization comprised of more than 300 corporate chief legal officers and law firm managing partners dedicated to building a more open and diverse legal profession. In addition, associates Katie Beaird and Jennice Lee were selected to the LCLD’s 2019 “Pathfinder Program.” Managing Partner Chris Trowbridge serves as Chairman of the Board of Directors for Thanks-Giving Square Foundation. Chris Trowbridge was appointed to a four-person committee tasked with managing Legalink globally. Legalink is a non-exclusive, international legal network of over 60 independent business-oriented law firms with members from the majority of the world’s main commercial centers. Partner Ross Williams serves as Chairman of the Board for Friends of Fair Park. Friends of Fair Park is a member-supported advocacy group for Fair Park preservation, restoration, and programming. He was also appointed to the board for 100 Men Dallas. 100 Men Dallas works with local charities to make an impactful donation to various charities that make a difference in the Dallas/Fort Worth region. Partner Danica Mathes currently serves as Board Chair-Elect for Big Thought. Big Thought is a nonprofit organization with a mission to close the opportunity gap by making imagination a part of everyday learning. Partner Ben Riemer completed his term as a member of Leadership Dallas, the Dallas Regional Chamber’s flagship leadership development program, aimed at providing Dallas with an ongoing source of diverse leaders who are prepared and committed to serve as catalysts and sustainers of positive change for the quality of life in the greater Dallas area.
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2019 New Hires Arun Avva Harvard Law School | J.D., magna cum laude, 2015 Georgetown University | B.S., magna cum laude, 2012 Arun Avva focuses his practice on commercial litigation. He assists individual and corporate clients – representing them before state and federal courts and government agencies – in contractual, trade secret, antitrust and other disputes and helps them achieve the best possible outcome given their business and legal objectives.
Reid Burley Baylor Law School | J.D., 2018 Baylor University | B.B.A., 2015 Reid Burley focuses his practice on commercial litigation, with an emphasis on creditors’ rights. He assists a variety of corporate clients in obtaining judgments and the enforcement of creditors’ rights through trials, post-judgment discovery, garnishments, charging orders and other post-judgment collection processes.
Parker Burns Baylor Law School | J.D., 2017 University of St. Andrews | B.A., 2014 Parker Burns is a member of the firm’s Litigation section. Before joining Bell Nunnally, Parker clerked for the Honorable David Counts of the U.S. District Court for the Western District of Texas and the Honorable Amos L. Mazzant, III of the U.S. District Court for the Eastern District of Texas.
Dominic Cruciani Southern Methodist University | J.D., 2019 The University of Texas at Austin | B.A., 2015 Dominic Cruciani is a member of the firm’s Litigation section. Prior to law school, Dominic earned his B.A. from The University of Texas at Austin (2015), where he was a four-year letterman for the Texas Longhorns football team.
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Keith French University of Virginia School of Law | J.D., 2013 Tougaloo College | B.A., summa cum laude, 2010 Keith French joined the firm’s Litigation practice with experience gained as a former Assistant United States Attorney (AUSA) with the U.S. Attorney’s Office, Southern District of Mississippi. Keith served a two-year clerkship for the Honorable Carlton W. Reeves of the United States District Court, Southern District of Mississippi. He is fluent in all aspects of trial management – from inception through resolution and appeals and has handled cases in both state and federal courts.
T.J. Hales Southern Methodist University | J.D., cum laude, 2016 Baylor University | B.B.A., with distinction, 2013 T.J. Hales is a member of the firm’s Litigation and Labor, Employment and Benefits practices. He has advised and represented employers in all areas of labor and employment law, including matters involving discrimination and harassment, as well as WARN and FLSA compliance. Prior to private practice, he clerked with the Honorable Christine A. Nowak in the Eastern District of Texas.
Mason Jones Baylor Law School | J.D., 2019 Baylor University | B.B.A., 2016 Mason Jones focuses his practice on commercial litigation. He assists in a wide variety of complex litigation matters, including breach of contract, as well as partnership and employment disputes.
Sydnie Shimkus Southern Methodist University | J.D., cum laude, 2016 Texas A&M University | B.A., cum laude, 2013 Sydnie Shimkus is a member of the firm’s Litigation and Labor, Employment and Benefits practices, where she regularly works with clients in both a consultative capacity and as part of their trial teams.
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Representative Clients Creating Opportunities
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