Dallas Bar Association
HEADNOTES
Focus Corporate Counsel/Securities
November 2018 Volume 43 Number 11
Focus
Corporate Counsel/Securities
Everything You Wanted to Know About FINRA Arbitration BY RICHARD A. LEWINS
You are speaking with a friend, client, business associate, or family member and the subject of investments comes up. They indicate that they have lost thousands of dollars on investments recommended to them by their broker or investment advisor, and they wonder if there is anything you can do about it. While there are some investments that are sold by non-licensed individuals, for purposes of this article we will assume that the person who recommended the investment at issue was licensed. The fastest and easiest way to determine what type of licensing you are dealing with is to go to www.brokercheck.com, and enter the person’s name. If an advisor is licensed with a broker dealer, then any claim against such person will need to be filed in arbitration governed by the Financial Industry Regulatory Authority (FINRA). If such advisor is not affiliated with a FINRA broker dealer, but is licensed as an investment advisory representative with a Registered Investment Advisory firm, the advisor may also have a mandatory arbitration clause in its account opening documents, usually with either the American Arbitration Association (AAA), or JAMS. This article will focus on arbitration through FINRA. For cases between FINRA members and
their customers, the case will be governed by the rules and procedures set out in the FINRA Code of Arbitration Procedure for Customer Disputes (the Code). The Code can be found at the FINRA website, www. FINRA.org. There are several key distinctions in the Code versus the rules and procedures in court, or even other arbitration forums. For example: Time Limit – Rule 12206 of the Code sets out what you might consider the statute of limitations; however, the Code refers to it as the eligibility rule. The Rule states that you have 6 years from the occurrence or event that gives rise to the claim to file. There is no discovery rule to extend that time. Pleading Standard – Rule 12302(a)(2) states that the Statement of Claim must specify the relevant facts and the remedy requested. As FINRA Arbitration is a forum of equity, not law, the claim does not have to be tied to any particular law or statute. The majority of claims brought center around the concepts of suitability and the firm’s failure to supervise. That is, the broker has a duty to only recommend investments that are suitable for the investor, the broker breached that duty and his brokerage firm failed in its duty to supervise the actions of its broker. Respondents cannot answer with a gen-
eral denial—they must address each of the facts laid out in the Statement of Claim, and state the relevant defenses. Selection of Arbitrator(s) – Depending upon the size of your case, it will be determined by either a single arbitrator, or a panel of three arbitrators. The arbitrators are not employed by FINRA, but are men and women in the community that have met the educational and business criteria set out by FINRA. You will be provided one to three lists of potential arbitrators from which you are to rank and/or strike. For each potential arbitrator you will be provided an Arbitrator Disclosure Form. This form will give you educational and employment history and prior arbitration service and award history. You will not have an opportunity to voir dire them. Hearing Location – The pools from which the potential arbitrator lists will be generated are located in designated hearing location cities in each state. In Texas, those cities are Dallas and Houston. All cases to be heard in Texas will be in either Dallas or Houston, depending upon which city is closest to the Claimant at the time the alleged bad act took place. Discovery – Discovery is extremely limited in FINRA Arbitration. There are lists of presumptively discoverable documents that both sides are required to produce.
Not included in the Respondent’s list is the whether or not the Respondent carries any type of insurance that might cover the claim. Most people are surprised to find out that the overwhelming majority of brokerage firms do not carry any type of E&O or D&O insurance. You can ask, but brokerage firms do not have to answer. Additionally, under Rule 12507(a)(1) standard interrogatories are generally not permitted, and under Rule 12510 depositions are strongly discouraged and rarely allowed except to preserve testimony of an ill or dying witness. The Hearing – Hearings are typically conducted in hotel conference rooms or office building conference rooms that have an arrangement with FINRA. The Rules of Evidence do not apply. The arbitrator(s) typically err on the side of inclusion of evidence and testimony, including hearsay and past misdeeds of either the Claimant or Respondent. As you can see, FINRA arbitration is not for the faint of heart. But if you want to try and recover for the misdeeds of someone you, or someone you know, trusted with hard earned investment dollars, it may well be the only game in town. HN Richard A. Lewins is the owner of LewinsLaw, PC and can be reached at rlewins@lewinslaw.com.
THANK YOU TO OUR MAJOR DONORS The Dallas Bar Association and Legal Aid of NorthWest Texas kicked off their annual Equal Access to Justice Campaign benefitting the Dallas Volunteer Attorney Program. A number of Dallas firms, corporations, and friends have committed major support. Join us in recognizing and thanking the following for their generous gifts*:
PLATINUM ($10,000) Akin Gump Strauss Hauer & Fled LLP Baker Botts L.L.P. DBA Business Litigation Section Deans & Lyons, LLP Haynes and Boone Foundation Kastl Law, PC Latham & Watkins LLP Schiff Hardin LLP Sidley Austin LLP Thompson & Knight Foundation Trinity Industries Vistra Energy Winston & Strawn LLP
Jerry & Sherri Alexander Hartline Dacus Barger Dreyer LLP CHAIRMAN’S COUNCIL (25,000) Anonymous Foundation DIAMOND (15,000) Dallas Association of Young Lawyers
GOLD ($5,100+) American Academy of Matrimonial Lawyers, Texas Chapter Balch & Bingham LLP Baron & Budd Drinker Biddle & Reath LLP Eberstein & Witherite, LLP Fish & Richardson Greenberg Traurig, LLP Jeff & Annette Patterson Perkins Coie LLP The Nancy & John Solana Advised Fund of the Dallas Foundation Hon. Lewis R. Sifford Robert Tobey White & Case LLP
Law firms, corporations, and individuals wishing to make a pledge will be prominently recognized beginning at the $5,000 level each month through January. To donate, contact Michelle Alden, aldenm@lanwt.org. For more information about the Campaign visit www.dallasbar.org/dvapcampaign. *Donors as of press time.
Inside 10 The Basics of Mergers and Acquisitions 14 DBA Bench Bar Conference 16 Letters of Intent – Often a Trap for the Unwary 19 Not So Blue Skies in Delaware?
FREE MCLE One of the many Member Benefits that the DBA offers is more than 400 continuing legal education (CLE) courses each year, most of which are offered at no charge. Join or Renew now at www.dallasbar.org.
2 He a d n o t e s l D a l l a s B a r A s s o ciation
Novem ber 2018
Calendar November Events
Visit www.dallasbar.org for updates on Friday Clinics and other CLEs.
FRIDAY CLINICS
NOVEMBER 2-BELO Noon
“Cunning, Baffling and Powerful: An Attorney’s Biggest Foe Is Not Opposing Counsel,” Dr. Ben Albritton, Amara Durham, and John McShane. (Ethics 1.00)* RSVP to yhinojos@dallasbar.org. Co-sponsored by the CLE and Peer Assistance Committees. “Environmental Law Guidance for Non-Environmental Lawyers,” Jill Kotvis. (MCLE 1.00)* Two Lincoln Centre, 5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240. Parking is available in the Visitor’s Lot located in front of the entrance to Two and Three Lincoln Centre. There are several delis within the building. Food is allowed inside the Conference Center. Thank you to our sponsor Fox Rothschild LLP. RSVP to yhinojos@dallasbar.org.
NOVEMBER 16-BELO Noon
“Spoliation of Evidence,” Julia Pendry. (MCLE 1.00)* RSVP to yhinojos@dallasbar.org.
THURSDAY, NOVEMBER 1 Noon
Construction Law Section “That’s Mine! – Recognizing and Addressing Recurring Intellectual Property Issues in the Construction Industry,” Colbie Campbell. (MCLE 1.00)*
Legal Ethics Committee
2:00 p.m. JLTLA CLE
DAYL Judiciary Committee
6:00 p.m. An Evening with Ron Chernow— Sold Out! Cocktail Reception at 6:30 p.m.; Dinner at 7:15 p.m. Benefiting the Sarah T. Hughes Diversity Scholarships. Hosted by the Dallas Bar Foundation. Tickets $300. To purchase, log on to www.dallas barfoundation.org or call (214) 220-7487.
Noon
Government Law Section Topic Not Yet Available
CLE Committee
Criminal Justice Committee
Publications Committee
Christian Lawyers Fellowship
St. Thomas More Society
3:30 p.m. DBA Annual Meeting
6:00 p.m. JLTLA Board of Directors Meeting
MONDAY, NOVEMBER 5
FRIDAY, NOVEMBER 9
DVAP Ad Litem Video “2017 Probate Guardian Attorney & Ad Litem Attorney.” RSVP to vallejod@lanwt.org. (MCLE 4.00, Ethics 1.00)*
Noon
TUESDAY, NOVEMBER 6 8:00 a.m. JLTLA Election Protection Training Noon
DBA Awards Luncheon All members invited. We will honor award recipients Hon. Barbara M.G. Lynn, DBA Professionalism Award; and present our Committee and Section awards. RSVP to lhayden@dallasbar.org.
Corporate Counsel Section “Hot Topics in Corporate Governance,” Alain Dermarkar and Evan Singer. (MCLE 1.00)*
Tort & Insurance Practice Section “Texas Supreme Court Update,” Justice Debra Lehrmann. (Ethics 1.00)*
6:00 p.m. DAYL Board of Directors Meeting
WEDNESDAY, NOVEMBER 7 Noon
Employee Benefits & Executive Compensation Law Section Topic Not Yet Available
North Dallas Friday Clinic “Environmental Law Guidance for NonEnvironmental Lawyers,” Jill Kotvis (MCLE 1.00)* Two Lincoln Centre, 5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240. Parking is available in the Visitor’s Lot located in front of the entrance to Two and Three Lincoln Centre. There are several delis within the building. Food is allowed inside the Conference Center. Thank you to our sponsor Fox Rothschild LLP. RSVP to yhinojos@dallasbar.org.
Noon
Alternative Dispute Resolution Section “Spotlight on Mediating Highly Emotional Claims,” Todd Allen and Paul Finn. (MCLE 1.00)* Media Relations Committee “Recent Updates to the Anti-SLAPP Law,” Jason Bloom, Chad Baruch, Hon. Dale Tillery, and John Jansonius, moderator. (MCLE 1.00)* RSVP to jsmith@dallasbar.org.
Monday, December 10 6:00-8:00 p.m. at Belo Enjoy pictures with Santa, magician, sing-alongs, clown, face-painting, tap dancing by Class Act, and more!
DAYL/DWLA Women’s Mentoring Circles
DVAP New Lawyers Luncheon. RSVP to reedbrownc@lanwt.org.
Family Holiday Party
Non-Profit Law Study Group
Noon
Science & Technology Law Section Topic Not Yet Available
Securities Section “Internal Investigation Fundamentals,” Paige Holden Montgomery and Angela Zambrano. (Ethics 1.00)*
DAYL Membership Committee
Noon Probate, Trusts & Estates Law Section “Preferences and Topics,” Hon. Weldon Copeland, Hon. Brenda Hull Thompson, and Hon. Ingrid Warren. (MCLE 1.00)*
Dallas Bar Foundation Board Meeting
DAYL Lawyers Promoting Diversity Committee
6:00 p.m. DHBA Board of Directors Meeting
WEDNESDAY, NOVEMBER 28 Noon
Entertainment, Arts & Sports Law Section “The Music Modernization Act,” Chris Castle. (MCLE 1.00)*
Appellate Law Section “Ambush: When Error Preservation Rules Allow a Surprise Attack,” Steve Hays. (MCLE 1.00)*
DAYL Lunch & Learn CLE
Municipal Justice Bar Association
THURSDAY, NOVEMBER 29
Minority Participation Committee
Christian Legal Society
Noon
DAYL Animal Welfare Committee
Dallas LGBT Bar Association
FRIDAY, NOVEMBER 30
DWLA Board of Directors Meeting
FRIDAY, NOVEMBER 16
Noon Friday Clinic-Belo “Immigration 101,” Angela M. Lopez. (MCLE 1.00)* RSVP to yhinojos@dallasbar.org.
MONDAY, NOVEMBER 19 Noon
Legal History Discussion Group Topic Not Yet Available
9:00 a.m. Santa Brings A Suit Drive Drop Off – Circle Drive at Belo. Questions? Contact kzack@ dallasbar.org.
4:00 p.m. DAYL Swearing-In Ceremony
Labor & Employment Law Section “The Impact of the Evolving Data Privacy
Noon
Friday Clinic – Belo “Spoliation of Evidence,” Julia Pendry. (MCLE 1.00)* RSVP to yhinojos@dallasbar.org.
Intellectual Property Law Section “2018 State of Intellectual Property Law Address,” John Cone and Russ Emerson. (MCLE 1.00)*
Transition to Law Practice Committee “Interview with a Legal Legend: Justice Douglas Lang. Interviewed by Kathryne “Kate” Morris. (Ethics 1.00)*
Texas HS Mock Trial Needs Volunteers! Coach a Team
RSVP to rthornton@dallasbar.org
Pro Bono Activities Committee
Saving the Jury Trial Program “Should the Modern Jury Trial Be Preserved?” Greg Curry, Jerry Fazio, Will Pryor, Paula Sweeney, and Hon. Royal Furgeson, moderator. (MCLE 1.00)* RSVP to bavina@dallasbar.org.
HOW YOU CAN HELP
Bring an unwrapped toy to donate to charity.
TUESDAY, NOVEMBER 27
3:30 p.m. DBA Board of Directors Meeting
Law in the Schools & Community Committee
MONDAY, NOVEMBER 26
Morris Harrell Professionalism Committee Dallas Asian American Bar Association
Noon
MONDAY, NOVEMBER 12
Offices closed in observance of Thanksgiving holiday
THURSDAY, NOVEMBER 15
DBA/DAYL Moms in Law. Mesero-Inwood Village. RSVP to rfitzgib@gmail.com.
Energy Law Section Topic Not Yet Available
FRIDAY, NOVEMBER 23
5:15 p.m. LegalLine. Volunteers needed. Contact sbush@ dallasbar.org.
Trial Skills Section “What She Said…Tricks of the Trade for Success at Trial,” Shonn Brown, Monica Latin, Carmen Mitchell, and Brian Lauten, moderator. (MCLE 1.00)*
Noon
Admissions & Membership Committee
7:45 a.m. Dallas Area Real Estate Lawyers Discussion Group
DBA CSF Board Meeting
Offices closed in observance of Thanksgiving holiday
Health Law Section “Healthcare Transaction Environment and Legal Considerations,” John Meidl and Corey Palasota. (MCLE 1.00)*
International Law Section “IBA Guidelines on Conflicts of Interest in International Arbitration,” Andrew Melsheimer. (Ethics 1.00)*
THURSDAY, NOVEMBER 22
Family Law Section “Using Today’s Technology to Improve the Division of Property Process in Family Law Cases,” Alison Wood. (MCLE 1.00)*
Entertainment Committee
WEDNESDAY, NOVEMBER 14 Noon
Blockchain Law Study Group “Blockchain is Coming: Is the Real Estate Industry Ready?” Kevin Shtofman. (MCLE 1.00)*
WEDNESDAY, NOVEMBER 21
THURSDAY, NOVEMBER 8
Noon
Public Forum/Media Relations Committee
DAYL In-House Committee
Community Involvement Committee
Tax Law Section “Tax Cuts and Jobs Act Impact on Compensation & Benefits,” James Deets and Jim Griffin. (MCLE 1.00)*
Senior Lawyers Committee
TUESDAY, NOVEMBER 20
Mergers & Acquisitions Section Topic Not Yet Available
Home Project Committee
5:30 p.m. Bankruptcy & Commercial Law Section Topic Not Yet Available
Noon
Immigration Law Section “NTAs, RFEs, NOIDs, Best Practice Tips,” Mary Durbin and Lisa M. Sotelo. (MCLE 1.00)*
Lawyer Referral Service Committee
Friday Clinic – Belo “Cunning, Baffling and Powerful: An Attorney’s Biggest Foe Is Not Opposing Counsel,” Dr. Ben Albritton, Amara Durham, and John McShane. (Ethics 1.00)* RSVP to yhinojos@dallasbar.org. Co-sponsored by the CLE and Peer Assistance Committees.
Courthouse Committee
Noon
Business Litigation Section “What’s Appropriate, What’s Not, and Witness Preparation Techniques to Avoid the Problem,” Brian Lauten and Carol Payne. (MCLE 1.00)*
FRIDAY, NOVEMBER 2
Noon
Solo & Small Firm Section “Systems & Tips for Grievance Prevention,” Lisa McKnight, John McShane, and Jerome Stein. (Ethics 1.00)*
Judiciary Committee
Family Law Section Board Meeting
Peer Assistance Committee
“Immigration 101,” Angela M. Lopez. (MCLE 1.00)* RSVP to yhinojos@dallasbar.org.
NOVEMBER 30-BELO Noon
Landscape on Employment Law,” Amanda Brown and Michael Correll. (MCLE 1.00)*
TUESDAY, NOVEMBER 13
NOVEMBER 9-NORTH DALLAS** Noon
Real Property Law Section Topic Not Yet Available
• • • •
Help team prepare for competition Schools located in Dallas No litigation experience required Work around your schedule!
Score a Competition • • • •
Earn self-study CLE & network with attorneys No litigation experience required Only 3 hour time commitment It takes over 200 attorneys to score a day of competition! We need you!
2019 Competitions: Saturday, January 19th, Saturday, January 26th, Friday, March 1st - Saturday, March 2nd. All taking place at George Allen Courthouse. Questions? Contact the State Coordinator at texashsmocktrial@dallasbar.org or call 214-220-7484 www.texashighschoolmocktrial.com
If special arrangements are required for a person with disabilities to attend a particular seminar, please contact Alicia Hernandez at (214) 220-7401 as soon as possible and no later than two business days before the seminar. All Continuing Legal Education Programs Co-Sponsored by the DALLAS BAR FOUNDATION. *For confirmation of State Bar of Texas MCLE approval, please call Grecia Alfaro at the DBA office at (214) 220-7447. **For information on the location of this month’s North Dallas Friday Clinic, contact yhinojos@dallasbar.org.
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Novem ber 2018
President’s Column
Headnotes
Thanksgiving: A Time for Reflection and Reinvention BY MICHAEL K. HURST
“When I started counting my blessings, my whole life turned around.” –Willie Nelson What likely began as a religious observance, American Thanksgiving has become our Country’s most celebrated holiday. Many of us think of family, friends, football, turkey feasts, parades, our Country, our soldiers, God, perhaps those less fortunate and going around the tables expressing that for which we are most thankful. For some, Thanksgiving is a time for reflection. As the holidays approach this year, I am especially reflective about the Dallas legal community—from where we have come and to where we are hopefully going. I think about our lowincome neighbors and their access to our civil justice system. I think about what we can do to ensure that women and minorities continue to have increased opportunities in our profession. I think about the injustice and tragedy of how girls and women in our community continue to be trafficked and abused. I think about whether the civil jury trial will be something that will only be seen in history books. I think about why I have had opportunities in life that many people with lesser means or different innate characteristics have not had. And I think about depression and the many people that can be saved, and the ones for whom it is too late. As I have focused a great deal of my time this year on being DBA President, my eyes have been opened wider to many opportunities for the betterment of humanity. In fact, so many that it overwhelms me. The fire in my heart for making a difference has never burned so hot. Finally, I reflect on how I and our legal community in general have had the opportunities and the ability to continuously reinvent ourselves. For instance, 30 years ago Dallas lawyers had not figured out how to independently fund and volunteer time for representation of clients that could not afford access to our civil courts. Since that time, the DBA has embarked on an annual campaign that initially raised less than $100,000 from the legal community to now over $1 million per year, added more staff and provided representation for tens of thousands of pro bono clients. And now, the DVAP Endowment should expand and protect legal services to the poor for generations and serve as a template for other communities around the Nation. Once again, I am thankful that we are able to ensure that many of our pro bono clients have Thanksgiving dinners when DBA Board members, colleagues at my firm, and my family will purchase and deliver dinners to 20 homes. To me, deeds are the soul of Thanksgiving. Thankfully, the Dallas legal community has reinvented itself with respect to its recognition and treatment of women in our profession. We have a ways to go, but we should not forget the way things were. Venerable Dallas attorney Nina Cortell recounts: “The gains made by women in the legal profession over the four decades of my career have been remarkable by any measure. In Dallas, for example, it was a struggle to even get hired as a woman lawyer in the 70s, and there weren’t many of us. In stark contrast, women lawyers today, in significant numbers, preside in prestigious positions as judges at all levels of the judiciary and as leaders in corpo-
rations, law firms, law schools and throughout government. It is a new day.” The Dallas Bar will again be led by a woman next year, my good friend Laura Benitez Geisler, who will be the first Hispanic DBA President, and who will preside over a Board of at least half women. Dena DeNooyer Stroh, General Counsel of the North Texas Tollway Authority and former president of the Dallas Women Lawyers Association, is one such leader today. Dena recognizes some reasons behind this improvement. “Diversity in all forms brings documented improvements in law and is good for business in addition to being the right thing to do. We have come a long way, but still have a ways to go.” Thankfully, the Dallas Legal Community has reinvented itself in its acknowledgement and treatment of African Americans over the years. Sam Scott, the first African American lawyer in Dallas, only practiced here for 7 months in 1881. It was not until the late 1960s when the DBA first admitted an African American lawyer, Fred Finch, after not previously acting upon the applications of W.J. Durham and C.B. Bunkley in 1963. Hon. L.A. Bedford was the fourth African American member of the DBA. In 2004, Rhonda Hunter became the first African American president of the organization, with Paul Stafford holding the office eight years later. Today, the DBA Board is comprised of Anglo, African American, Asian American, and Hispanic attorneys. The DBA enjoys an outstanding partnership with the African American affiliate bar (J.L. Turner Legal Association), along with counter-parts associations for Hispanic descent attorneys (DHBA), Asian descent attorneys (DAABA), women lawyers (DWLA) and young lawyers (DAYL). JLTLA President Ashlei Gradney tell us: “Today, JLTLA is a well-embraced Sister Bar of the DBA, diverse and multicultural. This is due in part to not only pioneers dedicated to breaking down barriers, but also to the efforts of many forward-thinking DBA members of the past and present. Although there is still much work to be accomplished, the barricades that once hindered minority legal professionals are diminishing. Breaking the traditional public perception of the stereotypical attorney pedigree makes us all better advocates and I am so blessed to be a part of the movement towards inclusion.” For this, we are thankful. Indeed, we have a great deal of progress to be made with respect to opportunities for women and minorities in terms of pay, promotion, and decision-making power in our profession. But many “enlightened” lawyers are doing their best to move us forward. Finally, I am thankful for the opportunity to re-invent myself in so many ways, including from being that person who always felt he had to be “on” and could not show downheartedness to someone who is up front with some of his feelings of despair. I am thankful that I confessed my depression when conducting a voir dire presentation at the DAYL Trial Skills Boot Camp. The result was three young lawyers contacting me and asking for assistance. The holidays are particularly known to be times of loneliness and dejection for many. This Thanksgiving, let us count our blessings and reflect on how we can continue to be leaders in our profession and community. Please let me know if you want to visit. Michael
Join us at the DBA Awards Luncheon
DBA MEMBER REMINDER – RENEW ONLINE TODAY!
We will honor award recipients: Hon. Barbara M.G. Lynn, DBA Professionalism Award Elsa Manzanares, Outstanding Minority Attorney Award Peer Assistance and Public Forum Committees, Jo Anna Moreland Outstanding Committee Award Science & Technology Law Section, Cathy Maher Special Section Award
Go to dallasbar.org and click on Member Login to access the Online Renewal form.
Tuesday, November 6, noon at Belo.
All members are invited to attend. RSVP to lhayden@dallasbar.org.
You may renew your 2019 DBA Dues online starting TODAY!
If you prefer to mail in your payment, log in and select the View your 2019 Dues Statement option to print and mail in your 2019 DBA DUES STATEMENT with payment. Your 2019 DBA DUES must be paid by December 31, 2018 in order to continue receiving ALL your member benefits. Thank you for your support of the Dallas Bar Association!
Published by: DALLAS BAR ASSOCIATION
2101 Ross Avenue Dallas, Texas 75201 Phone: (214) 220-7400 Fax: (214) 220-7465 Website: www.dallasbar.org Established 1873 The DBA’s purpose is to serve and support the legal profession in Dallas and to promote good relations among lawyers, the judiciary, and the community. OFFICERS President: Michael K. Hurst President-Elect: Laura Benitez Geisler First Vice President: Robert L. Tobey Second Vice President: Aaron Z. Tobin Secretary-Treasurer: Vicki D. Blanton Immediate Past President: Rob D. Crain Directors: A. Shonn Brown (Vice Chair), Jonathan Childers, Chalon Clark, Stephanie Culpepper, Isaac Faz (President, Dallas Hispanic Bar Association), Sakina Foster, Ashlei Gradney (President, J.L. Turner Legal Association), Hon. Martin Hoffman, Krisi Kastl, Dan Kelly, Shruti Krishnan (President, Dallas Asian American Bar Association), Bill Mateja, Karen McCloud (Chair), Kate Morris, Cheryl Camin Murray, Stephanie Osteen (President, Dallas Women Lawyers Association), Hon. Irma Ramirez, Jennifer Ryback (President, Dallas Association of Young Lawyers), Mary Scott, and Victor D. Vital Advisory Directors: Charles Gearing (President-Elect, Dallas Association of Young Lawyers), Erin Nowell (President-Elect, J.L. Turner Legal Association), Javier Perez (President-Elect, Dallas Hispanic Bar Association), Sarah Rogers (PresidentElect, Dallas Women Lawyers Association), and Jason Shyung (President-Elect, Dallas Asian American Bar Association) Delegates, American Bar Association: Rhonda Hunter, Mark Sales Directors, State Bar of Texas: Jerry Alexander, Rob Crain, David Kent, Gregory Sampson, and Brad Weber HEADNOTES Executive Director/Executive Editor: Alicia Hernandez Communications/Media Director & Headnotes Editor: Jessica D. Smith In the News: Judi Smalling Display Advertising: Tobin Morgan, Annette Planey, Jessica Smith Classified Advertising: Judi Smalling PUBLICATIONS COMMITTEE Co-Chairs: Alexander Farr and Carl Roberts Vice-Chairs: Andy Jones and Beth Johnson Members: Timothy Ackermann, Logan Adcock, Wesley Alost, Stephen Angelette, Michael Barbee, David Black, Jason Bloom, Grant Boston, Andrew Botts, Emily Brannen, Jonathan Bridges, Amanda Brown, Angela Brown, Eric Buether, Casey Burgess, Cory Carlyle, Paul Chappell, Charles Coleman, Wyatt Colony, Shannon Conway, Natalie Cooley, Daniel Correa, G. Edel Cuadra, Jerald Davis, James Deets, James Dockery, Elisaveta (Leiza) Dolghih, Angela Downes, Sheena Duke, Charles Dunklin, Dawn Fowler, Juan Garcia, Britaney Garrett, Michael Gonzales, Andrew Gould, Jennifer Green, Kristina Haist, Susan Halpern, Bridget Hamway, Edward Harpole, Meghan Hausler, Jeremy Hawpe, Lindsay Hedrick, Marc Hubbard, Brad Jackson, Andrew Jones, Kristi Kautz, Thomas Keen, Daniel Klein, Michelle Koledi, Kevin Koronka, Susan Kravik, Jess Krochtengel, Dwayne Lewis, Margaret Lyle, Lawrence Maxwell, Jordan McCarroll, R. Sean McDonald, Kathryn (Kadie) Michaelis, Elise Mitchell, Terah Moxley, Daniel Murray, Jessica Nathan, Madhvi Patel, Keith Pillers, Kirk Pittard, Laura Anne Pohli, Luke Radney, Mark Rasmussen, Pamela Ratliff, David Ritter, F. Colby Roberts, Bryon Romine, Kathy Roux, Stacey Salters, Joshua Sandler, Matthew Sapp, Justin Sauls, Mazin Sbaiti, Mary Scott , Jared Slade, Thad Spalding, Jacob Sparks, John Stevenson, Scott Stolley, Elijah Stone, Amy Stowe, Adam Swartz, Ashley Swenson, Robert Tarleton, Paul Tipton, Michael Tristan, Tri Truong, Pryce Tucker, Adam Tunnell, Kathleen Turton, Peter Vogel, Suzanne Westerheim, Yuki Whitmire, Jason Wietjes, Sarah Wilson, Pei Yu DBA & DBF STAFF Executive Director: Alicia Hernandez Accounting Assistant: Shawna Bush Communications/Media Director: Jessica D. Smith Controller: Sherri Evans Events Director: Rhonda Thornton Executive Assistant: Liz Hayden Executive Director, DBF: Elizabeth Philipp LRS Program Assistant: Biridiana Avina LRS Interviewers: Marcela Mejia, Viridiana Mejia Law-Related Education & Programs Coordinator: Melissa Garcia Membership Director: Kimberly Watson Director of Legal Education: Kathryn Zack Publications Coordinator: Judi Smalling Receptionist: Grecia Alfaro Staff Assistant: Yedenia Hinojos DALLAS VOLUNTEER ATTORNEY PROGRAM Director: Michelle Alden Managing Attorney: Holly Griffin Mentor Attorneys: Kristen Salas, Katherine Saldana Volunteer Recruiter: Chris Reed-Brown Paralegals: Whitney Breheny, Miriam Caporal, Tina Douglas, Andrew Musquiz, Jamie Odom, Carmen Perales, Alicia Perkins, Dominick Vallejo Program Assistant: Patsy Quinn Secretary: Debbie Starling Copyright Dallas Bar Association 2018. All rights reserved. No reproduction of any portion of this publication is allowed without written permission from publisher. Headnotes serves the membership of the DBA and, as such, editorial submissions from members are welcome. The Executive Editor, Editor, and Publications Committee reserve the right to select editorial content to be published. Please submit article text via e-mail to jsmith@dallasbar.org (Communications Director) at least 45 days in advance of publication. Feature articles should be no longer than 750 words. DISCLAIMER: All legal content appearing in Headnotes is for informational and educational purposes and is not intended as legal advice. Opinions expressed in articles are not necessarily those of the Dallas Bar Association. All advertising shall be placed in Dallas Bar Association Headnotes at the Dallas Bar Association’s sole discretion. Headnotes (ISSN 1057-0144) is published monthly by the Dallas Bar Association, 2101 Ross Ave., Dallas, TX 75201. 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Focus
Novem ber 2018
Corporate Counsel/Securities
Guiding Philanthropic and Association Leaders BY CORY HALLIBURTON
More than a decade ago, and due to what Bob Dylan might say was a simple twist of fate, my law practice took a deep, general counsel dive into the industry of tax-exempt entities. Public charities, private foundations, trade associations, religious organizations, and homeowners associations account for the bulk of the client demographic. I bear a few scars from the endeavor, but for the most part, serving as general counsel in the tax-exempt entities space is uplifting, challenging and fun. Below are a few high-level concepts to consider when serving as general counsel to the philanthropic or associational nonprofit entity.
Learn the Mission
For public charities and private foundations, the client’s charitable, religious, or educational purpose serves as a cornerstone for legal counsel. The
bottom line is generally secondary to serving the greater good of society. For trade associations, legal counsel is tailored to advance a mission statement that steers a larger industry served by a diverse corps of company or individual members. For religious organizations, there may be a thousand years of faith behind a present-day secular or ecclesiastical legal question. General counsel is wise to appreciate, if not study, these most fundamental aspects of the nonprofit client. By doing so, the attorney is in a far better position to use the law in a manner that honors the cornerstone of the client’s mission, faith, and tradition.
Learn the People
As general counsel, it is customary to report to an array of personnel such as—chief executive officers, board chairs, chief financial officers, vice presidents, and directors of programs, development, and technology.
NEED TO REFER A CASE? The DBA Lawyer Referral Service Can Help. Log on to www.dallasbar.org/ lawyerreferralservice or call (214) 220-7499.
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Many individuals fill these roles due to a passion for purpose. Some serve due to expertise in a field. Some are volunteers who are in a leadership role because they just cannot say ‘no’ when asked to serve on a volunteer board. General counsel must quickly learn and adapt to the sophistication and experience level of a particular client report.
nonprofit entity’s existence. It is general counsel’s job to not only spot legal issues, but also to educate the client reports to do so. General counsel should provide the legal wherewithal for the mission-focused or industry-emphasized client to achieve a mission or advance an industry without running afoul of the law.
Learn the Law
Many tax-exempt clients get the impression that general counsel is wise in all areas of the law. This is flattering but general counsel is more the wise by being keen to identify what general counsel knows not. If a client requests legal advice in an area uncommon or unknown to general counsel, it is time to either ‘practice law’ and arrive at the correct answer, or to communicate with the client about bringing in a colleague or expert who may better serve the client. Clients (and the Texas Lawyer’s Creed) will appreciate the honesty in this regard.
While knowing the mission and the people is great, clients call on general counsel for their knowledge of the law. The Texas Business Organizations Code, Tax Code, and Property Code are frequent go-to sources for state law authority over nonprofit corporations doing business in Texas. Most states have similar statutory schemes. From a federal law perspective, the Internal Revenue Code is a major legal artery that feeds into a larger body of other laws affecting tax-exempt entities. Indeed, there are a multitude of state and federal statutes that swirl into and around the tax-exempt entity, and legal issues within the tax-exempt demographic vary. Common issues for public charities include private inurement, private benefit, excess benefit transactions, and property tax exemption matters. For trade associations, throw antitrust into the mix, and for private foundations, self-dealing and excise tax issues. Moreover, fiduciary duties must blanket all actions of leadership. Many times it is volunteer leaders who are the target of scrutiny when it comes to these fairly complex legal concepts that exist at every turn of a
Learn What You Don’t Know
Learn to Enjoy Hardline Counsel
The general counsel—or, as some have coined, the consigliere – of a nonprofit client may, at times, suck the fun out of client’s philanthropic or associational three-ring circus, but sometimes hardline legal guidance is needed to ensure the client’s mission remains capable of providing—if, as and when appropriate—unlimited popcorn and snow cones. HN
Cory Halliburton is an attorney with Weycer, Kaplan, Pulaski & Zuber, P.C. He can be reached at challiburton@wkpz.com.
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Foundation Announces 8th Annual Diversity Scholarship Fundraiser STAFF REPORT
Victor Corpuz, of Jackson Lewis PC, and Chair of the Dallas Bar Foundation (DBF), is excited to announce that Toyota is the Presenting Sponsor for the DBF’s 8th annual fundraiser dinner event, An Evening with Ron Chernow. The sold-out event will be held on Tuesday, November 13, 2018. This annual fundraising dinner, which debuted in 2011, raises funds for the Foundation’s Judge Sarah T. Hughes Diversity Scholarship program for minority law students. The scholarship program was established in 1981 to promote diversity in the Dallas legal profession. The law students are committed to practicing here upon graduation and becoming DBA leaders. “As the Chair of the Dallas Bar Foundation Board of Trustees, I have the privilege of helping select the recipients of the Hughes Scholarship,” Corpuz stated. “It is a life-changing event for the students to receive this scholarship and be named a Hughes Scholar.” Without this event, the generous support of Toyota, and our table sponsors, we could not offer the number of scholarships we have today. Corpuz commented that the DBF currently has six Hughes Schol-
Ron Chernow
ars attending the three area law schools. This brings the total number of Hughes Scholars benefitting from the diversity scholarship to 62. Pulitzer prize-winning author and historian, Ron Chernow is the featured guest. Chernow’s most recent book, Grant, a biography of Ulysses S. Grant,
Moms in Law Events NOVEMBER
Being a working mom can be challenging. Being a working lawyer mom can be a different ballgame with its own unique challenges. Moms in Law is going on its third year of being a no pressure, no commitment, informal, fun, support group for lawyer moms. The November event is: November 9: Noon, Mesero-Inwood Village RSVP to rfitzgib@gmail.com Email christine@connatserfamilylaw.com to join the Moms in Law email listserv.
was named by The New York Times as one of the 10 Best Books of 2017. Mr. Chernow was awarded both the 2011 Pulitzer
Prize in Biography and the American History Book Prize for Washington: A Life. He is most widely known for his 2004 biography of Alexander Hamilton, which inspired the Broadway musical, Hamilton. He also served as the historical consultant for the show. Corpuz added, “Having Talmage Boston, a DBF Trustee and partner at Shackelford, Bowen, McKinley & Norton, LLP, interview Chernow is a real bonus for us.” The evening event is a great venue for law firms and businesses to entertain guests and meet Chernow while supporting the Hughes Scholarships, which serve to enhance the diversity pipeline for the Dallas legal community. To date, the Foundation has awarded over $2.4 million in Hughes Scholarships. Together we are making a difference and addressing the need for increased diversity in the North Texas legal community. For information about “An Evening with Ron Chernow” please contact Elizabeth Philipp at the Dallas Bar Foundation, (214) 220-7487. HN
If you have recently moved, please verify that we have your correct office and home address on file. Just login at www.dallasbar.org/membership, review the information, and update.
DVAP’s Finest CLARK DONAT
Clark Donat is a commercial litigation associate at Bracewell LLP.
wit h
Ron Chernow
Pulitzer Prize Winner: Washington: A Life Author: Alexander Hamilton, upon which the Broadway musical, Hamilton, is based Presidential Historian: Grant, named one of 10 Best Books of 2017 by The New York Times
Tuesday, November 13, 2018
Cocktail Reception at 6:30 pm • Dinner at 7:15 pm Benefiting the Sarah T. Hughes Diversity Scholarships For ticket in f or mation: DA L L A S BA R FO UNDATI ON (214) 220-7487 B el o Man s i on and Pav ilion / 2101 R oss Ave. / Dallas
Describe your most compelling pro bono case. One of the first pro bono matters I assisted with was to help a veteran from Iraq with his Permanent Physical Disability Retirement after said solider received a number of combat injuries. After almost four years, with constant communications with the pro bono client and the Department of the Army, my client was officially retired due to his permanent physical disability in 2014. After his retirement from the military, the client entered law school, due, in part, to his appreciation of my assistance and that of other attorneys at Bracewell LLP. Having a client not only appreciate the work you perform on his behalf, but to also want to become a lawyer based upon that representation, made the work very rewarding. Why do you do pro bono? Pro bono is about helping those in need. Access to the judicial system and to attorneys should be available no matter the financial ability of the client. This is why partnering with DVAP has been so rewarding. From helping an individual get a simple divorce to preparing their estate documents means so much to these pro bono clients who otherwise would be unable to afford any attorney to assist. I do pro bono for the people it helps the most—the clients. What impact has pro bono service had on your career? Pro bono service has allowed me to interact with clients on a much more personal level. You get to know these people—from their family and possessions in divorce cases to a veteran’s physical ailments and combat engagements. These interactions with pro bono clients allow an opportunity to see genuine gratitude and to find solace in your decision to be a lawyer. They, in essence, help reinforce my career choice on a daily basis. What is the most unexpected benefit you have received from doing pro bono? My most unexpected benefit has been a working knowledge of different parts of Dallas that I otherwise did not know much about. For instance, as part of preparing estate documents, I have traveled all around Dallas. This was to assist a number of older pro bono clients who are unable to come to Bracewell’s Dallas office. It was a pleasure to be welcomed in these individuals’ homes and to assist them.
Pro Bono: It’s Like Billable Hours for Your Soul. To volunteer or make a donation, call 214/748-1234, x2243.
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Focus
Novem ber 2018
Corporate Counsel/Securities
The Basics of Mergers and Acquisitions BY PATRICK H. ROSE, IV
Mergers and Acquisitions, commonly known as “M&A,” refers to the buying, selling, or combining of businesses. While M&A law is under the umbrella of corporate law, it encompasses many legal disciplines that are required to successfully close an M&A transaction, including real estate, tax, employment, intellectual property, securities, litigation, environmental, antitrust, and healthcare. This article covers basic considerations that every lawyer should know about private-company M&A. This article is not intended to cover every consideration in an M&A transaction and does not cover specific issues related to public-company M&A or M&A in the bankruptcy context. For purposes of this article, “stock” refers to the equity ownership in a company, and “shareholder” refers to an owner of a company, in each case, regardless of entity type. Buyers in M&A transactions are generally either strategic buyers or financial buyers. A strategic buyer is a company that acquires another related company primarily to achieve growth. A financial buyer is an investor, such as a private equity group, that is more interested in the returns that it can receive from acquiring a business. M&A transactions can be structured in three basic ways: asset deals; stock deals; or mergers. Parties choose a structure for various reasons, including tax considerations, third-party approval requirements, regulatory issues, and liability concerns. The purchase price can be paid in cash, stock, assumption of liabilities, or a combination of the foregoing. Buyers often hold back part of the purchase price to cover potential indemnity obligations and/or structure part of the purchase price as an “earn out”
based on future performance. In an asset purchase, the buyer acquires certain assets used in the business of the seller. Buyers often prefer asset deals because they can choose which assets to acquire and which liabilities, if any, to assume. Asset deals also generally have favorable tax treatment for buyers. In a stock purchase, the buyer purchases all the stock of the company from the company’s shareholders. Sellers often prefer stock deals because they wish to sell both their ownership in the company and any company related liabilities. Stock deals generally have favorable tax treatment for sellers; however, certain elections can be made in limited circumstances to treat a stock deal as an asset deal for tax purposes. In a merger, two companies merge together to become a single ongoing company. Mergers can take on a variety of forms and are often used when there are numerous shareholders in the target company, as there is generally a lower threshold for shareholder approval. M&A transactions generally emerge from discussions between the parties (facilitated through personal relationships or through investment bankers). A discussion will lead to preliminary due-diligence. If the parties believe that the transaction is a good fit, they will negotiate a letter of intent (LOI) that outlines the key elements of the transaction. While generally non-binding, other than exclusivity and confidentiality, the LOI should be taken seriously, as parties rarely agree to modify key terms set forth in the LOI. Since the LOI sets the tone for the transaction, it is important that the parties assemble their team of advisors prior to the LOI stage to avoid having to reconsider certain aspects later.
After signing the LOI, the parties perform extensive due-diligence and negotiate the definitive transaction agreement. Due diligence drives the negotiation of the definitive agreement and may uncover issues that require tailored provisions or adjustments to economics of the transaction. The buyer generally performs the bulk of due diligence, as it needs to fully understand the business, while the seller generally only cares about the buyer’s ability to pay. Sellers may perform more extensive due diligence when stock is issued by the buyer as part of the purchase price. The definitive agreement generally includes: a description of what is being purchased/sold; the purchase price and payment terms; description of the closing; representations and warranties of the seller (extensive) and buyer (limited), along with corresponding disclosure schedules; preand post-closing covenants; closing conditions; and indemnification obligations. The closing either occurs when the definitive agreement is signed or at a later date. For delayed closings, certain conditions must be satisfied to close the transaction, including regulatory and third-party approvals, and there must be no material adverse effect on the business of the seller.
At the closing, the parties exchange the purchase price and other required documents, such as promissory notes, escrow agreements, stock certificates, tax certificates, employment agreements, and bills of sale. After the closing, the work of integrating two companies begins. The parties monitor the accuracy of representations, performance of the business, and ongoing obligations, such as earn-out performance (if applicable) and non-compete obligations. If something goes wrong, the parties look to the indemnification or dispute resolution provisions that were negotiated in the definitive agreement. M&A transactions are fraught with potential pitfalls for sellers (e.g., selling a business and getting sued after the buyer mismanages it) and buyers (e.g., losing an investment with no recourse after the business fails because of undisclosed problems), and the transaction documents are generally highly complex and technical. Because of this, it is important for both parties to engage experienced M&A counsel to navigate the process. HN Patrick Rose is a senior associate at Wick Phillips and can be reached at patrick.rose@wickphillips.com.
DBA Annual Meeting The Annual Meeting is Friday, November 2, in the Pavilion. A reception begins at 3:30 p.m. and the meeting begins at 4:00 p.m. If you have prior DBA service and wish to run for a position, you must contact Alicia Hernandez (ahernandez@dallasbar.org (214) 220-7401), no later than Thursday, November 1, at 5:00 p.m. to receive information about service on the Board. You are required to complete a biographical form prior to the meeting. Following the meeting all DBA resident members with an e-mail address on file will receive an online ballot. If you wish to vote online, please make sure the DBA has your e-mail address by visiting the DBA website at www.dallasbar.org, or call Kim Watson at (214) 220-7414 before 5:00 p.m. on Thursday, November 1, 2018.
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Novem ber 2018
Schmooze Moves - Why Relationships with Your Courts Matter BY MARC J. TRAYNOR AND ADAM M. SWARTZ
While attorneys and judges must be careful not to violate the prohibition of private communications designed to influence a judge’s decision, interactions with judges’ court personnel, DAs, and opposing counsel play a role in whether you obtain a successful outcome for a client. What these folks think of you (and your work) can impact your ability to get the deals your clients want. Harvard Psychologists note that people quickly answer two questions when they meet you: (1) can I trust this person? and (2) can I respect this person? These are dimensions of warmth (trustworthiness) and competence, respectively, but studies show warmth is more crucial to creating a lasting first impression that ensures you are remembered when someone meets you again. Think of it in evolutionary terms: thousands of years ago when we
were all scrounging around in caves, it was more crucial to know if your neighbor intended to kill you and steal your food than if he could hunt or build a fire (not that those last two were not important). The present times are different, but the instinct lives on in our primitive brains. The truth is, this balance is a onetwo punch combination. Your competence is important but will not matter as much if no one trusts you. But natural (or surface-level) likeability can also quickly fade. For best results, build trust and back it up with actions. If someone already trusts you, you are more likely to get more objectives accomplished in the courts on any given day, have more beneficial negotiations, and reinforce the relationships you have built, which in turn compounds a positive first impression. Establishing trust, fostering a specific identity, and engaging in conversation with court staff can help make you professionally memorable and gain you courtesies that will make your life
Planning to do some holiday shopping on Amazon? If so, you can shop on Amazon and Give Back to DVAP! You can now help the Dallas Volunteer Attorney Program by simply shopping on Amazon. Go online to https://smile.amazon.com/ ch/75-2410525 to get started. When you shop through AmazonSmile, the AmazonSmileFoundation will donate .5% of the price of eligible purchases to DVAP.
proceed immeasurably more smoothly when dealing with these folks in the future. Trust, plus competence, will earn you respect.
First Things First - So How Do You Build Trust with People?
Be true to yourself; do not be afraid to be yourself…but manage yourself. You are selling a professional image, and sales is really just a transfer of enthusiasm. Back yourself up; do not give anyone any reason to question your credibility. Be punctual, listen more than you talk, put that cell phone away, and make frequent eye contact, do not act self-important, and be mindful of your word choices. Do not rain on somebody’s parade by discussing the failings of others, and own your mastery and your mistakes. Be humble and know what you do not know …no one expects you to be a robot (that is why courts maintain a record!).
Second Things Second – Respect.
There are two types of respect: owed respect and earned respect. And when it comes to respect, you must give it to get it. Here, in psychological terms, respect is nearly synonymous with competence. And when working with court clerks, coordinators, DAs, assistant DAs, bailiffs, and opposing counsel, regardless of whether you find them competent at their job or in a specific task, if you want their
respect (because having it is better for you and your client), you and your client are best served by treating each of them as a valuable part of the judicial system. Without these folks, the system collapses. Without these folks, justice (or injustice, depending on perspective) screeches to a halt.
The Big Takeaway Here
Ultimately, be genuine. You do not have to build a cult of personality, but showing your human side can help build trust, which then positively influences their perception of your competence. With trust and competence, you want to have and exhibit both characteristics, but you should be actively aware of how you portray yourself during initial meetings within professional networks. Competence, in our profession, is incredibly important. But, if one focuses too much on appearing smart and competent, it can lead one to skip social events, not ask for help, elicit suspicion from those one may want to influence, and generally come off as unapproachable. Just relax and do not forget that you are not a robot (and neither is anyone else)! To paraphrase Maya Angelou, people may forget what you said and what you did…but people will never forget how you made them feel. One hundred percent accurate. And to quote Zig Ziglar, “[Y]our attitude, not your aptitude, will determine your altitude.” HN
Marc J. Traynor and Adam M. Swartz are attorneys at The Swartz Law Firm. They can be reached at marc@theswartzlawfirm.com and adam@theswartzlawfirm.com, respectively.
2019 INAUGURAL OF Laura Benitez Geisler A T T HE O MNI D ALLAS H OTEL
Saturday, January 12, 2019 The Dallas Bar Association will inaugurate its 110th President, Laura Benitez Geisler at the inaugural ball on Saturday, January 12. The black-tie ball will include dinner, live music, and a silent auction. Cocktails 6:30 p.m. | Dinner 7:30 p.m. Tickets $175; Tables $1,750 | Judiciary $125 To reserve your ticket, contact Shawna Bush at (214) 220-7453 or sbush@dallasbar.org. Visit www.dallasbar.org for more information!
Remaining 2018 Friday Clinics Friday, November 2, Noon at Belo “Cunning, Baffling and Powerful: An Attorney’s Biggest Foe Is Not Opposing Counsel,” Dr. Ben Albritton, Amara Durham and John McShane | Ethics 1.00 Friday, November 9, Noon at Two Lincoln Centre (5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240) “Environmental Law Guidance for Non-Environmental Lawyers,” Jill Kotvis | MCLE 1.00 Thank you to our sponsor Fox Rothschild LLP. Friday, November 16, Noon at Belo “Immigration 101,” Angela M. Lopez | MCLE 1.00 Friday, November 30, Noon at Belo “Spoilation of Evidence,” Julia Pendry | MCLE 1.00 Friday, December 14, Noon at Two Lincoln Centre (5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240) “Target on My Back,” Hon. Erleigh Wiley | MCLE 1.00, Ethics 0.50 Thank you to our sponsor Fox Rothschild LLP. RSVP to yhinojos@dallasbar.org.
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BENCH BAR CONFERENCE 2018
Thank You to Point Multimedia for providing all the AV support at Bench Bar for 13 years! We appreciate you! Point Multimedia: (214) 247-2000 • www.pointmultimedia.com Graphic Development, Courtroom Operation, Video Depositions
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Focus
Novem ber 2018
Corporate Counsel/Securities
Letters of Intent – Often a Trap for the Unwary BY JOHN C. DICKEY AND REID JOHNSON
A poorly drafted letter of intent (LOI) can result in unintended obligations and liabilities. This article explores how courts interpret LOIs and provides practical guidance for drafting to help ensure their enforceability. Parties typically enter into a LOI when negotiating a possible transaction. LOIs often provide an outline of key business terms (e.g., purchase price and closing date), which are generally not intended to be binding on the parties. LOIs may also contain provisions that the parties intend to be binding (e.g., exclusivity, confidentiality, governing law and, notably, the non-binding nature of the letter). Parties may run into unintended consequences if they execute LOIs that do not sufficiently specify which provisions are binding and which are not. For example, an LOI may state that it is “in regard to a potential transaction” but then include extensive and binding language regarding exclusivity, confidentiality, and dispute resolution. Such imprecise drafting could create confusion regarding the LOI’s binding nature. Disputes often arise over whether parties have agreed to commit themselves to a transaction. In determining whether the parties intend to be bound, courts generally examine the following factors: (1) the actual words of the document; (2) the context of the negotiations; (3) whether the parties have par-
tially performed their obligations; (4) whether there are any remaining issues to negotiate; and (5) whether the subject matter of the negotiations customarily involve definitive written agreements. See Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P., No. 05-14-01383-CV, 2017 Tex. App. LEXIS 6658, 2017 WL 3033312 (Tex. App.—Dallas July 18, 2017, no pet. h.); Texaco v. Pennzoil, 729 S.W.2d 768, 784 (Tex. App.—Houston [1st Dist.] 1987, writ ref ’d n.r.e.). Courts have generally held that the first factor above is the most important (i.e., the exact language used by the parties in the LOI). However, parties’ actions can undermine such express intent language in a LOI. In Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P., the court held that the parties’ actions created a partnership despite non-binding language in their LOI. In Enterprise, each party’s obligations under the LOI were expressly conditioned on the execution of a definitive agreement. Although no definitive agreement had been signed, the parties spent time and money on the venture, stated publicly that the venture had been formed, and marketed the venture to potential customers. When Enterprise later failed to consummate a contemplated venture with Energy Transfer Partners, L.P. (ETP), ETP brought suit, alleging that Enterprise breached its contractual obligations and fiduciary duties to ETP. Despite the express provisions in
the LOI, the jury found that the parties’ conduct served to form a Texas law partnership, and that Enterprise had breached its fiduciary duty of loyalty to ETP by failing to consummate it. The award of $535 million to ETP is now on appeal. In contrast, in WTG Gas Processing, L.P. v. ConocoPhillips Co., 309 S.W.3d 635 (Tex. App.—Houston [14th Dist.] March 2, 2010), the seller required potential purchasers in a competitive bid process to agree to a LOI in which competing bids from different potential purchasers could be considered until the seller and the winning bidder executed a definitive agreement. During the bid process, the seller sent correspondence indicating that the transaction documents were in final form. The losing bidder brought suit against the seller attempting to enforce the unsigned agreement. The court held that despite such confirmed final transaction documents, execution of the definitive agreement “was clearly a condition precedent to contract formation and not merely a memorialization of an existing contract.” The court also rejected that oral seller “we have a deal” statements were sufficient to give rise to an enforceable agreement in light of the clear and controlling expression of intent in the LOI and bid procedures.
special care to include precise language that explicitly establishes the binding or non-binding nature of each LOI provision, as applicable. For example: “This letter of intent does not contain all matters upon which agreement must be reached in order for the [Transaction] to be consummated, and it shall be non-binding with respect to all matters except for Sections [Exclusivity, Confidentiality, Fees and Expenses, Governing Law and this Section, Nature of Letter]. Additionally, and except as specifically provided above, while this LOI is evidence of each party’s intent to consummate a transaction, nothing herein should be construed to be a legally binding agreement until a definitive agreement is executed by the parties.” Counsel should also advise clients to avoid engaging in conduct that unintentionally creates an enforceable agreement. Prior to definitive agreement execution, the parties should avoid (1) negotiating any third party agreements, (2) issuing premature public statements, (3) making misleading “we have a deal” statements, (4) marketing to any customers, or (5) otherwise representing that the transaction will close or has closed. Following these practices can help prevent a party from unintentionally entering into a binding agreement. HN
Avoiding the Trap
John C. Dickey is a partner and Reid Johnson is an associate at Barnes & Thornburg LLP and can be reached at john.dickey@ btlaw.com and reid.johnson@btlaw.com, respectively.
The drafter of a LOI should take
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Corporate Counsel/Securities
Associate’s Checklist: Are In-House Counsel Emails Privileged? BY AMBER D. REECE
Associates are often charged with reviewing documents for production. When representing a corporate client, those documents will contain hundreds, if not thousands, of emails between the company’s employees, including communications with in-house counsel. We all know the straightforward principles that the attorney-client privilege protects communications between lawyers and their clients and that the privilege belongs to the client. But for a corporate client, determining whether a communication is privileged is far more complicated: The privilege belongs to the corporation and protects communications between the corporation’s employees and corporate legal counsel on matters within the scope of their corporate responsibilities, as well as communications between corporate employees in which prior advice received is being transmitted to those who have a need to know that advice in the scope of their corporate responsibilities. Determining whether communications with in-house counsel should be withheld can get even more complicated when a company’s in-house lawyer is asked for advice on business, technical, or public-relations issues, or is responsible for making business decisions beyond the role of legal counsel. Whether an email is confidential depends on identifying the parties to the communication, the subject matter of the communication, and the purpose of the communication, and may vary widely depending on whether federal, state, or international laws relating to attorney-client privilege apply. Typi-
cally, when information is collected to serve a dual purpose—i.e., one for transmittal to an attorney in the course of professional employment and one not related to that purpose—the question is which of the two purposes “predominates.” However, at least one court has concluded that the Texas rules of evidence do not require that the primary purpose of the communication be to facilitate the rendition of legal services—only that the communication be made to facilitate the rendition of legal services. Another complicating issue can be the relationships between various corporate entities working on the same problem. The attorney-client privilege will generally cover communications between related entities so long as all the other requirements of the privilege are satisfied, but some jurisdictions have their own tests for evaluating the applicability of the privilege. For example, the Third Circuit held “the communityof-interest privilege allows attorneys representing different clients with similar legal interests to share information without having to disclose it to others”. And that is only the beginning… Keeping all this in mind, there are important questions you should address at the outset of a document-review project to determine whether you should mark an email involving in-house counsel as attorney-client privileged. First, review the pleadings and familiarize yourself with the dispute, then evaluate what law controls with respect to evidentiary issues and the parameters of the attorney-client privilege under that law. Second, make a list of key players
within the organization and their roles. As you review documents, this list may expand or change, but having some initial idea of each person’s function is crucial. If you come across names that you cannot identify, ask! The inclusion of anyone outside the organization or even non-essential employees may waive the privilege. Then, during the review, be sure to look at the entire thread and ask why each separate communication is being sent and why each recipient is included. Often a privileged communication will exist in a string of emails that continues to get circulated as more and more individuals are added to the
conversation. You will need to evaluate whether the privilege was waived at any point during the discussion and whether you can withhold only the privileged sections. Finally, prepare and timely produce a privilege log that complies with the forum’s procedural and evidentiary rules (including the local rules). Working through these issues first and reviewing communications carefully from the beginning will help you work more efficiently and accurately. HN Amber D. Reece is an associate at Figari + Davenport, LLP. She can be reached at amber.reece@figdav.com.
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18 H e a d n o t e s l D a l l a s B a r A s s o ciation
Novem ber 2018
7 Reasons Law Firms Still Resist Online Payments, Part I BY AMY MANN
Credit cards have officially become the preferred way to pay, with people able to make purchases practically wherever they are thanks to smartphones and laptops. While this has been great news for most industries, some lawyers and other professionals are still hesitant to jump on the bandwagon, for a variety of reasons. In this post, we will dispel seven common misconceptions about accepting credit cards online as payment for legal services.
“Credit cards are too expensive.”
There is no denying it—if you accept credit cards as payment for your ser-
vices, you will have to deal with credit card processing fees. Why? Plain and simple, there is a cost to move money in our financial system. Either way, more and more professionals accept that this is simply one cost of running a modern business today. After all, wouldn’t you rather get paid instantly via credit cards instead of waiting for a check to arrive several days later—or worse yet, not at all? The impact of faster payments and increased cash flow offsets late payments and the processing fees associated with credit cards. This certainly is not the first time an industry has had to make changes due to technological advances. However, once most businesses have adjusted to the latest tech, they find that their daily operations are faster
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and more efficient than before. In fact, lawyers who have made the switch to online credit card payments have said that, in actuality, the time they save is much more valuable than the fees they pay. Plus, the ability to go paperless will save you both time and money.
“Online payments will only make my practice more complicated.”
You might think adding another way for your firm to get paid will come with a learning curve. The truth is, however, a good online payment solution will actually make running your practice easier than before! By accepting online payments, you will be able to quickly send your bills via email and your clients will be able to pay you instantly—no more waiting for checks to arrive in the mail. While all online payment solutions charge a fee to process payments, the best payment solutions will only debit these fees at the beginning of the following month (rather than on a weekly or even daily basis.) This way, your deposit reports will show 100 percent of the payments you received, which will make reconciliation less complicated.
“My clients have no desire to pay me with their credit cards.”
Think about the world we live in today. More and more customers are shopping online for everything from
clothes to paper towels to cars. Ecommerce giants like Amazon and Ebay have completely changed how people prefer to shop and, more importantly, how they prefer to pay. You will not find a “Mail check” option on their websites. In fact, a recent study showed that as much as 75 percent of customers prefer to pay with a credit or debit card. Studies have also shown that 74 percent of households are now paying all of their bills online, and over half of consumers today do not carry checkbooks (or rarely do).
“Credit cards are for retail, not lawyers.”
This is a bit of an outdated school of thought. When credit cards were still an emerging form of payment, most lawyers saw them as “unprofessional,” being reserved strictly for point-of-sale businesses like restaurants or bars. Of course, as we have covered earlier, credit cards have now become the most popular way for customers to pay for goods and services. As much as 79 percent of today’s clients expect professional services to let them pay with their cards, according to a recent study. In other words, the opposite of this misconception is now true—if you do not offer clients the convenience of paying for your services online with a credit or debit card, you risk being seen as unprofessional. HN
Amy Mann is the Content Writer for Lawpay. She can be reached at amann@affinipay.com.
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Stephen Philbin Media Law Clerkship Awarded
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The 2018 Stephen Philbin Media Law Clerkship was presented at the 35th annual Stephen Philbin Awards Luncheon on October 12. It is the only media law clerkship offered in Texas. Jenna Johnson, student at Texas A&M University School of Law, was selected for the 6-week clerkship, which was split between time spent at The Dallas Morning News and Jackson Walker, LLP. Susan Philbin, sister of Stephen Philbin, established the clerkship through the Dallas Bar Foundation. (Left to Right): Russ Coleman, of Dean Foods, Chair of the Philbin Clerkship Committee; recipient Jenna Johnson; and Christine Larkin, of The Dallas Morning News.
N o v e mb e r 2 0 1 8
Focus
D al l as Bar A ssoci ati on l Headnotes 19
Corporate Counsel/Securities
Not So Blue Skies in Delaware? BY MITCH GARRETT AND ANDY RYAN
Choosing Delaware law may be a default setting for many commercial contracts. But corporate and securities lawyers should realize that choosing Delaware’s law does not automatically trigger application of Delaware’s bluesky laws. Unless the transaction has a substantial connection to Delaware, the parties’ choice of Delaware law may have no bearing whatsoever on whether a court applies Delaware’s blue-sky laws to the sale of securities. Although choosing Delaware law may be successful for other aspects of a contract, the same provision does not necessarily trigger Delaware’s blue-sky laws because Delaware courts have held that determining the scope of the Delaware Securities Act is a matter of substantive Delaware law. Thus, whether the Delaware Securities Act applies requires an analysis of Delaware law and choice of law provisions. Over twenty-five years ago, the Delaware Supreme Court held that, due to restrictions under the Commerce Clause, Delaware must have a substantial nexus to a securities transaction before the Delaware Securities Act can apply. Delaware courts look to four factors to determine whether Delaware has a substantial nexus: (1) where the plaintiff resides; (2) where the plaintiff was solicited to invest; (3) where the contract was made; and (4) where the sale occurred. Incorporation in Delaware, without more, is not enough to establish a substantial nexus. If one of the four facts is not present, the court may determine that Delaware does not have a substantial nexus and therefore
Delaware blue-sky laws will not apply. Because of this quirk in determining which law should apply, we offer three practice tips to protect your client’s interests and expectations. 1. Evaluate whether Delaware’s blue-sky laws are better for the client. We all know that a typical claim for fraud requires the plaintiff to prove: a false representation; materiality; the defendant knew the representation was false or acted with reckless indifference to determine the truth or falsity; the defendant intended that the plaintiff rely; actual reliance; and damages. But blue-sky laws vary on whether intent or reliance are required. Delaware, for example, requires both. Texas does not require either. This has two important practical effects. First, relieving the plaintiff from proving intent substantially lowers the bar to victory in a securities fraud case. Interestingly, this can be helpful to the defendant. Insurance policies often refuse to cover claims for actual fraud. If the plaintiff does not need to prove intent (as under the Texas Securities Act), then insurance money is available to satisfy the plaintiff ’s claim. If the plaintiff must prove intent (as under the Delaware Securities Act), the defendant’s personal assets could be exposed because there may not be insurance proceeds to cover defense or indemnity costs. Second, the lack of a reliance element under the Texas Securities Act means that a disclaimer of reliance clause is irrelevant to Texas securities laws claims. If your client is the kind to make many extra-contractual promises in order to seal the deal, then Delaware
law is likely the better choice because you can easily limit liability to intracontractual representations. On the flip-side, if your client is the one relying on extra assurances to fill minor gaps or does not want to blow up the deal with hundreds of pages of representations, then Texas law will be the better option so that those extra-contractual representations will be available in a future dispute. 2. Consider a “back-up” blue-sky choice of law. Is the law of a state that has a clear connection to the transaction acceptable to the parties? This may be where either party has its principal place of business, or the state where solicitation and the majority of negotiations take place. Choosing the law of an obviously significant state will lead to more predictability for the parties, which in turn saves litigation costs
down the road. 3. If all else fails, build a substantial nexus with Delaware. Habits can be hard to break, and the fear and diligence on another state’s law may force a party to insist on a Delaware choice of law. If that is the case, there still may be ways to increase the odds that Delaware blue-sky laws will apply. Of the four factors described above, three are capable of manipulation. Consider holding meetings in Delaware to pitch the security or to hash out terms. Hire Delaware counsel to facilitate closing. Or require signatures to be executed in Delaware. Each additional connection to Delaware will strengthen the transaction’s connection to Delaware. HN Mitch Garrett is an associate, and Andy Ryan is a partner at Ryan Law Partners LLP. They can be reached at mitch@ryanlawpartners. com and andy@ryanlawpartners.com, respectively.
Together We Lunch Wednesday, December 12, Noon at Belo Join us as we engage in safe and open conversations about criminal justice. RSVP to jsmith@dallasbar.org. Sponsored by the Public Forum/Media Relations Committee
20 H e a d n o t e s l D a l l a s B a r A s s o ciation
Novem ber 2018
EMERITUS MEMBERS
The Dallas Bar Association honors members who have contributed to the legal profession for 50 or more years. All 50 year members are invited to attend the DBA Annual Meeting on Friday, November 2, 2018 at 3:30 p.m. to be recognized. Invitations have been mailed. Send RSVP to Elizabeth Hayden at (214) 220-7474 or lhayden@dallasbar.org. Licensed in 1939 Bernard Hirsh Licensed in 1941 Royal H. Brin, Jr. Licensed in 1946 Jean L. White Licensed in 1948 Florence K. Fletcher Licensed in 1949 William N. Hamilton Licensed in 1950 Harold B. Berman D. Louise Boucher Wayne Hancock William C. Herndon Licensed in 1951 Ramsey Clark Hon. Thomas B. Thorpe H.E. Walker, Jr. Licensed in 1952 Robert F. Ashley John H. Chiles James E. Coleman, Jr. Jerry N. Jordan William (Bill) H. Tinsley James A. Williams Licensed in 1953 Joe Don Denton Roy W. Howell, Jr. William R. McGarvey Licensed in 1954 Frederick H. Benners Paul M. Brewer Hon. Ben F. Ellis Charles W. Hall Harold F. Kleinman Benjamin E. Pickering Allen P. Schoolfield Maxel (Bud) Silverberg John R. Wright Licensed in 1955 Hon. Ted M. Akin Dennis G. Brewer, Sr. Tom M. Cain, Jr. Eugenio Cazorla Thomas N. Griffith Lawrence P. Hochberg Jack Pew, Jr. Forrest Smith Robb Stewart Lewis T. Sweet, Jr. Lee D. Vendig
Licensed in 1956 Benjamin R. Collier John L. Estes Frank Finn Richard A. Freling Joseph J. French, Jr. Marvin L. Levin Wilmer D. Masterson Elton M. Montgomery Hobert Price, Jr. Sidney Stahl Claude R. Wilson, Jr. Gerry N. Wren Licensed in 1957 Barton E. Bernstein Bill H. Brister Frank W. Elliott Jerry C. Gilmore Hon. Tom James William C. Koons Edward J. Lynch Bernard C. McGuire Kenneth J. Mighell Harold E. Moore Neil J. O’Brien Merlyn D. Sampels Clay C. Scott, Jr. Carl A. Skibell Hon. Milton Sturman Robert H. Thomas Louis J. Weber, Jr. Licensed in 1958 Walton P. Bondies, Jr. R.W. Calloway Robert C. Cox Robert Edwin Davis Hon. John M. Duhe F. Lynn Estep, Jr. Ernest John Flowers Robert (Jim) Foreman Ben A. Goff John W. Hicks Jr. Jerry Lastelick John E. Lawhon William T. Satterwhite Harry R. Shawver, Jr. Emory L. White, Jr. Barney T. Young Norman A. Zable Licensed in 1959 Wm. Jerome Adams Tom A. Blakeley, Jr. Durwood D. Crawford Marshall J. Doke, Jr. Robert A. Fanning A.D. “Gus” Fields Frederick W. Fraley, III Larry L. Gollaher James J. Hartnett Jack W. Hawkins Norman P. Hines, Jr. Herbert L. Hooks
Richard A. Lempert Aglaia D. Mauzy G. David Neal Burton H. Patterson Paul L. Salzberger Joe A. Stalcup Licensed in 1960 Joe B. Abbey E. Karl Anderson Anthony Atwell Lester V. Baum P. Oswin Chrisman Edward A. Copley Alan D. Feld Paul L. Fourt Lawrence W. Jackson Leo J. Jordan, Sr. John L. Lancaster, III Albert J. Leviton Joe H. Loving Jr. Hon. Robert B. Maloney Hon. Pat McDowell Hon. Robert C. McGuire Hon. Don Metcalfe Robert L. Meyers, III Robert F. Middleton Jerome L. Prager Cecil A. Ray, Jr. Rust E. Reid James B. Sales Malcolm L. Shaw C. Freeman Stallings, Jr. Donald A. Swanson, Jr. Arthur I. Ungerman William D. White, Jr. Licensed in 1961 Arch A. Beasley, Jr. John F. Boyle, Jr. William T. Burke, Jr. Roy C. Coffee, Jr. Jim E. Cowles John A. Gilliam David G. Glickman Jay Rodney Kline Larry M. Lesh Clark J. Matthews, II Donald C. McLeaish Stan McMurry John W. Payne Paul W. Phy Virgil E. Rogers James T. Rudd Miles L. Schulze Wade C. Smith Simeon R. Trotter Paul B. Underkofler Fred D. Ward Christopher M. Weil Ben B. West Licensed in 1962 Frederick P. Ahrens Reyburn U. Anderson
Bruce Baldwin Charles G. Barnett John H. Boswell Joseph T. Cain George C. Chapman George C. Dixie Robert E. Edwards Raymond J. Elliott Christie S. Flanagan Houston E. Holmes, Jr. A. Holt Irby Jimmy D. Ivy Tim K. Kirk Hon. William F. Kortemier, II David R. Latchford O. Fred Lohmeyer Lawrence R. Maxwell, Jr. Hon. John P. McCall Frank E. McLain William H. McRae Curtis W. Meadows, Jr. William C. Roberts, Jr. Norman R. Rogers John Q. Stilwell, PhD James A. Walters Licensed in 1963 Douglas Adkins Joseph E. Ashmore, Jr. Jerry W. Biesel Kenneth E. Blassingame John Willard Clark, Jr. George W. Coleman A.B. Conant, Jr. Lawrence B. Gibbs Major Cyrus Ginsberg Jay L. Gueck R, Brooks Hamilton William M. Hayner Ronald M. Holley Joe T. Hood P. Mike McCullough Walter E. (Rip) Parker James E. Price Harry M. Roberts, Jr. Michael E. Rohde G. Dennis Sullivan Roy J. True J. Glenn Turner, Jr. Robert W. Turner Bill R. Womble Licensed in 1964 Neil D. Anderson James F. Bowen Charles Lee Caperton Ernest Conner Dale F. Crowder James W. Deatherage Jim F. Evans Ernest E. Figari Lawrence Fischman John M. Gillis Kenneth R. Glaser Charles (Mickey) M. Hunt
Darrell E. Jordan William D. Jordan Paul E. Lokey Donald J. Lucas John H. Marks Morton D. Newman Thomas W. Oliver Don M. Sallinger Joe H. Staley Peter M. Tart Maridell Templeton Jim A. Watson Dennis L. White John H. Withers Licensed in 1965 Scottie H. Ashley, Jr. Bruce J. Caldwell, Jr. Dennis R. Cassell John E. Collins Robert D. Conkel David L. Fair John P. Gargan Herbert Garon, Jr. Hugh G. Hart, Jr. Joel Held John A. Martin Patrick F. McGowan Robert G. Mebus Norman L. (Happy) Nelson, Jr. Charles R. Nixon Erle A. Nye Jarrell B. Ormand Florentino Ramirez Arthur Raphael Robert S. Rendell John K. Rothpletz Larry L. Schoenbrun Winfield W. Scott Douglas M. Smith John M. Stephenson, Jr. T. McCullough Strother Stephen D. Susman Windle Turley Peter Winstead Licensed in 1966 Nathan Allen J. Michael Amis James P. Barklow Andrew Barr John R. Bauer Jerrold (Jerry) M. Bell Ronald W. Bradley Donald Campbell Dewey M. Dalton Jack H. Davis Michael G. Denton William C. Dever Cal L. Donsky Hon. Kerry P. FitzGerald Richard A. Fogel Carl Allen Generes Robert G. Hallam
R. Chris Harvey Walter J. Humann Gene L. Jameson Stephen W. Johnson H. Norman Kinzy William A. Kramer Robert H. Kroney W. (Nick) Kuntz Michael Lowenberg Jay J. Madrid Jack Manning Joe N. McClendon David G. McLane Paul McNutt Michael P. Metcalf Durward D. Moore William R. Neil Raymond D. Noah David R. Noteware Vincent W. Perini Edward A. Peterson Gerard Brandon Rickey Robert F. See James A. Showers Arthur Skibell Mel Stein Hon. Annette Stewart David H. Tannenbaum Jay M. Vogelson Robert E. Wilbur Licensed in 1967 Jim S. Adler James R. Alderson Dennis E. Alvoid G. William Baab Douglas A. Barnes Jerry L. Beane David E. Bird M. Robert Blakeney Michael M. Boone Sam P. Burford Joseph F. Cantebury David Carlock Richard J. Corbitt Ronald R. Cresswell Ronald A. Dubner Stewart Frazer H. Martin Gibson Kenneth A. Herridge Kathleen E. Irvin Grier Pat Jones John J. Klein Edward S. Koppman Gerald W. Livingston Charles J. McGuire Robert W. McLaughlin John V. McShane Jerry W. Mills W.W. Mitchell Don D. Montgomery Harrell Pailet William B. Sechrest G. Lynn Smith William C. Strock
Raymond J. Termini James H. Wallenstein Licensed in 1968 Roger E. Beecham Jack L. Blachly Michael A. Bloom Rees T. Bowen III Bruce W. Bowman Jr. Lawrence J. Brannian T. Daniel Brittain Jim Burnham Roger C. Clapp Gerard H. Clements Robert W. Coleman John D. Copeland Byron F. Egan James A. Ellis Jr. George A. Engelland Thomas A. Giltner Sam Glast Christopher M. Gores Howard Hallam John W. Harris John B. Holden Jr. R. Clayton Hutchins Joe Bailey Hyden Lawrence R. Jones Jr. Jack M. Kinnebrew Richard M. Kobdish Ben L. Krage Shirley R. Levin Richard A. Massman Charles R. McBeth Stuart A. Morse James Newth George A. Otstott Richard Ouer Hon. John D. Ovard Robert L. Owens Craig Penfold John B. Peyton Grier H. Raggio Jr. James A. Rolfe Hon. Wm. F. Sanderson Jr. Charles E. Schuerenberg Robert F. Spears Robert J. Stokes Stephen A. Ungerman Gerald P. Urbach Robert N. Virden S. Ray Walker Hon. Timothy A. Whisler J. Ward Williford
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N o v e mb e r 2 0 1 8
Focus
D al l as Bar A ssoci ati on l Headnotes 21
Corporate Counsel/Securities
Important Securities Law Considerations for Initial Coin Offerings BY MARK W. RASMUSSEN AND PETER DANSIE
In recent years, a technology borne of an obscure white paper published in 2008 by a reclusive coder named Satoshi Nakamoto has captured the attention of computer scientists, multimillionaire athletes, and securities lawyers alike. Digital assets secured by cryptography and recorded on blockchains are being sold in record numbers through so-called initial coin offerings (ICOs), reaping millions for their creators. Through the start of October 2018, ICOs generated cumulative sales of roughly US$20 billion, up from US$5.6 billion in all of 2017. In July 2017, the U.S. Securities and Exchange Commission (SEC) explained why it thinks some of these cryptoassets, sometimes called coins or tokens, may be subject to federal securities laws. Finding that the tokens (here, a cryptoasset known as DAO tokens) were “investment contracts” under a test announced in 1946 by the U.S. Supreme Court in SEC v. Howey, the SEC concluded that the assets should have been registered as securities or issued under a recognized exemption. The SEC has since created a “crypto czar” position within the Division of Corporation Finance to coordinate efforts regarding the application of federal securities laws to digital asset technologies. Also, the SEC’s Division of Enforcement has sued multiple token issuers for allegedly violating the securities laws by offering unregistered securities,
in most cases fraudulently. Private litigants likewise have sued token issuers, alleging registration violations and material misrepresentations and omissions under federal and state securities laws. To date, no court has ruled that a particular cryptoasset is a security, though one court concluded in September that authorities had alleged sufficient facts to allow the issue to go to a jury. With litigation and regulatory risks growing, prospective promoters of ICOs are increasingly looking for guidance on how to sell their cryptoassets in ways that comply with federal securities laws. ICOs that represent offerings of securities must be registered with the SEC or offered under a recognized exemption. There are pros and cons to each that token issuers should consider to ensure that they achieve their objectives. Registered Offering: A registered offering enables the token issuer to raise funds from all investor types and allows non-affiliate purchasers maximum freedom to resell their tokens on the secondary market (assuming one exists). However, it can involve a great deal of time and costs and is subject to SEC review. One proposed registered ICO has been under review since March 2018. Exempt Offerings: Some token issuers have pursued offerings that are exempt from the registration requirements of securities laws. One such exemption is Regulation A, which permits two tiers of public offerings, without the more demanding IPO process. Both tiers have limits on the amount of capital that can be raised, as
well as other restrictions, but subject to certain limited exceptions, anyone may invest. The drawbacks to Regulation A include a review by the SEC staff similar to a registered offering, robust disclosure obligations, potential ongoing reporting obligations, and, in some situations, compliance with state bluesky laws. Another exemption used by many token issuers is Regulation D. There are several different paths to proceed under Regulation D and issuers need to be aware of the various restrictions that accompany each path. For example, under Rule 506 of Regulation D, a company can raise unlimited funds but may be subject to limitations on whom it can raise money from and how it solicits investors. Securities issued under Regulation D must be accompanied by robust disclosures and are restricted securities that may not be re-sold for six months to a year without first registering them. Potential token issuers should also keep in mind these other considerations: If the cryptoassets are determined to be equity securities, the token issuer
may become subject to reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 if the number of token holders of record exceeds a certain threshold. Federal securities laws may allow solicitation in connection with an offering. Many foreign jurisdictions, however, have stricter limitations on solicitation. These restrictions may limit the ability to accept investments from investors overseas. Significant limitations on secondary trading might influence how to raise capital. Trading of securities must be done on an exchange registered with the SEC or exempt from registration. Because cryptoassets are coded in computer programming languages, companies need to ensure that the computer code matches the rights established by the offering documents. Before offering a cryptoasset to the market, token issuers should consider all of these issues and more with an experienced securities attorney. HN Mark W. Rasmussen is a partner and Peter Dansie is an associate at Jones Day. They can be reached at mrasmussen@jonesday.com and pdansie@jonesday.com.
November 27, 2018 Celebrate Giving by Giving Back to DVAP! www.dallasvolunteerattorneyprogram.org
DBA Day of Service
CFT’s Celeste Arista Glover (in green) shows fund advisors technology made possible by a Reading Resource Fund grant.
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We’re Securing a Brighter Future The nonprofit Reading & Radio Resource wanted to unwind their assets in a way that would carry on their legacy of helping people with vision impairment and those with reading disabilities. After interviewing multiple partners, the board made the unanimous decision to open a discretionary fund with Communities Foundation of Texas. “We loved CFT’s energy, philosophy and experience in the education field,” they said. From the first meeting, the Reading Resource Fund advisors were impressed by CFT’s engagement. “CFT came to every meeting full of ideas. The grant opportunities they brought to the table were spot-on.” Working side by side, the advisors and CFT trailblazed a genre for giving that is creating new opportunities and learnings to pass on to other funds and donors—a symbiotic relationship that could happen only at CFT.
Create your fund today. Call us at 214-750-4145, email giving@cftexas.org or visit CFTexas.org/givingfund
Where giving thrives
22 H e a d n o t e s l D a l l a s B a r A s s o ciation
Column
Novem ber 2018
In The News
FROM THE DAIS
Joel Crouch, of Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., spoke in San Antonio at the 34th Annual Texas Federal Tax Institute and at the Fort Worth Chapter/TSCPA 2018 Tax Institute; Mr. Crouch and Aaron Borden spoke for the Atlas Advisor Group Annual Conference; Mr. Crouch and Anthony Daddino spoke in Amarillo at the 2018 Panhandle Chapter/TSCPA Tax Institute. Mr. Crouch and Alex Pilawski spoke at the Metroplex Practice Management Group. Matt Beard, of Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., spoke for the Tax Liens in Estate Administration and for the State Bar of Texas Annual Meeting 2018 – Tax Section. David Colmenero spoke in Austin at the Western States Association of Tax Administrators. Trey Cousins spoke in San Antonio at TSCPA’s 2018 Advanced Estate Planning Conference. Alan Davis spoke in San Antonio for the 2nd Annual Trust Audit & Operations seminar and in Dallas for The Practice Management Group, for the International Society of Appraisers, and for the 2018 Graduate Texas Trust School. Anthony Daddino, of Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., spoke for the Metroplex Practice Management Group. Eric Marchand spoke for Merrill Lynch – The PSO Group Educational Series in Plano. Josh Ungerman spoke at the Fort Worth Chapter/TSCPA 2018 Tax Institute. Chris Weeg spoke at the 17th Annual Course Advanced InHouse Counsel cosponsored by the Business Law and Corporate Counsel Sections of the State Bar of Texas, and at the Oak Cliff Business Exchange Conference spon-
sored by the Oak Cliff Chamber. Mary Wood spoke in Houston at the Texas Women Rainmakers Fifth Annual CLE.
KUDOS
Steven Wolens, of McKool Smith, has been re-elected Chairman of the Texas Ethics Commission. Christopher Summers, of Hiersche, Hayward, Drakeley & Urbach, P.C. has been promoted to Shareholder. Michael Abcarian, of Fisher & Phillips LLP, has been inducted to the College of Labor and Employment Lawyers as a Fellow. Vicki D. Blanton, of AT&T, received the 2018 Outstanding Corporate Counsel Achievement Award for the Women Lawyers’ Division of the National Bar Association.
Hurst, has been appointed chair elect of the Dallas Women’s Foundation. New members of the Foundation’s Board of Directors are: Chrysta Castañeda, of The Castañeda Firm, and Stacey Doré, of Hunt Utility Services, LLC and InfraREIT, Inc.
Lisa Hur Formanek and Johnathan Jordan joined Kane Russell Coleman Logan, PC as Senior Attorney and Associate, respectively.
Quentin Brogdon, of Crain Lewis Brogdon, LLP, received the Thurgood Marshall “Fighting for Justice” Award from The Association of Plaintiff Interstate Trucking Lawyers of America.
Cameron Frysinger and Katherine Kelly Valent joined Scheef & Stone, L.L.P. as Associates in the firm’s Frisco office. Terry James joined as Associate in the firm’s Dallas office.
Justice Elizabeth Lang-Miers, of the Fifth District Court of Appeals, was elected Chair-Elect of the Judicial Division of the American Bar Association.
Neal Parekh, Cort Thomas, and Eric C. Wood joined Brown Fox PLLC as Associate and Partners, respectively.
Clint Broden, of Broden & Mickelsen, was named the Criminal Defense Lawyer of the Year by the Texas Criminal Defense Lawyers’ Association Thomas Connop, of Locke Lord LLP, was elected Chair Elect to the Iowa State University Alumni Association Board of Directors.
Aaron Borden, of Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P., has been named to the 2018-2019 Dallas CPA Society Board of Directors.
Lisa Atlas Genecov, of Norton Rose Fulbright US LLP, received the Audrey Kaplan Inspiring Women of the Southwest Award given by the Southwest Jewish Congress.
Michael Pegues, of Polsinelli PC, received the 2018 Trailblazer of the Year Award from the Texas Minority Counsel Program.
Shonn Brown, of Lynn Pinker Cox &
Park Place Dallas Ticket to Drive Raffle Winner receives a 2019 Mercedes-Benz GLA250*
Jennifer Birdsall and Leda Juengerman joined Powers Taylor, LLP as Associates.
Gary Fowler, of Jackson Walker LLP, was elected as a Fellow of The College of Labor and Employment Lawyers.
Linda Wilkins, of Wilkins Finston Friedman Law Group LLP, has been elected to serve as a director of WINGS (formerly the YWCA of Dallas). Angela Stockbridge, of the firm, has been elected to serve as a director of The Friends of Fair Park.
Amy M. Stewart, of Stewart Bradbury PLLC, was appointed as 2018-19 Division V. Director for the ABA’s Section of Litigation.
Greenberg Traurig, LLP as Shareholder and Of Counsel, respectively.
ON THE MOVE
Andy Szuwalski joined Crowe & Dunlevy as Director. Ty Johnson joined Exall+Wood, PLLC. Scott Ellisand and Alicia Voltmer joined
Paul Leslie joined Estes Thorne & Carr PLLC as a Partner. Peg Donahue Hall and Jeremy Rucker joined Spencer Fane LLP as Partner and Associate, respectively. Shawn Tuma joined the firm’s Plano office as Partner. Jonathan R. Smith joined Cherry Petersen Landry Albert LLP as Partner. John Hardin joined Perkins Coie as Partner. Alan Rosenberg joined Galloway, Johnson, Tompkins, Burr & Smith as Special Counsel. Jenny Martinez joined Munck Wilson Mandala as Senior Partner. Janet A. Hendrick joined Phillips Murrah P.C. as Director. News items regarding current members of the Dallas Bar Association are included in Headnotes as space permits. Please send your announcements to Judi Smalling at jsmalling@dallasbar.org
Don’t miss your opportunity to advertise (print & online) in the #1 “Legal Resource & Expert Witness Guide” in Dallas County. Contact PJ Hines at (214) 597-5920 or pjhines@legaldirectories.com
Runner-Up Receives:
A choice of a New York Long Weekend, Lake Tahoe Ski Getaway or Puntacana Resort & Club Caribbean Paradise. (Each trip includes airfare for 2.) Raffle tickets are $100 each — or 6 tickets for $500. Proceeds benefit the Dallas Volunteer Attorney Program, which provides legal services to the less fortunate in our community. No more than 1,500 tickets will be sold. *Picture shown is not exact winning vehicle
Purchase raffle tickets online at https://www2.dallasbar.org/dbaweb/dvap/raffle.aspx or at the DBA offices at the Belo Mansion (2101 Ross Avenue, Dallas, TX 75201).
Drawing will be held at the DBA Inaugural Ball on January 12, 2019
The winner need not be present to win. The winner is responsible for all taxes, title and licensing. Prize is non-transferable. No cash option is available.
(1) Publication Title: Headnotes. (2) Publication Number: 1057-0144. (3) Filing Date: September 26, 2018. (4) Issue Frequency: Monthly. (5) Number of Issues Published Annually: 12. (6) Annual Subscription Price: $30. (7) Complete Mailing Address of Known Office of Publication: 2101 Ross Ave., Dallas, TX 75201-2768. Contact Person: Jessica D. Smith. Telephone: 214-220-7477. (8) Complete Mailing Address of Headquarters or General Business Office of Publisher: 2101 Ross Ave., Dallas, TX 75201. (9) Full Name and Complete Mailing Address of Publisher: Dallas Bar Association, 2101 Ross Ave., Dallas, TX 75201. Full Name and Complete Mailing Address of Editor: Alicia Hernandez, Executive Editor, 2101 Ross Ave., Dallas, TX 75201. Full Name and Complete Mailing Address of Managing Editor: Jessica D. Smith, Editor, 2101 Ross Ave., Dallas, TX 75201. (10) Owner: Dallas Bar Association, 2101 Ross Ave., Dallas, TX 75201. (11) Known Bondholders, Mortgagees, and Other Security Holders Owning or Holding 1 Percent or More of Total Amount of Bonds, Mortgages, or Other Securities: None. (12) Tax Status: Has Not Changed During Preceding 12 Months. (13) Publication Title: Headnotes. (14) Issue Date for Circulation Data: September 1, 2018. (15) Extent and Nature of Circulation. (First number is Average No. Copies Each Issue During Preceding 12 Months; Second number is No. Copies of Single Issue Published Nearest to Filing Date). (15a) Total Number of Copies (net press run): 12,346; 17,310. (15b1) Mailed Outside-County Paid Subscriptions Stated on PS Form 3541: 1,921; 1,767. (15b2) Mailed In-County Paid Subscriptions Stated on PS Form 3541: 9,706; 9,315. (15b3) Paid Distribution Outside the Mails Including Sales Through Dealers and Carriers, Street Vendors, Counter Sales, and Other Paid Distribution Outside USPS: 0; 0. (15b4) Paid Distribution by Other Classes of Mail Through the USPS: 0; 0. (15c) Total Paid Distribution: 11,627; 11,082. (15d1) Free or Nominal Rate OutsideCounty Copies Included on PS Form 3541: 152; 1,314. (15d2) Free or Nominal Rate In-County Copies Included on PS Form 3541: 427; 4,776. (15d3) Free or Nominal Rate Copies Mailed at Other Classes Through the USPS: 36; 48. (15d4) Free or Nominal Rate Distribution Outside the Mail: 61; 53. (15e) Total Free or Nominal Rate Distribution: 676; 6,191. (15f) Total Distribution: 12,303; 17,273. (15g) Copies not Distributed: 43; 37 (15h) Total: 12,346; 17,310. (15i) Percent Paid: 94.51%; 64.16%. (16a) Electronic Copy Circulation. 0 (16b) Total Paid Print Copies + Paid Electronic Copies: 11,627; 11,082. (16c) Total Paid Distribution + Paid Electronic Copies: 12,303; 17,310. (16d) Percent Paid: 94.51%; 64.16%. (17) Publication of Statement of Ownership. Publication required. Will be printed in the November 1, 2018, issue of this publication. (18) Signature and Title of Editor, Publisher, Business Manager, or Owner: Jessica D. Smith, Editor. Date: September 26, 2018. I certify that all information furnished on this form is true and complete. I understand that anyone who furnishes false or misleading information on this form or who omits material or information requested on the form may be subject to criminal sanctions (including fines and imprisonment) and/or civil sanctions (including civil penalties).
N o v e mb e r 2 0 1 8
Classifieds
D al l as Bar A ssoci ati on l Headnotes 23
November
EXPERT WITNESS
Economic Damages Experts – HSNO is the Forensics Firm. Economic Damages Experts - HSNO is a CPA firm specializing in Financial Damages. The Dallas office of HSNO has five CPA testifying experts who specialize in the calculation of financial damages in most areas including commercial lost profits, personal lost earnings, business valuations, insurance litigation, intellectual properties and contract disputes. HSNO is qualified in most industries including, but not limited to; energy, manufacturing, hospitality, service, insurance, transportation, entertainment, product liability and construction. HSNO has 10 U.S. offices and an office in London. Contact Peter Hagen CPA CFF CEO at (972) 980.5060 or go to HSNO.com.
traffic arteries. Please contact Judy at (214) 740-5033 for a tour and information. Near SMU: 4-Attorney Suite at 4849 Greenville Avenue has available one 3-window office with secretarial area and shared conference room, kitchen, copier, scanner, fax, DSL and phone equipment. Office mates would be 2 oil & gas attorneys and 1 civil litigator and their respective assistants. Includes covered tenant parking and free visitor parking. Contact John at (214) 373-4090. Office space available at 4054 McKinney Avenue. Second floor suite with three offices and file room. This space is 1127 sq/ ft and rents for $1,878.00 per month fixed rate. Two single offices available starting at $400.00. Call (214) 520-0600.
Economic Damages Experts-GMCO Litigation Damages Firm. Economic Damages Valuation Experts. GMCO a CPA firm with significant testifying experience. George Mendez CPA CVA has more than twenty years’ experience providing economic damages, lost profits, damage calculation testimony in court, deposition and arbitration. The firm provides services regarding commercial damages, lost profits, intellectual properties, employment, personal injury/lost earnings wrongful death, and insurance litigation. George Mendez has experience in most industries including energy/oil & gas, manufacturing, transportation, hospitality, service, distribution, and construction. GMCO serves attorneys in Dallas/Ft. Worth, Houston, Austin/San Antonio. Contact George Mendez CPA CVA. Dallas/Ft Worth (469) 248-4477 or Houston (713) 8925037 experts@georgemendez.com
Office space available at 4303 N. Central Expressway for lease in a professional legal environment, in uptown. Share office space with experienced and established lawyers. Case referrals and other case arrangements are possible. Amenities include: Bi-lingual receptionist, fax copy machines, notary, Internet, two conference rooms, two kitchen areas and plenty of free parking. Location is convenient to all Dallas Courts and traffic arteries. Please call Rosa at (214) 696-9253.
Economic Damages Experts - Thomas Roney has more than thirty years’ experience providing economic consulting services, expert reports and expert testimony in court, deposition and arbitration. His firm specializes in the calculation of economic damages in personal injury, wrongful death, employment, commercial litigation, IP, and business valuation matters. Mr. Roney and his experienced team of economic, accounting and finance experts can help you with a variety of litigation services. Thomas Roney LLC serves attorneys across Texas with offices in Dallas, Fort Worth and Houston. Contact Thomas Roney in Dallas/Fort Worth (214) 665-9458 or Houston (713) 5137113. troney@thomasroneyllc.com. “We Count.”
Lakewood Towers - East of Downtown. 1-2 Fantastic Offices in Highly Desired Lakewood Towers just East of Downtown. Free garage parking; Wi-Fi; conference, reception & break rooms; optionally furnished; flexible terms; walkable restaurants and stores; 18x11 ($950); 14x11 ($750); or both ($1500); dan@branumpllc.com (214) 537-8619 www.BranumPLLC.com.
OFFICE SPACE
Addison law firm has one large, unique office and adjacent assistant’s bay for lease. Located at Belt Line and Dallas Parkway in Class A building. Reserved indoor parking and receptionist services included. Call Kelly at (972) 364-9700.
Turtle Creek Blvd./Hall St. Area - executive office space available for lease in a professional, legal environment. Two large executive window offices available (furnished or unfurnished) to share with experienced and established lawyers. Separate areas available for assistants or paraprofessionals. Three bench seat spaces available for daily or short-term use, if desired. Referrals and other case arrangements are possible. Amenities include reception area, telephone, fax and copy machines, Wi-Fi, notary, conference room, kitchen area, covered visitor parking, and free secured office parking. Location convenient to Dallas courts, downtown, and all
Virtual Office – Available Now! Ultracontemporary office space, 12222 Merit Drive, Suite 1200, offers 11 conference rooms, greeter, Internet service, mail service, parking, fully equipped breakroom. $500 – competitive rates! Computer work space included as well. Email Amy at arobinson@englishpllc.com or (214) 528-4300.
are available to use. Photos and a floor plan are available upon request. There is a very large conference room available on a “space available” basis for the sub-tenants use, in our adjacent suite. Please contact Mike Neary (214) 855-5950 or mike@ sentineltitlecompany.com if interested. Professional office suites for lease in Uptown State Thomas area. Restored Victorian home circa 1890 w/ hardwood floors throughout. Shared conference room. 2619 Hibernia Street and 2608 Hibernia Street, 1 block from McKinney Avenue Whole Foods. Lawyers preferred. $750-$850/month. Includes phone & Internet. Phone (214) 987-8240.
POSITIONS AVAILABLE
Downtown Defense Litigation Firm– Experienced Associate - .Downtown mid-sized defense litigation firm looking for associate with 5+ years’ experience. Practice areas include overall defense litigation, premises liability, automobile, trucking, and subrogation (both workers’ compensation and ERISA). Experience representing insured parties in personal injury, wrongful death, and property damage a plus. Must have good communication skills, solid writing ability, and be able to work independently and with others. Great opportunity for a motivated, selfstarting individual. Please submit resume with salary requirements to dwoodard@ downsstanford.com. Ready to Own/Reposition Your Practice? We’ve been there and done that at other firms and we’re different. Palmer & Manuel, PLLC provides a platform where you (and we) get to do what we love – practice with experienced lawyers that enjoy practicing law with professional camaraderie and without the administrative
hassles. Run your own practice, collaborate with colleagues with a wide variety of practice areas, keep 95% of your fees, and pay a fixed, reasonable monthly overhead (includes legal assistants, rent, Lexis, malpractice, supplies, etc.). See www.pamlaw. com or contact Larry Chek, Jeff Sandberg or Rebecca Manuel at (214) 242-6444. Dallas Family Firm that helps people through divorce with empathy and unyielding representation seeks associate with 5+ years’ experience. Email resume to christina@katielewisfamilylaw.com; subject line should be your last name in all caps plus one word that describes you.
SERVICES
What’s your language? Are you ready to help your clients in any language you like. (or you must!). Just call +1 (972) 6656295 OR +1 (469) 388-5899. Or send an email to simon.salman@mirora.com. OR visit www.mirora.com and see how we can help your clients at a time they need. Mirora Translations US LLC. MiroraUS@ mirora.com | www.miroraus.com. Immediate Cash Paid For Diamonds and Estate Jewelry. Buying all types of jewelry and high end watches. Consignment terms available @ 10-20 % over cash. For consultation and offers please call J. Patrick (214) 739-0089. IT Support Services - Newell Technology Solutions, LLC is a boutique company providing a full range of IT support to select Dallas firms since 2002. Please contact us at (972) 231-8780 or info@ newellsolutions.com. To place an affordable classified ad here, contact Judi Smalling at (214) 220-7452 or email jsmalling@dallasbar.org.
Prime 7th floor Downtown Office Space: Founders Square, 900 Jackson Street @ Griffin. 476 SF office available in office sharing arrangement with 5 established solo practitioners: $1,200/month. Office furniture also available – price negotiable. Contact Ted Steinke at ts@tedsteinke.com or (214) 747-7148.
Office Space Available - 1700 Pacific Avenue. Title insurance agency has 3,000 square feet +/- available for sublease. Separate entrance. The remaining term on the lease is 2+ years. We will consider any term of one year or more. The rate is $18.00 + E. The suite is partially furnished (should you need furniture) and has a reception area, conference room, small library, and four offices and a kitchen area. Three high quality cubicles
Need Help? You’re Not Alone. Texas Lawyers’ Assistance Program…………...(800) 343-8527 Alcoholics Anonymous…………………………...(214) 887-6699 Narcotics Anonymous…………………………….(972) 699-9306 Al Anon…………………………………………..…..(214) 363-0461 Mental Health Assoc…………………………….…(214) 828-4192 Crisis Hotline………………………………………..1-800-SUICIDE Suicide Crisis Ctr SMU.…………………………...(214) 828-1000 Metrocare Services………………………………...(214) 743-1200 More resources available online at www.dallasbar.org/content/peer-assistance-committee Belo Mansion_Headnotes Ad.indd 1
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