Nashville Bar Journal | April/May 2018 by Nashville Bar Association

JOURNAL Journal Journal

APRIL/MAY 2018 | VOLUME 18 | NO. 2

FEATURE

Law Day Turns 60

ALSO

Educating Nashvilleâ&#x20AC;&#x2122;s Youth on Law Week Having Your Cake and Eating It Too

YOU CHOOSE THE CHECKING WE’LL PAY YOUR NBA DUES Open a First Tennessee checking account with direct deposit, and we’ll pay your Nashville Bar Association membership dues (currently a $255 value) for one year. We have several great checking options you can choose – each available with the convenience of free Banking Online and Mobile Banking. Learn more at FTB.com/checking or present this ad at any financial center in Middle Tennessee. See terms and conditions below for offer details.*

*Terms

and Conditions: Offer valid April 1, 2018 - April 1, 2019. You must present this printed offer at a financial center in Middle Tennessee when you open your checking account. Minimum opening deposit is $100, and cannot be transferred from an existing First Tennessee account. Cannot be combined with other checking offers or promotions. Accounts opened online are not eligible. You must be a new checking household, which means that no member of your immediate household has had an open First Tennessee consumer checking account in the previous 12 months. A direct deposit must post to this account within 60 days. You agree to maintain the account in good standing for at least 6 months. If you meet the conditions of this offer, you will receive a voucher in the mail within 6 weeks of your first direct deposit. You will be able to present this voucher to the Nashville Bar Association. The Association will then return it to us, and we will pay to them your dues for your one year of NBA membership. Upon delivery of the voucher to you, First Tennessee is required to report the $255 value as interest income on Form 1099-INT. This voucher is non-transferable, cannot be redeemed for cash or any alternative bonus, and must be presented by you to the Association by April 30, 2019. FSR: Use promo code NBADUE.

JOURNAL 6 Journal Journal APRIL/MAY 2018 | VOLUME 18 | NO. 2

FE ATU R E

Law Day Turns 60 Jonathan Cole

DEPA R TM E N TS

From the President

Calendar of Events

Hear Ye, Hear Ye

Erin Palmer Polly

Annual Golf Tournament Arts Immersion Family Zoo Day Law Day Lunch NBF Leadership Forum Notice of ABA Election Spring Memorial Service

17 Member Updates 30 Photo Gallery 32 Hearsay 34 100% Club 36 CLE Schedule

Educating Nashvilleâ&#x20AC;&#x2122;s Youth on Law Week 11 Paige Bernick & David Watkins

Having Your Cake and Eating It Too 23 Kelly L. Frey & Amelia Lant

CO L UMNS

Background Check 13 Bart Pickett Gadget of the Month 15 Bill Ramsey & Phillip Hampton Capitol Notes 25 Peggy Sue, the Beagle Hound

APR/MAY 2018 | NASHVILLE BAR JOURNAL

JOURNAL JOURNAL FROM THE PRESIDENT We Are Unique | Erin Palmer Polly Journal At the early age of seven, I felt certain about my Journal future career path. I would spend my years working as a

ERIN PALMER POLLY, Publisher

WILLIAM T. RAMSEY, Editor-in-Chief

ramseywt@nealharwell.com

ELEANOR WETZEL, Managing Editor

eleanorwetzel@jis.nashville.org

EDITORIAL COMMITTEE NOEL BAGWELL CHANDLER FARMER KIMBERLY FAYE CAROLINE HUDSON TIM ISHII CALLIE JENNINGS KELLY FREY ROB MARTIN LEE NUTINI EVERETTE PARRISH BART PICKETT LAUREN POOLE MIKE SANDLER KRISTIN THOMAS JONATHAN WARDLE NASHVILLE BAR JOURNAL (ISSN1548-7113) (USPS 021-962) is published bi-monthly by the Nashville Bar Association, 150 4th Ave N, Ste 1050, Nashville, TN 37219. Periodicals Postage Paid at Nashville TN. POSTMASTER: Send address changes to Nashville Bar Journal, 150 4th Ave N, Ste 1050, Nashville, TN 37219-2419. No part of this publication may be reprinted without written permission of the Nashville Bar Journal Editorial Committee. All articles, letters, and editorials contained in this publication represent the views of the authors and do not necessarily reflect the opinions of the Nashville Bar Association. For more information, visit NashvilleBar.org/NashvilleBarJournal. The Nashville Bar Journal welcomes discourse. You may submit counterpoint editorials to Jill.Presley@ nashvillebar.org to be considered by the editorial committee for publication in a future print or online content. NASHVILLE BAR ASSOCIATION 150 4th Ave N, Ste 1050 Nashville, TN 37219 615-242-9272 | NashvilleBar.org The Nashville Bar Association, established in 1831, is a professional organization serving the legal community of Nashville, Tennessee. The NBA—with over 2,800 members—is the largest metropolitan bar association in Tennessee.

gas station attendant at the Citgo on Dinah Shore Boulevard in my hometown of Winchester, Tennessee. My motivations were straightforward. I could spend my days surrounded by candy, chips, and soft drinks while visiting with my friends who stopped in for gas, window washer fluid, or said snacks. As an added bonus, I was situated right next to our town’s Dairy Queen. Everything changed in 1985, when I first saw The People’s Court and Judge Joseph Wapner. I was hooked: the courtroom, the advocacy, the post-hearing commentary. I knew that I had to be involved in the legal system in one form or another, so I spent the next several years working toward that goal. I took classes, read books, worked for two lawyers with offices on our town square, and watched more Court TV than is healthy for one young person. I consumed everything that I could about our legal system. I obviously am not alone among our members, but I fear we are unique in our society. You see, many of our citizens are woefully inept in their knowledge regarding the fundamentals of our legal system. For example, the 2017 Annenberg Constitution Day Civics Survey found that 37% of Americans cannot name any of the rights that are guaranteed by the First Amendment, and 33% of Americans cannot name any of the three branches of the government. The 2017 C-SPAN Supreme Court Survey found that 57% of voters cannot name a single Supreme Court justice, despite the fact that 90% of those same voters believe that the decisions of the Court impact their everyday lives. And, finally, in its 2016 report titled “A Crisis in Civics Education,” the American Council of Trustees and Alumni found that 33% of college graduates do not know what the Bill of Rights is and 52% of college graduates do not know where presidential impeachments take place. Thankfully, we as lawyers can help. There are so many simple things that we can do to educate others on our legal system, for example: • We can talk to our families over the dinner table about current legal events. • We can offer to speak to students at local schools. Just a few weeks back, Maria Salas, Joycelyn Stevenson, and I talked with students at Hume-Fogg High School about the legal profession and our personal career paths. • With the upcoming elections, we can talk to our friends and neighbors about the role that judges play in our community and why it is important to be an informed voter. • We can go big and teach a class. It doesn’t have to be a law school class. My law partners, Jason Callen and Beau Creson, teach a business law class to under graduate students at Belmont University. We are uniquely positioned to contribute not only to the practice of law, but also to the knowledge and orientation of the public at large—particularly on legal issues. To do this, we must remain consciously committed to embrace opportunities where we can contribute our knowledge and understanding to the greater community. In doing so, we will promote the most basic awareness and positively impact those in our community. —

NASHVILLE BAR JOURNAL | APR/MAY 2018

NashvilleBar.org/ Calendar of Events | Full calendar online at NashvilleBar.org.

APRIL 2018 M O N D AY

T U E S D AY

W E D N E S D AY

NBA Board Meeting | 4:00pm

T H U R S D AY

Bankruptcy Committee Mtg 12:00pm

Dial-A-Lawyer | 6:00-8:00pm

10 Ethics Committee Mtg 12:00pm

Friday FUNdamentals 11:30am

LRIS Committee Mtg 12:00pm

Diversity Summit 2020 Mtg 12:00pm

3 LAW Mtg | 11:30am

F R I D AY

Diversity Committee Mtg 12:00pm

Historical Committee Mtg 11:30am | Hal Hardin’s Office

Collegiality Coffee 10:30am | Historic Metro Courthouse

NALS Mtg | 12:00pm

Friday FUNdamentals 11:30am

YLD Board Mtg 12:00pm | Waller

NBF Trustees Mtg | 12:00pm

NBJ Editorial Committee Mtg 12:00pm | Neal & Harwell

NBA Happy Hour: Spring Edition 5:30pm | Woolworth on 5th

Memorial Service Committee Mtg 12:00pm

The Kentucky Bourbon Trail & Keeneland Races with the NBA

MAY 2018 M O N D AY

T U E S D AY

W E D N E S D AY

Dial-A-Lawyer | 6:00-8:00pm

T H U R S D AY

Caen Delegation Arrives in Nashville

F R I D AY

Diversity Committee Mtg 12:00pm

Law Day Luncheon 12:00pm | Renaissance Hotel NBF Leadership Forum Graduation 4:00pm | Baker Donelson

1 LAW Mtg | 11:30am

2 Historical Committee Mtg 11:30am | Hal Hardin’s Office

CLE Committee Mtg | 11:30am

NALS Mtg | 12:00pm

YLD Board Mtg 12:00pm | Waller

Ethics Committee Mtg 12:00pm

Annual Golf Tournament 1:00pm | Vanderbilt Legends Club Finance Committee Mtg | 4:00pm

Probate Committee Mtg | 11:30am

16 Arts Immersion 6:00pm | Fort Houston

Executive Committee Mtg | 4:45pm

Spring Memorial Service | 11:00am Downtown Presbyterian Church

Holiday | NBA Offices Closed

APR/MAY 2018 | NASHVILLE BAR JOURNAL

JOURNAL JOURNAL Journal Journal

2018 NBA BOARD OF DIRECTORS ERIN PALMER POLLY, President LAURA SMITH, President-Elect

ROBERT C. BIGELOW, First Vice President

MARGARET M. HUFF, Second Vice President MARY TAYLOR GALLAGHER, Secretary JEFF GIBSON, Treasurer MALAKA WATSON, Assistant Treasurer TERA RICA MURDOCK, YLD President LELA HOLLABAUGH, General Counsel NATHAN H. RIDLEY, Immediate Past President JACQUELINE B. DIXON, First Vice President-Elect WENDY LONGMIRE, Second Vice President-Elect

Hear Ye, Hear Ye |

Events of Interest

Law Day Lunch

In celebration of the 60th Anniversary of Law Day, join the Nashville Bar Association on Friday, May 4, at the Downtown Renaissance Hotel. Featuring keynote speaker—attorney and former Mayor of Nashville, Bill Purcell—this is sure to be an exceptional experience. Visit NashvilleBar.org/LawDay or see page 29 to learn more. This event is open seating. n

Annual Golf Tournament

MICHAEL ABELOW

Presented by the Nashville Bar Association & the Nashville Bar Foundation

LAURA B. BAKER

WHEN: Thursday, May 17 | 12:00pm – Range Balls Available | 1:00pm – Shotgun Start

DANIEL P. BEREXA MARK S. BEVERIDGE HON. SHEILA D. CALLOWAY

WHERE: Vanderbilt Legends Club, Franklin, TN

BRIGID CARPENTER

ENTRY FEE:

SAMUEL P. FUNK

(includes range balls, greens fee, cart, beverages, snacks, and dinner)

LYNNE T. INGRAM

NBA members | $160.00 Non-members | $180.00 Registrations must be submitted by Thursday, May 10.

TRACY DRY KANE HON. WILLIAM C. KOCH, JR. RYAN D. LEVY CHANCELLOR ELLEN HOBBS LYLE

We will have a cook-out and prizes at the conclusion of the tournament. There will be prizes for both team and individual contests, such as longest drive, longest putt, closest to pin, etc. To register, visit NashvilleBar.org/GolfTournament. n

W. BRANTLEY PHILLIPS, JR. DAVID L. RAYBIN ERIC W. SMITH DARKENYA W. WALLER CHANCELLOR BILL YOUNG STEPHEN J. ZRALEK

NBA TEAM MONICA MACKIE, Executive Director SHIRLEY CLAY, Finance Coordinator WENDY COZBY, Lawyer Referral Service Coordinator JAN MARGARET CRAIG, CLE Director TRACI HOLLANDSWORTH, Programs & Events Coordinator JILL PRESLEY, Marketing & Communications Director VICKI SHOULDERS, Membership Coordinator, Office Manager MARIEL ZELHART, CLE Coordinator

HAVE AN IDEA FOR AN ARTICLE? We want to hear about the topics and issues you think should be covered in the magazine. Send your ideas to Jill.Presley@nashvillebar.org.

NBF Leadership Forum Nominations

As many of you know, the Nashville Bar Foundation established the NBF Leadership Forum—a local leadership program for lawyers with three to eight years of experience—designed to bring together emerging leaders to participate in monthly workshops for nine months to help them realize their potential and to benefit the legal profession and our local community. Nominations are currently being sought for the 2018-2019 class—which begins this September—and we ask for your help in identifying intelligent, inquisitive, diverse lawyers who have already demonstrated their willingness to make and keep a commitment. Visit NashvilleBar.org/NBFLeadershipForum and submit the names of nominees you recommend for this innovative opportunity to learn, collaborate, network, and serve the legal profession and our community. Self-nominations are welcome. All nominations must be submitted by Thursday, May 31. n

NASHVILLE BAR JOURNAL | APR/MAY 2018

WHEN? Wednesday, May 23 | 6:00 – 9:00pm WHERE? Fort Houston | Nashville, TN WHAT? Arts Immersion is the must-attend summer soirée showcasing Nashville’s creative community through live music, dance, theatre, and interactive art. Coupled with riveting performances from local talent, attendees will partake in delicious local fare and ample libations. The evening will culminate with a silent auction celebrating creative and local gems. To learn more, visit NashvilleBar.org/ArtsImmersion. n

NBA Family Zoo Day

Gather with your lawyer friends and their families on Saturday, June 9, for our 3rd Annual NBA Family Zoo Day at the Nashville Zoo! Upon arrival, stop by the NBA table between 10:00am and 1:00pm to pick up complimentary treats and to have your family photo taken. Need tickets? Email Traci.Hollandsworth@nashvillebar. org, and let her know how many FREE tickets you need and they will be ready and waiting for you at the NBA table when you arrive. Limit four tickets per NBA member. Already have tickets or zoo passes? Come by the NBA table to say hello and pick up fun snacks and goodies and get a family photo made on your way into the zoo. Visit NashvilleBar.org/ZooDay for more information, to RSVP, and to view the 2017 NBA Family Zoo Day photo gallery. It’s a wonderful outing for the entire family! n

Spring Memorial Service

The NBA’s Spring Memorial Service will be held on Thursday, May 24, at the Downtown Presbyterian Church. The service begins at 11:00am with a reception lunch—featuring Martin’s BBQ—immediately following in the Fellowship Hall. A project of the NBA’s Historical Committee, the memorial service honors the memory of those Nashville lawyers and judges who passed away during the preceding six-month period. Among those being honored are*: Tony Adgent

Joseph Martin, Jr.

Orville Almon, Jr.

Patrick McHale

Jack Butler

Milton Rice

John Chambers

Jack Seaman

Philip DeBusk

Yvette Sebelist

John Doak, Sr.

Jonathan Stewart

Marshall Hix

Bob Travis

Edward Jenkins

Daniel Warlick

Frank King, Jr.

Thaddeus Watkins, III

Jere Lee *list subject to change

Memorial resolutions recounting the lives and legal careers of the deceased are prepared and read at the service by friends and colleagues of the bench and bar. Family members and friends of the deceased are also invited to attend. n

Notice of ABA Election

Notice is hereby given of the election of the Nashville Bar Association’s Delegate to the American Bar Association House of Delegates. The term of this position is two years from August 1, 2018 to the conclusion of the ABA Annual Meeting in August 2020. The Delegate will represent the NBA before the ABA House of Delegates, which typically meets during February and August of every year. The Delegate will be expected to report to the NBA on issues and policies coming before the ABA. This position will be filled by election by a majority of the NBA Board of Directors at its meeting on June 5. Eligibility has been determined by the NBA Board of Directors to be a member in good standing of the NBA, as well as the ABA, both at the time of election and throughout the term of office. For more information, visit NashvilleBar. org/NBANews. If you have any questions, please contact Monica at monica.mackie@nashvillebar.org or by calling 615-242-9272. n

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Feature Story | Jonathan Cole

NASHVILLE BAR JOURNAL | FEB/MAR 2018

Law Day Turns 60 May 1, 2018, marks the 60th anniversary of Law Day—a day set aside for Americans to celebrate our heritage of liberty, justice, and equality, under the rule of law. The placement of Law Day on May 1 is no accident or coincidence. Speaking at a Law Day ceremony at Georgetown University in 1961, Attorney General Robert F. Kennedy declared: In a less civilized world, May 1—May Day—meant the rule of pleasure. It was celebrated with wild demonstrations and dances around the Maypole. In the Communist world, May Day means the rule of force. It is celebrated with arms demonstrations and parades of tanks, planes, and guns. America celebrates on May 1 also, but we come to celebrate something much less tangible, much less strident but much more important in the affairs of man—the rule of law. Law Day is not simply a day for judges and lawyers. It is not simply a day for oratory and flourish. There is only one real way to celebrate Law Day and that is to re-dedicate ourselves to upholding the rule of law which Law Day symbolizes.1 Long History of Celebrations on May 1 As with many religious holidays, May 1, or May Day, was originally set to coincide with an existing historical festival time. Around the same time on the calendar, Roman slaves had celebrated a festival known as “Floralia,” a rite of Spring. Centuries later, particularly throughout Europe, people scattered flowers in their hair and danced around the Maypole, which became a symbol of the return of the growing season. But on this side of

the Atlantic, Maypoles gave way to Liberty Poles, erected to protest British rule in the American colonies in the 1760s and 70s.2 The following century during the industrial revolution, May Day began to be utilized by those who wanted to protest harsh working conditions. May 1 became a focal point for strikes and demonstrations, advocating for radical changes such as an eight-hour work day, child labor laws, and a work week shortened to five or six days.3 As the labor movement continued to gain momentum, celebrating May 1 for workers began to gain favor and became permanent across the globe. Today, virtually every advanced industrial country of the world—except for the United States and Canada—celebrates the first of May as Labor Day. It is a public holiday throughout Western Europe. Eventually, socialists and communists adopted the day for their movement. Russian communists established May Day as one of their primary holidays, using it as an occasion to call for workers of the world to unite and “cast off their chains.” Communists began staging massive demonstrations of power and military might on May 1 each year.4 America felt the growth of communism within its border as well. In the 1920s, the American Communist Party began holding May Day rallies across the country. An estimated 30,000 people gathered at New York City’s Union Square to march down Eighth Avenue in 1935. The Advent of Loyalty Day and then Law Day These communist demonstrations struck a chord. In 1947, the (continued on page 8) (continued on page 00)

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Feature Story | Veterans of Foreign Wars designated May 1 as “Loyalty Day,” a day to “reaffirm loyalty to the United States.” The response was impressive. On May 1, 1948, as communists were conducting their traditional parade on Eighth Avenue, New York City’s Mayor led the first Loyalty Day Parade down Fifth Avenue, featuring an estimated 750,000 people cheering 40,000 marchers.5 During this period of time, many citizens were exploring ways to respond to the rise of communism. Washington, D.C. lawyer, Charles S. Rhyne, personally witnessed Winston Churchill’s famous Iron Curtain speech. Rhyne later declared that, following that speech, he “began to think about ways in which those in the legal community might help to melt the Iron Curtain.” Rhyne first attempted to develop an exchange between American lawyers and judges with their counterparts in the Soviet Union, but the effort was thwarted by the Soviets.6 Undeterred, Rhyne was also troubled by the large numbers turning out for the annual Communist May Day celebrations. He began to envision a “day to celebrate equality and human rights under the law and to try to convey that message to those enslaved behind the Iron Curtain.” Rhyne was well connected in the Washington community and already a leader in the American Bar Association, eventually rising to its presidency in 1957. Rhyne drafted a proposed Proclamation to establish May 1 as Law Day and sent it to President Dwight Eisenhower through his friend, John Foster Dulles, then serving as Secretary of State. Before it reached the President’s desk, however, the Proclamation was intercepted by Sherman Adams, Eisen8

Law Day Turns 60 (continued from page 7)

hower’s powerful Chief of Staff. Adams was no fan of lawyers and viewed the proposed Law Day proclamation as a tribute to the profession. When Rhyne met with Adams, the Chief of Staff brusquely told him that the President would not be signing any proclamations for lawyers. Rhyne then took matters into his own hands, recalling: [Adams] pulled it out from under the desk blotter and handed it to me. I whirled out of his office and headed down the corridor leading to the Oval Office. I asked John Stepenhens, the President’s doorkeeper, if I could see the President. He said “Sure, he has a clean desk and nothing scheduled right now.” I believe he talked to the President but I did not hear the conversation. I walked in the Oval Office just as Adams arrived alongside me, spouting objections. The President shook my hand and said, “Hello, Charlie what can I do for you.” As I handed him the proclamation, Adams said, “This is the Proclamation I told you about praising lawyers.” Eisenhower, himself no fan of lawyers, read it, and after a little discussion between the three of us said, “Sherm, this Proclamation does not contain one word praising lawyers. It praises our Constitutional system and our heritage under the rule of law and it asks for our people to stand up and praise those things as well. I like it and I’m going to sign it. Some people are going to think this is the best damn idea I’ve had.”7 The creation of Law Day proved to be easily merged with events honoring

NASHVILLE BAR JOURNAL | APR/MAY 2018

(continued on page 26)

DIAL-A-LAWYER

Dial-A-Lawyer is held the first Tuesday of each month from 6:00 – 8:00pm, and the public is invited to call in with basic legal questions. If you would like to volunteer and help the NBA support this program, please contact our LRIS Coordinator at Wendy.Cozby@nashvillebar.org. Pro Bono credit applies, and a complimentary dinner will be provided.

Thank you to our February and March volunteers!

GINA CRAWLEY CHRIS HUGAN TOM LAWLESS DOUG PIERCE JOE RUSNAK

VOLUNTEER TODAY

NASHVILLEBAR.ORG

HIGH SCHOOL INTERN PROGRAM The NBA and the Diversity Committee seek the commitment of your firm—as an employer—to hire one or more of the talented individuals we select to participate in our 7-week intern program beginning June 4, 2018.

STUDENT BENEFITS

Provide rising and graduating seniors with personal experience in the day-today legal workplace of private law firms, corporate law divisions, governmental law offices, and other legal organizations.

EMPLOYER BENEFITS

Gain access to a variety of diverse talent through identification of outstanding students, as well as participate in the efforts among the Nashville legal community to promote diversity.

SPONSORSHIP OPPORTUNITY

Participate in the formal educational component of the program and sponsor a Lunch & Learn, which exposes interns to a wide diversity of legal employment opportunities.

MAKE A DIFFERENCE Each year, several highly qualified students are interested in the field of law and apply but must be turned away. In 2018, the Diversity Committee desires to place more students in the program. To accomplish this goal, we need your help!

GET IN TOUCH If you are interested in participating as an employer OR you know a student who would like to apply for the High School Intern Program, contact Traci.Hollandsworth@nashvillebar.org or visit NashvilleBar.org/DiversityCommittee.

Diversity Committee High School Interns | Class of 2017

CAN YOU NAME THESE PEOPLE?

Be the first person to email the correct answer to Jill.Presley@nashvillebar.org, and your name—along with the correct answer—will appear in the next issue.

FEB/MAR GOLDEN OLDIES

We didn’t receive any responses! L to R: Randy Kennedy, Steve North (sunglasses), Margaret Behm, Harlan Dodson III, John Van Cleave, C. Alan Lancaster, Carol McCoy, Ed Fowlkes, Joe Dughman, Walter Kurtz (“Mississippi” t-shirt), ___________ and __________.

Nashville Bar Foundation | 2018 Class of Fellows

Pictured left to right: Brandt McMillan, Hon. Bill Higgins, T. Chad White, Jack L. Byrd, Cynthia C. Chappell, Susan West Carey, Jason W. Callen, Sharon K. Roberson, Jeffrey J. Switzer, Kenneth S. Byrd, Chris Hugan, Stephen J. Zralek, Blind Akrawi, John A. “Jack” Spann, III, Tracy Dry Kane, Hon. Richard H. Dinkins, Jeffrey H. Gibson, Lynne T. Ingram, Kimberly G. Silvus, Charles I. Malone, Sarah Clark Hannah, Kelly M. Telfeyan, Jeffrey L. Allen, Elizabeth Sitgreaves, Rhonda Scott Kinslow, and Tricia R. Herzfeld.

NASHVILLE BAR JOURNAL | APR/MAY 2018

Editorial |

Paige Bernick & David Watkins

Educating Nashville’s Youth on Law Week Separation of Powers: Framework for Freedom We want to discuss the Constitution with your kids. According to the 2017 Constitution Day Civics Survey conducted by the University of Pennsylvania’s Annenberg Public Policy Center, 53% of Americans believe (incorrectly) that immigrants who are in the U.S. illegally do not have any rights under the U.S. Constitution; 37% of Americans cannot name any of the rights guaranteed under the First Amendment; and only 26% of Americans can name all three branches of government. As lawyers, we know all too well that the citizenry of a healthy democracy must have a firm understanding of the constitutional principles underlying our system of government. The educational process of learning about the Constitution should start at an early age to ensure the next generation of Americans are equipped with foundational knowledge to exercise their rights and serve as good citizens. The Nashville Bar Association Young Lawyers Division wants to help promote this goal. Each year, the YLD invests in fostering a better understanding of not only the legal profession, but also general American civics through Law Week activities. With the annual Law Day themes, the YLD Law Week Committee’s programs highlight an important issue of constitutional law and provide

context for our democratic system of government. The Law Day 2018 theme, “Separation of Powers: Framework for Freedom,” encourages us to reflect on the system of checks and balances and its role in our government. This topic lends itself to engaging discussion about how the three separate, but co-equal, branches of government interact with one another. Each of these branches serve as a check and balance on the others, and guarantees that no one segment of government accumulates too much power. This spring, the YLD Law Week Committee will be visiting local classrooms—2nd graders at AZ Kelley Elementary School and Mt. View Elementary School, as well as 4th graders at Lakeview Elementary Design Center and Gateway Elementary School—to discuss this year’s theme. The program involves an interactive discussion about the three branches of government as well as question and answer time for students about the legal profession. In addition to the classroom presentations, the YLD sponsors competitions centering on the Law Day theme. The art contests for grade levels K-3 and 4-8 enables students to il(continued on page 12)

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Editorial |

Separation of Powers... (continued from page 11)

lustrate their understanding of the separation of powers through creative and artistic means. Essays submitted by area high school students are judged on their insight and mastery of the separation of powers concept. The winners of the art and essay competitions are invited to attend the annual NBA Law Day Luncheon where they will be publicly recognized for their achievement. The winning art work will be on display at the event. Most importantly, the YLD is excited about the opportunity to discuss our legal system with the next generation of citizens and, ideally, impart our appreciation for American democracy. n If you are interested in more information about YLD Law Week Committee programming, please contact Paige Bernick at pbernick@cclawtn.com or David Watkins at WatkinsD@tnpcdo.net. PAIGE BERNICK is an associate attorney at Cornelius & Collins, LLP in Nashville where she practices general civil litigation, health care liability, commercial litigation, and employment law. She received her B.A. in History from Princeton University and J.D. from the University of Tennessee College of Law.

The Historical Committee has completed over 50 oral histories of NBA members!

THANK YOU to Nolan & Powers Digital Media for donating time to make this possible! Nashville, TN 37027 | 615-342-9616 Any NBA member age 65 or older may record an oral history. For information or to schedule your time, contact Gareth Aden at Gaden@gsrm.com or Hal Hardin at HalHardin@aol.com.

NASHVILLE BAR JOURNAL | APR/MAY 2018

DAVID WATKINS is an attorney at the Tennessee Office of the Post-Conviction Defender in Nashville. He received his B.A. in Psychology from the University of North Carolina at Chapel Hill and J.D. from the University of Tennessee College of Law.

BACKGROUND CHECK

Honorable Frank Clement | Bart Pickett

If you have attended a Law Day luncheon in the past two decades, you have surely noticed the precision with which Judge Frank Clement conducts the onehour-long program. He has emceed the event for the last 18 years, with only two exceptions due to scheduling conflicts. Judge Clement spent his first three years of life in Dickson, Tennessee, before his family moved to Nashville to live in the governor’s mansion following his father’s gubernatorial election. Judge Clement remembers his childhood growing up in the spotlight fondly. He jokes that state troopers and prisoners raised him. He credits the prisoners with being a better influence as they had to act right. After graduating from Battle Ground Academy, Judge Clement headed west to attend Memphis State University. He received a B.S. in Education, but after completing his student teaching, he rethought a career in education. As a result, he struck out into the world of insurance sales followed by a stint as a junior executive for a local hotel chain. During this time, Judge Clement also served in the Tennessee Air National Guard, joining in 1968, and serving for six years. Judge Clement returned to Nashville in 1974 and initially landed a job working for a company that sold phone

systems to privately owned HCA hospitals. However, having grown up with a father and grandfather as attorneys, he soon decided it was time for him to give law a shot. He started at Nashville School of Law (NSL) in 1975. While in law school, he worked for the executive director of the Administrative Office of the Courts. Following graduation from NSL in 1979, Judge Clement joined Howell & Fisher where he focused on insurance defense work. After four years in that role, Judge Clement started to feel vulnerable as the clients were continually turning over due to the nature of the work. He wanted to have more of a continuing attorney/client relationship. He left the firm to join up with his law school classmate, Drew Gibson, to start their own firm. Judge Clement stayed there for 12 years doing an array of litigation and business representation. One of his more interesting clients was the local advertising company, Carden & Cherry, which created the Ernest P. Worrell advertising campaign and movies. Judge Clement still has memorabilia in his office. Following the death of Judge Everett in 1995, the Metro Council appointed Judge Clement to the county judge position. In that role, he spent half of his time on probate matters and half on vehicular crimes. Two years after being appointed to the bench, the legislature officially made the position a circuit court judgeship. As a trial court judge, Judge Clement had the opportunity to sit specially on the workers compensation appellate panel, as well as the Court of Appeals, which led him to apply for and ultimately to be appointed to the Court of Appeals in 2003.

Judge Clement thinks he has the best job in the Tennessee judiciary now. This role allows him more flexibility and the ability to look into the minutia of legal issues. He finds comfort at this age of being able to focus without severe haste. Judge Clement and his wife, Lynn, have a blended family of five children and seven grandchildren. He jokes that Lynn, originally from South Carolina, is here on a work permit. She works as the lead nurse practitioner at Vanderbilt’s allergy clinic. The couple live in Hillwood and attend the West End United Methodist Church. In their free time, they enjoy hiking, working in the yard, and travelling. Judge Clement also serves as a trustee for both the Tennessee Bar Foundation and the Nashville School of Law. If you ever spend time any time with Judge Clement, you are bound to either be a witness to or a victim of a practical joke. His secret: a legitimate hook. No one is safe with past victims including a Tennessee Supreme Court Justice, the Titans head coach, and even his own grandfather. Whatever your level of knowledge is of Judge Clement, if you have any interaction with him, you are sure to walk away knowing that we are better off for having him in our legal community. BART PICKETT is an attorney at the Law Offices of Julie Bhattacharya Peak where he represents Liberty Mutual Group, Inc.’s insureds and customers of its affiliated groups in litigation throughout Middle Tennessee. Prior to practicing, Pickett worked as a law clerk for the Honorable Judge Thomas W. Brothers of the Sixth Circuit Court of Davidson County and the Honorable Joseph P. Binkley, Jr. of the Fifth Circuit Court of Davidson County.

APR/MAY 2018 | NASHVILLE BAR JOURNAL

BILL & PHIL’S GADGET OF THE MONTH

Zoom Video Conferencing | Bill Ramsey & Phillip Hampton

We really don’t understand the craze for video conferencing, as we have never had a huge demand for people to see us while talking to us. Have you ever seen us? That may give you a clue. But, Bill has a hired a make-over artist, and now we are all on board for face-to-face meetings…electronically. There is no doubt that technology has caused us to withdraw from faceto-face human interaction. Have you noticed what people do while standing in a crowded elevator or waiting for luggage at the airport? You barely can see people’s faces because they are buried in their smartphones. God forbid you actually say something to the person standing next to you. We cry foul over this societal development, and we aim to do something about it. If technology has caused the problem, why can’t technology help us solve it? That is why we have been using Zoom (Zoom.us), a web video conferencing solution that is simple to use and easy on your budget. It is incredibly user-friendly to get started using Zoom by creating a free account and downloading the app on your computer, smartphone, or tablet. Zoom is a full-featured web meeting application that allows you to set up instant meetings or schedule meetings for the future. Obviously, our favorite feature is the ability to turn on our webcam and conduct a video conference with one or more parties. Within our office, the video conference is a way

to bring the personal element back to our meetings, regardless of whether we are interacting within the office or with a colleague who is working remotely. Moreover, for clients or potential clients, we think that being able to video conference adds value to our interaction and gives us the ability to conduct business remotely without sacrificing a personal connection with our clients. And, it really works great with expert witnesses to save money on travel costs, travel time, and over all out-of-pocket expense. In days past, if you wanted to do a quality video conference from your computer, you had to invest in incredibly expensive equipment and software— those days are over. We use the Zoom software with an HD webcam that we purchased at Best Buy for less than $100—the quality of the video conference with this basic setup is outstanding. However, Zoom also works well in larger settings where you want a room full of people to participate via more sophisticated equipment. The free version of the software limits the duration of your meetings to 40 minutes, but various corporate subscriptions remove this limitation. The scalability of Zoom means that we can use it for a range of needs from personal use to large corporate meetings using enhanced equipment. Beyond just showing our smiling faces, the Zoom application is loaded with features that are great for business. For example, you can share your screen with the call participants and any participant can make on-screen annotations. You also can directly access cloud-based files from popular file sharing sites, such as Dropbox and Google Docs. One feature we really like is the

ability to record the video call. If we are conducting a training session via Zoom and want to save the session for future use for either new employees or new clients, we can do that very easily. The recording is saved as an mp4 video file and can be uploaded to a cloud repository or even YouTube. The recording feature is available only in the paid subscription packages. Even if you are not using the video capabilities of Zoom, the application is still very useful just for audio calls, particularly when there are many call participants. You get a visual representation of who is currently speaking in the app. In addition, with the text chat feature you can send a private IM to any individual on the call or send a message to the entire group. In summary, we have used several web conferencing tools over the years, and right now Zoom is our favorite for both its ease of use and its scalability from small one-on-one meetings to large multi-party collaborations. So, if you want to have a meeting with Bill or Phil, get ready to accept our Zoom link—you don’t have to be a Zoom subscriber to respond to a meeting request—and get ready to see our noggins on the screen. (You can always cover your eyes.) We are all about making meetings personal again. We’ve got the technology to do it, and Bill has his make-over artist on retainer. Here’s smiling at you! See you next time,

APR/MAY 2018 | NASHVILLE BAR JOURNAL

TENNESSEE CHAPTER

Nashville Area Members recognized for Excellence in the field of Mediation or Arbitration

Gail ASHWORTH (615) 254-1877

John BLANKENSHIP (615) 893-4160

Paul DeHOFF (615) 631-9729

Hon. Robert ECHOLS (615) 742-7811

Barry L. HOWARD (615) 893-8896

James KAY (615) 742-4800

Mark LeVAN (615) 843-0300

Gayle MALONE, Jr. (615) 651-6700

David NOBLIT (423) 265-0214

Dan NOLAN (931) 647-1501

Leigh Ann ROBERTS (615) 767-5900

Michael RUSSELL (615) 815-0472

Tracy SHAW (615) 921-5204

Matt SWEENEY (615) 726-5774

John TARPLEY (615) 259-1366

Mark TRAVIS (931) 252-9123

Jack WADDEY, Jr. (615) 850-8752

Check preferred available dates or schedule appointments online directly with the stateâ&#x20AC;&#x2122;s top neutrals www.TennesseeMediators.org is free, funded by members

For more information about NADN, please watch the short video at www.NADN.org/about

NBA is your source for cutting edge, quality continuing legal education. We provide more than 600 hours of live and distance learning programming while offering our members discounted rates. For a complete calendar, full seminar agendas, and registration, visit NashvilleBar.org/CLE. T HURS DAY, APRIL 1 2 | LIVE SEMIN A R

TU E S D AY, A P R I L 24 | LI V E S E MIN A R

TRIAL PRACTICE SKILLS

BEST TECH PRACTICES

Techniques & Insights from Experienced Practitioners OVERVIEW

Learn trial practice techniques from experienced practitioners. This seminar features vignettes from the American College of Trial Lawyers that will be discussed and examined by Judge Martin and attorneys John Branham and Gayle Malone. If you are an attorney who is newer to the practice of law, or simply seeking to hone your trial practice and litigation skills, this seminar is for you.

Apps for Attorneys & Moving Your Practice into the Cloud—Benefits, Drawbacks, and Ethical Issues OVERVIEW Join us for a CLE on best tech practices. The first hour features a presentation on apps for attorneys. In the second hour, you will learn the benefits, drawbacks, and ethical issues involved in moving your practice into the cloud.

PRESENTERS Hon. James G. Martin, III, Circuit Court Judge John P. Branham, Bone McAllester Norton, PLLC Gayle Malone, Jr., Butler Snow

PRESENTERS

Moderated by William B. Jakes, III, Howell & Fisher, PLLC

Sean Martin, Martin Heller Potempa & Sheppard Jordan McQuown, LogicForce William T. Ramsey, Neal & Harwell

DETAILS Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 – 11:30am Seminar. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30am – 1:00pm

DETAILS

Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 General

Registration . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 – 11:00am

Location. . . . . . . . . . . . . . . . . . . . . . . Nashville Bar Association

Seminar. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00am – 1:00pm

COST NBA Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $65 Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $135 For registration after April 10, add a $10 late fee.

Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 Dual Location. . . . . . . . . . . . . . . . . . . . . . . Nashville Bar Association COST NBA Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95 Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $189 For registration after April 20, add a $10 late fee.

APR/MAY 2018 | NASHVILLE BAR JOURNAL

F R I & S AT, APRIL 2 7 - 2 8 | LIVE SEMINA R

TU E S D AY, M AY 15 | LI V E S E M I N A R

THE KY BOURBON TRAIL & KEENELAND CLE

NIXON, CLINTON & TRUMP

OVERVIEW Journey with the NBA to the historic Kentucky Bourbon Trail and enjoy an afternoon of races at the Keeneland Racecourse. Exclusively sponsored by Herman Hicks at First Tennessee Bank, registration includes bus transport to and from Kentucky, general admission to Keeneland, bourbon tastings, 2.5 hours of CLE credit, and lunch at Glenn’s Creek Cafe.

Federal White Collar Practice in High Profile Cases OVERVIEW

In this high-profile CLE, Solomon L. Wisenberg, partner in the Washington, D.C. office of Nelson Mullins, explores fundamental principles of prosecuting and defending federal white collar cases and how those principles have been followed or ignored in the 3 major national political/public corruption investigations of the past 45 years—Watergate, Whitewater, and Russia Gate. Mr. Wisenberg’s government career included serving as Deputy Independent Counsel, the number two position in the Whitewater/Lewinsky Investigation, and he was selected by Judge Kenneth Starr to conduct grand jury questioning of President Bill Clinton.

PRESENTERS Hon. Joseph P. Binkley, Jr., Circuit Court Judge Curtis R. Harrington II, Farmer Purcell White & Lassiter, PLLC D E TA I L S Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5 General

A reception—sponsored by Nelson Mullins—will follow the presentation. PRESENTER Solomon L. Wisenberg Nelson Mullins Riley & Scarborough LLP

Location. . . . . . . . . . . . . . . . . . . . . . . . . . . Lexington, Kentucky COST* NBA Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $249 Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $349

D E TA I L S

Non-attorney Guest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $149

Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1:30 – 2:00pm

For registration after April 20, add a $50 late fee.

Seminar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 – 4:00pm Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 General Location. . . . . . . . . . . . . . . . . . . . . . . Nashville Bar Association COST NBA Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89

*Cost includes bus transportation, general admission to Keeneland Racecourse, bourbon tastings, Saturday lunch, and 2.5 hours of CLE for attorneys. Hotel and lunch and dinner on Friday not included. Visit NashvilleBar.org/ BourbonTrailCLE for more information.

NASHVILLE BAR JOURNAL | APR/MAY 2018

Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $159 For registration after May 11, add a $10 late fee.

W E DNE S DAY, MAY 1 6 | LIVE SEMIN A R

TU E S D AY, M AY 22 | LI V E S E M IN A R

TOP 10 QUESTIONS RECEIVED BY THE TENNESSEE BPR

SERVING AS GUARDIAN AD LITEM, ATTORNEY AD LITEM, COURT-APPOINTED FIDUCIARY

OVERVIEW The Tennessee Board of Professional Responsibility (TBPR) fields ethics inquiries from Tennessee attorneys, providing clarity and guidance on Rules of Professional Conduct. What do attorneys call about most frequently, and more importantly, what are the answers to these questions? At this seminar, TBPR Disciplinary Counsel, Alan D. Johnson, will discuss the top 10 questions received by the TBPR, providing insight into the most frequently asked ethics questions in the state of Tennessee.

PRESENTER Alan D. Johnson, Disciplinary Counsel Tennessee Board of Professional Responsibility D E TA I L S Registration. . . . . . . . . . . . . . . . . . . . . . . . 11:30am – 12:00pm Seminar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 – 1:00pm Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 General Location. . . . . . . . . . . . . . . . . . . . . . . Nashville Bar Association COST NBA Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45 Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89 For registration after May 14, add a $10 late fee.

Hon. Randy Kennedy OVERVIEW The Seventh Circuit Court, Probate Division, maintains a list of attorneys qualified to be Guardians ad litem, Attorneys ad litem, and court-appointed fiduciaries. Each role is important to the Court and to the people coming before the Court. Judge Kennedy, therefore, expects all attorneys desiring to serve in these roles to learn about their duties, responsibilities, and the myriad of issues that surround conservatorships and guardianships. Topics that will be covered include: • Duties as a Guardian/Attorney Ad litem • Do’s and Don’ts Serving as a Guardian/Attorney Ad Litem • Rules for Fees and Compensation • How to Obtain CLE Credit • How to Fulfill Pro Bono Obligations in No Asset/Small Asset Cases • When a Guardian Ad Litem is Unnecessary • When to Recommend a Third Party as Fiduciary • Overall Observations from the Bench • The Role of The Office of Conservatorship Management • Brief introduction to serving as a court-appointed fiduciary Jack Spann of Brown & Brown of TN will provide a complimentary lunch. PRESENTER Hon. Randy Kennedy, Circuit Court Judge D E TA I L S Registration & Lunch. . . . . . . . . . . . . . . . . 11:30am – 12:00pm Seminar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 – 1:00pm Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 General Location. . . . . . . . . . . . . . . . . . . . . . . Nashville Bar Association COST NBA Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $45 Non-Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89 For registration after May 18, add a $10 late fee.

APR/MAY 2018 | NASHVILLE BAR JOURNAL

P L I LIVE WEBCASTS Liv e CL E Cred i t f r om Innov a t iv e We bc ast s

P LI LI V E WE B C A S TS Li ve C LE C redi t f rom I nnovat i ve Web c a s ts Environmental Regulation: Hot Topics, Regulatory Developments, and Practical Guidance for Corporate Compliance June 8, 7:45am – 4:00pm 1.0 Dual | 5.5 General Complimentary breakfast included.

PLI and the NBA provide sophisticated programs to Tennessee attorneys through live webcasts held at the NBA Conference Center. Attendees will earn live CLE credit. Registration is FREE for PLI’s Privileged members. Visit NashvilleBar.org/ CLE for course details and to register. IP Monetization and Investment: Maximize Your Financial and Strategic Options April 18, 8:00am – 4:00pm 1.0 Dual | 5.0 General Complimentary breakfast included.

Appellate Advocacy April 19, 12:00 – 4:00pm

3.58 General

6.0 General

Complimentary breakfast included.

Fiduciary Investment Advice May 10, 11:30am – 4:00pm

3.0 General

Complimentary breakfast included.

Negotiating Real Estate Deals June 21, 8:00am – 4:45pm

1.0 Dual | 6.0 General

Complimentary breakfast included.

Class Action Litigation June 21, 8:00am – 4:00pm

Psychological Issues in the Workplace April 25, 11:30am – 4:00pm 1.0 Dual | 3.0 General Fashion and Retail Law: Trends and Developments May 1, 8:00am – 4:00pm

Expert Witness June 12, 8:00 – 11:30am

6.25 General

Complimentary breakfast included.

Ethics for In-House Corporate Counsel June 27, 8:00 – 10:10am

2.0 Dual

Complimentary breakfast included.

Ethics in Discovery June 27, 11:00am – 1:10pm

2.0 Dual

Understanding the Securities Laws July 19 – 20, 8:00am – 3:30pm 2.0 Dual | 10.25 General 4.0 General

Doing Deals: The Art of M&A Transactional Practice May 11, 8:00am – 4:00pm 6.0 General

Complimentary breakfast included.

Internet of Things: Everything is Connected July 27, 8:00am – 4:15pm

7.0 General

Complimentary breakfast included.

Basics of Accounting for Lawyers May 17 – 18, 8:00am – 3:15pm

1.5 Dual & 9.5 General

Ethics and Conflicts of Interest in Law Practice August 7, 8:00 – 10:10am

2.0 Dual

Complimentary breakfast included.

Compliance & Ethics Essentials May 31 – June 1, 8:00am – 12:15pm 1.0 Dual | 9.0 General

The Attorney-Client Privilege and Internal Investigations August 7, 2:00 – 4:10pm 2.0 Dual Complimentary breakfast included.

Complimentary breakfast included.

Ethics in Banking and Financial Services June 27, 8:00 – 11:00am Complimentary breakfast included.

NASHVILLE BAR JOURNAL | APR/MAY 2018

2.58 Dual

NB A ONLINE SEMINARS P erso n al i zed Le a r ning on Your Sc hedul e

WE B I N A R S | FE ATU R I N G S E A N C A R T ER , ESQ . Laugh Whi l e You Learn

is the exclusive online support network for the NBA.

Check out our NEW online seminars at NashvilleBar.org/CLE! Business Law Institute • Introduction to Cryptocurrency and Initial Coin Offerings • New Options for Raising Capital for Small Companies • Recent Developments in Case Law or Corporate Statutes Every Business Lawyer Should Know • Streamlining the M&A Due Diligence Process Ethics Seminars • Conflicts and Recent Discipline • Ethical Issues for the Mediator and the Mediated • Ethics, Social Media & YOU Hot Topics • Shifting Tides for Immigration Law and Policy • Proliferation and Regulation of Short Term Rentals • Transparency in Government • Fighting to Stay in the USA

Yelp, I’ve Fallen for Social Media and I Can’t LinkedOut: The Ethical Pitfalls of Social Media April 18, 12:00 – 1:00pm 1.0 Dual From Competence to Excellence: The Ethycal Imperative for Excellent Client Service April 23, 12:00 – 1:00pm 1.0 Dual The 2018 Ethy Awards April 28, 10:00am – 12:00pm

2.0 Dual

APR/MAY 2018 | NASHVILLE BAR JOURNAL

GET A CLE EASY PASS & GO! EASY PASSES PASSES TO TO CHOOSE CHOOSE FROM: FROM: 33 EASY

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10-HOUR CLE PASS

$265 $265 (2 free CLE hours == (2 free CLE hours $95 savings) savings) $95

15-HOUR CLE PASS

$315 $315 (3 free CLE hours == (3 free CLE hours $135 savings) savings) $135

$420 $420 (6 free CLE hours == (6 free CLE hours $255 savings) savings) $255

Valid from Nov 1, 2017 to Oct 31, 2018.

Purchase your members-only CLE Easy Pass now, and save up to $255 on cutting edge CLE! Choose a CLE Easy Pass that fits your “Live” CLE hour needs and your budget. For questions or to purchase your CLE Easy Pass, email NBA_CLE@nashvillebar.org or call 615-242-9272.

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PHONE 615-242-9272

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LATE FEE: Registration must be received by 5:00pm two business days ahead of the seminar. If you register late, please add a $10 late fee to your payment. CANCELLATION: No refund or credit will be issued after 5:00pm two business days ahead of the seminar; however, a substitute may attend for a registered participant. CLE EASY PASS HOLDERS: Cancellation must be received by 5:00pm two business days ahead of the seminar to retain CLE Easy Pass hours. CLE Easy Passes are non-transferable, and a substitute may not attend for an Easy Pass Holder.

NASHVILLE BAR JOURNAL | APR/MAY 2018

Editorial |

Kelly L. Frey & Amelia Lant

Having Your Cake and Eating It Too: Getting Asset Sale Tax Treatments in a Stock Sale Transactional attorneys are taught early in their careers that there are two types of M&A (Merger and Acquisition) transactions: stock deals and asset deals. Unfortunately, that dichotomy is practically wrong and can cost mid-market, closely-held companies millions of dollars (and create potential malpractice claims by clients who become aware of the knowledge gap of their counsel after the transaction is completed). Section 338(h)(10) of the Internal Revenue Code allows certain transactions to be structured as stock deals, but taxed as asset deals.1 Traditional Acquisition Considerations In 99 out of 100 transactions, a buyer is going to prefer to acquire a target’s assets.1 Not only does an asset acquisition prevent residual liabilities of the target from creating massive headaches (and losses) after the acquisition, but an asset sale also allows a purchaser to both readjust the tax basis on the physical assets and depreciate the sales price (that is solely attributable to the basis in the assets) based upon the depreciable lifespan of the assets. For example, take a simple acquisition of a $1M target with

a $100K tax basis in its assets. In an asset sale, the acquirer can reallocate the tax basis in the assets (let’s say to $1M)—a “step up” in basis—and conceivably depreciate the entire asset value/purchase price of the transaction post-closing (offsetting target income for years to come from the depreciation/ loss carryover of the depreciation). In a stock sale, the acquirer merely receives a $1M basis in the stock of the target, with no offsetting depreciation/loss against future target earnings.2 The practical, post-tax difference could be annual tax depreciation that could be used by the buyer to shelter income equal to the entire purchase price versus taxable recognition of the target’s post-closing income from “dollar one” in a stock acquisition.3 From the seller’s perspective, however, an asset sale can trigger (among other events) (1) significant tax obligations (based upon the excess of the purchase price above the basis of the assets of the company), (2) defaults in non-assignable contracts, and (3) repayment of debt obligations. So, suggesting a 338 sale, where appropriate, can accommodate both seller and buyer in different ways.4 (continued on page 24)

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Editorial |

Having Your Cake and Eating It Too... (continued from page 23)

Advantages of a 338 Sale Specifically, Section 338(h)(10) provides a hybrid tax treatment that can accommodate target’s (or seller’s) desire to sell stock and acquirer’s desire to purchase assets (and/or obtain contracts of target that are non-assignable in an asset sale).5 In a 338 transaction, seller and buyer explicitly “elect” under Section 338(h)(10) that the stock acquisition transaction is entirely disregarded for tax purposes by the selling shareholders, and instead, the transaction is reported as a deemed asset sale by the target followed by target’s deemed liquidation. The seller and buyer allocate the purchase price against the physical assets (just as they would in an asset sale) by filing form 8023 with the IRS by the 15th day of the 9th month after the closing date.6 And the target’s final tax return must be filed within two and a half months of the transaction.7 A 338(h)(10) election is only available where the target is an S-corp (or member of an affiliated or consolidated

group of corporations), and the buyer is a corporation making a qualified stock purchase of at least 80% of target’s stock.8 The buyer may want to immediately liquidate the target (tax free under Section 332) or perhaps continue the target/S-corp as a Qsub (if the buyer, itself, is a S-corp or a new S-corp is created specifically for the transaction). A 338 election does not affect the buyer’s responsibility for target’s pre-closing liabilities, as the asset sale/ deemed liquidation is a legal fiction—so sufficient indemnity provisions should be negotiated in a 338 transaction to adequately protect the buyer from pre-closing liabilities of the target (and escrow and insurance should remain in place sufficient to assure that there are proceeds to cover the indemnity obligations in the event of seller’s inability to fully fund such obligations). Additional Advantages Under New Tax Law The advantages of a 338 sale became even greater under the new Tax

Valuation, litigation, forensic and mediation support services require an independent and objective assessment. Price CPAs has assisted in cases involving these services. THESE SERVICES INCLUDE:

• • • • • •

Minority shareholder disputes Valuations Wrongful Death/Personal Injury Divorce (equitable distribution) Comingling & Transmutation Business damage assessment and determination • Solvency analysis and fraudulent conveyance • Litigation consulting services.

THESE SERVICES ARE LED BY THE FOLLOWING PROFESSIONALS:

• • • • •

Tom Price, CPA/ABV/CFF, CVA Alan Webb, CPA Mark Fly, CPA, ABV Brett Henry, CPA, MBA Gary Pounders, CPA, CFE

Cuts and Jobs Act (TCJA) signed into law on December 22, 2017. Under the TCJA, qualified property acquired after September 27, 2017, and placed into service on or before December 31, 2022, may be eligible for 100 percent bonus depreciation (i.e. the purchase price for this property will be immediately deductible).9 Under the TCJA there is no “original use” requirement (such that both new and used property are now eligible for 100 percent expensing). Such 100 percent bonus depreciation to a potential purchaser, as well as the lower (21%) tax rate now imposed on corporate sellers, make stock sales subject to a Section 338(h)(10) election even more attractive to both parties (lowering taxes to seller for recognition as a stock sale and to purchaser for recognition as an asset purchase based upon higher/immediate depreciation of assets). In this regard, note that bonus depreciation is not available for goodwill and other intangible property, which remain amortizable under the straight-line method over 15 years (but “qualified property” for such accelerated treatment continues to include certain computer software and certain qualified film, television, and live theatrical productions). Accordingly, buyers generally will continue to have an incentive to allocate as much of the 338-purchase price as possible to tangible, depreciable property eligible for 100 percent bonus depreciation, whereas sellers will continue to have an incentive to allocate the purchase price to whichever assets have the highest tax basis and therefore produce the lowest taxable gain.

3825 BEDFORD AVE | STE 202 | NASHVILLE, TN 37215

615.385.0686 | w w w. p r i c e c p a s . c o m

NASHVILLE BAR JOURNAL | APR/MAY 2018

(continued on page 26)

LEGISLATIVE COLUMN

Capitol Notes | Peggy Sue, the Beagle Hound

—If you ain’t the lead dog, your view never changes. 2018 Legislative Session Our legislative friends are fully engaged, and wise observers can see the end of the session in mid-April. A smart dog slows down for a hard decision such as choosing which trail to take to find the rabbits. Similarly, a legislator seeking votes for a bill to clear a crucial committee will defer a bill hoping for a change of heart by reluctant committee members—or perhaps file a milder amendment that is more palatable. The wise hunter knows to listen to the smartest dog, not necessarily the loudest. This wisdom is a constant challenge in the legislative process. For example, each year since 1998, the State Comptroller— through its Office of Research and Educational Accountability—has conducted a weighted caseload study to provide policy makers an objective means to determine the need for judicial resources. The Comptroller has contracted with the National Center for State Courts to develop a model based on time studies and case filings. The 2017 fiscal year report (published this February) shows the filing breakdown as

Criminal, 45%; Domestic 30%; and Civil 25%. The state has a net deficit of 9.76 judges, and four judicial districts show a need for one or more judges—specifically, District 16 composed of Cannon and Rutherford counties; District 19 composed of Montgomery and Robertson counties; District 21 composed of Hickman, Lewis, Perry, and Williamson counties; and District 30 composed of Shelby County. Enter the Legislature with SB 2511 by Ketron / HB 2679 by Casada to remove a trial judge from Davidson and Shelby counties and give them to the 16th and the 21st Judicial Districts. While the Legislature has the constitutional power to establish a system of lower courts, the exercise of the power as proposed in this bill seems harsh. Wiser dogs would seem to encourage the appropriation of funds for a new judicial position in the districts with the greatest need, rather than eliminating judges in counties that also show a need for more judicial resources. 2018 Elections Three elections to put on your radar: • Tuesday, May 1, will see the Davidson County primary election for local offices with several notable judicial slots candi-

dates are hoping to fill the remainder of unexpired terms until 2022. Early voting begins April 11, and this ballot also includes the transit improvement program referendum. • Thursday, August 2, will see the general election for the local races and the primary election for state and federal offices. All state house seats will be up as will the odd numbered state senate seats. (In Davidson County, those are District 19 where Senator Thelma Harper is not expected to seek reelection and District 21 where Attorney Jeff Yarbro is the incumbent.) August 2 will also be the primary election for Governor, U.S. Senate, all U.S. House seats, and the election to fill the remainder of the Nashville Mayor’s unexpired term. • Tuesday, November 6, will see the general election for the state and federal offices. Checklist for April and May 1. Be the lead dog. Be sure you and those you care about are registered to vote. 2. Use the website GoVoteTN.com to register/update your registration online. 3. Make plans to attend this year’s NBA Law Day lunch on Friday, May 4. 4. Mother’s Day is Sunday, May 13. Calendar Notes The NBA Memorial Service for Nashville lawyers is Thursday, May 24, at the Downtown Presbyterian Church. State and NBA offices will be closed Monday, May 28 for the Memorial Day holiday. n PEGGY SUE is fond of the classic 1957 Buddy Holly song. When hunting legislative news or biscuits, she is hard to get a hold of.

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Editorial |

Having Your Cake and Eating It Too... (continued from page 24)

Conclusion Especially in the mid-market and closely-held sectors (where targets have traditionally adopted the S-corp status early in their history), a 338 election provides a mechanism to leverage post-tax advantages for a buyer and make a target more attractive as a stock acquisition without unduly/negatively affecting the tax consequences to seller/target. n Endnotes 1 Under 26 U.S.C. § 1060(a)(2), the purchaser can allocate the purchase price among the tangible assets of the target, as well as intangible assets such as goodwill, thus offering tax recognition and benefits of the entire purchase price. Rather, the purchaser simply retains the tax basis in the stock until a subsequent sale of the stock, with the tax basis available to offset the proceeds. 2

See id. § 1012(a) (detailing the tax basis of property). 3

For instance, if an asset sale is not a viable option due to certain legal restrictions, the 338 transaction allows the target to maintain its corporate existence while still offering the tax benefits of an asset sale. 4

Thus, for legal purposes, the purchaser acquires the stock of the target, and for tax purposes, the purchaser acquires the assets. As a result, the purchaser can immediately realize the tax benefits of the total purchase price with yearly depreciation deductions that offset—or rather, shelter—taxable income. 5

See id. § 338(g)(1).

See 26 C.F.R. § 1.338-10(a)(6)(i) (outlining the due date for the target’s tax return). 7

As set forth in 26 U.S.C. § 338(b)(6)(A), the qualified stock purchase can occur over a 12-month period, subject to certain limitations. 8

The bonus depreciation is scheduled to be phased out 20% a year over the five years beginning 2023. 9

KELLY FREY is a partner at Nelson Mullins Riley & Scarborough, LLP. He practices corporate law and was selected last year as “Best of the Bar” in Technology Law by the Nashville Business Journal, “Lawyer of the Year” in Nashville by Best Lawyers in America® in Technology Law, and the only attorney selected in Mid-South SuperLawyers in Technology Transactions. He is past-president of the Nashville Film Festival and current chair of the Board of Governors for the Franklin Theatre. AMELIA LANT is a business and technology attorney in the Nashville office of Nelson Mullins Riley & Scarborough, LLP. She focuses her practice in the areas of corporate venture capital and technology transactions.

RESERVE OUR FACILITIES Did you know? The Nashville Bar Association offers its conference rooms to be used for arbitrations, mediations, meetings, depositions, and other events for attorneys who need a convenient place to meet in downtown Nashville. We have a spacious Conference Center and a smaller Board Room— both of which have Wi-Fi access, phone, and video-conferencing— available for your use. For more information, contact Vicki.Shoulders@nashvillebar. org or visit NashvilleBar.org/ ReserveOurFacilities.

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FEB/MAR 2018 | NASHVILLE BAR JOURNAL

Feature Story | Loyalty Day. For a few years thereafter, parades and celebrations throughout the country celebrated both together. By the mid-1960s, however, concerns about America’s role in the Vietnam War seriously eroded support for Loyalty/Law Day parades. Organizers then made a fundamental error in promoting Loyalty/ Law Day as support for American efforts in Vietnam, just as the country was coming to terms with its feelings about the war and those who were fighting in it. Those divisions came to a head in 1968, when only a few thousand marchers turned out for the Loyalty/Law Day parade in Manhattan, but nearly 90,000 people marched down both sides of Central Park and rallied against the war. Loyalty/Law Day marches, however, had sparse crowds and half-empty reviewing stands.8 Loyalty Day never recovered from its association with the Vietnam War. By the time the Vietnam War had ended and America started its healing process, it seemed as though there was no one of Rhyne’s influence around to sever Law Day from its connection to Loyalty Day and restore the event with its original enthusiasm for the rule of law. The ABA and bars around the country, nevertheless, stepped into the vacuum. As Loyalty Day faded, the ABA—in partnership primarily with state and local bars—kept the flame alive for Law Day. The ABA has remained focused on the original purposes of Law Day. Since Law Day’s creation 60 years ago, the ABA has developed a national theme each year centered on the rule of law and preservation of justice. Law Day Today The NBA has taken the leadership role in recognizing principles of Law Day in our Nashville community. Every year, 28

Law Day Turns 60 (continued from page 8)

the NBA celebrates Law Day with multiple events, including a luncheon around May 1, essay and poster contests, and visits to local schools where YLD lawyer’s talk about issues related to the year’s theme. This year marks the 60th anniversary of Law Day and the theme is “Separation of Powers: Framework for Freedom.” The 2018 Law Day luncheon will be held on Friday, May 4, at the Renaissance Hotel. Former Mayor Bill Purcell will deliver the keynote address. Recent Law Days in Nashville have been recognized nationwide. Twice, the NBA’s keynote speakers have been honored for excellence. In 2005, Jim Neal’s keynote address received third place in the competition for the Judge Edward R. Finch Law Day Speech Award. The following year, Congressman Jim Cooper garnered the top prize for his remarks entitled “Executive Overreaching v. Congressional Underperformance.”9 The NBA received the ABA’s highest award for Law Day in 2010. The NBA created and produced an original program entitled “Defending Freedom in the Nashville Sit-In Trials: Celebrating the Attorneys Who Defended Nashville Sit-In Demonstrators on the 50th Anniversary of the Trials.” The ABA awarded this program its 2010 Outstanding Law Day Activity Award as the best in the country. The re-enactment of one of the sit-in trials is still broadcast regularly on cable access channel, particularly during Black History Month in February. It is more important than ever that we recognize the significance of Law Day and what it represents for our community. Throughout the 20th century, America fought several wars on the ground, but— more importantly—it fought a war of ideas and beliefs promoting freedom over oppression. And, America won that war as

NASHVILLE BAR JOURNAL | APR/MAY 2018

well. This contrast between the ideologies of the rule of law and dictatorship is the difference between Communism’s version of May Day and the principles of freedom and justice espoused through America’s Law Day. If there is a single day that celebrates the achievements of the rule of law over dictatorship, it should be Law Day. As Attorney General Kennedy challenged us, our opportunity and mission this Law Day should be to re-dedicate ourselves to the rule of law. If it is not us—as lawyers and judges—to stand for liberty, justice, and equality, under the rule of law, then who will, particularly as we fight even greater challenges to those principles, both here and abroad today? n Endnotes 1 Benson A. Romano, Law Day After the Cold War: Same Mission, New Focus, 77 Mich. Bar J. 292 (Mar. 1998). Norman Corenthal, May Day Transformed: The Origins of Law Day, 2013 N.Y. Law J. 7, (May 1, 1995). 2

Id.

Romano, supra note 1, at 292.

Id.

Rep. Cooper Receives Top Law Day Award From American Bar Association, U.S. Fed. News (Oct. 26, 2006). 9

JONATHAN COLE is a Shareholder with Baker Donelson, focusing on resolving business disputes. He is a past president of the Nashville Bar Association, and immediate past president of the National Conference of Bar Presidents. He is listed as a Tennessee Supreme Court Rule 31 Mediator and in the Best Lawyers in America.

In celebration of Law Day, join the Nashville Bar Association and keynote speaker, Bill Purcell—attorney and former Mayor of Nashville—on Friday, May 4, at the Downtown Renaissance Hotel. For more information and to register online, visit NashvilleBar.org/LawDay. You may also register by filling out this form and returning it to the NBA offices no later than Friday, April 27. Registration: 11:30am | Lunch: 12:00 – 1:00pm NBA Member $__________ Received on or before 4/27 | $50/person Received after 4/27 | $65/person

Non-Member $__________ Received on or before 4/27 | $60/person Received after 4/27 | $75/person

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VIP Ticket Package* $__________ Received on or before 4/27 | $475/package Received after 4/27 | $625/package 

*Includes 10 tickets at a discounted price for your firm plus recognition in the Law Day program. This event is open seating.

PAYMENT & CONTACT INFORMATION Name

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Additional Guest(s) Payment Type:  Credit Card Credit Card #

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Send payment to Traci Hollandsworth at: Nashville Bar Association | 150 4th Ave, Ste 1050 | Nashville, TN 37219

Premier Members The NBA Premier Membership is a special category that recognizes our members who desire to demonstrate the utmost in commitment and support to NBA programs and services. Contact Vicki.Shoulders@nashvillebar.org for information on how to become a Premier Member.

2018 PREMIER MEMBERS Gail Vaughn Ashworth

Lisa Helton

David Raybin

Heidi Barcus

Jamie Hollin

Daniel Berexa

Paul Housch

Sara Reynolds

Mark Beveridge

Margaret Huff

Hon. Joe Binkley, Jr.

R. Jan Jennings

Charles Bone

Andrew Kaufman

C. Dewey Branstetter, Jr.

Jordan Keller

Eric Smith

Kenneth Byrd

John Kitch

Saul Solomon

Christopher Cardwell

Dean William Koch, Jr.

John Spragens

Kay Caudle

Irwin Kuhn

Mark Chalos

Edward Lanquist, Jr.

Joycelyn Stevenson

William Cheek, III

Thomas Lawless

Hon. Patsy Cottrell

Clay Lee

John Day

Hon. Randal Mashburn

Gerard Stranch

Joy Day

Sam McAllester, III

Jim Stranch

Karl Dean

Hon. Amanda McClendon

Hon. Aleta Trauger

Jacqueline Dixon

Rocky McElhaney, II

David Downard

Bob Mendes

Howard Vogel

Blair Durham

Margaret Moore

John Floyd

Marlene Moses

Keith Frazier

Patricia Moskal

Jim Weatherly, Jr.

Richard Green

Jennifer Mueller

Peter Weiss

John Griffin, Jr.

Phillip Newman

Thomas White

Jay Harbison

Mark Overlock

Bill Harbison

Mattison Painter

Larry Williams

Hon. Marian Harrison

Rose Palermo

Aubrey Harwell, Jr.

Gregory Pease

Trey Harwell

Andrea Perry

Laura Heiman

Tracy Powell

Nathan H. Ridley Carolyn Schott Kimberly Silvus

Michael Stewart Al Stolte

Michael Wall Elizabeth Washko

Thomas Wiseman, III Sheree Wright Ed Yarbrough Stephen Young Stephen Zralek

NASHVILLE BAR JOURNAL | APR/MAY 2018

Welcome to the NBA! Congratulations on your new membership! Thank you for joining the NBA and all that it has to offer. We look forward to serving you this year and appreciate your support. Visit NashvilleBar.org or contact Vicki.Shoulders@nashvillebar.org for questions and general information.

NEW MEMBERS (JANUARY 1 - FEBRUARY 28)

Alicia Davis

Ruth Davis Wakefield

Beverly Garland

Lovin M Middleton-Dunn

Mary Lauren Davis

Jessica Morgan Wilson

Dawn Jubeck

Sam Law Blink

Lawrence de Sola

Michael A. Johnson

Tim Wehby

Nathan Charles Elner

Sara Rebecca Ellis

Callie Minh Tran

Hailey Janeway

John T. Rouse

Seth Russell Ross Granda

James Kemp

Ross Johnson

Rongxuan Li

William Devin Gregory

Emily Grace Pfeiffer

Kendall Marie Manning

Lydia K. Gregory

Kathryn Joy

Anahi Alejandra Fancher

Connor David McDonald

Lauren Beth McCullum

Clay Thomas Lee

Mallory Kathryn Schiller

Gabrielle Christine Mees

Colbie Knight Taylor

Courtney Laine Lutz

Cameron Leigh Bowers

Hunter Shelton

Michael T. Souther

Jesse Lee Morris

Tina Silva Briley

Katie Stauffer

Elizabeth Ashley Bellamy

Catherine Oryl

Miles Adam Crandell

Madaleine Gray

Carla Grebert

Remington Shepard

Leslie Eileen Lambert

Justin A. Anderson-Heflin

Cynthia Abelow

Kristen Shields

Erin Dee Sparks

Travis Creel

William Donald Duke, Jr.

Olivia Lee Spears

Justin Chase Walling

Sarah Michelle Ferraro

APR/MAY 2018 | NASHVILLE BAR JOURNAL

VISIT NASHVILLEBAR.ORG/PHOTOGALLERY FOR MORE!

Winter/Spring 2018 Highlights

Trivia Night Happy Hour | Crow’s Nest

Damali Booker 1L Job Fair | Waller President’s Reception | Butler Snow

NASHVILLE BAR JOURNAL | APR/MAY 2018

VISIT NASHVILLEBAR.ORG/PHOTOGALLERY FOR MORE!

Winter/Spring 2018 Highlights Diversity Summit | Nashville School of Law

Nashville Bar Foundation Fellows Dinner Loews Vanderbilt Hotel

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Hearsay | Honors & Awards, On the Move, Firm News HONORS & AWARDS Judge Melissa Blackburn, presiding judge of the Davidson County Veterans Court and co-chair of the NBA Veterans Committee, presented at the ABA Leadership Institute as part of a panel discussion on Consumer-Based Approaches to Legal Services Delivery. Rebecca McKelvey Castañeda, a member of Stites & Harbison, PLLC, has been appointed by Lieutenant Governor Randy McNally, to the Tennessee Post-Conviction Defender Oversight Commission, a nine-member commission with duties that include selecting the director and assisting the Office of the Post-Conviction Defender in its annual budgetary process.

LLP. He has served as executive producer for multiple feature films, served as past-president of the Nashville Film Festival, and is president of the Nashville Japanese Film Festival.

previously worked as a law clerk for the Honorable Philip E. Smith of the 20th Judicial District. Guerre graduated from the University of Tennessee and Nashville School of Law.

Lauren Kilgore was recently named a partner of the business and entertainment law firm Shackelford, Bowen, McKinley & Norton, LLP. Kilgore has drawn from her firsthand experience as a country music performer to guide her representation of recording artists, publishing companies, internet companies, and record labels in both trial work and transactional matters.

Elizabeth Hickman joined Pendleton Square Trust and Family Office as Director of Estate Services/Trust Officer. Hickman will provide leadership for the estate team and serve families and their advisors in administering family trust relationships and work with the company’s CFO on legal and compliance matters. She previously practiced at Goodman Callahan Blackstone, PLLC where she led the firm’s probate and trust administration practice and Cumberland Trust and Investment Company on the administration of estates throughout the Southeast.

ON THE MOVE

Gay Eisen and Steve Eisen (pictured here with their son Jonathan) recently joined 10 colleagues from Hadassah’s National Attorneys Council as they were sworn in to the U.S. Supreme Court Bar. Steve practices law for Baker, Donelson, Bearman, Caldwell & Berkowitz, and Gay is a sole practitioner in Nashville.

Steve Groom has joined Neal & Harwell, PLC as of counsel. Groom previously worked with Butler Snow, LLP and Butler Snow Advisory Services. He also has served in leadership and general counsel roles for Corrections Corporation of America (now CoreCivic) and SunTrust Bank. Groom focuses on corporate governance and compliance, internal corporate investigations, and crisis management, among other areas.

Kelly Frey has been named president of the Franklin Theatre Board. Frey is a partner at the Nashville office of Nelson Mullins Riley & Scarborough,

Gene F. Guerre joined the law firm of Rogers, Kamm & Shea. Guerre will be working in the firm’s Domestic Law and Appellate Law Section. He

NASHVILLE BAR JOURNAL | APR/MAY 2018

Joseph Hubbard has been elected as a member of Kay Griffin, PLLC. Hubbard focuses his practice on the areas of commercial litigation, transportation litigation, tort litigation, and real estate and construction litigation. Before joining the firm in 2012, he clerked for two years with the Honorable Richard H. Dinkins on the Tennessee Court of Appeals. Michael A. Johnson has been elected as a member of Kay Griffin, PLLC.

Hearsay | Honors & Awards, On the Move, Firm News Johnson focuses his practice on the areas of civil litigation, entertainment law, intellectual property, and corporate law. Johnson has extensive experience at both the trial and appellate level in state and federal courts across the country. He also represents many local businesses with respect to corporate and transactional matters. Arrin K. Richards has joined Neal & Harwell, PLC as an associate. Richards will work in the areas of commercial transactions, bankruptcy, commercial real estate, estate planning, and civil litigation. Richards previously worked in the Office of the General Counsel at Vanderbilt University, most recently as Assistant General Counsel. He serves as the membership committee chair in the Young Lawyers Division of the Nashville Bar Association and secretary of the Napier-Looby Bar Association. Richards is a 2015 graduate of Vanderbilt University Law School. Memphis-based law firm Harris Shelton Hanover Walsh, PLLC, has expanded to Nashville and is pleased to announce that Chancellor Bill Young will join the firm as of counsel upon the expiration of his term in August. Young also serves on the Board of Directors for the Nashville Bar Association.

LAWYER REFERRAL & INFORMATION SERVICE National Association of Former United States Attorneys (NAFUSA) On March 6, 2018, former NBA Vice President and NAFUSA President Hal Hardin led a delegation of NAFUSA leaders to meet with Attorney Generalw Jeff Sessions, Deputy Attorney General Rod Rosenstein, and the Attorney General’s Advisory Committee (AGAC). Joining Hardin were Vice President Paul Coggins, Counsel to the Board Jay Stephens, AG Jeff Sessions, President Elect Terry Flynn, and board members John Richter and Tim Heaphy.

Are you looking for another avenue for revenue and referrals, specifically those tailored to your practice area? If so, the NBA Lawyer Referral & Information Service needs you. We are currently in need of attorneys who handle Civil Rights issues, such as: Police Misconduct Jail Abuse

The liaison committee was first formed in 2010 and Hal Hardin expressed his pleasure that these meetings are continuing in the Sessions Administration. “All the DOJ attorneys were most hospitable and thanked NAFUSA for the meetings,” said Hardin. “Having a good relationship with Main Justice and the U.S. Attorney community will enable us to fulfill our mission ‘to promote, defend and further the integrity and the preservation of the litigating authority and independence of the office of the United States Authority…,’” said Hardin.

Housing/Age Discrimination Americans with Disability Act For information on joining the NBA LRIS, contact Wendy.Cozby@ nashvillebar.org or visit NashvilleBar. org/LRISAttorneyRegistration. We look forward to hearing from you!

THE EXCLUSIVE REFERRAL SERVICE FOR THE NBA

APR/MAY 2018 | NASHVILLE BAR JOURNAL

Thank you for supporting your local bar association!

The Nashville Bar Association 100% Club is a special category of membership that demonstrates a commitment to the legal profession and our community from legal organizations with more than three attorneys that have 100% of their Nashville attorneys as members of the NBA. To become part of NBAâ&#x20AC;&#x2122;s 100% Club, contact Vicki.Shoulders@nashvillebar.org and support your local bar association today!

Aaron | Sanders, PLLC (3)

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Bradley (136)

Leitner, Williams, Dooley & Napolitan, PLLC (13)

Branstetter, Stranch & Jennings, PLLC (16)

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