Nashville Bar Journal | September 2013

Nashville Bar Journal

It’s a Wild Wild World: Securities Laws Get a 21st Century Makeover Tracy Kane

Humans as Products: Modern Day Slavery in Tennessee Eleanor Wetzel

NBA Picnic Registration Form

September 2013 - VOL 13, NO. 8

LEVEL OF LUXURY

A NEW IS COMING TO DOWNTOWN FALL 2013

Lexus of Nashville is opening a 9-acre, state-of-the-art facility in downtown Nashville.

With an extensive inventory of exquisite new and pre-owned vehicles, a 42-bay Service Center, and a team of skilled product specialists and certified technicians, we’ll provide the highest level of comprehensive automotive service available.

Adjacent to Interstate 65 in Metro Center, the modern facility promises efficiency, convenience, and comfort. A larger, technologically advanced Service Center is destined to raise the bar and lower wait times. The expansive lounge offers comfortable functionality, and the Lexus Cafe caters to our guests’ discerning palettes. It’s just another way we are creating an entirely new Lexus Experience in downtown Nashville.

A Monthly Publication of the Nashville Bar Association

Articles 6

It’s a Wild Wild World:

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Humans as Products:

Departments

Securities Laws Get a 21st Century Makeover Tracy Kane

Modern Day Slavery in Tennessee Eleanor Wetzel

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Columns 10

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From the President Communique • NBA Picnic • NBF - GavelNotes App • Directory Photography • Tune Award • 2014 NBA Dues • A Roast to Honor Gordon Bonnyman • Golden Oldie Reveal • Upcoming Events

CONTINUING LEGAL EDUCATION

RETROSPECTIVE: Back in the Days

Ward DeWitt

Gadget of the Month

Bill Ramsey, Neal & Harwell, PLC Phillip Hampton, LogicForce Consulting

CENTER SECTION

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100% Club

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NBA Picnic Registration Form

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Golden Oldie Identify the individuals in the photo. Be the first to email the correct answer to nikki.gray@ nashvillebar.org and your name (along with your correct entry) will appear in next month’s issue.

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Disclosure - Announcements • Kudos • People on the Move • Firm News • In Memory Classified Listings

NBA Calendar of Events September 10 - 11:30 AM L.A.W. Meeting

September 12 - 11 AM CLE Committee Meeting

September 19 - 11:30 AM Health & Wellness Committee Meeting

September 10 - 11:30 AM Solo/Small Firm Committee Meeting

September 12 - 11 AM Minority Opportunities Committee Meeting

September 19 - 3:30 PM Finance Committee Meeting

September 11 - 12 PM Estate Planning Committee Meeting

September 16 - 11:30 AM Probate Committee Meeting September 17 - 12 PM Ethics Committee Meeting

September 11 - 12 PM Community Relations Committee Meeting

September 19 - 4:30 PM Executive Committee Meeting September 19 - 5:30 PM NBA Picnic

September 17 - 4 PM NBA Board Meeting

Committee Meetings are held at the NBA Offices unless otherwise noted l o= Special Event l Full Calendar online at www.nashvillebar.org

' A Monthly Publication of the Nashville Bar Association

Tom Sherrard, Publisher William T. Ramsey, Editor-in-Chief ramseywt@nealharwell.com

Eleanor Wetzel, Managing Editor

From the President The Survey by:

Tom Sherrard

eleanorwetzel@jis.nashville.org

Journal Staff:

Nikki Gray, Director of Communications nikki.gray@nashvillebar.org

Tina Ashford, Communications Coordinator tina.ashford@nashvillebar.org

Editorial Committee: Kelly L. Frey Kathleen Pohlid Tim Ishii Tracy Kane Everette Parrish Bill Ramsey Rita Roberts-Turner Eleanor Wetzel David Winters Victoria Webb

Nashville Bar Association Staff Gigi Woodruff Executive Director ----------Tina R. Ashford Communications Coordinator Susan W. Blair Director, Continuing Legal Education Shirley Clay Finance Coordinator Wendy K. Cozby Lawyer Referral Service Coordinator Nikki R. Gray Director of Communications Traci L. Hollandsworth Programs & Events Coordinator Malinda Moseley CLE Coordinator Judy Phillips CLE Coordinator Vicki Shoulders Membership Coordinator/Office Manager The Nashville Bar Journal, ISSN 1548-7113, is published monthly by the Nashville Bar Association at 150 Fourth Avenue North, Suite 1050, Nashville, TN 37219, (615) 242-9272. Periodicals Postage Paid, Nashville, TN (USPS 021-962). Subscription price: $25 per year. Individual issues: $5 per copy.

POSTMASTER: Send address corrections to Nashville Bar Journal, 150 Fourth Avenue North, Suite 1050, Nashville, TN 37219

No part of this publication may be reprinted without written permission of the Nashville Bar Journal Editorial Committee. The Nashville Bar Journal is not responsible for the return or loss of unsolicited manuscripts or for any damage or other injury to unsolicited manuscripts or artwork.

All Articles and Letters contained in this publication represent the views of the authors and do not necessarily reflect the opinions of the Nashville Bar Association.

Nashville Bar Association 150 Fourth Avenue North Suite 1050 Nashville, TN 37219 615-242-9272 Fax 615-255-3026 www.nashvillebar.org

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Nashville Bar Journal - September 2013

At the annual banquet last December, and in my inaugural President’s article, I stated that the focus of the NBA in 2013 would be on membership retention and membership growth. As a consequence, we recently completed an internet survey that was extended to members of our Association and to non-members as well. Out of the 2,359 members who received the email survey, 490, or 21%, responded. Of the 1,645 non‑members who received the email survey, 190, or 12%, replied. A response by 21% of our members compares favorably with similar surveys undertaken by other municipal bar associations that are approximately the same size as the NBA. The staff is currently in the process of tabulating and classifying the results of the survey, and we expect to make the information available to the entire membership in mid to late September. In the meantime, I wanted to highlight a few salient points from the large amount of information received.

Let me begin by stating that those who responded to the survey represent a broad cross section of the Nashville Bar. Sixty-three percent (63%) of the respondents were male, and 37% female. The largest segment of respondents (32%) were between 46 and 59 years of age. However, the other age groups – from those under 30 to those 70 and over – were adequately represented. From the standpoint of law practice experience, respondents were fairly evenly spread between 1 and 40 years of practice.

Insofar as the nature of the practice in which respondents were engaged, 21% operated in a private practice setting involving 16 or more attorneys, 17% were employed by government agencies, and 42% were either in a solo practice or in a firm with fewer than 16 attorneys. Eight percent (8%) were in-house attorneys and 3% were judges.

Participants were asked to provide the primary reason each had become and remained a member of the Nashville Bar Association. The top three responses from members were (1) the chance to serve and promote the legal profession in Nashville, (2) an opportunity for networking to sustain and grow a law practice, and (3) the ability to obtain quality continuing legal education at a reasonable cost.

Respondents were also asked what each member thought were the four most important benefits of membership in the NBA. The answers were, in descending order: (1) the ability to receive continuing legal education at a reasonable cost, (2) receipt of the Nashville Bar Journal, (3) the opportunity to engage in networking and thus to expand one’s practice, and (4) the opportunity to give back to the legal profession in Nashville by service on committees and involvement in NBA activities.

The survey has also provided us with some interesting suggestions as to what respondents would like to have the NBA provide to its members. At the top of the list was more interaction between attorneys and judges. Next in importance was a desire to have more social events sponsored by the NBA, both for the networking opportunities such events provide, as well as to encourage and prompt fellowship among members of the Association. Quite a few responses suggested that the NBA should create more community service projects. A number of replies from non‑members of the NBA stated that they had not pursued membership because they did not know what the NBA offered or what benefits it might provide. This certainly suggests that

2013 NBA BOARD OF DIRECTORS

we must make sure that information regarding the benefits of membership is made available to all Nashville attorneys.

I think you will be encouraged about the information and suggestions that have been provided to the NBA as a result of this survey. The survey results underscore the need for our association to continue to provide and expand our programs as well as to be sure that our members are fully aware of the benefits available to them. Over the coming months, the Board and staff will explore ways to implement new features, increasing the value of your NBA membership. As we go through this process, we welcome any additional thoughts and suggestions any of you may have to assure that we are providing the best possible services to our Nashville legal community. n

Thomas J. Sherrard, President Charles K. Grant, President-Elect Patricia Head Moskal, First Vice President John R. Tarpley, Second Vice President John D. Kitch, Immediate Past President Cornell Kennedy, Secretary Trace Blankenship, Treasurer Gareth Aden, General Counsel Robert E. Boston Dewey Branstetter Kay Caudle C. Dawn Deaner Michele M. Johnson Edward D. Lanquist, Jr. Hon. Randal S. Mashburn John C. McLemore Jeffrey Mobley Andrea P. Perry Matt Potempa Maria M. Salas Saul A. Solomon Jocelyn A. Stevenson Overton Thompson, III

Got an Idea for an NBJ Article?

We want to hear about the topics and issues readers think should be covered in the magazine.

Send it to nikki.gray@nashvillebar.org

Nashville Bar Journal - September 2013

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NBA NEWS

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COMMITTEE INFORMATION

Nashville Bar Foundation to Release GavelNotes App

NBA Free Member Picnic!

The 16th Annual Nashville Bar Association Member Picnic, co-sponsored by Metro Law Department, will be held on September 19, 2013, at Hall of Fame Park. This event is FREE to all NBA Members.

This year's picnic will have a fun Sports/Tailgating Theme! Including trivia and fun activities provided by the event sponsors. Prize Giveaways include a Gift Card to The Palm and Titans Tickets! Please feel free to show support of your favorite sports team by wearing a jersey and/or team hat. Southern dinner of BBQ Beef Brisket and Blackened Chicken (provided by Copper Kettle) and Open Bars will be also be provided. The event begins at 5:30 pm with dinner served at 7 pm.

The Hall of Fame Park is located centrally downtown between the Country Music Hall of Fame, Downtown Hilton Hotel and the Schermerhorn Symphony Center.

Hope to see you all there!

Need to readily access the federal rules or state statutes while in court or rushing between meetings? Well, now there is an app for that. The Nashville Bar Foundation has developed an interactive app, available for both Droid and Apple products, that can be purchased for under $20. All proceeds support the charitable causes of the Bar Foundation.

For more information, refer to page 19.

2014 Directory Photography September 1 - September 30

The photography for the 2014 NBA Photo Directory has been set for September 1st September 30, 2013. Contact Bob Siddens Photography at (615) 419- 0355 or at bob@bobsiddensphoto.com if you have any questions or would like to schedule a session.

y BBQ y Open Bars y Music y Socializing y Prize Giveaways (gift card to The Palm and Titans tickets) Dinner Sponsored By: Copper Kettle Picnic Co-Sponsored By: Metro Law Department Event Sponsors: ABA Retirement Funds Program Document Solutions Grumpy’s Bail Bonds IPSCO LogicForce Professional Design & Printing SunTrust Thomson Reuters Vocational Economics

UPCOMING EVENTS: NBA Picnic Hall of Fame Park Thursday, September 19, 2013 ---------------------------------NBA Swearing-In Ceremony Justice AA Birch Building Tuesday, November 12, 2013 --------------------------------------

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Nashville Bar Journal - September 2013

New System To Track Appeals, Provide Online Access in Appellate Court Clerk’s Office The Tennessee Appellate Court Clerk’s Office has completed installation of a new digital tracking system for the appellate courts, allowing for greater access to information for lawyers, litigants and the general public.The new case management system, known as C-Track, will provide online and mobile access to digital copies of motions, orders, opinions, and judgments. The PDF files will be available free of charge any time of day at TNCourts.gov.

Memorial Service Downtown Presbyterian Church Thursday, November 21, 2013 -------------------------------------Annual Banquet Wildhorse Saloon Thursday, December 5, 2013 --------------------------------------

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NBA NEWS

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NBA NEWS

TUNE AWARD NOTICE

2014 Dues Forms

Nominations are being sought for the John C. Tune Public Service Award to be presented at the Annual Meeting & Banquet on December 5, 2013.

Our dues year ends on October 31, 2013. Look for your new dues statement in the mail in September. Please be sure to return 2014 NBA Dues forms before October 31 so that you may participate in our board elections in November. Remember that the information that you provide us with on your dues form is the information that we will publish next year in our 2014 NBA Attorney Directory. Review your information closely to insure that your listing is correct and return promptly to the NBA Offices.

This award is to be given to the Nashville Bar Association member who has shown the highest degree of dedication not only to his or her work as a lawyer but to the betterment of the community in which he or she lives. The purpose of the award is to recognize members who make outstanding contributions to the greater Nashville area community while distinguishing themselves as practicing attorneys. Because of the nature of the award and the fact that it is to be considered the highest award which can be bestowed upon a member, it was decided that the award did not necessarily have to be given annually, but only when there is someone deserving of this award.

Nominations should be directed to Traci Hollandsworth at 615242-9272 or traci.hollandsworth@nashvillebar.org.

PREVIOUS AWARD WINNERS: 1983 John C. Tune

1998 Jack W. Robinson Sr.

1984 George C. Cate Jr.

1999 Rebecca Thomas

1985 Harlan Dodson

2000 Valerius Sanford

1986 Reber Boult

2001 Margaret Behm

1987 Cecil Branstetter

2002 David Vincent

1988 Harris Gilbert 1989 Wilson Sims 1990

2003 Ashley Wiltshire 2004 Gareth Aden

Ruth Kinnard

2005 Chief Justice Frank Drowota

1991 Avon Williams

2006 Mayor Bill Purcell

1992 Charlie Warfield

2007 Judge Barbara Haynes

1993 Bill Willis 1994 Frank Gorrell (Posthumously) 1995 G. Gordon Bonnyman 1996 Not Presented 1997 Aubrey B. Harwell, Jr.

If you have any questions regarding your dues form or member benefits please contact Vicki Shoulders at vicki. shoulders@nashvillebar.org or (615) 242-9272.

A Roast to Honor Gordon Bonnyman With the help of a Host Committee that includes former Nashville mayor Bill Purcell and former Tennessee Supreme Court Justice Penny White, the Tennessee Justice Center will be hosting a roast to celebrate the 18 years of leadership that Gordon Bonnyman has devoted to the organization. The event will take place on November 19, 2013, at the Hutton Hotel, Ballroom from 6 -8:30 PM. For additional details, including information about tickets and sponsorship opportunities, please contact Kristin Ware at kware@tnjustice.org.

-Golden Oldies

2008 Judge Cissy Daughtrey 2009 Not Presented 2010 Mayor Karl Dean 2011 Bill Ramsey

Allen D. Lentz correctly identified the individuals in the August 2013 Golden Oldies photo.

Pictured are: Jim Harris, Jim Kniffen, Jim Cheshire, and Winston Evans

2012 Harlan Dodson, III Nashville Bar Journal - September 2013

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Feature

It’s a Wild Wild World:

Securities Laws Get a 21st Century Makeover by:

The financial crisis that struck in 2008, and the Great Recession that followed created an economic and political environment that spurred congressional action that, on the one hand, attempted to impose new regulations to rein in certain opaque and largely unregulated areas of capital markets (Frank-Dodd), and, on the other, hand relax regulations to make it easier for smaller and emerging companies to access capital markets (the JOBS Act).

the greatest number of securities transactions each year and within that, principally the changes under the JOBS Act eliminating the prohibition on the general solicitation and general advertising in “private” offerings1 and establishing a framework for allowing un-accredited investors in large numbers to invest in privately offered securities through web-based crowdfunding platforms.

Layered around these “events” was the accelerating pace of technological innovation that has been changing everything from the way people and businesses communicate with each other to the way businesses start-up and operate. New industries that didn’t exist a decade ago are disrupting established industries and forcing these established industries to either adapt or become extinct. And just as in the time of Gutenberg Press, advances in the methods and speed with which people are able to communicate with each other today is changing the landscape, socially, politically and economically.

This article focuses mainly on the new rules and guidance related to early-stage private offerings, which, of course, with the elimination of the prohibition on general solicitation and general advertising for “private” offerings are really not so private anymore.

With the backdrop of a changing and disruptive economic environment, the financial crisis and Great Recession created the right set of circumstances for legislative and regulatory change for businesses and the capital markets. The word “crisis” in Chinese is the combination of two characters, 危 (wēi), meaning danger, and机 (jī), meaning opportunity, conveying the meaning that in a crisis you cannot continue the status quo; you must act and, in so doing, something will change. The choice is yours, however, to seize the opportunity to make change for the better.

We certainly have change upon us in the area of securities laws and regulations, but it is yet to be determined whether the changes will be for the better for issuers and/or investors, not to mention all the other players in U.S. capital markets. The various statutory and rule changes are too vast to cover in this article, so I will focus principally on the changes with respect to private offerings, which represent 6

Tracy Kane

Nashville Bar Journal - September 2013

I. JOBS Act Background The Jumpstart Our Business Startups (JOBS) Act, enacted in April 2012, was a bipartisan effort promoted by both Congress and the White House as a way for small and high-growth businesses to raise capital more efficiently and, as a consequence, create more jobs. The sentiment behind the Act was to reduce the regulatory burdens imposed by existing securities laws on relatively small companies so that they can raise capital less expensively and from more sources.

The key components of the JOBS Act are: (1) creation of a new category of company, “emerging growth companies” (EGCs) and providing them with certain accommodations in the initial public offering (IPO) process and subsequent reporting obligations (Title I); (2) relaxation of communication restrictions in private offerings (Title II); (3) creation of a new exemption allowing companies to utilize crowdfunding platforms to raise capital (Title III); (4) expanding the scope of

the exemptions from registration under Section 3(b) of the Securities Act (Title IV); and (5) raising the trigger for when a company becomes subject to registration and reporting requirements under Section 12(g) of the Exchange Act (Title V and VI).

Under the JOBS Act, the Commission was directed to adopt rules, on a rather aggressive timeline, implementing these various provisions. While none of the rulemaking timelines were met timely, the Commission has finally released several proposed rules and at least one final rule, along with issuing other relevant guidance within the last year.

II. Status of Commission Rulemaking A. General Solicitation and Advertising in private placements Section 201(a)(1) of the JOBS Act directs the Commission to remove the prohibition on general solicitation or general advertising for securities offerings relying on Rule 506 of Regulation D (i.e., offerings of an unlimited amount solely to accredited investors, or not more than 35 unaccredited investors), provided that sales are limited to accredited investors and an issuer takes reasonable steps to verify that all purchasers of the securities are accredited investors.2 The new rule, a new Rule 506(c) of Regulation D, released on July 10, 2013 and not effective until 60-days after release, permits issuers relying on Rule 506 to use general solicitation and advertising to offer their securities if the issuer takes “reasonable steps” to verify that the investors are accredited investors and that all purchasers are “accredited investors” or the issuer reasonably believes that the investors are accredited investors at the time of the sale of the securities. Under the final rule, the determination of the reasonableness of the steps taken to verify an accredited investor is an objective assessment by an issuer based on the facts and circumstances of

each purchaser, however, the final rule also provides a non-exclusive list of methods, essentially a safe harbor provision, issuers may use to satisfy the verification requirement. The methods include reviewing copies of any IRS form that reports the income of the purchaser and obtaining a written representation that the purchaser will likely continue to earn the necessary income in the current year and receiving a written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant that the issuer has taken reasonable steps to verify the purchaser’s accredited status.

For issuers wishing to use general solicitation and advertising to offer their securities, the issuer must file a Form D, the notice that issuers must file with the Commission when they sell securities under Regulation D, but the issuer will now check a new box that has been added to Form D for issuers claiming the new Rule 506 exemption permitting general solicitation and advertising.

Also under the final rule, securities sold pursuant to Rule 144A can be offered to persons other than QIBs (“Qualified Institutional Buyers”, which is defined

by Rule 144A(a)(1),3 including by means of general solicitation, provided that the securities are sold only to persons whom the seller and any person acting on behalf of the seller reasonably believe to be QIBs. At the time the Commission issued the new final rules implementing the new JOBS Act exemption, the Commission also proposed new amendments to current private offering rules, including changes to filing deadlines, disqualifying issuers who fail to file Form D, requiring issuers to provide additional information about the issuer and the offering, and disclosure requirements for written general solicitation materials among others. These proposals are subject to a 60-day public comment period, so stay tuned!

B. Crowdfunding The JOBS Act sought to introduce a way to harness the enthusiasm surrounding crowdfunding platforms, like kickstarter. com or IndiGoGo.com, which currently exist in the non-securities context. The goal was to allow private companies to get investment from “non-wealthy” individuals in a relatively low-risk manner.

Crowdfunding has its roots in sites like Kickstarter (www.kickstarter.com), a social networking site that helped artists, musicians, filmmakers and other creative people to finance their projects The original founders of these sites saw the power of social media to source the crowd, whether that be knowledge on Wikipedia or real-time information on Twitter, and developed a way for creative types to source the crowd for money to get their projects off the ground. These platforms allow numerous, small investors to donate to projects they find through the site. Before the JOBS Act, crowdfunding for business ventures was limited, as the sale of securities triggered prohibitively expensive registration requirements and operators of crowdfunding sites might have been subject to regulation as brokers. To avoid the characterization as sales of securities, companies like Kickstarter facilitate rewards or the pre-purchase of products in exchange for funding of projects.

The popularity of these sites has proliferated with the number of projects, increasing from 1,454 in 2009 to over 28,000 in 2012, although only about 44% of the projects launched in 2012 met or exceeded their funding goal (note that projects that receive pledges, but that do not meet the funding goal do not get funded and the pledges are never consummated).4 The average contribution to a project on Kickstarter.com, for example, is $25.5 These dollars, however, add up to significant capital flowing into creative endeavContinued on Page 14 

Nashville Bar Journal - September 2013

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Feature

Neither slavery nor involuntary servitude, except as a punishment for crime whereof the party shall have been duly convicted, shall exist within the United States, or any place subject to their jurisdiction.

U.S. Const., amend. XIII, § 1

Humans as Products:

Modern Day Slavery in Tennessee by:

Eleanor Wetzel

Tennessee on the Forefront Trafficking of humans is hardly a new issue yet a notable rise in titillating headlines about “sex slaves” and “child prostitution rings”1 have been appearing across all forms of media.2 Frequently, the reports address the issue with foreign intrigue or in tabloid fashion as demonstrated in the Amanda Berry kidnapping case with gratuitous references to the “house of horrors” and “sex slave dungeon.” This increased attention in recent years is due in part to the rising demand that drives the industry3, fueled by the ease of internet, as well as the rise in legislation across the U.S., enabling more effective investigations and prosecution for sex trafficking.4 Tennessee has led the states, both in researching and combating human trafficking. The Western District of Tennessee, for example, prosecutes the highest number of cases in the nation.

Nashville’s 2012 “Somali Outlaw Trial” is the largest trafficking case ever in the United States history. 5 And, within the next few months the Tennessee Bureau of Investigation (TBI) will be publishing its second study on child sex trafficking,6 which focuses on the 21 Tennessee counties that reported the highest numbers during its initial, groundbreaking 2011 study, conducted in collaboration with the Vanderbilt Center for Community Studies (VCCS).7 Human Trafficking in Tennessee: The 2011 Study Results Despite its name, trafficking does not require transportation; rather the term “trafficking” refers to commerce instead of actual movement.8 Human trafficking can take on many forms; often people are forced into labor but more often the media

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Nashville Bar Journal - September 2013

reports cases involving the sex trafficking of adults and minors. At the request of the Tennessee General Assembly, the Tennessee 2011 study focused on sex trafficking victims between the ages of 9-17 years old over a two-year period. 9 The first study of its kind, it caught the attention of the Department of Justice and even landed on desks at the White House. While many entities, including the United Nations and Department of Justice, publish statistics on human trafficking, those numbers are theoretical in light of the covert nature of the crime, having been extrapolated from smaller data pools.10 The 2011 Tennessee study is currently the largest study on human trafficking with quantitative results; consequently, to date, at least four other states are replicating this study.11 The results of this 2011 study are illuminating to say the least. For example, with all 95 of Tennessee’s counties responding: •

85% of Tennessee counties reported at least one case of human sex trafficking.12 Eight counties—Shelby, Madison, Lawrence, Davidson, Coffee, Franklin, Hamilton, and Knox— reported more than 100 cases over a 24-month period.13

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Frequency: of the 78 counties that reported existence of human sex trafficking over half (58%) responded the occurrence to be “happens sometimes” to “happens all the time”14

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Trafficking Children: approximately 3/4 of Tennessee counties (72%) reported at least one of case minor human sex trafficking. 15 Four counties—Shelby, Davidson, Coffee, and Knox—reported more than 100 cases over a 24-month period.16 Note: one “case may and often does include multiple persons.”17

To obtain this data, the study took a three prong approach by (1) surveying law enforcement and social service organizations in all of Tennessee’s 95 counties, (2) holding focus groups in East, West, and Middle Tennessee, and (3) conducting case studies with known victims, which were essential to “put a face” on the data, humanizing the victims of human sex trafficking.18 The initial theory was that counties reporting trafficking would correlate to the interstate system due to both Tennessee’s geographical position to Atlanta, a city well known for human trafficking19, and the large number of interstates that cross the state.20 While the interstates play a role, the initial theory was debunked. Some counties reporting the highest number of cases of minor sex trafficking are rural such as Coffee County, with its results being attributed to the fact there are four group homes in the area. Children in custody of the Department of Children Services (DCS) are particularly vulnerable to being lured into the sex trade; 71% of respondents reported that human sex trafficking recruitment occurred with the DCS population21 due to the fact that victims often turn into traffickers themselves. Lake County, TN also ranked high in reporting further indicating that human trafficking is not an urban problem as previously thought.22

“Human sex trafficking is neither an urban problem or a foreign national problem. It is an everywhere and anybody problem and the stakes are Tennessee’s kids.”

—Margie Quin, TBI Assistant Special Agent in Charge Within 48 hours of running away from home, 1 in 3 children are lured into prostitution.31 In Tennessee, approximately 1400 kids are at risk for commercial sexual exploitation (CSE) by virtue of being a runaway32 Average age of a sex trafficking victim: 13 years old. 33 Average life expectancy of a child who has been sexually exploited: 7 years.34 Tennessee is one of the top states in the nation for registered sex offenders. As of August 2013, TN has19,706 registrants, with 74% convicted of an offense with a minor.35 To learn more about human trafficking in Tennessee and what you can do, visit the End Slavery Tennessee website at http://www.endslaverytn.org Suspect human trafficking?

Call the TBI’s hotline at 1-855-55-TNHTH

Interestingly, several years ago the TBI conducted a gang study and the map showing counties where gang activity was reported23 almost mirrors the map where child sex trafficking has been reported. That is not to say the two activities are linked, but that human trafficking is just as pervasive, if not more so, in our State. The profit made by trafficking humans is higher than selling drugs or other criminal activity because humans can be reused and readily purchased.24 TBI Special Agent Margie Quin notes, “Arguably there are more counties in our State affected by human sex trafficking than gang activity. Societally, we certainly get ourselves whipped into a frenzy over gangs, and we should. Nobody is whipped into a frenzy over human sex trafficking and perhaps they should be.”

Continued on Page 17 

Nashville Bar Journal - September 2013

9

Retrospective

BACK IN THE DAYS by:

Ward DeWitt

To those of you who were young lawyers in the 1950s,’60s and early ’70s, memories of two former annual events will likely serve to warm your now-old hearts: the Nashville Bar summer picnic at Hobbs Farm and the Walker & Hooker Christmas Party. These affairs –unlikely ever to be replicated in their original form–were the highlights of bar social activity for many Nashville lawyers, myself included, during those relatively laid-back years.

As I recall, Weldon White, a well-known Nashville lawyer and later a Tennessee Supreme Court Judge, represented Hobbs Banana Company and the George Hobbs family of Nashville. Mr. Hobbs owned–and I believe members of his family still own–a beautiful farm where the bar held its annual summer picnic, thanks to the generosity and graciousness of Mr. Hobbs, who passed away several years ago.

A 15 minute drive down River Road from its intersection with Charlotte Pike in West Nashville will bring you to the farm, just inside Davidson County from its border with Cheatham. River Road is just what its name suggests: a road generally paralleling and following on its west side the peaceful Cumberland River as it gently flows northwesterly from Nashville to Ashland City and on far beyond. Another nearby landmark is Cumberland Heights, on your right just before you come to the Hobbs gate and their driveway, also on the right, leading back to the imposing home situated far back in a large field surrounded by a well-kept slatted board fence. To the rear of the house is another large field and then, on the bank of the river, is the beautiful spot where the picnic was held each summer for around 15 or 20 years. The river has a high, steep bank here, and the picnic area is situated at the top of the bank, directly across from the Cumberland’s large Gower Island. The spot is ideal: a large, level, grassy lawn interspersed with many fine shade trees. The area is lighted. Long picnic tables and benches were aligned overlooking the river, serving as ideal spots not only for enjoying the cuisine but also for blackjack and poker games.

Nearby were one or two tables for games of craps. Activities that would never be a part of a Bar picnic today.

Several things stand out in my mind about the picnics themselves. First, they were well-attended by members of the Nashville bar, which in the ’50s consisted of about 400 to 500 lawyers and judges–old and young. Some even came by boat from Commodore Marina on Overall Creek, upstream a few miles. Second, it was strictly a male affair. There were very few women at the bar in those days (by my count, there are only eleven depicted in the 1973 NBA composite photo for that year, and less in the two prior photos). Further, given the ground-breaking nature of their status as lawyers and obstacles most had to overcome, a woman lawyer’s attendance at a “good ole boys” function would have done little to further their career. Third, though not complimentary as it is today, it was cheap to attend—an admission fee of maybe $2 or $3, which included beer, food, and entertainment (such as it was).The routine went something like this: we would drive out from town about four or five o’clock, be met at the gate by Constable John Fox who was paid $10 or so to collect tickets and see that no unauthorized persons crashed the party, dive into the beer (no martinis, highballs, or such), get going on the card and dice games, crank up the conversation, and, assuming no entertainment, sit down to good, standard-model picnic fare: BBQ, cold cuts, cheese, potato salad, green salad, cornbread, and pecan or chess pie for dessert, washed down with a little more beer or perhaps a coke.

On one occasion the picnic committee underestimated the amount of beer (kegs) that which would be consumed, leading to some uncomplimentary comments.

Continued on Page 18 

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Nashville Bar Journal - September 2013

Nashville Bar Journal - September 2013

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DOES YOUR CELL PHONE NEED A BOOST?

As is obvious from our previous articles, we love our cell phones.

But, at times, it is a love-hate relationship. We really hate our phones when the cell phone signal is poor and we either drop calls or the call “breaks up.” Poor reception is especially frustrating at home, and it makes us want to switch back to the old copperwired landlines. But, being the hi-tech guys we are, we have resisted that temptation. Instead, we used the poor signal quality of our cell phone reception at home as an excuse to buy additional electronic equipment.

We have discovered that there are several devices that can be used to provide a high quality cell phone signal at home. There are two basic types of signal amplifiers. One type you can buy from your mobile phone provider. It only amplifies the signal for that provider’s cell phones, and you can limit the phones whose signal will be enhanced. The second type acts as a “mini cell phone tower” and amplifies the signal for all cell phones, regardless of the carrier.

1.

Devices Provided by Your Cell Phone Carrier.

All of the major cell phone carriers provide devices that are called “3G Microcells,” “Wireless Network Extenders,” etc. These devices really do not capture the cell phone signal at your house and amplify them. Instead, you connect these devices to a broadband Internet service. Yes, to use these devices you will need a highspeed Internet service. You connect them directly to your broadband router. The device then connects to the carrier’s wireless network through the Internet and provides a strong cell phone signal.

That signal will basically cover your entire house, unless you live in a megamansion or unless you have a lot of plaster or brick walls.

The set-up is fairly simple, but requires some patience. After you have plugged in your microcell device to your router and plugged it into a power outlet, you have to wait until the device obtains a GPS signal. (I have no idea why it needs a GPS signal other than for purposes of 911 calls.) The device will not work until it acquires a GPS signal. In some instances, you may have to move the device closer to a window, or some devices have an antenna that 12

Nashville Bar Journal - September 2013

you can connect to the device to find a GPS signal. After the device receives its GPS signal, you really don’t have to worry about the GPS issue anymore, unless you decide to move the device. In addition, for these devices, you can restrict the usage of the enhanced signal to designated users by accessing a set-up page with your carrier on the Internet.

While you are in your house, you will notice that you have connected to the device either by a notation on your cell phone screen or by a small beep when you dial a number.

As long as you are in the house, you will be on the booster.

When you leave the house, the device will automatically switch to regular cell phone service. You will stay on regular cell phone service until you end that call, even if you reenter the house. We have found that these devices work quite well and, at least right now, the “best” device appears to be the AT&T 3G Microcell, but obviously it only works on AT&T wireless phones.

2.

Cell Phone Signal Boosters.

The second type of device is a true cell phone signal booster.

The manufacturer that provides the best devices in the industry is Wilson Electronics. These devices work differently.

They actually receive a carrier’s cell phone signal and amplify it. In addition, most of these devices will amplify signals from virtually every cell phone carrier. The amplification is not restricted to a particular carrier, and the amplification cannot be restricted to a specific set of users.

These devices work amazingly well. However, there are some drawbacks. First, the setup is much more difficult. For the best performance, you really need to mount an outside antenna on the roof of your house. Most of these antennas are omni-directional, but it does help if you can “fiddle” with aiming the antenna to get the best possible reception.

You then have to run a coaxial cable from the antenna to the Continued on Page 19 

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. Members will be listed monthly in the Nashville Bar Journal and will appear in our annual directory.

Contact Vicki Shoulders at 615-242-9272 or vicki.shoulders@nashvillebar.org if you have any questions. Thank you for supporting your local bar association!

Waller Lansden Dortch & Davis, LLP (160) Bradley Arant Boult Cummings LLP (95) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (80) Stites & Harbison, PLLC (46) Butler, Snow, O'Mara, Stevens & Cannada, PLLC (45) Adams and Reese LLP (33) Harwell Howard Hyne Gabbert & Manner, P.C. (32) Bone McAllester Norton PLLC (32) Lewis, King, Krieg & Waldrop , P.C. (30) Sherrard & Roe, PLC (30) Neal & Harwell, PLC (30) Dickinson Wright PLLC (28) Gullett, Sanford, Robinson & Martin, PLLC (27) Frost Brown Todd LLC (23) Ortale, Kelley, Herbert & Crawford (20) Riley Warnock & Jacobson, PLC (18) Leitner, Williams, Dooley & Napolitan, PLLC (18) Waddey & Patterson, P.C. (17) Cornelius & Collins, LLP (16) Burr & Forman LLP (15) Walker, Tipps & Malone, PLC (15) Ogletree, Deakins, Nash, Smoak & Stewart, P.C. (14) Brewer, Krause, Brooks, Chastain and Burrow, PLLC (15) Tune, Entrekin & White, P.C. (14) Smith Cashion & Orr, PLC (13) Branstetter, Stranch & Jennings, PLLC (13) Watkins & McNeilly, PLLC (11) Parker, Lawrence, Cantrell & Smith (11) Hughes & Coleman (11) Spicer Rudstrom, PLLC (10) White & Reasor, PLC (9) Morgan & Akins, PLLC (9) Hall, Booth, Smith, P.C. (9) Dollar General Corporation (10) Dodson Parker Behm & Capparella, P.C. (9) Schulman, LeRoy & Bennett, P.C. (9) Levine, Orr & Geracioti, PLLC (8) Jones Hawkins & Farmer, PLC (8) Littler Mendelson, P.C. (7) Lassiter, Tidwell & Davis, PLLC (7) Howard Mobley Hayes & Gontarek, PLLC (7) Evans, Jones & Reynolds, P.C. (7) Buffaloe & Associates, PLC (7) Barrett Johnston, LLC (6) Taylor, Pigue, Marchetti & Blair PLLC (6) Nelson Mullins Riley & Scarborough (6) Leader, Bulso & Nolan, PLC (6) Keller, Turner, Ruth, Andrews, Ghanem & Heller, PLLC (6) Holton Blackstone & Mayberry, P.C. (6) Hollins, Raybin & Weissman, P.C. (6) Garfinkle, McLemore & Young, PLLC (5)

American General Life Insurance Company (6) Vanderbilt University Law School (5) Trauger & Tuke (5) Rocky McElhaney Law Firm, PC (5) Prochaska Thompson Quinn & Ferraro, P.C. (5) Loeb & Loeb, LLP (5) Kinnard, Clayton & Beveridge (5) Haynes, Freeman & Bracey, PLC (5) Farris Bobango, PLC (5) Direct General Corporation (5) Chaffin & Burnsed, PLLC (5) Thrailkill, Harris, Wood & Boswell, PLC (4) Tennessee Justice Center (4) Shackelford, Zumwalt & Hayes, LLP (4) Rutherford & DeMarco (4) Rogers, Kamm & Shea (4) Papa & Roberts, PLLC (4) Mudter & Patterson (4) MTR Family Law, PLLC (4) Lieff, Cabraser, Heimann & Bernstein (4) Law Offices of John Day, P.C. (4) Law Office of Julie Bhattacharya Peak (4) Hale & Hale, PLC (4) Dobbins, Venick, Kuhn & Byassee, PLLC (4) Cheatham, Palermo & Garrett (4) Weatherly, McNally & Dixon, PLC (3) Video Gaming Technologies, Inc. (3) The Jones Law Group, PLLC (3) Southland Title & Escrow Co., Inc. (3) Smythe & Huff (3) Puryear Law Group (3) Norris & Norris, PLC (3) Nashville Electric Service (3) McKenzie Laird, PLLC (3) McKenzie Jackson, PLC (3) McCarter & Beauchamp, PLLC (3) May & Ryan, PLC (3) Marlowe Law Offices, PLLC (3) Luna Law Group, PLLC (3) Larry R. Williams, PLLC (3) Hix & Gray, PLC (3) Hall & Sitler (3) Grissim & Hodges (3) Glasgow & Veazey (3) Ernst & Young, LLP (4) Cheadle Law (3) Cameron Worley, P.C. (3) Barry Gammons, Attorney at Law (4) Baker, Campbell & Parsons (3) Affinion Benefits Group, LLC (3) Nashville Bar Journal - September 2013

13

It’s a Wild Wild World: Securities Laws Get a 21st Century Makeover Continued from page 7

ors. In 2012 alone, over $200 million was pledged to crowdfunded projects.6 Today, there are crowdfunding sites for just about anything and everything, from music and film/video projects, manufacturing projects, pet/animal initiatives, artisan craft projects, cheese-making, art projects, and tech start-ups among others.

The JOBS Act officially amended Section 4 of the Securities Act by adding a new Section 4(6) and created a new Section 4A to the Securities Act. The new Section 4(6) will allow most7 private companies in the U.S. to raise up to $1 million over a 12-month period in small amounts to a large number of investors that are not accredited8 through crowdfunding platforms, referred to as “funding portals,” 9 that are exempt from broker-dealer registration, but subject to the authority of the Commission and the funding portal must be a member of a national securities association.10 The $1 million limitation applies to the aggregate amount of all securities sold by the issuer, whether of the same class or a different class (and possibly any restricted stock sold to employees), over the preceding 12 months.

The amount sold to an individual investor is limited based on the investor’s annual income and net worth. For an investor with an annual income or net worth of less than $100,000, the investor’s maximum aggregate annual investment in securities issued under the crowdfunding exemption of the JOBS Act over a 12-month period is capped at the greater of $2,000 or 5% of such investor’s annual income or net worth. For investors with an annual income or net worth of greater than $100,000, such investments are capped at the lesser of $100,000 or 10% of such investors’ annual income or net worth.11 Securities sold under this crowdfunding exemption will be subject to a one-year transfer restriction, except in limited circumstances such as transferring the securities back to the issuer or to an accredited investor.

14

Nashville Bar Journal - September 2013

Securities acquired pursuant to the crowdfunding provisions will also be exempt from qualification under state blue sky laws. However, the provisions preserve state enforcement authority over unlawful conduct by issuers and intermediaries (funding portals) and with respect to fraud or deceit. Despite this, the North American Securities Administrators Association and its member states continue to be concerned about investor protection under the JOBS Act and the new rulemaking taking place to implement the Act. Other limitations on the use of crowdfunding will apply, as to be determined by the Commission. The Commission has not yet issued proposed rules and has reminded issuers in a Notice that the JOBS Act requires the Commission to adopt rules to implement the new crowdfunding exemption and until then, any offers or sales of securities purporting to rely on the crowdfunding exemption would be unlawful under the federal securities laws.

The Commission has been meeting with industry groups, like CFIRA (Crowdfund Intermediary Regulatory Association),12 and other interested parties as part of its information gathering process in preparation for issuing proposed, and ultimately, final rules. Until the Commission issues final rules, however, issuers may not rely on this new exemption.

Depending on the platform(s) utilized, the crowdfunding provisions of the JOBS Act may or may not be helpful to start-up entrepreneurs. For companies looking to raise less than $500,000, crowdfunding will likely be a useful option. However, a company saddled with a plethora of small, inexperienced investors may find it difficult to attract the next round of investors later.

III. A Few Other Developments …

Commission Guidance Related to New Industry Practices With the current unavailability of the new crowdfunding exemption, many issuers

have started to rely on another provision of the JOBS Act that previously received little attention — Title II (Section 4(b)) of the JOBS Act, which created a new exemption for broker-dealers operating on web-based platforms that provide certain services in the context of Rule 506 Reg D offerings These new platforms are essentially online matchmakers connecting issuers of offerings pursuant to Rule 506 to accredited investors. These sites got a boost and regulatory legitimacy in March of this year when the Commission released two No Action letters confirming that a company registered as an investment advisor operating an internet-based platform exclusively available to accredited investors may offer and sell securities sold in compliance with Rule 506 without registering as a brokerdealer so long as the company does not receive transaction-based compensation, e.g., 5% of total value of securities sold, instead the company would receive compensation equal to a portion of the increase in value of the investment calculated at the termination of the investment, also known as “carried interest.”13  Tracy Kane is an attorney with Dodson, Parker, Behm & Capparella, PC, specializing in estate planning and business law. She is a graduate of Vanderbilt University Law School and former law clerk to the Honorable Richard Dinkins on the Tennessee Court of Appeals.

(Endnotes) For a more in depth discussion of the history and background of private offerings and the policy impact of the elimination of the prohibition on general solicitation and general advertising, I might be so bold as to recommend reading my previous article “Securities for Sale! Read All About it! The Private World of Private Offerings May Not Be So Private” that was published in the November issue of the Nashville Bar Journal.

1

17 CFR Parts 230, 239 & 242, Commission Release No. 33-9415 and No. 34-69959, No. IA-3624, July 10, 2013.

2

3

17 CFR 230.144(a)(1).

See Kickstarter.com, Kickstarter Stats (Aug. 2013), http://www.kickstarter.com/help/stats?ref=footer.

4

http://www.kickstarter.com/blog/trends-in-pricingand-duration (last updated Aug. 23, 2013).

5

6 Henry McCracken, The Kickstarter Economy, Time (Oct. 1, 2012).

Use of the Section 4(6) exemption is not available to investment companies, foreign companies, issuers already reporting pursuant to Section 13 or Section 15(d) of the Securities Act, and other companies that the Commission determines appropriate are ineligible to use this exemption.

7

Rule 501 of Regulation D defines an “accredited investor” as, among other things, a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or a business in which all the equity owners are accredited investors.

8

“Funding Portal” is a newly defined entity that, among other things, does not “solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal” or “offer investment advice or recommendations.”

9

10 Title III of the JOBS Act adds a new Section 3(h) to the Exchange Act, which requires the Commission to exempt, conditionally or unconditionally, an intermediary operating a funding portal from the requirement to register with the SEC as a broker; provided that the intermediary register with the Commission as a funding portal and be subject to the Commission’s examination, enforcement, and rulemaking authority.

The funding portal also must become a member of a national securities association that is registered under Section 15A of the Exchange Act.

12 CFIRA’s stated goal is to agree upon a standard set of principles as well as explore the development of a robust industry regulator. The group plans to create principles to establish an Investor’s Bill of Rights, ensure confidentiality of investors’ personal financial information, implement standardized reporting and communication among platforms, develop a code of conduct for crowdfunding platforms and create a recognizable brand common to trustworthy intermediaries similar to VeriSign or BBB, among others.

See No Action Letter Re: AngelList, LLC and AngelList Advisors, LLC, Mar. 28, 2013; see also No Action Letter Re: FundersClub, Inc. and FundersClub Management, LLC, Mar. 26, 2013.

13

11 The income and net worth of an investor are to be calculated the same way income and net worth are calculated under Rule 501 of Regulation D for “accredited investors.”

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Nashville Bar Journal - September 2013

15

16

Nashville Bar Journal - September 2013

Humans as Products: Modern Day Slavery in Tennessee Continued from page 9

Perhaps even more alarming, 79% of Tennessee law enforcement and social service agencies reported they were not adequately trained to respond to human trafficking cases.25 This issue, however, is actively being addressed by the TBI; since the publication of the report, grants have been sought that have enabled the TBI to train more than 6400 first responders in Tennessee as well as more than 500 Tennesseans through an online course in partnership with Vanderbilt University.26 The goal is to obtain sufficient funding to train all officers in Tennessee to confidently respond to the problem.27 While there is still more to be done, Tennessee has moved from being one of states on the lower level ranked tiers28 to being recognized as a Top 1 tier state, meaning it is one of the states actively combating human trafficking through legislation.29 Tennessee’s statistics are still high, but as TBI Director Mark Gwyn notes that they are “not an indictment on the State [as] every state has this problem. Some choose to deal with it and some choose to not.”30 n Eleanor Wetzel is licensed to practice law in Indiana and Tennessee. She is currently employed as a judicial clerk for Division III of the Criminal Court and is an alumna of the Tennessee Bureau of Investigation Citizens’ Academy.

(Endnotes) 1 As TBI Special Agent Margie Quin notes in her trainings, there is no such thing as “child prostitution”, primarily because no child is able to give consent for sex. The proper terminology for a child subjected the commercial sex act industry is “human trafficking victim.” Further, smuggling is not the same as trafficking as smuggling is a crime against U.S. borders whereas trafficking is a crime against a person. (TBI Special Agent Margie Quin, Citizens’ Academy Alumni Ass’n First Quarterly Meeting Presentation (Aug. 20, 2013) [hereinafter “TBI CA Alumni Meeting”]).

For example, see last month’s TIME magazine article, Ioan Grillo, Mexican Drug Cartels’ Other Business: Sex Trafficking, TIME (July 31, 2013), available at http:// world.time.com/2013/07/31/the-mexican-drug-cartelsother-business-sex-trafficking/, or the plethora of articles published by the New York Times that are archived at New York Times, Times Topics: Human Trafficking, http://topics.nytimes.com/top/reference/timestopics/ subjects/h/human_trafficking/index.html (updated Aug. 23, 2013).

2

[hereinafter “Tennessee 2011 Study”], at 6, available at http://www.tbi.state.tn.us/documents/finaltnhumansextraffickingstudycolorrev2.pdf. This report is also available through a links on the Polaris Project website and End Slavery Tennessee website, http:// www.endslaverytn.org/get-involved/learn/research/.

21

Id. at 24

In light of the fact that human trafficking is difficult to prosecute since pimps often hold victims in one spot for only 3-4 days before moving to another city, the predominant theory in the 2000s was that human trafficking reports would occur in cities along the interstate highway system.

22

4 The U.S. Congress passed its primary human trafficking legislation in 2004. Tennessee followed shortly 23 thereafter with a statute passed in 2007, and within The maps showing Tennessee gang activity by the last two years, Tennessee has passed more than a county in 2008 and 2012 may be viewed at http:// dozen acts. TBI CA Alumni Meeting, supra note 1. www.tn.gov/governor/legislation/images/gang-activity. png.

5 TBI CA Alumni Meeting, supra note 1. The Somali 24 trial was a result of a multi-agency investigation in A Shared Hope International undercover investiNovember 2010, leading to a federal indictment gation demonstrated the ease with which one can of 29 individuals affiliated with Somali gangs in the purchase another human in the United States. An Middle District of Tennessee who had trafficked girls excerpt from an investigation in Atlanta may be as young as 12 years of age. (Tennessee 2011 Study, viewed at http://www.youtube.com/watch?v=IPjat 6).

BXyE-tg&feature=player_embedded.

At press time, the 2013 report was in its final stages and will be released on the TBI website, www.tbi.gov once published.

6

25

Tennessee 2011 study, supra note 5, at 23.

26

TBI CA Alumni Meeting, supra note 1.

Id.

7

Tennessee 2011 study, supra note 5.

27

8

TBI CA Alumni Meeting, supra note 1

Tennessee 2011 study, supra note 5, at 49 (chart from Polaris Project 2010).

9

Tenn. Pub. Ch. No. 1023 (2010).

10

TBI CA Alumni Meeting, supra note 1.

Prior to the Tennessee study, there was no state— or even national—quantitative study. Some cities and counties, however, had engaged in their own anecdotal studies with one of the most well known being the “Atlanta Girls study.” TBI CA Alumni Meeting, supra note 1.

11

28

29 Polaris Project, State Map (2013), http://www.polarisproject.org/state-map. Share Hope International also provides state-by-state data on its website, http:// sharedhope.org.

TBI CA Alumni Meeting, supra note 1 (closing remarks by Director Mark Gwyn).

30

12

Tennessee 2011 study, supra note 5, at 16.

13

Id.

14

Id.

15

Id. at 17.

Id.; see also Tennessee 2011 study, supra note 5, at 3 (citing the National Incidence Studies of Missing, Abducted, Runaway and Throwaway Children (NISMART)). The Tennessee 2011 study reported one in four children but since its publication the statistic has been revised to one in three children in light of the second NISMART study (NISMART-2). See Office of Juvenile Justice and Delinquency Prevention (OJJDP), http://www.ojjdp.gov/ (click “Publications”).

16

Id.

32

31

TBI CA Alumni Meeting, supra note 1 (citing statistics Tennessee’s reported runaway’s through Tennessee 2011 study, supra note 5, at 17, 19.

NCIC (National Crime Information Center) and the 18 The case studies profiled in the report happened 30 ‘NISMART 2’ statistic of 1-3 children are lured into years apart but are remarkably similar in nature. (TBI CSE within 48 hours of running).

CA Alumni Meeting, supra note 1).

17

http://www.innocenceatlanta.org/about/statistics/; see also Maynard Eaton, Atlanta is No. 1 Hub for Human Trafficking, Atlanta Daily World, Nov. 14, 2012, available at http://www.atlantadailyworld.com/ADWNews/atlanta-is-no-1-hub-for-human-traffickingbuckhead-cascade-links-launch-campaign-to-fight-it. html.

19

20

Tennessee 2011 study, supra note 5, at 13 (chart).

33

Tennessee 2011 study, supra note 5, at 3.

34

TBI CA Alumni Meeting, supra note 1.

35 This number does not include registrants convicted of statutory rape. Nationwide there are approximately 636,910 registered sexual offenders. (TBI CA Alumni Meeting, supra note 1).

3 Polaris Project, Why Trafficking Exists, http://www. polarisproject.org/human-trafficking/overview/why-trafficking-exists. The Polaris Project is a global organization working to eradicate human trafficking and modern day slavery. See also TBI & VCCS, Tennessee Human Sex Trafficking and Its Impact on Children and Youth 2011

Nashville Bar Journal - September 2013

17

Back in the Days Continued from page 10

I can remember that on at least two of these delightful occasions we did have entertainment. At one event, the entertainment was totally inappropriate. Someone arranged to bring out from town three or four “dancing girls” from Nashville’s hot spot, Printers Alley, and right there, on a long flatbed trailer and backed by a paint-on-canvas scene of surf and palm trees, and all right there on the banks of the placid Cumberland River, these ladies performed a hula routine in grass skirts and little else. Lawyers and judges sat on the greensward and watched as the girls bumped and ground and sweated away in 95 degree heat to the tune of appropriate music spinning on the record player.

Maybe some of you now-old lawyers haven’t told your wives or girlfriends about all this, but that’s the way it was in about 1958 or ’59 or ’60 or early ’70s. It was what it was.

The other bit of entertainment I remember at these picnics wasn’t planned at all. It was a good, old fashioned but spur-ofthe-moment fist fight between two of the participants in a crap game. One was a deputy clerk and the other a lawyer noted for his high school athleticism. I don’t know what caused the ruckus but it went on quite energetically for a number of minutes, with no real winner. The judges present recused themselves from making a decision, and probably from any resulting assault charges or request for an Order of Protection (if such even existed back then).

On another occasion, General Sessions Judge Sam Galloway brought a small cannon to the picnic. Placing it on the riverbank, business end pointed toward Gower Island (through which the DavidsonCheatham county line runs), he fired off a few rounds of blanks, with loud booms echoing through the surrounding hills. It was a sporting event.

Summing up, these picnics at Hobbs Farm were grand occasions, now obviously outdated, but still good times with 18

Nashville Bar Journal - September 2013

plenty of camaraderie, food and drink, and questionable entertainment. The last one held there was, I believe, in 1973, after Mr. Hobbs’ death but with Mrs. Hobbs’ permission, of course. After that year the affair moved around to various exotic venues such as Frontier Town in Madison, Crockett Springs and Woodmont Country Clubs, Riverfront Park, and other upscale places, but the beer tasted better at Hobbs Farm.

The other annual event to which we all looked forward during those years was the great party thrown for all members of the bar by the venerable firm of Walker & Hooker, later to become Hooker, Keeble, Dodson and Harris. About a week or so before Christmas that firm, in their offices in the old-even-then Nashville Trust Building, would open its doors to what in effect was a Jack Daniel party made perhaps a little more refined by tenderloin sandwiches, shrimp, cookies and cake. But don’t believe we young lawyers, or old ones for that matter, were going there for the cookies and cake; it was the lure of fellowship, made friendlier by Mr. John Hooker and his firm’s generous offerings of their client’s Lynchburg product, that drew us in (and then some almost out) to an early evening gathering that often lasted well into the night. Mr. Hooker, always the perfect host and friend to all, young and old, along with his partners David Keeble, Harlan Dodson, Jr., and Tyree Harris, III, and ably assisted by his general factotum in a white jacket, made our day one we all

reveled in and looked forward to for the next year. Many lawsuits were settled right there in these unpretentious offices in an unpretentious old Nashville building, a far cry from the handsome and expensive lawyers’ digs now found almost routinely in Nashville’s shiny skyscrapers.

Before tripping over my own nostalgia, I’ll close by saying fond farewell to what now to me seem like great lawyering days of the ’50s and ’60s and early ’70s, free from the worry and hassle of discovery depositions, interrogatories, rules of procedure, status conferences, time sheets, cell phones, and computers. A trial lawyer just went over to the courthouse carrying a thin file and tried his case, and came back to his office either with his shield or on it. The picnics and office parties were indeed high points in my early years at the bar. (Sometimes my youthful alter-ego wonders what those Printers Alley ladies are doing now.)

Don’t get me wrong however, I still look forward to the annual member picnic and winter banquet. And, now the picnic is free for members and open to their families, a far cry from our revelries long ago at a Cumberland River farm. 

Ward DeWitt, a graduate of Vanderbilt School Law, practiced in Nashville for 48 years before re-

tiring in 1998. He is a former 1st Vice-president of the Nashville Bar Association and a Fellow in the American College of Trial Lwyers. He served in the United States Navy during World War II and was a Representative from Davidson County to the Tennessee General Assembly in 1955-1957.

Bill & Phil's Gadget of the Month Continued from page 12

inside of your house. You then connect it to the broadcast device that will send the signal within your home. (These devices are also available to amplify signals outside a building or home. There are also devices that are designed to cover entire office buildings to improve cell phone performance.) In addition, these devices cost a bit more than the carrier-specific devices that use the Internet. These devices cost about $300 and up a piece. The carriers’ devices usually cost about $200.

Having said that, these devices work great!

They do a great job of amplifying the cell phone signal inside your home and even amplify pretty well in areas outside your home. The signal is amplified both for signals coming to your phone and signals emitting from your phone to the cell carrier. The better quality (and more expensive) cell phone boosters allow you to adjust the amount of amplification provided, and they also have built-in limiters so you cannot boost the signal so high that it harms your cell phone.

Nashville Bar Foundation to Release GavelNotes App The Nashville Bar Foundation (NBF) has developed an app called GavelNotes for the iPad and iPhone. An Android version is expected to be released this Fall. Using the app, you can access the Federal Rules of Civil Procedure, Criminal Procedure, and Evidence, as well as the state rules for Tennessee, Illinois and Kentucky.

The text of all rules is fully searchable. You can tag favorites and bookmarks, and create your own personal annotations or “notes” for any rule. In addition, the app allows you to conduct your own legal document search using Google Scholar, and save the results of your search, all within the app itself.

The app's introductory price is a bargain at $14.95 for unlimited access to all materials. After the introductory period, GavelNotes will be $14.95 for access to the federal materials and the rules from any one State; or $19.95 for unlimited access. The NBF anticipates that the app will eventually contain the rules from all 50 states. Sign up now at the Apple App Store. You will get a great app, and, at the same time, you will support the charitable causes of the Bar Foundation.

It is a “no-brainer.”

By the way, these cell phone boosters are also available for vehicles and individual use. If you are in a car, you have to mount an outside antenna on the car. For individual use, these boosters mount on your cell phone and amplify the signal one device at a time.

So, there you go. We hope we have provided you some relief from those dreaded words, “Can you hear me now?” See you next month, —Bill & Phil

Nashville Bar Journal - September 2013

19

The 16th Annual Nashville Bar Association Member Picnic will be held on September 19, 2013!

This event is FREE for all NBA Members

y BBQ y Open Bars y Music y Socializing

Nashville Bar Association

16th Annual FREE Member Picnic Event

September 19, 2013

y

5:30-8:30PM

y Prize Giveaways (GiftCard to The Palm and Titans Tickets.)

This year's picnic will have a fun Sports/Tailgating Theme! Including trivia and fun activities provided by the event sponsors. Prize Giveaways include a Gift Card to The Palm and Titans Tickets! Please feel free to show support of your favorite sports team by wearing a jersey and/or team hat. Southern dinner of BBQ Beef Brisket and Blackened Chicken (provided by Copper Kettle) and Open Bars will be also be provided. The event begins at 5:30 pm with dinner served at 7 pm.

The event begins at 5:30 pm with dinner served at 7:00 pm.

The Hall of Fame Park is located centrally downtown between the Country Music Hall of Fame, Downtown Hilton Hotel and the Schermerhorn Symphony Center.

Let us know that you are coming: RSVP online at: www.nashvillebar.org or fill out registration below:

SPONSORS:

Picnic Co-Sponsored By: Metro Law Department Event Sponsors: ABA Retirement Funds Program Document Solutions Grumpy’s Bail Bonds IPSCO LogicForce Professional Design & Printing SunTrust Thomson Reuters Vocational Economics

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Nashville Bar Journal - September 2013

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Dinner Sponsored By: Copper Kettle

NBA Member?

 Yes! (Free)

 No ($20)

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Name:

Name: _______________________________________________ BPR#

Phone:

Email:_______________________________ BPR#:

Bring Friends! (Just Remember to include $20 for each non-NBA Member) Phone:________________________________ Member?  Yes!  No ($20) Guest 1: Member?

Guest 2:

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Guest 3:

Member?  Yes!  No ($20) Member?

Fax:__________________________________

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Fax form to: 615-255-3026 or send with payment to: Nashville Bar Association Or RSVP online at: www.nashvillebar.org 150 4th Ave., N., Suite 1050 Nashville, TN 37219 Guest 4:

Nashville Bar Journal - September 2013

21

Disclosure William L. Penny is the new chairman of the American Bar Association’s Section of Environment, Energy and Resources (SEER). He is the first Tennessean to lead this prestigious legal professional membership group. A longtime Nashville, Tenn. resident and native Tennessean, Penny has practiced environmental law and litigation for more than 30 years and is a member of Stites & Harbison’s Environmental, Natural Resources and Energy Services Group. Active in all levels of bar associations, Penny served as the first chair for the Tennessee Bar Association’s Environmental Law Section, and the first chair for the Nashville Bar Association’s Environmental Law Committee. Penny also served as general counsel for the Tennessee Department of Environment & Conservation. He teaches Environmental Law and Administrative Law at The Nashville School of Law. Kathleen Pohlid has joined Gullett Sanford Robinson & Martin PLLC. She will practice with the firm’s labor and employment group and will advise business clients in matters including employment, occupational safety and health, Americans with Disabilities Act (accommodation and discrimination) and regulatory compliance. Pohild has more than 20 years of experience as an employment law attorney in both the federal government and the private sector. In 2010, Kathy retired from the U.S. Marine Corps as a Colonel, having served two combat deployments. She has a B.S. degree from the U.S. Naval Academy and a J.D. from Samford University.

Nashville Bar Association members may send Disclosure announcements via email to nikki.gray@nashvillebar.org Submissions are subject to editing.

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Nashville Bar Journal - September 2013

\Dis*clo”sure\ (n) The act of revealing, releasing or bringing to light relevant information concerning NBA Members & Staff. n Announcements n Kudos n People on the Move n Firm News

Brian S. Masterson has joined Butler, Snow, O’Mara, Stevens & Cannada, PLLC. He received his Juris Doctorate from the University of North Carolina School of Law and bachelor’s degree in accounting from Lipscomb University. He also received an LL.M., taxation, from the Georgetown University Law Center and is a certified public accountant. Prior to joining Butler Snow, Masterson was a director in KPMG’s Washington National Tax practice and a partner in the Washington office of Venable LLP. In addition to his legal practice, he services on the adjunct faculty at Lipscomb University and the Georgetown University Law Center.

Brad Lampley has been appointed to the University of Tennessee Board of Trustees, the governing body of the University of Tennessee, overseeing the educational and operational activities of the statewide University system. Lampley, who serves as the Nashville office Partner in Charge at Adams and Reese, is an alumnus of the University of Tennessee (B.A., 1996) and also University of Tennessee College of Law (J.D., 2000). Lampley will serve the Board appointment through May 2018.

David Sawrie has joined Baker Donelson's Intellectual Property Group as an associate in the Firm's Nashville office. Sawrie focuses his practice in patent law, where he counsels emerging growth technology companies in patent prosecution matters and IP protection strategies. He also provides support for IP litigation matters. A 1999 graduate of the Vanderbilt Law School, Dr. Sawrie received his Ph.D. in biostatistics and B.S. in electrical engineering at the University of Alabama at Birmingham. During his doctoral training, Sawrie worked as a scientist in the arena of health care outcomes

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research where he conducted statistical analyses and provided data management support in clinical trials ranging from small sample studies to a large multicenter phase III clinical trial. His background in the electronic arts includes interests in digital signal processing and database-backed web-application programming environments. He also has a Master's Degree in German Studies from Stanford University and studied abroad at the Albert-LudwigsUniversität in Freiburg in the Southern Black Forest.

Klint Alexander has joined Baker Donelson as of counsel and a member of the firm’s Global Business Team. He concentrates his practice in the areas of global trade and commercial transactions, dispute resolution and general business law. For more than 10 years, he has represented and counseled businesses in the United States, the United Kingdom and other countries on global and domestic law matters. Dr. Alexander served as a trade negotiator in the Clinton administration during the 1990s, where he led the U.S. negotiating team to the World Trade Organization for trade policy reviews and represented the U.S. in negotiations before the World Customs Organization in Brussels. He also served as a speechwriter and research assistant to former Secretary of Defense Harold Brown at the Center for Strategic and International Studies (CSIS) in Washington, D.C. A 1999 graduate of the University of Virginia School of Law, Dr. Alexander holds his Bachelor's degree in History from Yale University, and received his Masters and his Ph.D. from the University of Cambridge in England.

Welcome New NBA Members!

Charles H. Beaty Charles Hill Beaty Attorney at Law Emma C. Bellamy

Partick J. Bradley Metropolitan Department of Law Audrey Marie Dorrough-Seamon Legal Aid Society of Middle Tennessee and the Cumberlands* Seth A. Fox Houston W. Howell John T. Cook, P.C. Bradley G. Kirk Bradley G. Kirk, Esq. Christina L. Lael Christina Lael, Attorney at Law Teresa M. Morgan

Alex J. Porter

* Belongs to a 100% Club firm

Waller announced that Maria Alejandra (Alé) Dalton is the third recipient of its Diversity Endowed Scholarship at the University of Tennessee (UT), Knoxville College of Law. The cornerstone of Waller’s effort to support the law school’s diversity recruiting program, the scholarship is drawn from a $100,000 endowment fund established in 2011 to honor students whose lives have been guided by the examples of Dr. Martin Luther King, Jr.

Originally from Colombia, Dalton and her family immigrated to the United States when she was in elementary school. She attended Lipscomb University, graduating magna cum laude in 2012, with a major in Philosophy and a minor in Political Science. At Lipscomb, she was awarded the Angie Greene Scholarship, a full tuition scholarship awarded to the most outstanding student in the History, Politics and Philosophy Department. She

2013 NBA Premier Members INCLUDE: Frank G. Abernathy Elizabeth A. Alexander Gail Vaughn Ashworth Kathryn E. Barnett Rachel L. Bell Barbara Bennett Michael Weimar Binkley Charles W. Bone Robert E. Boston Jay S. Bowen C. Dewey Branstetter Jr. Joe B. Brown Linda F. Burnsed Kenneth Sherman Byrd C. Mark Carver Kathryn Caudle Robert Garry Chaffin Mark P. Chalos William T. Cheek III John Ray Clemmons James Michael Clemons Dixie W. Cooper John A. Day Karl F. Dean David Clyde Downard John Franklin Floyd Samuel P. Funk Grant C. Glassford Charles K. Grant John J. Griffin Jr. William L. Harbison Trey Harwell G. Miller Hogan II Paul T. Housch Jennifer Hunter

Lynda F. Jones David Randall Kennedy John D. Kitch William C. Koch Jr. Thomas W. Lawless Richard Wesley Littlehale Randal S. Mashburn Rob McKinney John C. McLemore Robert J. Mendes Jeffrey Mobley Marlene Eskind Moses Patricia Head Moskal Michael I. Mossman Phillip L. North Stephen W. Pate Edgar M. Rothschild III Maria M. Salas Thomas J. Sherrard III Marietta M. Shipley Emily A. Shouse James Gerard Stranch IV Irwin Bruce Venick Howard H. Vogel Karl D. Warden James L. Weatherly Jr. Peter Weiss Francis M. Wentworth Jr. Thomas V. White Larry R. Williams Thomas A. Wiseman III Heather D. Wood Amanda Haynes Young Nicholas S. Zeppos

NBA Premier Membership is a special category that recognizes our members who desire to demonstrate the utmost in commitment and support to the NBA Programs & Services.

Contact Vicki Shoulders (615.242.9272, vicki.shoulders@nashvillebar.org) for details.

was the Student Government Academic Chair and served as a peer advisor in the Academic Advising Office. Dalton began classes at UT College of Law earlier this month. Waller will formally recognize her on January 16, 2014, at the firm’s annual celebration of Dr. King’s life.

The scholarship considers students' ethnic and cultural backgrounds, career goals, social and economic disadvantages, age, race and gender. Dalton will receive $5,000 for the Fall semester, a scholarship that is renewable each semester for the three years she attends UT College of Law. Previous scholarship recipients include Meesha Kaw in 2011 and Natalie Green in 2012.

Dial-A-Lawyer is held the first Tuesday of each month. The public is invited to call in with basic legal questions.

August Volunteers:

Helen Cornell Julie Cornell

Russell Cornell Gina Crawley Joe Rusnak

To volunteer your time, please contact Wendy Cozby, LRIS Coordinator at wendy.cozby@ nashvillebar.org or 242-9272. Pro Bono credit does apply and dinner will be provided.

Nashville Bar Journal - September 2013

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Classifieds

Office Space

Office Space BRENTWOOD AREA LAW FIRM Established Brentwood Law Firm has one office space immediately available. Includes receptionist services, internet, fax, use of conference room, copiers, and free and convenient parking. Professional work environment.

Call 615-376-8857 for details or schedule a showing.

Downtown Office Space to share with three established attorneys - Scan, Fax, Phone, Copy. Parkway Towers. For more information please contact nlemaster@wdtlaw.net.

Downtown Office condos for Lease or Sale. 500 to 2500 sq. feet. 501 Union Street, 5th floor. Near Legislative Plaza. Call Lynne at (615) 259-1550.

Downtown Office Space-Court Square Bldg. 2nd FL. One to three offices. $1,000 to $1,500 depending on need. Shared expenses.

Contact: kohllaw@bellsouth.net.

Downtown Office space to share with two established attorneys. High speed internet, telephone, fax, copy, storage and parking. Location: 201 Fourth Avenue, North, 14th Floor. For more information contact mbarnes@hubbardberry.com.

Expert Witness Office Space Legal Nurse Consulting Handling cases with medically related aspects? Best Practice Legal Nurse Consulting can help you with superior case preparation. Best Practice can screen cases for merit, find expert witnesses, write summaries and chronologies of medical records, along with other services. Contact Lisa at 615-481-5047 or visit bplnc.com for more information.

NBJ Classifieds Online: www.nashvillebar.org

Advertising: Contact Tina Ashford at (615) 242-9272 or tina.ashford@nashvillebar.org

HILLSBORO VILLAGE Established Nashville law association with four experienced lawyers has shared office space available for the right attorney in a large private building (with front lawn and large porch) and plenty of on site parking (and free client parking.) Package includes receptionist services, cable & wireless Internet, telephones and fax, state of the art copier and postage machine, DISH TV, kitchen, all utilities, janitorial service, plus tastefully decorated reception area & conference room, on and off-premise storage, professional liability insurance, website advertising, and all office equipment (including personal computer and all private office furniture.) All inclusive. Added bonus...walk to banks and some of the city’s finest restaurants.

Contact adam@durhamanddread.com or call 615-252-9937.

Metrocenter Area Law Firm Established Nashville law firm has three office spaces immediately available. Includes receptionist servicces, cable internet, telephones and fax, conference room, kitchen, copiers, some LexisNexis subscription services, website advertising and more. Professional work environment. Free and conveninet parking.

Call (615) 252-8866 for details.

Music Row Established Bankruptcy law firm located on historic Music Row (16th Avenue) has a large office space, with adjoining secretarial space immediately available. Includes limited receptionist services, copier, scanner, fax, high speed internet access, digital phone system, free and convenient parking. $1,250.00 per month. Contact Kim Lyons (615) 690-3120 or kimberly@rothschildbklaw.com.

Classified Advertising: Rates: $75 for the first 50 words and $1 for each additional word.

Available Sections: Expert Witness, For Sale, Positions Wanted, Forensic Document Examiner, Technical Support Services, Office Space, Litigation Services, Office Sharing, and Accounting.

Visit the NBA's Career Center & Get Started Today: http://jobs.nashvillebar.org/home

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Nashville Bar Journal - September 2013

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Elder Law Practice of Timothy L. Takacs

Help Your Clients Solve the Long-Term Care Puzzle During the long-term illness or disability of aging loved ones, your clients may discover that the pieces don’t always fall into place.

Point them in the right direction with a referral to Elder Law Practice of Timothy L. Takacs. For two decades, our Certified Elder Law Attorney and Elder Care Coordinators have been helping families protect assets, find quality care, and navigate the long-term care system.

We can help your clients, too.

Middle Tennessee: (615) 824-2571 Cumberland Plateau: (931) 268-5761 Toll-Free: (866) 222-3127 Family Website: www.tn-elderlaw.com Professional Education Website: www.elderlaweducation.com

Life Care Planning Elder Law Estate Planning Care Coordination