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Need a couple CLE hours?  Did you miss a CLE that you were hoping to take?  Check out these CLE's you may have missed for business law.

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Court of Appeals Affirms Ruling in Property Lawsuit

The Tennessee Court of Appeals is affirming an Aug. 14 court ruling that determined the statute of limitations did not run out for a Rutherford County resident to sue a gun manufacturer over a land-sale breach-of-contract argument. Brenda Benz sued Ronnie Barrett in 2008 for failing to provide access to her land three years after she sold him the property for the expansion of Barrett Firearms. "It's been a long and arduous process, but the court got it right from the very beginning," Benz said in the Murfreesboro Post. The Court of Appeals also decided Benz never wavered in her request for land to provide access to her property.

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New Issue of ‘Transactions’ Available

The latest issue of “Transactions: The Tennessee Journal of Business Law” is out today with articles on registering trademarks in Tennessee, using accountants in federal securities cases, teaching transactional law in Australia and case commentaries. The journal is published by the University of Tennessee College of Law.

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Texas AG Indicted on Felony Charges

Ken Paxton, the Republican attorney general of Texas and a former state legislator, has been indicted by a grand jury on charges of securities fraud and of failing to register with the state securities board, officials said. The charges — two counts of first-degree securities fraud and one count of third-degree failure to register — are tied to Paxton’s work soliciting clients and investors for two companies while he was a member of the Texas House of Representatives, before he was elected attorney general in November. The New York Times has the story.

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Chief Justice: Business Court is Open for Business

Tennessee Chief Justice Sharon Lee tells Knoxville area businesses about the establishment of a new business court in a column in the Knoxville News Sentinel. She writes that the court will better meet the needs of existing and future businesses, without any additional cost to taxpayers. The court handles only complex commercial disputes and provides expedited resolution by a judge who has experience and expertise in handling these difficult cases. Learn more about the business court.

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Bank On It: Interest Rates 101

Ask any commercial lawyer or banker about interest rates, and you are likely to get a mixture of inappropriate language, confusion and resignation. Interest rates are complicated. How they are figured sometimes belies all reason, and why you can’t find the various rates all in one place in the Tennessee Code is a mystery.

“Interest rate” is defined as the annualized cost of credit or debt capital computed as the percentage ratio of interest to the principal.

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U.S. to Appeal Major Insider Trading Case

Seeking to overturn a major setback in its power to punish the trading of stocks based on insider tips, the Obama administration today asked the U.S. Supreme Court to revive one of the highest profile Wall Street prosecutions in years, SCOTUSblog reports. The case grew out of federal prosecutors’ broad investigation into suspected insider trading at hedge funds. In the specific case at issue, two hedge fund managers were convicted of securities fraud after their trades in technology company stocks -- allegedly based on a chain of tips containing insider information -- resulted in gains close to $72 million. The Second Circuit Court of Appeals previously overturned the convictions.

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Tennessee Court to Serve Litigation Needs of Business Community

When business disputes cannot be resolved by negotiation or arbitration, the parties involved often turn to litigation. To better serve the litigation needs of Tennessee businesses, the Tennessee Supreme Court recently joined 26 other states in creating Tennessee’s first Business Court to focus exclusively on such difficult and complex business litigation. Attorney Matthew M. Lubozynski of Wyatt, Tarrant and Combs talks about further benefits of the court in the Memphis Daily News.

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Appeals Court Revives Walmart Class Action Suit

The Sixth Circuit Court of Appeals has revived a gender discrimination lawsuit filed in Nashville by female employees of Walmart. Barring an appeal, the ruling allows the case to continue as a class-action lawsuit, the Tennessean reports. The women had been part of a national suit against the company but the U.S. Supreme Court found that the group did not qualify for class-action status. The appeals court said they allowed the suit to continue because the women narrowed their case.

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Class Action Suit Filed Over Train Derailment

The first lawsuit against CSX has been filed in Maryville, WATE reports. The suit alleges that CSX was “negligent and caused a nuisance” when its train carrying toxic, flammable liquid derailed and caused thousands to be evacuated. Maryville attorney Kevin W. Shepherd said he filed the suit with the Tucson, Arizona, law firm of Bellovin and Karnas, because of that firm's experience with toxic chemical tort litigation.

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HHS Issues Final Regs on Hobby Lobby Ruling

The U.S. Department of Health and Human Services (HHS) has issued final rules implementing the Supreme Court’s ruling that certain businesses that object to providing contraceptive coverage to employees on religious grounds will not have to do so. To be eligible for the exception, businesses must be privately held, with five or fewer individuals owning more than 50 percent of the company, and must notify HHS of the objection. For employees of these businesses, contraception will be provided by the companies’ insurance companies or third-party administrators at no additional cost. The Nashville Business Journal has the story.

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Rules Commission to Guide New Business Court

The Tennessee Supreme Court today launched a new advisory commission to provide input on processes and procedures for its Business Court Pilot Project. Tennessee Court of Appeals Judge Neal McBrayer of Nashville will chair the group. Other members include Celeste H. Herbert of Knoxville; David A. Golden of Kingsport; Scott Carey, Pat Moskal, Bill Tate and Tim Warnock of Nashville; and Jef Feibelman and Charles Tuggle of Memphis. The court was created in March under Davidson County Chancellor Ellen Lyle.

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Settlement Allows Dollar Tree to Acquire Family Dollar

Working with the Federal Trade Commission, Tennessee and 16 other state attorneys general have negotiated a settlement that will allow the merger of Dollar Tree, headquartered in Chesapeake, Virginia, and Family Dollar, headquartered in Matthews, North Carolina. As part of the agreement, Dollar Tree will be required to divest hundreds of Family Dollar stores nationwide, including stores in Memphis and Nashville, according to Attorney General Herbert Slattery. The affected stores will be sold to Sycamore Partners to be re-branded as DollarExpress, a new chain of deep discount stores.

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DOJ Probes Airlines Pricing

The U.S. Department of Justice is investigating major U.S. airlines for price collusion and keeping airfares high, the Associated Press reports. According to the report, the department sent a letter to the U.S. carriers demanding copies of all communications between the airlines, Wall Street analysts and major shareholders about their capacity. The Justice Department did not confirm which airlines were being investigated. Four airlines — American Airlines, Delta Air Lines, Southwest Airlines and United Airlines ­— still stand after bankruptcies and mergers and now fly more than 80 percent of all domestic passengers. The Nashville Business Journal has more.

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Federal Court Blocks Sysco, US Foods Merger

The U.S. District Court for the District of Columbia issued an order temporarily blocking the merger of Sysco and US Foods earlier this week. The order states that a preliminary injunction is in the public interest as there “is a reasonable probability that the proposed merger will substantially impair competition.” Tennessee, along with 10 other states, joined the Federal Trade Commission (FTC) in seeking the order and preliminary injunction until an FTC administrative hearing is held on July 21. Read more from the Tennessee Attorney General’s office.

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Revenue Department Redesigns, Updates Website

The Tennessee Department of Revenue launched a redesigned website this week featuring a more streamlined and modern look. The tax section of the site also has been updated to include tax rulings, notices, compliance information and statistics.

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Learn More about Nashville’s New Business Court

The Tennessee Supreme Court’s pilot Business Court opened May 1 in Davidson County. Presiding Chancellor Ellen Hobbs Lyle and staff attorney Justin Seamon shared the “how-to” about the process and operations of the court during a one-hour webcast that is now available for replay. The course will remain live on the TBA CLE website for one year. Learn more about the business court in this announcement from the court or watch the webcast now. 

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Court Upholds Arbitration Deal with Foreclosure Exception

The Tennessee Supreme Court has reversed trial and appellate court findings that an arbitration agreement between a purchaser and homebuilder was unfair and unenforceable. The purchaser had argued that the agreement was unfairly one-sided in favor of the homebuilder because it required both parties to arbitrate disputes but allowed the homebuilder to file foreclosure proceedings in court. The Supreme Court disagreed, finding that the agreement applied equally to both parties and the exception for foreclosures was a narrow and reasonable one. The court also found there was a reasonable business justification for the exception, and the circumstances surrounding the contract were not overly one-sided or unfair. Read the full opinion on the AOC website.

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Nashville Judge Throws Out Athletes’ ‘Pay for Play’ Case

A federal judge has dismissed a lawsuit brought by 10 former college football and basketball players who alleged their images were improperly used without their permission by broadcast networks and eight NCAA conferences, the Tennessean reports. Chief District Judge Kevin H. Sharp ruled in Nashville yesterday that the players' claims that they were entitled to monetary compensation because they played in televised games do not represent a sufficient case. The ruling, however, runs counter to the findings in a similar California case and likely sets the stage for consideration by multiple appeals courts according to observers.

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Chattanooga Paper Picks up Business Liability Story

The Chattanooga Times Free Press today picked up the ongoing story regarding the TBA’s rebuttal of a Nashville Business Journal article penned by Nashville lawyer Keith Dennen. In the Business Journal piece, Dennen claims that recent amendments to the Business Corporation Act make "directors of a corporation personally liable for the debts of a business in the event it fails." "He's wrong," said TBA Executive Director Allan Ramsaur in an interview this week. "The bill only applies to dissolved corporations. We've been tracking this and been trying to get in touch" with Dennen. Ramsaur said the proposal came from the bar association as part of a multi-faceted update to state corporation laws and "came through a very careful process at TBA."

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TBA Rebuts Claims About Liability of Corporate Directors

TBA leaders today issued a rebuttal to a guest column published yesterday in the Nashville Business Journal, which claimed that recent amendments to the Business Corporation Act make "directors of a corporation personally liable for the debts of a business in the event it fails.” Members of the TBA Business Law Section, which helped craft the amendments, counter that the changes will not have any of the adverse effects predicted, and in fact, the addition of liability protection for directors dissolving a corporation will create a positive environment to incorporate a Tennessee business or serve as director of a Tennessee corporation.

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No Concerns About New Corporate Director Liability Under Recent Business Corporation Act Amendment

A news account published Monday has suggested that legislation, Public Chapter 60, proposed by the Tennessee Bar Association Business Entity Committee and enacted this spring by the General Assembly, has made corporate directors personally liable for creditors’ claims in the event of a business failure. A unanimous consensus has emerged within the leadership of the TBA Business Law Section that the provision in question does not have that adverse effect and, in fact, provides certain safe harbor protection for directors of a dissolving corporation. The provision in the recent amendment to the Business Corporation Act is adopted verbatim from the Model Business Corporation Act and has been enacted in at least 10 other states without known controversy or negative impact on corporate directors. 

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First Tennessee to Pay Government $212.5 Million

First Tennessee Bank has agreed to pay $212.5 million after admitting to making bad mortgage loans. According to the U.S. Justice Department, the bank kept approving Federal Housing Administration loans for ineligible borrowers through its subsidiary, First Horizon Home Loans Corporation, between January 2006 and October 2008. When many of those loans later defaulted, the banks holding the loans were able to submit insurance claims to the U.S. Department of Housing and Urban Development for their losses. News Channel 9 has the story.

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June TBJ: Paternity Fraud, Economic Losses, Grad Advice

In this issue, learn how to successfully file a paternity fraud lawsuit by reading an article by Peggy R. Smith. You may also need to know how to calculate economic losses in employment termination cases, which Charles Baum explains. In this graduation season, Andra J. Hedrick writes a letter to herself (and new grads) about what to expect and what she would have done differently. There's a lot more in the June issue -- take a look!

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Court to Review New Civil, Criminal Cases

The Tennessee Supreme Court has granted review to several new cases. Civil issues to be decided include corporate shareholder standing and challenges to charges by utilities. Criminal issue include traffic stop suppression, expired sentences, defective indictments and lesser-included offenses. The Raybin-Perky Hotlist reviews each and offers a prediction on how the cases may be decided.

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