The Tennessee Supreme Court ruled that where contracting parties have agreed to allow assignment of a contract with the consent of the non-assigning party, and the agreement is silent regarding the anticipated standard of conduct in withholding consent, an implied covenant of good faith and fair dealing requires the non-assigning party to act with good faith and in a commercially reasonable manner in deciding whether to consent to the assignment. In the case of Dick Broadcasting Company, Inc. v. Oak Ridge FM, Inc., the Court overturned the trial court’s opinion and ruled in favor of DBC that the duty of good faith and fair dealing applied to the right of first refusal agreement. A separate concurring opinion was filed by Justice William Koch.
Shelby R. Grubbs of Chattanooga-based Miller & Martin, PLLC has been appointed to the International Business Advisory Board of the University of Alabama Culverhouse College of Commerce and Business Adinistration, the Hamilton County Herald reports. The Board is comprised of business and campus leaders bound by a commitment to assisting the College of Commerce in furthering its international initiatives.
University of Tennessee Law professor Joan M. Heminway writes in a column in the Knoxville News Sentinel about how two new federal laws -- JOBS and STOCK -- and updates to the Tennessee Business Corporation Act, relate to funding and forming business associations in Tennessee. She explains what their implications are for investors and businesses.
The Department of Justice (DOJ) is suing Bank of America for $1 billion alleging the bank committed fraud by selling defective mortgages to government-backed mortgage finance firms Fannie Mae and Freddie Mac, resulting in over $1 billion in losses for taxpayers and countless foreclosures. CNN has the full story.
A 1976 Tennessee state farmland protection law originally intended to prevent farmers from being taxed off their land has become a tax loophole exploited by wealthy, urban, estate owners, business icons, and real estate developers, the Commercial Appeal reports. According to the newspaper’s investigation, the Agricultural, Forest and Open Space Land Act, or “Greenbelt Law,” is allegedly rife with abuse as the wealthy receive tax benefits by declaring a woods a timber preserve, a mansion’s manicured lawn a pasture, a future subdivision a farm, and a privately owned country club’s golf course an “open space.”
The Department of Justice Investment Fraud Summit series kicked off yesterday at Vanderbilt Law School on the heels of a major Brentwood financial scam, News Channel 5 reports. Aaron Vallett pled guilty and was sentenced on Tuesday to 10 years in federal prison and ordered to repay $5.4 million for running a multi-million dollar Ponzi scheme. Vallet’s victims shared their stories at the summit Thursday.
More law firm mergers have occurred in the South than anywhere else in the country, the Memphis Business Journal reports. According to Atlman Weil MergerLine, 6 of the 14 nationwide mergers or acquisitions during the most recent quarter were in the South. Among recent mergers in Memphis: Williams McDaniel PC merged with Kentucky-based Wyatt, Tarrant & Combs LLP; and Adelman Law Firm PLLC merged with Mississippi-based Wilkins Tipton PA.
American Bar Association President Laurel Bellows will keynote the Nashville 2012 Economic Summit on Women on Oct. 22 and appear at a reception the night before. The Summit is sponsored by the Tennessee Economic Council on Women, and will be held at the Nashville Airport Marriott. Bellows will join two other headliners: Lilly Ledbetter, responsible for the Lilly Ledbetter Fair Pay Act, and Deb Sofield, an executive speech and presentation coach. For information, contact Jane Powers.
The U.S. Justice Department today said that in order for a merger of two parking facility giants to proceed, Nashville-based Central Parking Corp. and Chicago-based Standard Parking Corp. must sell 107 of their garages and lots in the central business districts of 28 cities. The department’s complaint alleges that the proposed acquisition would lessen competition in certain areas -- and Nashville is one of them. The two companies are the largest parking management companies in the nation. The Commercial Appeal reports.
After settling a class-action lawsuit with shareholders two days ago, Fidelity National Financial has successfully acquired Nashville-based J. Alexander’s, the Tennessean reports. Nearly 74 percent of shareholders tendered their shares to Fidelity, giving the insurance holding company control of the dining chain which operates 33 restaurants located in 13 states.
A class-action lawsuit filed in Tennessee State Court against Nashville-based J. Alexander’s and Fidelity National Financial has been settled, the Nashville Business Journal reports. Shareholders accused J. Alexander’s of not doing enough on their behalf after the proposed acquisition by Fidelity. They also allege Fidelity influenced the deal by offering J. Alexander CEO a job before the merger.
Former shareholders of Nashville-based HCA have filed a federal lawsuit against Bain Capital, Goldman Sachs, the Blackstone Group, and other big, private equity firms for bid-rigging, the Tennessean reports. The lawsuit alleges the firms conspired to lower prices in leveraged buyouts by blocking rival bidders. Attorneys for the private firms in question deny any wrongdoing.
The Memphis office of Baker, Donelson, Bearman, Caldwell & Berkowitz PC is helping entrepreneurs in a variety of business accelerator programs in the city, the Memphis Daily News reports. A spokesperson for the firm says it is committed to developing an emerging companies practice and has developed an online video service to offer entrepreneurs tips from the firm’s lawyers. Check out the service
Vanderbilt Law School has added Morgan Ricks to its faculty as an assistant professor. A former investment banker and senior policy advisor in the Obama administration, Ricks most recently was visiting assistant professor at Harvard Law School. Read more from Vanderbilt
The Ins and Outs of Transactional Practice
The YLD will offer its annual Transactional CLE on Oct. 19 from 8:30 a.m. to 4:15 p.m. in Nashville. The six-hour seminar will provide business attorneys with the information, tools and tips needed to successfully handle common business transactions. The seminar will offer an overview of different forms of business entities, with an emphasis on what entities are best for various clients and business plans, as well as the tax implications associated with each. Other sessions will cover a range of issues of interest to transactional lawyers. The day will wrap up with a panel discussion about practical tips for avoiding ethical traps in business transactions.
Details
Producers: Tommy Santel, Mary Beth Haltom
Location: Tennessee Bar Center Register here
Middle Tennessee State University (MTSU) is accepting applications for a full-time temporary (non-tenure-track) faculty position beginning August 2012. The successful candidate will have a specialty in business law and related areas and should have a law degree with relative experience. Interested individuals should apply online. Review of applications will begin on July 1, and continue until the position is filled. Learn more on JobLink
It's not too late to register for Monday’s CLE on recently adopted amendments to the Tennessee Business Corporation Act. Sponsored by the TBA Business Law Section, the course will focus on changes to the act, including provisions related to electronic notices, electronic signatures, mergers and conversions, and conflict of interest standards for directors and officers. The seminar also will cover revisions to Article 9 of the UCC that go into effect Jan. 1, 2013. Because legislative changes just passed this week, the late fee for this course has been waived. Get details or register here
With some House subcommittees announcing they will be shutting down in the next couple of weeks, the General Assembly seems to be preparing to take more definitive action on pending legislation. The TBA-prepared bill to update Article 9 of the Uniform Commercial Code – making changes that track the 2010 Uniform Law Commission recommendations dealing with secured transactions -- was recommended for passage by the Senate Commerce Committee, and the House Commerce Committee’s General Subcommittee this week. The bill, SB 2931 by Sen. Doug Overbey (R-Maryville ), HB 3150 by Rep. Jon Lundberg (R- Kingsport), would be effective July 1, 2013, allowing the Secretary of State to prepare for the changes. The effective date would also coincide with that in the many other states adopting the changes.
Discussions also continued with state officials regarding SB 2200/HB 2338, which would alter the law regarding termination of parental rights, and more than a dozen proposals to affect tort law are set for committee and subcommittee calendars next week. The TBA is active in trying to defeat or limit the harmful impact of many of these proposals.
