News

Investment Trust to Buy HCR ManorCare Real Estate

Welltower Inc, a real estate investment trust, is purchasing the real estate of recently bankrupt nursing home giant HCR ManorCare for $2.7 billion, Reuters reports. Welltower will team up with non-profit hospital operator, ProMedica, which purchased ManorCare’s operations for $1.3 billion, to create a 30-state health care system. The partnership plans to capitalize on the trend of more health care taking place outside of hospitals.

If the U.S. Bankruptcy Court approves the deal, the merger stands to boost the group into the 25 largest U.S. health systems by revenue alongside names like Mayo Clinic, Geisinger and Johns Hopkins. ManorCare, which was the second-largest U.S. nursing home operator, filed for Chapter 11 protection in March, with $7.1 billion of debt, as part of a prearranged deal to transfer ownership to its landlord Quality Care Properties Inc.

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Share Your Thoughts on Proposed Amendments to Tennessee Supreme Court Rule 6

The Supreme Court recently requested comment on proposed amendments to TSC Rule 6 that would require new attorneys to complete a Tennessee Law Course within one year of admission to the Tennessee bar. The Tennessee Bar Association has a working group on this issue and will be drafting comments in response to the court's Order for Comment. To ensure this comment best reflects members’ views and positions, the groups is looking for your feedback. Share your thoughts about the proposed amendments through this form by June 8.
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    We Need Your Questions

    The TBA Convention will include a Gubernatorial Forum on Thursday, June 14. The format will consist of one-on-one discussions with the candidates facilitated by a moderator. The TBA will provide the moderator with a list of questions and topics that are important to our members. If you have a question or topic that you believe should be covered, please complete this short form. Additionally, if your question or topic is specific to a particular candidate, please include that information in the form. The moderator will take all suggested questions and topics into consideration when finalizing the questions for the candidates. Visit the TBA.org website to register or get more information on the forum and other at events convention. 

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    National Conference of Bankruptcy Judges 2018: All of the Usuals and Plenty of Surprises

    This letter is from the president of the National Conference of Bankruptcy Judges:
     
    Dear Tennessee Insolvency Professional,
     
    Remember the Alamo! That phrase became the battle cry of Texans in their struggle for independence. Today, the Alamo is just one part of the rich history of San Antonio, the host city for this year's National Conference of Bankruptcy Judges (NCBJ) Conference. San Antonio is celebrating its tricentennial and this fall is the perfect time to visit this infamous city of the old west and at the same time enjoy everything you have come to expect from the NCBJ experience.
     
    The Education Committee -- made up of bankruptcy judges, legal scholars and preeminent professionals, and headed by Judge John Hoffman -- is preparing programs that will both educate and entertain. Our affiliates will offer their usual incredible programs and NCBJ has created even more networking/socializing opportunities (we listened!). To put it simply, post-October, you will remember more than the Alamo ... you'll remember a conference that was well worth your while. Please contact NCBJ Registration Manager Rebecca Meekma with any additional questions. 

    When: Oct. 28–31

    Where: Marriott Rivercenter, 101 Bowie St, San Antonio, TX 78205

    See you there.
     
    Honorable Michael E. Romero
    President, NCBJ

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    FirstEnergy Strikes Creditor Deal in Subsidiary Bankruptcies

    FirstEnergy Corp. has reached a settlement with creditors of its bankrupt power-generation businesses that would simplify its restructuring while extricating the parent company from the chapter 11 case, The Wall Street Journal reports. If approved, the agreement covers potential claims surrounding FirstEnergy’s obligations toward money-losing coal and nuclear power plants in Ohio and Pennsylvania. FirstEnergy said it would try to bring the court-appointed committee of unsecured creditors on board with the settlement terms.
     
    The company filed for Chapter 11 recently, asking the United States Department of Energy for a bailout to keep dozens of coal and nuclear power plants in the large PJM Interconnection LLC (PJM) grid region operational, arguing the closure of these plants constitutes a national grid emergency. PJM coordinates the movement of wholesale electricity in Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia.
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    Join Us in Gatlinburg for the 15th Annual Bankruptcy Forum

    Join bankruptcy practitioners from across the state at the TBA's Bankruptcy Forum, April 27-29, at the Hilton Garden Inn in Gatlinburg. You will participate in small group discussions led by prominent bankruptcy judges and hear presentations on recent bankruptcy case developments in the Sixth Circuit and around the country.  
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    U.S. Says Bankrupt Tennessee Nursing Home Chain Must Transfer Liability

    The U.S. government has objected to a plan by Orianna Health Systems nursing home chain to protect companies that would acquire facilities through its restructuring from successor liability, Reuters reports. Filed on April 9, the motion contends that the ultimate control over the legal issues surrounding the transfer of Medicare provider agreements, not a bankruptcy court — and that Orianna cannot expect a new operator to assume control over the properties without also dealing with its existing liabilities. The Nashville based company, which operates skilled nursing facilities in seven states, with around 4,500 beds and 5,000 employees, initially revealed its bankruptcy plan last month after falling behind on rent payments to landlord Omega Healthcare Investors. 
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    Topgolf CLE: Estate Planning Tee-off

    The TBA Estate Planning & Probate Section will host the Topgolf CLE: Estate Planning Tee-off on June 26. The program will feature 2.5 hours of CLE programming, focused on information relevant to new attorneys interested in Estate Planning and lawyers who desire to add this area to their practice.
     
    The CLE package includes breakfast, lunch, plus two hours of Topgolf after the presentations. Don’t miss this unique opportunity to build your practice knowledge and fine-tune your drive game, all in one day! 
     
    When: Tuesday, June 26, 9 a.m., CDT
     
    Where: Topgolf Nashville, 500 Cowan Street, Nashville, TN, 37207
     
     
     
     
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    Nominations Accepted May 2 for Bankruptcy Judges' Next Generation Program

    Please mark your calendars for the "nomination window" for the National Conference of Bankruptcy Judges  Next Generation Program. NextGen is part of the NCBJ's Annual Meeting, which will be held this year in San Antonio, Texas, Oct. 28 to 31. Each year, NextGen provides 40 up-and-coming bankruptcy practitioners with exclusive, substantive programs, including a judicial roundtable, which affords NextGen participants the chance to interact informally with judges in small groups, as well as networking and social events with NextGen alumni. This year, NextGen participants also will have an opportunity to play a meaningful role in at least one of NCBJ's open sessions.
     
    Nominations will be accepted on Wednesday, May 2, 2018, from 12– 5 p.m. CDT. Applications will not be accepted before or after this five5-hour time slot. For more information, including qualifications and nomination instructions, please visit the conference webpage
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    10 Essential Documents for Your Practice

    Instructions and rules for client file retention, list of current curse and copy of bank’s form for IOLTA access are three of the top 10 documents attorneys need for succession planning and practice management. Learn more in this 3-hour dual credit workshop with attorney Timothy Takacs.

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    This Week: 15th Annual Bankruptcy Forum in Gatlinburg

    The annual 15th Annual Bankruptcy Forum is just around the corner! This year’s programming will be held at the Hilton Garden Inn in Gatlinburg, allowing you to fill necessary CLE obligations while relaxing in the scenic Great Smoky Mountains. This must-see, must-do event will feature timely topics and expert analysis from judicial panelists and seasoned professionals, guaranteed to help you up your game and stay on top of trends and advancements relevant to your practice. The forum will feature first-rate programming from speakers and producers such as:
     
    • Joel Giddens, Wilson & Associates PLLC, Memphis 
    • Laura Ketcham, Miller Martin PLLC, Chattanooga
    • Michael McCormick, McCalla Raymer Leibert Pierce LLC, Roswell, Georgia
    • Hon. Paul Bonapfel, United States Bankruptcy Court, North District of Georgia, Atlanta 
    • Hon. James Croom, United States Bankruptcy Court for the Western District of Tennessee, Jackson
    • Hon. Randal Mashburn, U.S. Bankruptcy Court, Middle District of Tennessee, Nashville
    • Hon. Shelley Rucker, U.S. Bankruptcy Courts for the Eastern District of Tennessee, Chattanooga 
    • Kara West, Chapter 13 Trustee, Chattanooga
    • Lawrence Ahern III, Brown & Ahern, Nashville 
     
    Ten hours of CLE credit are available for this program, including three hours of ethics. Judges, lawmakers and law students that are TBA members may attend programming at no charge, but there is a $75 fee to cover meals and the reception for guests who are not registered for the forum. Here’s the key info:
     
    When: Friday, April 27, registration begins at 12 p.m., EDT
     
    Where: Hilton Garden Inn Gatlinburg, 635 River Rd, Gatlinburg, TN 37738
     
     
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    Toys 'R' Us Founder Dies as Company is Set to Begin Liquidation

    In an unlikely sequence of events, the founder of Toys 'R’ Us has passed away just as the beleaguered retailer was set to begin its liquidation, The New York Times reports. Charles Lazarus opened the first Toys R’ Us in 1957 and led the company for several prosperous decades prior to stepping down as chief executive officer in 1994.

    Lazarus’s death comes one week after Toys 'R' Us announced that it would start liquidating its stores in the United States. The company filed for bankruptcy last September and announced last Thursday that the company planned to close or sell all of its stores in the United States. That could result in more than 30,000 employees losing their jobs.

    “There have been many sad moments for Toys 'R' Us in recent weeks, and none more heartbreaking than today’s news about the passing of our beloved founder, Charles Lazarus,” Toys “R’ Us said in its statement on Thursday afternoon. “We will forever be grateful for his positive energy, passion for the customer and love for children everywhere.” Lazarus was 94.

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    Tort and Appellate Forum Reception

    The TBA Appellate and Tort & Insurance Practice sections will hold a cocktail reception immediately following their collaborative forum on March 29. Join friends and colleagues to relax and unwind after the program.
     
    This event provides a great opportunity to meet leadership of the organization while networking with attorneys and professionals with a similar focus. Forum attendance is not required to attend the reception. Here’s the key info:
     
    When: March 29, 4 p.m., CDT
     
    Where: Tennessee Bar Center, 5th Floor Terrace Room, 221 4th Ave N., Nashville, TN 37219
     
    Contact Jarod Word with any questions.
     
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    Succession Planning for Your Law Firm or Practice

    Attorney Timothy Takacs will present a special CLE on succession planning for your law firm or law practice on March 27 in Nashville. Additional topics will include law practice management, best practices, client communication and life planning. Attendees will learn how to develop their own plan using a planning toolkit for lawyers.
     
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    Remington Declines to Say if Bankruptcy Will Put Existing Settlement at Risk

    Remington, America's oldest gun manufacturer, filed Chapter 11 bankruptcy on Monday, sparking questions on how this will affect an agreement to repair millions of allegedly defective guns that resulted in a lawsuit. The suit began in 2010 when CNBC investigated allegations that for decades Remington covered up a deadly design defect that allows the guns to fire without the trigger being pulled. To this day, Remington denies the allegations and maintains the guns are safe.
     
    The company said it was settling the case to avoid protracted litigation. An attorney for Remington refused to say whether the plan by America's oldest gun manufacturer to file for Chapter 11 bankruptcy protection will affect an agreement to repair millions of allegedly defective guns. "It is the company's position not to comment," said John Sherk, attorney for Remington.
     
    An attorney representing plaintiffs in the case, J. Robert Ates, says the bankruptcy filing should be of no moment in terms of the class action case, particularly because the suit also named as a defendant E.I. du Pont de Nemours and Company, which owned Remington when the original trigger mechanism was developed. The company, which merged with Dow Chemical last year to form DowDuPont, recorded $24 billion in revenues 2016.
     
    Under the proposed settlement - which Remington and plaintiffs have claimed could be worth upwards of $500 million - DuPont would fund only a tiny amount, covering product vouchers being offered to owners of some of the oldest Remington models. DuPont has also continuously maintained that the guns are safe.
     
    Neither Remington nor its attorneys have indicated whether the company intends to abide by the agreement considering the bankruptcy filing. While the settlement includes a guarantee that the company will meet its financial obligations under the agreement, it does not address the possibility of a bankruptcy. The settlement is currently under appeal in the Eighth U.S. Circuit Court of Appeals.
     
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    The Protest Movement as a Tool for Social Change: Fifty Years Post-King

    The Ben F. Jones Chapter of the National Bar Association presents a dynamic day of programming in recognition of 50th anniversary of the death of Dr. Martin Luther King in Memphis. This program explores the protest that brought Dr. King to Memphis in 1968 and the legacy that his untimely death has left on the fabric of the city. The event will focus on the protest movement in its current state as well as provide updated information on the law surrounding assembly, protest and municipal responsibility.
     
    The program features local historical figures who worked with Dr. King, representatives of the media, City of Memphis, local activists, attorneys and judges.
     
    Speakers and producers include:
    • Barbara Arnwine, Esq., CEO and Founder of the Transformative Justice Coalition, Washington, D.C. 
    • Judge Earnestine Hunt Dorse, Municipal Court Judge, Memphis
    • Bill Cody, Burch, Porter and Johnson, Memphis
    • Earle Schwartz, Memphis Bar Association President, Memphis
    • Judge Bernice Bouie Donald, United States Circuit Judge of the United States Court of Appeals for the Sixth Circuit, Memphis
    When: Feb. 23, 9 a.m. CST
     
    Where: Fogleman Business Center, First Floor Amphitheater, 330 Innovation Dr., Memphis, Tennessee 38152
     
    Contact Florence Johnson by email or call her at 901-725-7520 for more information.
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    TBA Gears Up for 2018 Mock Trial Tournament

    The Tennessee Bar Association will host the upcoming Tennessee High School Mock Trial Tournament on March 23 and 24 in Nashville. The Mock Trial is a two-day, single-elimination bracket-style competition where 16 high schools face-off against each other in the Davidson County Courthouse. Each team is scored on their trial preparation and skills. 

    We need TBA volunteers to help be bailiffs and jurors (scorers) for the event. After signing up, we will send you a Volunteer Memo with all the information you need for competition including; parking, hotel, downtown map, courthouse rules, and reimbursement information. Come be a part of the Young Lawyers Divisions’ March Madness! Feel free to contact YLD Director Stephanie Vonnahme with any questions.

    To volunteer for this event, click here.

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    15th Annual Bankruptcy Forum in Gatlinburg

    The 15th Annual Tennessee Bar Association Bankruptcy Forum will take place April 27-29, 2018, at the Hilton Garden Inn in scenic Gatlinburg. This event offers 10 hours of CLE credit including 3 hours of ethics.
     
    This high-quality program will begin on Friday with presentations on recent bankruptcy case developments in the Sixth Circuit and around the country. A faculty of prominent bankruptcy judges will be present, encouraging participants to analyze, discuss, and argue different approaches to relevant case studies.
     
    Make plans to join us in this wonderful and relaxing setting for unique and informative presentations, while networking with attorneys of an associated practice. 
     
    Speakers and producers include:
    • Joel Giddens, Wilson & Assoc PLLC, Memphis 
    • Lawrence Ahern III, Brown & Ahern, Nashville 
    • Paul Bonapfel, United States Bankruptcy Court - North District of GA, Atlanta 
    • James Croom, United States Bankruptcy Court for the Western District of Tennessee, Jackson
    • Laura Ketcham, Miller Martin PLLC, Chattanooga
    • Randal Mashburn, U.S. Bankruptcy Court, Middle District of Tennessee, Nashville
    • Michael McCormick, McCalla Raymer Leibert Pierce, LLC, Roswell
    • Shelley Rucker, U.S. Bankruptcy Courts for the Eastern District of TN, Chattanooga
    • Kara West, Chapter 13 Trustee, Chattanooga

    For more information and to register for this event, click here.

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    Memphis Landlord Trying to Save Shuttering Toys 'R' Us Location

    A Memphis Toys R Us is among as many as 182 stores likely to close as part of its bankruptcy reorganization plan, but a local shopping center owner will try negotiating to keep it open. The beleaguered company announced its filing of Chapter 11 bankruptcy filing last September, acknowledging that it needed to revamp its long-term debt totaling more than $5 billion.
     
    "I was a little surprised,'' Michael Lightman said of learning that the Toys R Us made the closure list. "I thought that store was doing just fine. I'm still trying to reach the right people at Toys R Us to find out more detail,'' he said.
     
    The company noted that some closings may be avoided if it is able to negotiate more favorable lease terms. But most of the stores listed in the documents are expected to close as Toys R Us tries to reinvent itself as a leaner, smarter retailer. "The reinvention of our brands requires that we make tough decisions about our priorities and focus," Toys R Us chief executive Dave Brandon said in a letter posted on the company's website.
     
    Toys R Us will shrink its store fleet by about 20 percent if all planned 182 stores are closed. Lightman's location is among two planned Tennessee closures for the company. Babies R Us on Nolensville Road in Nashville is also planned for closure. A complete list of closing stores can be found here.
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    Director of Consumer Financial Protection Bureau Comes Under Fire After Closing Payday Lending Investigations

    Mick Mulvany, director of the Consumer Financial Protection Bureau, has recently closed investigations of payday lending companies in Kansas and South Carolina, causing concerns that the Trump administration is taking a lax approach to regulations on this polemic industry.
     
    The CFPB, formed in 2011 amidst the aftermath of the Great Recession, is tasked with making sure banks, lenders, and other financial companies treat citizens fairly. In a memo released by Mulvany, he announced a new direction for the bureau stating "We don't just work for the government, we work for the people. And that means everyone: those who use credit cards, and those who provide those cards; those who take loans, and those who make them; those who buy cars, and those who sell them. All of those people are part of what makes this country great. And all of them deserve to be treated fairly by their government. There is a reason that Lady Justice wears a blindfold and carries a balance, along with her sword."
     
    The move has been met with consternation from critics who believe Mulvaney may have a conflict of interest due to receiving campaign contributions from a number of payday loan companies. Payday lenders gave $31,700 in 2015-16 federal campaign cycle contributions to Mulvaney, ranking him ninth among all congressional recipients from the sector, according to data analyzed by the Center for Responsive Politics. When asked whether the contributions influenced his position on the rule and could pose a conflict of interest, Mulvaney said, "I don't think so, because I am not in elected office anymore."
     
    Tennessee, who is among 25 states the US have already passed serious legislation to regulate the functioning of payday loans, has most predatory lenders in the U.S. according to a recent report. The same report found people without 4-year college degrees, home renters, African-Americans, and those earning less than $40,000 a year are most likely to use a payday loan.
     
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    Don't Forget: Winter CLE Blast Tomorrow!

    Need CLE hours fast? We can help! The annual Winter CLE Blast is less than a day away. With this program, you can complete up to 11 hours of Dual CLE credit on your own time. Our registration desk will be open from 7 a.m. to 6:45 p.m. on Feb. 21, providing you the flexibility to create your own schedule and take as many or as few hours as you need. Payment will be determined at checkout depending on the number of hours you attend. 

    Highlights

    • Flexible to your schedule
    • Up to 11 Hours of CLE
    • Ethics Credits
    • Compliance CLE
    • Live Credit Hours

    When: Feb. 21, registration begins at 7 a.m., CST

    Where: Tennessee Bar Center, 221 4th Ave N., Nashville, TN 37219

     

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    Debt Relief Clinic Planned for Feb. 3 in Knoxville

    The Legal Aid Society of East Tennessee and the Knoxville Bar Association are hosting a pro bono clinic for qualified debtors in the Knoxville area. The clinic will take place on Feb. 3 at 9:30 a.m. at the Knox County Public Defender’s Community Law Office, 1101 Liberty St. Clients who qualify will receive a bankruptcy packet to be completed before the clinic. For more information, to register a client or to volunteer, call LAET’s Knoxville office at (865) 637-0484 or visit laet.org.
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    December Issue Covers Pirates, Trusts, Banks and Shopping for Toys

    Glasby's Fortune by Brentwood lawyer James H. Drescher, a novel about a pirate, is reviewed by the Tennessee Bar Journal's resident "pirate law scholar" Russell Fowler in the December issue. Columnist Eddy R. Smith asks if most trusts should last indefinitely, and Kathryn Reed Edge explains the phases of banking law: good economic times, recessionary times ... and "wedding season." Humor columnist Bill Haltom reminisces over Christmases Past. The bankruptcy of Toys 'R' Us has him feeling guilty for not shopping there anymore now that his kids are grown.

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    Court Clarifies Law When Bank Sells Loan Collateral Without Proper Notice

    The Tennessee Supreme Court today issued guidance on the steps courts should follow when a creditor sells collateral used to obtain a loan, but does not provide the required notice of the sale. The case involved a bank loan that was used to purchase an airplane, with the plane itself and additional guarantors securing the transaction. When the debtor failed to maintain insurance, the bank, Regions Bank, placed the loan in default, and the resulting accelerated payments were not made. The bank filed suit against the guarantors. While that action was pending, Regions also repossessed the plane and spent money to make it flightworthy and marketable. Regions then ultimately sold the plane at a private sale for less than the amount owed to Regions. The Court concluded that resolution of this issue was a fact question for the trier of fact, in this case the trial court, to decide. The court expressly rejected the Court of Appeals’ evidentiary requirement regarding proof negating a debtor’s or guarantor’s ability or motivation to redeem or purchase the collateral. The court then spelled out the proper procedures for a trial court to utilize to resolve this issue.

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    Free Legal Advice Clinic in Maryville

    Volunteer attorneys from the Blount County Bar Association will join staff attorneys from Legal Aid of East Tennessee to provide free advice on various legal matters. The public will be able to seek advice on topics such as adoption, child custody and support, divorce, elder law, foreclosure, identity theft, personal injury, VA benefits, wills, worker’s comp, and more.  Legal help will be available on a first come, first served basis. The clinic is open to the public. No appointment is necessary. The Advice Clinic is part of LAET’s Pro Bono Project, and is offered in celebration of Pro Bono Month. The event is Oct. 14 from 9 a.m. to 12 p.m.
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