TBA Law Blog

Posted by: Christy Gibson on Jun 2, 2014

As one of my last "official" actions as Chair of the TBA Business Law Section Executive Council for the 2013–2014 bar year, I want to give you an overview of some of the activities of the Section during the past year, and give you a bit of a preview of some things coming up for next year.


The Executive Council was involved with several legislative matters before the Tennessee General Assembly.

a.              We reviewed and advised the TBA Board of Governors about a pending bill that would authorize the establishment of so-called low profit limited liability companies in Tennessee, Senate Bill 506.  The bill did not move forward in the General Assembly this session, but it may come up again soon.  More about this subject later.

b.              We drafted a bill to amend T.C.A. Section 61-1-306(c) (in the Revised Uniform Partnership Act) regarding the liability of partners in a registered limited liability partnership to expand the limitation of liability to be consistent with the Revised Uniform Partnership Act and the law in the majority of the states.  The bill was pursued by the TBA, adopted by the General Assembly, and signed by the Governor. Public Chapter, 1613.

c.              Under the leadership of Richard Johnson of Nashville, a joint committee of the Business Law Section and the Tax Law Section proposed and submitted through the TBA a complete revision of the Nonprofit Corporation Act.  The bill was adopted by the General Assembly and signed by the Governor.  Public Chapter, 899.


We presented an informative and hopefully useful seminar on May 5, 2014, dealing with insurance provisions in contracts and transactions that we are frequently involved in as business lawyers.  The title was "Issues in Drafting Contract Insurance Provisions."  The seminar will be available online at the TennBarU.  Many thanks to our colleagues Amanda Stanley, Ford Little, Glenn Rose and Kris Kemp who participated in the seminar, and to Van East, Lillian Blackshear and Kris Kemp who helped secure the other speakers.


We are undertaking two projects going forward for which we need volunteers.

First, we will consider whether to propose social enterprise entity legislation in Tennessee.  This is a continuation of the work that we started in our brief review of the low profit LLC legislation discussed above.  In the neighboring state of Georgia, the Business Law Section of the State Bar of Georgia has recently undertaken such an effort and has rendered a report with recommendations with respect to benefit corporation legislation in Georgia.  This is a topic of considerable discussion among business entity practitioners around the country.  We need volunteers to serve on a committee to look at various sources of information and determine whether to recommend that Tennessee enact such legislation.  Please let incoming Business Law Section Executive Council Chair Van East or me know if you are interested in serving on this committee.

In addition, we believe that it is time to review Tennessee limited partnership law.  Tennessee is one of the few states that has not adopted the Uniform Limited Partnership Act.  There is considerable feeling among the Executive Council that it would be well for Tennessee to consider adopting freestanding limited partnership legislation similar to the Revised Uniform Limited Partnership Act.  We need volunteers for this project, as well.  Again, let Van East or me know if you are interested.

Van P. East, III

Frost Brown Todd LLC

150 3rd Avenue South, Suite 1900

Nashville, TN  37201

Phone:  615-251-5571

Fax:  615-251-5551



Dennis R. McClane

Woolf, McClane, Bright, Allen & Carpenter, PLLC

900 South Gay Street, Suite 900

Knoxville, TN  37902

Phone:  865-215-1000

Fax:  865-215-1015




Finally, as indicated above, Van East is the incoming Chair of the Executive Council.  Your Business Law Section is in good hands with Van.  We have expanded the Executive Council a bit.  Members for the 2014-2015 bar year include:

John A.A. Bellamy

Rockward Pharmaceutical Consultants, LLC (Bristol)



Lillian M. Blackshear

Bass, Berry & Sims PLC (Nashville)



Sam B. Chafetz

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (Memphis)



Van P. East, III

              Frost Brown Todd LLC (Nashville)



Lee A. Harkavy

Wyatt Tarrant & Combs LLP (Memphis)



Joan MacLeod Heminway

University of Tennessee College of Law (Knoxville)



Kris Kemp

Harwell Howard Hyne Gabbert & Manner, P.C. (Nashville)



Matthew Lyon

Lincoln Memorial University Duncan School of Law (Knoxville)



Dennis R. McClane

Woolf, McClane, Bright, Allen & Carpenter, PLLC (Knoxville)



Robert C. Starnes

Glankler Brown, PLLC (Memphis)



R. Christopher Trump

Egerton, McAfee, Armistead & Davis, P.C. (Knoxville)



You may certainly contact any of us about Business Law Section matters.

Thank you for the opportunity to serve as Chair of the Executive Council for 2013-2014.

Dennis McClane