Business Law Forum will be May 9

The TBA Business Law Section’s Forum on May 9 will help business lawyers learn and refresh their knowledge about issues that may arise when drafting an LLC operating agreement. Topics at the Nashville program will include an overview of the two extant Tennessee LLC acts and a comparison of those acts with the Delaware LLC Act; other distinctions of Tennessee law that impact the operating agreement; drafting key provisions, including distribution and allocation, employee and member compensation and exit rights; and ethical considerations for lawyers drafting LLC operating agreements. Earn up to five hours of general CLE and one ethics hour.
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Study Credits Tennessee Tax Policies for Economic Growth

A new study by the American Legislative Exchange Council, a conservative think tank comprised of legislators and business leaders, puts Tennessee in its top ten list of states with a positive economic outlook, the Chattanooga Times Free Press reports. Between 2007 and 2017, Tennessee’s GDP rose 43.1 percent, with the state growing payroll employment by 8 percent. The study credits Tennessee’s relatively low tax rates, lack of personal income tax and plans to phase out inheritance and unearned income taxes, among other reasons, for the state’s economic standing.

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IKEA in Memphis will Opt Out of PILOT Tax Breaks

Swedish furniture retailer IKEA will opt out of its 11-year payment-in-lieu-of-taxes (PILOT) break because the company failed to meet program requirements, the Daily Memphian reports. IKEA initially agreed to hire 175 employees with an average wage of $41, 011, however, currently employs 147 people with an average wage of $36,944. The company may get another year of incentives if it follows through on environmental projects such as water conservation efforts and installing a solar powered roof.

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7 New Job Postings on TBA’s Joblink

See who is hiring in Tennessee. Recent job postings this month offer opportunities in litigation, real estate, health law and more. See full listings or post positions in your firm on TBA’s Joblink.
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Register Now to Get Early Bird Rate for TBA Convention in Nashville

The Tennessee Bar Association returns to Downtown Nashville's Renaissance Hotel for its Annual Convention June 12-15, with even better programming, exhibits and fun! Register NOW and receive:

  • Free Access to ALL 9 Hours of CLE, including the Bench Bar Program, co-sponsored by the Tennessee Judicial Conference
  • Opening welcome reception
  • Bench Bar Luncheon (featuring keynote speaker, Ken Starr)
  • Law School and General Breakfasts
  • Lawyers Luncheon (featuring special honor for Sen. Lamar Alexander)
  • Thursday night joint reception sponsored with TLAW and TABL
  • Thursday night Dinner/Dance Party featuring My So-Called Band
  • Friday night TBALL/YLD Party
  • Access to activities and programming designed for well-being including massages, contemplative space and more.
  • Access to TBA's sponsorship hall to meet with exhibitors, participate in our special TBA Wellness Corner and win prizes.
• QUESTIONS: Just email to get help.

Early Bird Registration ends April 30, so register now to save $$$

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Mediation Between Black Farmers Group and Seed Company Hits Impasse

After four months, mediation between the $3 billion-valued Stine Seed Company and a collaborative of five black farmers affiliated with the Memphis-based Black Farmers and Agriculturalists Association has ended without resolution, The Commercial Appeal reports. "No new court date has been set," Patricia Rogers, a spokeswoman for the Memphis farmers' group wrote in a media alert. "The black farmers could be headed for a trial with the billion-dollar seed giant." Filed in April 2018, the group's lawsuit alleges fraud and discrimination involving soybean seeds a Stine representative sold the farmers.
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Help4TNDay Kicks Off Saturday

Tennessee lawyers are invited to participate in Help4TNDay activities throughout the month of April. Events will bring attention to the ongoing need for free and low-cost legal services and highlight the groups that provide these services to disadvantaged Tennesseans. Opportunities include volunteering to help clients in need through Tennessee Free Legal Answers (TFLA) or at a local legal clinic. The events kick-off this Saturday with a statewide virtual legal clinic, where attorneys across the state will answer questions on TFLA from noon to 2 p.m. Simultaneously, the TBA will host an on-site TFLA Clinic and Luncheon in Nashville. To participate in the TBA event, contact Liz Todaro. Help4TNDay is a joint effort by the Tennessee Supreme Court Access to Justice Commission, the Administrative Office of the Courts, Tennessee Alliance for Legal Services and the Tennessee Bar Association. 
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Tennessee Gym Tax Repeal Passes Legislature

The Tennessee senate on Thursday passed Gov. Bill Lee’s proposal to repeal the state’s amusement tax on smaller-size gym memberships, the Times Free Press reports. Critics of the tax, including the National Federation of Independent Businesses, argue it is unfair and all businesses should be treated the same. The legislative fiscal note cites an estimated $2.5 million loss to local government and the Finance Committee estimated a $6 million loss of revenue.

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Bill Proposing State Historic Tax Credit Under Consideration

A bill that proposes adding a state historic tax credit in exchange for renovating qualified historic buildings is being considered in the Tennessee legislature, Johnson City Press reports. Tennessee is one of 15 states that do not offer a state historic tax credit. The bill proposes tiered economic incentives based on the location of the historical structure. Developers completing qualified rehabilitation work in Davidson and Williamson counties would be eligible to receive up to 10 percent in tax credits. Knox, Hamilton and Shelby counties can receive up to 20 percent, while counties in northeast Tennessee are eligible to receive up to 30 percent. For buildings to qualify for the credit, it must be listed on the National Register of Historic Places or located in a registered historic district and certified by the secretary of the Department of the Interior. Projects would be overseen by the Tennessee Historic Commission and have to meet the Department of Interior’s Standards for Rehabilitation.

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PG&E Creditors Propose $35 Billion Bankruptcy Exit Plan

Pacific Investment Management Co., Elliott Management Corp., and Davidson Kempner Capital Management have been in private discussions with California lawmakers and stakeholders over a $35 billion plan that would allow PG&E Corp. to emerge from bankruptcy within a year, Bloomberg reports. These creditors represent an ad hoc committee of PG&E’s senior unsecured noteholders. Included in their proposal is establishing a $14 billion cash trust to pay claims related to the 2017 and 2018 wildfires. Additionally, the creditors are recommending that California legislators establish a $13 billion statewide wildfire fund to be financed by California utilities, including PG&E, statewide bonds and other state funding sources. Contributions totaling $8 billion would allow the company to recapitalize and refinance its debtor-in-possession loans and other maturities. Creditors would provide around $18.5 billion in funds and the proposal claims to be neutral for consumers and their respective electricity rates. PG&E would be exiting bankruptcy by March 2020 under this proposal. 

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Register Now: 31st Annual TBA Health Law Forum

Register now for the 31st Annual TBA Health Law Forum and the 19th Annual Health Law Primer to take place this October in Franklin The must-see, must-do event for Tennessee health law attorneys, this forum features timely topics designed to up your game and keep you on top of trends in the area. Presentations in this year’s program will include: cyber threats in health care, surrogate decision making, updates with TennCare, cloud-based vendor agreements, reps and warranties, legislative updates, antitrust concerns and much more. Don’t sleep on this opportunity to learn from seasoned practitioners while networking with top players in the field. Here are the key details:
Health Law Primer (introductory program)
When: Wednesday, Oct. 16
Where: Embassy Suites Hotel, 820 Crescent Centre Drive, Franklin
Health Law Forum
When:  Thursday, Oct. 17 – Friday, Oct. 18
Where: Embassy Suites Hotel, 820 Crescent Centre Drive, Franklin
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Purdue Pharma, Oklahoma Reach Settlement, Praised by AG Slatery

Oklahoma has reached a landmark settlement with Purdue Pharma regarding its role in the opioid crisis, The Washington Post reports. This is the first such settlement in the more than 1,600 lawsuits faced by the drug maker, including the case in Tennessee where Knox County Circuit Court Judge Kristi M. Davis struck down Purdue’s motion for dismissal. Tennessee Attorney General Herbert Slatery released a statement praising the action and reaffirmed the state’s commitment to holding Purdue and other manufacturers accountable for possible violations of the Tennessee Consumer Protection Act. In the Oklahoma settlement, Purdue will pay $102.5 million to establish a new foundation for addiction treatment and research, provide $20 million worth of treatment drugs and cover about $60 million in litigation costs.
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Registration Now Open for TBA Convention in Nashville, June 12-15

The TBA's annual Convention returns to downtown Nashville this summer! Mark your calendars for June 12-15 and prepare for four days of CLE, networking, entertainment and more at the Renaissance Hotel, 611 Commerce Street. Registration is officially open, with early bird rates available until April 30.
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Rent-A-Center Terminates Vintage Capital Merger Deal Over Technicality

A Delaware court ruled earlier this month that retailer Rent-A-Center would not have to complete a $1.36 billion merger deal with private equity firm Vintage Capital Management, Reuters reports. Both parties knew the merge could be a lengthy process due to Vintage owning a competing chain of rent-to-own retail stores, so it was agreed that if the deal was not approved by Dec. 17, 2018, either party could give notice that it was unilaterally extending the contract for an additional 90 days. Furthermore, the contract stated that if no notice was given, either side could terminate the deal at will and Rent-A-Center would receive a $126.9 million termination fee guaranteed by Vintage. As both sides worked together to try and close the deal, the Dec. 17 date passed without any notice of extension being sent. The following day Rent-A-Center terminated the deal and was subsequently sued by Vintage. Read the opinion by Delaware Chancery Judge Sam Glasscock III.

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House Passes Business Discrimination Bill

The Tennessee House overwhelmingly approved a bill last week that supporters say would protect people from discrimination and critics call a “license to discriminate," The Nashville Post reports. The bill, carried by Rep. Jason Zachary, R-Knoxville, “prohibits state and local governmental entities from taking discriminatory action against a business based on that business's internal policies.” LGBTQ advocates have been the most forceful opponents of the bill, with Tennessee Equality Project executive director Chris Sanders calling the bill a “clear swipe at the LGBTQ community, since we are not already protected by federal and state law in employment, housing and public accommodations.”
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TSC: Banks Not Protected From Liability After Removing Joint Tenant From Account Without Consent

The Tennessee Supreme Court ruled today a bank that removed an individual from an account held as a joint tenant with right of survivorship without the individual’s permission was not protected from liability. The Court found the plaintiff had sufficiently alleged claims for relief against the bank by asserting that the bank removed his name from the accounts without his consent and breached its duty to him as a co-owner of the accounts by accepting forged signature cards to remove him from the accounts. Justice Cornelia Clark authored the unanimous opinion.
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Peloton Faces $150 Million Music Licensing Suit

The National Music Publishers’ Association has sued exercise bike maker Peloton for $150 million in damages over its improper use of songs, Billboard reports. The suit claims the company used more than 1,000 songs for its streaming exercise classes without obtaining the correct music licenses. CEO John Foley sent a letter to Peloton members on Monday responding to the lawsuit and informing them that classes featuring songs named in the lawsuit would no longer be available.

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SEC Charges Volkswagen, Former CEO

Volkswagen and former CEO Martin Winterkorn have been charged by the U.S. Securities and Exchange Commission for defrauding investors during its diesel emissions scandal, The New York Times reports.  Despite settling with the U.S. two years ago over criminal and civil charges and paying out over $30 billion in penalties, the company is being accused of violating the antifraud provisions of the federal securities laws. The SEC’s complaint involves $13 billion in bonds and other securities and alleges that the company mislead and made false statements to investors about the financial health of the company and the environmental impact of its technology in order to sell securities to investors at inflated prices. The SEC seeks permanent injunctions, repayment of ill-gotten gains, civil penalties and to bar Winterkorn from serving in a corporate officer or director role in the United States.

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Purdue Pharma Considers Bankruptcy

Facing numerous lawsuits over its role in the U.S. opioid crisis, Purdue Pharma is considering filing for bankruptcy, USA Today reports. As the first trial date is nearing in hundreds of lawsuits aiming to hold the company accountable for its role in the nationwide crisis, bankruptcy proceedings would likely pause litigation. A federal bankruptcy judge would have wide discretion on how to proceed with the claims against the company and other drugmakers and distributers. Hundreds of claims from local and state governments that have sued the company could be impacted. While Purdue's role is just one aspect of the litigation, critics assign a lot of blame to the company because it developed OxyContin and pursued an aggressive marketing strategy for the drug. 

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LGBT Law Annual Forum 2019

Register now for the TBA LGBT Law Annual Forum to take place on June 21 at the Tennessee Bar Center in Nashville. Timely topics for this year’s program will include laws concerning conversion therapy, an inside look at Vanderbilt’s Clinic for Transgender Health, ethical considerations regarding discrimination and employment law, ending the day with an LGBT community advocacy panel open to the public. The forum will be held in conjunction with the 2019 Nashville Pride Festival, allowing attendees to take advantage of the fun and activities surrounding the celebration. Don’t miss what guarantees to be an insightful forum and one of the nation’s premier Pride festivals! Here’s the key info:
When: Friday, June 21, registration begins at 11 a.m., CDT
Where: Tennessee Bar Center, 221 Fourth Ave. N., Nashville
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Tennessee Legislature Considers Raising the Smoking Age to 21

There are at least three proposals at the Tennessee legislature that would increase the age to buy tobacco products, including electronic cigarettes, from 18 to 21, WPLN reports. Altria — which owns Philip Morris USA — is backing one of the proposals to raise Tennessee's tobacco age, primarily to address underage vaping. The growth of e-cigarettes among teens has been so rapid that the Centers for Disease Control issued a special warning late last year. Sen. Shane Reeves, R-Murfreesboro, says the only resistance he's found is among a few convenience store owners worried about sales. Tennessee has one of the highest rates of smoking and deaths from related disease.

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Business Law Annual Forum – May 9 in Nashville


Register now for the TBA Business Law Forum 2019.
This program will help business lawyers learn and refresh their knowledge about issues that may arise when drafting an LLC operating agreement. Topics will include an overview of the two extant Tennessee LLC acts and a comparison of those acts with the Delaware LLC Act; other distinctions of Tennessee law that impact the operating agreement; drafting key provisions, including distribution and allocation, employee and member compensation, and exit rights; and ethical considerations for lawyers drafting LLC operating agreements.
When: Thursday, May 9. Registration begins at 9 a.m.
Where: Tennessee Bar Center, 221 Fourth Ave. N., Nashville

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Legislation Affecting Business Law Practice

As the legislative session progresses, many bills of interest to business law practitioners are on the move. Here is a list of notable legislation that has the potential to affect your practice area:

Prohibits state and local governmental entities from taking discriminatory action against a business based on that business's internal policies, regarding health insurance policies, family leave policies, minimum wage policies, or anti-discrimination policies. 

Enacts the "Uniform Power of Attorney Act." Specifies that a power of attorney created under this chapter is durable unless it expressly provides that it is terminated by the incapacity of the principal. Requires a power of attorney to be signed by the principal or in the principal's conscious presence by another individual directed by the principal to sign the principal's name on the power of attorney. Specifies that a signature on a power of attorney is presumed to be genuine if the principal acknowledges the signature before a notary public or other individual authorized by law to take acknowledgments. Specifies requirements for validity of power of attorney. Permits a principal, in a power of attorney, to nominate a conservator or guardian of the principal's estate or guardian of the principal's person for consideration by the court if protective proceedings for the principal's estate or person are begun after the principal executes the power of attorney. Specifies when power of attorney is effective and establishes other requirements for power of attorney. (50 pp)

Authorizes the transmission and filing of nonprofit corporations’ annual reports to the Secretary of State in an electronic format. Authorizes the transmission of the Secretary of State’s list of new nonprofit corporations that were licensed or authorized to operate in the state during the preceding month and the Secretary of State’s list of nonprofit corporations that surrendered their charters, had charters revoke, or ceased to do business in this state, during the preceding month, to the Commissioner of Revenue in an electronic format.  

Reduces the amount in fees charged to a foreign LLC transacting business in the state without a certificate of authority. Exempts from the application of such fees certain foreign LLCs that the state has already granted a certificate of sales and use tax exemption or certificate of registration, or otherwise has formally and in writing acknowledged the company’s authority to conduct business in this state.  

Makes various changes to the “Revised Tennessee Captive Insurance Act,” including allowing captives to get one change of business plan for free each year, allowing captives to hold their capital and surplus in currencies other than U.S. dollars such as cryptocurrency, with the approval of the commissioner, and other changes. 


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Facial Recognition Scanning on the Rise Amid Concerns for Privacy, Accuracy

A new piece in the ABA Journal examines the rise of facial recognition software and addresses the reality that it’s likely here to stay. Prominent examples include the use of facial recognition at Taylor Swift concerts to spot known stalkers of the pop star, plans to add such capabilities to customs inspection areas at Tokyo Narita Airport, as well as numerous uses in retail. Despite advances in the technology, privacy and civil rights groups are concerned that it remains prone to error. A 2018 study, for example, showed a 34 percent error rate in identifying darker-skinned women.
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4 Former Pilot Flying J Account Reps Granted Probation in Fraud Case

Senior U.S. District Judge Curtis L. Collier Jr. has granted Holly Radford, Lexie Holden, Janet Welch and Ashley Judd — all former regional account representatives for Pilot Flying J — probation for their involvement in the Pilot Flying J fraud case, Knoxnews reports. He also ordered all but Holden to perform community service. The women were the final four in the list of 19 former Pilot Flying J executives and support staffers caught cheating customers to face sentencing since federal agents raided the firm’s Knoxville headquarters in April 2013. They cooked the books to hide their bosses' scheme.
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