News

U.S. Supreme Court Rules for Amex in Antitrust Case

The U.S. Supreme Court ruled yesterday that American Express can continue contractually forbidding merchants from encouraging customers to use other credit cards with lower fees, CBS News reports. The case dates to 2010 when the Obama administration and more than a dozen states sued American Express, Visa and MasterCard for anti-steering rules. Visa and MasterCard have since changed their practices. “In this case, we must decide whether Amex’s antisteering provisions violate federal antitrust law. We conclude they do not,” Justice Clarence Thomas wrote in the 5-4 majority opinion. 
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Schedule Time to Read Email

A tip from the TBA Attorney Well-Being Committee

Rather than checking on every e-mail as it arrives, schedule time in your calendar for reading and managing e-mail (and leave e-mail notifications silent during the other times of the day). This will enable you to have focused time for given tasks without constant interruption and distraction.
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More Than 2 million ITINs to Expire This Year

According to the Internal Revenue Service, more than 2 million Individual Taxpayer Identification Numbers (ITINs) are set to expire at the end of 2018. The IRS is urging affected taxpayers to submit their renewal applications soon to beat the rush and avoid refund delays next year.

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Tennessee Supreme Court Gives OK to Modern Methods for Valuing Stock

In a case involving dissenting shareholders forced out of a closely held Nashville corporation, the Tennessee Supreme Court has overruled its prior case law and adopted a standard that allows trial courts to use modern methods to determine the “fair value” of the dissenting shareholders’ stock. The court overruled a 1983 case that required courts to only use the "Delaware Block" method of valuation and adopted a more open approach. However, in the case at hand, Athlon Sports Communications, Inc. v. Stephen C. Duggan et al., the Supreme Court remanded it back to the trial court, as the lower court and other parties may have been operating under the mistaken assumption that Delaware Block was the only valuation method that was available to them.

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Financial Services Firm Secures Patent on Storing Meeting Minutes Using Blockchain

Financial services firm Northern Trust won a patent Wednesday for a method of backing up records of meetings using blockchain technology, according to Coindesk. The method utilizes a series of smart contracts to capture data related to the meeting, including records of who is attending, when the meeting took place and where. This is the latest development in what has developed into a race for blockchain-related patents, with companies such as Alphabet Inc., Google and Bank of America trying to secure blockchain patents of their own. Information on the patent can be found here.

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Timeline for Joint Employment Rule-Making Set

According to Corporate Counsel, National Labor Relations Board (NLRB) chairman John Ring indicated this week that he wants to move quickly to craft joint-employment standards. Ring promised a rule-making process would begin as early as this summer. He also announced the NLRB would initiate a “comprehensive internal ethics and recusal review” to ensure the agency has “appropriate policies and procedures” concerning ethical obligations and recusal requirements.

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Sen. Bob Corker Intends to Advance Legislation on Controversial Tariffs

Sen. Bob Corker on Wednesday morning told President Donald Trump that he plans to go through with his legislation that would stifle Trump's ability to impose controversial tariffs, CNBC reports. Trump said last week that he would not exempt Canada, Mexico and the European Union from tariffs on steel and aluminum imports. The affected nations responded swiftly, stating that they will explore retaliatory measures of their own. Senate Majority Leader Mitch McConnell said Tuesday that he would not take up Corker's tariff bill as separate legislation, however, it may be added as an amendment to other legislation such as the National Defense Authorization Act.

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A Wellness Tip from the Attorney Well-Being Committee

Consider waking 10 minutes earlier so you can incorporate a brief mindfulness meditation into your preparations for the day. Set a timer for 3-10 minutes (depending on how much time you feel you want to use). Begin by sitting in a relaxed and comfortable but dignified and upright position, with your spine and head aligned. Place both feet on the ground, with legs uncrossed, and rest your hands gently on your lap. Gently close your eyes and allow yourself to notice the sensation of sitting in the chair, of your feet on the ground, of your hands resting in your lap.

Gently bring your attention to your breath, slowly taking a deep breath in, pausing briefly, then slowly exhaling. Now repeat this twice and as you do so, observe your breath as it goes in your nostrils and as it exits your nostrils. Sense the flow of air as it moves in and out, and the space between breaths. You may notice the air feels cool as you inhale, but warmer as you exhale.

Return to your normal breathing. Don’t try to change your breath, just continue to observe it, with a sense of curiosity. Allow yourself to feel your body relax and yield to gravity as you sit quietly in your chair, focusing on your breath. Notice any tense areas in your body and with your next breath, imagine it as a cool breeze touching those areas holding tension and as you exhale, release the tension along with the breath. Continue observing your breath.

When thoughts or concerns arise – as they inevitably will – simply acknowledge their presence, without judgment or opinion, and let them pass by while you gently bring your attention back to your breath. There is no need to grab hold of any thought right now -- just allow your breath to guide you back to the present moment.

Our minds will wander, as intrusive thoughts are constantly vying for our attention. When you realize this has happened, simply observe without judgment and gently guide your attention back to your breath. You might find it helpful to label the thought – “worry” “laundry” “clients” – then let it go and return to your breath. Although thoughts and feelings will come and go in the background, you can prevent them from highjacking your attention by simply acknowledging them without judgment, then gently returning to the breath and this present moment.

Julie Sandine is a graduate of Wake Forest School of Law. She serves as the Chair of the TBA Attorney Well-Being Committee.

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Antitrust Regulators Focus on Real Estate Data

The real estate sector is getting fresh scrutiny from U.S. antitrust regulators regarding a proposed centralized system, known as Upstream, that is designed to offer a single point of entry for inputting, managing, and distributing listings at the brokerage level, Bloomberg Law reports. The centralized system has been backed by The National Association of Realtors (NAR). Critics — including Trulia and Zillow — argue the project has the potential to impede competition in the market by placing a large share of valuable real estate data in the hands of one entity controlled by NAR and large brokerages. NAR settled with the U.S. Department of Justice in 2008 on similar issues.

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Judge Refuses Pilot Flying J President’s Request to Fire Lawyer

A judge has ruled that convicted Pilot Flying J executive Mark Hazelwood cannot fire his lawyer yet, Knoxnews reports. Hazelwood blamed his legal representation for his conviction and requested to replace his lawyer. U.S. Magistrate Judge Bruce Guyton pointed out federal rules set a strict procedure for changing attorneys. He also noted that a delay of Hazelwood’s sentencing hearing would push back the hearings of his 19 former subordinates, and therefore would not be an option.
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Tennessee Companies Seek to Join Lawsuit Over Affordable Care Act

Two Tennessee companies have asked to join a lawsuit challenging the constitutionality of the Affordable Care Act, the Nashville Post reports. W.G. Hall, a staffing firm from Knoxville, and Quickway Distribution Services, a transportation company from Nashville, filed a motion to intervene in the case, which is already underway in a Texas federal court. The suit argues that the clause of the ACA requiring companies with 50 or more full-time employees to provide qualified health insurance plans has irreparably harmed them.
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Hamilton County Deputy Sues Restaurant After Finding Cocaine in His Drink

Hamilton County Deputy Ricky E. Wolfe filed a lawsuit yesterday claiming that a Steak n; Shake waitress slipped a bag of cocaine into his drink, the Times Free Press reports. A responding officer reported that the server was caught on security footage planting the drugs. Wolfe is seeking $150,000 from Debo’s Diners, the corporation that operates several Steak n’ Shake locations in Tennessee.
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Judge Tosses Suit Over Zillow ‘Zestimates’

A federal judge has dismissed a lawsuit that claims the real estate website Zillow engages in deceptive business practices by using its “Zestimates” of property values as a marketing tool, the ABA Journal reports. The class action suit filed in Illinois on behalf of state property owners claimed Zillow draws home sellers to its website by posting home value information without permission in effort to connect sellers with real estate agents who pay for Zillow advertising. The judge however found that any marketing purpose behind the Zestimate tool doesn’t qualify under the Illinois deceptive practices law.
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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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White County Man Ordered to Pay $10 Million for Investment Scheme

A White County businessman was sentenced today to three years in prison and ordered to pay more than $10 million in restitution for an investment scheme he ran from 2012 to 2016, the Nashville Post reports. Jeffrey Lynn Gentry pleaded guilty to wire fraud and money laundering charges last year. He convinced more than 50 people to invest $43 million into two businesses he owned.
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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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    Business Court Project Wins Grant to Create Nationwide Curriculum

    The State Justice Institute has awarded the Tennessee Administrative Office of the Courts a Curriculum Adaptation and Training Grant to work with the National Center for State Courts to develop and implement a training curriculum to assist in expanding business court dockets to other areas of the state and to assist other states in creating their own business court dockets. The Tennessee Supreme Court’s Business Court Docket Pilot Project is a specialized court docket that addresses only complex corporate and commercial matters. Since its inception in 2015, the project has been highly successful in Nashville, handling more than 130 cases ranging from breach of contract to copyright infringement to e-discovery in business settings. In December 2017, the Business Court Docket Advisory Commission recommended that the Tennessee Supreme Court formally extend and expand the pilot project throughout the state. In response, the court issued an order that expands the docket by allowing cases to be heard outside of Davidson County.

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    Business Law CLE Looks at Cryptocurrencies

    The Business Law Forum will be held May 3 at the Tennessee Bar Center in Nashville. Topics include an introduction to distributed ledger technology, cryptocurrencies and virtual currencies. Sessions will also address the public policy and regulatory implications of distributed ledger technology and virtual currencies, including ethical considerations. 
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    Memphis Securities Broker Indicted for Embezzling Millions from Pension Fund

    A Memphis-area securities broker-dealer has been indicted on federal charges of embezzling $5.7 million from a Pennsylvania company’s employee pension fund, The Commercial Appeal reports. John Sherman Jumper, the Eads resident listed as CEO of Alluvion Securities, was accused by federal authorities of stealing from the Snow Shoe Refractories Employee Pension Plan for Hourly Employees, which included about 129 active and retired employees of a Pennsylvania company. He was indicted on four counts of wire fraud, three counts of embezzlement from an employee pension benefit plan and five counts of false statements and concealment of fact in pension benefit plan records.
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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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    Wells Fargo to Pay $1 Billion for Consumer Finance Violations

    Wells Fargo has agreed to pay a $1 billion penalty for alleged violations of the Consumer Financial Protection Act, The Wall Street Journal reports. The settlement came from the bank's failures to catch and prevent problems like improper charges to consumers in its mortgage and auto-lending business. The bank also agreed to offer restitution to customers and improve internal practices to prevent future mishaps.
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    Supreme Court Case to Determine Constitutionality of Administrative Law Judge Appointments

    The U.S. Supreme Court on April 23 will hear arguments in Lucia v. Securities and Exchange Commission (SEC), a case that could potentially have a big impact on administrative agencies, The National Law Review reports. In this case, the court will consider arguments – including those from the U.S. Solicitor General – that the way that the SEC’s administrative law judges (ALJs) are appointed violates the U.S. Constitution’s Appointments Clause
     
    SEC ALJs are hired through the government’s civil service process and are not treated as “inferior officers” who are appointed pursuant to the Appointments Clause. Lucia asks whether hiring ALJs this way violates the Appointments Clause, because they have all the hallmarks of an “inferior officer” under Supreme Court precedent, an argument that failed to convince the D.C. Circuit Court. There the SEC argued successfully that its ALJs were not “inferior officers” because they did not issue “final” decisions and did not exercise “significant authority” under federal law.
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    City in China Intends to Replicate the Magic of Music City

    The city of Chengdu, China, is investing hundreds of millions of dollars to build a music-fueled entertainment district in hopes to replicate the magic of Music City, reports The Tennessean. Music Row executives have been hosted on trips where Chengdu officials have unveiled their vision for their own music corridor called the Chengdu Musical Fun District, which includes several new music venues, recording studios, office space to host publishing companies and instrument makers. They were also given presentations of the incentive and rent-reduction programs that the district will offer an array of music businesses that set up shop there.

    The investment will include incentives for music businesses to set up shop in Chengdu, the capital of the Sichuan Province. It is also part of a broader effort in China to invest in copyright and open the nation up to creative commerce that has been undermined by rampant piracy. The two cities have discussed joining through the international Sister Cities program as well.

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    China Warns of Retribution on Possible Tariffs Involving Intellectual Property Violations

    China’s ambassador to the U.S Cui Tiankai has warned his government is ready to hit back just as hard on trade when President Donald Trump announces the details of further action on intellectual property violations, reports Newsweek. Tiankai said if another round of tariffs or similar action is taken by Trump on intellectual property, then China “will certainly take countermeasures of the same proportion and the same scale, same intensity." “For the protection of intellectual property rights, China has been strengthening its efforts, strengthening our legal system, on this particular issue,” Tiankai told Chinese state-run television channel CGTN. “And we are making good progress. We are ready to look at the specific cases if there is any violation of the intellectual property rights ... by whoever. We are ready to deal with these issues in accordance with our own laws. And we are ready for international co-operation in this area.”
     
    The comments come after China responded to the first set of tariffs on Chinese steel and aluminum with its own levies on American food imports. More trade measures against China are likely, as the U.S. responds to an investigation into the impact of intellectual property violations involving the nation. The emerging trade war between the U.S. and China has destabilized stock markets, with investors fearing a battle that harms both economies – the two largest in the world. Trump has used his national security powers to push through tariffs without the need for new legislation.
     
    Consumer technology goods from China are some of the products in the cross-hairs of a $60 billion package of tariffs approved by Trump on March 22. A list of all affected products is due in the coming days. 
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    Judge Rules Emoluments Lawsuit Against Trump Can Proceed

    A federal judge has ruled that Maryland and Washington, D.C., have standing to pursue a lawsuit contending that President Donald Trump violated the Constitution’s emoluments clauses, The Washington Post reports. U.S. District Judge Peter J. Messitte’s ruling narrows the case to Trump’s financial stake in his Washington hotel property, citing examples of government clients from foreign countries patronizing the hotel, possibly to the detriment of taxpayers. The District and Maryland have the standing to sue because they could plausibly claim to have been injured by Trump’s receipt of payments from foreign and state governments, Messitte found.
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