July 2013 Headnotes

Dallas Bar Association

HEADNOTES

Focus Corporate Counsel/Mergers & Acquisitions

July 2013 Volume 38 Number 7

Paula Sweeney: Trial Lawyer of the Year Justice O’Connor Visits Belo

By Lea Dearing

Paula Fisette Sweeney is a smart, compelling trial lawyer, renown for her meticulous attention to detail and trial preparation. Paula has been blazing a trail through the Texas legal community since she was licensed at the age of 23, a time when she was so young that a skeptical judge asked to see her bar card at her first trial. Six short years later, Paula was the youngest Texas lawyer to sit for, and pass, the Board Certification exam in Personal Injury Trial Law. The reasons for Paula’s success are obvious. She is bright, articulate and makes her audience instantly at ease.

She works tirelessly, she never makes excuses, and after 30+ Paula Sweeney years of practice she has seen and heard it all. For her years of dedication to the craft of trying cases and promoting the right to the jury trial, Paula has earned many awards, been invited to sit on many prestigious committees and elected to numerous leadership positions in her field. Among them: • A “Legend of Trial Law” by the DBA • Past President of the Texas Trial Lawyers Association, the Dallas Trial Lawyers Association and the American Board of Trial Advocates (ABOTA)Dallas • Former Governor of the American Association for Justice • Former Director of the State Bar of Texas • Appointed to the Supreme Court Rules Advisory Committee Supreme Court Task Force on Medical Malpractice Discovery and the Jury Charge • “Defender of Democracy Award” awarded by the Common Cause, Texas (2003) • Gene Cavin Award for lifetime achievement in supporting CLE in Texas (2009) • “Best Lawyers in Dallas” by D Magazine and Texas Super Lawyers, Texas Monthly • Top 100 Lawyers; Top 50 Women Lawyers, Texas Monthly Magazine • She is featured in the publications Best Lawyers in America, Who’s Who in American Law, The Bar Register of Preeminent Lawyers and in the Million Dollar Arguments audiotape series.

Paula also taught trial advocacy at Southern Methodist University School of Law from 19871990, sat as a faculty member at the National Institute of Trial Advocacy, Southwestern Region from 1988-1990, and is a regular author and lecturer.

Paula was destined for the courtroom, and fortuitous encounters with the right people at the right time catapulted her down that path. As a student at the University of Dallas, Paula was contemplating paralegal school until Gail Thomas stopped her in the hallway one afternoon and planted the seed of heading to law school. Even then Paula knew she wanted to dedicate her life to helping combat the injustices in the world, and studying the law appealed to her; she enrolled at SMU. In law school, Paula had the good fortune to partner with Mark Hasse in Moot Court. In addition to being a great co-counselor, Mark was interning with Windle Turley and introduced Paula to the Turley Law Firm. Paula was looking for experience, a broke law student, and Windle’s firm was close enough to campus so she could maximize her work hours. The shoe fit. Paula was hired as an intern and she worked her way through law school under the

tutelage of Sylvia Demarest.

Sylvia recalls a trial where the process server could not get a trial subpoena served on a key witness. Sylvia sent her tenacious young intern instead, and it was no surprise that Paula returned to the courthouse with the witness in tow, only moments before Sylvia was going to be forced to rest her case without him. Sylvia’s description of Paula resonates with everyone who has had the pleasure of meeting her: “Paula has all the tools to be a good lawyer— smart, great speaker, great personality, but she also has the unrelenting determination and drive and that makes her a great trial lawyer.”

Mr. Turley recalls that even as a law student, Paula stood out. “She was always outgoing and smiling which made clients comfortable, she was really smart and could put all the pieces of a case together, and she truly loved helping people.” It was no surprise Paula was hired to work in the firm’s medical malpractice group as soon as she passed the bar.

In 1995, Paula joined forces with John Howie, to form Howie & Sweeney, with whom she practiced until John passed away in 2002. Paula is now teaming up with another great group of trial lawyers at Slack & Davis and continues her crusade for the “little guy”: advocating for those suffering injuries from defective medical devices, prescription drugs, product failures and aviation accidents.

In 2012, Paula partnered with Ladd Sanger, and then Mark Pierce and Mike Davis on two separate cases that both made the 2012 Top Texas Verdicts list. The plaintiffs were awarded verdicts of $2.5 million in an aviation accident dispute and $3.7 million in a motor vehicle accident case. Paula reflects that the camaraderie of a great, single-minded trial team has been one of the greatest take-aways from her relationship with Slack & Davis. In Paula’s words, she is “having a ball.”

Paula admits there is a fine line between genius and insanity when it comes to trying cases, especially in regard to a lawyer’s approach to cross examination—an area where Paula is universally praised for her skill. Paula cautions young lawyers to remember that they have to win each little point for the case to add up, but to never lose sight of the forest for all the trees.

Helping the underdog, righting wrongs and getting in front of a jury keep Paula as determined and dedicated today as she was in her first few years of practice. Paula believes deeply in the value of a jury system and a panel’s ability to get it right, even if occasionally that means they do not rule in her client’s favor. Through her work with ABOTA, Paula works to do more than just “protect” the jury trial; she is striving to enhance it through common sense reforms like giving jurors easier access to the courthouse through reduced parking and transportation costs, among other initiatives.

Judge Craig Smith, who worked with Paula in her Turley days, emphasized that while Paula has all the tools, “what really sets her apart is that she is truly, truly prepared. Paula knows her subject, her case and her clients, as well as her opposition. She is a true professional.”

Paula is a fearless advocate, a champion of the jury system, and, just in case, she always carries her bar card. Congratulations to Paula on this welldeserved award. The award will be presented at the Bench Bar Conference, held September 26-28 at HN the Horseshoe Bay Resort Marriott.

Lea Dearing is an associate at Munsch Hardt and is Co-Chair of the DBA Publications Committee. She can be contacted at ldearing@munsch.com.

Inside 6

How D&O Insurance Factors into M&A Transactions

10 Bar None XXVIII: “Downton Att’y” 13 Sandbagging: Who is Bludgeoning Whom?

On June 12, retired United States Supreme Court Justice Sandra Day O’Connor visited the Belo Mansion and gave a presentation on her iCivics Program. More than 650 people were in attendance at the event, which was hosted by the DBA Tort & Insurance Practice Section, Appellate Law Section, Corporate Counsel Section, Business Litigation Section and Trial Skills Section, Cooper & Scully, P.C. and Shannon Gracey, LLP. Pictured (left to right) are Judge Patrick Higginbotham, who moderated the program; Justice O’Connor and Frank Giunta, TIPS Chair.

The SEC and Social Media

by Douglas W. Clayton

On April 2, 2013, the Securities and Exchange Commission (SEC) issued a report with respect to its investigation into whether or not Netflix, Inc. and its Chief Executive Officer, Reed Hastings, violated SEC regulations by virtue of Mr. Hastings’ disclosure of information about Netflix via his personal Facebook account.

The SEC chose not to pursue enforcement action against Netflix or Mr. Hastings, but the report is a reminder to all publicly traded companies and their representatives who use social media that any use of social media must comply with SEC disclosure rules. The SEC report also explains that publicly traded companies may disclose company information via social media so long as the investing public has been given notice that the company plans to use social media to disclose information and provides instructions on how to access such social media.

Regulation FD and Selective Disclosure

Netflix and Mr. Hastings were alleged to have been in violation of the SEC’s Regulation FD (Fair Disclosure). Regulation FD was adopted in 2000 in response to concerns that some publicly traded companies were making material, non-public infor-

mation available to favored analysts and stock market participants before making such information available to the investing public. The SEC perceived that such selective disclosure was unfair to investors that did not receive the information and could cause an erosion of investor confidence in the securities markets.

Regulation FD requires that whenever a publicly traded company or a person acting on its behalf discloses material, non-public information to securities market professionals or to stockholders of the company, the company must also publicly disclose such information. If the disclosure to the securities market professional or stockholder is intentional, the public disclosure must occur simultaneously with the private disclosure. If the selective disclosure is unintentional, Regulation FD requires the company to promptly thereafter make public disclosure of such information.

Public Disclosure and 2008 SEC Release

A company can comply with Regulation FD’s public disclosure requirements by furnishing or filing the information on a Form 8-K with the SEC or by using any other method to disseminate the information that is “reasonably designed to provide continued on page 9

2 He a d n o t e s l D a l l a s B a r A s s o ciation

Calendar

July Events

JULY 12-NORTH DALLAS** Noon

Visit www.dallasbar.org for updates on Friday Clinics and other CLEs.

FRIDAY CLINICS

“UCC Enforcement Rights,” Jack Bird and Ted Smith. (MCLE 1.00)* At Two Lincoln Centre, 5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240. Parking is available in the Visitor’s Lot located in front of the entrance to Two and Three Lincoln Centre. There are several delis within the building. Food is allowed inside the Conference Center. Thank you to our sponsor Underwood Perkins, P.C. RSVP to kzack@dallasbar.org.

JULY 19-BELO Noon

“Noncompetes in Texas: Where are the Battle Lines Now?” Monica Latin. (MCLE 1.00)* RSVP to kzack@dallasbar.org.

MONDAY, JULY 1 No DBA Events Scheduled

TUESDAY, JULY 2 No DBA Events Scheduled

WEDNESDAY, JULY 3 No DBA Events Scheduled

5:15 p.m. Legalline. Volunteers welcome. Second floor Belo.

5:30 p.m. Bankruptcy & Commercial Law Section

“Stern v. Marshall: Two Years Later,” Eli Columbus and Richard H. London. (Ethics 1.00)*

THURSDAY, JULY 11 Noon

THURSDAY, JULY 4

DBA Offices Closed in Observance of Independence Day

FRIDAY, JULY 5 No DBA Events Scheduled

MONDAY, JULY 8 Noon

Alternative Dispute Resolution Section “Legislative Report on Mediation 2013–2015 and Update on DCDRC Activities at Courthouse,” Mike Amis, Othel Bursey and Judge Martin Hoffman.

(MCLE 1.00)* Real Property Law Section “Conservation Easements,” Joel N. Crouch.

(MCLE 1.00)*

Family Law Section Board Meeting

Publications Committee

DAYL Freedom Run Committee

Dallas Asian American Bar Association

6:00 p.m. J.L. Turner Legal Association

FRIDAY, JULY 12 Noon

Tort & Insurance Practice Section “Preservation of Error for Appeal,” Steve Gibson, Kirk Pittard, Scott Stolley and Judge Mark Greenberg, Moderator. (MCLE 1.00)*

Entertainment Committee

Morris Harrell Professionalism Committee

Dallas Bar Foundation Board of Directors Meeting

DAYL Lawyers Promoting Diversity Committee

Trial Skills Section “iPad Skills for Trial Lawyers,” Quentin Brogdon and Tom Mighell. (MCLE 1.00)*

Minority Clerkship Luncheon. Panelists include Angelina LaPenotiere, Mandy Price, Sarah Rogers, Jennifer Wang and Shonn Brown, moderator.

Learn about the broad range of opportunities in Dallas. RSVP to bavina@dallasbar.org.

WEDNESDAY, JULY 10 Noon

Family Law Section “2013 Legislative Update: What Did They Really Do This Time,” Jeff Coen. (MCLE 1.00)* Solo & Small Firm Section Topic Not Yet Available

Bench Bar Conference Committee

Public Forum Committee

DAYL Lunch & Learn CLE. For more information, contact cherieh@dayl.com.

DAYL Judiciary Committee

Friday Clinic-North Dallas** “UCC Enforcement Rights,” Jack Bird and Ted Smith. (MCLE 1.00)* At Two Lincoln Centre, 5420 Lyndon B. Johnson Frwy., Ste. 240, Dallas, TX 75240. Parking is available in the Visitor’s Lot located in front of the entrance to Two and Three Lincoln Centre. There are several delis within the building. Food is allowed inside the Conference Center. Thank you to our sponsor Underwood Perkins, P.C. RSVP to kzack@ dallasbar.org.

6:00 p.m. DAYL Board of Directors Meeting

11:30 a.m. House Committee Walk Through

Judiciary Committee “Positive Practices for Dispositive Motions: Three Judges Discuss New Rule 91a, Motions for Summary Judgment and Motions for Default Judgment,” Hon. Carlos Cortez, Hon. King Fifer and Hon. Jim Jordan. (MCLE 1.00)*

TUESDAY, JULY 9 Noon

Jul y 2013

Courthouse Committee “Courtroom Technology Boot Camp at the George Allen” Judge Martin Hoffman. (MCLE 1.00)* Located in Judge Hoffman’s courtroom at the 68th District Court.

MONDAY, JULY 15

TUESDAY, JULY 16 Noon

Antitrust & Trade Regulation Law Section “Trying a Class Action Case,” Barry Barnett.

(MCLE 1.00)*

International Law Section Topic Not Yet Available

Community Involvement Committee

DAYL Elder Law Committee

WEDNESDAY, JULY 17 Noon

Health Law Section “The Fundamentals and Complexities of ACOs,” Raymond King, Martin Merritt and Rachel V. Rose.

(MCLE 1.00)*

American Immigration Lawyers Association

WENDESDAY, JULY 24 Noon

Sports & Entertainment Law Section “Ethical Guidelines to the Agent Recruiting Process,” Scott Casterline. (Ethics 1.00)*

Juvenile Justice Committee

DVAP New Lawyers Luncheon. Contact reedbrownc@lanwt.org for more information.

DAYL CLE. For more information, contact cherieh@dayl.com.

THURSDAY, JULY 25 Noon

Collaborative Law Section Topic Not Yet Available

5:15 p.m. Legalline. Volunteers welcome. Second floor Belo.

Criminal Law Section Topic Not Yet Available

THURSDAY, JULY 18

Environmental Law Section “Climate Change—Past & Present,” Robert P. Smith, Ph.D., P.E. (MCLE 1.00)*

Mentoring Committee

DBA Community Service Fund Board Meeting

Pro Bono Activities Committee

8:00 a.m. Energy Law Section Seminar

28th Annual Review of Oil & Gas Law. Two-day event. For more information, contact Sandra Anderson at (214) 259-1871. Register online at www.reviewofoilandgaslaw.com.

Noon

Appellate Law/Business Litigation Sections “Economy, Clarity & Persuasion: What all Legal Writers Need,” Prof. Paul Hendrickson. (MCLE 1.00)*

FRIDAY, JULY 26

Media Relations Committee

Noon

Minority Participation Committee

Intellectual Property Law Section “Copyright and Patent Exhaustion: New Aspect from the Supreme Court,” Thomas Kelton. (MCLE 1.00)*

Christian Legal Society

DAYL CLE Committee

DAYL Animal Welfare Committee

Dallas Gay and Lesbian Bar Association

Dallas Volunteer Attorney Program “How to Do a Pro Bono Divorce,” Noon-4:00 p.m.

(MCLE 4.00, Ethics 0.50)* Sponsored by DVAP, DAYL, SBOT Family Law Section, TYLA and Family Law Cares

9:00 a.m. Christmas in July Donation Drop Off

3:30 p.m. DBA Board of Directors Meeting 5:00 p.m. DAYL Dinner & Dialogue. For more information contact cherieh@dayl.com.

FRIDAY, JULY 19

8:00 a.m. Energy Law Section Seminar

28th Annual Review of Oil & Gas Law. Two-day event. For more information, contact Sandra Anderson at (214) 259-1871. Register online at www.reviewofoilandgaslaw.com.

Noon

Friday Clinic-Belo “Noncompetes in Texas: Where are the Battle Lines now?” Monica Latin. (MCLE 1.00)* RSVP to kzack@dallasbar.org.

MONDAY, JULY 22 Noon

Noon

Labor & Employment Law Section “The NLRB is Hot!” Martha Kinard. (MCLE 1.00)*

Senior Lawyer Committee “Mentoring: How Mature Lawyers Can Best Understand the Needs of Newer Lawyers and be a More Effective Leader and Counselor,” Cynthia Pladziewicz. (MCLE 1.00)*

Noon

Securities Section “Cybersecurity and Securities Law Issues: What You Need to Know,” Will Daugherty and Robert Wallace. (MCLE 1.00)* Criminal Justice Committee

TUESDAY, JULY 23 Courthouse Committee

MONDAY, JULY 29 Noon

Legal Ethics Committee “Ethics of Keeping Client Data in the Cloud,” Peter Haskel. (Ethics 1.00)*

DAYL Solo & Small Firm Committee

TUESDAY, JULY 30 Noon

Lawyer Referral Service Committee

Speakers Committee

DAYL Aid to the Homeless Committee

6:00 p.m. Dallas Hispanic Bar Association

WEDNESDAY, JULY 31 Noon

DAYL Equal Access to Justice Committee

Municipal Justice Bar Association

No CLE in August. Belo will be closed for building renovations.

Dallas Minority Attorney Program

On April 21, the DBA presented the Dallas Minority Attorney Program, which is designed to meet the unique challenges facing the minority or female attorney practicing in the small firm or as a solo practitioner. In attendance were (left to right) Michele Wong Krause and Rhonda Hunter, event organizers; David Chaumette, Houston Bar President; Lydia Clay, President, Texas Criminal Defense Lawyers Association; Jeronimo Valdez, of Valdez | Washington LLP; and Carlos Morales, DHBA Immediate Past President.

If special arrangements are required for a person with disabilities to attend a particular seminar, please contact Cathy Maher at 214/220-7401 as soon as possible and no later than two business days before the seminar.

All Continuing Legal Education Programs Co-Sponsored by the DALLAS BAR FOUNDATION. *For confirmation of State Bar of Texas MCLE approval, please call Teddi Rivas at the DBA office at 214/220-7447. **For information on the location of this month’s North Dallas Friday Clinic, contact KZack@dallasbar.org.

Jul y 2 0 1 3

D al l as Bar A ssoci ati on l Headnotes 3

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4 He a d n o t e s l D a l l a s B a r A s s o ciation

Jul y 2013

Headnotes

President's Column

Mentoring Makes a Difference By sally crawford

I am very pleased to report that the Dallas Bar Association was honored to receive the State Bar of Texas Award of Merit for having the best overall programs. This is the highest award a bar association can receive from the State Bar. We also received the Partnership Award from the American Bar Association for the Diversity Summit we hosted in October of 2012. The ABA committee said the program demonstrated the longstanding commitment of the DBA to a diverse legal profession and our continuing efforts to grow and sustain the pipeline of diverse professionals. Kudos to 2012 DBA President Paul Stafford whose vision created the Diversity Summit and to 2004 DBA President Rhonda Hunter who chaired the program committee, as well as all of those who served on the committee. I am happy to report that we also received awards for six Headnotes articles in the areas of professionalism, volunteerism and substantive family law issues. Of course this is not the first time that our bar has received recognition for its many outstanding programs and publications.

What makes the Dallas Bar such an outstanding organization?

Is it the members, the leadership, the staff, the programs? Or is it something that all of these have in common? I would argue that it is the willingness of our members, leadership and staff to support, trust, teach, develop, respect, befriend and help each other through personal relationships and programs that make the DBA an award winning organization. In other words, the willingness to mentor and be mentored by others makes all the difference.

To appreciate how and why mentoring has such a positive influence on our organization, we need to consider what mentoring is and what it does. A mentoring program or relationship is designed to help develop professional skills; to provide an opportunity for sharing knowledge and understanding; to foster the development of leadership skills, ethical behavior and self confidence; to help an individual raise awareness of his or her potential and opportunities; to help determine personal values and goals; and develop a sense of purpose and belonging to a group or organization. I am sure others could come up with a better list of what defines mentoring, but these are the things that come to my mind when I think of the mentor relationships I have had over the years, both as a mentor and as a mentee. In fact, as I think back, it is sometimes difficult for me to distinguish between my role and benefit as the mentor or the mentee in those relationships. It is definitely a symbiotic relationship from which both parties benefit and one for which we never outgrow the need. We are never too old or too young to be a mentor or a mentee.

There are so many examples of formal and informal mentoring in the Dallas Bar that it is hard to know where to start. One thing is certain, the bar programs do not just impact the lives of our members but they also impact the community and our future members. Various bar committees organize and sponsor mentor programs for students from elementary school through law school. The Community Involvement Committee participates in a program through the Trinity River Mission to read to and mentor non-English speaking children who need assistance with homework and computers. This committee also participates in a program for preschool at-risk children to teach them English and pre-reading skills through the Mi Escuelita Reading Program. The Juvenile Justice Committee organizes volunteers to tutor and serve as role models for young students who are confined to the Henry Wade Justice Center. The Law in the Schools and Community Committee organizes volunteers to speak to DISD elementary school, middle school and high school students each year about the law and its impact on their lives.

The Summer Law Intern Program Committee organizes a program to place high school students between their junior and senior year in internships in law firms or law departments for a four to eight week period. These students are mentored by the lawyers and staff of their employers, receive training about our judicial system, and are encouraged to stay in school, go on to college and consider the law as a career. Many students stay in touch with their employers/mentors throughout their college years. Another award winning program sponsored by the Dallas Bar is the high school Mock Trial Competition. The Mock Trial Committee is responsible for organizing and

administering the statewide high school mock trial program which was established in 1979. An amazing number of hours are committed by lawyers and judges on this committee to organize this program which involves approximately 200 Texas schools each year and involves over 2,000 students annually. The students in the Dallas area are coached and mentored by a large number of DBA members who commit hundreds of hours each year to the students. The volunteers and students often develop long term relationship and many of the student participants go on to law school.

While the DBA provides many opportunities for its members to mentor DISD students, there are also programs for mentoring law students and lawyers. The Senior Lawyers Committee sponsors a mentoring program for young lawyers or lawyers in transition by matching a seasoned lawyer with a mentee in an informal mentoring setting.

The Transition to Law Program, which also has received statewide recognition, is a more formal mentoring program that matches a seasoned lawyer with a young lawyer for a one year period during which the mentors and mentees attend organized CLE programs focused on topics of interest to young lawyers. The program also encourages the mentors and mentees to meet outside of the CLE programs to develop the mentoring relationship. These mentor relationships typically continue long after the formal program is completed. The Minority Participation Committee also sponsors opportunities for seasoned lawyers to meet with young lawyers and law students to discuss career opportunities and obstacles faced by those entering the legal profession today.

I have participated in many of these DBA programs, as well as in the Amachi program which was initiated by Christina Melton Crain in 2009 when she was president of the bar. Amachi is a Big Brother/Big Sister program for children who have a parent or immediate family member who is incarcerated. I have served as a mentor to both undergrad and law students, as well as young lawyers, who have reached out or been referred to me by others. I also had the opportunity of being mentored by Robert “Bob” Estep, a retired Jones Day partner and one of the finest lawyers I have ever had the privilege of knowing. It is impossible to describe how much these relationships have enriched my life. And while sometimes having lunch with a law student or associate or planting flowers with a 10 year old does not seem like it is important, you never know how what you say or do may impact the life of another person.

All of the formal programs mentioned above, while organized and supported by various committees of the bar, represent just a small portion of the mentor/mentee relationships in which Dallas Bar members participate. And while many mentor relationships are born out of these programs, perhaps their real value is to teach us how important it is to reach out and help others. Mentoring, whether through formal or informal programs, has a tremendous influence on the lives of both the mentor and the mentee.

Recently The Texas Law Book featured an article about Jim Coleman entitled “The Mentor: Jim Coleman Turns 90.” In the article many prominent lawyers were quoted about their experiences with Jim Coleman and how he helped them during their careers or served as a role model or mentor for them. While his role as a mentor may not have arisen out of formal mentor programs, Jim clearly had and continues to have a significant impact on the lives of lawyers both inside and outside of his firm and others in the community. His willingness to mentor and help others is one of the things that makes Jim one of the most respected lawyers in the profession. And it is DBA members like Jim, and others who follow his example, that make the DBA the outstanding organization that it is.

We all have the opportunity to make an impact on the lives of those around us, whether it is through formal mentoring programs established by the bar or programs established in our respective firms or offices or through informal opportunities. You never know when you may have the opportunity to impact a life by mentoring, even in a small way, a student, professional or other member of the community. Like Jim Coleman, I feel blessed to have had the opportunity to be a part of our great profession and it is an honor to be able to give back to the profession and the community through mentoring others HN when the opportunity arises.

Published by: DALLAS BAR ASSOCIATION 2101 Ross Avenue Dallas, Texas 75201 Phone: (214) 220-7400 Fax: (214) 220-7465 Website: www.dallasbar.org Established 1873 The DBA’s purpose is to serve and support the legal profession in Dallas and to promote good relations among lawyers, the judiciary, and the community.

OFFICERS President: Sally L. Crawford President-Elect: Scott M. McElhaney First Vice President: Brad C. Weber Second Vice President: Jerry C. Alexander Secretary-Treasurer: John A. Goren Immediate Past President: Paul K. Stafford Directors: A. Shonn Brown (At-Large), Rob Crain (Chair), Wm. Frank Carroll, Hon. King Fifer (Judicial At-Large), Laura Benitez Geisler, Hon. Martin Hoffman, Michael K. Hurst (Vice Chair), Michele Wong Krause, Angelina LaPenotiere (President, Dallas Hispanic Bar Association), Karen McCloud, Christina McCracken (At-Large), Mandy Price (President, J.L. Turner Legal Association), Sarah Rogers (President, Dallas Association of Young Lawyers), Mary Scott, Scott Stolley, Diane M. Sumoski, Robert L. Tobey, Aaron Tobin and Jennifer Wang (President, Dallas Asian American Bar Association).

Advisory Directors: Tatiana Alexander (President-Elect, J.L. Turner Legal Association), Mey Ly (President-Elect, Dallas Association of Young Lawyers), Sakina Rasheed (PresidentElect, Dallas Asian American Bar Association) and Elisabeth A. Wilson (President-Elect, Dallas Hispanic Bar Association).

Delegates, American Bar Association: Rhonda Hunter, Hon. Douglas S. Lang Directors, State Bar of Texas: Lawrence Boyd, Frank Carroll, Andy Payne, Tino Ramirez and Ike Vanden Eykel HEADNOTES Executive Director/Executive Editor: Catharine M. Maher Communications/Media Director & Headnotes Editor: Jessica D. Smith In the News: Judi Smalling Art Director: Thomas Phillips Display Advertising: Jessica Smith Classified Advertising: Judi Smalling PUBLICATIONS COMMITTEE Co-Chairs: Dawn Fowler and Lea Dearing Vice-Chair: Jared Slade Members: Timothy Ackermann, Kevin Afghani, Vincent Allen, Natalie Arbaugh, Favad Bajaria, Matthew Baker, Martha Beard-Duncan, Jody Bishop, Lisa Blackburn, Jason Bloom, Eric Blue, Bobby Braxton, Kandice Bridges, William Brown, Eliot Burriss, Stacie, Cargill, Lance Caughfield, Sally Crawford, James Crewse, Joel Crouch, G. Edel Cuadra, Walter Dean, David Dodds, Adam Dougherty, David Dummer, Paul Garrett, Megan George, Jenny Givens, Jennifer Gjesvold, Melanie Glover, James Gourley, Virginia Greenberg, Jerry Hall, Susan Halpern, William Hammel, Jeremy Hawpe, Zachary Hilton, Kelli Hinson, Zachary Hoard, Tyler Hokanson, James Holbrook III, Ezra Hood, Mary Louise Hopson, Dyan House, Michael Hurst, Michelle Jacobs, Jessica Janicek, Taylor Jerri, Soji John, Douglas Johnson, Yoon-Joo Jung, Adam Kielich, Robert Kisselburgh, Lissa Kivett, Michelle Koledi, Susan Kravik, Shruti Krishnan, Norman Lofgren, Mallory Loudenback, Sixuan Lu, Margaret Lyle, Andrew Mayo, Ashley Mayya, Jennifer McCollum, Scott McElhaney, Elizabeth McShan, John McShane, Paige Montgomery, Nick Nelson, Yvette Ostolaza, Seth Phillips, Kirk Pittard, Irina Plumlee, Laura Anne Pohli, Robert Ramage, Gabriel Reyes, Morgan Richards, Carl Roberts, Richard Salgado, Brendan Sansivero, Brooke Schultz, Isabel Segarra, Yon Sohn, Thad Spalding, Paul K. Stafford, Jacob Stasny, Jeanette Stecker, John Stevenson, Scott Stolley, Brian Stork, Michael Sukenik, Christine Tamer, Kristopher Tate, Robert Tobey, Pryce Tucker, David Urteago, Peter S. Vogel, Suzanne Westerheim and Andrew Wirmani DBA & DBF STAFF Executive Director: Catharine M. Maher Accounting Assistant: Shawna Bush Communications/Media Director: Jessica D. Smith Controller: Sherri Evans Director of Community Services: Alicia Hernandez Events Coordinator: Rhonda Thornton Executive Assistant: Mary Ellen Johnson Executive Director, DBF: Elizabeth Philipp LRS Program Assistant: Biridiana Avina LRS Interviewer: Marcela Mejia Law-Related Education & Programs Coordinator: Amy E. Smith Membership Coordinator: Kimberly Watson Projects Coordinator: Kathryn Zack Publications Coordinator: Judi Smalling Receptionist/Staff Assistant: Teddi Rivas DALLAS VOLUNTEER ATTORNEY PROGRAM Director: Alicia Hernandez Managing Attorney: Michelle Alden Volunteer Recruiter: Chris Reed-Brown Paralegals: Whitney Breheny, Miriam Caporal, Tina Douglas, Andrew Musquiz, Carmen Perales Program Assistant: Patsy Quinn Copyright Dallas Bar Association 2013. All rights reserved. No reproduction of any portion of this publication is allowed without written permission from publisher.

Headnotes serves the membership of the DBA and, as such, editorial submissions from members are welcome. The Executive Editor, Editor, and Publications Committee reserve the right to select editorial content to be published. Please submit article text via e-mail to jsmith@dallasbar.org (Communications Director) at least 45 days in advance of publication. Feature articles should be no longer than 750 words. DISCLAIMER: All legal content appearing in Headnotes is for informational and educational purposes and is not intended as legal advice. Opinions expressed in articles are not necessarily those of the Dallas Bar Association.

All advertising shall be placed in Dallas Bar Association Headnotes at the Dallas Bar Association’s sole discretion.

Headnotes (ISSN 1057-0144) is published monthly by the Dallas Bar Association, 2101 Ross Ave., Dallas, TX 75201. Non-member subscription rate is $30 per year. Single copy price is $2.50, including handling. Periodicals postage paid at Dallas, Texas 75260.

POSTMASTER: Send address changes to Headnotes, 2101 Ross Ave., Dallas, TX 75201.

Jul y 2 0 1 3

D al l as Bar A ssoci ati on l Headnotes 5

The Bands Are Lined Up for Law Jam 4 Saturday, August 17, 2013 Doors open at 5:30 p.m.

Music starts at 6:00 p.m.

The Granada Theater Lower Greenville Avenue

Listen to great music by lawyer bands:

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6 H e a d n o t e s l D a l l a s B a r A s s o ciation

Focus

Jul y 2013

Corporate Counsel/Mergers & Acquisitions

How D&O Insurance Factors into M&A Transactions

by Kara Altenbaumer-Price

With dozens of moving parts, mountains of documents in due diligence, and thousands of hours of legal work, the role of insurance in planning for negotiating and securing M&A transactions may often get lost. However, this critical part of any M&A transaction can both help close deals and protect the parties involved to ensure a smoother road after the closing.

Planning for Tail Insurance

In a typical M&A transaction, the seller company will cease to exist in whole or in part upon closing. Its D&O insurance policy will also cease to exist in its current form. However, the liabilities of the selling entity will not cease, particularly those liabilities arising from the decision to enter the deal. A necessary part of the M&A process must be the consideration of tail—or runoff—insurance for the selling entity and its officers and directors. Tail insurance provides coverage for wrongful acts that occurred prior to the closing—whether they are related to the closing or not—but that have not yet been brought as claims.

It is important to select a policy term that is longer than the statute of limitations for

any potential claims; most entities purchase six-year tail policies to be well outside of five-year statutes of limitations that exist under certain federal statutes.

Additionally, steps may need to be taken to ensure the newly-acquired entity is covered under the buyer’s D&O policy for wrongful acts that occur after the deal close.

While this may be automatic for acquisitions that are under a certain threshold in comparison to the market cap of the buyer, larger acquisitions may require the new subsidiary to be formally added to the policy or for additional underwriting and premiums to be paid.

Use of Reps & Warranties Insurance to Close a Deal

An essential part of any M&A negotiation is the representations and warranties the parties provide in the course of the deal. It is no secret that problems with these representations and warranties and indemnity requirements can end a deal. Reps & Warranties Insurance can create a necessary bridge between a large escrow and broad reps and warranties desired by a buyer and the small escrow and limited reps and warranties desired by a seller and enable deal closure.

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For buyers, Reps and Warranties Insurance can be used to extend indemnification from the seller in a deal either longer than any escrow deadlines or above any escrow amounts. It can help provide assurance to a buyer that someone will be there should issues be discovered after closing and gives buyers more time to detect and report problems after purchase. For sellers, Reps and Warranties Insurance can enable a seller to exit the deal sooner and with more clarity by freeing up cash that might otherwise be tied up in escrow.

Bump-up Claims and D&O Insurance

Statistics show that roughly 50 percent of all M&A transactions result in litigation.

The percentage is even greater for large deals and those involving public companies. While some of these suits seek to stop the deal, many demand the deal be sweetened. These suits are often called “bump up” claims because they are designed to “bump up” the price of shares purchased from the selling company’s shareholders by the buyer entity. While defense of these suits is generally covered by D&O insurance policies, the increased consideration—or “bump up”—is usually excluded from D&O cov-

erage. While claims against officers and directors for breach of fiduciary duty in relation to the deal or deal negotiations are not technically excluded by a “bump up” exclusion, insureds are often hard-pressed to win an argument with a carrier that the settlement was not an increased consideration and thus uncovered.

Because the frequency of M&A litigation has risen so dramatically and because there has been little dispute that defense costs are covered for such suits, D&O carriers have been inserting separate M&A deductibles into many company’s 2012 and 2013 insurance renewals. These deductibles are often substantially higher than the standard deductible under the policy and provide that if a claim relates to an M&A transaction, an alternate higher deductible will apply. While it may be tough to avoid a separate M&A deductible, companies should review such provisions carefully to ensure that the deductibles apply only to “bump up” and similar claims and do not serve to exclude other types of litigation that can arise in relation to the deal, such as HN for integration issues.

Kara Altenbaumer-Price is Vice President and Management & Professional Liability Counsel at USI Insurance Services. She can be reached at kara.altenbaumer-price@usi.biz.

Judicial Investiture at Belo

Monday, July 29, Noon at Belo “Ethics of Keeping Client Data in the Cloud” Speaker: Peter Haskel Presented by the Legal Ethics Committee

The Judicial Investiture for Hon. Monica Purdy, Associate Judge, Civil District Courts (shown with Chief Justice Carolyn Wright (left) and DBA President Sally Crawford (right)) was held May 28 at the Belo Mansion.

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3:05 PM

D al l as Bar A ssoci ati on l Headnotes 7

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Kelly McClure is a passionate advocate of the collaborative approach to lessen the emotional and financial damage courtroom battles can bring. She is Board Certified in Family Law, and is recognized for her leadership repeatedly – earning D Magazine’s Best Family Lawyer nine times among numerous other honors.

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8 He a d n o t e s l D a l l a s B a r A s s o ciation

Focus

Jul y 2013

Corporate Counsel/Mergers & Acquisitions

Homeland Security Dangers During Mergers and Acquisitions

by Dustin J. O’Quinn

Form I-9 Compliance Pitfalls During M&A Deals

Merger and acquisition deals involve risks with respect to immigration laws that are often overlooked, as most M&A attorneys are not immigration or employment law experts. A new “employer” is created on the effective date of a merger or acquisition according to the Department of Homeland Security (DHS); and that employer may be exposed to criminal and civil penalties it never considered.

DHS’ Immigration and Customs Enforcement has made significant increases to its Form I-9 (employment eli-

gibility verification) enforcement activities. In 2012, ICE initiated more I-9 audits, increased its investigations, imposed more fines, and made more arrests than it has in four years. When ICE initiates a Form I-9 audit, the employer has three business days to produce all Forms I-9 and a subsequent 10 days to correct any technical errors. Each substantive error or uncorrected technical error subjects the employer to a fine that ranges from $110 to $16,000 per violation. If a substantial percentage of the forms have errors, the paperwork fines can be increased significantly. Furthermore, company personnel and owners who know about or conspire to employ unauthorized workers are subject to serving time in prison.

During an M&A deal, companies can take certain steps to protect themselves from such penalties, and from inheriting the I-9 mistakes of target companies.

Before a deal closes, the buyer should conduct a full or partial audit of the target’s Forms I-9. This type of internal audit will assist the buyer in determining the target’s culture of compliance and assessing the potential costs of acquiring its employment eligibility documents.

Audits should be completed by experts with proven records of successful I-9 audit experience.

After a deal closes, the new employer is given no grace period to comply with the immigration laws. The employer must immediately assess the risks involved with its options for employment eligibility compliance. The employer may choose to treat all employees as continuing in their employment by retaining the previouslycompleted Forms I-9. If the employer determines to retain the target company’s forms, it inherits all liabilities arising out of the target company’s pre-closing immigration law violations. Alternatively, the employer may treat all employees as new hires by completing new Forms I-9 for every employee. For some companies, this task could be challenging because of the

volume of forms to be recompleted. Compliance strategies should be assessed early to allow for proper and timely implementation.

New Form I-9

On March 8, 2013, DHS released a new Form I-9, effective immediately. The form is now two pages with seven pages of instructions. The previous form was one page. DHS revised the form to provide helpful updates and to reduce confusion for the employee and employer representative, who must both complete sections of the form. However, the government anticipates a 21-minute increase in Form I-9 completion time.

Bypass the risk of being found noncompliant by seeking (or offering) guidance on: auditing a target or existing company’s Forms I-9; developing the new employer’s compliance culture; and training human resources staff on the new Form I-9 and its proper completion.

These tips can help acquirers avoid a serious, expensive and often over-looked HN mine field.

Dustin J. O’Quinn is an attorney with the Dallas office of Gardere Wynne Sewell LLP. He can be reached at doquinn@gardere.com.

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D al l as Bar A ssoci ati on l Headnotes 9

2013 DBA 100 CLUB – We Want YOU! What is the DBA 100 Club? The DBA 100 Club is a distinguished membership recognition category that consists of Firms and Government agencies with two or more attorneys as well as corporate legal departments that have 100% membership in the DBA. Recognition for 100% support is given to the 2013 DBA 100 Club members in our June, July and August Headnotes and at our Annual meeting in November.

Please note that the DBA 100 Club is open for renewal annually to every firm. We do not automatically renew a firm’s membership due to changes in firm rosters from year to year.

Do you see your name on the list? If not, you need to GET ON THE LIST! To become a 2013 DBA 100 Club member, please submit your request via email and include a list of all lawyers in your Dallas office or corporate legal department to Kim Watson, kwatson@dallasbar.org. We will verify your list with our membership records and if you qualify, your firm will be added to the 2013 DBA 100 Club!

If we receive your list by July 10th, your firm will be included on the August DBA 100 Club recognition list in Headnotes.

Send in your list TODAY! DBA 100 Club Members As of June 14, 2013 Law Firms with 2 to 5 Attorneys A. William Arnold III & Associates, P.C. Ackerman & Savage, L.L.P. Adair, Morris & Osborn, P.C. Aldous Law Firm Alexander Dubose & Townsend LLP Anderson & Brocious P.C. Anderson Beakley, PLLC Barnett • McNair • Hall, L.L.P. Blankenship, Wiland & O’Connor, P.C. Broden & Mickelsen Buchanan & Bellan, L.L.P. Busch Ruotolo Simpson LLP Calabrese Huff, P.C. Calhoun Pilgrim LLP Campbell & Chadwick, P.C. Carlock-Gormley-Hight Clark Law Firm Coffin & Driver, PLLC Collins Law Group PC Crain Lewis, L.L.P. Curtis | Castillo PC Dallas Baptist University Daniel Sheehan & Associates, LLP Dement, Roach & Stern, PLLC ELROD, PLLC Fair & Watts, P.C. Fisher & Welch, P.C. Grogan & Brawner P.C. Gunnstaks Law Office Hamilton & Squibb, LLP Hance | Wickham, P.C. Harper | Washam LLP Hicks Thomas LLP Hollingsworth Walker

Horton & Archibald, P.C. Hunt | Ham, PLLC John R. Vermillion & Associates, LLC Johnson & Silver, LLP Johnson | Broome, P.C. Johnston u Tobey, P.C. Kabani & Kabani, PLLC Kapioltas & Forni, PLLC Karel & Hicks, P.C. Keane, Fowler & Donohue Kelly, Durham & Pittard, LLP Kim L. Lawrence, PC Kinser & Bates, L.L.P. Kish & Manktelow, P.C. Kleiman, Lawrence, Baskind & Fitzgerald, L.L.P. Koning Rubarts LLP Law Office of Aubyn K. Shettle Jr. Law Offices of Richard A. Gump, Jr., P.C. Law Offices of Terrence G. Turzinski, P.C. Lidji Dorey & Hooper Lillard Wise Szygenda PLLC Little Pedersen Fankhauser LLP Lori A. Leu & Associates Maris & Lanier, P.C. Marshall & Kellow, LLP McShane & Davis, L.L.P. McTaggart & Beasley, PLLC Milby, PLLC Mincey-Carter, PC Raggio & Raggio, P.L.L.C. Ramirez & Associates, P.C. Rasansky Law Firm Ray & Thatcher, Attorneys at Law PC Reed & Riordan, PLLC Richardson Koudelka, LLP Rochelle & Rankin LLP Schubert & Evans, P.C.

Sheils Winnubst, PC Smith, Stern, Friedman & Nelms, P.C. Spencer Law, P.C. Stuber Cooper Voge, PLLC The DeLoney Law Group, PLLC The Elliott Law Firm, P.C. The Law Offices of Shanna Nugent, P.C. The Law Offices of Tim O’Hare The McFarlin Firm, PLLC Thomas, Cinclair & Beuttenmuller, PC Tillman Betanzos LLP Tobolowsky & Burk, P.C. Walker & Long Whaley, Letteer & Mock, P.C. Winn, Beaudry & Winn, L.L.P. Wisener Nunnally Gold LLP Withers & Withers, P.C. Wolfish & Newman, P.C. Woodward & Shaw Woolley <> Wilson, LLP. Yarbrough & Elliott, P.C. Zaby & Associates Law Firms with 6 or More Attorneys Ackels & Ackels, L.L.P. Addison Law Firm P.C. Asiatico & Associates Baker & McKenzie LLP Baker Botts, L.L.P. Beirne, Maynard & Parsons, L.L.P. Bell Nunnally & Martin LLP Ben Abbott, P.C. Boyle & Lowry, L.L.P. Brousseau Graham & Massingill Brown & Hofmeister, L.L.P. Burford & Ryburn, L.L.P. Calloway, Norris, Burdette & Weber, PLLC

The SEC and Social Media continued from page 1

broad, non-exclusionary distribution of the information to the public.” The SEC cited press releases distributed through a widely circulated news or wire service as one such acceptable alternative distribution method. Another method of distribution specifically endorsed by the SEC in its release adopting Regulation FD was a 3-step process consisting of (1) a press release containing the information; (2) a press release or website posting announcing a conference call to discuss the information along with instructions on how to access the call; and (3) holding the conference call itself.

In 2008, the SEC issued an interpretive release further clarifying that a publicly traded company may use its website to disclose information in compliance with Regulation FD if the website would be regarded as a “recognized channel of distribution.” Unfortunately, the SEC’s 2008 release did not specifically prescribe what was required for a website to meet that standard, although it did identify several factors which would be considered in making the determination, including whether or not the company had notified investors and the markets that it planned to post important information on its website.

Netflix Investigation

On July 3, 2012, Mr. Hastings posted a message on his personal Facebook page

noting that in June 2012 Netflix’s customers had exceed one billion hours of monthly viewing through Netflix’s online streaming service for the first time. In an earlier earnings conference call, Netflix had identified the number of streaming hours viewed as an important metric in measuring the company’s success in engaging its customers. Mr. Hastings had over 200,000 Facebook “friends” at the time of the post, including securities market participants and Netflix stockholders. Netflix’s stock price opened at $70.45 on July 3, and climbed to $81.72 by the close of the next trading day.

Because Mr. Hastings’s Facebook post included material, non-public information about Netflix, his disclosure implicated Regulation FD. Because the Facebook post was delivered to securities market participants and stockholders, among others, the post violated Regulation FD unless Mr. Hastings’s Facebook page could be considered a “recognized channel of distribution.” The SEC release noted that Facebook, Twitter or any social media channel or the company’s website could serve as such a recognized channel of distribution of company information for the purposes of Regulation FD if the company takes steps to alert the investing public that it intends to distribute material, non-public informa HN tion through such channel.

Canterbury, Elder, Gooch, Surratt, Shapiro & Stein, P.C. Carrington, Coleman, Sloman & Blumenthal, L.L.P. Carstens & Cahoon, LLP Cooper & Scully, P.C. Cowles & Thompson, P.C. Cox Smith David, Goodman & Madole, P.C. Deans & Lyons, LLP Estes Okon Thorne & Carr PLLC Fee, Smith, Sharp & Vitullo, L.L.P. Figari & Davenport, L.L.P Fletcher, Farley, Shipman & Salinas, LLP Ford, Nassen & Baldwin, P.C. Fulbright & Jaworski L.L.P. Godwin Lewis PC Goranson Bain, PLLC Gordon & Rees, LLP Gruber Hurst Johansen Hail Shank LLP Hankinson LLP Hermes Sargent Bates, LLP Hiersche, Hayward, Drakeley & Urbach, P.C. Higier Allen Lautin, P.C. Johnson Jordan Cresswell Monk, PC Klemchuk Kubasta LLP KoonsFuller Kroney Morse Lan, PC Langley Weinstein LLP Locke Lord LLP Loewinsohn Flegle Deary L.L.P. McCurley, Orsinger, McCurley, Nelson & Downing, L.L.P. McElree | Smith McGuire, Craddock & Strother, P.C. McKool Smith P.C.

Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. Munsch Hardt Kopf & Harr, P.C. Passman & Jones, P.C. Rose Walker, L.L.P. Sayles Werbner, P.C. SettlePou Shackelford, Melton & McKinley, LLP Sorrels, Udashen & Anton Staubus & Randall, L.L.P. Stinnett Thiebaud & Remington L.L.P. Susman Godfrey L.L.P. The Bassett Firm, P.C. The Law Offices of Frank L. Branson, P.C. Thompson & Knight LLP VernerBrumley Vinson & Elkins LLP Winstead PC Corporate Legal Departments Alon USA Energy Inc. Austin Industries, Inc. Baptist Foundation of Texas Belo Corp.

Contran Corporation Front Burner Restaurants, LP Genesco Sports Enterprises MetroPCS Communications, Inc. Morgan Management Corporation Neuberger Berman ORIX USA Corporation Tenaska Power Services Co. The North American Coal Corporation Government Agencies City of Irving

Professionalism Tip While litigation and negotiation are multi-party contests, professionalism is not.

Whether you hold true to a professional code of conduct is your own, sole decision. Your following that code should not depend on whether others do.

Provided by the DBA Professionalism Committee

Doug Clayton is a partner with Cantey Hanger LLP. He can be reached at dclayton@canteyhanger.com.

JRFRIM_Ad2012.indd 1

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10 H e a d n o t e s l D a l l a s B a r A s s o ciation

Jul y 2013

BAR NONE XXVIII DELIVERS CACKLES AND CASH Once again, Bar None’s cast revealed that their abilities extend beyond the practice of law. With a cast of more than 50 performers from the legal community, Bar None XXVIII, “Downton Att’y,” brought the house down! Led by show director Martha Hardwick Hofmeister, choreographer Rhonda Hunter and producer Tom Mighell, the show played for four nights in June, and thanks to the Dallas Bar Foundation and these hard-working singers, dancers and actors, more than $1.5 million has been contributed to the Sarah T. Hughes Diversity Scholarships at SMU Dedman School of Law, benefitting nearly 50 law students since 1986. For more information, visit www. barnoneshow.com. Photo credit: Scott Alden.

Thank You, Bar None Sponsors!

On behalf of the Sarah T. Hughes Diversity Scholarship, the Dallas Bar Foundation salutes and thanks the following sponsors of Bar None XXVIII. Their generous contributions not only benefit the scholarships, but they made this year’s show possible.

Mogul

Point MultiMedia

Producers:

Sarah T. Hughes Alumni Scholars

Directors:

Baker Botts L.L.P. * Ben Abbott, P.C. * ExxonMobil * FarrowGillespie & Heath LLP * Merrill Corporation * Shackelford, Melton & McKinley, LLP

Stars:

Altrusa International Downtown Dallas, Inc. * Bracewell & Giuliani LLP * Brown & Hofmeister, P.C. * Carter Stafford Arnett Hamada & Mockler PLLC * Cooper & Scully ,P.C. * Cowles & Thompson, P.C. * DBA Appellate Law Section * DBA Bankruptcy & Commercial Law Section * DBA Corporate Counsel Section * DBA Mergers & Acquisitions Section * DBA Trial Skills Section * Al Ellis * Federal Bar Association * Goranson, Bain, Larsen, Greenwald, Maultsby & Murphy * Jones Day * Judge Marty Lowry * Norton Rose Fulbright, LLP * Palter Stokley Sims Wright PLLC * Oscar Rey Rodriguez * Russell & Wright, PLLC

J ul y 2 0 1 3

Focus

Dal l as Bar A ssoci ati on l Headnotes 11

Corporate Counsel/Mergers & Acquisitions

Minimizing the Costs and Risks of E-Discovery Through Arbitration

by Bill Katz

Designing and implementing a cost-efficient and effective dispute-resolution strategy is an important issue for clients. They often use arbitration clauses when doing business internationally as the alternative is often litigation in an unfriendly foreign court system. Domestically, clients often use a jury-trial waiver, where permissible, to minimize litigation risk and provide more meaningful appellate review than arbitration. However, clients’ concerns about the costs and risks associated with e-discovery in the United States court system are causing them to consider arbitration clauses for domestic disputes as well. A well-drafted arbitration clause can help manage those issues.

Pre-trial discovery in litigation is generally very broad under both state and federal rules of civil procedure.

This is true for emails and other electronically stored information (ESI), even though the Federal Rules of Civil Procedure were recently amended to provide that a “party need not provide discovery of electronically stored information from sources that the party identifies as not reasonably accessible because of undue burden or cost.”

Unfortunately, this may not be as helpful as one might think.

First, if your opponent files a motion to compel the production of ESI claimed to be inaccessible due to undue burden or cost, you have the burden to prove—through sworn testimony or other evidence—the accuracy of your claim. If you do not provide sufficient evidence, or if your evidence is somehow deficient, the court can

order you to produce the ESI at your expense.

Second, even if you prevail on your undue-burden-or-cost claim, the court may still order you to produce the ESI, if your opponent “shows good cause,” after considering certain limitations under the federal rules. In this situation, you would need to persuade the court to “specify certain conditions for the discovery” that might somehow limit the scope and costs associated with the ESI’s production.

Finally, the undue-burden-or-cost claim under the federal rules applies only to ESI that is “not reasonably accessible.” One example might be ESI kept on storage media from a time when an older e-mail system was in use. It may be difficult and expensive to re-create that old email system, so the ESI would not be readily accessible for discovery purposes in ongoing litigation. Importantly, however, the undue-burden-or-cost claim under the federal rules does not apply when ESI is readily accessible, which may be a common occurrence. Given the magnitude of ESI that is currently accessible and that might be requested in pre-trial discovery, this is a significant concern and has been a driving factor in clients considering whether arbitration might enable them to minimize the costs and risks of e-discovery.

Arbitration enables clients to design their own dispute-resolution mechanism using rules and procedures of their own choosing. Clients can decide which arbitral rules to use, depending on their particular business or other objectives. They can pick different procedures to apply, depending

on whether a dispute involves a large or small sum of money. And the definition of large and small can be tailored for each client, no matter if it is a global company with billions of dollars in revenues or a private company with millions of dollars in revenues. Clients can thus capture one of arbitration’s key benefits: flexibility.

Discovery is a key issue that can be modified or restricted through arbitration. Most sets of arbitral rules provide for only limited document discovery, and the parties are free to further limit or expand the default scope of discovery through their arbitration clause.

Some clients may want discovery in arbitration similar to what they would have under the Federal Rules of Civil Procedure. Others may want to avoid as much discovery as possible and provide for only very limited document exchanges. Through the arbitration

clause, clients can decide how much e-discovery should be allowed, if any, and who should be responsible for paying for it. This allows them to better align the costs and benefits of e-discovery and ensure that it is not used to impose undue costs on a party who might not have significant resources to pay for them.

In sum, arbitration can be an effective way to minimize or properly allocate the costs and risks of e-discovery among the parties. To that end, clients may want to consider arbitration for their domestic disputes and specifically address e-discovery in their arbitration clause, preferably at the start of any contractual relationship, although it could also be addressed in a later amendment or modification. HN Bill Katz is a partner at Thompson & Knight LLP and can be reached at william.katz@tklaw.com.

12 H e a d n o t e s l D a l l a s B a r A s s o ciation

Jul y 2013

Get Paid…Faster Than a Speeding Bullet

by Tracy Gavin

How do you defend yourself against the onslaught of new technology with options changing on a weekly basis?

Many attorneys are either completely overwhelmed, becoming paralyzed with indecision; or simply choose to ignore technology and change altogether. Some just hope it will all simply go away and wish for the “good ‘ole days.”

One of the most critical areas where this holds true is how attorneys accept payments, especially in regards to credit card processing.

Money Talks…

Cash flow is long known as the key to effectively running a business. With technology, attorneys now have the ability to finally control cash flow through the use of credit cards and electronic payments. If your practice currently maintains a significant outstanding amount of receivables, then you are effectively extending credit to your clients. In most cases, law firms do not have an “underwriting” process to determine the creditworthiness of their

clients and have little insight into their ability to pay fees. Traditionally, law firms do not perform credit checks or report delinquent clients to credit agencies. By allowing your firm to accept credit card payments, you can effectively shift your receivables to the card-issuing banks.

Visa and MasterCard banks have already established the creditworthiness and financial capability of your clients. They are in the business of issuing credit, collecting debt and monitoring credit so you do not have to.

Credit cards and debit cards are becoming the payment of choice among consumers. Today, credit cards are responsible for more than $2.5 trillion in transactions a year, accepted at more than 24 million locations, and used in more than 200 countries and territories. (Source: American Bankers Association, March 2009).

How Do I Get Started?

If you are considering accepting credit cards in your practice, make sure the credit card processing company you select understands the specific needs of your law

firm. There are many custom payment options available to law firms that include credit card terminals and web-based solutions specifically designed for attorneys.

The total cost of a credit card transaction typically averages between 2 percent and 3.5 percent of the payment amount.

The Law Firm Merchant

In the world of merchant accounts, law firms are unique business entities. Unlike a restaurant or retail store, law firms have special considerations when dealing with credit cards and client funds. Whether you are considering accepting credit cards or already offer an electronic payment option, using state-of-the-art technology will ensure you are paid quickly and securely. Some other tips to ensure a successful transition to the modern ways of getting paid as a Law Firm Merchant: 1. Protect your trust and IOLTA accounts. Do not allow your merchant provider access to your trust account.

Most merchant agreements will require you to give access to this account in the event of a chargeback or fraud. There are merchant services specific to law firms

S C H O O L O F L AW

Real.Rigorous.Remarkable.

Our L eadership

Texas Wesleyan School of Law is pleased to announce that Aric Short has been selected to serve as Interim Dean, and Maxine Harrington as Associate Dean for Academic Affairs, effective June 1, 2013.

Calendar of Events Fall 2013 August 14-16

New Student Orientation, Law School

August 29

Dean’s Donor & Scholar Recognition Dinner, Ashton Depot

September 25 Aric Short Interim Dean In 10 years of service to the law school, Dean Short served most recently as Associate Dean for Academic Affairs, where he emphasized and expanded experiential learning and professionalism training. Dean Short has been instrumental in the law school’s transition to Texas A&M University, providing ongoing leadership for all matters related to the potential acquisition. Prior to his administrative work, Dean Short taught Property, Wills and Estates, and other propertyrelated courses. Before entering academia, Dean Short practiced law at Wilmer, Cutler & Pickering in Washington, D.C. and Vinson & Elkins in Austin, Texas. Dean Short received his law degree with honors from the University of Texas School of Law.

Maxine M. Harrington Associate Dean for Academic Affairs Professor Harrington has been a member of the faculty at Texas Wesleyan School of Law since 2003. Upon graduation from law school, Professor Harrington served as law clerk to the Hon. George R. Gallagher of the District of Columbia Court of Appeals. Professor Harrington was also in-house counsel for Saint Elizabeth’s Hospital in Washington, D.C. After relocating to Texas, she entered private practice and became a named shareholder of Broude, Nelson & Harrington, P.C. Professor Harrington earned her J.D. from The George Washington University National Law Center, where she graduated with high honors.

Distinguished Practitioner’s Speaker Series Community Luncheon, Fort Worth Club

October 9

Fort Worth Business Press Power Attorneys Luncheon, Fort Worth Club

October 11

Distinguished Alumni Awards Dinner, Waters Fort Worth

October 25

Law Review, Intellectual Property Symposium, Law School

November 15

The Journal of Real Property Law, Wind Energy Symposium, Law School

November 16

that correctly protect and safeguard your trust accounts.

2. Avoid Storing Credit Card Information. If you bill clients on a monthly basis, you will potentially need the ability to re-charge their credit cards. Accepting credit cards through a secure web-base solution will allow you to avoid keeping sensitive credit card information within the walls of your office. Modern law firms are quickly moving away from the traditional credit card machines which sometimes require paper storage of client credit card numbers. This also limits the liability and risk to your firm of credit card information falling into the wrong hands.

3. Communicate to your Clients. Let clients know what your payment expectations are on the front end by including due dates, late fees and payment options as part of your fee agreement. It is much easier to establish these guidelines while your client is new and eager to get started.

More importantly, continue to communicate to your clients what payment options you provide by including credit card logos or adding ‘Major Credit Cards Accepted’ to your invoices and website. Clients will commonly look for an attorney that provides credit card options. Even popular legal websites such as Martindale-Hubbell have specific search criteria to find attorneys that accept credit cards.

4. Use the Technology You Have.

Once you make the decision to accept credit cards, be sure to use the payment option that best suits your needs. Depending on your area of practice, and more importantly where you interact with your client there are different choices to accept payment. For example, there are many options to accept credit cards with smart phones, including iPads and laptops.

5. Let Your Clients do the Work. By taking time to establish payment options on your website, clients can run their own credit cards. Not only does this provide a convenience to clients, but frees up the time you would normally spend processing credit card payments. This also allows you to avoid ever seeing credit card numbers, eliminating any responsibility to accept, store, shred or protect credit card numbers.

6. PCI Compliance. When you accept credit cards in your office, you also accept the responsibility of protecting cardholder data. Be sure your merchant solution is PCI Compliant. PCI-DSS is the Payment Card Industry’s security guidelines for merchants. More information can be found on the Security Council website, www.pcisecuritystandards.org or other PCI specialists like www.PCICentral.com.

What Checkbook?

Like the Internet, credit cards and other forms of electronic payments have become an integral part of our nation’s commerce and the way many people prefer to pay. In 2009, credit cards officially surpassed paper check transactions in the U.S. Perhaps it is time to rethink the way your firm handles HN billing and collections.

Tracy Gavin is the Marketing Director for LawPay. She can be reached at tgavin@affinipay.com.

Brief Run, Trinity Park

November 18

Swearing-in Ceremony & Reception, Austin, Texas

December 13

Graduation & Reception First United Methodist Church, Fort Worth For more information on the law school, including upcoming events, please visit www.law.txwes.edu.

All Members Are Invited To: Courtroom Technology Boot Camp at the George Allen A general overview of the technology available in the courtroom.

Friday, July 12, Noon | MCLE 1.00 Judge Martin Hoffman’s Courtroom, 68th District Court Don’t wait until trial to find out how to play that expert witness video. Come join us and find out!

TXWES Law DBA HEADNOTES Ad July 2013 FINAL.indd 1

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Focus

D al l as Bar A ssoci ati on l Headnotes 13

Corporate Counsel/Mergers & Acquisitions

Sandbagging: Who is Bludgeoning Whom?

by Ted Schweinfurth and Richard White

The term “sandbagging” derives from the practice of 19th Century street gangs utilizing socks filled with sand to physically punish members of rival gangs. To “sandbag” someone meant to use a seemingly innocuous object to impart a powerful blow without leaving a noticeable mark.

In an acquisition agreement, “sandbagging” typically refers to a buyer seeking post-closing indemnification from a seller for breaches of representations and warranties that the buyer knew of prior to closing.

The buyer’s argument is that it bargained for the right to rely on the seller’s reps and warranties despite the fact that the buyer knew of the facts underlying the breach (for purposes of this article, we are assuming a simultaneous sign and close or that the buyer has chosen not to terminate the agreement, if permitted, and instead has elected to close and seek post-closing indemnification).

Sellers may ascribe ill-motives to a buyer seeking post-closing indemnification for matters it knew about prior to closing, viewing a buyer that “closes over” such issues as having waived its right to indemnification by closing.

“Sandbagging-related” provisions in an acquisition agreement may appear innocuous or even “boilerplate;” however, understanding and carefully crafting them is critical for both buyers and sellers. Similar to a

Has danger struck?

19th Century “sandbag,” such provisions can have a devastating effect on an unwary opponent.

Alternatives. There are generally three choices when dealing with “sandbagging” in an acquisition agreement: a pro-sandbagging provision, an anti-sandbagging provision or silence. A pro-sandbagging provision provides that a buyer may bring post-closing indemnification claims against the seller for breaches of representations and warranties known by the buyer prior to closing. An anti-sandbagging provision provides that a buyer cannot bring an indemnification claim based on a breach of a representation or warranty that the buyer knew prior to closing. The agreement may also be silent on the matter. According to a recent deal terms survey, 54 percent of acquisition agreements were silent on the issue of sandbagging, 41 percent contained a pro-sandbagging provision and only 5 percent included an anti-sandbagging provision. If the agreement is silent on the issue of “sandbagging,” the governing law of the agreement will determine a buyer’s right to bring a post-closing indemnification claim regarding a matter that it knew about prior to closing. Below we look at the laws of Texas, New York and Delaware.

Texas law typically requires a buyer to have “relied” on the seller’s representation to maintain an indemnification claim.

If a buyer is aware of a breach pre-closing, indemnification is likely unavailable (absent

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a pro-sandbagging provision), because the buyer cannot demonstrate “reliance.”

New York law is like Texas law but courts typically look to the source of the information to determine the buyer’s rights.

If the buyer learned of the facts underlying a breach from the seller, a buyer typically cannot seek indemnification, but if the buyer obtains knowledge from a third party (or it is “common knowledge”), then a buyer will likely prevail in bringing an indemnification claim.

Delaware law generally does not require reliance for a buyer to succeed on an indemnification claim. However, based on potentially conflicting case law, some Delaware practitioners have posited that Delaware law may require a buyer’s “reliance” on the seller’s representation to maintain an indemnification claim. While most Delaware practitioners believe that a buyer’s reliance is not required under Delaware law, some Delaware practitioners recommend including a pro-sandbagging provision if the buyer has pre-closing knowledge.

Summary. Regardless of the governing law of an agreement, a buyer should seek

to include a pro-sandbagging clause to preserve its rights and eliminate disputes regarding “knowledge.” However, if the source of “knowledge” with respect to a matter is a third party, under New York law, a buyer should still be able to seek indemnification from the seller with respect to the issue if the agreement is silent.

A seller might seek an anti-sandbagging provision in the agreement to incentivize collaborative disclosure between the parties and to give the seller more comfort that it is not closing into a lawsuit. However, as noted above, only 5 percent of reported deals in a recent survey included an antisandbagging provision.

Absent a provision governing the ability to sandbag, the governing law of the acquisition agreement generally controls the parties’ rights, remedies and, potentially, the economics of the transaction. “Sandbagging” provisions may appear harmless but they can be used as a weapon against an unsuspecting party if not properly understood. HN Ted Schweinfurth, is a partner at Baker & McKenzie LLP, and can be reached at Ted.Schweinfurth@bakermckenzie.com. Richard

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Compelling Trust Beneficiaries to Arbitrate in Texas

By Christine Nowak and Mark Sales

Texas recently became one of a handful of states to directly address whether a trust beneficiary, pursuant to the terms of a trust that he or she never reviewed, signed, or otherwise agreed to, can be compelled to submit any claims or disputes involving the trust (or the trustee) to arbitration. In a case of first impression in the state, the Texas Supreme Court joined Arizona and Florida (via legislation–Ariz. Rev. Stat. §14-10205; Fla. Stat. §731.401) when it held on May 3, 2013 in Rachal v. Reitz, - S.W.3d - , 2013 WL 1859249 (Tex. 2013) that an arbitration provision contained in an inter vivos trust was valid and could, in fact, be enforced against a trust beneficiary.

In Rachal, A.F. Reitz created a trust for the benefit of his two sons, James and John, appointing himself as initial trustee and his lawyer, Hal Rachal, Jr., as successor trustee. Following A.F. Rietz’s death (making the trust irrevocable), one son—who was not a signatory to the trust—sued the successor trustee for breach of fiduciary duties as trustee

because the successor trustee had allegedly misappropriated trust assets and refused to provide an accounting. The successor trustee moved to compel arbitration based on an arbitration provision contained in the trust. The provision specified that it was applicable “to any dispute of any kind involving the trust or any of the parties or persons concerned herewith (e.g., beneficiaries, Trustees)” and was “binding on any and all persons who may have an interest in Grantor’s estate or any trust of Grantor…”

The Probate Court No. 2 of Dallas County, Texas denied the successor trustee’s motion to compel arbitration.

The successor trustee filed an interlocutory appeal. After an en banc decision of the Dallas Court of Appeals affirmed the trial court’s refusal to compel arbitration because the son, the trust beneficiary, had not contracted and agreed to arbitrate his claims (347 S.W.3d 305 (Tex. App. – Dallas 2011, pet. granted), the successor trustee appealed to the Texas Supreme Court.

The Texas Supreme Court reversed on the grounds that: (1) the settlor unequivocally stated his intent—within the four

CHRISTMAS IN JULY Friday, July 26 ~ 9 a.m. to Noon ~ The Belo Mansion ~ The DBA Community Involvement Committee is coordinating a drive to benefit local charities, including the Austin Street Centre, Big Brothers Big Sisters, Genesis Women’s Shelter, The Family Place, North Texas Food Bank and W.W. Samuell High School. Please bring donated items, including canned and packaged foods, cleaning supplies, children’s games/ toys, diapers, men/women/children’s clothing, school supplies, etc. to the Belo Mansion on Friday, July 26. For more information, contact Elaine Mosher (elaine@attorneytxs.com), Tracye McGaughy (tmcgaughy@higierallen.com) or Mary Irozuru (maryi@bellnunnally.com).

Burleson, Pate & GiBson, l.l.P. Attorneys and Counselors at Law Welcomes back as of Counsel richard a. anderson, Former Federal Public Defender for the Northern District of Texas

corners of the trust agreement—that all disputes be arbitrated, and (2) the issue of mutual assent (required to form an enforceable agreement to arbitrate) was satisfied by the doctrine of direct benefits estoppel (i.e., a beneficiary’s acceptance of the benefits of a trust constitutes consent to the arbitration provision in that same trust). Id. at *3-6 In arriving at its decision, the Texas Supreme Court pointed out that both federal and Texas law strongly favor the validity and enforceability of arbitration clauses. It rationalized that while arbitration clauses are generally only enforceable against those who sign a contract containing an arbitration clause, in this instance, the doctrine of direct benefits estoppel bound the trust beneficiaries to the clause: [A] beneficiary who attempts to enforce rights that would not exist without the trust manifests her assent to the trust’s arbitration clause. For example, a beneficiary who brings a claim for breach of fiduciary duty seeks to hold the trustee to her obligations under the instrument and thus has acquiesced to its other provisions, including its arbitration clause. In such circumstances, it would be incongruent to allow a beneficiary to hold a trustee to the terms of the trust

but not hold the beneficiary to those same terms. Id. at *6.

Nonetheless, the Texas Supreme Court, in establishing the general rule, explained that acceptance of trust benefits will not mandate arbitration in all circumstances, carving out exceptions to the rule where a trust beneficiary executes a disclaimer and/ or is contesting the validity of the trust (as opposed to seeking to enforce it) and leaving open the question of whether the doctrine of unclean hands could be used to bar enforcement of an arbitration provision. Id. at *6-7.

In the wake of the Rachal decision, estate planners will need to consider the inclusion of arbitration clauses in their clients’ trust agreements. Arbitration in the context of trust disputes may have many benefits, such as confidentiality (i.e. keeping confidential personal family information and information regarding the exact quantity or type of trust assets) as well as providing a more cost effective and efficient alternative to the public forum of our court system. Furthermore, although the Rachal case involved trusts, given the parallels and analogous situations which often arise with wills, it may be just a matter of time before the reasoning of the Texas Supreme Court’s opinion is extended to and applied to disputes involving wills and HN executors.

Christine Nowak and Mark Sales are members with Dykema Gossett, PLLC. They can be reached at cnowak@dykema.com and msales@ dykema.com, respectively.

DVAP’s Finest Jack Wilburn

Jack Wilburn is a sole practitioner who focuses his practice in the areas of probate, guardianship and estate planning. He has used his expertise in these areas to represent low-income clients in probate and guardianship cases. Jack also assists DVAP as a staffing attorney several times a year in the areas of probate and guardianship, and as a mentor attorney, assisting non-probate or new attorneys with their DVAP cases. He currently serves as the Treasurer, and is a former Chair of the DBA Probate, Trust and Estate Section Pro Bono Committee. Thank you for all you do, Jack!

Pro Bono: It’s Like Billable Hours for Your Soul.

To volunteer or make a donation, call 214/748-1234, x2243.

900 Jackson Street, Suite 330 Dallas, TX 75202-4485 Telephone (214) 871-4900 Facsimile (214) 871-7543 www.bp-g.com Founding Member of NAPPS

Of Counsel: Michael P. Gibson* Tom Pappas* John E. Collins# John E. Agnew C. David Medders

J. Craig Jett* Richard A. Anderson* Paul T. Lund Nathan Rogers Jesse D. Eyer

*Board Certified - Texas Board Criminal Law #Board Certified Personal Injury Trial Law Texas Board of Legal Specialization

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Classifieds

Dal l as Bar A ssoci ati on l Headnotes 15

July

EXPERT WITNESS

Mexican Law Expert - Attorney, former law professor testifying since 1997 in U.S. lawsuits involving Mexican law issues: FNC motions, Mexican claims/ defenses, personal injury, moral damages, contract law, corporations. Coauthor, leading treatise in field. J.D., Harvard Law. David Lopez, (210) 2229494. dlopez@pulmanlaw.com.

Drug/Alchohol Expert - Pharmacy Professor; 33 years’ experience consulting, teaching, researching prescription, illegal, over-the-counter drugs, alcohol, drug testing. Trial and deposition experience specializing in drug-related domestic, civil, criminal cases. Reviews, summaries, depositions, discovery, trials. Allison Welder, Ph.D. (361) 5425636; allisonannewelder@yahoo.com; www.welderconsulting.com.

Economic Damages Experts - Thomas Roney has more than twenty five years’ experience providing economic consulting services, expert reports and expert testimony in court, deposition and arbitration. His firm specializes in the calculation of economic damages in personal injury, wrongful death, employment, commercial litigation, IP, valuation and divorce matters. Mr. Roney and his experienced team of economic, accounting and finance experts can help you with a variety of litigation services. Thomas Roney LLC serves attorneys across Texas with offices in Dallas, Fort Worth and Houston. Contact Thomas Roney in Dallas/Fort Worth (214) 665-9458 or Houston (713) 5137113. troney@thomasroneyllc.com. “We Count.”

OFFICE SPACE

Space for Sublease. Space available in Campbell Center (Highway 75 and NW Highway) for 1 or 2 attorneys. Great views, beautifully decorated, receptionist furnished, and space available for assistant. Call Kelly Jaggers for an appointment to view the space – (214) 691-7781.

Two office suites available, Preston Road

Do You Want to Refresh Your Spanish?

Spanish for Lawyers is the Answer!

10-Week Course Fall 2013 • Classes begin September 3 All courses are a continuation of summer semester.

Class duration: September 3 – November 5, 2013 Class cost: $180 For more information, contact Teddi Rivas at TRivas@ dallasbar.org or (214) 220-7447.

South of Frankford - Georgetown Office Complex - in North Dallas, 17750 Preston Road. Immigration boutique law firm already in place. Recently remodeled— reasonable rates. Call (972) 521-7368 or email to garry@gldlaw.com for information or to schedule a showing.

Available Immediately - Uptown Dallas Office Space Law office seeks to sublease to attorney or non-attorney businesses.

Shared amenities, free visitor parking and convenient to DART rail. Contact dallasuptownoffice47@gmail.com.

North Central at Meadow Road. Thinking about leaving your law firm and looking for office space? Officing on your own and looking for new space? Consider officing with PlusAssociates LLP, a Multidisciplinary Professional Services Group of Firms. If your area of practice complements those that are currently provided at PlusAssociates LLP, this may be the perfect place for you. Our current firms provide the following services: Tax Planning, Tax Return Preparation and Asset Protection (Bruce E. Bernstien & Associates, P.C.), Business Law, Commercial Collections, Wills, Trusts and Probate (Law Office of James R. Alexander), IRS Controversies, Estate Planning and Business Law (Law Office of Stanton D. Goldberg), Financial Planning, Investments, Insurance, Estate Planning and Retirement Planning (Lora J. Hoff Financial Planning - CFP), International Trade and Sourcing (H Ethos, Inc. – Jie Hao), Hedge Fund Investment (Equity Momentum Management LLC – Barry Davidson), Real Estate Investments (Trendview Real Estate Services – Carl Cross), Commercial Litigation (Cole & Cole, P.C. – Robert R. Cole, Jr.), and Systems, Network, Technology Design, Engineering, Integration, Maintenance and Troubleshooting (Protocol Systems – Mike Armbruster), Bookkeeping (Kenneth C. Fisher, LLC), Family Law (McAngus Law, PLLC - Rob McAngus) and Commercial & Person Bankruptcy (Renda Law Offices, P.C. - Vincent Penda). Several offices are available with conference rooms, kitchen, fax machine, copier,

Minority Clerkship Luncheon

Friday, July 12, Noon at Belo Panelists:

Angelina LaPenotiere, Dallas Hispanic Bar Association President; Mandy Price, J.L. Turner Legal Association President; Sarah Rogers, Dallas Association of Young Lawyers President; Jennifer Wang, Dallas Asian American Bar Association President; and Shonn Brown, Moderator For more information or to RSVP, e-mail bavina@dallasbar.org.

scanner, phone service, high-speed Internet service, email service, voicemail, free covered parking and Dart Station nearby.

Meadow Park office building at Meadow Road and North Central Expressway. Join us and take advantage of being associated with a growing group of firms with many opportunities for referral of clients to your firm. Call (214) 706-0837.

Lease or purchase condo offices in Preston Tower. Near Dallas North Tollway @ Northwest Highway. Shared amenities (kitchen, conference room, reception area, bathroom). 10 minutes from courthouse. Call (214) 369-1171 or email herbhooks@aol.com.

North Dallas. Law firm located at Lincoln Centre has one partner size office, one small office and two cubicles available. Located at Tollway and LBJ; two conference rooms; break room/kitchen; copiers; postage machine. Email: dallasipfirm@gmail.com for more information.

Campbell Center I: AV rated law firm has a window office (15x15) for sublease in Class A Bldg. Space has exceptional finish out and elevator exposure. All amenities included. Call Joy (214) 361-1262.

North Dallas Tollway (Galleria area) office space. Hardwood floors and ornate mahogany paneled walls in common areas. Several offices available in different sizes, all with accompanying mahogany secretarial carrel. All have access to three conference rooms, copier, postage meter, high speed Internet, phones and two kitchens. Receptionist services also available. Please call Brittanie at (972) 934-4100.

Park Cities/Central Expwy – Law firm has up to 3 window offices in Class A building for lease. Great location at 8080 Central Expwy. at Caruth. Spectacular views of downtown and Park Cities. Elevator exposure and expensive finish out.

Large conf. room and kitchen. Secretarial space, high speed scanner/copier, broadband, extra storage and other amenities available. Call John (214) 546-6337 or (214) 292-4202.

gial atmosphere make P&M, LLP a great place to practice law. The Firm’s formulabased compensation system allows attorneys to keep a substantial portion of their collected fees. For more information, email spalmer@pamlaw.com or call (214) 242-6444.

US Lloyds Insurance Company/Defense Litigation Attorney. Mid-Cities domiciled insurance carrier seeking trial attorney for in-house position. Ideal candidates will be a 3-7 year attorney with trial and deposition experience, solid academic background, and excellent writing and briefing skills. Submit resume to: c.frazer@siatexas.com or fax to: HR (817) 285-1829.

This is an excellent opportunity for attorneys with three or more years of litigation experience to join a mid-size civil litigation firm in downtown Dallas. Firm is young, aggressive, growing, and has offices throughout Texas. Practice areas and caseload will include insurance coverage litigation, handling civil appeals, commercial matters, a broad pretrial and post-trial motion practice, and related trial practice responsibilities. Good writing, oral advocacy, and research skills are required. Deposition experience is a plus.

Meaningful chance for advancement.

Competitive salary and benefits are provided. Paid garage parking. Qualified and interested candidates should send their resumes to hr_lawfirm@yahoo.com.

SERVICES

Foreign Legal Consultant. Nodgar E.V. Piranian. Admitted to the practice of law in Argentina. 4925 Greenville Avenue, 2nd Floor, Dallas, Texas 75206. Email: nodgarnp@gmail.com. phone: (214) 5077025.

Diamond and Gold Buyer. Buying all types of Diamonds, Immediate Cash Paid.

Consignment terms available @ 10 -20% over CASH. For consultation and offers please call (214) 739-0089.

To place an affordable classified ad here, contact Judi Smalling at (214) 2207452 or email jsmalling@dallasbar.org.

POSITION AVAILABLE

Palmer & Manuel, LLP, a fourteen attorney firm in Campbell Centre, seeks to add two to three attorneys with established practices in the areas of commercial litigation, business transactions or family law. Attractive offices and a colle-

Connect jobseekers with employers in the legal field. Run your ad in the DBA’s online Career Center. www.dallasbar.org/career-center.

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