Issuu

Nashville Bar Journal

AUGUST 15- VOL 15, NO. 7

SERIES LLCs UPDATE: Where Are We Now? Steven G. Gladstone, Esq.

Rife with Latent Power: The IRS & Tax-Exempt Status Amy L. Moore

Language and Litigation in Nashville Courts Judith Kenigson Kristy, U.S.C.C.I. and Judge Lynda Jones

Lawyers, Citizens, Leaders: The Nashville Bar Foundation Leadership Forum Anthony (Tony) Orlandi

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Articles 6 SERIES LLCs UPDATE: Where Are We Now? 8 Rife with Latent Power: The IRS & Tax-Exempt Status Steven G. Gladstone, Esq.

Departments 2 4

Amy L. Moore

10 Language and Litigation in Nashville Courts Judith Kenigson Kristy, U.S.C.C.I. and Judge Lynda Jones

18 Lawyers, Citizens, Leaders: The Nashville Bar Foundation

CENTER SECTION

Leadership Forum

Columns

Communique • NBA Annual Picnic • Carbolic Smoke Ball • Tune Award • Board Elections • Golden Oldie • Upcoming Events

CONTINUING LEGAL EDUCATION

Anthony (Tony) Orlandi

From the President

100% CLUB MEMBERS Disclosure - Announcements • Kudos • People on the Move • Firm News • In Memory

24 Classified Listings Golden Oldie

Gadget of the Month

Bill Ramsey, Neal & Harwell, PLC Phillip Hampton, LogicForce Consulting

Identify the individuals in the photo. Be the first to email the correct answer to nikki.gray@nashvillebar.org and your name (along with your correct entry) will appear in next month’s issue.

Non-Profit Spotlight: Tennessee Art League

Marjorie Kaup Haines

NBA Calendar of Events AUGUST 12 - 11:30 AM Historical Committee Meeting

AUGUST 17 - 1 PM NBFLF Mentoring Committee

AUGUST 20 - 3:30 PM Finance Committee Meeting

AUGUST 12 - 4 PM NBF Leadership Forum Steering Committee Meeting

AUGUST 17 - 5:30 PM Sister Cities Meeting

AUGUST 20 - 4:30 PM Executive Committee Meeting

AUGUST 18 - 12 PM Ethics Committee Meeting

AUGUST 20 - 5 PM NBA Happy Hour

AUGUST 19 - 12 PM Memorial Committee Meeting

AUGUST 26 - 1:30 PM CLE: Hot Topics in Health Law

AUGUST 20 - 11:30 AM Social Committee Meeting

AUGUST 27- 12 PM NBF Trustees Meeting

AUGUST 13 - 9 AM CLE: Attorney Wellness/Stress Reduction AUGUST 17 - 11:45 AM Probate Committee Meeting AUGUST 17 - 12 PM LAW Mentoring Committee

Committee Meetings are held at the NBA Offices unless otherwise noted l o= Special Event l Full Calendar online at www.nashvillebar.org

' A Monthly Publication of the Nashville Bar Association

Edward D. Lanquist, Jr., Publisher William T. Ramsey, Editor-in-Chief ramseywt@nealharwell.com

Eleanor Wetzel, Managing Editor eleanorwetzel@jis.nashville.org

From the President

Historic Moments by:

Edward D. Lanquist, Jr.

Journal Staff:

Nikki Gray, Director of Communications nikki.gray@nashvillebar.org

Tina Ashford, Communications Coordinator tina.ashford@nashvillebar.org

Editorial Committee: Kelly L. Frey Kathleen Pohlid Tim Ishii Tracy Kane Everette Parrish Bill Ramsey Rita Roberts-Turner Eleanor Wetzel David Winters Victoria Webb

Nashville Bar Association Staff Monica Mackie Executive Director ----------Tina R. Ashford Communications Coordinator Susan W. Blair Director, Continuing Legal Education Shirley Clay Finance Coordinator Wendy K. Cozby Lawyer Referral Service Coordinator Nikki R. Gray Director of Communications Traci L. Hollandsworth Programs & Events Coordinator Malinda Moseley CLE Coordinator Judy Phillips CLE Coordinator Vicki Shoulders Membership Coordinator/Office Manager The Nashville Bar Journal, ISSN 1548-7113, is published monthly by the Nashville Bar Association at 150 Fourth Avenue North, Suite 1050, Nashville, TN 37219, (615) 242-9272. Periodicals Postage Paid, Nashville, TN (USPS 021-962). Subscription price: $25 per year. Individual issues: $5 per copy. POSTMASTER: Send address corrections to Nashville Bar Journal, 150 Fourth Avenue North, Suite 1050, Nashville, TN 37219

No part of this publication may be reprinted without written permission of the Nashville Bar Journal Editorial Committee. The Nashville Bar Journal is not responsible for the return or loss of unsolicited manuscripts or for any damage or other injury to unsolicited manuscripts or artwork. All Articles and Letters contained in this publication represent the views of the authors and do not necessarily reflect the opinions of the Nashville Bar Association.

Nashville Bar Association 150 Fourth Avenue North Suite 1050 Nashville, TN 37219 615-242-9272 Fax 615-255-3026 www.nashvillebar.org

Nashville Bar Journal - August 2015

Members of the Nashville Bar Association should be proud of its members if for no other reason than the history they have made. I have mentioned some of these historic events from time to time. I will expand on some and mention others for the first time. We need to keep these history makers in mind not only as a source of pride in the NBA but also for aspirational purposes so that we all can realize what we can do. If we go into the “way back machine” we must start with perhaps the best known Nashville lawyer – Andrew Jackson. His term as President and all of the good and bad things that he considered are well documented. If you wish to learn more I suggest John Meacham’s biography. I start here not just temporally but also because we will discuss at least one other Nashville attorney who did both good and bad. Many of you may be surprised to learn that the Nashville Bar Association was founded in 1831. This date falls within the term of the Jackson Presidency (1829-1837). While I reserve the right to discuss the distant past in a future column, I will for now refer you to the seminal work Colleagues on the Cumberland by David Rutherford. So let’s limit our discussion to the last fifty or so years. Just over fifty years ago, the city fathers got together and decided for a variety of reasons (many good perhaps some bad) that Nashville would be better run as a metropolitan government coextensive with Davidson County. The first attempt failed but the second succeeded. The first Metro Charter Committee consisted of several Nashville Bar Association members including Harlan Dodson and Cecil Branstetter as well as non NBA member Z Alexander Looby . After failing the first time, a more extensive campaign was made to pass the charter with efforts by many NBA members such as Charlie Warfield and George Cate. If you have the chance to hear George Cate’s telling of the story, it will be something you will always remember. Many of these Nashville lawyers were very young at the time but made history nonetheless. At about the same time, issues arose because political power in the state was based in the country as districting was not based upon population. Tommy Osborne and Harris Gilbert litigated Baker v Carr all of the way to the Supreme Court resulting in the “one man one vote” ruling. Once the new NBA website is up we hope to make available video of a program that the NBA produced a couple years ago with the assistance of the Federal Court Library Fund. While we all learned about Baker v Carr in school most of us probably did not realize it came out of Nashville and effectuated by Nashville lawyers. The Nashville sit-ins lasted from February 13 to May 10, 1960 as part of a nonviolent campaign to end racial segregation at lunch counters in downtown Nashville. Unlike other cities where such protests resulted in much violence, the sit-ins did not. There is a very nice NBC White Paper documenting the sit-ins that can be found online and is shown at the Nashville Downtown Public Library. The non-violent protesters were represented by several Nashville attorneys including Looby. Many other Nashville lawyers were involved in later desegregation efforts including George Barrett.

2015 NBA BOARD OF DIRECTORS

A few years later an investigation by John Seigenthaler led to an FBI investigation and indictment of Jimmy Hoffa in Nashville. NBA member Jim Neal prosecuted and soon to be NBA president Tommy Osborne was part of the defense team. In addition to dominating the front pages of the Tennessean and Banner for a long time, the case resulted in the later trial and disbarment of Osborne for jury tampering. On September 17, the NBA will be presenting a program on the Nashville Hoffa trial. Many other Nashville lawyers were involved in the Nashville proceedings as well as the later retrial of Hoffa in Chattanooga. In the early seventies, the nation was rocked by the Watergate investigation. At the forefront of this investigation and prosecution were NBA members Jim Neal (as investigator under Archibald Cox and prosecutor of several Nixon aides), Fred Thompson (counsel for Republican Senate members) and later NBA member Howard Baker. The investigation and convictions helped rebuild up some trust in the government. Further, many credit Thompson with the classic question “What did the president know and when did he know it?” We could spend many words discussing the other historical contributions of Baker, Neal and Thompson. In 1979, the State of Tennessee was having its own issues relating to executive wrongdoing. Later NBA member Lamar Alexander was elected to serve as Governor following Ray Blanton. Before the inauguration, then U.S. attorney Hal Harden contacted Alexander’s team to alert them of many issues including the Blanton administration’s selling of pardons. In a bi-partisan effort, Alexander, working with then Tennessee Attorney General Bill Leech and then Senior Deputy Attorney General Bill Koch, was sworn in early as Governor. The early peaceful transition of power avoided additional pardons for pay and avoided a constitutional crisis. Another Nashville attorney full of history is John J Hooker. Short treatment in this article does not do his life justice. In addition to being instrumental in getting the Kennedy administration involved in the Baker v Carr matter and in the Test Fleet case which was the Hoffa trial in Nashville, Hooker has been involved in many other legal issues including the pending Death with Dignity bill. Many people query whether there are still available historical moments. As we are all aware, we recently were faced with a contested retention election for Supreme Court Justices. NBA member Liz Sitgreaves lead the retention support by LAW and NBA members Lew Conner, Aubrey Harwell, Robert Echols, and Hal Harden as well as others who were instrumental in leading the NBA to support retaining the Supreme Court Justices. Even more recently, NBA members Abby Rubenfeld and Bill Harbison, along with several others from Sherrard & Roe, were involved in the same sex marriage case. In Obergefell v Hodges the Supreme Court found laws banning same sex marriage to be unconstitutional thanks to these Nashville lawyers. In summary, Nashville lawyers in the distant past as well as in the recent past have made history. If given the opportunity, will you? n

Edward D. Lanquist, Jr., President Joycelyn Stevenson, President-Elect Dewey Branstetter, First Vice President John C. McLemore, Second Vice President Charles K. Grant, Immediate Past President Ryan D. Levy, Young Lawyers Division President Whitney Haley, Secretary Hon. Joe B. Brown, Treasurer Eric W. Smith, Assistant Treasurer Lela Hollabaugh, General Counsel Robert C. Bigelow Hon. Joe P. Binkley, Jr. Hon. Sheila D. Calloway Kathryn S. Caudle Margaret M. Huff Hon. William C. Koch, Jr. Irwin J. Kuhn Claudia Levy Hon. Randal S. Mashburn Jeffrey Mobley Andrea P. Perry Erin Palmer Polly Matt Potempa David L. Raybin Sara F. Reynolds Nathan H. Ridley Maria M. Salas Saul Solomon Overton Thompson, III M. Bernadette Welch

NASHVILLE BAR ASSOCIATION Each day, we work hard to help people and businesses in our community. The NBA has a wide variety of services and programs that can help lawyers work smarter, stay informed and keep connected with fellow attorneys. From sole practitioners to the largest firms, from legal aid attorneys to those in private practice, the NBA supports all of us so we can better serve our clients and the justice system. Our Bar Association is much more than just a collection of services. The power of our membership lies in the power of the people. WE are the Bar. And together, we shape the future of the legal profession.

Got an Idea for an NBJ Article? We want to hear about the topics and issues readers think should be covered in the magazine. Send it to nikki.gray@nashvillebar.org Nashville Bar Journal - August 2015

communiqué

On Saturday, August 1, 2015, the Nashville Bar Association’s Young Lawyers Division held the 18th Annual Carbolic Smoke Ball. Proceeds from this year’s event benefit two local non-profit organizations: CASA Nashville & Nashville Children’s Alliance.

FREE to NBA MEMBERS! $20 Guest tickets

A big thank you to our generous sponsors, hosts, and committee members!

Thursday, September 24th 5:30 - 8:30 p.m. @Walk of Fame Park

Platinum Sponsor: Patterson Intellectual Property Law, PC

Dunking Booth! Local BBQ! Local Beer!

Gold Sponsors: Pepper & Brothers, PLLC Stites & Harbison, PLLC Waller Lansden Dortch & Davis, LLP

-Golden Oldies

The August Golden Oldie featured Jack Norman, Jr (just leaving the plane) and Ogden Stokes. This photo originally appeared in the August 1962 issue of Flying Magazine.

Nashville Bar Journal - August 2015

Silver Sponsors: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Burr & Forman LLP Butler Snow LLP Dickinson Wright PLLC Gullett, Sanford, Robinson & Martin, PLLC Neal & Harwell, PLC Sherrard & Roe, PLC Bronze Sponsors: Bass, Berry & Sims PLC Bradley Arant Boult Cummings LLP Cornelius & Collins, LLP Frost Brown Todd LLC Kay, Griffin, Enkema & Colbert, PLLC Nelson Mullins Riley & Scarborough Ogletree, Deakins, Nash, Smoak & Stewart, P.C. Intelligent Office Small Firm Sponsors: Hollins, Raybin & Weissman, P.C. Kinnard, Clayton & Beveridge Kraft CPAs Waypoint Law PLLC

Sponsors: Ajax Turner American Born Moonshine Beam Suntory Best Brands, Inc. Get Noticed! Jackalope Brewery Sazerac SpeakEasy Distillery TennSouth Distillery Hosts: Jennifer Arce & Marco Calderon Bahar Azdari Russell & Anna Belk Colleen & Michael Bracken Scott & Lauren Douglass Jeff & Allyn Gibson Will Hicky Joseph & Emily Hubbard Jessica Jernigan-Johnson & Hunter Johnson Tracy & Jeremy Kane Burke & Jenney Keaty Hunter & Mary Kitchens Ryan & Claudia Levy Emily Mack Peter & Sarah Malanchuk Justin & Candice McNaughton Tera Rica Murdock Jeremy & Ann Oliver Rachel & Josh Rosenblatt Gil & Danielle Schuette Taylor & Leigh Sutherland

2016 NBA Board Elections Members of the Nashville Bar Association will be electing six new Directors to serve on the NBA Board for a four-year term commencing January 1, 2016. The NBA Nominating Committee is meeting soon to discuss potential nominees. If you are an active member of the NBA and are interested in being considered for Board service, please contact the Executive Director of the NBA, Monica Mackie, at monica.mackie@nashvillebar. org or 615.242.9272 to submit your name. All names must be submitted for consideration by August 18, 2015. The Board elections will take place in November, and all members whose 2016 dues are received by the NBA no later than October 31, 2015, will be eligible to vote.

TUNE AWARD NOTICE Nominations are being sought for the John C. Tune Public Service Award to be presented at the Annual Meeting & Banquet on December 3, 2015. This award is to be given to the Nashville Bar Association member who has shown the highest degree of dedication not only to his or her work as a lawyer but to the betterment of the community in which he or she lives. The purpose of the award is to recognize members who make outstanding contributions to the greater Nashville area community while distinguishing themselves as practicing attorneys. Because of the nature of the award and the fact that it is to be considered the highest award which can be bestowed upon a member, it was decided that the award did not necessarily have to be given annually, but only when there is someone deserving of this award.

HOFFA CLE

SEPT 17

SEPTEMBER 17, 2015

HOFFA!

Co-sponsored with NBA Historical Committee 1:00 – 4:15 p.m. 3.0 FREE CLE Hours -

1.5 General & 1.5 Dual (Tennessee accreditation is in process – General/ Dual credit hours to be confirmed)

Nashville Public Main Library Auditorium Producers: ED LANQUIST

Patterson Intellectual Property, P.C.

ED YARBROUGH

Bone McAllester Norton PLLC

If you would like to nominate someone, please provide a detailed letter telling us why you feel the person is deserving. Nominations should be directed to Traci Hollandsworth at 615-242-9272 or traci.hollandsworth@nashvillebar.org.

UPCOMING EVENTS: NBA Happy Hour - Sponsored by Metro Law Dept. and Anderson & Reynolds Thursday, August 20, 2015 5:00 - 7:00 p.m. @ Metro Law Dept. 222 Second Ave, North Washington Square Bldg. - Ground Floor RSVP to Traci at traci.hollandsworth@nashvillebar.org.

-------------------------------NBA Member Picnic September 24, 2015 @ Walk of Fame Park 5:30 - 8:30 PM -------------------------------Annual Meeting & Banquet December 3, 2015 @Music City Center -------------------------------Nashville Bar Journal - August 2015

Feature

SERIES LLCs UPDATE: Where Are We Now? by:

Steven G. Gladstone, Esq.

Introduction The interest in the Series LLC as a viable and useful entity form is accelerating. References to the adoption of the form are becoming commonplace in business news and online sources. When I first addressed the Series Limited Liability Company ("Series LLC" or “SLLC”) entity in the Nashville Bar Journal in December, 2012 1 nine states were highlighted, including Tennessee, that had adopted statutes authorizing the formation of SLLCs. 2 As of this writing, five additional states plus Washington D.C. and Puerto Rico have enacted legislation creating the authority to form a Series LLC. This article is not a definitive comparison of currently enacted SLLC statutes nor of the few cases which have in some respect involved the entity form, but rather, its author hopes that is serves to update those interested in this useful business and legal tool as it discusses the recent trend of legislative enactment, the continuing dearth of instructive case law, emerging commentary and the author's prognostication as to the likelihood of survival of the SLLC entity form. States Recently Adopting Series LLC Legislation In recent legislative activity, 3 the states of Montana,1 (2013), Missouri2 (2014), Kansas3 (2014), North Dakota4 (2015) and Alabama5 (2015), plus Washington D.C.6 and the U. S. territory of Puerto Rico,7 have created the opportunity for the legal and business communities to utilize the SLLC entity form. Legislative Nuances In determining if and in what jurisdiction a SLLC entity should be formed, there are notable statutory language differences of which the business attorney should be aware.

Nashville Bar Journal - August 2015

One of the facets of the SLCC form (besides the critical feature of the erection of separate liability walls around assets, business purposes, management, etc.) that has intrigued the business community has been the availability of anonymity and privacy. However, this attribute exists in only a few states’ laws. Others, as enacted, do not permit the formation of a limited liability company which can be invisible to the public. 4 This difference centers on the requirement – or absence of it – of Secretary of State filing of the Series' Articles of Organization or Formation. (Still, a "head" LLC must be filed and fees paid.) The sidecar benefit is financial: with no public filing, the new entity is not required to pay an initial filing fee or annual registration report fees, which, with one entity, or over time with multiple entities, can result in substantial savings. Delaware was the first Series LLC state, effective in 1997. Its statute does not require filing of a Series LLC formed under its authority. Many new entities, regardless of their principal place of business, have chosen Delaware as the filing state for an SLLC. That jurisdiction was first in creating this entity form (for many of the same reasons the Bar has favored Delaware for corporation or LLC formation for decades) and it holds a significant body of law in entity formation and controversies as well as Chancery Courts dedicated to the subject matter with Chancellors who understand the issues in "corporate" (including LLC) disputes.

Tennessee followed suit in 2006 and also has no series filing obligation. States that require filing, such as Illinois, strayed from the privacy feature afforded in Delaware, Tennessee and Nevada, for example. That one difference in the various statutes creates an obligation of the attorney creating the formation documents to fully explain to the client the attributes of the state in which the client desires (and is advised) to file the head LLC. While Delaware remains a favored jurisdiction for creation and utilization of an SLLC entity, Tennessee attorneys need go no further than their home statute to accomplish initial head LLC filing and authorization of Series LLC entities that can remain private. 5 Case Law Developments In late 2012 there were no reported cases, from any jurisdiction, dealing with any aspect of a Series LLC. Since that time, a few cases have surfaced, not all officially reported. One of the earliest, an unreported case, came out of the U. S. District Court for the District of Maine styled GxG Management, LLC v. Young Brothers & Company, Inc. 6 In that case, the Maine court struggled with several questions regarding the Series LLC at the center of the controversy. It found that the SLLC (a Delaware series) was not separate from the [head] LLC but was a "series of interest" of the head LLC. This finding is wholly without support of the Delaware statute permitting the establishment of series entities. Another case, Alphonse v. Arch Bay Holdings, LLC, et al., 7 involved the assignment of a mortgage from a loan holding company (Arch Bay) to a mortgage foreclosure processor, AB-Series 2010B (the Series entity). Brought in the U. S. District Court for the E. D. of Louisiana, the matter presented an interesting twist in that the "head" LLC (assignor) took the position that the Series entity (assignee) was not an entity separate from the assignor. On appeal to the Fifth Circuit, the court states in dicta that "On the other hand, Series 2010B is a Series LLC, and

Series LLCs only exist to represent the interest of the parent LLC…" and went on to hold that the separation of entities issue is fact-specific, sending it back to the trial court for that determination. Yet again, the clear language of the Delaware series LLC law seemed to have been misconstrued – the legal separation of entities (head LLC from Series LLC) is quite clear in the statute. Recognition in Bankruptcy There are now filed cases in which a Series LLC has come under the jurisdiction of a Bankruptcy court. A recent and not yet officially reported case, (Crush Real Estate Series LLC, sole beneficiary of 427 East Sixth Street Realty Trust, Debtor, herein, "Crush Real Estate") 8 the Bankruptcy court in Boston is experiencing a Series entity as a voluntarily-filing Debtor for the first time. In recent telephone discussions with the Debtor's attorney, 9 he has confirmed that no creditor, trustee or other party has raised the issue of the Debtor's legal status as a wholly separate entity. Nor has there been any attempt at "piercing the veil" of the Series entity to reach assets of the head LLC or any of its sister Series LLCs. 10 It is noteworthy that Massachusetts does not have an SLLC statute and that Crush Real Estate is a Delaware Series LLC. Commentary When I first wrote about this interesting subject, there were a couple handfuls of articles concentrating on the unanswered questions presented by the "new and unproven" SLLC entity form. These writing were mostly by practitioners in states that did not have a statutory Series capability. Not surprisingly, the tenor of many of those essays was "Danger Ahead," projecting the potential pitfalls that the various statutes did not expressly address while giving little line space to the entity form's potential advantages. The winds of change now blow in another direction. An indication of the interest in this “new”

entity form now being seen is the proliferation of articles on the subject. Two worthy efforts are cited in the endnotes. 11 Many others are easily found by online search. Forecasting for Growth Since Series LLCs became known to a few business owners and their professional advisors, many of the legal essays published have consistently focused on a popular unaddressed issue, underscored by lack of reported case law: the risk of adverse construction of the subject statute by a foreign court. Key among those concerns was whether a state without a Series statute would honor the individual and separate entity status of a Series LLC formed in another state. (For instance see, Griffith, C., "Series LLCs: The Next Generation Of Passthrough Entities?", Forbes.com, February 16, 2015.) As has been seen previously, taxing authorities in some states and the IRS have led the charge on this issue, ruling that SLLCs are separate entities for purposes of taxation. It could be argued that now there is ample evidence that (i) non-Series states will recognize separate entity status of a foreign state SLLC and (ii) the SLLC entity form is here to stay. The strength of that argument is fostered by California, Tennessee and the IRS' recognition of separate entity status and the rationale behind the several recent states' adoption of the entity form. Moreover, at the policy-setting level of the Bar, a joint task force of the American Bar Association Tax Section's Partnerships and State & Local Tax Committees has proffered a document to the U.S. Treasury and to the ABA Tax Section (in January 2014), making the case in favor of SLLCs being recognized in all states. Additionally, the National Conference of Commissioners on Uniform State Laws is supporting the promulgation of a uniform law of Series LLCs, and another indication of heightened acceptance is the upcoming "Series LLCs" seminar being presented in August by a noted legal education company. Continued on Page 17 

Nashville Bar Journal - August 2015

Rife with Latent Power: The IRS & Tax-Exempt Status by:

Amy L. Moore

Chief Justice Marshall famously intoned in McCulloch v. Maryland that, “[a]n unlimited power to tax involves, necessarily, a power to destroy.”1 The Internal Revenue Service or IRS is no stranger to public controversy regarding its destructive nature. Throughout American history, the IRS has been used numerous times as a political tool. Why does the IRS feel that it has the authority to use, specifically, the designation of “tax-exempt” status to judge the political or ideological views of an organization? The answer lies in the delegated power to the agency and the Supreme Court’s reification of that power and of general deference to agencies. The IRS has the power, via the Internal Revenue Code or “Tax Code” to deem whether an entity qualifies for tax-exempt status. Section 501(c)(3) states that in order for an organization to be tax-exempt under that section it must be “organized and operated exclusively for religious, charitable, … or educational purposes.”2 Once an entity is deemed to be tax-exempt, the IRS may revoke or even modify that determination. Congress not only makes several explicit delegations of power in the Tax Code, it also provides the general command that “the Secretary [of the Treasury] shall prescribe all needful rules and regulations for the enforcement of this title…”3 The IRS does this in a variety of formats, with everything from Treasury Regulations issued in accordance with notice and comment requirements of the Administrative Procedure Act, to informal policy statements, to general and individual rulings. Notably, the IRS also issues Revenue Rulings, considered by the agency to be an official interpretation of the tax laws.4 Revenue Rulings generally provide a hypothetical fact pattern, an outline of the applicable provisions of statutes, regulations, or holdings of cases, and a con8

Nashville Bar Journal - August 2015

clusion interpreting how the law applies to that fact pattern. These rulings are non-adjudicative because they are applicable to more than just one party, and they are also binding. However, they are not issued with typical required procedure under the Administrative Procedure Act and so must be “interpretive rules” which are exempt from such procedure. The IRS exercised its given power in this area by using Treasury Regulations and Revenue Rulings to determine the real meaning of Section 501(c)(3). The IRS has said through Treasury Regulations that in order to qualify for tax-exempt status under this section, an organization must serve a public interest rather than a private one and an organization is charitable only if its activities are not illegal or contrary to public policy.5 In 1971 the IRS released a Revenue Ruling that it would no longer provide tax-exempt status to private schools which practiced racial discrimination.6 Although there was no federal statutory law to prohibit discrimination in schools, the IRS concluded that there was a “well-settled” public policy against racial discrimination.7 Since racial discrimination in education conflicted with public policy, an institution engaged in such discrimination could not be charitable and thus could not qualify under the exemption standard of §501(c)(3).8 The IRS’s entire explanation was barely two pages long.

Bob Jones University, which at the time of the Ruling discriminated against unmarried African Americans in their admissions policy, disagreed with this Revenue Ruling. After significant litigation over the issue of back taxes, the Supreme Court reified the IRS’ power in their landmark decision in 1983 in the case of Bob Jones University v. United States.9 The Court determined that the IRS had the authority to interpret section 501(c)(3) as it saw fit. The Court found that while the IRS should only make such determinations when there was no doubt of the publicpolicy violation, unclear federal policy was not at issue.10 The IRS was not declaring policy but rather enforcing the public policy already in existence, which made a significant difference in determining the scope of the IRS’s authority. The Court also determined that the intent behind 501(c)(3) was that any institution seeking tax-exempt status must serve a public purpose and not be contrary to established public policy.11 The biggest legal change following this case was the validation of the power of the IRS – its ability to use its own sense of what public policy was, subject to possible judicial review, in classifying an organization as tax exempt. Not only was this power vast, it was ambiguous. Would the IRS now begin investigations in schools’ policies and practices to find violations of public policy? What other behaviors would the IRS target? How far would this power extend? In 1989, the Office of the Chief Counsel of the IRS remarked that, that “[a]lthough applying on its face only to race discrimination in education . . . the implication of the Bob Jones decision extends to any organization claiming exempt status under [§] 501(c)(3) and to any activity violating a clear public policy.”12 This power was

only augmented by the shift in deference given to agencies that came with Chevron U.S.A., Inc v. Natural Resource Defense Council, Inc.13 The analysis in that case, famously termed the Chevron Two-Step, defers to an agency’s interpretation of a statute if Congress was unclear and the agency’s interpretation is reasonable. The addition of Chevron and its progeny to the judicial deference pantheon radically changed the dynamic of statutory interpretation between courts and agencies. If an agency interpretation was reasonable, the court had to defer without engaging in its own statutory interpretation. However, with the application of Chevron came the precursor question of whether Chevron deference applied in any given case. If a court did not give Chevron deference to an agency interpretation, what other options were there? The deference that existed before Chevron was called Skidmore deference – where the Supreme Court in Skidmore v. Swift & Co. would defer to an agency only to the extent it was persuaded by the agency to do so.14 Therefore after Chevron there were conceivably two tracks of judicial deference that courts could give to rules applying statutory interpretation – and for a long time which track a rule received depended upon what type of rule it was. For some time legislative rules constructed according to the rubric of the Administrative Procedure Act, and using either formal trial-type procedures or more informal notice-and-comment procedures, received Chevron deference; and informal interpretive rules that did not use these procedures, received Skidmore deference. But the Supreme Court was dissatisfied with this bright line break between notice and comment rules and interpretative rules and continued to tinker with this determination. Finally, in Barnhart v. Walton the Court gave a list of factors to deter-

mine whether an interpretive rule was still subject to Chevron deference, although the application of these factors is still muddy at best.15 Therefore, the mere use of notice-andcomment procedures should not be outcome determinative as to whether an interpretation deserves a certain level of deference. It is critical to ascertain which tool an agency uses to craft an understanding of the law and line it up with the factors at play in Barnhart to determine what kind of deference it deserves. The IRS could always decide to memorialize its determination on the public-policy issue in the context of a Treasury Regulation. In so doing, the regulation would be more than acceptable on Chevron grounds and would be deferred to as long as it was a permissible construction of the statute. However, should the IRS choose to advance its public policy expansion purely through a Revenue Ruling (which seems the most likely scenario since the Revenue Ruling that forbids racially discriminatory practices has still not been incorporated into a more formal setting), whether that Revenue Ruling receives Chevron deference is important. The critical difference is the involvement of the judiciary in ascertaining the correctness of the IRS’s interpretation of what is and what is not public policy. In order to see whether a court would be persuaded most particularly in the areas of gender and sexual orientation discrimination, it is necessary to analyze how an argument might be advanced that either kind of discrimination was against public policy. The Revenue Ruling used in the Bob Jones case traced the federal policy through all three branches of government. Examples of executive orders, landmark cases, and legislative enactContinued on Page 14 

Nashville Bar Journal - August 2015

Language and Litigation in Nashville Courts

What judges and attorneys need to know about interpreters in the legal process by:

Judith Kenigson Kristy, U.S.C.C.I. and Judge Lynda Jones

Nashville has become an international community with several beautiful cultures and languages. With every passing year, more and more Limited English Proficient (LEP) persons are appearing in the courts or requiring legal services of one kind or another. No matter whether the case is civil or criminal, or whether the LEP party is indigent or non-indigent, the Department of Justice has made it clear that language access is an integral part of an individual’s civil rights, and that every entity receiving any federal funding whatsoever (including courts, jails, social agencies, etc.) is required to provide linguistic access to services. See Limited English Proficiency: A Federal Interagency Website, http://www.lep.gov/. Here are a few tips to make fulfilling that requirement easier and more effective. If you need to determine the language spoken by a limited-English speaking individual, you may present them with the Language Identification Flashcard developed by the U.S. Census Bureau, which is available at http://www.lep.gov/ISpeakCards2004.pdf. The individual can check or point to the box that indicates the language he/she speaks. The court shall, pursuant to Rule 42 of the Tennessee Supreme Court Rules, appoint an interpreter according to the following preferences: (1) Certified (2) Registered (3) Non-Credentialed It is important to appoint according to preferences because only certified interpreters have passed all credentialing requirements. Registered interpreters have demonstrated that they speak two languages well but their ability to actually interpret in simultaneous, consecutive and sight translation modes has not yet been proven. Non-credentialed interpreters have not completed Tennessee’s court interpreter program requirements and are more likely than not 10 Nashville Bar Journal - August 2015

untrained and incapable of adequately performing the skills required to interpret in a legal setting. A non-credentialed interpreter may be appointed only if neither a certified nor a registered interpreter is reasonably available and “the court has evaluated the totality of the circumstances including the gravity of the judicial proceeding and the potential penalty or consequence involved.” In addition, the appointment of a non-credentialed interpreter requires that “A summary of the efforts made to obtain a certified or registered interpreter and to determine the capabilities of the proposed non-credentialed interpreter should be made in open court.” Tenn. S. Ct. R. 42(3)(d)-(f ). The Administrative Office of Courts (AOC) maintains a roster of interpreters on its website, www.tncourts. gov. At the top of the AOC webpage, put your cursor on “Programs”. A drop down menu appears; click on “Court Interpreters”. Follow instructions in the “Find an Interpreter” screen to access a list of interpreters for the language needed. The roster is arranged alphabetically by city. If no interpreter is listed on the roster for the language you need, please contact the AOC at (615) 741-2687. The Supreme Court rules do not specify whether the counsel, party, or court is required to secure the services of an interpreter. At present, the preferred method in most areas is for the court make arrangements for interpreter services, but the court can resolve the matter by issuing an order placing the burden on the person or persons the court deems appropriate. If the court expects a hearing or trial to last for several

hours or days, the court would be wise to appoint two interpreters to work as a “tag team”. Due to the level of concentration required to accurately perform simultaneous and/or consecutive interpretation, interpreters require frequent breaks to avoid errors caused by fatigue. If the court appoints two interpreters, they can perform continuous interpretation by alternating, thereby allowing the court to conduct the proceedings without unnecessary delays or interruptions. Use credentialed, preferably certified, court interpreters for both in-court and out-of-court events. Verify the interpreter’s credentials. If it is an in-court proceeding, make sure the interpreter is sworn in before the proceeding begins. o

Verify credentials by consulting your state court roster, or by calling your local, state, or federal court clerk’s office or interpreter services office. Judges should ask the interpreter to state his/her credentials on the record and, if he/ she is not certified, conduct a voir dire of the interpreter. (A sample voir dire can be downloaded at http: //www.tncourts.gov/sites/ default/files/docs/2015_attorneys_information_card.pdf.). Do not use untrained bilinguals. It is inappropriate to use family members, children, foreign language students or teachers, court staff, or law enforcement officers as interpreters. Don’t allow defendants to bring their own interpreters — not only does this practice create potential conflicts of interest, but the ad hoc person acting as “interpreter” may not be trained or competent. Don’t ask for a “translator” when you need an “interpreter” — they are not interchangeable. Translators work with written communication. Interpreters work with oral communication.

Be aware that an interpreter’s task is to create an even playing field for limited-

English speakers; an interpreter provides no advantage or disadvantage. o

Interpreters’ ethical standards, (see Tenn. S. Ct. R. 41), include a prohibition against interjecting their own knowledge, comments, or opinions into the interpretation. Interpreters are likewise prohibited from advocating for any party. Don’t ask interpreters for their opinions or even what they think a defendant or witness might or might not have understood; it is not their area of expertise.

Use the interpreter to facilitate direct communication with limited-English proficient parties, not as a “go-between”. o

Address the LEP individual directly in English, as if he understood everything you are saying. The interpreter will then interpret exactly what you have said in the required language. This avoids the use of indirect speech (e.g., “Ask him if ...” or “He says that...”), which can create confusion and a flawed record.

Check to make sure that all speech, by all parties, is being interpreted. o

If someone is speaking and the interpreter’s mouth is not moving, there is a problem. If someone makes a lengthy statement and the interpretation is only a few words, or vice versa, there is a problem. The interpreter’s job is to interpret everything that is being said— no omissions, modifications, or additions. In court, an interpreter should be interpreting simultaneously for an LEP defendant. If a non-English speaking witness testifies, an interpreter should interpret the questions and answers consecutively so that a clear record may be made.

To be understood, speak clearly at a moderate speed and an audible volume.

Unclear speech cannot be accurately interpreted. Avoid interruptions and overlapping voices. Avoid long, convoluted questions. Unfamiliar jargon or acronyms may cause a problem for the interpreter. Although reluctant to interrupt the give-and-take of courtroom exchanges, interpreters have an ethical obligation to ask for a repetition if speech is too low, too fast, too lengthy, or incomprehensible ( due to the use of unknown references, heavy accent, jargon, abbreviations, or acronyms). Very long or complex questions and answers can result in interruptions or incomplete rendering by the interpreter, causing confusion.

The interpreter’s only task is to interpret. In order to conserve neutrality, impartiality and confidentiality, the interpreter should not be asked to explain concepts, perform other tasks or be alone with a defendant. Whenever possible, the interpreter will exit the room when the attorney exits the room. o

Interpreters may not reveal information they have interpreted, but no privilege protects them if communication occurs when the attorney is not present. Any explanations that need to be made should be made by the attorney and then interpreted. The interpreter may, however, note and report to the attorney any confusion due to culture or vocabulary, and make an appropriate request for clarification.

Provide interpreters with the information and support needed to get the job done. o

The more information an interpreter has about a case, the better he or she can interpret. Arrange for interpreters to receive or have access to documents related Continued on Page 15  Nashville Bar Journal - August 2015

BIL L G A & PH DG ET O IL'S F THE

MONTH

Sony Digital Paper

By: Bill Ramsey, Neal & Harwell, PLC and Phillip Hampton, LogicForce Consulting

If you’re a techie, or ever tried to look like one, you have no doubt toted your laptop or tablet into a high-powered meeting so you can demonstrate how “tech cool” you are by having ready access to a cache of digital documents and by taking digital notes, leaving the old yellow legal pad out of sight. Yes, we have done the same thing. No matter that we love to doodle on our legal pad in between taking serious notes, or draw pictures, diagrams, or just weird geometric shapes; with digital note taking on a laptop, it’s all “business” all the time. However cool it may be to fire up our electronic devices as we go into a meeting; many times there seems to be an invisible barrier erected when the laptop screen goes up, particularly in small meetings such as client interviews or depositions. Tapping away on one’s laptop when carrying on a conversation can be disconcerting to the other party and may even be perceived as rude. Certainly we never picked up that vibe when just jotting notes on a legal pad….somehow, that is socially acceptable. But, alas, technical advancement means we must allow the yellow legal pad to succumb to its evolutionary destiny. Or does it? Sony has a gadget that might just resolve the dissonance we feel when using technology in personal meetings. The device is called Digital Paper. With Sony’s Digital Paper you can wirelessly (or via USB cable) transfer documents from your network to the device so that you can access them and even annotate them when you are away from your network. The first thing we noticed after getting our hands on one of these electronic tablets is how thin and lightweight the device is. Its thickness is only about a quarter inch (equivalent to about 30 sheets of paper); and it weighs just over 12.5 ounces. Clearly tucking this under our arm while going into a meeting is no more obtrusive than bringing in a legal pad. The other distinctive characteristic of Digital Paper is the e-ink technology which creates a very reflective display, allowing you to read documents even in bright light settings (unlike an iPad or most laptop screens). We really like the 13.3” display on the Digital Paper device that allows you to view an entire document formatted for 8.5x11 paper without having to scroll down the page. The stylus that comes with the tablet allows you to annotate directly on the documents saved on the device; and those changes can be synched back to your network when you return to the office. We also really like the ability just to create a new document on the fly with our handwritten (using the stylus) notes. Writing on Digital Paper using the stylus is not exactly like writing with a pen on actual paper (there is a bit of a delay); but the experience is as good as we have found on any digital note-taking device. Furthermore, for others in the room, it appears you are just jotting down notes on a legal pad….just the effect we were looking for. The storage capacity on Digital Paper is impressive (over 2,500 PDF files) which means for most cases, we could load up the device with all possible documents we would need to access during a meeting and carry them in on this thin Continued on Page 13 

12 Nashville Bar Journal - August 2015

BIL L GA & PH DG ET O IL'S F THE

MONTH

Bill & Phil's Gadget of the Month Continued from page 12

electronic legal pad…incredible. The battery life is equally impressive, with Sony boasting it can last up to three weeks on a single charge. We haven’t pushed the boundaries yet; but we have not yet even gotten close to running out of juice while using Digital Paper. When Sony first introduced Digital Paper, we thought it was a tremendous gadget, especially for attorneys. The introductory price of $1,100, however, seemed really steep and we anticipated that most of our colleagues would not see the device as a great value. Apparently Sony received that feedback from a lot of people like us; because they recently released new pricing for the device, a more reasonable $799. Of course, we both have forked over credit card numbers to buy our own Digital Paper devices and are gradually beginning to use it more and more, especially in small meetings. We relish being on the cutting edge of technology but still appearing retro traditional to colleagues and clients. We find that this type of technology humanizes us so that people will actually talk to us. Sony Digital Paper is giant step forward for geeks who need more social interaction. We feel your pain and have a prescription. 

See you next month, —Bill & Phil

Nashville Bar Journal - August 2015

Rife with Latent Power: The IRS & Tax-Exempt Status Continued from page 9

ments or discussions could be used to make a case for gender discrimination or sexual orientation discrimination. The IRS would not even have to prove, as was the case in Bob Jones, that there is no doubt of a federal public policy in the area. Under Chevron and its progeny, the IRS must at most persuade the court that the revocation of tax-exempt status for institutions that engage in gender or sexual orientation discrimination is a permissible construction of § 501(c)(3). With the cases of gender and sexual orientation discrimination having grounding in all three branches of government, it may not take much to persuade a court even if the IRS decision was relegated to Skidmore deference. Through the clear-cut case of racial discrimination in Bob Jones and the ever-growing deference to agency interpretations since Chevron, the Supreme Court has made the IRS rife with power. The power itself may still be latent inside of the agency, but it could be legally and viably used at any moment. Instead of abandoning the public-policy doctrine entirely, it makes more sense to leave the finer points of what qualifies as a public policy and the weighing of interests to Congress, as opposed to leaving it to complete agency discretion. Chevron cautions that if Congress is clear about a matter, then the agency must follow the will of Congress. The solution to this unbounded power is to make the statute clear about to what extent “charitable” includes public policy and to what extent the IRS may determine or declare public policy in assigning tax-exempt status to institutions. What is clear is that the agency does not currently have a strong limit its power in this area and the judiciary

14 Nashville Bar Journal - August 2015

cannot deny the exercise of this power as long as it is permissible, or at most, persuasive. As it stands, if a Revenue Ruling were given proper time and thought, then a quick run through of applicable law from each branch of government, no matter how brief, should be enough to allow the IRS to revoke tax-exempt status. The IRS indeed has the power to destroy universities or other organizations that are dependent on their tax-exempt status as a source of revenue. Whether that power can be used freely or can be restrained and used only when democratic processes may tease out the full measure of national public policy, remains an exercise in which only Congress may engage.  Amy L. Moore is the Director of Advocacy and an Associate Professor of Law at Belmont University College of Law.This piece is adapted from a longer article, Amy Moore, Rife with Latent Power: Exploring the Reach of the IRS to Determine Tax-Exempt Status According to Public Policy Rationale in an Era of Judicial Deference, 56 S. Tex. L. Rev. 117 (2014).

(Endnotes) 1 McCulloch v. Maryland, 17 U.S. (4 Wheat.) 316, 327 (1819). 2

I.R.C. § 501 (2012).

I.R.C. § 7805(a) (2012).

John F. Coverdale, Court Review of Tax Regulations and Revenue Rulings in the Chevron Era, 64 Geo. Wash. L. Rev. 35, 79 (1995). 4

Treas. Reg. § 1.501(c)(3)–1(d)(2) (as amended in 2012).

Rev. Rul. 71-447, 1971-2 C.B. 230

Rev. Rul. 71-447, 1971-2 C.B. 230. Only a few sources are used to demonstrate this policy.

Id.

Bob Jones Univ. v. United States, 461 U.S. 574 (1983).

Id. at 598.

Id. at 586.

I.R.S. Gen. Couns. Mem. 39,792 (June 30, 1989), available at 1989 WL 592760, at *3 (emphasis added). 12

13 Chevron U.S.A., Inc. v. Natural Res. Def. Council, Inc., 467 U.S. 837 (1984). 14

Skidmore v. Swift & Co., 323 U.S. 134, 138 (1944)

Barnhart v. Walton, 535 U.S. 212, 222 (2002).

Language and Litigation in Nashville Courts Continued from page 11

to the assignment: complaints and indictments with supporting documents, investigative reports, motions and responses, witness and exhibit lists, bank and telephone records, technical documents (autopsies, drug analyses, etc.), PSRs, and so on. Whenever possible, try to use the same interpreter for both in-court and out-of-court events in a given case. Whenever possible, inform defendants, court participants, and jurors about the interpreter’s role. In order to ensure an accurate record, provide a team of two interpreters for any lengthy or complex proceeding. o

Studies have shown that interpreters, no matter how experienced or competent, suffer mental fatigue after about 30 minutes of continuous interpreting. The use of a team prevents interpreter fatigue and ensures accuracy. Teams act as a safety net, so that errors may be corrected and terminology queries answered. When a large number of defendants will be present at a proceeding, it may be necessary to hire more interpreters to facilitate attorney-client consultations.

A conflict of interest is not the same for an interpreter as for an attorney. An interpreter can work for either side or both sides of a case. The only prohibition is that an interpreter cannot be a witness in the same case in which she is acting as a proceedings interpreter. o

Interpreters cannot be advocates or take sides. They are neutral officers of the court and thus may work for either side, or both sides, of a dispute. Nevertheless, before being appointed as a proceedings interpreter, the interpreter must reveal to the judge

and parties any prior contacts with the case. In addition, a conflict does arise if an interpreter may be called by one of the parties as a witness. An interpreter cannot testify as an expert witness and also work as a proceedings interpreter in the same case. Foreign-language evidence should be handled appropriately. Foreign-language documents introduced into evidence should be accompanied by a translation. (The translation may be stipulated, or authenticated through testimony.) A party offering recorded evidence should obtain prior transcription and translation of any sound file. A recording should never be translated “on the spot” in court. o

Court interpreters are tested and certified for their skills in interpreting, not translating. Do not assume that any interpreter (even a certified one) is automatically capable of producing a professional translation of documents; be sure to inquire about his or her experience and expertise in translation. Preferably, choose a Certified Translator who has been tested by the American Translators Association or a similar credentialing body. Just as there are experts in fingerprint identification and bloodspatter analysis, there are experts in the forensic transcription and translation (FTT) of recorded material for evidentiary purposes. Find and use an FTT expert for this kind of work and be sure to do so in a timely fashion – it can often take weeks to produce an accurate transcript, especially when the recording is long, noisy and characterized by overlapping voices and other auditory or linguistic problems. Never ask an interpreter to render a simultaneous interpretation of recorded

material in court — at best, the results will be approximate and guesswork, not evidence. Interpreters are support staff for your court: it is important to promote an atmosphere of consideration, respect, and cooperation among court’s officers and other personnel who work with them. When interpreters work in the judicial system, they need a table in the courtroom for notebooks and laptops, a cup of water, a place to store their belongings, and a place to rest when off duty. Your kindness is much appreciated.  Judith Kenigson Kristy is a Federal and State Certified Interpreter and a Certified Translator (English to Spanish and Spanish to English. She also served as the former translator for the United Nations Industrial Development Organization (UNIDO )and Mexican President López Portillo, and as former Director of the National Association of Judiciary Interpreters and Translators (NAJIT). Kristy currently works in Nashville and throughout the U.S. as an interpreter/translator in legal, conference and community settings, presents seminars on Ethics and Forensic Transcription/Translation (FTT) of A/V recordings, and acts as a consultant and expert witness for FTT transcripts and language access matters. Kristy welcomes questions and can be reached at jkinterp@gmail.com Judge Lynda Jones was elected to the bench on August 7, 2014. She received her BS in Communication with honors from the University of Tennessee at Knoxville. Her law degree is from the University Of Memphis School Of Law where she received the American Jurisprudence Award for Trial Advocacy. Judge Jones practiced law in middle Tennessee for 22 years prior to becoming a judge. She currently is a member of the Nashville Bar Association, General Sessions Judges Conference, and the National Association of Women Judges. She is a former Chair of the General Sessions Court Committee for the Nashville Bar Association and Fellow of the Nashville Bar Foundation. Judge Jones received the 2015 Nashville Business Journal Women of Influence Award in Public Policy Arena.

Nashville Bar Journal - August 2015

Non-Profit Spotlight:

TENNESSEE ART LEAGUE The local art scene on 5th Avenue is home to the Tennessee Art League (TAL), founded in 1954, to promote local artists by providing them with a place to exhibit their art and for the public to have free access to view this work. The TAL offers opportunities to all levels of visual artists throughout Middle Tennessee from emerging to professional to exhibit in our galleries, participate in classes, workshops, and network with other artists. Past President Jean Gauld-Jaeger recently spoke with me regarding the mission of this organization and how TAL benefits the Nashville arts community. According to Gauld-Jaeger, visual art can be paintings, prints, photographs, and sculpture. The Downtown Art Crawl happens on the first Saturday of every month and draws in upwards of 1,500 supporters! Everything in the gallery is for sale, and evidently doesn’t last long! The goal of TAL is to excite artists-to-be in their first experience of creating, showing, and selling their art and to encourage regional residents to develop their artistic talent in a process of self-discovery. TAL is the only organization in Middle Tennessee that is open to any visual artist at any skill level. The TAL is supported entirely by private funding through donations, memberships, sale of art work, and rental of its galleries for community projects and private events such as meetings or parties. A current donor campaign has a goal of raising $75,000 to maintain the artists programs, keep the gallery open, and build a solid foundation of outreach to local community organizations. TAL is a cooperative member-based 501(c)(3) nonprofit organization. TAL would welcome with open arms a local corporate sponsor!

16 Nashville Bar Journal - August 2015

The TAL also works with several outreach organizations such as Art Embrace (YMCA), Room in the Inn, Oasis Center, and Kids for Creative Arts (to name just a few). Through Oasis Center, for example, the TAL offers young people who are struggling with issues, a place to display and exhibit their art – giving them a visual voice; often this art reaches out and “touches” successful citizens purchasing this art who remember struggling with the same issues. Open Arms Care is an organization of severely handicapped adults who often have to use their teeth to hold their brush or even can only instruct their assistants where to put the mark on the canvas, the color to use, etc. Membership in the Tennessee Art League includes multiple benefits including access to display your visual art in the large remodeled gallery space in the heart of Nashville’s downtown art district, submission privileges of one painting every month for exhibition and sale in the Member’s Gallery, solo showcase opportunities, discounts on gift shop purchases, gallery rental for private events, and professional development programs in the business of art, social media promotion, marketing, networking with other artists, public relations, and much more. For more information on the history of the Tennessee Art League and its services, to donate to the Donor Campaign, purchase a Membership or see how you can volunteer, visit their website at www.tennesseeart.org. You can also like them on Facebook to see current events and exhibits.  This spotlight on Non-Profit Organizations was submitted by Marjorie Kaup Haines, Esq., 615-818-6988, margehaines@aol.com.

SERIES LLCs UPDATE: Where Are We Now? Continued from page 7

Indeed, the recent adoption of Series-capability statutes gives the entity form additional strength to counter the "viability-or-not?" issue. That argument is based on these assumptions (by the author): (i) the interest in another state to legislate the availability of the SLLC form is initiated by business interest in the subject; (ii) in turn, business owners inquire of their attorneys seeking explanation and attributes of the SLLC; (iii) once studied, those attorneys approach the legislature, becoming involved in the drafting of a proposed bill and/or suggesting provisions found in other statutes; and finally, (iv) the legislative process is initiated and ultimately a new Series LLC jurisdiction emerges. The point being made here is that the process and resulting seven new Series jurisdictions says it's not going away and "our business constituency wants access to this entity form on its home turf." Conclusion From observing the attractive attributes of the Series limited liability company entity form and the recent flurry of adoption by several jurisdictions, your author believes that like the LLC in its infancy, there will be caution by many members of the Bar when formation of a Series LLC is requested by a client. But also like the predecessor entity form, it appears that the Series LLC is gaining a foothold and is being recognized as a useful and liability-encapsulating entity form. The privacy feature in applicable jurisdictions adds both intrigue and the practical value of anonymity. Your author predicts that the Series LLC entity form will continue to be studied, refined and construed, and that it is here to stay. 

Endnotes 1 Gladstone, Steven G., Series LLCs – A Little Known But Advantageous Business Tool, Nashville Bar Journal, December 2012/January 2013, p. 17). 2

Id., p. 20.

Recently enacted state Series LLC statutes: 1 2 3 4 5 6 7

Mont. Code Ann. § 35-8-304. Mo. Ann. Stat. § 347.186. Kan. Stat. Ann. § 17-76.143. N.D. Cent. Code Ann. § 10-32-17. Ala. Code § 10A-5A-11.01. D.C. Code § 29-802.06. 14 L.P.R.A. § 3967.

For instance, Illinois, Wisconsin, Missouri and Kansas.

Tenn. Code Ann., §48-249-309.

GxG Mgmt. LLC v. Young Bros. & Co., No. CIV. 05-162-B-K, 2007 WL 551761 (D.Me. Feb. 21, 2007); on remand, 2007 WL 1702872 (June, 2007).

Alphonse v. Arch Bay Holdings, L.L.C., 548 F. App'x 979 (5th Cir. 2013).

Crush Real Estate Series LLC, sole beneficiary of 427 East Sixth Street Realty Trust, Debtor, Petition Chapter 11 Voluntary Petition, Crush Real Estate Series, LLC, No. 1:15-bk-12105 (U.S. May 28, 2015).

Gary Cruickshank, Esq., Law Office of Gary W. Cruickshank, 21 Custom House St # 920, Boston, MA 02110.

Mr. Cruickshank currently has three series LLC debtor cases in the Boston bankruptcy court; one of the two in addition to Crush is not related to the Crush dynasty of companies.

Clearing the Hurdles: Making the Case for the Series LLC, written and thorough researched with excellent citations by Kimberley Y. David and published in USC’s Business Law Advisor. Another in-depth view, as of early 2014, is Series LLCs – December 2013 Update on Recent State Legislative and Taxation Developments, Griffith, J. L., and Long, Jr., J. E., Tax Management Memorandum, 55 TMM 83, 3/24/14, reproduced in Bloomberg BNA, the Bureau of National Affairs, 2014.

Steven Gladstone is Of Counsel in the Nashville office of Hall Booth Smith, P.C. His current practice is concentrated on corporate entities, company structure and business transactions in subject matter ranging from intellectual property to healthcare. Mr. Gladstone wishes to recognize the substantial assistance in the preparation of this article which was given by Ms. Pirjin Tayip, a Belmont College of Law summer associate at Hall Booth Smith. Mr. Gladstone can be reached at www. sgladstone.com or by email at sgladstone@hallboothsmith.com.

Nashville Bar Journal - August 2015

Inaugural Class: Jeffrey Allen, Laura Baker, Rebecca Barnett, Joshua Burgener, Grover Collins, Alicia Cottrell, Jeff Gibson, Allen Grant, Sheryl Guinn, William Hicky, Lauren Kilgore, Whitney Henry Kimerling, Emily Lamb, Jennifer Lankford, Joseph McKinney, Josh Mullen, Tony Orlandi, Bart Pickett, Rachel Rosenblatt, Rebekah Shulman, Elizabeth Sitgreaves, Taylor Sutherland, Jennifer Wade, Charlotte Wolfe, and Gulam Zade

Lawyers, Citizens, Leaders: The Nashville Bar Foundation Leadership Forum by:

Anthony (Tony) Orlandi

In May 2015, 25 young local attorneys completed the Nashville Bar Foundation’s inaugural Leadership Forum. As the second Leadership Forum begins this month, I was asked to relate my experiences as a member of the inaugural graduating class. The Leadership Forum had a profound impact on me and it will, I believe, have a significant impact on the local bar and the city as the program continues. The Leadership Forum was composed of nine program days, spread out one day per month over nine months. Each day had a different “theme”, such as public service, professional development, and access to justice, among others. During the Leadership Forum sessions, we had the unique opportunity to meet personally with community leaders, public officials, federal and state judges, legislators, court administrative personnel, and “lions of the bar,” as well as many others. Each of us was also paired with an experienced attorney mentor, who met with us multiple times, advised us along the way, and fostered a professional and advisory relationship meant to last beyond the program graduation date. As for the 25 program participants, the Steering Committee selected us from a group of nominees. Collectively, we reflected an array of legal backgrounds, including private and public attorneys, outside counsel and inside counsel, large firm attorneys and solo practitioners, and plaintiff and defense attorneys. In one form or another, each of us had exhibited leadership in the community before joining the Leadership Forum. Among other notable accomplishments, our group included the former President of the Lawyers’ Association for Women in Nashville, the past President of the Napier-Looby Bar Foundation, and the leader of the Coalition for Fair Courts.

18 Nashville Bar Journal - August 2015

As I am sure my colleagues in the program would echo, the Leadership Forum exceeded our expectations in every respect, and it is difficult to overstate the impact that the Leadership Forum had on us personally and professionally. On a personal level, I now have close relationships with 24 other attorneys who are bright, bold, intelligent, and forward-looking members of the Nashville bar. We celebrate each other’s accomplishments (one member just became the Public Policy Liaison for the Young Lawyers Division of the Tennessee Bar Association), inform each other of important bar activities (two members recently sponsored a series of CLE presentations), and unite for civic endeavors (such as creating teams for the recent Lawyers for Littles event). On a professional level, from start to finish, the program impressed upon us that young attorneys have a meaningful role to play in crafting the future of the local bar and of the city of Nashville. The Leadership Forum prompted us to understand each other’s perspectives, to learn from one another, and to form lasting bonds. Most importantly, it made us think much harder about where we fit in the bar and in the community as a whole. As someone who moved to Nashville from Boston sight unseen, I never expected to become so connected to the city. I heard from the venerable George Cate about the foundational role that lawyers played in the contentious merger of the city and Davidson County in the 1960’s; from author Keel Hunt about how lawyers and other leaders united the

partisan divide to oust corrupt Governor Ray Blanton in 1979; from Mayor Karl Dean about his continuing efforts to improve the City; from Casa Azafran Executive Director Renata Soto about the efforts of her organization and other non-profits to improve the lives of immigrant communities in Nashville; from sitting state legislator-lawyers, who spoke about how their experiences as lawyers influenced their legislative duties; and from Chief of Police Steve Anderson (himself a lawyer), who spoke with quiet conviction about his department’s community outreach and anti-domestic violence initiatives. It was evident from these presentations that the Nashville Bar Association recognizes the importance of creating lawyers who are community-oriented leaders, as well as legal professionals. I imagine that the incoming secondyear class members and their respective employers may be wondering what there is to gain from the Leadership Forum. After all, Leadership Forum participants lose about one day per month from their normal workday, during which a private firm attorney could be billing clients, a government attorney could be working through a large caseload, or an in-house attorney could be responding to pressing questions from management. While these are legitimate concerns, there are reasons why the program is worth the time away. The program benefits participants individually: they meet other lawyers who can serve as valuable resources and allies in the future, they receive a holistic view of the Nashville community, and they learn strategies to enhance their professional development. The program also benefits employers, because program participants hone leadership skills that will help them excel at their jobs, and they foster connections with Nashville business, nonprofit, and political leaders that should

be valuable to any employer. Ultimately, though, my impression of the Leadership Forum was that it is not primarily about individuals enhancing their own careers or advancing the interest of a particular employer. Instead, it is about fashioning a new generation of lawyers who appreciate their place in Nashville’s civic structure and the role that they can play in shaping it. Employers who encourage their young attorneys to participate in the Leadership Forum are making a short-term sacrifice for the long-term benefit of the local bar and the city as a whole. In sum, if the NBF intended to empower a group of young attorneys to form lasting bonds with each other and to become invested in the city’s future, they succeeded. On a final note: to the incoming Leadership Forum class, I wish you the best of luck in what will be a transformative experience for your legal career. All of us in the inaugural class are here to help you in any way that we can.  Tony Orlandi is a current judicial clerk for Judge Aleta A. Trauger in the U.S. District Court for the Middle District of Tennessee. In October, he will transition to work as an Associate at Branstetter, Stranch & Jennings, PLLC.

Tracy Alcock Raquel Bellamy Jonathan Carlton Caldwell Collins Allison Cotton Ashonti Davis Mark Donnell Elizabeth Foy Andrew Free Evelyn Hill J. Wallace Irvin Cornell Kennedy Alexander Koval Adrienne Kepner Laraby Tera Rica Murdock Austin Payne Peter Robison Josh Rosenblatt Andrew Ross Audrey Dorrough Seamon Jessica Thomas Rachel Thomas Patrick Warfield Susan Neal Williams Sean Wlodarczyk

2015-2016 CLASS

Nashville Bar Journal - August 2015

The Nashville Bar Association 100% Club is a special category of membership that demonstrates a commitment to the legal profession and our community from legal organizations with more than three attorneys that have 100% of their Nashville attorneys as members of the NBA. Members will be listed monthly in the Nashville Bar Journal and will appear in our annual directory. Contact Vicki Shoulders at 615-242-9272 or vicki.shoulders@nashvillebar.org if you have any questions. Thank you for supporting your local bar association!

Bradley Arant Boult Cummings LLP (108) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (100) Butler Snow LLP (62) Bone McAllester Norton PLLC (38) Sherrard & Roe, PLC (32) Adams and Reese LLP (31) Lewis Thomason (29) Neal & Harwell, PLC (29) Dickinson Wright PLLC (28) Stites & Harbison, PLLC (28) Gullett, Sanford, Robinson & Martin, PLLC (27) Manier & Herod, P.C. (26) Burr & Forman LLP (24) Ortale, Kelley, Herbert & Crawford (22) Riley Warnock & Jacobson, PLC (21) Frost Brown Todd LLC (19) Patterson Intellectual Property Law, PC (16) Ogletree, Deakins, Nash, Smoak & Stewart, P.C. (15) Branstetter, Stranch & Jennings, PLLC (14) Cornelius & Collins, LLP (14) Nelson Mullins Riley & Scarborough (13) Brewer, Krause, Brooks, Chastain and Burrow, PLLC (12) Hall Booth Smith, P.C. (12) Leitner, Williams, Dooley & Napolitan, PLLC (12) Spicer Rudstrom, PLLC (12) Legal Aid Society of Middle Tennessee and the Cumberlands (11) Watkins & McNeilly, PLLC (11) Smith Cashion & Orr, PLC (10) Dodson Parker Behm & Capparella, P.C. (9) Dollar General Corporation (9) Kay, Griffin, Enkema & Colbert, PLLC (9) Littler Mendelson, P.C. (9) Morgan, Akins & Clark, PLLC (9) Corrections Corporation of America (8) Lassiter, Tidwell & Davis, PLLC (8) Schulman, LeRoy & Bennett, P.C. (8) Howard Mobley Hayes & Gontarek, PLLC (7) Jones Hawkins & Farmer, PLC (7) Levine, Orr & Geracioti, PLLC (7) Parker, Lawrence, Cantrell & Smith (7) Taylor, Pigue, Marchetti & Blair PLLC (7) Buffaloe & Associates, PLC (6) Evans, Jones & Reynolds, P.C. (6) Hollins, Raybin & Weissman, P.C. (6) Keller, Turner, Ruth, Andrews, Ghanem & Heller, PLLC (6) Law Offices of John Day, P.C. (6) 20 Nashville Bar Journal - August 2015

Leader, Bulso & Nolan, PLC (6) White & Reasor, PLC (6) Wiseman Ashworth Law Group, PLC (6) American General Life Insurance Company (5) Farris Bobango, PLC (5) Haynes, Freeman & Bracey, PLC (5) Kinnard, Clayton & Beveridge (5) Loeb & Loeb, LLP (5) Martin Heller Potempa & Sheppard, PLLC (5) McAngus Goudelock & Courie (5) Reno & Cavanaugh PLLC (5) Rogers, Kamm & Shea (5) Trauger & Tuke (5) Cole Law Group (4) Dobbins, Venick, Kuhn & Byassee, PLLC (4) Goodman Callahan Blackstone, PLLC (4) Hale & Hale, PLC (4) Holton & Mayberry, P.C. (4) Robinson, Reagan & Young, PLLC (4) Rothschild & Ausbrooks, PLLC (4) Rutherford & DeMarco (4) Shackelford, Zumwalt & Hayes, LLP (4) Surber, Asher, Surber & Moushon (4) Tennessee Justice Center (4) Weatherly, McNally & Dixon, PLC (4) Anderson & Reynolds, PLC (3) Cameron Worley, P.C. (3) Carney Elkins Curry, PLC (3) Grissim & Hodges (3) Ingram Content Group Inc. (3) Larry R. Williams, PLLC (3) Lieff, Cabraser, Heimann & Bernstein (3) Luna Law Group, PLLC (3) MTR Family Law, PLLC (3) Nashville Electric Service (3) Prochaska Quinn & Ferraro, P.C. (3) Sarah Cannon Research Institute (3) Shackelford, Bowen, Zumwalt & Hayes, LLP (3) Smythe & Huff (3) Southern Environmental Law Center (3) Southland Title & Escrow Co., Inc. (3) Tennessee Department of Revenue (3) The Law Office of Martin Sir & Associates (3) Trust Tree Legal (3) Vanderbilt University Law School (3) Video Gaming Technologies, Inc. (3)

Nashville Bar Journal - August 2015

Disclosure

\Dis*clo”sure\ (n) The act of revealing, releasing or bringing to light relevant information concerning NBA Members & Staff. n Announcements n Kudos n People on the Move n Firm News n

Kenneth “Kenny” Byrd, attorney with Lieff, Cabraser, Heimann & Bernstein, LLP, received the Tennessee Association for Justice 2015 Paladin Award at the TAJ annual conference for his successful litigation against cigarette manufacturers R.J. Reynolds Tobacco Company, Philip Morris USA Inc., and Lorillard Tobacco Company in Florida federal courts. Byrd represents plaintiffs, most of whom became smokers as teenagers in the 1940s, ‘50s, and ‘60s - in an era in which the cigarette industry knowingly marketed to children with the aim to addict young Americans for a lifetime of cigarette use. The Paladin is TAJ's highest honor, given to attorneys who within the past year “have demonstrated superior skills as a trial advocate for their clients, have achieved an outstanding result for a client against great obstacles, have shown inspired devotion to improvement of the civil justice system, or have worked tirelessly to combat the significant threats to the civil justice system.

Mark P. Chalos, Managing Partner of the Nashville office of the national plaintiffs’ law firm Lieff Cabraser Heimann & Bernstein, LLP, has been named chair of the Public Education Committee for the American Association for Justice – a national organization which promotes a fair and effective civil justice system. Chalos was also re-elected to the Board of Governors and Executive Committee of the Tennessee Association for Justice, a state-wide organization dedicated to upholding and defending the Constitution. Chalos currently serves in the court-appointed leadership in the federal litigation arising out of the deadly fungal meningitis outbreak from contaminated steroid injections that caused the deaths of 64 patients and sickened more than 750 nationwide, including causing the deaths of 16 Tennesseans. An active member of the legal community and graduate of Vanderbilt University and Emory University School of Law.

Linda Knight was elected by her peers as a Fellow of the American Bar Foundation. The American Bar Foundation is an honorary organization of lawyers, judges, and legal scholars whose public and private careers have demonstrated outstanding dedication to the welfare of their communities and to the highest principles of the legal profession. The American Bar Foundation’s mission is to serve the legal profession, the public, and the academy through empirical research, publications, and programs that advance justice and the understanding of law and its impact on society.

Rob Breunig has joined Adams and Reese LLP as an Associate. Breunig advises employers and benefit plan trustees on a broad range of ERISA, PPACA, compensation and tax matters, and he also is experienced in labor and employment issues. Breunig earned both his J.D., in 2012, and his LLM, in 2013, from University of San Diego School of Law.

Legal Aid Society of Middle Tennessee and the Cumberlands, Tennessee’s largest non-profit law firm, released its 2014 yearend results, and the statistics reveal the ongoing importance and magnitude of the work provided by Legal Aid Society. Legal Aid Society staff members and attorneys, along with volunteer attorneys who assist them on a pro bono basis, provided $22.7 million worth of free legal help throughout 48 Tennessee counties in 2014. Together, they also handled 7,466 cases for low-income Tennesseans in 2014. Kicking off its first year in 2014, Legal Aid Society’s Volunteer Lawyers Program, which connects volunteer lawyers from across the region with low-income individuals needing civil legal assistance, also demonstrated monumental work, providing 6,801 pro bono hours during the year. Shuttleworth Williams has moved its Nashville, TN office location to L&C Tower, 401 Church Street, Suite 2700, Nashville, TN 37219.

Nashville Bar Association members may send Disclosure announcements via email to nikki.gray@nashvillebar.org Submissions are subject to editing. 22 Nashville Bar Journal - August 2015

Benjamin Katz has joined Frost Brown Todd. Katz focuses his practice in commercial litigation and works with an array of clients, including individuals, and private and publicly held corporations. Katz previously represented consumer finance companies in cases involving mortgage loan origination issues, auto finance fraud, and Consumer Financial Protection Bureau (CFPB) regulations. He also has experience in matters involving labor and employment law. Katz graduated from University of Georgia Terry College of Business with a BBA in Banking and Finance and earned his J.D. from Emory University School of Law.

Aaron | Sanders Law has moved to 801 Dominican Drive, Suite 208, Nashville, TN 37228-1906.

Welcome New NBA Members! Amaris Avant

Adrienne Laraby Office of General Counsel

Margaret Casey John Eichelman

Travis Joe Ledgerwood Manier & Herod, P.C.*

Janelle Grigaitis

Ross Matuszak

Wes Groth Lodestone Legal Group, PLLC

Samantha Sibley

Catrina Micehlle Hewlett Department of Human Services

Grace Stranch Branstetter, Stranch & Jennings, PLLC*

Michelle Sundgaard Malaka Watson State of TN, Department of Health Mark Williams Claire Ziegeler

* 100% Club

2015 NBA Premier Members: Elizabeth A. Alexander Gail Vaughn Ashworth Joe P. Binkley Jr. Jonathan Bobbitt Charles Robert Bone Charles W. Bone Leilani Boulware Jay S. Bowen C. Dewey Branstetter Jr. Joe B. Brown Kenneth Sherman Byrd Kathryn Caudle Mark P. Chalos William T. Cheek III John Ray Clemmons Michael Clemons Dixie W. Cooper Patricia J. Cottrell Virginia Chase Crocker John A. Day Joy Day John Franklin Floyd Grant C. Glassford Charles K. Grant John J. Griffin Jr. William L. Harbison Marian F. Harrison Aubrey B. Harwell Jr. Trey Harwell G. Miller Hogan II Paul T. Housch Margaret M. Huff Michael F. Jameson R. Jan Jennings Jordan S. Keller John D. Kitch William C. Koch Jr.

Irwin J. Kuhn Edward Dodson Lanquist Jr. Thomas W. Lawless Claudia Vettel Levy Randal S. Mashburn Carol L. McCoy Robert G. McDowell Jeffrey Mobley Marlene Eskind Moses Patricia Head Moskal Michael I. Mossman Dean Newton Mattison C. Painter Gregory J. Pease Tracy A. Powell David L. Raybin Jonathan E. Richardson Edgar M. Rothschild III Maria M. Salas Carolyn W. Schott Thomas J. Sherrard III Emily A. Shouse Saul A. Solomon John T. Spragens Michael G. Stewart James Gerard Stranch IV James G. Stranch III Hon. Aleta Arthur Trauger Irwin Bruce Venick Howard H. Vogel Michael J. Wall James L. Weatherly Jr. Peter Weiss Thomas V. White Larry R. Williams Nicholas S. Zeppos

Dial-A-Lawyer is held the first Tuesday of each month. The public is invited to call in with basic legal questions.

July Volunteers:

Helen Cornell Chris Hugan Jeff Kohl Tom Lawless Doug Pierce Joe Rusnak To volunteer your time, please contact Wendy Cozby, LRIS Coordinator at wendy.cozby@nashvillebar.org or 242-9272. Pro Bono credit does apply and dinner will be provided.

Nashville Bar Association members may send Disclosure announcements via email to nikki.gray@nashvillebar.org Submissions are subject to editing.

NBA Premier Membership is a special category that recognizes our members who desire to demonstrate the utmost in commitment and support to the NBA Programs & Services. Contact Vicki Shoulders (615.242.9272, vicki.shoulders@nashvillebar.org) for details. Nashville Bar Journal - August 2015

Classifieds

office space

Office Space Turn-key Attorney Solution Class A Office Space furnished with phone and trained reception staff to represent your firm. Conference Rooms, File Storage and 24 hour access. Great views on 15th floor next door to courthouse downtown. Phone system tracks billable time for your client call-in/outs. Call for details 615-928-1900. www.intelligentoffice.com Downtown Office condos for Lease or Sale. 500 to 2500 sq. feet. 501 Union Street, 5th floor. Near Legislative Plaza. Call Lynne at (615) 259-1550. For Sale or Lease Historic Office Bldg. For Sale or Lease: .8 Acres, corner lot with traffic light. 3400 sq. ft. 12 minutes from Courthouse, ample parking and ample on-site storage. Quick access to Opryland, Airport, hospital, and all interstates. 1215 Gallatin Rd. S. Contact Steve North, 615-860-7644; stevenorth@comcast.net Germantown Office space for rent. Family association of attorneys in general practice. Restored historic house near Bicentennial Mall and the new Sounds stadium in Sulphur Dell. Large office available, and virtual office offered. Shared conference room, kitchen with free onsite parking. Call 615256-6681, ext 3

Mediation, Deposition, or Case Review Space We have furnished offices and conference rooms available next door to the courthouse downtown. Includes reception, lobby, kitchen. Available by the hour, day, week, month or more on 15th Floor UBS Tower with 24 hour access. File Storage available. Call for details 615-928-1900. www.intelligentoffice.com Germantown Single office space available for attorney in Germantown neighborhood just north of downtown Nashville. Close to the courts and downtown law firms but without downtown parking fees. Building constructed in 2011. Conference room down the hall and your own parking space in our lot behind the building. (615) 800-8919.

Advertise your Office Space in the Nashville Bar Journal

THOMAS F. BLOOM, J.D. (Emory 1977) (615) 260-5952; www.bloomappeals.com Retained by attorneys throughout the State for 29 years to draft briefs and/or argue cases in over 400 appeals, State and Federal. Research assistance also available. Quality Guaranteed at reasonable cost. References available upon request.

Visit the NBA's Career Center & Get Started: http://careerwebsite.com Employers:

Job Seekers:

- Place your job in front of our highly qualified members

- Search for & quickly apply to great, relevant jobs

- Manage jobs and applicant activity right on our site

- Set up Job Alerts so you are immediately notified any time a job is posted that matches your skills or interests

- Create an anonymous job seeker profile or upload your anonymous resume so - Limit applicants only to those who are qualified employers can find you - Fill your jobs more quickly with great talent

24 Nashville Bar Journal - August 2015

Elder Law Practice of Timothy L. Takacs .................................................... Back Cover Thomson Reuters ............ Inside Front Cover NBA Directory Order ........ Inside Front Cover IPSCO ............................. Inside Back Cover First Tennessee Bank ................................. 21 NBA Career Center .................................. 24 Thomas F. Bloom, JD ............................... 24

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Should You Join the NBA LRIS? LRIS Markets & Advertises Your Services When you join the NBA LRIS,

your practice benefits from the LRIS’ marketing and advertising programs. Currently, LRIS reaches potential clients through advertising in the Yellow Pages in various telephone directories throughout the state. Clients are referred to us through a variety of sources including the courts, Office of the Attorney General, employee assistance programs, other Bar Associations and the Social Security Administration. Also, our on-line presence attracts clients nationwide. JOIN NOW Contact: Wendy Cozby, LRIS Coordinator (615) 242-9272 | wendy.cozby@nashvillebar.org The NBA Lawyer Referral & Information Service is the Exclusive Referral Service for the Nashville Bar Association.

Advertising: Contact Tina Ashford at (615) 242-9272 or tina.ashford@nashvillebar.org Classified Advertising: Rates: $75 for the first 50 words and $1 for each additional word. Available Sections: Expert Witness, For Sale, Forensic Document Examiner, Technical Support Services, Office Space, Litigation Services, Office Sharing, Vacation Rentals and Accounting.

Display Advertising: Full and Half Page color and black & white advertisements. Quarter and Eighth Page black & white advertisements. Please contact Tina Ashford for a display advertising quote.

Lawyers’ Professional Liability Insurance – We Can Fit the Pieces Together! With 14 carriers to choose from, IPSCO can properly insure your risk, enhance your coverage and possibly reduce your premium! • Competitive Rates • Financially Strong • Zero Deductible Available • Coverage Available Up to $20 Million • Choice of Claims Expenses - Inside or Outside the Limits Contact us today for a no-obligation premium indication! IPSCO INSURANCE PLANNING & S E R V I C E C O M P A N Y, L L C

Elder Law Practice of Timothy L. Takacs

Elder Law: It’s About More than Just the Money

Elder law is about more than just protecting assets from the high cost of nursing home care. It’s about using those assets to enhance the elder’s quality of life.

When your clients are dealing with the long-term illness or disability of an elderly loved one, point them in the right direction with a referral to Elder Law Practice of Timothy L. Takacs. Our multi-disciplinary practice empowers families to respond to quality of life concerns that asset-focused firms don’t address, such as care coordination, patient advocacy, and insurance issues. For two decades, improving quality of life for elders and the families who love and care for them has been our primary focus. We can help your clients, too.

Middle Tennessee: (615) 824-2571 Toll-Free: (866) 222-3127 Family Website: www.tn-elderlaw.com Professional Education Website: www.elderlaweducation.com

Life Care Planning Elder Law Estate Planning Care Coordination