Bell Nunnally & Martin LLP RSS Feed Jul 2018 00:00:00 -0800firmwise Nunnally Sponsors the Dallas Regional Chamber 2018 Dallas-Fort Worth Trade Mission to Europe<p>Bell Nunnally was proud to sponsor the Dallas Regional Chamber 2018 Dallas-Fort Worth Trade Mission to Europe. Partner Sonja J. McGill attended with a delegation of Dallas-Fort Worth business leaders, including Dallas Mayor Mike Rawlings, Fort Worth Mayor Betsy Price, and executives representing a wide range of companies, including DFW Airport, American Airlines, Downtown Dallas, Inc., Santander Bank, Balfour Beatty, and University of Texas, Dallas. The group banded together to share what DFW has to offer in an effort to promote economic development, tourism, and new business opportunities.</p> <p><img src="" hspace="0" vspace="0" align="absmiddle" alt="" border="0" width="800" height="533" /></p>Events13 Jul 2018 00:00:00 -0800 McGill Urges Employers to Consider Right Words and Actions for Workplace Harmony, Compliance in Dallas Business Journal<p style="text-align: justify;">Partner Sonja J. McGill authored the article titled, &ldquo;Right words in an employee handbook short-circuits harassment before it starts,&rdquo; featured in the <i>Dallas Business Journal</i>. The piece explores how establishing clear behavior guidelines, workplace &ldquo;dos and don&rsquo;ts&rdquo; and fostering a workplace culture of compliance &ndash; from entry-level employees to executives &ndash; is critical to ensuring that workers are productive, protected from harassment and clear on what is and is not acceptable behavior. McGill starts by looking at how the language and contents of employee handbooks are crucial to breaking down key concerns and questions, including acceptable internet usage; use of portable digital assistants (PDAs), such as smartphones; scheduling; absenteeism; and vacation procedure. She adds that, especially in the #MeToo era, ensuring that tools are in place for employees to voice concerns and that senior-level executives take claims seriously are vitally important, both for workplace harmony and to minimize liability and litigation. McGill notes that new employees need to be effectively trained and directed to those individuals responsible for addressing concerns, and incumbent employees need to be refreshed on the law through periodic update sessions.</p> <p style="text-align: justify;">Full text of the article is below, and can be viewed on the <i>Dallas Business Journal</i>&rsquo;s website by clicking <a href="">here</a>.</p> <p style="text-align: justify;"><b><i><br /> Right words in an employee handbook short-circuits harassment before it starts</i></b></p> <p style="text-align: justify;"><i>Employee handbooks or manuals are great tools for establishing a company&rsquo;s expectations for appropriate or acceptable workplace behavior. Yet, no single handbook can address every situation.</i></p> <p style="text-align: justify;"><i>Still, if there are certain policies you believe are critical to your employees&rsquo; success (and your sanity), including them in a manual sends a clear message that you will hold your employees to account when they act in ways that diverge from those expectations.</i></p> <p style="text-align: justify;"><i>Some form of the following guidelines are seemingly straightforward but they often drive managers crazy because they are prone to widespread abuse, particularly by employees who are predisposed to cause angst.</i></p> <ul> <li><i>Employee use of the internet for personal enjoyment.</i></li> <li><i>Employee use of their PDAs during the business day.</i></li> <li><i>Break schedules for certain job categories.</i></li> <li><i>Requirements for requesting and using personal time off, i.e., leave.</i></li> <li><i>No call/no show procedures.</i></li> <li><i>Absenteeism/tardiness policies.</i></li> </ul> <p style="text-align: justify;"><i>For accountability to work, remember that everyone shares responsibility for enforcing these rules; it is not simply the company&rsquo;s burden to do so. Otherwise, some employees will game the system, and the responsible ones will become resentful, and probably decide to leave because they believe the rule breakers are allowed to get away with murder.</i></p> <p style="text-align: justify;"><i>With respect to handling complaints of harassment and discrimination, particularly in this #MeToo era, it is important to make it clear to your employees that your company does and will not tolerate harassing or offensive conduct of any kind, and that employees are free and encouraged to report complaints without any fear of retribution, as long as they are made in good faith.</i></p> <p style="text-align: justify;"><i>The Supreme Court of Texas recently issued a decision concerning an allegation of same-sex sexual harassment called Alamo Heights Independent School District v. Catherine Clark (Tex. 2018). That decision is particularly instructive because the plaintiff presented credible evidence that she endured what she thought was harassing conduct for more than a year.</i></p> <p style="text-align: justify;"><i>The court ruled against her because the alleged harasser, a supervisor, was an &ldquo;equal opportunity&rdquo; menace to everyone. But, there was no disputing the plaintiff&rsquo;s claim that it took way too long for her employer to take her complaints seriously. Suffice it to say, a company that permits harassing behavior to persist for an extended period of time will chase away its valuable, high-potential employees who can easily find other jobs, thereby leaving behind mediocre ones with little commitment to the company&rsquo;s best interests, on top of potentially facing a large payoff to the complaining employee and his/her lawyer.</i></p> <p style="text-align: justify;"><i>Also remember, if someone complains about harassing or offensive conduct but is reluctant to take it any further than a casual conversation, you can best believe that your failure to remedy the situation in an official capacity will come back to haunt you.</i></p> <p style="text-align: justify;"><i>The moral of the story: You can set the tone for the workplace conduct you desire through an orientation process that often begins the very first day someone joins the company. The honeymoon period is not just reserved for new marriages; it also applies for companies and their newest recruits.</i></p> <p style="text-align: justify;"><i>This process, referred to as onboarding, does not have to be elaborate. It does require someone in authority speak for the organization to welcome new employees and inform them on the various &ldquo;dos and don&rsquo;ts&rdquo; that will make their time at the company positive and prosperous.</i></p> <p style="text-align: justify;"><i>Onboarding can be done individually or in a group setting. Use the honeymoon period judiciously, so that an employee cannot later claim they did not know how they were expected to act, or not, while working. </i></p> <p style="text-align: justify;"><i>For employees who have been around for a while, regularly train them when they stray from suitable decorum at your company. It is difficult for them to rely on the &ldquo;I did not know&rdquo; defense, but if you routinely train them, either through regular huddles or touchpoints that they are veering off from a good path, it is much easier to discipline them when you must.</i></p> <p style="text-align: justify;"><i>And, it is also easier to discipline someone back into practicing healthy work habits rather than getting rid of someone whom you rarely admonished and waited until the last possible moment to fire.</i></p>News11 Jul 2018 00:00:00 -0800 Ansley in HCCA's Compliance Today Provides an Overview of Health Care Fraud<p style="text-align: justify;">Partner Jeffrey J. Ansley and Gregory D. Kelminson, Legal Director of Compliance at Air Medical Group Holdings, Inc. <span>and former Bell Nunnally attorney, co-authored the Health Care Compliance Association (HCCA) <i>Compliance Today</i> article titled, &ldquo;The criminal regulatory framework.&rdquo; In the piece, Ansley and Kelminson examine health care fraud, providing: a survey of governmental regulatory agencies involved and enforcement priorities; examples of individual and corporate criminal prosecution; and takeaways for ensuring compliance. Ansley and Kelminson note that health care fraud costs the United States more than $100B a year, a number that continues to rise, and that investigation and prosecution of health care fraud have become large focus area for numerous federal agencies, including the U.S. Department of Justice and the Department of Health and Human Services, with agency and inter-agency sub-groups such as the Health Care Fraud Prevention and Enforcement Action Team (HEAT) and the Medicare Fraud Strike Force actively working to tackle the issue.</span></p> <p style="text-align: justify;">In terms of how companies can best remain in compliance and protect themselves from enforcement actions, Ansley and Kelminson suggest adoption and regular refreshing of strong compliance programs noting, &ldquo;<span>compliance professionals must be on continual alert for possible fraud, because early detection and action are key to an effective response.&rdquo; They go on to detail the minimum elements the U.S. Sentencing Commission uses in determining whether a company has an effective compliance program. Other suggestions offered for compliance professionals are to: routinely conduct and refresh employee training programs; have a direct chain of command, when possible; conduct internal and external audits, when feasible; and integrate compliance into a company&rsquo;s culture.</span></p> <p style="text-align: justify;">Ansley and Kelminson conclude:</p> <p style="text-align: justify;"><i>Healthcare providers operate in an increasingly complex and hazardous regulatory environment. As outlined above, the federal government has identified healthcare fraud&mdash;necessarily performed in close coordination with healthcare providers&mdash;as an area of intense focus for criminal and civil prosecution. This focus results from the massive and growing amount of money passing through the healthcare system on an annual basis. Since this amount will only grow as the population ages and the relative costs of healthcare continue to rise, it follows that the government&rsquo;s spotlight will continue to shine on healthcare providers and healthcare fraud prosecution. As a result, smart healthcare providers will be well served to conduct close, detailed reviews of their compliance programs and protocols to ensure that they stand the greatest chance possible of standing up to regulatory or criminal scrutiny. The engagement of skilled outside healthcare counsel can ensure that providers are well positioned if and when that day comes.</i></p> <div style="text-align: justify;">The full article, written for <i>Compliance Today</i>, Copyright 2018 <i>Compliance Today</i>, a publication of the Health Care Compliance Association (HCCA), can be viewed by clicking <a href="/27F299/assets/files/Documents/ct-2018-07-kelminson-ansley.pdf">here</a>.</div>News09 Jul 2018 00:00:00 -0800 Perez Named 2019 Dallas County Civic Voices Fellow<p style="text-align: justify;">Bell Nunnally attorney Ira B. Perez has been admitted into Leadership ISD's Dallas County Civic Voices Fellowship &ndash; part of Dallas-based Leadership ISD&rsquo;s efforts to work with and advocate for improvement at public schools in Dallas, Harris and Tarrant counties. Perez was selected based on demonstrating an &ldquo;exceptional commitment to ensuring equitable access to a high quality public education for all students.&rdquo;</p> <p style="text-align: justify;">The Civic Voices Fellowship is centered on the values of passion, empathy and innovation, with initiatives focused on information, insight and influence. As part of the leadership class, Perez will hear from key voices locally and nationally on education reform and excellence, engage on-site and hands-on with schools in Dallas County and serve as a community advocate for education reform and support.</p> <p style="text-align: justify;">To learn more about Leadership ISD and the Civic Voices Fellowship, please click <a href="">here</a></p>News05 Jul 2018 00:00:00 -0800 Mathes and Brent Turman speak at the Texas State Bar Annual Meeting<p style="text-align: justify;">Danica Mathes and Brent Turman gave presentations to the Texas Entertainment and Sports Law Section at the Texas State Bar Annual Meeting on June 21, 2018 in Houston, TX.</p> <p style="text-align: justify;">Danica Mathes spoke on the &ldquo;<u>Best Legal Practices for Brands and Non-Profits Advertising on Social Media</u>.&rdquo; The complex and ever-changing landscape of social media and mobile platforms brings new concerns to familiar topics ranging from celebrities, children, and user-generated content to intellectual property, promotions, privacy, and disclosures.&nbsp; Danica&rsquo;s presentation covered the rules and regulations for these emerging platforms, as well as best practices to help ensure that brands stay on the right side of the law.</p> <p style="text-align: justify;">Brent Turman spoke on the &ldquo;<u>Top 10 Video Game Decisions: from Donkey Kong to eSports</u>.&rdquo;&nbsp; This presentation touched on legal issues relating to the gaming industry, from yesterday&rsquo;s arcades to issues for today&rsquo;s streamers on Twitch to consider.&nbsp; The court decisions Brent presented addressed a wide variety of topics ranging from when content creators can use a public figure&rsquo;s likeness, to how legalized gambling will affect the gaming industry, to what to expect from the eSports industry in the not-so-distant future.</p>Events03 Jul 2018 00:00:00 -0800 Mills Featured on Attorney at Law and Texas Lawyer W. Mills is featured on <a href=""><em>Attorney at Law Magazine</em></a> and <a href=""><em>Texas Lawyer</em></a> for joing the firm's bankruptcy and financial restructuring practice.<br />News29 Jun 2018 00:00:00 -0800 Riemer Featured on Attorney at Law and Texas Lawyer L. Riemer is featured on <a href=""><em>Attorney at Law Magazine</em></a> and <a href=""><em>Texas Lawyer</em></a> for being elected to the board of directors for the <a href="">Dallas Chamber Symphony</a>. <br />News29 Jun 2018 00:00:00 -0800 Long and Ross Williams Explore Cryptocurrency Utility Tokens<p style="text-align: justify;">Partners <a href="">Robert Long</a> and <a href="">Ross A. Williams</a> authored the <i>Texas Lawyer</i> article titled, &ldquo;Ready Player One? Avoid Getting Played on Utility Tokens.&rdquo; The piece explores &ldquo;utility tokens&rdquo; &ndash; cryptocurrencies that provide users with access, now or in the future, to specific goods and services. Long and Williams note that utility tokens have come under increased scrutiny by state and federal regulators &ndash; including the U.S. Securities and Exchange Commission (SEC)<span> &ndash; as the question of whether they should be treated as securities is actively debated. Unlike the limited use arcade tokens &ndash; generally good only for one &ldquo;turn&rdquo; or &ldquo;game&rdquo; &ndash; utility tokens have value both in access to developing technologies and in terms of scarcity: this value raises the question of whether they are securities, and thus subject to a host of regulations and restrictions. Long and Williams consider both the risks for holders of utility tokens and what the future may hold for the cryptocurrency offshoot, as regulators and legislators work to issue guidance. <br /> </span></p> <p style="text-align: justify;">Full text of the article is below and is available on <i>Texas Lawyer</i>&rsquo;s website, by clicking <a href="">here</a>.</p> <p style="text-align: justify;"><b><i><br /> Ready Player One? Avoid Getting Played on Utility Tokens</i></b></p> <p style="text-align: justify;"><i>If you have ever been to an arcade, you know what a utility token is. You put your dollars in the change machine and you get out those brass coins that are somewhere between a nickel and a quarter in size. Their only use is for playing the games at the arcade. You do not buy them in hopes of reselling them for a profit in a secondary market. You buy them so that you can access certain goods or services. These are tokens with a specific use, also known as utility tokens.</i></p> <p style="text-align: justify;"><i>But what if the arcade&rsquo;s founders encouraged you to buy their tokens not only for the special goods and services they can access, but also by enticing you with their potential resale value? What if they told you that they had not built the arcade yet, but that you can put in money to help them do so, that you will receive their tokens in return, and that those tokens can be used to play the arcade games, but they might also appreciate to be worth significantly more on the secondary market than what you paid to get them? Are these really still just utility tokens, or are they also securities? What regulations govern them? And what risks might they pose? These are essentially the puzzles created by the advent of utility tokens in the world of digital currency (or cryptocurrency).</i></p> <p style="text-align: justify;"><i>Utility tokens have been &ldquo;hot commodities&rdquo; in the cryptocurrency world. Some think the classification provides legal protection from regulatory schemes. Others see them as a mere stepping stone in the evolution of blockchain technology. A few folks might even use them for their ostensible special purpose, which can be any number of things depending on the coin. What is clear, though, is that they have led to some eye-opening initial raises: Factom ($8 million), Filecoin ($257 million), and Telegram ($850 million).</i></p> <p style="text-align: justify;"><i>With the potential for high returns comes, you guessed it, high risk. You could very well buy $1,000 worth of utility tokens in an ICO this week, only to find them virtually worthless the next week. Regardless of whether your tokens increase in value, you could lose them forever (e.g., your digital wallet or the exchange could get hacked, or you could lose your private key).</i></p> <p style="text-align: justify;"><i>For those looking to get into this space, there are a minefield of regulatory regimes to sweep.</i></p> <p style="text-align: justify;"><i>For instance, recent statements by the Securities and Exchange Commission indicate that virtually all cryptocurrencies (with some notable exceptions, bitcoin chief among them) are securities. So if a utility token offering is not registered with the SEC, or the offering is not exempt from SEC registration, and the tokens are offered for sale in the United States, then the issuer may be offering unregistered securities in violation of Section 5 of the Securities Act of 1933. And if the utility tokens are securities, purchasers of the tokens may be subject to resale restrictions and &ldquo;exchanges&rdquo; that effect transactions in them needing to be registered with the SEC as a national securities exchange or alternative trading system.</i></p> <p style="text-align: justify;"><i>Why is bitcoin special? In short, bitcoin was developed organically and capital was not raised from investors&mdash;there was no ICO, for instance. Accordingly, bitcoin fails the Howey test for an &ldquo;investment contract&rdquo; because there was no investment of money in a common enterprise with the reasonable expectation of profit to be derived from the entrepreneurial and managerial efforts of others. Similarly, bitcoin is not considered to be a &ldquo;note,&rdquo; because investors neither loaned money to nor invested money with bitcoin developers in exchange for a fixed amount of periodic income. This oversimplified analysis identifies two key questions a utility token developer needs to consider: (1) are the tokens investment contracts; or (2) are the tokens notes. Indeed, the SEC has launched enforcement actions against developers and issuers of coins and tokens that it considered securities.</i></p> <p style="text-align: justify;"><i>Anyone seeking to avoid the federal securities laws and long-arm of the SEC should take cold comfort in the suggestion that a coin is not a security if it has a special purpose or utility. The SEC will look at the economic realities of the matter, and will ignore window-dressing designations of &ldquo;utility&rdquo; or &ldquo;special purpose&rdquo; when the underlying facts show the token is a security under the Howey test or a note analysis.</i></p> <p style="text-align: justify;"><i>Aside from SEC regulations, state securities boards and commissions have launched administrative actions and sent cease and desist orders where they suspect fraudulent, noncompliant, or materially misrepresented ICOs, or coin programs that functioned like multi-level marketing organizations. The Texas State Securities Board has been particularly active in this arena.</i></p> <p style="text-align: justify;"><i>Regardless of whether the utility tokens are considered securities, they are almost certainly subject to at least some of the Commodity Futures Trading Commission&rsquo;s regulations. The CFTC has announced that it considers all virtual currencies to be commodities. A virtual currency is a &ldquo;digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value, but does not have legal tender status in any jurisdiction.&rdquo; CFTC regulations typically do not apply to &ldquo;spot&rdquo; or cash transactions, but the CFTC has authority to police the spot markets for fraud and manipulation involving commodities, including virtual currencies, traded in interstate commerce.</i></p> <p style="text-align: justify;"><i>Furthermore, businesses that offer utility tokens may be subject to the Financial Crimes Enforcement Network&rsquo;s &ldquo;Know Your Customer&rdquo; and anti-money laundering requirements. So if you are hoping for truly anonymous transactions, utility tokens may not be the way to go. Depending on the facts and circumstances, FinCEN may require the businesses offering these tokens to be registered as &ldquo;money services businesses&rdquo; and comply with the attendant regulations.</i></p> <p style="text-align: justify;"><i>All that said, there are some encouraging reasons to navigate the maze of potential regulations. There is the opportunity to be a part of a cutting-edge disruptive technology and we all have heard stories of astronomical profits in the area. The SEC chairman has made clear that while regulations need to apply, he recognizes that blockchain technology may prove to be transformative and efficiency-enhancing.</i></p> <p style="text-align: justify;"><i>Perhaps even more encouraging, moves are being made to create statutory and legislative exemptions for utility tokens. Wyoming, for instance, has passed a statute providing for specific circumstances under which a utility token will not be deemed a security, at least at the Wyoming state level. Even more recently, in March several big-money cryptocurrency backers met with SEC officials to ask that blockchain-based tokens be exempt from SEC regulation&mdash;a long shot.</i></p> <p style="text-align: justify;"><i>What&rsquo;s clear is that this space is still evolving. For those willing to change their dollars (or bitcoin or Ether) for utility tokens, drop them in the slot, and play by the rules, though, they might just win enough tickets to buy a rainbow-colored pencil eraser. Or a small country.</i></p> <p style="text-align: justify;">Originally published on <i><a href="">Texas Lawyer</a></i>, June 6, 2018.</p>News27 Jun 2018 00:00:00 -0800 Nunnally Adds Bankruptcy Attorney Russell Mills as Partner<p style="text-align: justify;">Russell W. Mills has joined Bell Nunnally &amp; Martin LLP as a partner in its Bankruptcy and Financial Restructuring practice. Mills was previously a shareholder with Hiersche, Hayward, Drakeley &amp; Urbach, P.C.</p> <p style="text-align: justify;">&ldquo;We are pleased to welcome Russell to the firm,&rdquo; said James Skochdopole, managing partner of Bell Nunnally. &ldquo;His experience will expand and deepen our full-service commercial offerings. Clients appreciate Russell&rsquo;s ability to navigate both legal and business issues throughout the entire restructuring process.&rdquo;</p> <p style="text-align: justify;">With more than 30 years of experience, <a href="">Mills</a> represents clients in commercial bankruptcy and commercial bankruptcy litigation matters, including representing secured and unsecured creditors, creditors' committees, trustees, asset purchasers and debtors. He often handles real and personal property lease issues for businesses of all sizes. In addition, Mills regularly represents defendants in bankruptcy litigation involving preferential and fraudulent transfers and litigation against officers and directors. He also frequently represents clients in bankruptcy matters before appellate courts.</p> <p style="text-align: justify;">Mills is a graduate of the University of Mississippi School of Law (J.D., <i>cum laude</i>, 1992) and Millsaps College (B.B.A., 1985).<br /> <br /> Media Contact:<br /> Brittany Lewis<br /> Marketing Manager<br /> 214-880-6661<br /></p>Press Releases25 Jun 2018 00:00:00 -0800 Nunnally Partner Benjamin Riemer Elected to Dallas Chamber Symphony Board of Directors<p style="text-align: justify;">Benjamin L. Riemer, a litigation partner with Bell Nunnally &amp; Martin LLP, has been elected to the board of directors for the Dallas Chamber Symphony (DCS). Riemer will serve a three year term, effective through May 2021.</p> <p style="text-align: justify;">The Dallas Chamber Symphony is a Dallas-based chamber orchestra founded in 2011. Its annual concert series features a diverse range of music, including underrepresented and standard repertory, contemporary music, staged works and pieces with extra-musical elements &ndash; such as film, actors, dancers and narrators.</p> <p style="text-align: justify;">From its home at the Moody Performance Hall in the Dallas Arts District, DCS also provides educational opportunities to audiences and artists, including hosting the annual Dallas International Piano Competition and offering music education courses to area schools.</p> <p style="text-align: justify;">&ldquo;Ben&rsquo;s interest in and commitment to the DCS is a wonderful vote of confidence in the work we do and the art we create and look to foster in the community,&rdquo; said Richard McKay, conductor, founder and artistic director of the Dallas Chamber Symphony, &ldquo;We welcome his voice and his leadership.&rdquo;</p> <p style="text-align: justify;">&ldquo;The Dallas Chamber Symphony is one of the area&rsquo;s premier arts organizations,&rdquo; said James Skochdopole, managing partner of Bell Nunnally. &ldquo;Ben&rsquo;s energy and intellect will no doubt be a fine addition to the organization&rsquo;s leadership.&rdquo; In addition, our firm is moving to the Arts District later this summer, and we look forward to joining the DCS and playing our part in the growth of the Arts District.&rdquo;</p> <p style="text-align: justify;"><a href="">Riemer</a> is a partner whose practice focuses on complex commercial litigation. He is a member of the firm&rsquo;s Litigation; Bankruptcy and Financial Restructuring; Intellectual Property; White Collar Criminal and Regulatory Defense; and Entertainment, Advertising and New Media groups. Riemer has extensive experience in handling high-stakes business disputes in state and federal courts throughout the country. His business litigation docket routinely includes cases involving construction disputes, securities litigation, broker-dealer disputes, non-compete cases and business separations. Riemer also frequently counsels clients on legal issues facing businesses, investors and entrepreneurs.</p> <p style="text-align: justify;">Active in the community, and in addition to his involvement with DCS, Riemer serves as a Court-Appointed Special Advocate for Children (CASA) and is presently providing <i>pro bono</i> legal assistance to Texas Appleseed &ndash; an Austin-based advocacy group &ndash; in a high-profile housing discrimination matter in Port Isabel, Tex. He is a graduate of Albany Law School (J.D. <i>cum laude</i>, 2008) and Syracuse University (B.A., 2002).</p>Press Releases20 Jun 2018 00:00:00 -0800