Title: Memphis Bar Foundation Welcomes Tricia Adrian as a 2024 Fellow
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The Memphis Bar Foundation 2024 Fellows Reception was held recently at The University Club of Memphis and sponsored by Hobson Realtors. The Memphis Bar Foundation is the charitable foundation affiliated with the Memphis Bar Association. Tricia Adrian joins this prestigious group of individuals recognized for their service to the legal profession and the community.
“Being named a Memphis Bar Foundation Fellow is a tremendous honor,” says Terrence Reed, Fellows Selection Committee Chair. “Approximately 1% of Memphis area attorneys are invited to join the Memphis Bar Foundation Fellows each year.”
Adrian concentrates her practice in the areas of economic development, residential and commercial real estate, mergers and acquisitions, and commercial transactions. She has extensive experience in the preparation and structure of real estate acquisitions and dispositions, commercial loans, including real estate and asset-based loans, leasing transactions, and economic incentives, such as PILOTs, TIFs and CPACER programs. In addition, she represents both buyers and sellers in merger and acquisition transactions. From 2015 to 2021, she was listed as a Rising Star by Mid-South Super Lawyers for Real Estate Law. She was also recognized by Best Lawyers in 2024.
“It’s truly humbling to be recognized as a 2024 Fellow. I’m grateful for the opportunity to continue the important work we’ve been doing and excited to join this esteemed group,” said Adrian. “Together, we’ll contribute to the Foundation’s legacy of service, advocacy, and community empowerment.”
The Foundation annually nominates attorneys and judges to become Fellows. Nominees are chosen based on their devoted and distinguished service to the legal profession and the administration of justice and their adherence to the highest standards of professional ethics and personal conduct. Annually, the Foundation awards grants to non-profit organizations to support law-related projects and programs that fall within its mission. These grants would not be possible without the financial support of our Foundation’s Fellows.
Title: The Daily Memphian: Navigating new noncompete agreements
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The employment law landscape is undergoing a significant shift with the Federal Trade Commission’s new rule on noncompete agreements, initially proposed in January 2023.
At its core, a noncompete clause is a contractual provision between an employer and a worker that restricts the worker from engaging in certain competitive activities during and after their employment, typically within a specified geographic area and timeframe.
The FTC’s new rule represents a substantial departure from the status quo in most states, as it will prohibit employers from entering into noncompete agreements with their workers.
Though already subject to multiple legal challenges, the final rule is scheduled to take effect on Sept. 4, 2024.
Understanding the implications of the rule and its timeline is essential for both employers and employees.
Once effective, the final rule prohibits all new employee noncompete agreements regardless of role or compensation.
Whether existing noncompetes remain enforceable turns on a key aspect of the rule — its distinction between “senior executives” and “other workers.”
Existing noncompete agreements for the former, defined in part as individuals in policy-making positions who meet certain compensation thresholds, remain enforceable under the new rule. However, for other workers, existing noncompetes will become unenforceable.
A senior executive, as defined by the FTC’s new rule, is multifaceted, encompassing individuals who have held a policy-making role and received compensation meeting specific thresholds for their employment, including:
These criteria, among others outlined in the final rule, distinguish between designations and determine whether existing noncompete agreements are enforceable under the new regulatory framework.
The scope of this new rule by the FTC does not include noncompete agreements in some contexts beyond employer-employee relationships.
It is important to note that the final rule permits noncompete agreements between franchisees and franchisors.
Additionally, it does not forbid noncompete agreements entered into as part of bona fide business acquisition.
Similar restrictions often found in employment agreements such as the nonsolicitation of customers or other employees are not affected by this rule.
The FTC rule resembles recent legislative efforts in California to prohibit noncompetition clauses for employees. A state known for its labor-friendly approach to employment law, California’s courts previously invalidated most employee noncompetition agreements.
Though noncompetition agreements have generally been disfavored by courts nationwide, the convergence of federal and some state-level initiatives underscores a trend towards greater restriction of employee noncompete agreements.
The FTC believes its approach reflects an effort to balance the interests of employers and employees while addressing concerns about unfair competition and labor market dynamics.
However, the rule’s implementation has not been without controversy. Even before its effective date, the rule has faced legal challenges, with multiple lawsuits filed in federal court seeking to block its enforcement.
Notably, the U.S. Chamber of Commerce raised concerns about the rule’s potential impact on business operations and competitiveness.
However, a federal judge has since paused this litigation due to a similar lawsuit being filed just one day prior.
These legal battles highlight the competing interests surrounding the regulation of noncompete agreements and the broader implications for businesses, workers and the economy.
As the legal landscape continues to evolve, employers must navigate these adjustments thoughtfully and proactively.
These impending changes underscore the need for clear communication.
For instance, the rule requires employers to provide affected workers with notice if their noncompete agreement is no longer enforceable.
Employers should take steps to revise employment contracts and hiring practices accordingly.
By staying informed and adapting to regulatory developments, businesses can mitigate legal risks amid evolving employment standards.
This column was written by Jacob Swatley and originally appeared in The Daily Memphian.
Title: In Memoriam: Max Shelton
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It is with heavy hearts that we announce the passing of Max Shelton, esteemed colleague and cherished member of the Harris Shelton Hanover Walsh family. Max’s dedication, integrity, and unwavering commitment to excellence have left an indelible mark on our firm and the legal community at large. His sharp intellect, kindness, and mentorship have touched the lives of many.
As we reflect on Max’s profound contributions to our firm and the legal profession, we remember him not only for his legal acumen, but also for his warmth, humor, and genuine camaraderie. His presence will be deeply missed, and his legacy will continue to inspire us.
During this difficult time, our thoughts are with Max’s family, friends, and peers as we mourn the loss of a remarkable individual. Rest in peace, Max Shelton.
Max Shelton began practicing health care law in 1965. During his legal career, he represented a multi-state healthcare system of nonprofit hospitals and related organizations, which involved federal and state regulatory compliance, business and contract matters, medical staff issues, risk management, and litigation. He also served as an arbitrator and mediator of health care disputes through the alternative dispute resolution service of the American Health Lawyers Association, and he handled general business matters and civil litigation. Max’s knowledge of the health care industry was considered a highly valued resource by his clients. His 50+ years of practice paired with his understanding of the ever-changing landscape, daily challenges, and legal issues related to health care positioned him as a sought-after and trusted advisor.
Max was one of the founding members of the Tennessee Society of Hospital Attorneys, which formed in 1975 and later became the Health Law Section of the Tennessee Bar Association. He especially loved organizing and participating in the TBA’s annual Ski CLE. Max was a longstanding member and past president of the Memphis Bar Association and a Bar Foundation Fellow. In 2014, he was a recipient of the Law Chapter of the University of Memphis Alumni Association’s Pillars of Excellence Awards.
Daily, Max could be found interacting with the Memphis legal community at McEwen’s for lunch, where he spent countless hours mentoring young lawyers. His upbeat disposition and energy for life could not be matched. Outside of work, Max enjoyed a passion for sailing, skiing, and flying, but most of all, he cherished time with family and friends.
Arrangements are forthcoming.
Title: Harris Shelton Attorneys Defend Tipton County Election Commission
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In a recent legal battle that spanned multiple courtrooms, Harris Shelton attorneys Amber Shaw and Henry Talbot successfully defended the Tipton County Election Commission and its individual commissioners, alongside the Administrator of Elections for Tipton County. The case concerned the eligibility of Thomas Burrell to run for mayor in Mason, Tennessee in the November 2022 election.
Burrell, represented by Ohio counsel Percy Squire, contested the Commission’s decision that he was not eligible for office on constitutional grounds, seeking a temporary restraining order (TRO) in the U.S. District Court for the Western District of Tennessee to be placed on the ballot. Despite his efforts, the Court denied the TRO. Burrell then escalated the matter to the U.S. Sixth Circuit Court of Appeals, but his appeal was met with another denial.
Burrell continued his pursuit by filing a petition with the Tipton County Chancery Court. Meanwhile, out of state attorney Squire sought special admission to represent Burrell in Tennessee, a request that faced opposition from Harris Shelton’s attorneys and was ultimately denied by the Chancery Court.
Nonetheless, Squire appealed this denial to the Tennessee Court of Appeals, which the Court of Appeals denied, marking the end of a case that initially involved constitutional issues in federal courts but ultimately resolved on state-specific procedural matters.
In a legal landscape often marked by complex twists and turns, this case serves as a reminder of the importance of both understanding the intricacies of federal law and navigating Tennessee’s procedural hurdles effectively.
Title: Ameshia Forrest Elected to Young Lawyers’ Division of the Memphis Bar Association
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Harris Shelton Hanover Walsh, PLLC, one of Memphis’ largest law firms, today announced that Ameshia Forrest has been elected to the board of the Young Lawyers’ Division of the Memphis Bar Association.
Forrest joins a dedicated group of attorneys who are passionate about serving the legal community and promoting the practice of law in Memphis. The division provides opportunities for young lawyers to network, gain valuable experience, and contribute to the legal profession through various programs and initiatives.
“We are thrilled to have Ameshia represent Harris Shelton through her work with the Young Lawyers’ Division,” said Christopher Campbell, Chief Manager at Harris Shelton. “Her election reflects her outstanding reputation and commitment to excellence in the legal field. We are confident that she will be a valuable asset to the division and its mission.”
Forrest specializes in business and corporate law and bankruptcy. With a bachelor’s degree in political science from Belmont University and Juris Doctor and Master of Business degrees from the University of Memphis, her legal career began as an extern for Chief Magistrate Judge Tu Pham in the Western District of Tennessee during her law school years. Subsequently, she served as a law clerk at Harris Shelton and later undertook a federal judicial clerkship for the Western District of Tennessee under Judge John T. Fowlkes.
The Memphis Bar Association continues to attract talented young legal professionals who are passionate about making a difference in the legal community. The young lawyers division offers a wide range of opportunities for networking, professional development, and community involvement.
Title: Harris Shelton Hires Two New Attorneys, Expands Legal Team
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Harris Shelton Hanover Walsh, PLLC, one of Memphis’ largest law firms, has expanded its legal team with two new attorneys. Williamson Brandt and Ameshia Forrest joined Harris Shelton as associate attorneys and are licensed to practice in Tennessee.
“As we welcome these young professionals, our legal team expands not just in numbers but in expertise and passion,” said Harris Shelton Chief Manager Christopher Campbell. “Their commitment to excellence aligns with the values that define Harris Shelton, and we look forward to the valuable contributions they will make as we continue to provide exceptional legal services to our clients.”
Brandt currently serves as a key member of the Harris Shelton Tax Team, providing expertise in complex tax matters, M&A, business transactions, and estate planning. Holding an LL.M in Taxation from Georgetown Law, he brings a depth of technical proficiency and specialized knowledge to his clients’ diverse needs. Prior to his tenure at Harris Shelton, Brandt’s commitment to understanding tax law was evident in his academic pursuits. At Belmont Law School, he secured a joint JD/MBA degree and was honored with the CALI award for excellence in State and Local Taxation. Before law school, he studied economics at Samford University.
Forrest specializes in business and corporate law and bankruptcy. She is well-equipped to navigate the intricacies of both state and federal courts and her educational journey reflects her commitment to excellence, with a bachelor’s degree in political science from Belmont University and Juris Doctor and Master of Business degrees from the University of Memphis. Forrest’s legal career began as an extern for Chief Magistrate Judge Tu Pham in the Western District of Tennessee during her law school years. Subsequently, she served as a law clerk at Harris Shelton and later undertook a federal judicial clerkship for the Western District of Tennessee under Judge John T. Fowlkes.
The two attorneys join Harris Shelton’s award-winning team of more than 50 highly skilled attorneys, licensed to practice in 12 states and covering a broad range of over 62 practice areas.
Title: Harris Shelton Appoints Christopher Campbell as Chief Manager, Prioritizes Growth Initiatives
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Harris Shelton Hanover Walsh, PLLC, one of Memphis’ largest law firms, today announced that Christopher S. Campbell has been selected as chief manager of the firm. Bringing more than 25 years of diverse litigation and appellate expertise to the position, he becomes the first African American attorney to lead the growing law firm.
In this new role, Campbell will lead Harris Shelton toward its goal of giving its clients throughout the Mid-South the highest level of legal representation. He will oversee the broad responsibilities of firm operations, development, and growth initiatives, among others.
“Being at the forefront is nothing new for Harris Shelton,” said Campbell. “We were first led by Joe Hanover when he carried the suffrage movement, and our firm is committed to continuing its legacy of shattering glass ceilings, both within the firm and for our clients. I am eager to see where we go next.”
With offices in Memphis, Covington, Nashville, and Oxford, Mississippi, Harris Shelton has a wide reach that Campbell and the team plan to grow. The firm carries one of the most diverse portfolios of practice areas in the Memphis area, 62 in total, including litigation, real estate, healthcare, transactional, tax law, estate planning, corporate, bankruptcy, and municipal law. Of the firm’s more than 50 attorneys, 32 were named to the prestigious 2023 Best Lawyers in America list.
“As we move into next year, so much is happening in our area – Blue Oval City is making a billion-dollar investment just north of Memphis, Nashville is growing rapidly, and Oxford continues to steadily grow and diversify,” said Campbell. “As we add new attorneys, we do so with the mindset of meeting the growth and innovation across different industries. The law continues to evolve, and so do we.”
Together, Harris Shelton’s attorneys have been providing legal advice for more than 150 years. Its history includes Joseph Hanover, who persuaded the Tennessee General Assembly in 1920 to become the required 36th and final state to ratify the 19th Amendment giving women the opportunity to vote. Another founding member, Walter Chandler helped to pass The Bankruptcy Act of 1938, also known as the Chandler Act, which expanded voluntary access to the bankruptcy system in the United States. He would later go on to win the landmark United States Supreme Court case, Baker vs. Carr, which paved the way for diversity and equal protection in legislative districting throughout the country. Campbell and his partners look forward to continuing the legacy of Harris Shelton in advancing the law for the betterment of all.
Title: 32 Harris Shelton Attorneys Receive Best Lawyers Designation
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Harris Shelton Hanover Walsh, PLLC is proud to announce that 32 of its attorneys have received the Best Lawyers designation in the 2024 edition of the annual publication. Eight attorneys also received recognition in Best Lawyers: Ones to Watch in America. Jerry O. Potter and Barbara B. Lapides have been named Lawyer of the Year in their respective practice areas, personal injury litigation – defendants and municipal law.
First published in 1983, Best Lawyers is the oldest and most respected ranking guide in the legal profession. It recognizes top legal talent in more than 70 countries using peer review methodologies.
“Each year, it’s an honor to see a growing number of our members and associates named to this prestigious list of peer-voted awards,” said Harris Shelton Managing Member Brett Hughes. “Our team of more than 50 highly skilled attorneys excels in a broad range of practice areas.”
With each new publication, attorneys must maintain their votes in subsequent polls to remain listed. Harris Shelton attorneys who have received the Best Lawyers designation in 2023 include: Patricia E. Adrian, Robert K. Alvarez, G. Rice Byars, Jr., Susan Callison, Christopher S. Campbell, M. Anderson Cobb, Jr., Kannon C. Conway, Steven Douglass, Charles C. Drennon III, Allison T. Gilbert, W. Bradley Gilmer, A. Neal Graham, Jeffrey L. Griffin, W. Timothy Hayes, Jr., Brett Hughes, James B. Jalenak, J. Matthew Kirby, James L. Kirby, Karen S. Koplon, Barbara B. Lapides, Jonathan T. Martin, Paul A. Matthews, Edward J. McKenney, Jr., Jerry O. Potter, William Chad Roberts, J. Max Shelton, Tricia M. Y. Tweel, J. Kevin Walsh, Abigail J. Webb, George T. Wheeler, Jr., James D. Wilson, and William J. Wyatt.
Best Lawyers: Ones to Watch awards are extended to attorneys in the earlier stages of their legal careers for outstanding professional performance. Those who are recognized are selected following the same peer review process as that of Best Lawyers. Attorneys that received this year’s honor include Taylor B. Davidson, Kelsey Duckett, Sara Garner, Emily Hamm Huseth, Megan Lane, Amber Griffin Shaw, Warren A. Stafford, and Henry B. Talbot.
Lapides has been practicing law in the Memphis area for nearly 40 years. A former attorney for Hanover, Walsh, Jalenak & Blair PLLC, she joined Harris Shelton when the two firms combined in 2008. She has experience representing several municipalities in the greater Memphis area. First recognized by Best Lawyers in 2003, Potter has been included in the awards for 20 years now. With more than 40 years of experience as a trial lawyer and as an integral piece of Harris Shelton’s healthcare practice area, he has represented some of the largest health care organizations and entities in the Mid-South and beyond, delivering excellence in a wide array of complex legal matters.
Title: What’s in an acronym? With LIBOR and SOFR, a lot.
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The terms LIBOR and SOFR may not be very familiar to you. But in a few months, both will be highly consequential.
LIBOR, or the London Interbank Offered Rate, and SOFR, the Secured Overnight Financing Rate, are pricing mechanisms of global financial products and are used as the benchmark by all banks and lenders with commercial loans. In 2022, the U.S. Federal Reserve formally adopted a rule implementing the Adjustable Interest Rate (LIBOR) Act, identifying benchmark rates based on SOFR instead of LIBOR. As such, by June 2023, SOFR will replace LIBOR for good.
The United Kingdom’s Financial Conduct Authority regulates LIBOR and has been the dominant benchmark rate in financial contracts for a long time. But it was widely considered too vulnerable.
A global scandal emerged in 2012 when several large financial institutions colluded to manipulate LIBOR rates by making trades appear more profitable than they were, or adjusting their values to turn a profit dishonestly. Exposures like this meant LIBOR was also subject to credit risks that SOFR is not, because SOFR is calculated by compiling a spread of transactions rather than bank submissions.
U.S. dollar LIBOR panels will wind down in 2023. In December 2022, one-week and two-month LIBOR tenors ceased and LIBOR stopped appearing in new contracts. Meanwhile, SOFR has traded roughly $1 trillion in daily volumes, representing a transparent rate derived from the United States Treasury’s repo market. Put another way, SOFR indicates the cost of borrowing cash that has been collateralized by Treasury securities.
A plan to carefully transition will smooth the switch between LIBOR and SOFR this year. Thus, your business needs to prepare accordingly for the financial impact of this change.
SOFR transactions are calculated through repo agreements, which involve one party to the deal putting up cash and the other putting up collateral. Make it part of your business’ routine, or the routine of your financial department, to check the New York Federal Reserve’s SOFR publication every morning.
SOFR transactions are secured, unlike LIBOR. However, they only involve U.S. dollars, whereas LIBOR included other currencies like the Euro, the Japanese yen, Swiss francs, and the British pound sterling. The term structure is also backward looking. Depending on your company’s trades and other financial arrangements, these details may or may not be concerning.
Some of your loan documents may still have LIBOR provisions or language within them, and while redacting and/or changing is typically a straightforward process, overlooking this step could cause you legal headaches regarding contract enforcement.
Be sure to set aside time to comb through all loan agreements and arrangements to look for fallback language, derivatives, interest payment provisions, and more. If the files are digitized, this is usually as simple as using the “find in document” feature.
Often, your promissory note or loan agreement provides for the substitution by the lender of the benchmark used to determine the interest rate. Your applicable interest rate may be based on LIBOR plus a margin, and when substituting the benchmark (LIBOR to SOFR), then the lender can adjust the margin to realize a substantively equivalent rate.
It is important to assess whether your internal financial systems are prepared for the LIBOR to SOFR switch and whether they can easily adjust to these new, alternative interest rate benchmarks. To ensure compliance and to save time, it also helps to know whether your business is prepared with spread adjustments for your contracts.
It’s typical for companies to outsource processes like accounting, taxes, human resources, information technology, and other operations. But this also means that these third-party partners will be affected by the switch to SOFR, and you need to know how well they understand and are responding to the change before June. Arrange a dedicated conversation at the earliest opportunity and have a plan in place if it appears that their preparedness levels are not as high as your own. With the right steps, everyone involved can harness the opportunities posed by this new mechanism.
This article was written by Allison Gilbert and originally appeared in the Memphis Business Journal.
Title: Harris Shelton Expands Statewide C-PACE Practice
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C-PACE provides owners and developers with low-cost, long term, fixed-rate financing to improve energy efficiency, water conservation, and renewable energy projects
Harris Shelton Hanover Walsh, PLLC, one of Memphis’ largest law firms, recently announced the expansion of its C-PACE practice area, led by attorneys Tricia Adrian, Allison Gilbert, Billy Moss, and Will Brantley. Collectively, the group has more than four decades of experience in various aspects of commercial real estate.
C-PACE, or C-PACER in Tennessee, is shorthand for “Commercial Property Assessed Clean Energy and Resilience.” In T.C.A. § 68-205-101, the state’s addition of “R” to the acronym emphasizes allowing resiliency improvements.
“Offices, mixed-use developments, hotels, and apartment buildings are just a few of the kinds of properties that qualify for C-PACE financing,” said Adrian. “There is a wealth of opportunity for improvement projects including, but not limited to, more efficient building fenestration, HVAC upgrades, and even the implementation of solar power.”
Harris Shelton will assist counties and municipalities across the state with understanding, creating, and administering their own C-PACE programs. The practice group will continue to work with lenders and developers in C-PACE financing transactions, too.
The program provides an alternative path for property owners and developers to improve the energy efficiency of their buildings with low-cost financing provided by private lenders. Loan funds are paid back over time with a voluntary assessment on the property.
“As C-PACER becomes a more known financing model for property owners and developers, the economic benefit will continue to expand,” said Gilbert. “Statewide, there are ample opportunities for counties and municipalities to take advantage.”