the business law reporter - spring 2014

8/12/2019 The Business Law Reporter - Spring 2014

1/32

Mississippi Business Law Reporter | Spring 2014 Volume 5, Issu

The Mississippi

Business LawReporter


2/32


IN THIS ISSUESection Chairs Corner

By Stanley Q. Smith ........................................................................................................................3

Mississippi Secretary of States 2014 Business Legislation Update

By Hon. Delbert Hosemann .............................................................................................................5

Prolegomena to a Future Economic Development: Mississippi Targets Health Care and Life Science

Industries

By Tray Hairston ...........................................................................................................................11

The Benefits of Maintaining the Historical Tax Credits

By Andrew Hatten and Drew Norwood ........................................................................................15

The Mississippi Advantage: Encourage Your Clients to Create Music, Movies and Books in Mississippis

Entertainment Economy

By X.M. (Mike) Frasgona, Jr. ........................................................................................................19

Contributors to this Issue........................................................................................................................21

About the Chair and Editor ...................................................................................................................23

How to Contribute ...................................................................................................................................24

Section News & Announcements............................................................................................................25

Section Leadership...................................................................................................................................29

Section Information .................................................................................................................................30


3/32

Business Law Section | Spring 2014Volume 5, Issu

Section Chairs Corner

By Stanley Q. Smith, Esq.

Welcome to the Spring 2014 issue of The Missis-

sippi Business Law Reporter. I am pleased to reportthat your Business Law Section of The MississippiBar has been very active over the past severalmonths in providing benefits and services to ourmembership and to the Mississippi legal communi-ty.

On December 3, 2013, we co-hosted with theMississippi Corporate Counsel Association a socialat Nicks Restaurant in the Fondren area of Jackson.Our guests of honor were Secretary of State Delbert

Hosemann and his Chief of Staff, Doug Davis. Theopportunity to visit with our colleagues as well asthe top two people from an agency which is soimportant to Mississippi business, was appreciatedby many as it was one of the best attended BusinessLaw Section social events in recent years.

The New York State Bar Associations BusinessLaw Section made available to our Sectionsmembership a free-of-charge seminar on December11, 2013, concerning the Securities and Exchange

Commissions recent crowd-funding regulationproposal. This two-hour webcast featured speakersfrom the SEC, the Federal Reserve Bank of NewYork, and several distinguished attorneys. A weekprior to the event, I sent via LISTSERV an an-nouncement regarding this program to each of ourBusiness Law Section members. The program wasvery informative, and the materials offered fordownload to all attendees were invaluable.

On April 2, 2014, our Section co-sponsored a CLE

program for the first time with the AppellatePractice Section. We were fortunate to have retiredChief U.S. Bankruptcy Judge David Houstonpresent a teleseminar entitled Springtime Potpour-ri: Arbitration, Officers & Directors and LLCLiability Issues. Provided without cost to mem-bers of our two sections, attendees received onehour of CLE credit.

The Business Law Section has made matching

monetary donations to the Mississippi VolunteerLawyers Project and the Mission First Legal AidOffice. Both of these fine organizations do anoutstanding job of providing legal services toMississippians in need. I encourage you to considerhow you can individually support one or both ofthese groups by visiting them on the web at thefollowing addresses:

Mississippi Volunteer Lawyers Project:http://www.mvlp.net

Mission First Legal Aid Office:http://www.missionfirst.org/legalaid

Our Section has continued its tradition of presentinga scholarship award to outstanding business lawstudents at both the University of MississippiSchool of Law and Mississippi College School ofLaw. The deserving recipients for 2014 are BrianStuart at Ole Miss and Adam Wisner at MC.

In the coming weeks, the Business Law Section willbe providing additional CLE opportunities to ourmembership. You should give serious considera-tion to attending each of the following which shouldbe outstanding programs.

June 10, 2014, at the River Hills Club: TheEthical Thicket of Social Media Facing Mis-sissippi Lawyers. This seminar, being co-sponsored with the Mississippi CorporateCounsel Association, has been approved by

the Mississippi Commission on ContinuingLegal Education for one (1) ethics hour CLEcredit. Nationally-known speaker, MikeRubin, with his unique blend of scholarshipand humor and one of the most unusual mul-ti-media presentations youll ever see, wilchallenge your thinking, raise issues to pon-der, and give you something to smile about


4/32


The registration form for this seminar can befound toward the end of this newsletter.

June 26, 2014, at the Sandestin Hilton:Mississippi Construction Lien Legislation

presented by Cliff Harrison and Legal Is-sues of the Affordable Care Act presentedby Mike Chaney, Mississippi Commissionerof Insurance. This program will be offeredin conjunction with the Health Law Sectionas part of the Business Law Sections annual

meeting. Attendees will receive up to two(2) hours of CLE credit.

Information about these and other programs of theBusiness Law Section can be found at our webpage

on The Mississippi Bars website or by going tohttp://www.msbar.org/inside-the-bar/sections/business-law.aspx

I hope to see you at the upcoming CLE programsand the annual meeting.


5/32


Mississippi Secretary of States 2014 Business Legislation

Update

By Delbert Hosemann, Mississippi Secretary of State

_________________________________

When you hired me as Secretary of State, one of ourmain goals was to create a more business-friendlyMississippi. To promote economic development andgrowth through common-sense business proposals,the Secretary of States Office has collaborated withstate lawmakers, attorneys, business professionals,CPAs, and other subject matter experts to recom-mend, review, and draft improvements to Missis-sippis business laws. Since 2008, the Legislature

has adopted nearly thirty (30) business-relatedlegislative proposals developed through the Secre-tary of States Office. The proposals includedchanges to Mississippis corporate, LLC, nonprofit,trademark, and securities laws.

The 2014 Regular Session of the MississippiLegislature was a productive session for businessreform and refinement. The Legislature passedseven (7) business-related bills from the Secretaryof States legislative agenda. Here is a look at these

new laws.

I. Encouraging Economic Growth and Develop-

ment

1. Headquarters Relocation (HB 785)

HB 785 is intended to encourage companies torelocate their national or regional headquarters toMississippi. Under the proposal, a company relocat-ing its corporate headquarters to Mississippi, and

creating at least 20 jobs, may apply with the De-partment of Revenue for a tax credit. If the De-partment of Revenue finds the business meets therequirements it will allow a tax credit for actualrelocation expenses against the companys stateincome tax liability for the taxable year in which therelocation costs are paid.

The Mississippi Department of Revenue determinesrelocation costs, which the bill defines as non-depreciable expenses that are necessary to relocateheadquarters employees to the headquarters inconjunction with the initial establishment of theheadquarters facility. These relocation costs mayinclude typical moving expenses to relocate furnish-ings, household goods, and personal property of theemployee and members of their household, as well

as travel expenses to and from Mississippi in searchof a new home.

The maximum cumulative amount of the creditclaimed against the State in any one year is cappedat $1,000,000. The credit is non-refundable butexcess may be carried forward and used for a periodof five-year period.

Representative Jeff Smith sponsored HB 785, which

takes effect on July 1, 2014. Senator Joey Fillingane

sponsored the counterpart bill in the Senate.

2. Tax-Forfeited Properties (SB 2394)

Corporations now will be allowed to purchase tax-forfeited lands from the state, increasing the pool ofpotential purchasers for these properties. A corpora-tion can purchase up to one-quarter (1/4) section ofpublic land (160 acres).

Senator David Blount sponsored SB2394, which

takes effect on July 1, 2014. Representative TomWeathersby sponsored the counterpart bill in the

House.


6/32


II. Modernizing Mississippis Business Laws

1. Amendments to Agricultural Cooperative

Marketing Associations Law (HB 914)

Mississippis Agricultural Cooperative MarketingAssociations Law (79-19-1, et seq.) was firstadopted in the 1930s and has not been updated totake advantage of changes to antitrust laws.

HB 914 provides a much-needed update. Thelegislation allows a cooperative to do business withnonmembers not to exceed the amount of business itdoes for members and it also streamlines theadoption of changes to the bylaws. Previously, itwas very difficult for a cooperative to reach a

quorum. Under the new law if a vote is scheduledbut no quorum is present, the meeting will beadjourned and rescheduled for the specific purposeof voting on that amendment.

The bill also allows perpetual existence of thecooperative (previously 99 years), and clarifies thatMississippis non-profit corporation laws apply toAgricultural Marketing Cooperatives, to the extentnot covered by the cooperative statute.

The updates to Mississippis marketing cooperativelaw are intended to broaden Mississippis appeal asa legal situs for marketing cooperatives currently inMississippi or in other states.

Representative Bobby Howell sponsored HB 914,which goes into effect on July 1, 2014. Senator Buck

Clarke sponsored the Senate counterpart bill.

2. Mississippi Entity Domestication and

Conversion Act (SB 2322)

On March 19, 2014, Governor Phil Bryant signedinto law the Mississippi Entity Domestication andConversion Act. This Act allows business entitiesto change their legal form (known as conversion) orchange their state of incorporation (known asdomestication) through a filing with the MississippiSecretary of States Office.

The frequent number of calls the Secretary ofStates Business Service Division received fromcallers wishing to convert their businesses from oneform to another led the Secretary of States Office

to form a study group to consider whether a lawauthorizing domestication and conversion wasneeded. After receiving a favorable study grouprecommendation in 2012, the Secretary of StatesOffice worked with a sub-committee to draft theproposal later introduced in the Legislature.

The Act is intended to give business entities asimple, efficient, and inexpensive procedure tochange their business form or location. Previouslya business faced several cumbersome steps if it

wanted to change from one entity form to anotherUnder the new law, a plan of conversion must beapproved by interest holders in the pre-existingentity. The plan describes the conversion and itseffect in detail. The plan is required to include: thename and type of the current entity; the name,jurisdiction of organization, and type of the newconverted entity; the manner for converting theinterests in the pre-existing entity; the proposedpublic organic document of the new convertedentity if it will be a filing entity; and the privateorganic rules of the converted entity. After approvaof the plan by the interest holders, a statement ofconversion must be filed with the Secretary ofStates Office. A form for this is under developmentand will be available when the Act becomes effec-tive on January 1, 2015. The filing makes thetransaction a matter of public record. It becomeseffective upon the date and time of filing, unless alater date or time is specified.

The process for domestication is similar. Over theyears, many companies in the state were formedunder the laws of another state such as Delaware orNevada. This may have been done due to perceivedadvantages in forming your business using statutesof those states. Recent changes in the laws govern-ing corporations and LLCs in Mississippi make itnow more advantageous to be domesticated inMississippi. This Act will allow those companies to


7/32


become Mississippi entities by filing only a singleform with the Secretary of State.

The language in the bill was based heavily on theModel Entity Transaction Act (META), a model act

promulgated in 2004 by the National Conference ofCommissioners on Uniform State Laws, a group ofvolunteer lawyers appointed by the Governors orLegislatures of their respective states to draft modelstates laws. One notable difference between theMississippi and the model act is Mississippi did notadopt METAs provisions on mergers and interestexchanges. Those transactions will be governed byexisting law.

Senator Sally Doty sponsored SB2322. Representa-

tive Mark Baker sponsored the counterpart bill inthe House.

3. Name Reservation Provisions (SB2511)

The Legislature also passed a bill harmonizing thename reservation procedure for Business Corpora-tions, Nonprofit Corporations, Limited Partnerships,and Limited Liability Companies. The reservationof a business name occurs prior to the formation ofthe actual business entity. It allows for the entity toreserve the name and plans to use in the future for aset period of time. This prohibits any other entityfrom forming using that same name.

Previously, name reservation procedures wereinconsistent across business entity forms. Forexample, limited liability companies and limitedpartnerships were allowed to reserve a name for sixmonths, then had to wait 60 days after the expira-tion to reserve it again for another six months.Corporations, on the other hand, were allowed torenew their name reservation immediately uponexpiration. Foreign corporations, on the other hand,were allowed to register their name in the state for ayear with unlimited renewals.

The new act treats all entity types the same. Andname may now be reserved for six months with oneadditional six-month renewal. This prevents foreign

companies from "parking" unused names in theSecretary of State's database. If a foreign companywishes to keep its name from being used in thestate, it can register with the Secretary of State.

Senator Sally Doty sponsored SB2511, which goesinto effect on July 1, 2014. Representative Mark

Baker sponsored the counterpart bill in the House.

III. Making Mississippi More Competitive For

Trust Business

Trusts are important estate planning tools and maybe a strong economic driver for a state. Mississippihas limited trust laws. Through some law existsmuch of the current trust law is scattered and sparse

leading to uncertainty for both practitioners andcitizens wishing to form a trust in Mississippi.Trusts are easily established in any jurisdictionregardless of the settlors or beneficiarys state ofresidence, and many practitioners and trust profes-sionals are under a fiduciary obligation to recom-mend the best location for the trust. Due to theupdated trust laws in Tennessee and other statessome Mississippi citizens are taking their trustbusiness elsewhere. At a trust conference in No-vember 2013, a presenter (only half-jokingly)referred to Mississippis trust law as a great job-creator for the State of Tennessee.

In March 2013, the Mississippi Secretary of Statesoffice assembled a group of accountants, attorneysfinancial planners, bankers, insurance professionalsand trust officers to review and consider trustlegislation, with the goal of making Mississippistrust laws current, competitive, progressive, andattractive for individuals and business. The Legisla-ture adopted two major proposals recommended bythe study group the Mississippi Uniform TrustCode and the Mississippi Qualified Disposition inTrust Act. Both take effect on July 1, 2014.


8/32


1. The Mississippi Uniform Trust Code (SB

2727)

On March 24, 2014, Governor Bryant signed theMississippi Uniform Trust Code. The new law

provides a much-needed update to Mississippisdefault rule on trusts. It is intended to reduceuncertainly, suppress costly and needless litigation,and help grow the trust industry. The law provideguidelines where none currently exist, while alsopermitting the settlor maximum flexibility in settingup the trust. The Mississippi Uniform Trust Code isbased on the Uniform Trust Code, a uniform actapproved in 2000 by the National Conference ofCommissioners on Uniform State Laws. The UTChas been adopted in 27 states and the District of

Columbia. While the Mississippi Uniform TrustCode is based on a uniform act, it has a number ofnon-uniform provisions. A Task Force on the UTCmet for several months, going line-by-line throughthe act and considering improvements to the uni-form language.

The Mississippi Uniform Trust Code generallyfollows the format of the UTC. It includes an articleaddressing trust advisors and trust protectors whichwas not part of the uniform law, and leaves out thearticle on creditors rights, opting instead to useexisting Mississippi law in this area.

Article 1 contains general provisions and defini-tions.

Article 2 provides guidance on judicial proceedings,and clarifies a court in the trust's principal place ofadministration has jurisdiction over both the trusteeand beneficiaries regarding matters related to thetrust. The code does not attempt to address mostissues surrounding jurisdiction or procedure.

Article 3 governs representation, both by a fiduciary(personal representatives, guardians, conservators)and through virtual representation. This article alsoconfirms the courts authority to appoint representa-tives to represent and approve settlements forminors, and the incapacitated, unborn, or individu-

als whose identity or location is not reasonablyascertainable. Many practitioners have issuesinvolving trusts with unborn or minor contingentbeneficiaries. In these cases, practitioners must goto court, get a guardian ad litem appointed for the

minors and unborns, who then examines the situa-tion and makes a report to the court even thoughthe interests of the minor/unborns are the same astheir parents who are trust beneficiaries. Withvirtual representation, if the parents are in a positionto represent those interests, the costly and time-consuming guardian ad litem process will beavoided.

Article 4 provides statutory framework for creatingmodifying and terminating trusts. The requirements

do not generally depart from traditional doctrineThe trust code does utilize a three-part classificationof trusts: charitable, non-charitable, and honoraryThe most common trust is the non-charitable trustNon-charitable trusts require a valid purpose andascertainable beneficiary or beneficiaries. Charita-ble trusts have the opposite purpose, which is tobenefit the public as a whole. The honorary trustwas unenforceable at common law but is recognizedunder the trust code. An honorary trust lacks anascertainable beneficiary. The most commonexample is a trust to care for an animal.

In addition to the terms on creation and validityArticle 4 provides terms on modification andtermination of a trust. The modification provisionsare intended to help preserve the intent of thesettlor, but provide flexibility if a provision of thetrust no longer serves a material purpose. It alsoprovides for termination of trusts, if properlyapproved, when the size of the trust is insufficient tojustify continued administration.

Article 5 of the uniform act addresses creditorsrights and was not adopted in this bill; Mississippwill instead rely on the current creditors' rightslaws.

Article 6 addresses revocable trusts. Generallyrevocable trusts are treated as the equivalent of a


9/32


will under the trust code. Trusts are presumedrevocable unless the terms provide otherwise. Thearticle also provides the procedure to amend orrevoke the trust.

Article 7 covers the office of the trustee. All of thedefault rules found in Article 7 may be modified bythe trust terms. The rules address acceptance of theoffice, the role of co-trustees, changes in trustee-ship, resignation, removal, appointing successortrustees, and compensation.

Article 8 governs the duties and powers of trustees.

Article 9 is omitted since the Mississippi UniformPrudent Investor Act is already enacted in Missis-

sippi and codified in Sections 91-9-601 through 91-9-627.

Article 10 provides for the liability of trustees andrights of those dealing with trustees.

Article 11 is the miscellaneous provisions section ofthe act and provides for the effective date and thatthis bill will apply to all trusts created before andafter the effective date.

Article 12 addresses trust advisors and trust protec-tors. It provides a non-exhaustive list of powersthat may be given to trust advisors and protectors.Under Article 12, fiduciary responsibilities areplaced on trust advisors and protectors, to the extentthe trust advisor or trust protector is granted powerin the trust instrument. A trust advisor or trustprotector is considered an excluded fiduciary withrespect to each power granted or reserved exclu-sively to another individual. These excluded fiduci-aries, are under no duty to review actions by otherindividuals or recommend, report, communicatewith beneficiaries, or take any other action unlessthe terms of the trust provide otherwise. An exclud-ed fiduciary is not liable for the actions of otherindividuals. Only the individuals who hold thepower may be liable for the failure to exercise apower or the results of exercising that power.Likewise, administrative activities or recordkeeping

required by an individual's role with a trust will notgive rise to any duty concerning the exercise ornon-exercise of a power exclusively held by anoth-er. A claim against a trust advisor or trust protectormust be brought within one (1) year of the date the

trust beneficiary or representative of the trustbeneficiary received a report indicating the exist-ence of a potential claim. If no such report wasprovided, the claim must be made within three (3)years of the termination of the beneficiary's interestthe termination of the trust, or the removal, resigna-tion, or death of the trust advisor or trust protector.

To avoid conflicting and overlapping provisionsSB2727 repeals Articles 1, 3, 5, and 7 of Title 91,Chapter 9.

Senator Sean Tindell sponsored SB2727. Repre-

sentative Trey Lamar sponsored the counterpart bill

in the House.

2. Mississippi Qualified Disposition in Trust

Act (HB 846)

A qualified disposition trust, also referred to as aself-settled spendthrift trust or a domestic assetprotection trust, is an irrevocable trust in which thetrust creator (settlor) is allowed to be a beneficiaryof a trust while also receiving limited asset protec-tion.

Under the previous state law, only assets placed intrust for the benefit of a separate beneficiary re-ceived creditor protection.

To take advantage of a qualified disposition trustthe trust creator must first sign an affidavit statingthe trust creator is solvent, has title and authority totransfer the assets being put into trust, is not takingany action to defraud creditors, is not aware of anyundisclosed pending or threatened court action, isnot involved in any undisclosed administrativeproceeding, does not plan to file bankruptcy, and isnot transferring assets into the trust that werederived from any unlawful activity. The transferor


10/32


is required to secure a general liability policy of atleast $1,000,000 dollars.

The trust can be attacked through the UniformFraudulent Transfer Act, Section 15-3-101, et seq.

An action must be commenced within two (2) yearsof the qualified disposition or within six (6) monthsafter the creditor knows or should have known theproperty had been transferred into trust. If theperson becomes a creditor after the trust is created,the action must be brought within two (2) yearsafter the qualified disposition was made. Thecreditor must prove by clear and convincing evi-dence the transfer of property was made with intentto defraud the specific creditor.

A creditors right to trust assets can prevail in casesinvolving court orders for payment of alimony,child support, or equitable distribution of marital

property, compensation for death, personal injury orproperty damage occurring before the date of aqualified disposition, and judgments payable to thestate or a political subdivision, including court-ordered restitution. In the event the settlor did not

maintain the $1,000,000 dollar liability policy, acreditor may attach trust assets for satisfaction of adebt, but the collection cannot exceed $1,500,000dollars.

Representative Trey Lamar sponsored HB846

Senator Sean Tindell sponsored the counterpart bil

in the Senate.


11/32


Prolegomena to a Future Economic Development: Mississippi

Targets Health Care and Life Science Industries

By Tray Hairston

_____________________________________

I. Introduction

For years municipalities in Mississippi through theirelected leaders and stakeholders have been arduous-ly seeking creative ways to enhance the quality oflife of local citizens and improve economic devel-opment opportunities for their communities. Simul-taneous the entire state, from its Balance Agricul-

ture With Industry Plan in 1935 juxtaposed to itsaggressive recruitment of the automotive industry inthe new millennium, has also sought to promoteeconomic development but is challenged by authori-ties like Fitch Ratings Inc., a nationally recognizedcredit rating agency, which revised Mississippis2013 outlook to negative and noted the followingregarding the states manufacturing based economy:The economy continues to diversify and somesuccessful economic development initiatives shouldbolster employment in the coming years; however,the manufacturing concentration well exceedsnational levels. To thwart findings like Fitchs,Mississippi should diversify its economy and adopthealth care or life science based economic devel-opment initiatives like H.B. 1582 (2014)1 theMississippi Health Care Industry Zone Master PlanAct (the Health Care Zone Master Plan legisla-tion) where municipalities could potentially issuehealth care zone municipal bonds and lease thefacilities of the project back to a private health careindustry in a revenue generating capacity or usespecially allocated new market tax credits for gapfinancing.

1 H.B. 1582 (2014) passed the Mississippi House of Repre-sentatives on February 25, 2014 with a vote of 117 to 0;however, the bill died in the Mississippi Senate in the SenateFinance Committee on March 18, 2014.

II. Mississippi Health Care Zone Act (2012)

In 2012, the Mississippi Legislature passed theMississippi Health Care Industry Zone Act (theAct) codified at Miss. Code Ann. 57-117-1 eseq. The Act incentivizes medical supply compa-nies, biologic companies, laboratory testing compa-nies, medical product distribution companies

diagnostic imaging companies, biotechnologycompanies, medical service providers, nursing andassisted living facilities, and medical equipment ormedicine production and related manufacturing orprocessing companies that create 25 jobs or make a$10,000,000.00 investment in health care industryzones (Health Care Zones) in Mississippi. HealthCare Zones are characterized by a five mile radiusaround a hospital or hospitals in a county in Missis-sippi that either has 375 acute care hospital beds ormore or a county that is contiguous2to three coun-

ties which in the aggregate account for up to 375acute care hospital beds. If a certified health care

2 Before the Act reached Governor Bryants desk, the goawas to focus only on communities/counties that had over 375acute care hospital beds. Those communities are LauderdaleRankin, Hinds, Lee, Forrest, Desoto, Jackson, and HarrisonThrough an amendment that was offered at the end of the 2012Mississippi Legislative Session that increased the number ofHealth Care Zones in Mississippi [which can be seen here -http://www.youtube.com/watch?v=6tkLFGdeB9g&feature=youtu.be] and found at Miss. Code Ann. 57-117-5(1)(a)(i). The

amendment provided that a county can also participate as aHealth Care Zone enabling it to reach up to 375 beds by using3 contiguous county language. For example, Hinds Countyand Rankin County have well over 375 acute care hospitabeds. Madison County which borders those two counties doesnot. As a result of the amendment which is a part of the ActMadison County and many other similarly situated countiescan qualify to be Health Care Zones as well.


12/32


facility or company locates in one of these HealthCare Zones and creates the requisite amount of jobsor makes the requisite investment, then it can beeligible for certain health care zone tax incentives.3

III.

The creation of Health Care Zone MasterPlans in Mississippi

In 2013, Governor Phil Bryant used the Health CareZone concept to facilitate more affordable housingin Mississippi for workers associated with thehealth care industry and tied the five mile zoneconcept to a document called the Qualified Alloca-tion Plan (the QAP). The QAP is a federallymandated planning requirement that states annuallyuse to explain the basis upon which they distribute

their Low-Income Housing Tax Credit Program(LIHTC or LIHTCs) allocations. The MississippiHome Corporation (the MHC) is the HousingFinance Agency (HFA or HFAs) created by theMississippi Legislature pursuant to Miss. CodeAnn. 43-33-701 which administers MississippisQAP in addition to raising funds from private

3(i) AnAccelerated 10-Year State Income Tax DepreciationDeduction. SeeMiss. Code Ann. 17-29-7 which providesthat the accelerated depreciation deduction shall be computedby accelerating the depreciation period required by Title 35,

Part III, Subpart 5, Chapter 4, Mississippi AdministrativeCode, to a five-year depreciation period. Chapter 4 ondepreciation cites Miss. Code Ann. 27-7-17(1)(f). The rulesstates that a reasonable allowance for the exhaustion, wear andtear and obsolescence of property of income shall be allowedas a depreciation deduction. The allowance is that amountwhich should be set aside for the taxable year in accordancewith a consistent plan, so that the aggregate of the amounts setaside will equal the cost or other basis of the property. Theallowance shall not reflect amounts representing a merereduction in market value. Mississippi will follow Federaldepreciation guidelines as are not deemed contrary to thecontext and intent of Mississippi Law. (ii) A Sales Tax

Exemption for Equipment and Materials purchased from thedate of the projects certification until three months after thefacility is completed. See Miss. Code Ann. 27-65-101(pp).(iii) Fee in Lieuof Property Taxes. Miss. Code Ann. 27-31-104. (iv) Ad Valorem Tax Exemption (not state ad valoremtaxation, school district) for 10 years for any certified projectwith an investment of more than $10,000,000 or 25 jobs at thecity or countys discretion. Miss. Code Ann. 27-31-101(j).

investors to finance the acquisition, constructionand rehabilitation of residential housing for personsof low to moderate income in Mississippi.

To qualify for these very lucrative LIHTCs under

the Health Care Zone section of the 2013 QAPdevelopments must have been located within acounty which has certificates of need for more than375 acute care hospital beds and be within 5 milesof a hospital with acute care hospital beds in thatcounty. The 2013 QAP provided that counties thatcurrently have more than 375 acute care beds areLee, Lauderdale, Rankin, Hinds, Forrest, Jacksonand Harrison. Additionally, DeSoto County is alsoeligible for this scoring category in the Health CareZone section of the 2013 QAP.

The 2013 QAP also provided that developmentscould also locate in a county that have less than 375acute care hospital beds so long as the countyshealth care zone i.e., its five mile radius zone had amaster plan from an AICP certified planner (Ameri-can Institute of Certified Planners) with experienceworking in Mississippi. The Governors Officeissued a memo dated March 8, 2013 and titledOfficial Health Care Zone Master Plan Require-ments for 2013 QAP explaining the rules andrequirements for Health Care Zone Master plansThe memo provided that the goal with respect tomaster planning was to provide an asset to Missis-sippi communities that would make a sizableeconomic impact. With a Health Care Zone Masterplan, the intent was to give communities the blue-print for growing successfully their health careeconomy. In order to qualify for LITHCs in acounty with less than 375 acute care beds, theprivate housing developer was required to financethe countys Health Care Zone Master plan. Inaddition, the AICP planner and developer were alsorequired to work closely with their communityslocal economic developers and local leadership tocreate the final product. This requirement hasresulted in a true public-private partnership. Inevi-tably, these plans, similar to those used at theResearch Valley Biocorridor in Texas, are blue-


13/32


prints for local economic development directors tocreate jobs.

There are currently 12 communities that haveHealth Care Zone Master plans in Mississippi. As a

result of the MHCs program, the policies put inplace by the Governors Office, and the funds ofprivate housing developers, the communities thathave Health Care Zone Master plans are ClarkeCounty (Quitman, MS), Clay County (West Point,MS), Copiah County (Hazelhurst, MS), HumphreysCounty (Belzoni, MS), Madison County (Canton,MS), Marshall County (Holly Springs, MS), Mont-gomery County (Winona, MS), Noxubee County(Macon, MS), Panola County (Batesville, MS),Scott County (Morton, MS), and Yazoo County

(Yazoo, MS).

4

At the Governors Health Care Economic Devel-opment Summit on August 15, 2013, the Mississip-pi Development Authority (MDA) designatedthese 12 communities as certified Health Care ZoneMaster plan communities and each were givencertificates. The MHC program that was put inplace in the 2013 QAP could be repealed in the2015 QAP when new LIHTCs are allocated. Theprogram was meant to be a one-time jump start tothe health care based housing industry.

IV.The Health Care Zone Master Plan legisla-

tion and the certification of Health Care

Zone Master Plan Communities

The Health Care Zone Master Plan legislationintroduced in the 2014 Mississippi LegislativeSession would have codified MDAs certificationprocess for Health Care Zone Master Plan commu-nities in Mississippi. The 12 communities givencertificates by MDA met the nine (9) requirements

Seee.g., Governor Phil Bryant website for more detail on HealthCare Zone Master Plan Certified Communities.http://www.governorbryant.com/health-care-zones/ (accessedFebruary 5, 2014)

below before they were certified.5The certificationrequirements are as follows:

1. An Environmental scan & asset mapping ofexisting resources of the five mile radius

that the health care zone master plan con-templates as further defined by MDA regu-lation;

2.

A market demand analysis, target industrystudy, and center of excellence determina-tion as further defined by MDA regulation;

3. Benchmarking and best practice models ofsimilar communities or developments thatserve as a model example or approach to

generating successful and positive target de-velopment as further defined by MDA regu-lation;

4. Zone or district parameter identification asfurther defined by MDA regulation;

5. Healthcare district and zone site masterplanning as further defined by MDA regula-tion;

6. Overlay district regulatory outline as furtherdefined by MDA regulation;

7.Incentive opportunity identification as fur-ther defined by MDA regulation;

8. Economic impact analysis as further definedby MDA regulation; and

9. Public relations/marketing and recruitmentstrategy as further defined by MDA regula-tion.

5 Mississippi Health Care Zone Master Plans are public-privatepartnerships similar to those used at the Research ValleyBiocorridor in Texas and Texas Medical Center. Ultimatelyhealth care zone master plans are blueprints for local econom-ic development directors to create jobs and will requireparticipation from both the public and private sectors.


14/32


Essentially, Health Care Zone Master Plans takedetailed looks at existing assets and economic-demographic conditions, create a physical frame-work master plan for health care industry develop-ment, and provide detailed recommendations and

strategies for implementing the plan and growingthe local health care industry.

V. Incentives for a Certified Health Care

Zone Master Plan Community

If the Health Care Zone Master Plan legislationwere to become law in Mississippi in 2015, thelegislation would create additional incentives forcommunities with certified Health Care ZoneMaster Plans and allow other communities to create

certified Health Care Zone Master plans per therequirements above as well. The legislation wouldrequire the Health Care Zone Master plan to becreated by an AICP Certified Planner with experi-ence in Mississippi. The additional incentives that acommunity would qualify for as a result of having acertified Health Care Zone Master plan are asfollows:

1. Health Care Zone Grant Fund (grant pro-ceeds could be used for soft costs for public,private, for-profit and non-profit entities toinitiate new ventures and institutions etc.);

2. Health Care Zone Revolving Loan Fund(loan proceeds could be used for soft costsfor public, private, for-profit and non-profitentities to initiate new ventures and institu-tions etc.);

3.

Health Care Zone Master Plan Job Training

Grant Fund (funds could be used to incen-tivize training in any health care or relatedfield at community colleges and other insti-tutions or higher learning in Mississippi);

4. Health Care Zone Master Plan AdvantageJobs (a rebate of a percentage of the newhealth care facilitys Mississippi payrollcould be paid to that business for a period up

to 10 years as a result of locating in one ofthe certified health care zone master plancommunities);

5. Health Care Zone Master Plan State NewMarket Tax Credit Allocation for certifiedhealth care zone master plan communitiesand

6. Health Care Zone Municipal Bonds.

These incentives would be limited to communitiesthat have gone to the lengths of having their healthcare zone master plans certified by MDA.


15/32


The Benefits of Maintaining the Historical Tax Credits

By Andrew Hatten and Drew Norwood

A Note from The Editor: I am pleased to continue a new feature to The Mississippi Business Law Reporter

Beginning with last falls issue, we are presenting two articles written by students at each of Mississippis two

law schools: the University of Mississippi School of Law (Fall 2013) and the Mississippi College School of

Law (Spring 2014). Each article was chosen by faculty at the respective law schools from those submitted

during a competition among the law student members of each schools Business Law Section.

_______________________________________

A productive tax incentive program has come underheavy fire in recent years. Lawmakers at both thefederal and state level have tried to attack programs

that provide tax credits for the rehabilitation ofhistoric structures. At the federal level, tax reformshave been proposed that might do away withhistoric tax credits (rehabilitation credits).1Mostsignificantly, Dave Camp, Chairman of the HouseWays and Means Committee, has proposed sweep-ing changes to the current tax lawincluding arepeal of the current rehabilitation credit.2Campsproposal addresses a wide array of tax issues, buthis reforms are all aimed at simplifying and equaliz-ing the tax code.3 It is in this vein that Camp and

others have begun to revisit and scrutinize the utilityof the rehabilitation credit.

Similar state level historic tax credit programs haveapproached legislative deadlines that threaten todiscontinue these credits. Mississippis programapproached such a deadline at the end of this year,however the legislature was able to extend theprogram at the end of its most recent session. Withthe amount of attention that federal and statehistoric tax credits have received, it is important tocut through the rhetoric in order to realize thebenefits the programs can bring.

A. Federal Historic Tax Credits

The rehabilitation credit is currently found insection 47 of the Internal Revenue Code. With therehabilitation credit, Congress has provided an

incentive to private investors by extending taxcredits to those willing to fund the rehabilitation ofcertain historic structures. The legislature has

altered the structure of historic tax credits over theyears, but currently the statute provides benefits intwo tiers: 1) twenty percent credit to investmentsmade to a certified historic structure; and 2) tenpercent to investments made to a qualified reha-bilitated building.4 A certified historic structure isgenerally understood to be one listed in the FederalRegister.5 Alternatively, a qualified rehabilitatedbuilding encompasses a broader range of buildingsand, additionally, requires that these buildings besubstantially rehabilitated pursuant to a specific

set of standards.

6

According to research conducted by RutgersUniversity Center for Policy Research, in 2013 therehabilitation credit generated 62,923 jobs forcompleted projects alone. These jobs came from803 certified projects, which produced $6.73 billionworth of investments to rehabilitation projects.7

While the numbers appear to be strong, severalgroups strongly oppose these tax credits.

Opposition to the rehabilitation credit has comefrom all sides. But while both Democrats andRepublicans have voiced concerns, their concernsstem from different precepts. Typically, Democratspropose the repeal of rehabilitation credits becausethey feel that private investors are soaking up theoverwhelming majority of the funds, instead ofmerely acting as a conduit to funnel these funds to


16/32


historic renovation projects and, thus, to taxpayers.According to this line of reasoning, tax credits areextended to focus the attention of private inves-torswho have the power to revitalize a dyingcommunityand provide them with the proper

incentive to facilitate that change. However, ifprivate investors are being enriched from therehabilitation credits then something must bewrong. And revision or repeal is required.

On the other hand, Republicans who oppose taxcredits usually argue that a repeal of the rehabilita-tion credit should come as a byproduct from closingup loopholes and ensuring tax simplicity andfairness. Often the cry for a repeal of the rehabilita-tion credit comes alongside arguments for a flat tax.

In this view, tax credits such as the rehabilitationcredit are seen as a symptom of an underlyingdisease: tax favoritism and inequality. This line ofreasoning is what led Camp to eliminate the rehabil-itation credit in his proposed tax bill.8

However, both of these views mischaracterize thecause and overlook the effect of the rehabilitationcredit. Both arguments draw mainly from a repul-sion of tax credits in general more so than the meritsof the rehabilitation credit in particular. Whenexamining the usefulness of a tax credit one mustconsider its function as well as its fruit.

The misuse argumentthat private investors arebenefitting at the expense of taxpayersis built ona zero-sum game approach. But, the fact thatprivate investors benefit from a tax credit does notpreclude taxpayers from also realizing significantbenefits. Further, the benefit received by privateinvestors does not come at the expense of othertaxpayers. Although in one sense it is true thatincome foregone is income lost, a tax credit doesnot equate to a subsidy as this view implies. Asubsidy is the government funding a project withincome gleaned from other taxpayers; a tax credit isthe government allowing a business or individual tokeep more of its own income. In essence, a subsidyis taxing Peter to pay Paul; a tax credit is thegovernment waiving its right to tax Paul.9 Conse-

quently, whatever gain a private investor gets fromthe rehabilitation credit can benefit the investorwhile also adding value to the community.

The loophole argument holds that the rehabilita-

tion credit is an inequity that must be justified. Butthe rehabilitation credit exists in order to incentivizeinvestments in historic projects. The incentive isnecessary to persuade investors to revitalize build-ings of historic significance rather than demolishthem and start anew. The loophole was created forjust this reasonto stack the deck to make rehabili-tation more appealing than demolition. The creditunashamedly shows favoritism. On a level playingfield, the money needed to revitalize historicstructures is not there. As a result, a tax credit that

rewards investors who help this cause is requiredThis type of incentivizing happens all of the timewithout being labeled as an inequity or favoritismOne example would be the U.S. Department ofHousing and Urban Development (HUD). HUDsprograms reward investors that provide housing tolow-income communities. Housing and the rehabili-tation of historic buildings are two areas, amongmany others, where the government has enlisted thehelp of private individuals for the betterment of thecommunity. Whatever fault the rehabilitation creditmay have, creating inequities in the tax code is notone of them.

Still the future of the rehabilitation credit remainsuncertain. Camps view of the tax credit, as seen inhis tax reform proposal, represents a widely heldview that credits of this nature should be cut for tworeasons: 1) to raise additional government revenueand 2) to block loopholes that are abused by thewealthy. If the public adopts this view, then therehabilitation credit may be on its way out; but ifthe rehabilitation credit is seen for the life it hasquickened in main streets and historic buildingsaround the country, then perhaps the rehabilitationcredit will be spared. State tax credits face similaropposition and are also in jeopardy of facing thefiring squad.


17/32


B. Mississippis Rehabilitation of Historic

Structures Tax Credit

The state of Mississippi has recognized the need formaintaining its state-level historic tax credit pro-

gram. In the eleventh hour of the 2014 legislativesession, both houses of the state legislature adoptedthe Conference Committee Report of H.B. 787,which included an extension of the historic taxcredit program by three years. Section 38 of theCommittee Report amends Mississippi Code 27-7-22.31 to require individuals or entities that seekthese historic tax credits to apply for or to receivecertification from the Mississippi Department ofArchives and History before December 31, 2017,rather than the previous deadline of December 31,

2014.

10

This new deadline is the second extension of thelaws original version, which provided for anautomatic repeal of the state historic tax creditprogram on December 31, 2011.11 The law wasamended in 2011 to extend the deadline to Decem-ber 31, 2014 and provide for a cut off date ofproject applications and certifications rather than arepeal of the entire program.12

Before being included in the Conference CommitteeReport of H.B. 787, House Speaker Philip Gunnintroduced a bill that extended the historic tax creditprogram by fifteen years, however it did not passboth houses. Under H.B. 1435, qualified applicantswould have had until December 31, 2029, to applyfor or receive certification of the historic tax credits.The bill passed unanimously in the state house ofrepresentatives, however, on March 4th, the bill diedin the senate finance committee without ever beingbrought to a vote on the senate floor. Although thismove seemed inexplicable at the time, legislatorswere confident that the program would be extendedby the end of the legislative session.13

An examination of the code provision itself isenough to show why this deadline needed to beextended. The historic tax credit program providesfor a state income tax credit equivalent to 25% of

the expenses incurred in the restoration of structurescertified by the Department of Archives and Histo-ry, a 5% higher credit than the federal historical taxcredit.14 The Department certifies rehabilitation ofstructures that are listed or are eligible to be listed

on the National Register of Historic Places. Struc-tures that are not listed on this register, but arelocated in historic districts that are included on theregister, may also be certified by the Departmentand eligible for the rehabilitation tax credits.15 Suchdiscretion allows the state to consider a wider arrayof structures and buildings that may confer apositive economic impact upon the communities inwhich they stand.

Furthermore, statistics show the positive economic

impact within states that implement a state-levehistoric tax credit to be used in accordance with thefederal counterpart. First, the state tax credits allowgreater returns on investment for investors anddevelopers of historic structures. The credits reducethe total income tax costs because the state taxcredits allow a reduction in state income taxes inaddition to the reduction of federal income taxesreceived from the federal credits. Secondly, thenumber of projects eligible for historic tax creditsincreases when states implement their own histori-cal tax credit. For example, historic tax crediprojects in Kansas rose from 2.4 projects per yearbefore implementation of a state historical counter-part, to 68 projects per year after implementation ofits state historical program.16 Since Mississippimplemented its historic tax credit program in 2006the state has approved over 200 projects, or justover 22 projects per year. These projects havespurred investment within the state of over $195million, while costing the state only around $49million from the credits.17 Finally, and perhapsmost importantly, these projects have created over3,000 jobs within the state, which clearly demon-strates the economically beneficial results of thestate historic tax credit program.18

Obviously, had the extension of the program notbeen achieved under the H.B. 787 CommitteeReport, Mississippi would have lost a great state tax


18/32


19/32


20/32

2


Buddy Holly, the Rolling Stones, The Who andmany others. Bo Didleys distinctive rhythm andbeat and his pioneering use of electronic distortionstill reverberate through hit recordings of today.

There are many stops along the trail paying homageto Charley Patton, Charlie Musselwhite, DeniseLaSalle, Honeyboy Edwards, Howlin Wolf, SonHouse, Willie Dixon, Sonny Boy Williamson andPinetop Perkins just to name a few. Of course, noblues lover can leave the trail without visiting themarker for Muddy Waters and the shrine to RobertJohnson. Considered one of the most legendaryDelta blues musicians, Robert Johnsons composi-tions have been recorded by iconic artists such asElmore James, Eric Clapton, the Rolling Stones and

Led Zeppelin.

Also appearing on the Blues Trail is a marker inMeridian for the Father of Country Music,Jimmie Rogers. Why is a country artist commemo-rated on a blues marker? Any blues afficiano cantell you because Jimmie Rogers influenced bluesmusic with his famous blue yodels which can beheard in the music of Mississippi blues artists such

as Howlin Wolf, Mississippi John Hurt, TommyJohnson and the Mississippi Sheiks. More than athird of Rogers recordings were blues. Many of hismost popular recordings were versions of old bluesclassics such as Frankie and Johnnie.

One last marker to visit Elvis Presley. He revolu-tionized popular music and is hailed as the King ofRock n Roll. Many of the first songs Elvis record-ed were covers of earlier blues recordings which hecontinued to incorporate into his records and liveperformances throughout his career.

For the passionate blues musician in China, Brazil,Japan, Canada, Australia, or at home in the U.S.A.Mississippi is the place these enthusiasts look to for

inspiration. The Mississippi Blues Trail providesthem with shrines to their musical heroes to helpfuel their creative passion. No other place can offerthis awe inspiring link to the past which in turnguarantees the continuation of the blues in thefuture. Just another reason why Mississippi is theBirthplace of Americas Music.


21/32


Contributors to this Issue

Delbert Hosemann, Secretary of State

Elected in November 2007, the Honorable Delbert Hosemann serves as Mississippeighth Secretary of State since 1900. Secretary Hosemann has long served the citizensthe State of Mississippi. Delbert was Chairman of the Board of Mississippi BloServices and Treasurer of the Jackson Medical Mall Association and served on the Boaof Directors for Jackson State University Development Foundation. He was a PHarris Fellow and is a member of the North Jackson Rotary Club. Some of his aclades include the George L. Phillips Community Service Award from the US Departmof Justice in appreciation for his distinguished service as Chairman of Project SNeighborhoods, and for his efforts in the Hurricane Katrina First Responder AssistanProject. Delbert was also awarded the J. Tate Thigpen Award for exemplary leadershsupport, and commitment to the American Red Cross. Raised in Warren County, Miss

sippi, Secretary Hosemann comes to the position with a background in Business aTaxation Law. He has his undergraduate degree in Business from Notre Dame, a ldegree from Ole Miss, and a Masters of Laws in Taxation from New York UniversiHe is a former partner of Phelps Dunbar, LLP and was selected to the Best LawyersAmerica for 18 consecutive years. Secretary Hosemann also served his country in United States Army Reserves.

Tray Hairston

Tray Hairston is an attorney with Butler Snow LLP, practicing in the areas of PublicFinance, Economic Development Incentives, Municipal Bonds, and Health Care

Industry Zone Incentives, among others. Prior to joining Butler Snow, Tray wasCounsel and Policy Advisor to Governor Phil Bryant. Mr. Hairston advised theGovernors office on numerous public finance transactions. During his time at ButlerSnow, Tray has presented at numerous meetings on various topics. Prior to joiningButler Snow, Tray served as a Project Manager at the Mississippi DevelopmentAuthority. Tray is a graduate of the Mississippi College School of Law, earned hisM.B.A. from Belhaven College and earned his B.A. from Tougaloo College.


22/32

2

The Mississippi Business Law Reporter | Spring 2014 Volume 5, Issu

Mike Frascogna

X.M. Frascogna, Jr. is the senior partner in the law firm of Frascogna Courtney, PLLCwhich was established in 1972 in Jackson, Mississippi. He has been involved ininternational corporate litigation and commercial transactions, corporate acquisitions

and mergers, copyright and trademark matters together with an extensive practice inentertainment and sports law. Frascogna remains active in alternative dispute resolu-tion, serving on the American Arbitration Associations panel of arbitrators andmediators. He has arbitrated and mediated numerous international and domesticcommercial disputes and has served as a special master to numerous circuit courtsthroughout Mississippi. In addition, Frascogna has experience in hostage negotiation.

He is admitted to practice before the U.S. Supreme Court, U.S. Court of Appeals,Fifth Circuit and U.S. District Court, Southern Districts of Mississippi and all statecourts of Mississippi. Frascogna served as a Bar Commissioner of the MississippiState Bar Association from 1994-1997. Frascogna is a graduate of Mississippi State

University (BS -1969, MA 1970) and Mississippi College (MBA 1976, MSS -1982) and the Mississippi College School of Law (JD with distinction 1972). He is amember of the American Bar Association (Forum Committee on Entertainment andSports Law and the Section of Alternative Dispute Resolution) and Mississippi StateBar Association.

Andrew Hatten and Drew Norwood

Andrew Hatten is a second year law student at Mississippi College School of Law. Inlaw school, Andrew is the Trial Advocacy Chair of the Moot Court Board, a memberof the Business Law Society, and a member of Phi Alpha Delta. He has also compet-ed in multiple competitions, including the National Transactional LawMeet. Prior to

law school, Andrew attended Millsaps College, where he received a B.B.A. andM.B.A. Andrew is a native of Hattiesburg, MS.

Drew Norwood is a second year law student at Mississippi College School of LawOriginally from Hattiesburg, he attended Mississippi State University where hegraduated summa cum laude in Accounting. While at Mississippi State, he was amember of Phi Kappa Phi and Beta Gamma Sigma. In law school, Drew serves on theschools Law Review and Moot Court Board. As a member of the Law Review, herecently wrote an article discussing the hazy line between user fees and taxes inMississippi law, which was selected for publication. As a member of the Moot CourtBoard, Drew has represented his school in the Duberstein Bankruptcy Moot Court

Competition where the team came in second place overall. Drew is a member ofRedeemer Church, PCA.


23/32

2


About the Chair

Stanley Q. Smith

Stan Smith is a partner in the Jackson office of Jones Walker LLP. A graduate of theUniversity of Mississippi (1976 B.B.A. in Accountancy; 1979 J.D.), Stan was em-ployed by the Houston, Texas, office of Arthur Andersen & Co. prior to attending lawschool. Stan concentrates his law practice in the areas of communications and publicutilities law. Stan is admitted to all state and federal courts in Mississippi, the UnitedStates Fifth Circuit Court of Appeals, and the United States Tax Court. He is acurrent member of the American Bar Associations National Advisory Panel, and hehas twice served as President of the Associate Members of the Alabama-MississippiTelecommunications Association. Stan has been a speaker at national communicationsconferences on the topic of the Low Income Program of the federal Universal ServiceFund. He handles matters involving wireline and wireless communications, including certificates, transfers of

authority, corporate restructures, and rates and tariffs; broadband and internet; utility pole attachments forpower and communications carriers; cable systems; water and sewer services; and gas and electric issues. Stanhas been listed in the The Best Lawyers in America for the areas of Communication Law and Energy Lawannually since 2001. Stan is a member of the Board of Deacons of First Baptist Church of Jackson.

About the Editor

Neal C. Wise

Neal Wise is an associate in the Jackson office of Jones Walker LLP, where he

practices in the firms Banking & Financial Services Practice Group. His practicefocuses on representation of banks and other financial institutions. He handles bothtransactional and regulatory matters for financial institution clients including corpo-rate issues, mergers & acquisitions, capital planning, and bank regulatory and securi-ties issues. Mr. Wise is a 2011 graduate of The University of Mississippi School ofLaw, where he received his juris doctor degree, magna cum laude. He served on theMississippi Law Journal as Mississippi Cases Editor and the Moot Court Board. Mr.Wise is a 2008 graduate of Mississippi State University, where he received his Bache-lor of Business Administration in Economics and a Bachelor of Business Administration in General Business,cum laude.


24/32

2


How to Contribute

Persons interested in submitting news, a proposal or an article for publication in The Mississippi Business LawReporter should submit it by e-mail to the editor Neal Wise at [email protected]. All news, proposalsand articles are subject to review and approval by the Editor and Section Leadership.

When submitting an article, the article should be the original work of the author and must not have been previ-ously published (unless proof of consent to reproduction can be provided). Articles shall not, to the best of theauthors knowledge, contain anything which is libelous, illegal, or otherwise infringes upon anyones copyrightor other rights. Authors are responsible for the accuracy of all citations and quotations.

Articles should be arranged in the following order: (i) article title, (ii) authors name, (iii) acknowledgement ofassistance, if applicable or desired, and (iv) text of the article. All contributions should be submitted in MSWord format.

A short biographical statement should also be provided at the time the article is submitted. The statement should

include, at a minimum, the authors (i) current position, (ii) practice areas, (iii) professional affiliations. A headand shoulder photograph of the author(s) in color is requested but not required.


25/32

2


Section News & Announcements

Business Law Section Gives Donations and

Scholarships

The Business Law Section of The Mississippi Bar recently donated$2,000 to the Mission First Legal Aid Office. Pictured at the presentationare Lee Thigpen (Executive Director of Mission First), Patti Gandy(Director of Mission First Legal Aid Office), Stan Smith (Chair of theBusiness Law Section), and Jim Rosenblatt (Dean of Mississippi CollegeSchool of Law). Mission First Legal Aid Office provides legal assistanceto disadvantaged people in Mississippi. Legal services include, but arenot limited to, family law, consumer law, government benefits, housing,

and debtor/creditor issues. The Mission First Legal Aid Office wasestablished as a partnership between Mississippi College School of Lawand Mission First. To volunteer, donate, or learn more about MissionFirst Legal Aid visit http://www.missionfirst.org/legalaid.

The Business Law Section of The Mississippi Bar also donated$2,000 to the Mississippi Volunteer Lawyers Project (MVLP)Pictured at the presentation are Stan Smith, Chair of the BusinessLaw Section, and Tiffany Graves, Executive Director/General

Counsel of MVLP. MVLP provides free legal assistance andadvocacy to disadvantaged people throughout the State of Missis-sippi. To volunteer, donate, or learn more about MVLP visithttp://www.mvlp.net

The Business Law Section of The Mississippi Bar recently presented a $1,000scholarship to an outstanding business law student at the University of MississippiSchool of Law. Pictured at the Scholarships and Awards Reception on March 21,2014, are Brian Stuart, scholarship recipient, and Stan Smith, Chair of the Business

Law Section.


26/32

2


Business Law Section Co-Hosts Christmas Social

The Business Law Section of the Mississippi Bar and the Mississippi Corporate Counsel Association jointlyhosed their 2013 Christmas Social on December 3, 2013 at Nicks Restaurant in Fondren on the Patio in

Jackson, Mississippi. The groups were honored to recognize the Secretary of State of Mississippi, DelbertHosemann, and his Chief of Staff, Doug Davis, as their guests of honor.

Business Law Section Jointly Hosts Legislative and

Ethics CLE

On April 29, 2014, the Business Law Section provided a seminar at the Mississippi Bar Center titled 2014Update on Mississippi Business Law. Discussing the business legislation which arose from the recent 2014Legislative Session were the following distinguished speakers: Philip Gunn, Speaker of the House; DrewSnyder, Assistant Secretary of State; Sen. Will Longwitz; Rep. Andy Gipson; and Jimmie Reynolds, Director ofGovernment Relations for The Mississippi Bar. This seminar was approved by the Mississippi Commission onContinuing Legal Education for a maximum of three (3) hours CLE credit.


27/32

2


The Business Law Section of the Mississippi Bar will co-host along with the Mississippi Corporate CounselAssociation: The Ethical Thicket of Social Media Facing Mississippi Lawyerson June 10, 2014 at the RiverHills Club in Jackson, Mississippi. Information about this event follows.


28/32

2


Business Law Section Annual Membership Meeting

The Business Law Section is excited to announce its Annual Membership Meeting in Sandestin, Florida onJune 26, 2014 in conjunction with the Annual Meeting of the Mississippi Bar. We hope you will make plans to

join us in Sandestin.


29/32

2


Section Leadership

ChairStanley Q. Smith

Jones Walker LLP190 E. Capitol St., Suite 800Jackson, MS 39201Phone: (601) 949-4863Fax: (601) 949-4638Email: [email protected]

Vice-ChairJames T. MilamMilam Law P.A.P. O. Box 1128Tupelo, MS 38802-1128Phone: (662) 205-4851Fax: (888) 510-6331Email: [email protected]

Secretary/TreasurerJason W. BaileyJones Walker LLPP. O. Box 1456Olive Branch, MS 38654-1456

Phone: (662) 895-2996Fax: (662) 895-5480Email: [email protected]

Past ChairKenneth D. FarmerYoung Wells Williams Simmons P.A.P. O. Box 23059Jackson, MS 39225-3059Phone: (601) 948-6100

Fax: (601) 355-6136Email: [email protected]

Members-At-LargeDrew L. Snyder

Mississippi Secretary of States Office401 Mississippi StreetJackson, MS 39205Phone: (601) 359-3101Fax: (601) 359-1499Email: [email protected]

Tammra CascioGulf Guaranty LifeP. O. Box 12409Jackson, MS 39236

Phone: 601-981-4920Fax: (601) 981-3402Email: [email protected]

Ryan L. PrattPratt Law Firm PLLC574 Highland Colony Pkwy, Suite 320PRidgeland, MS 39157Phone: (601) 707-9480Fax: (601) 856-0901Email: [email protected]

Newsletter EditorNeal C. WiseJones Walker LLP190 E. Capitol St, Suite 800Jackson, MS 39201Phone: (601) 949-4631Fax: (601) 949-4861Email: [email protected]

A Special Thank YouRene GarnerSection and Division CoordinatorPhone: (601) 355-9226Fax: (601) 355-8635Email: [email protected]


30/32

Business Law Section | Spring 2014 Volume 5, Issu


31/32



32/32

3

the business law reporter - spring 2014

Documents