Bass, Berry & Sims | Practices | Corporate and Securities

Practices Matters Clients Attorneys Newsletters Contact J. Page Davidson, Chair	Corporate and Securities Our Diverse and Sophisticated Corporate and Securities Practice Our Corporate and Securities Practice Area is nationally known for its experience and depth. We have more than 50 attorneys practicing in this area, the majority of whom have practiced for more than 10 years. Fourteen attorneys from our firm have been recognized for their corporate law practice in The Best Lawyers in America ® 2008, which is widely regarded as the preeminent referral guide to the legal profession in the United States. Over the years, we have been involved in many of the significant corporate and securities transactions throughout our region. Our corporate and securities clients include public companies, large and small private companies, mutual funds, venture capital firms, investment banks and entrepreneurs with nothing more than ideas. We have significant experience in the healthcare, insurance, real estate investment trust, privatization, publishing, public utility, food service, transportation, hospitality, entertainment and technology industries. The Corporate and Securities practice covers the following primary areas: Corporate Counseling and Corporate Governance Our corporate and securities attorneys have established reputations as being among the best corporate counselors in the United States. Our counseling and corporate governance practice includes counseling boards, audit, nominating/governance, compensation committees and special committees of public companies on a variety of key issues, including public disclosure, executive compensation and fiduciary duty issues. Specifically, we regularly advise our public company clients on the many governance aspects of the Sarbanes-Oxley Act of 2002 and related rules adopted by the Securities and Exchange Commission and the NYSE and NASDAQ markets. Issues with respect to which we have substantial expertise include audit committee composition and process, board independence and composition, legal compliance policies, codes of ethics, officer and director compensation matters, Section 16 reporting, and board committee charters. We have substantial experience representing special committees in large M&A and going private transactions and in conducting special investigations, including investigations of accounting irregularities. Securities Law Our securities law practice is distinguished by our emphasis on being at the cutting edge of the new regulatory requirements and policy developments. Our attorneys have long-standing relationships with the leadership at the NYSE, NASDAQ, and SEC, including key members of the SEC's Division of Corporation Finance. We also participate in special policy making task forces and advisory groups as SEC rulemaking and policy choices occur. Through this investment, our attorneys assist our public companies in anticipating and planning for the significant regulatory change being imposed by the SEC on public companies. We regularly counsel companies on their Securities Exchange Act reporting obligations, including Forms 10-K, 10-Q and 8-K and assist in the preparation of their proxy statements, including submission of shareholder proposals to the SEC staff. In this connection, we have substantial experience in advising on disclosure controls and procedures, internal accounting controls and procedures, SEC accounting interpretations, Regulation FD compliance issues, and the SEC mandated CEO and CFO certifications. Corporation Finance (including REITs) Our corporation finance practice is one of the signature practices of the firm. Since January 1, 2000, we have been counsel for issuers or underwriters on more than 50 public offering and institutional private offering transactions involving aggregate offering proceeds exceeding $10 billion. We regularly represent issuers and underwriters in initial public offerings, follow-on public offerings of common and preferred stock and trust preferred securities, public offerings of debt securities, including medium-term notes, Rule 144A offerings and institutional private placements, including PIPE (private investment in public equity) transactions. We also have significant experience representing issuers and underwriters in REIT initial public offerings (including related formation transactions or roll-ups) and subsequent financings, REIT joint ventures and REIT securitization transactions. Our REIT experience includes transactions involving REITs in the student housing, apartment, office, retail, healthcare, hotel, prison, commercial and industrial and self-storage sectors. Mergers and Acquisitions We have a sophisticated M&A practice that extends to public and private companies. Since January 1, 2003, we have been counsel on more than 45 M&A transactions for companies involving consideration over $20 million, with the aggregate value of those transactions of approximately $67 billion (undisclosed transactions are not included). Our expertise includes negotiation of mergers, stock and asset purchases and divestitures, both tax-free and taxable, structuring spin-offs, recapitalizations, management buyouts and other going-private transactions, tender offers and tender offer defenses and proxy contests. Our attorneys regularly counsel boards of directors and special committees on all legal aspects of M&A transactions. We also have significant experience counseling directors on takeover preparedness, including shareholder rights plans and change of control agreements. We regularly counsel our investment banking clients regarding fairness opinions and proxy disclosure of their opinions. Private Equity and Venture Capital We play an active role in assisting entrepreneurs with their financing needs and have a number of relationships with the major suppliers of private equity and debt capital in our markets. We represent venture capital, mezzanine and other private equity funds in fund formation transactions and additional capital raising activities. We prepare fund offering documents and partnership agreements, assist in evaluation of investor and fund qualifications under the various exemptive provisions of the Securities Act of 1933, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, prepare appropriate filings with the SEC and state securities administrators, and issue tax and legal opinions in connection with fund closings. We have represented a large investment bank in the formation of a multi-class Employee Securities Company under the Investment Company Act of 1940. Our attorneys regularly represent start-up or emerging growth companies in capital transactions, including angel investor rounds, early stage venture capital investments, mezzanine financings and late stage venture capital rounds. We negotiate the terms of preferred securities and debt instruments issued by these companies, as well as registration rights, warrant coverage and stockholder agreements. Regulated Industries We have developed a substantial amount of experience counseling the independent directors of mutual funds and other regulated investment companies. Moreover, for many years our corporate and securities attorneys have been very active in the representation of banks, bank holding companies, insurance companies, public utilities and securities broker/dealers. Our experience with these regulated companies includes all aspects of regulatory compliance including communication with state banking, public utility and insurance regulators, the Federal Reserve, FDIC, OTS, Office of the Comptroller of the Currency and the SEC and NASD. In addition, we have significant experience in M&A transactions involving regulated entities and regularly work with regulators in obtaining approval for transactions. Our experience includes working with the United States Department of Justice in regulated divestitures of bank branches and ATMs. Finally, our healthcare industry group has substantial experience in all aspects of healthcare financings and M&A, as well as healthcare regulation, including state and federal fraud and abuse and self-referral regulations, False Claims Act compliance, licensing of facilities and credentialing healthcare personnel. Our Team Our attorneys practice in a team-oriented culture with a high degree of competency and collegiality that enhances our client relationships and adds value to our clients. For many years members of our Corporate and Securities Practice Area have held leadership positions in national, state and local bar associations and other national organizations. Jim Cheek is a senior member of the Practice Area, and has served as chairman of the Business Law Section of the American Bar Association and chairman of the Committee on Federal Regulation of Securities of the ABA's Business Law Section. He has also been chairman of the Legal Advisory Committees of both the New York Stock Exchange and the National Association of Securities Dealers. He has chaired numerous ABA task forces, including its recent Task Force on Corporate Responsibility formed in March 2002 in response to the rising number of corporate frauds. He is also immediate past chair of the San Diego Securities Regulation Institute, for more than 30 years one of the most respected of the securities law educational programs. Another of our members served as 2004-2005 chair of the Business Law Section, giving our firm the distinction of being only the third firm in ABA history to produce two chairs of the Business Law Section. Other members of our group have led numerous committees, subcommittees and task forces within the ABA's Business Law Section, including the Committee on Federal Regulation of Securities, Negotiated Acquisitions Committee, the Corporate Laws Committee, the Banking Law Committee, the State Regulation of Securities Committee, the Securities Registration, Market Regulation and other subcommittees, and the Venture Capital Transactional Documents Task Force. One of our members is slated to become the chair of the 2,500 member Acquisitions Committee in 2009. Another of our members is on the Governmental Relations Committee of the National Association of Real Estate Investment Trusts. Our practice area members have also made their mark on the formulation of Tennessee corporate law, with two of our members co-chairing the committee that drafted the Tennessee Business Corporation Act and others serving on committees that have revised the Act to reflect developments in corporate law. << top < back

Corporate and Securities

Our Diverse and Sophisticated Corporate and Securities Practice

Our Corporate and Securities Practice Area is nationally known for its experience and depth. We have more than 50 attorneys practicing in this area, the majority of whom have practiced for more than 10 years. Fourteen attorneys from our firm have been recognized for their corporate law practice in The Best Lawyers in America ® 2008, which is widely regarded as the preeminent referral guide to the legal profession in the United States. Over the years, we have been involved in many of the significant corporate and securities transactions throughout our region. Our corporate and securities clients include public companies, large and small private companies, mutual funds, venture capital firms, investment banks and entrepreneurs with nothing more than ideas. We have significant experience in the healthcare, insurance, real estate investment trust, privatization, publishing, public utility, food service, transportation, hospitality, entertainment and technology industries. The Corporate and Securities practice covers the following primary areas:

Corporate Counseling and Corporate Governance

Our corporate and securities attorneys have established reputations as being among the best corporate counselors in the United States. Our counseling and corporate governance practice includes counseling boards, audit, nominating/governance, compensation committees and special committees of public companies on a variety of key issues, including public disclosure, executive compensation and fiduciary duty issues. Specifically, we regularly advise our public company clients on the many governance aspects of the Sarbanes-Oxley Act of 2002 and related rules adopted by the Securities and Exchange Commission and the NYSE and NASDAQ markets. Issues with respect to which we have substantial expertise include audit committee composition and process, board independence and composition, legal compliance policies, codes of ethics, officer and director compensation matters, Section 16 reporting, and board committee charters. We have substantial experience representing special committees in large M&A and going private transactions and in conducting special investigations, including investigations of accounting irregularities.

Securities Law

Our securities law practice is distinguished by our emphasis on being at the cutting edge of the new regulatory requirements and policy developments. Our attorneys have long-standing relationships with the leadership at the NYSE, NASDAQ, and SEC, including key members of the SEC's Division of Corporation Finance. We also participate in special policy making task forces and advisory groups as SEC rulemaking and policy choices occur. Through this investment, our attorneys assist our public companies in anticipating and planning for the significant regulatory change being imposed by the SEC on public companies. We regularly counsel companies on their Securities Exchange Act reporting obligations, including Forms 10-K, 10-Q and 8-K and assist in the preparation of their proxy statements, including submission of shareholder proposals to the SEC staff. In this connection, we have substantial experience in advising on disclosure controls and procedures, internal accounting controls and procedures, SEC accounting interpretations, Regulation FD compliance issues, and the SEC mandated CEO and CFO certifications.

Corporation Finance (including REITs)

Our corporation finance practice is one of the signature practices of the firm. Since January 1, 2000, we have been counsel for issuers or underwriters on more than 50 public offering and institutional private offering transactions involving aggregate offering proceeds exceeding $10 billion. We regularly represent issuers and underwriters in initial public offerings, follow-on public offerings of common and preferred stock and trust preferred securities, public offerings of debt securities, including medium-term notes, Rule 144A offerings and institutional private placements, including PIPE (private investment in public equity) transactions. We also have significant experience representing issuers and underwriters in REIT initial public offerings (including related formation transactions or roll-ups) and subsequent financings, REIT joint ventures and REIT securitization transactions. Our REIT experience includes transactions involving REITs in the student housing, apartment, office, retail, healthcare, hotel, prison, commercial and industrial and self-storage sectors.

Mergers and Acquisitions

We have a sophisticated M&A practice that extends to public and private companies. Since January 1, 2003, we have been counsel on more than 45 M&A transactions for companies involving consideration over $20 million, with the aggregate value of those transactions of approximately $67 billion (undisclosed transactions are not included). Our expertise includes negotiation of mergers, stock and asset purchases and divestitures, both tax-free and taxable, structuring spin-offs, recapitalizations, management buyouts and other going-private transactions, tender offers and tender offer defenses and proxy contests. Our attorneys regularly counsel boards of directors and special committees on all legal aspects of M&A transactions. We also have significant experience counseling directors on takeover preparedness, including shareholder rights plans and change of control agreements. We regularly counsel our investment banking clients regarding fairness opinions and proxy disclosure of their opinions.

Private Equity and Venture Capital

We play an active role in assisting entrepreneurs with their financing needs and have a number of relationships with the major suppliers of private equity and debt capital in our markets. We represent venture capital, mezzanine and other private equity funds in fund formation transactions and additional capital raising activities. We prepare fund offering documents and partnership agreements, assist in evaluation of investor and fund qualifications under the various exemptive provisions of the Securities Act of 1933, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, prepare appropriate filings with the SEC and state securities administrators, and issue tax and legal opinions in connection with fund closings. We have represented a large investment bank in the formation of a multi-class Employee Securities Company under the Investment Company Act of 1940. Our attorneys regularly represent start-up or emerging growth companies in capital transactions, including angel investor rounds, early stage venture capital investments, mezzanine financings and late stage venture capital rounds. We negotiate the terms of preferred securities and debt instruments issued by these companies, as well as registration rights, warrant coverage and stockholder agreements.

Regulated Industries

We have developed a substantial amount of experience counseling the independent directors of mutual funds and other regulated investment companies. Moreover, for many years our corporate and securities attorneys have been very active in the representation of banks, bank holding companies, insurance companies, public utilities and securities broker/dealers. Our experience with these regulated companies includes all aspects of regulatory compliance including communication with state banking, public utility and insurance regulators, the Federal Reserve, FDIC, OTS, Office of the Comptroller of the Currency and the SEC and NASD. In addition, we have significant experience in M&A transactions involving regulated entities and regularly work with regulators in obtaining approval for transactions. Our experience includes working with the United States Department of Justice in regulated divestitures of bank branches and ATMs. Finally, our healthcare industry group has substantial experience in all aspects of healthcare financings and M&A, as well as healthcare regulation, including state and federal fraud and abuse and self-referral regulations, False Claims Act compliance, licensing of facilities and credentialing healthcare personnel.

Our Team

Our attorneys practice in a team-oriented culture with a high degree of competency and collegiality that enhances our client relationships and adds value to our clients. For many years members of our Corporate and Securities Practice Area have held leadership positions in national, state and local bar associations and other national organizations.

Jim Cheek is a senior member of the Practice Area, and has served as chairman of the Business Law Section of the American Bar Association and chairman of the Committee on Federal Regulation of Securities of the ABA's Business Law Section. He has also been chairman of the Legal Advisory Committees of both the New York Stock Exchange and the National Association of Securities Dealers. He has chaired numerous ABA task forces, including its recent Task Force on Corporate Responsibility formed in March 2002 in response to the rising number of corporate frauds. He is also immediate past chair of the San Diego Securities Regulation Institute, for more than 30 years one of the most respected of the securities law educational programs.

Another of our members served as 2004-2005 chair of the Business Law Section, giving our firm the distinction of being only the third firm in ABA history to produce two chairs of the Business Law Section. Other members of our group have led numerous committees, subcommittees and task forces within the ABA's Business Law Section, including the Committee on Federal Regulation of Securities, Negotiated Acquisitions Committee, the Corporate Laws Committee, the Banking Law Committee, the State Regulation of Securities Committee, the Securities Registration, Market Regulation and other subcommittees, and the Venture Capital Transactional Documents Task Force. One of our members is slated to become the chair of the 2,500 member Acquisitions Committee in 2009. Another of our members is on the Governmental Relations Committee of the National Association of Real Estate Investment Trusts.

Our practice area members have also made their mark on the formulation of Tennessee corporate law, with two of our members co-chairing the committee that drafted the Tennessee Business Corporation Act and others serving on committees that have revised the Act to reflect developments in corporate law.

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