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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Genesco / Finish Line Merger and Related Litigation

Client Type: Public Company

In June 2007, Bass, Berry & Sims represented Genesco Inc. in connection with the negotiation of a merger agreement for Genesco to be acquired by Finish Line for $1.5 billion. When the credit markets subsequently took a dive, Finish Line and its lender, UBS, refused to consummate the deal accusing the company of withholding key financial information and citing a material adverse change based on Genesco's weaker than expected results from the second and third quarter of 2007. Our litigation team filed suit (Genesco, Inc. v. Finish Line, Inc., Headwind, Inc., UBS Securities LLC and UBS Loan Finance LLC) to enforce the agreement asserting that there had been no fraud, that Genesco's recent performance was the result of general economic conditions which did not allow Finish Line to escape its obligations under the merger agreement, and that the merger agreement should be enforced as written.

On December 27, 2007, Tennessee Chancery Court Judge Ellen Hobbs Lyle ruled in favor of Genesco, dismissing all of Finish Line's arguments and rejecting claims that Genesco had committed fraud by concealing financial information and affirming that Finish Line had breached its merger agreement. Most significantly, Chancellor Lyle ordered that Finish Line must specifically perform its obligations under the merger agreement and close the transaction. The litigation was subsequently settled with Finish Line and UBS paying Genesco $175 million in cash plus 12% of Finish Line stock.

Genesco Inc. (NYSE: GCO) is a publicly owned specialty retailer of branded footwear, licensed and branded headwear and licensed sports apparel and accessories and is a wholesaler of branded and licensed footwear.

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