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Attorney Spotlight

Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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Experience Spotlight

In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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Regulation A+

It seems that lately there has been a noticeable uptick in Regulation A+ activity, including several recent Reg A+ securities offerings where the stock now successfully trades on national exchanges. In light of this activity, we have published a set of FAQs about Regulation A+ securities offerings to help companies better understand this "mini-IPO" offering process, as well as pros and cons compared to a traditional underwritten IPO.

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J. Alexander's Successfully Defends Activist Campaign by Privet Fund LP

Client Type: Public Company

We counseled J. Alexander's Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP and its associates during 2012. We advised J. Alexander's board of directors with respect to fiduciary duties applicable to the directors and available defensive strategies, including the adoption of a revised shareholder rights plan, in response to Privet's public attempt to take control of the J. Alexander's board of directors. Adding complexity to our engagement, Privet's initial advances occurred during a time in which the J. Alexander's board of directors had begun to consider, on a confidential basis, potential strategic transactions involving the company. After J. Alexander's announced the execution of a definitive agreement with a strategic acquirer, Privet filed a lawsuit seeking to enjoin or delay the acquisition and to force the company to hold an election of directors before the transaction could be completed. During an evidentiary hearing on permanent injunction, the Court dismissed the action and found that Privet had submitted no evidence showing irreparable harm. The successful defense of J. Alexander's and its board of directors against Privet's claims permitted the completion of a transaction determined by the J. Alexander's board of directors to be in the best interest of all shareholders.

J. Alexander's Corporation (formerly NASDAQ: JAX), operates upscale, contemporary restaurants throughout the U.S.

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