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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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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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