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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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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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Win for Woman-Owned Small Business in SBA OHA Appeal

Client Type: Private Company

We successfully defended Stokes Evans Limited in a status protest before the SBA's Office of Hearings and Appeals (OHA). Stokes Evans, an economically disadvantaged woman-owned, small business (EDWOSB) was awarded a blanket purchase agreement by the U.S. Coast Guard. A disappointed offeror filed a protest with the SBA, challenging Stokes Evans' status as an EDWOSB. 

After the SBA denied the protest, the disappointed offeror filed an appeal with OHA alleging that the woman-owner and President of Stokes Evans was not in control of the company. The appeal argued that Stokes Evans' corporate documents gave her husband the ability to control the company, and that the woman-owner did not have the requisite managerial expertise to run the company. The appeal asserted that it was her husband who actually ran Stokes Evans. 

In our response to the appeal, we detailed the woman-owner's vast and varied managerial experience, arguing that while her husband's role is vital to Stokes Evans’ operation, the woman-owner herself possesses the managerial experience necessary to run the company. We also argued that Stokes Evans' corporate documents, as well as the woman-owner's 100% ownership of the company, clearly give her control of Stokes Evans.

Given that the SBA's Women-Owned Small Business Program is a relatively new development (began in 2011), there are very few published decisions addressing the status of a WOSB or EDWOSB. In this case, OHA recognized the woman-owner's wealth of managerial experience, and that Stokes Evans' corporate documents clearly give her control over the day-to-day operations of the company. As a result, OHA found that the SBA correctly determined Stokes Evans to be an eligible EDWOSB.

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