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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Delaware Bankruptcy Court Vindicates AutoZone in Four-Year Litigation by Chapter 7 Trustee

June 22, 2011

Significant Win for Memphis Company as Federal Court Condemns Trustee’s Case Administration

Memphis, Tenn., (June 22, 2011) - On June 9, 2011, a Delaware bankruptcy court ruled in favor of Memphis-based AutoZone, rejecting approximately $7 million in claims asserted by Montague S. Claybrook, the Chapter 7 Trustee for the estates of American Remanufacturers, Inc. (ARI).

Montague S. Claybrook, as Chapter 7 Trustee of the estates of American Remanufacturers, Inc., et al. v. AutoZone Texas, L.P. et al. 07-51597 (PJW) was the lead case in a series of related adversary proceedings filed by the Trustee against ARI’s former customers. All of the other adversary proceedings were stayed pending disposition of the Trustee’s action against AutoZone.

The Trustee originally sought over $12 million from AutoZone for claims related to alleged accounts receivable remaining on the Debtors’ books after the automotive parts remanufacturing companies ceased operations in 2005.

After four years of litigation that included a $100,000 discovery sanction against the Trustee, and the Trustee's abandonment of some of his original claims, the United States Bankruptcy Court for the District of Delaware ruled that AutoZone was entitled to recoup approximately $9 million in credits owed to it by the Debtors. The ruling extinguishes the Trustee’s claims against AutoZone in their entirety.

"This case is a significant one because it moves the needle toward creditors' rights in bankruptcy disputes," said Kristen Wright, AutoZone's lead trial counsel and a member in the Memphis office of Bass, Berry & Sims. "Because it is a pronouncement of the Bankruptcy Court in Delaware, it has national implications."

In a two-day trial before Judge Peter J. Walsh, AutoZone established that account credits arose from certain deductions and allowances to which AutoZone was entitled under the parties’ vendor agreements, as well as credit for rejected product returns that, as AutoZone successfully claimed, ARI was obligated to accept both before and after the date the company converted from a Chapter 11 to a Chapter 7 bankruptcy.

Significantly for creditors, the Court found "no strict requirement that credits must 'match' accounts receivable for those credits to be recouped against the open accounts." Instead, said the Court, "the credits issued by the [Debtors] were an integral part of the parties' overall relationship and constituted a component of an integrated transaction between the parties."

Also significant, the Court permitted AutoZone to recoup its claimed credits collectively against the Debtors’ estates as a whole, even though the accounts receivable and credits claimed involved three debtor entities. Condemning the Trustee’s case administration, the Court stated that the "Trustee’s attempt to segregate the Debtors assets solely for purposes of setoff and recoupment in this accounts receivable case simply does not reflect the reality of his own case administration for the past five years." The Court ruled that, as a matter of equity, because the Trustee had administered the companies as a single entity, no artificial distinction between the three was justified.

AutoZone was represented at trial by Kristen C. Wright and Russell E. Stair of Bass, Berry & Sims PLC and Sommer L. Ross of Duane Morris LLP. The Plaintiff was represented at trial by Fox Rothschild LLP and Alan L. Frank Law Associates, P.C.

Click here to read the Judge's Order.


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