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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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Tony McFarland and Jay Knight Discuss Impact of Proposed Cybersecurity Disclosure Act

Wall Street Journal's Risk & Compliance Journal

Media Mentions

February 3, 2016

Bass, Berry & Sims attorneys Tony McFarland and Jay Knight provided insight for an article published in The Wall Street Journal's Risk & Compliance Journal on the impact of the proposed Cybersecurity Disclosure Act. The article discusses the potential effect the Act will have on companies if it is passed. The Act would require companies to disclose whether any board members have cybersecurity "experience" or "expertise," although opponents argue that the bill fails to define either. "This bill is not likely to go anywhere any time soon, but it does have value to the extent it demonstrates that influential senators have concerns that public companies should make information available about the cybersecurity experience or expertise," Tony said. 

While the emphasis on cyber protection is clear, Jay notes that the bill fails to take into account the board member's oversight function and the ability to bring in experienced advisors as needed to help guide cyber decisions. "Directors are not tasked with having expertise on everything they oversee," Jay explained. "They need to rely on experts to fulfill their duties."

The full article, "The Morning Risk Report: Boards Put on Notice About Cyber Expertise," was published by the Wall Street Journal's Risk & Compliance Journal on February 3, 2016 and is available online.


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