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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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Steve Jasper and Michael Cottone Provide Insight on Tennessee IMPROVE Act

State Tax Notes

Media Mentions

May 1, 2017

Bass, Berry & Sims attorneys Steve Jasper and Michael Cottone provided insight on Tennessee's IMPROVE Act, a bill designed to provide funding for road and bridge projects and attract manufacturing jobs to the state. 

To pay for the road and bridge projects, the IMPROVE Act increases Tennessee's various gas tax rates. Tax rates will increase starting July 1, 2017, and increase again in 2018 and 2019. Michael provided details for the new rates applicable to different types of fuel.

The IMPROVE Act also provides certain taxpayers the ability to elect a single-sales-factor apportionment formula for franchise and excise tax purposes. As Steve points out, this election "applies only to Tennessee companies engaged in manufacturing, [and] could have a broad application. Under the bill, a manufacturer is defined as having more than 50 percent of its earnings derived from manufacturing. But in determining whether half or more of a company's earnings count as manufacturing, passive income such as interest and investment income is not counted."

Another component of the bill is the continued phase out of the Hall income tax. Michael indicated that, if the IMPROVE Act is approved in reconciliation, the applicable rate would be reduced by one percentage point each year without the legislature having to take further action.

The full article, "Lawmakers Approve Single Sales Factor, Gas Tax Increase," was published by State Tax Notes on May 1, 2017, and is available online (subscription required).


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