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How does Jordana Nelson's prior experience as a general counsel inform her work with firm clients? Read more>

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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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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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