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In addition to Mark Manner's busy corporate legal practice, he has established himself as a respected and avid astronomer. Read more>

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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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Thought Leadership

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Blueprint for an IPO

Companies go public to raise capital to fuel growth, pay down debt and provide liquidity to shareholders. Although all issuers and offerings are different, the basic process of going public remains relatively constant. Blueprint for an IPO identifies the key players, details the process and identifies the obligations companies will face after going public.

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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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