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Find out how Gardner Bell's experience promoting financial and economic development initiatives both locally and abroad informs his role as an attorney. Find out 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 Spotlight

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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Jay H. Knight

Member

Nashville
(615) 742-7756 TEL
(615) 742-0449 FAX

Jay H. Knight

Member

Nashville
(615) 742-7756 TEL
(615) 742-0449 FAX
Nashville
(615) 742-7756 TEL
(615) 742-0449 FAX

Jay Knight is head of the firm's Capital Markets Subgroup. His practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the general representation of public companies and underwriters. Since his return to private practice in 2012 after having served five years in the Securities and Exchange Commission's (SEC) Division of Corporation Finance, Jay has represented both issuers and underwriters in connection with initial public offerings (IPOs), follow-on and secondary offerings, tender offers, and mergers and acquisitions, involving companies in a wide range of industries, including healthcare, real estate (REITs), defense and restaurant. During this time, he has also led a team that has served as counsel on more than 50 SEC-registered commercial mortgage-backed securities transactions that involved collateral valued in excess of $75 billion.

In 2016, Jay Knight and the team at Bass, Berry & Sims were recognized by The M&A Advisor in conjunction with the firm's representation of Community Health Systems, Inc. (NYSE: CYH) in connection with its spin-off of Quorum Health Corporation. This transaction was named a finalist by The M&A Advisor in four categories, including "Healthcare and Life Sciences Deal of the Year (over $100MM)" and "M&A Deal of the Year in the over $1 billion - $5 billion." Jay is active in the leadership of the ABA's Federal Regulation of Securities Committee, including serving as the Chair of the Annual Review of Securities Law Subcommittee and its high profile annual survey of securities law developments in rulemaking, litigation and accounting, and has been published on securities matters in leading periodicals such as The Corporate Executive. Jay has also been published or quoted by numerous national news outlets on securities issues, including in published articles by The Wall Street JournalAmerican Banker, Law360, CFO.com and others.

Jay Knight is head of the firm's Capital Markets Subgroup. His practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the general representation of public companies and underwriters. Since his return to private practice in 2012 after having served five years in the Securities and Exchange Commission's (SEC) Division of Corporation Finance, Jay has represented both issuers and underwriters in connection with initial public offerings (IPOs), follow-on and secondary offerings, tender offers, and mergers and acquisitions, involving companies in a wide range of industries, including healthcare, real estate (REITs), defense and restaurant. During this time, he has also led a team that has served as counsel on more than 50 SEC-registered commercial mortgage-backed securities transactions that involved collateral valued in excess of $75 billion.

In 2016, Jay Knight and the team at Bass, Berry & Sims were recognized by The M&A Advisor in conjunction with the firm's representation of Community Health Systems, Inc. (NYSE: CYH) in connection with its spin-off of Quorum Health Corporation. This transaction was named a finalist by The M&A Advisor in four categories, including "Healthcare and Life Sciences Deal of the Year (over $100MM)" and "M&A Deal of the Year in the over $1 billion - $5 billion." Jay is active in the leadership of the ABA's Federal Regulation of Securities Committee, including serving as the Chair of the Annual Review of Securities Law Subcommittee and its high profile annual survey of securities law developments in rulemaking, litigation and accounting, and has been published on securities matters in leading periodicals such as The Corporate Executive. Jay has also been published or quoted by numerous national news outlets on securities issues, including in published articles by The Wall Street Journal, American Banker, Law360, CFO.com and others.

His practice includes:

  • Corporate Finance and Mergers & Acquisitions – Advising companies and underwriters in debt and equity transactions, including initial public offerings, follow-on offerings and Rule 144A and institutional private placements as well as in transactional matters, including spinoffs, tender offers and mergers and acquisitions.
  • SEC Regulatory Reporting & Corporate Governance – Counseling companies on a variety of SEC regulatory reporting, corporate and securities matters, including boards of directors and audit committees on public company disclosure and stock exchange listing requirements, the Sarbanes-Oxley Act, and governance.
  • Structured Finance – Serving as securitization counsel to the senior trust advisor or operating advisor in SEC-registered offerings of commercial mortgage-backed securities (CMBS) and in other structured finance asset classes, as well as serving clients in the implementation of new SEC rules related to asset-backed securities, such as Reg AB 2 and risk retention.

Prior to joining Bass Berry & Sims, Jay served in several positions in the Division of Corporation Finance at the SEC over a period of approximately five years, most recently serving as Special Counsel in the Office of Structured Finance and as a member of the Dodd-Frank Implementation Team. As Special Counsel in the Office of Structured Finance, Jay led a team of attorneys, economists and accountants charged with implementing an inter-agency joint rulemaking project under Section 941 of the Dodd-Frank Act with the federal banking agencies, FHFA and HUD (i.e., the risk retention rule.) He also contributed to a number of other rulemaking projects, including the rules that would revise the disclosure, reporting and offering process for asset-backed securities (known as Reg AB 2).

Also while at the SEC, Jay served as an attorney-adviser in Disclosure Operations in the Division of Corporation Finance where he reviewed public company filings for compliance with federal securities laws and regulations and communicated with issuers and their counsel to identify and resolve complex disclosure issues. He also gained experience in shareholder proposals as a result of twice being selected a member of the Shareholder Proposals Task Force. Prior to joining the SEC in 2007, Jay was a corporate and securities attorney at a law firm in Cincinnati, Ohio.

In 2010, Jay served as an adjunct professor at George Mason School of Law and co-taught Securities Regulation and Law with Broc Romanek, Editor, thecorporatecounsel.net.

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Memberships

American Bar Association — Business Law Section

  • Federal Regulation of Securities Committee
  • Securities Registration and Corporate Governance Subcommittees
  • Chair of Annual Review of Securities Law Subcommittee
  • Drafting Subcommittee on the Section 12(g) Crowdfunding Exemption, Chair
  • Drafting Subcommittee on the Crowdfunding Proposed Rule, Co-chair

National Association of Real Estate Investment Trust (NAREIT) — Government Relations Committee

American Health Lawyers Association (AHLA)

News

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Representative Experience

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Past Events

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Media Mentions

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Accolades

TheCorporateCounsel.net — Board of Advisors; Business Development Companies (BDC) practice area, Editor

Law and Policy Award — presented to the Dodd-Frank Implementation Team (2011)

Productivity Improvement Award — presented to the Shareholder Proposals Task Force (2009)

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