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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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John C. Speer

Member

Memphis
(901) 543-5919 TEL
(800) 543-5319 FAX

John C. Speer

Member

Memphis
(901) 543-5919 TEL
(800) 543-5319 FAX
Memphis
(901) 543-5919 TEL
(800) 543-5319 FAX

John Speer's complex litigation practice is devoted to providing clients, primarily financial institutions, with advice and representation when they face significant financial or operational risks. Quoted by Chambers USA as having "extremely good judgment" (from Chambers USA 2013), John's representation of financial institutions spans more than 30 years and involves assisting them with disputes involving federal and state laws and regulations applicable to banks and mortgage companies.

John Speer's complex litigation practice is devoted to providing clients, primarily financial institutions, with advice and representation when they face significant financial or operational risks. Quoted by Chambers USA as having "extremely good judgment" (from Chambers USA 2013), John's representation of financial institutions spans more than 30 years and involves assisting them with disputes involving federal and state laws and regulations applicable to banks and mortgage companies.

John's practice includes:

  • Financial Services Litigation – Represents banks, specialty insurance companies, mortgage companies, shareholders, consumers and other financial service companies in courts in the southeast and other parts of the country and in negotiating disputes involving troubled commercial and real estate loans; represents clients in the financial services sector in matters involving investigations by regulators and other federal and state agencies.
  • Business Disputes – Represents clients in general commercial litigation and in mediating and negotiating disputes including stockholder derivative actions, dissenting shareholder class actions, and breach of trust and fiduciary duty cases involving officers and directors of public and private companies. 

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Memberships

Memphis Bar Association — Diversity Task Force, Co-Chair

Tennessee Bar Association

American Bar Association — Business, Commercial and Consumer Financial Services Section; Litigation Section

Tennessee Bankers Association — Lawyers Committee

Memphis Symphony Orchestra — Board Member

News

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Publications

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Past Events

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Media Mentions

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Accolades

Best Lawyers in America® — Banking and Finance Law; Commercial Litigation; Litigation: Banking and Finance (2007-2017)

Chambers USA — Litigation: General Commercial (2011-2014)

Mid-South Super Lawyers (2006-2016)

MBQ: Inside Memphis Business "Power Players"

Seminar Presenter — American Bankers Association; National Institute of Business; Tennessee Bankers Association; Corporate Counsel of America

Kentucky Law Review — Member (1971-1972)

Banks & Financial Institutions

  • Dismissal, affirmed on appeal, of multimillion dollar damage claim against bank for selling unsuitable financial products to commercial customer.
  • Dismissal, affirmed on appeal, of class action suits against bank asserting conspiracy with other banks to set checking accounts service charges in violation of federal and state price fixing statutes.
  • Represented mortgage lenders in a series of class action cases seeking damages based on loan closing fees alleged to violate RESPA, and other federal and state laws all of which were dismissed on motions.
  • Dismissal of RICO claims asserted by 26 customers of a mortgage lender who had purchased homes in a recreational development based on alleged conspiracy between mortgage lender and developer.
  • Dismissal of claim made by customers of bank alleging violation of anti-tying provision of National Bank Act in making mortgage loans.
  • Judgment and recovery on behalf of mortgage warehouse lender from mortgage loan originator's falsification of mortgage loan documents to obtain funding secured by non-existent or unqualified mortgage loans.
  • Representation of assignee of second mortgage home loans in class action suit challenging fees charged in incident to loan closings. The case was dismissed.
  • Represented bank in appeal from trial court's judgment of $9 million in punitive damages based on pre-merger conduct by an acquired bank's loan officer. The judgment award was reversed and the case remanded.
  • Obtained dismissal of RICO and other claims against construction and mortgage lenders and loan officers in suits brought in state and federal courts in Idaho, Tennessee and Ohio by customers and other parties alleging clients made false statements of the financial condition and ability of the developer and contractor to complete construction of vacation homes and amenities in four retirement developments.
  • Represented bank in obtaining court approval of appointment of receiver for company manufacturing and selling hunting equipment that resulted in sale of bank's note and collateral that paid off company's $2.5 million loan within six months.
  • Represented bank in lawsuit between bank and guarantors of auto dealer's loans and swap agreement obligations involving claim that the bank's acceleration of repayment of the loans based on a default was product of a conspiracy between bank and auto dealer. The case was settled by mediation.

Financial Services

  • Claims asserted against bond Trustee and disbursement agent by contractor for unauthorized disbursement of funds from tax exempt bond issued to construct low income housing development seeking more than $3 million damages. The case was dismissed by the trial court.
  • Interpleader on behalf of Trustee to resolve disputes concerning distribution of trust assets to trust beneficiaries and defense of counter-claim alleging fraud, negligence and unauthorized disposition of trust assets by Trustee. Summary judgment was granted; attorney fees and expenses awarded Trustee.
  • Defense of Trustee of residuary trust of claims by beneficiaries alleging mismanagement of trust assets and liability for unauthorized actions by executrix of estate. The case was dismissed and affirmed on appeal.
  • Representation of bond insurance company in negotiating full optional redemption and defeasance of $11 million of bonds through sale and lease back transaction that resulted in no payment on bond insurance policy.
  • Represented lender in negotiation and sale of real estate loans valued at more than $150 million and secured by more than 300 properties throughout the United States.

Bankruptcy & Restructuring

  • Represented bond insurance company regarding default and bankruptcy by private university of payment to holders of $5 million of bonds. Negotiated settlement of client's claim as part of Sec. 363 sale of substantially all of university's assets for $7.9 million.
  • Represented regional bank in numerous civil and bankruptcy proceedings to recover more than $200 million of defaulted commercial loans and other assets acquired from its purchase from the FDIC of a failed bank and its loan portfolio. Defended related claims by former customers and financial institutions.
  • Represented bank as creditor in bankruptcy of bank holding company in negotiating resolution of dispute between bank holding company's Liquidating Trustee and FDIC as Receiver of holding company's insolvent bank over ownership of $22 million tax refund subject to a tax sharing agreement between bankrupt holding company and its insolvent bank. Settlement reached at mediation after bankruptcy court determined tax refund was property of holding company's estate and subject to client's allowed claim represented 98% of all allowed claims.

Business Disputes

  • Obtained verdict and attorney fees, affirmed on appeal, for property management company sued by condominium association alleging damages of more than $1 million for misappropriation of funds of association during a six-year period.
  • Represented lender in negotiating with owner of nine franchised, fast food restaurants in Florida, Texas and Tennessee to sell pledged assets and leases to new franchisees/operators in cooperation with franchisor. Negotiated settlement with guarantors of loan and release of their claims.
  • Represented secured lender in negotiating forbearance agreement relating to outstanding loan of $7 million secured by contract receivables and equipment to a regional construction contractor. Agreement included reduction of loan balance, assignment of legal claims not previously pledged, and federal income tax refunds due owner/guarantor.
  • Negotiated forbearance and settlement agreement with guarantors of $4.5 million of debt of sports entertainment company and release by guarantors and company of claims alleging interference by lender with borrower's business operations.
  • Obtained declaratory judgment in District Court for insurance company client that general commercial liability policy did not provide coverage for losses besides coverage afforded under client's auto policy. Judgment affirmed by court of appeals and petition for certiorari denied by U.S. Supreme Court.
  • Dismissal of suit alleging violation of Tennessee Consumer Protection Act and RESPA for recording fees charged in real estate closings by title company and mortgage lender clients.

Securities & Shareholder Litigation

  • Represented directors of a British Virgin Island company based in Hong Kong obtaining dismissal of claims by investor in the company of violation of the Exchange Act and breach of fiduciary duties asserting damages of $10 million. The case was affirmed on appeal.
  • Represented directors and companies in suit to enjoin a $700 million merger based on breach of fiduciary duties and violation of Tennessee Investor Protection Act. Injunctive relief denied and case dismissed.
  • Defended directors and companies in shareholder class action suits to prevent a proposed $155 billion merger of two regional banks because of alleged fraud and breach of fiduciary duties by directors in seeking shareholder approval of merger.

Compliance & Government Investigations

  • Represented national bank in multi-state joint attorney general investigation resulting in no enforcement action against national bank for fees charged to reaffirm loans in consumer bankruptcies.
  • Represented bank and loan officer regarding lending practices and regulatory compliance in OCC investigation and administrative proceedings.
  • Represented lender in investigation by Justice Department and regulator of suspected criminal activity by loan officer.

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