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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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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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New Pre-Merger Filing Rules Go Into Effect August 18, 2011

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July 29, 2011
On July 7, 2011, the Federal Trade Commission announced revised Hart-Scott-Rodino ("HSR") pre-merger notification rules and a revised notification and report form for those transactions that must be reviewed by the antitrust enforcement agencies prior to being consummated. The revised rules and form, which are based on proposed rules issued in August 2010, streamline certain aspects of the HSR reporting process but also impose new reporting burdens.

A significant new requirement relates to a buyer's "associates." Generally, any entity that is under common operational control with the filing entity, even if the filing entity is not the majority owner of that entity, is considered an associate. Under the new reporting requirements, information regarding the buyer's associates that was not previously required to be reported, now must be reported. This change will be most burdensome for buyers affiliated with private equity firms, investment funds, master limited partnerships and similar entities that are commonly managed, but not necessarily commonly owned.

The new rules also add significant document submission requirements. The existing obligation to provide "4(c) documents" – documents which were prepared by or for an officer or director for the purpose of analyzing various competitive aspects of the proposed transaction – has been supplemented with a new obligation to provide "4(d) documents." Examples of 4(d) documents include confidential information memoranda that relate to the sale of the acquired entity or assets, reports by third-party advisors regarding various competitive aspects of the sale of the acquired entity or assets, and analyses of synergies or efficiencies prepared for the purpose of analyzing the acquisition.

In addition, the new rules add additional reporting requirements for companies that manufacture goods outside the U.S. for sale into the U.S.

The new rules do, however, streamline and simplify certain aspects of the reporting process. Most significantly, the new rules eliminate the mandate to provide revenues divided according to NAICS codes for the year 2002. This requirement was often extremely burdensome, and its elimination has been met with an enthusiastic reception. In addition, the new rules eliminate the requirement to provide the agencies with the parties' SEC filings.

The revised rules are effective August 18, 2011, and apply to any HSR filings made on or after that date.

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