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After finishing her first year as an associate at Bass, Berry & Sims, find out what advice Margaret Dodson offers to new attorneys. 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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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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Beware: No-Solicitation and No-Hire Agreements Highlight Serious Antitrust Risk


September 27, 2013

A series of legal actions brought by the Department of Justice (DOJ) and private parties in recent years has disclosed another area of antitrust risk that company executives, business owners, and human resource managers need to beware of. Employers who agree expressly or implicitly with their competitors not to hire or recruit each other’s employees are subject to claims that they have violated the antitrust laws. So far, these claims have played out in several high-profile actions against Silicon Valley titans Adobe, Apple, Google, Intel, Intuit, and others. Developments in this area warrant close attention because, like these employers, some may assume that such agreements are proper; yet, the DOJ has challenged these agreements as being illegal "per se" – unlawful on their face.

Earlier this week, a putative class of software engineers that filed suit against these tech giants for anti-poaching and anti-recruiting agreements announced they had settled with three of the defendants, Intuit, Lucasfilm and Pixar, for $20 million. Plaintiffs alleged the companies adopted agreements to cap pay packages to prospective talent, to abstain from recruiting one another’s employees, and to provide notice when an offer was made to a competitor’s employee. As often happens, this private class action followed a 2010 lawsuit brought by the DOJ against these same high-tech competitors making similar claims. The DOJ asserted the agreements were "facially anti-competitive" because they were agreements among competitors to restrict pay and limit job opportunities. In that case, the parties ultimately agreed with the DOJ to suspend these practices.

In 2012, the DOJ filed a similar lawsuit against eBay, claiming that eBay and Intuit senior executives entered into a "handshake" deal not to solicit or hire the other’s employees. eBay has not settled at this point and is vigorously denying that the "agreements" are unlawful. It has filed a motion to dismiss the lawsuit, which was argued in April and remains pending a court ruling.

The Bottom Line

In spite of the DOJ’s "per se" illegal approach to these cases, no-hire and no-solicitation agreements may be justifiable under some limited circumstances. However, the fact that the DOJ has challenged these agreements as per se illegal substantially increases the risk profile and requires caution for companies considering them. Employers seeking to enter into such agreements with competitors are wise to contact antitrust counsel to carefully evaluate the potential risk.

If you have questions about the content of this alert, please contact one of the authors listed above.

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