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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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Tennessee Government Update - Recap of January 14, 2014

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January 14, 2014

The 108th General Assembly of the State of Tennessee will reconvene this morning for what is sure to be another short, fast-paced session. More than a half dozen of the state legislature's most conservative members already find themselves facing serious establishment Republican opponents eight months before the August 2014 primary election. Lt. Gov. Ron Ramsey and Speaker Beth Harwell have indicated that it is their goal to conclude all legislative work before April 4, 2014, the candidate filing deadline.

Several bills from last session await further consideration, as many were placed on the first committee calendars for 2014 or were filed but not advanced in 2013. The wine-in-grocery stores bill is a popular example. Both Ramsey and Harwell have stated that the time has come for wine in grocery stores and that last year's bill to allow the voters to decide the issue by referendum will be resurrected from the House Local Government Subcommittee, where it died last session because of a surprise "nay" vote by Chairman Matthew Hill (R-Johnson City).

Sen. Brian Kelsey (R-Germantown) may attempt to restore a bill to its original language that would prohibit the state from taking advantage of the Affordable Care Act's Medicaid expansion. The Senate Commerce Committee amended Kelsey’s bill last session to simply require legislative approval for expansion. That amendment could be stripped in the Senate Finance Committee or on the Senate floor to return the original prohibition language to the bill. Any attempt to do so, however, will be opposed by hospitals and business groups that support expansion.

Another issue from last session that the legislature is likely to revisit involves a moratorium on adversarial municipal annexations. In December, the Tennessee Advisory Commission on Intergovernmental Relations recommended that the moratorium should be extended for a year. The original moratorium resulted from legislation sponsored by Rep. Mike Carter (R-Ooltewah) and Senate Speaker Pro Tempore Bo Watson (R-Hixson) that required public referendum votes on nonconsensual residential and farm annexations within urban growth boundaries. Rep. Carter intends to push the issue by filing a similar bill in 2014.

A bill requiring prescriptions for products containing pseudoephedrine may get more traction in 2014 than in previous years. A Vanderbilt University poll indicates that 65 percent of registered voters polled would accept prescriptions to fight illegal methamphetamine production. As a result, Lt. Gov. Ramsey has changed his position from being opposed to a prescription requirement to being open to the legislation. Likewise, Speaker Harwell has stated that the time has come to revisit the issue. Law enforcement officials likely will attempt to capitalize on this momentum while the pharmaceutical industry and other retail and business groups will oppose the prescription requirement.

On the education front, the legislature will consider legislation challenging Common Core standards for K-12 schools, giving state entities the power to authorize charter schools, establishing a statewide school voucher program, and reviewing the Tennessee Textbook Commission. Higher education initiatives also are expected to be a focus of the administration's legislative agenda for 2014 and include Gov. Haslam's "Drive to 55" effort to encourage more Tennesseans to earn a certificate or degree beyond high school.

The state's 2014-15 budget will be the toughest yet for Haslam. In recent years, the legislature has eliminated, reduced or phased out taxes such as the gift tax, inheritance tax, unprepared food tax, and the Hall income tax on investment earnings. With revenues expected to be down $123 million at the end of the current fiscal year, additional tax cuts and reforms are unlikely in 2014. After the 2014 elections, however, potential areas for legislative action include the franchise and excise tax and the gasoline tax.

With reelection being top of mind, legislators will be inclined to introduce bills that will be popular with their voting base back in the district – so stay tuned for bills that may make for interesting late night entertainment fodder.

As always, the Bass, Berry & Sims' Government Advocacy Group stands ready to assist you in matters where business and government intersect.

For additional information on the topic of this alert, please contact the author listed above.


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