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What colorful method does Claire Miley use to keep up with the latest healthcare regulations as they relate to proposed transactions? 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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Healthcare in the Cloud: Notes From Today's IAPP Summit

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March 6, 2014

For our healthcare friends and colleagues, here are "bits and bytes" from this morning’s "Healthcare in the Cloud" presentation at the International Association of Privacy Professionals ("IAPP") Summit in Washington D.C.

Clarification: Cloud service providers ("CSP") are business associates ("BA"), requiring them to enter into Business Associate Agreements ("BAAs") with their healthcare customers who are Covered Entities ("CEs") or themselves BAs. This is the case whether or not the CSP actually accesses the customer's PHI; the key is whether the CSP maintains the PHI. The good news is that many large CSPs that have historically avoided BAAs are now recognizing this clarification and willingly entering BAAs.

Developments: The industry is seeing increased enforcement activity from multiple regulatory bodies. The HITECH Act gave the Department of Health and Human Services ("HHS") direct authority to audit and impose penalties against BAs in much the same way it has done with CEs. Many state attorneys general offices are also stepping up their oversight of PHI protection, often using state consumer protection statutes to supplement their authority and available penalties. The Federal Trade Commission ("FTC") is similarly using consumer protection laws to increase its involvement in the protection of PHI.

Takeaway: CEs and BAs that use cloud service providers need to acknowledge their Business Associate relationship, and be diligent in negotiating and executing BAAs. Make sure your BAAs address required items, including defining the CSP's: 1) permissible uses and disclosures of PHI; 2) use of and controls over subcontractors; 3) authority to aggregate or de-identify PHI; 4) duties to return or destroy PHI upon termination; and 5) duties and liabilities in the event of a security incident or breach. Most importantly, you must be diligent in selecting your vendors, and be wary of new vendors making unverifiable promises (e.g., there is no such thing as being "HIPAA Certified," though a subset of new companies is creatively using this designation, and a CSP cannot make a Covered Entity HIPAA compliant).

If you have questions about your company's BA relationships or need assistance with a BAA, please contact our healthcare partner, Elizabeth Warren, whose practice focuses on this area.

If you are interested in more notes from the IAPP Summit, click here.

Feel free to contact a member of our Data Privacy & Security team if you have questions about data security, privacy or cyberliability issues.


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