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Attorney Spotlight

Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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Experience

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Experience Spotlight

In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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Thought Leadership

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Regulation A+

It seems that lately there has been a noticeable uptick in Regulation A+ activity, including several recent Reg A+ securities offerings where the stock now successfully trades on national exchanges. In light of this activity, we have published a set of FAQs about Regulation A+ securities offerings to help companies better understand this "mini-IPO" offering process, as well as pros and cons compared to a traditional underwritten IPO.

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Healthcare in the Cloud: Notes From Today's IAPP Summit

Publications

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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