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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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Labor Talk Blog: Release Language Hazards and How to Fix Them

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June 17, 2014

The EEOC has been challenging the legality of releases, attacking certain language that some employers consider standard. The EEOC responds that it is merely acting consistently with its 1997 Enforcement Guidance on what it considers "non-waivable rights." So, what has drawn the EEOC's adverse attention? Here is a brief overview:

  • Covenants not to sue which include an employee's agreement not to file a charge of any kind;
  • General release language that includes charges of any kind, including any discrimination charges.
  • Confidentiality clauses, along with non-disparagement clauses, that include the obligation of the former employee to notify the Company before sharing any information, even if required by subpoena to disclose information.

Employers should include the necessary carve-outs in these releases:

  • Any covenant not to sue or general release should include a carve-out that the covenant does not prevent the employee from filing a charge; the language in the carve-out also should indicate that the employee does waive the right to recover any monetary damages in any charge or lawsuit brought on the employee's behalf;
  • A confidentiality clause likewise should have a carve-out that the language does not prevent the employee from participating in an investigation.

Given the EEOC's more aggressive approach, it is wise for employers to have their current releases reviewed by competent legal professionals familiar with this trend.


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