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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 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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Thought Leadership Spotlight

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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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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