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After finishing her first year as an associate at Bass, Berry & Sims, find out what advice Margaret Dodson offers to new attorneys. Read 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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Blueprint for an IPO

Companies go public to raise capital to fuel growth, pay down debt and provide liquidity to shareholders. Although all issuers and offerings are different, the basic process of going public remains relatively constant. Blueprint for an IPO identifies the key players, details the process and identifies the obligations companies will face after going public.

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Retailers Urge Tokenization of Payment Cards to Curtail Data Breach


August 1, 2014

As we mentioned in our earlier Alert, the time for issuance of secure payment cards, both credit and debit, may be close at hand. On July 29, 2014, the Merchant Advisory Group, as well as a disparate group of retail industries, including grocers, restaurants, and convenience stores1, issued a joint statement calling for an "open process for the creation of security standards to better protect U.S. consumers and businesses from cyber criminal activity," including adoption of "tokenization" throughout the U.S. payment system.

The letter recognizes the three locations or instances where confidential retail customer information may be compromised:  1) where the payment card is swiped, or the card number entered, 2) where the card information is stored, and 3) during transmittal.

Tokenization refers to the replacement of sensitive customer data with a unique "token," significantly increasing the security of the customer's confidential information. A customer swipes or presents the payment card in typical fashion. The retailer then transmits the customer's data to its payment processor, where it is encrypted. The payment processor then sends a token back to the retailer containing the transaction information, where it is unencrypted. The merchant can use the unencrypted information to track the transaction in its payment system. However, since the confidential payment information has been removed, a breach of the retailer's system would not allow the hacker to access the customer's financial information. Meanwhile, the entire process is invisible to the customer.2

Because tokenization typically does not require significant changes in a retailer's payment acceptance systems, some retailers have already adopted the process. However, the retailers' July 29 statement recognized that widespread use may require the creation of a standard, open platform usable by all merchants, card issuers, and payment processors (including banks). As the repository of the confidential customer data, it is the payment processors who bear the biggest burden -- and highest data breach risk -- by extensive adoption of tokenization. Nevertheless, in light of several very recent high-profile retail data breaches (e.g., Target, Michael’s, eBay), retailers now recognize that ensuring the confidentiality of customer financial data has become a critical aspect of their business standards and strategy, if not even survival.

Food Marketing Institute, National Association of Convenience Stores, National Grocers Association, National Restaurant Association, National Retail Federation, and Retail Industry Leaders Association.

The Letter noted that tokenization "will also be a valuable tool to secure data in other aspects of commerce, such as age verification identify checks, and storage and transmission of electronic health records and pharmacy prescriptions." 

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