Close X
Attorney Spotlight

Find out which two countries Cheryl Palmeri gets the most questions about related to International Trade in today's market? Find out more>


Close X


Search our Experience

Experience Spotlight

In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

AmSurg logo

Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

Read More >

Activist Investor Fund Wins Proxy Fight For All 12 Seats on Darden Restaurants Board


October 14, 2014

Darden Restaurants, Inc., an Orlando-based holding company that owns and operates more than 1,500 restaurants -- including the Olive Garden and LongHorn Steakhouse chains -- is under new control after its entire 12-seat board of directors was ousted at the company's annual meeting on October 10, 2014. The ouster of the incumbent directors followed a highly contentious nine-month battle with activist investor fund Starboard Value LP, which had been pushing for major changes at Darden since December 2013. The battle only intensified after Darden's controversial sale of the money-losing Red Lobster chain for $2.1 billion in July 2014.

The Darden board may have seen the writing on the wall, but its efforts to appease its shareholders ultimately were too little, too late. Back in July, Clarence Otis, CEO and chairman of the board, announced that he would step down. And, the board nominated only four incumbent directors for re-election at the annual meeting. In the end, however, that was not enough to quell investor dissatisfaction. Instead, investors voted to accept the slate of 12 new directors that had been put forward by Starboard in May. That slate brings to Darden several restaurant industry veterans, including former senior executives at Smith & Wollensky Restaurant Group, Inc.; Burger King Worldwide, Inc.; Checkers Drive-In Restaurants, Inc.; and IHOP (DineEquity, Inc.). Analysts expect Starboard to sell some of Darden's estimated $4 billion in real estate assets and to focus on improving Olive Garden sales.

The voting result at Darden is significant because it is extremely rare to see the entire board of directors replaced as the result of a single shareholder vote. Shareholders generally find value in at least some level of continuity in public company boards. The fact that Darden shareholders elected every Starboard nominee not only speaks to the effectiveness of Starboard's highly organized campaign to generate and capitalize on shareholder discontent, but it highlights the importance to public companies and their boards of directors of maintaining an ongoing and open dialogue with shareholders in order to avoid the sort of massive board/shareholder disconnect that occurred at Darden.

Related Services


Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.