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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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GovCon Blog: President Obama Authorizes Use of PL 85-804 to Protect Ebola Contractors


November 17, 2014

Contracting with the Federal Government frequently includes many unique risks and uncertainties. In the wake of the Ebola epidemic occurring overseas the United States has stepped in to provide assistance, much of which comes in the form of the use of contractors. Being exposed to Ebola is not a small risk and comes with many uncertainties including becoming subject to large third-party claims for injury, death or damages. In order to continue supporting these efforts in the Ebola outbreak, there has been a drive to mitigate this risk factor for contractors. On November 13, President Obama released a Presidential Memorandum granting the Administrator of the United States Agency for International Development (USAID) the authority to indemnify companies from lawsuits related to "contracts performed in Africa in support of USAID's response to the Ebola outbreak in Africa where the contractor, its employees, or subcontractors will have significant exposure to Ebola."

The ability to grant this authority comes from Public Law 85-804. Generally, the Government is prohibited from entering into open-ended indemnification agreements due to the Anti-Deficiency Act. However, Public Law 85-804 permits the President to authorize any federal agency or department connected to national security the ability to enter into, amend or modify contracts with private companies in order to "facilitate the national defense." This includes indemnifying government contractors against unusually hazardous or nuclear risks without regard to the availability of appropriated funds. The process under which indemnification is requested and negotiated is set forth in Part 50 of the Federal Acquisition Regulations (FAR).

In his memorandum, President Obama called the Ebola outbreak "a relevant state of national emergency," adding that "this memorandum and actions taken pursuant to that authorization would facilitate the national defense." The memorandum makes clear that the authority granted is "solely for the purpose of holding harmless and indemnifying contractors with respect to claims, losses, or damage arising out of or resulting from exposure, in the course of performance of the contracts, to Ebola."

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