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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. 

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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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Chris Lazarini Comments on Application of Manifest Disregard Doctrine

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November 25, 2014

Bass, Berry & Sims attorney Chris Lazarini commented on Meyers Assocs., L.P. vs. Goodman which discusses the continued viability of the manifest disregard of the law standard in the 6th Circuit. Chris provided the analysis for Securities Litigation Commentator. The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the Securities Litigation Commentator, please click here to sign up for the newsletter.

Meyers Assocs., L.P. vs. Goodman, No. 3:14-cv-1174 (M.D. Tenn., 10/29/14) 

A party seeking to vacate an arbitration Award on grounds that the panel manifestly disregarded the law must establish that the panel was presented with and understood the controlling legal principles and consciously chose to disregard them. This task is all but impossible where the arbitrators do not explain their decision. 

Following a full hearing on the merits of the Goodmans' churning and suitability claims, a unanimous FINRA arbitration panel ordered Meyers to pay $222,000 in compensatory damages, $100,000 in punitive damages, $104,000 in attorneys' fees and interest at the Tennessee statutory rate from the date the Statement of Claim was filed to the date the award was paid (FINRA ID #10-05361 (Nashville, 3/21/14)). As is typically the case, the panel did not provide its reasoning for the Award. Unhappy with the result, Meyers filed a petition to vacate the Award, claiming that the panel manifestly disregarded the law. 

The Court begins its analysis by examining the parties' FINRA pleadings and the arbitration process. The Court notes that in their Statement of Claim and their pre-hearing brief, the Goodmans supported their claims, including their claims for attorneys' fees, pre- and post-judgment interest and punitive damages, with citations to the Tennessee Securities Act and other case law. In contrast, the Court notes, Meyers' Statement of Answer contained few legal citations, no citations to Tennessee law and no statutes of limitations defense. The Court also notes that, "remarkably," Meyers did not file a pre-hearing brief and did not call expert witnesses to counter the Goodmans' liability and damages experts.

Against this backdrop, the Court states that Meyers faces an extremely difficult task establishing that the Panel appreciated a controlling legal principle and consciously (i.e., manifestly) chose to disregard it. The Court determines that many of Meyers' arguments are, in reality, challenges to the sufficiency of the evidence presented to the arbitration panel and the manner in which the panel interpreted the evidence. The Court declines to second guess the panel's thought processes, concluding that there were legally plausible grounds on which the panel could have made its award and that Meyers has not demonstrated that the panel acknowledged a legally controlling principle and manifestly disregarded it. Rejecting Meyers' statute of limitations argument, the Court faults Meyers for not asserting the defense in its arbitration Answer or addressing it at any point in the arbitration proceedings beyond a passing comment during closing argument. The Court finds that the panel could not have manifestly disregarded case law, legal authorities and a construction of the facts relevant to the timeliness of the claims that was not presented to it during the course of the arbitration hearings.

The Court similarly rejects Meyers' challenges to the award of compensatory damages, pre-judgment interest and punitive damages, finding legally plausible bases for each component of the award and that Meyers has not established that the panel manifestly disregarded allegedly controlling precedent regarding damages, in large measure because Meyers had not argued most of the issues now being raised to the panel in the first place. The Court confirms the Award, but only after clarifying that prejudgment interest is to be calculated only on the compensatory damages. 

The Court highlights multiple 6th Circuit opinions addressing manifest disregard of the law, each of which demonstrate the increasingly narrowing scope of the manifest disregard doctrine. While several circuits have abolished the doctrine altogether in light of the Supreme Court's decision in Hall Street Assocs. v. Mattel, Inc., 552 U.S. 576, 588 (2008), the 6th Circuit has thus far elected not to weigh in on that issue.


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