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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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Labor Talk Blog: VW Aftermath – Factors Still Favor Non-Union South


February 21, 2014

Much speculation abounds regarding why workers at the Volkswagen (VW) plant in Chattanooga rejected the United Auto Workers' (UAW) in a recent vote. Factors appeared to be aligning in favor of the UAW, such as

  • Statements of support for the union from VW representatives in Germany.
  • Access to the plant for union organizers.
  • Promise of a "works council" type approach to unionization.

However, the union still lost the vote. Why? Many have speculated as to the reasons, and here is a Southern-born-and-bred management lawyers' perspective on some of the theories:

  • "Bless our hearts, we don't really know what is good for us." Okay, no one has actually used those words in quite that way. But there appears much angst elsewhere that these workers were duped by the evil forces of management or by mean-spirited, conservative, anti-union politicians.

The consternation is as though the workers could not decide for themselves.

  • "You know, they're just backward down there." Again, no one has used those words, but to some, the vote fits a narrative about southern people in general and about southern workers in particular.

Okay, so perhaps I'm too sensitive.

But when you listen to the workers themselves, they seem to get it. You hear the following:

  • Why do we want to be like Detroit? Fair question. Is the premise valid? Perhaps not, but many workers apparently failed to see a distinction sufficient to justify the risk
  • If we already have a cooperative workplace environment with good wages and benefits, why do we need to add a third party to the relationship, especially one that uses dues
    • To sow discord within an adversarial system?
    • To support political candidates we don’t support?
    • To defend more marginal employees who want to avoid being held accountable
  • Unions had a place once, but their success in legislative initiatives has given workers significant rights; I'm not sure the dues are worth it any more, especially given how much the union bosses make too.
  • Why risk the potential for strikes and/or violence as negotiation tools? As an aside, just this week, federal prosecutors in Philadelphia charged 10 ironworkers with charges of racketeering and arson, accusing them of creating "good squads" to strong arm employers to hire union workers. See here the Employment Law 360 article.

Generalizations are difficult, as the contemplations, motivations and desires of workers are as myriad as the human condition. However, in my view, Southern workers in particular.

  • Remain strongly independent in their thinking and very relational in their attitude; they are not interested in "hiring" (with union dues) one whose thinking is "one-size-fits-all" and whose weapons are generally limited to confrontation and adversity.
  • Consider job security paramount (as do most workers), and they can see, even in the face of sales pitches, that the only real job security anywhere is satisfied customers.
  • Can see, in that same vein, that actions which advance a culture of teamwork – that holds both management and workers accountable together as a team – is the best means to serve the quality of their work and to serve the customer.

I am not saying that unions will not be successful in the South. Time will tell. However, to be successful, the union needs

  • A more pointed message of how the union serves the goals of quality and efficiency – the factors that directly impact satisfied customers – the only real job security any of us has.
  • A more pointed target where such teamwork is lacking.

That teamwork clearly was not lacking at Chattanooga's VW plant, and for that, all the workers – management and hourly – should be proud, regardless of how they voted.

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