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Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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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. 

Read more details about the transaction here.

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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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GovCon Blog: GSA's New Vision for FSS Contractors: No More Basis of Award Customer Monitoring in Exchange for Transactional Data

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March 13, 2015

According to GSA, the lack of transparency in prices paid on government contracts has led to significant price variations of up to 300% or more of purchases made by federal agencies and unnecessary duplication of contract vehicles. In an attempt to address this concern, the General Services Administration (GSA) has issued a proposed rule (RIN-3090-AJ51) to increase visibility on prices paid by government buyers through the implementation of a transactional data reporting clause added to GSAR 552.216.

The proposed rule would require vendors to report prices paid for products and services during the performance of the contract including under orders and blanket purchase agreements. The report would include 11 transactional data elements such as unit measures, quantity of item sold, prices paid per unit, and total price. Contractors would submit these reports electronically through a "user-friendly, online reporting system." The rule would apply to orders placed against Federal Supply Schedule (FSS) contracts and other GWAC and IDIQ contracts administered by GSA. The reporting requirement, however, would not apply to the U.S. Department of Veteran Affairs FSS contracts for pharmaceuticals, medical equipment, etc. The rule, once finalized, would go into effect immediately for GWACs and IDIQ contracts but conducted in phases for FSS contracts.

In exchange for the transactional data, the new clause would pare back the existing price reduction-related monitoring clause to reduce the resulting reporting burden on FSS contractors. Specifically, the proposed rule contemplates that contractors would no longer be subject to the basis of award tracking customer provision of the existing price reduction clause – GSA 552.238-75. However, FSS contractors would still be required to provide commercial sales practice disclosures and the other portions of the PRC clause would still apply.

GSA believes there are a multitude of benefits that will arise from the use of transactional data reporting including better pricing, administrative savings, increased opportunities for small business participation and standardization of practice. This rule also stems from a broader goal of improving government buying practices in general. In December, the White House Office of Federal Procurement Policy issued a memorandum identifying a "new vision" for federal purchasing by shifting from managing purchase and prices individually to managing entire categories of purchases across Government collaboratively. The collection of transactional reporting data would help facilitate this new idea of category management.

The GSA plans to hold a public meeting on the rule April 17 and public comments on the rule will remain open until May 4. Please contact us if you would be interested in drafting comments on the proposed rule.

Read more about government contracts on www.bassberrygovcon.com.


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