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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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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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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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