Close X
Attorney Spotlight

What emerging trend in shareholder litigation does Britt Latham find most interesting in his practice today?    Find out more>


Close X


Search our Experience

Experience Spotlight

Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more

Envision Healthcare

Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

Chris Lazarini Comments on Court's Decision Allowing Successor Entity to Enforce Arbitration Agreement


March 4, 2015

Bass, Berry & Sims attorney Chris Lazarini analyzed the decision in Marjorie R. Brown Trust vs. Morgan Stanley Smith Barney, LLC in which the court affirms a legal successor to a party to an arbitration agreement is entitled to enforce the provisions of the arbitration agreement. Chris provided the analysis for Securities Litigation Commentator (SLC). 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 SLC, please visit the SLC website to sign up for the newsletter.

Marjorie R. Brown Trust vs. Morgan Stanley Smith Barney, LLC No. 317993 (Mich. App., 2/5/15)

A legal successor to a party to an arbitration agreement is entitled to enforce the provisions of the arbitration agreement.

In 1982, Plaintiff opened an account with the Smith Barney Shearson firm. The account was converted to a trust account in 1997 and a new advisor was assigned to it in 2004. Throughout this time, the account primarily held a single corporate stock. The investment objectives for the account are described as "conservative – safe appreciation of the account's value and safe maintenance of the modest income" being produced by the stock. In early 2007, the advisor recommended that Plaintiff sell her corporate stock and invest in a "capital fund." Subsequently, Plaintiff suffered large losses during the financial crisis.

In 2011, Plaintiff filed this state court action, alleging fraud and breach of fiduciary duty. Defendants moved for summary disposition, relying on the arbitration agreement found in the original 1982 account agreement and a one-page printout from FINRA's website showing broker-dealers affiliated with the name Smith Barney. The trial court granted the motion, and Plaintiff appealed. The appellate Court found the record inconclusive and remanded the matter with instructions to further develop the record demonstrating the successor relationship (see SLA 2013-11). Defendants then provided the trial court with an affidavit that "exhaustively detailed defendants' corporate history, which eventually leads back to Smith Barney Shearson." Based on this, the trial court granted Defendants' motion for the second time. Plaintiff appealed again.

In the second appeal, Plaintiffs sole argument against arbitration was based on a dictionary definition of "successor corporation" that characterized a legal successor to a formerly existing corporation as the "immediate successor" Thus, Plaintiff argued, Defendants were not valid successors to Smith Barney Shearson and, therefore, could not rely on the arbitration agreement. The Court finds Plaintiff's dictionary-based argument illogical and without legal support. It is a fundamental principle of corporate law that the rights and obligations of corporate entities can be passed on to successor entities through mergers and other changes to the corporate form. In the absence of any other argument against arbitration, the Court also finds that the arbitration agreement is valid and affirms the trial court's dismissal

(Had Defendants taken any of the multiple opportunities presented them to update the account paperwork, they might have avoided the time and expense of spending four years in the judicial system with two trips to the court of appeals to resolve the forum issue.)

Related Professionals

Related Services


Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.