Close X
Attorney Spotlight

What colorful method does Claire Miley use to keep up with the latest healthcare regulations as they relate to proposed transactions? Find out more>

Search

Close X

Experience

Search our Experience

Experience Spotlight

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.

CLARCOR
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

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.

Read More >

Labor Talk Blog: Tennessee Supreme Court Clarifies Reporting Standard under TPPA

Publications

April 7, 2015

The Tennessee Supreme Court recently clarified an important aspect of the Tennessee Public Protection Act ("TPPA") for purported whistleblowers and employers confronted with claims of illegal activity. In a case of first impression for the Tennessee Supreme Court,[1] the Court addressed a split among the court of appeals panels regarding the reporting requirement for a whistleblower claim under the TPPA. The plaintiff in the case, relying upon one strain of case law, asserted an employee could satisfy the reporting requirement without reporting the asserted illegal behavior to anyone besides the offender if the offender were a manager, owner or highest ranking officer in the company. To fail to provide protections to employees who report to offending managers risks encouraging managers to assert they were involved in illegal activity and would deprive some employers of the opportunity to self-correct, the employee argued.

In contrast, the defendant looked to other precedent that required an employee to report illegal activity to someone other than the offending party to comply with the statute's purpose, which is to advance the public interest. The defendant argued that reporting concerning conduct only to those engaged in such conduct furthers only a private interest and is insufficient to meet the standard set forth in the statute.

After a review of the court of appeals opinions and case law from other jurisdictions, the Court sided with the defendant, holding that, to successfully state a claim under the TPPA, a plaintiff must report asserted illegal activity to an entity other than the offending party even if meeting this standard would require reporting the activity to outside parties. The public policy underlying the TPPA requires employees to seek to further the public good by exposing illegal or unsafe practices. Reporting illegal activity only to the wrongdoer does not expose the act to the light of day and, thus, does not rise to the standard of whistleblowing. By limiting the exception to those situations in which an employee has exposed an employer's wrongful practices in furtherance of the public interest, the Court stated its holding aligned with the need to maintain the narrowness of the exception to Tennessee's employment-at-will doctrine created by the TPPA.

Takeaways:

  • While the Court's decision provides employers with clarification of the reporting standard under the TPPA and with grounds for challenging some claims brought by employees under the TPPA, the holding also may encourage employees to go outside the employer's organization to report concerns to ensure they have met the whistleblower requirements, especially if they are being advised by counsel.
  • To encourage employees to provide your business an opportunity to self-correct, make internal reporting procedures clear and easy to follow. Be certain employees know how to bypass supervisors who may be viewed as wrongdoers and to whom they may report if they believe wrongdoing is being committed by high-ranking company representatives.

For more labor and employment information, visit www.BassBerryLaborTalk.com.


[1] Haynes v. Formac Stables, Inc., 2015 WL 1408917 (Tenn. Mar. 27, 2015).


Related Professionals

Related Services

Notice

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.