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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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Bob Cooper Authors Article Outlining Difficulties of Legal Action Against Nonprofits

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July 23, 2015

Bass, Berry & Sims attorney Bob Cooper authored an opinion piece in The Chronicle of Philanthropy discussing the challenges facing state regulators in policing charity fraud. The article uses the case filed against Cancer Fund of America and three related charities in May 2015 as an example. The cancer-charity fraud case is unique in that all 50 states and the Federal Trade Commission have joined together in a lawsuit for the first time. As former attorney general of Tennessee, a position he held from 2006-2014, Bob offers his perspective as to the significance of this milestone case. As reported in the article, "[s]tate attorneys general frequently collaborate on enforcing consumer protection, false claims, and antitrust laws ... but in the nonprofit area, while many states have strong individual traditions of enforcement, broad collective action has been absent, at least until now."

In the article, Bob describes three long-standing obstacles to state enforcement action against nonprofit entities:

  1. Diffusion of nonprofit enforcement authority within the states.
  2. Financial challenges in funding enforcement.
  3. Difficulty in proving fraudulent solicitation.

The full article, "Why Taking Legal Action Against Charity Fraud Is So Hard," was published by The Chronicle of Philanthropy on July 23, 2015 and is available online.


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