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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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District Court Issues Opinion on Supreme Court Holding in Halliburton

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August 28, 2015

On July 27, 2015, the U.S. District Court for the Northern District of Texas issued its opinion on remand of Halliburton, Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (Halliburton II), providing a glimpse into how the U.S. Supreme Court's holding in this case will be applied by district courts going forward. Erica P. John Fund, Inc. v. Halliburton Co., No. 3:02-CV-1152-M, slip op. at 1 (N.D. Tex. July 25, 2015). As discussed in our June 2014 alert, in Halliburton II the Supreme Court held that a defendant in a securities fraud class action can introduce evidence of a lack of price impact at the class certification stage to rebut the "fraud on the market" presumption of reliance.

The opinion by U.S. District Judge Barbara Lynn showed that the Supreme Court's holding in Halliburton II may have teeth going forward. Judge Lynn thoroughly applied the Supreme Court's holding in Halliburton II, carefully analyzing the economic arguments proposed by the defendants in her 53-page opinion. Judge Lynn spent the majority of her opinion comparing the methodologies and findings of the economists hired by Halliburton and the Erica P. John Fund, suggesting that the class certification stage of proceedings may become a "battle of the experts" going forward. While Judge Lynn was convinced by Halliburton's experts that five of the purported corrective disclosures at issue did not have a statistically significant impact on Halliburton's share price, she found that Defendants had not met their burden of showing that disclosure of a $30 million jury verdict against a subsidiary did not impact Halliburton's share price (which had plunged 40 percent), justifying certification with regard to that single disclosure. The opinion is significant because it demonstrates that, depending on the right set of underlying facts, Halliburton II can be used by securities class action defendants to ward off, or at least narrow, class certification, provided they are willing to spend the time and money to hire economics experts and conduct price impact studies.

Judge Lynn also dedicated a substantial portion of her opinion to the issue of burden-shifting. Judge Lynn joined other district court judges in holding that defendants bear the burden of proving that alleged corrective disclosures did not affect the company's share price. Judge Lynn also rejected Halliburton's argument that investors must prove at the class certification that supposed corrective disclosures were, in fact, corrective of alleged misrepresentations, referring to this argument as "a veiled attempt to assert the 'truth on the market' defense," which the Court found was not properly an issue at this stage of the litigation.


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