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 >

Proxy Season and Form 10-K Filings: A Look Back at 2015 and What to Expect in 2016

Publications

December 21, 2015

This overview summarizes new disclosure requirements and other developments that will generally be applicable to SEC reporting companies in connection with their upcoming proxy statement and Form 10-K filings, including those with respect to the executive compensation and corporate governance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Here are the highlights:

SEC New Disclosure Requirements, Proposed Rules and Recent Developments

  • Long anticipated CEO pay ratio disclosure rule
  • Proposed anti-hedging and anti-pledging disclosure for employees/directors 
  • Proposed additional pay-for-performance table- value to compensation presentation 
  • Proposed new incentive compensation clawback policies under certain accounting restatements 

2016 Season ISS and Glass Lewis Updates

ISS

  • Reduction of acceptable number of board positions for non-CEO directors
  • Continual "against" recommendation for the election of existing directors of existing public companies in unilateral bylaw/charter amendments

Glass Lewis

  • New guidance for overboarding
  • Contextual evaluation of certain exclusive forum provisions
  • New scrutiny of chair of nominating committee for regular board assessment and refreshment in context of company "poor performance"
  • Explicit voting guidelines "against" directors for failures in environmental and social risk oversight
  • New examination structure for evaluating conflicting management and shareholder proposals

Public Company Accounting Oversight Board (PCAOB)

  • Preparations for increased audit scrutiny in response to the full effect of Auditing Standard No. 18, Related Parties

To read more about these developments and expectations for the upcoming proxy season, download the complete alert.


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.