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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.

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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.

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Chris Lazarini Comments on Standing to Bring Claims and Federal Jurisdictional Issues

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December 9, 2015

Bass, Berry & Sims attorney Chris Lazarini provided comment on a case in which the Plaintiff sued his father's brokerage firm for alleged violations of the Securities Exchange Act of 1934 and the RICO Act. The court dismissed the claim for several reasons, including Plaintiff's lack of standing – since Plaintiff was a future beneficiary of the trust, Plaintiff did not suffer any injury as yet and therefore was ineligible to file suit – and Plaintiff's failure to meet either the federal question or diversity jurisdiction thresholds. 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.

Powell vs. First Allied Securities, Inc., No. 14-13589 (E.D. Mich., 9/28/15) 

*To have standing, a plaintiff must have suffered an actual or imminent injury in fact.
**Merely citing to a federal statute, without factual support, cannot create federal question jurisdiction.
***The amount claimed by a plaintiff usually determines the amount in controversy for diversity jurisdiction, but where it appears to a legal certainty that the claim is really for less than the jurisdictional amount, a diversity claim should be dismissed. 

Seeking to gain control over a portion of his father's trust, pro se Plaintiff sued First Allied, alleging violations of the '34 Act and RICO statute. The Court dismisses the complaint on multiple grounds. First, it finds, as a "future beneficiary" of the trust, Plaintiff has no present possessory interest in the trust assets, has not suffered an injury in fact, and, therefore, lacks standing to bring the claims.

Second, even if standing exists, the Court finds jurisdiction lacking. Federal question jurisdiction does not exist, because Plaintiff failed to allege facts suggesting that First Allied committed securities fraud or violated the RICO statute. The Court also concludes that diversity jurisdiction does not exist, finding the amount in controversy to be less than the $75,000 threshold, after excluding Plaintiff's punitive damage claim (as it deems this case to be a simple contract claim in which punitive damages are not available). Finally, the Court notes that Plaintiff's mother is an indispensable party, whose addition to the case would destroy diversity jurisdiction, even if the amount in controversy threshold were established.


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