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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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GovCon Blog: This Just In: Teaming Agreements are Still Unenforceable in Virginia

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January 20, 2016

In A-T Solutions Inc. (A-T) v. R3 Strategic Support Group Inc. (R3), a Virginia federal judge denied a preliminary injunction to prevent a contractor and former teaming partner from bidding on a bomb-disposal contract.

A-T and R3 entered into a teaming agreement to bid on a $50 million bomb-disposal contract in May 2015. The Government canceled the solicitation in July1. After it was reissued in December 2015, R3 notified A-T it no longer wanted to team for the acquisition. A-T subsequently accused R3 of treating the teaming agreement as void, including the provision to keep A-T's proprietary information confidential. A-T filed suit in the U.S. District Court for the Eastern District of Virginia, filing a motion for preliminary injunction and specific performance to stop R3 from bidding on the contract and to specifically perform under the teaming agreement.

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To continue reading the content in this article on the firm's Government Contracts blog, please click here to view the post.

Bass, Berry & Sims' Government Contracts blog features news, commentary and insight on the demanding and ever-changing regulatory environment of contracting with federal, state and local governments, and international trade issues when conducting a global business.


 


1 The teaming agreement contained a termination provision that automatically terminated the agreement upon the government's announcement of the Program's cancellation. Upon the July cancellation, the agency expressly stated that the solicitation would be reissued. An argument could have been made that the Program was not canceled due to the known reissuance and that it was not an effective termination of the teaming agreement. While it likely would not have affected the outcome of this particular case, it would have been an argument to raise by A-T as part of the request for preliminary injunction.


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