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Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more


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Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

New Bill May Require Companies to Address Directors' Cybersecurity Expertise

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January 6, 2016

To date, publicly traded companies have not been required to nominate directors who are cybersecurity experts, though Commissioner Luis A. Aguilar of the Securities and Exchange Commission (SEC) has recommended strongly that companies at least consider nominating some directors with technological expertise or knowledge.1 Legislation recently introduced by Senators Jack Reed (D-RI) and Susan Collins (R-ME) aims to embrace Commissioner Aguilar's suggestion. The Cybersecurity Disclosure Act of 2015 (S.2410) would require the SEC to issue rules requiring public companies to disclose in their annual reports or proxy statements whether any members of a company's board of directors have any expertise or experience in cybersecurity and, if none, to describe what other steps have been taken to address cybersecurity when evaluating potential nominees.

This proposed legislation does not require companies to nominate directors with cybersecurity expertise or experience; however, it opens the door to potential shareholder scrutiny if companies decline to nominate such directors. Though it is uncertain whether this bill will pass, its introduction continues the growing trend of increased regulatory and legislative scrutiny regarding cybersecurity and how companies address cyber threats.

Bass, Berry & Sims will continue to monitor and provide updates as we track cybersecurity legislation. If you have questions regarding the potential effects of this legislation or any other cybersecurity concerns relating to your organization, please contact an attorney on our Data Security & Privacy Team.


1Luis A. Aguilar, Commissioner, SEC, "Cyber Risks and the Boardroom" Conference at the New York Stock Exchange (June 10, 2014) ("I commend the boards that are proactively addressing these new risks of the 21st Century. However, while enhancing board knowledge and board involvement is a good business practice, it is not necessarily a panacea to comprehensive cybersecurity oversight."), available at http://www.sec.gov/News/Speech/Detail/Speech/1370542057946


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