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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 Discusses Employment Discrimination Claims Against Financial Services Firm

Securities Litigation Commentator

Publications

May 5, 2016

Bass, Berry & Sims attorney Chris Lazarini discussed the case Allstate Insurance Co. & Allstate Financial Services, LLC vs. Zeefe, in which Allstate sued former independent contractors for breach of contract and related claims. The defendants then asserted multiple counterclaims, alleging violations of state and federal wrongful discharge laws under the Sarbanes-Oxley Act and Dodd-Frank Acts, among others. The court dismissed all claims against Allstate.

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.

Allstate Insurance Co. & Allstate Financial Services, LLC vs. Zeefe, No. 5:15-159 (E.D. Ky., 3/17/16) 

*The time period for bringing discrimination and wrongful discharge claims under Title VII and the Sarbanes-Oxley Act is 180 days after the alleged wrongful act.
**To state a
prima facie retaliation claim under Dodd-Frank, a plaintiff must show that he was engaged in a protected activity, the employer's knowledge of the protected activity, an unfavorable employment action, and the protected activity was a contributing factor in the unfavorable action.
***Under Kentucky law, statements made in pleadings and to regulatory authorities are absolutely privileged. 

Defendants are former independent contractor agents of Allstate. Following their termination, Allstate sued, alleging breach of contract, misappropriation of trade secrets, and tortious interference with client relationships. Defendants asserted multiple counterclaims. First, Defendants alleged violations of state and federal wrongful discharge and retaliation laws, stemming from Mr. Zeefe's filing of a disability claim with an Allstate subsidiary that, Defendants claimed, led to the termination of his agency relationship with that subsidiary. Second, Defendants alleged religious discrimination, claiming that Allstate prohibited them from closing their offices on Jewish holy days. Third, Defendants alleged wrongful retaliation under the Sarbanes-Oxley and Dodd-Frank Acts, tied to an illegal activity report that Mr. Zeefe made to the state of Kentucky against another Allstate agent. Finally, Defendants alleged libel, pointing to Allstate's filings with the Court and its reports to FINRA and the Kentucky and Ohio Departments of Insurance.

On Allstate's 12(b)(6) motion, the Court dismisses the counterclaims. First, from the face of the counterclaims, the Court fixes the date of Mr. Zeefe's termination – August 8, 2014 – as the last possible date the claims could have accrued. The counterclaims were not filed until "well after" 180 days had passed, and the Court finds Defendants' Title VII, Sarbanes-Oxley, and state law discrimination and retaliation claims barred by the statutes of limitations, the longest of which lapsed 180 days after the alleged wrongful act. Second, turning to the Dodd-Frank claims, the Court notes that the Ninth Circuit has not weighed in on the split among the circuits as to whether Defendants lack standing to bring such claims, since they have not first reported the violation to the SEC, and declines to opine on the question. Instead, it rules, Defendants have failed to state a prima facie Dodd-Frank claim, because the adverse action – the termination of Mr. Zeefe’s agency relationship – occurred before the alleged whistleblowing report to the state of Kentucky. Finally, the Court finds Allstate's statements in pleadings and to regulatory authorities to be absolutely privileged and made in good faith.


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