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Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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Regulation A+

It seems that lately there has been a noticeable uptick in Regulation A+ activity, including several recent Reg A+ securities offerings where the stock now successfully trades on national exchanges. In light of this activity, we have published a set of FAQs about Regulation A+ securities offerings to help companies better understand this "mini-IPO" offering process, as well as pros and cons compared to a traditional underwritten IPO.

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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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