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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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Britt Latham Co-authors Article on Future of Disclosure-Only Settlements in M&A Class Actions

The New York Law Journal

Publications

May 24, 2016

Bass, Berry & Sims attorney Britt Latham co-authored an article for The New York Law Journal discussing the future of "disclosure-only" settlements in M&A class actions following the Delaware Court of Chancery's rejection of several such settlements in 2015. Britt co-authored the article with James P. Smith III, a partner and chair of the securities litigation practice at Winston & Strawn.

As discussed in the article, the question going forward is whether these developments in Delaware will divert to other states the routine rush of litigation that typically follows a public company merger announcement. "Disclosure-only settlements have become 'the most common method for quickly resolving stockholder lawsuits that are filed routinely in response to the announcement of virtually every transaction involving the acquisition of a public corporation,'" the authors explain, citing the opinion in Trulia, Inc. Stockholder Litigation. These disclosure settlements are sometimes referred to as a "deal tax" – an inevitable annuity paid to plaintiffs' lawyers – that has simply become part of the "cost of doing business" in getting a public deal to closing. These settlements also provide "deal insurance," since settling on the basis of additional pre-vote proxy disclosures (1) provides deal certainty by avoiding the risk of an injunction of the shareholder vote on the proposed merger and (2) eliminates the small risk of future post-closing damages litigation. Thus, they have some benefit for both plaintiffs and defendants. Delaware has begun rejecting these settlements, and because it is the country's leading forum for merger objection litigation, companies should watch closely as other states may follow Delaware's precedent.

The full article, "The Future of Disclosure-Only Settlements," was published by The New York Law Journal on May 23, 2016, and is available online or the PDF below.

Download Document - The Future of Disclosure-Only Settlements (May 23, 2016)

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