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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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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


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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