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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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Thought Leadership

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FCPA: 2016 Year in Review & 2017 Enforcement Predictions

A review of trends and developments in FCPA as well as a look ahead into what to expect for 2017. This report aims at providing corporate leaders and companies with the knowledge they need to comply with the FCPA and avoid litigation in 2017.

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Dale Grimes Authors Article on Antitrust Focus in Healthcare Consolidations

Becker's Hospital Review

Publications

June 20, 2016

Bass, Berry & Sims attorney Dale Grimes authored an article for Becker's Hospital Review outlining the antitrust concerns that can accompany healthcare consolidations. As Dale points out in the article, "[w]hether by merger or acquisition, joint venture, clinical integration, or some other form of alignment, consolidating or affiliating with other provider organizations carries the risk of an antitrust investigation and challenge by federal or state enforcers, and often both." According to research cited in the article, nearly "half of the FTC's enforcement actions were in the healthcare sector from 2011 to 2015, with 24% in 'Health Care–General,' and 26% in 'Health Care–Pharmaceuticals & Medical Devices.'"

Dale also discusses several recent antitrust cases and outlines some lessons learned from these , such as:

  1. The FTC as well as state enforcers are indeed watching. 
  2. The number of physicians joining together in a group merger is not a determining factor. 
  3. Planning a merger for the sole purpose of increasing bargaining power is unwise and dangerous.
  4. Bad documents can sink a merger.

The full article, "Under the Microscope, Antitrust Enforcers Focus on Healthcare Consolidations," was published by Becker's Hospital Review on June 20, 2016, and is available online.


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