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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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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 Provides Insight on Case Claiming Legal Malpractice Related to Broker-Dealer Securities Violations

Securities Litigation Commentator


June 13, 2016

Bass, Berry & Sims attorney Chris Lazarini provided insight on the case of Damian vs. Carey & Winston & Strawn LLP in which the court-appointed receiver of a broker-dealer that committed securities violations sued the broker-dealer's attorneys for alleged malpractice. The Court denied the motion.

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.

Damian vs. Carey & Winston & Strawn LLP, No. 15-c-4335 (N.D. Ill., 3/4/16) 

The mere fact that a broker-dealer commits securities violations as a result of its officers ignoring its attorneys' advice and failing to disclose to the attorneys that the advice was based on faulty assumptions does not preclude a claim for legal malpractice by the broker-dealer's receiver against the attorneys. 

In 2014, the Southern District of Florida granted summary judgment to the Commodity Futures Trading Commission in its fraud action against commodities brokerage Hunter Wise Commodities, LLC ("Hunter Wise"), and its principal officers ("Officers"), imposing a $55 million civil penalty jointly and severally against them. The Florida court appointed Plaintiff as Special Monitor and Corporate Manager for Hunter Wise, granting her full authority to sue others to preserve and increase the receivership estate.

Plaintiff sued Defendant attorneys, whom Hunter Wise retained to advise it regarding the impact of the then-pending Dodd-Frank Act on the company's business, alleging that they committed legal malpractice. Defendants moved to dismiss on collateral estoppel grounds, arguing that the Florida court found that the Officers ignored Defendants' Dodd-Frank warnings, knowing, but without disclosing to Defendants, that aspects of it were based on Defendants' faulty assumptions.

Examining the Florida court's opinion, the Court denies the motion. The malpractice claim, the Court explains, involves an examination of the adequacy of Defendants' representation of Hunter Wise, what Defendants were asked to do, what information Defendants were given, what Defendants might have done differently had they investigated more fully, and what Defendants allegedly neglected to do. Because the Florida court did not examine these issues, the Court finds that Defendants failed to demonstrate that the issues sought to be precluded are the same as the issues decided in the prior litigation. 

The Court telegraphs that it does not think much of the malpractice claims, suggesting that Plaintiff will face "a steep uphill battle" in convincing a fact finder that Defendants' acts or omissions proximately caused Hunter Wise to suffer damages, but noting that, at this stage, Plaintiff has stated a minimally plausible claim for legal malpractice.

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