Close X
Attorney Spotlight

What colorful method does Claire Miley use to keep up with the latest healthcare regulations as they relate to proposed transactions? Find out more>

Search

Close X

Experience

Search our Experience

Experience Spotlight

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.

CLARCOR
Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

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.

Read More >

Sixth Circuit Affirms Dismissal of Securities Actions, Holding that Statutes of Repose Cannot Be Tolled

Firm Publication

Publications

June 2, 2016

On May 19, 2016, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of two cases brought by investors in certain Morgan Keegan-affiliated investment funds stemming from losses incurred in the wake of the global credit crisis. Stein v. Regions Morgan Keegan Select High Income Fund, Inc., et al., Case No. 15-5903; Canale Funeral Directors, Inc. v. Regions Morgan Keegan Select High Income Fund, Inc., et al., Case No. 15-5905. In a case of first impression in the Sixth Circuit, the court ruled that the plaintiffs had waited too long to file suit and their claims were therefore barred by the three- and five-year statutes of repose under the Securities Act of 1933 and the Securities Exchange Act of 1934, respectively.

The plaintiffs filed their respective complaints on October 13, 2013, more than five years after the securities at issue were actually offered to the public. Therefore, unless the three- and five-year repose periods were somehow tolled, plaintiffs' claims were clearly time-barred. Plaintiffs attempted to argue that the class action tolling doctrine, as set forth in the United States Supreme Court's decision in American Pipe & Const. Co. v. Utah, 414 U.S. 538 (1974), tolled the repose period during the pendency of two class actions involving the same funds. Recognizing a circuit split over the issue of whether a securities plaintiff can rely on a pending class action to toll a repose period (as opposed to a limitations period), the Sixth Circuit ultimately endorsed the Second Circuit's holding in Police & Fire Ret. Sys. of City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95 (2d Cir. 2013), agreeing that tolling was incompatible with the concept of a statute of repose, and that the 1933 Act and 1934 Act "are indeed unequivocal in extinguishing liability" after a specified period of time. The court declined to follow the Tenth Circuit's holding in Joseph v. Wiles, 223 F.3d 1155 (10th Cir. 2000), which extended American Pipe to statutes of repose. This decision is significant because it highlights the circuit split on the issue of whether American Pipe tolling applies to the statute of repose.

Britt Latham and Joe Crace of Bass, Berry & Sims served as counsel to certain defendants in both cases and participated in the appeal.


Related Professionals

Related Services

Notice

Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.