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After finishing her first year as an associate at Bass, Berry & Sims, find out what advice Margaret Dodson offers to new attorneys. Read more>

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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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Blueprint for an IPO

Companies go public to raise capital to fuel growth, pay down debt and provide liquidity to shareholders. Although all issuers and offerings are different, the basic process of going public remains relatively constant. Blueprint for an IPO identifies the key players, details the process and identifies the obligations companies will face after going public.

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Health-Related Transactions with Cuba Authorized

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October 26, 2016

On October 17, 2016, the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) amended U.S. sanctions against Cuba to authorize certain transactions relating to Cuban pharmaceuticals and joint medical research. These changes should further normalize relations with Cuba. 

Opportunities. The changes also present opportunities for the U.S. health industry, as U.S. entities and individuals may now engage in the following:

  • Certain commercial and non-commercial medical research projects involving Cuban nationals. 
  • Transactions incident to obtaining FDA approval for Cuban-origin pharmaceuticals, including discovery and development, pre-clinical and clinical research, regulatory review, approval, licensing, and post-market activities.
  • Imports of Cuban-origin pharmaceuticals into the United States. 
  • Marketing, sale and distribution in the United States of FDA-approved Cuban-origin pharmaceuticals. 

In addition, even if a transaction is not authorized under the new amendments, it may be possible to obtain a specific license from OFAC to import Cuban-origin commodities for bona-fide research purposes. 

Restrictions. Some important limitations remain. For example, a separate authorization from the U.S. Commerce Department may be needed to ship U.S.-origin goods to Cuba. And in many cases, U.S. companies still may not establish a business or physical presence in Cuba or hire Cuban nationals.

Conclusion. There are still significant challenges when pursuing business in and with Cuba. Any potential Cuba business should be reviewed on a case by case basis. While there are certainly opportunities, it is important to proceed with care.


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