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In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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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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Jay Knight Authors Article Outlining Two SEC Rules Requiring Public Company Attention for 2017

Chief Executive

Publications

November 11, 2016

In an article published by Chief Executive, Bass, Berry & Sims attorney Jay Knight provides insight on two SEC rules that should be on the radar for every public company director heading into 2017. In the article, Jay outlines the final rule regarding CEO pay ratio, which requires public companies to disclose the ratio of the compensation of its CEO to the median compensation of its employees, and the SEC's proposed changes to proxy rules to mandate the use of universal proxy cards in contested elections at annual meetings. As Jay points out, "[t]his new rule should be on the board's radar screen because it would introduce for the first time a practical way for shareholders to split their votes for the combination of management nominees and dissident nominees of their choice (mix-and-match). As a result, a universal proxy card voting system could be significant enough to affect election outcomes in some proxy contests."

The full article, "Two New SEC Rules that Should Be on the Board's Radar," was published by Chief Executive on November 9, 2016.


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