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Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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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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Chris Lazarini Examines Genuine Issue of Material Fact Standard

Securities Litigation Commentator

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December 19, 2016

Bass, Berry & Sims attorney Chris Lazarini continues to examine an ongoing case questioning the validity of an arbitration agreement. Read Chris' earlier analysis here. In this most recent installment challenging the arbitration request, the court found no genuine issue of material fact and dismissed the case.

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.

MetLife Securities, Inc. vs. Holt, No. 2:16-CV-32 (E.D. Tenn., 11/14/16) 

*The burden of showing that the validity of an arbitration agreement is in issue rests with the party opposing arbitration, and a trial is necessary only if the non-moving party can establish a genuine issue of material fact regarding the arbitration agreement's validity.

**A genuine issue of material fact exists only if a reasonable finder of fact could conclude that no valid agreement to arbitrate exists. 

Respondent Holt opened four IRA accounts with MetLife. She signed one of the account applications and, at the direction of her MetLife representative (allegedly her son-in-law), her daughter signed the others. Ms. Holt's MetLife representative later allegedly misappropriated her funds, and Ms. Holt sued. We previously reported on two preliminary matters – the denial of Ms. Holt's Rule 59(e) motion to alter or amend the Court's order compelling arbitration of claims relating to the account for which Ms. Holt signed the application (SLA 2016-40) and the denial of Ms. Holt's late-filed request for a jury trial on the arbitrability of her other claims (SLA 2016-43). 

In this installment, the Court, after conducting an evidentiary hearing on the circumstances surrounding the signing of the account documents, grants MetLife's petition to compel arbitration of the remaining claims. The Court has no trouble concluding that Ms. Holt's daughter acted as her authorized agent in signing MetLife documents on her behalf, based on their testimony. No genuine issue of material fact existed because Ms. Holt's daughter could not recall the specific documents she signed and was non-committal when asked if the signatures on the documents were her own. Because the FAA obligates courts to resolve any doubts regarding arbitration in favor of arbitration, the Court concludes that merely creating "some doubt" about the signatures creates no genuine issue of material fact.

For the same reason, the Court rejects Ms. Holt's argument that her daughter's signatures were forged, where the best, but insufficient, evidence of an alleged forgery was an expert’s statement that the signatures "might conceivably be 'a cut and paste.'" Having found no genuine issue of material fact, the Court grants MetLife's petition and elects to dismiss the case rather than stay it.


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