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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 Analyzes Application of Twombly in Retaliatory Discharge Case

Securities Litigation Commentator

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March 1, 2017

Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which the plaintiff claimed he was wrongfully terminated from employment at Morgan Stanley after the company discovered he reported alleged illegal activities to the FBI. Applying the standard established under Twombly, the Sixth Circuit affirmed the district court's dismissal of plaintiff's retaliatory discharge claims under the False Claims and Dodd-Frank Acts. 

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.

Verble vs. Morgan Stanley Smith Barney, LLC, No. 15-6397 (6th Cir., 1/13/17) 

*When considering a motion to dismiss, courts are not bound to accept as true legal conclusions couched as factual allegations.

**Under Twombly, where the pleaded facts do not allow the court to infer more than a mere possibility of misconduct, the complaint is deficient and subject to dismissal. 

Plaintiff appealed the district court's dismissal of his Sarbanes-Oxley Act, False Claims Act and Dodd-Frank Act retaliatory discharge claims (SLA 2015-48). He alleged Morgan Stanley wrongfully terminated him after discovering that he had reported the firm's allegedly illegal activities to the FBI and other regulatory entities. Conducting a de novo review, the Sixth Circuit affirms.

First, the Court agrees with the district court's finding that Plaintiff's conclusory allegations did not provide sufficient facts to support the False Claims Act claim, rejecting Plaintiff's argument that the district court abused its discretion by not granting him leave to amend when his counsel offered to submit additional facts under seal. Here, no additional papers were filed under seal, no leave to make such a filing or to amend was ever requested, and nothing in Plaintiff's opposition papers filed with the district court or in his brief on appeal asserted facts supporting his claim. A party, not the court, is responsible for initiating amendments, particularly when the party knows the sufficiency of his complaint is at issue.

Next, the Court affirms dismissal of the Dodd-Frank Act claims, but for reasons different than those on which the district court relied. It notes, as did the district court, the split of authority on whether an individual who reports violations internally, as opposed to one who reports directly to the SEC, qualifies as a whistleblower under Dodd-Frank. Rather than address that question, the Court finds that Plaintiff's claims fail to meet Twombly's fundamental plausibility standard. Indeed, the complaint contained only a conclusory allegation of cooperation with the SEC, but was without additional factual content that would allow the Court to draw reasonable inferences of defendant's liability. Courts are not bound to accept as true legal conclusions masquerading as factual allegations, and the few factual allegations asserted were insufficient to cross the threshold between possibility and plausibility. 

In his appellate brief, Plaintiff stated that he never asserted a Sarbanes-Oxley claim; accordingly, the Court does not address that cause of action.


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