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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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William Lay Authors Article on Preferred Stock Redemption Restrictions

Transactions: The Tennessee Journal of Business Law


June 22, 2017

Bass, Berry & Sims attorney William Lay authored an article for Transactions: The Tennessee Journal of Business Law outlining statutory and common law restrictions imposed on preferred stock redemption rights and recent decisions by the Delaware Chancery Court pertaining to restrictions concerning redemption provisions. The article covers the following three topics:

  • Part 1 introduces and describes redemption restrictions imposed by DGCL § 160 and Delaware common law.
  • Part 2 analyzes the methodology used by the Delaware Chancery Court in interpreting and construing redemption restrictions and provisions citing three recent cases.
  • Part 3 offers recommendation that issuers implement to avoid problems associated with redemption restrictions.

The full article, "Preferred Stock Redemptions: Limiting Liability Under DGCL § 160," was published in Transactions: The Tennessee Journal of Business Law in the Spring 2017 issue and is available online. Transactions: The Tennessee Journal of Business Law is a publication of the University of Tennessee College of Law.

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