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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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William Lay Authors Article on Preferred Stock Redemption Restrictions

Transactions: The Tennessee Journal of Business Law

Publications

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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