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Attorney Spotlight

After finishing her first year as an associate at Bass, Berry & Sims, find out what advice Margaret Dodson offers to new attorneys. Read more>

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Experience Spotlight

On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Thought Leadership

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Blueprint for an IPO

Companies go public to raise capital to fuel growth, pay down debt and provide liquidity to shareholders. Although all issuers and offerings are different, the basic process of going public remains relatively constant. Blueprint for an IPO identifies the key players, details the process and identifies the obligations companies will face after going public.

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Updated: FAQ on New SEC Rules on Exhibit Hyperlinks

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With the September 1, 2017, deadline fast approaching for complying with the SEC's new rules on exhibit hyperlinks, we have updated our March blog post with the frequently asked question below.

How does one link to an exhibit in a 30-year old registration statement that was filed as one gigantic ASCII file? The only available "link" would be to the whole file.

Based on recent informal Staff discussions relating to this question, we were instructed that the filer should hyperlink to the ASCII filing containing the exhibit and clearly identify the hyperlinked exhibit from the ASCII filing. By way of example, the hyperlink description could look something like this:

3.1 Articles of Incorporation (see exhibit 3.1 to Form S-1 Registration Statement filed with the SEC on XX XX, XXX)

Alternatively, the registrant could voluntarily choose to re-file the old exhibit with the present filing.

Securities Law Exchange BlogTo continue reading this article on the firm's Securities Law Exchange blog, please click here to read other FAQs on the new rules about exhibit hyperlinks.

Bass, Berry & Sims' Securities Law Exchange blog features commentary and practical insight on SEC updates for publicly traded companies.


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