Bass, Berry & Sims | Securities and Corporate

Services Attorneys	Securities and Corporate Bass, Berry & Sims was recognized as a "standout" securities litigation firm in the United States by BTI Litigation Outlook for 2011, based on a survey, including one-on-one interviews, of more than 300 Fortune 1000 General Counsel, in-house litigation counsel, and litigation practice leaders at AmLaw 200 law firms. Bass, Berry & Sims was one of only 14 securities litigation firms recognized nation-wide – and the only midsize firm named alongside larger national and global firms. The fact that we were the only firm of our size so honored is especially significant at a time when corporate clients are focused on excellent work product delivered in the most cost-effective way. Bass, Berry & Sims has 20 attorneys who concentrate primarily in Securities and Corporate Litigation. Our firm currently represents over 35 publicly held companies and has successfully defended clients in dozens of complex securities class actions and in merger-related litigation. In the past five years alone, Bass, Berry & Sims has represented clients in over 25 securities-related or corporate governance matters arising under federal and state securities laws, including more than 25 class actions. We currently serve as lead defense counsel in over 30 actions involving sub-prime related investments and have defended clients in litigation involving merger and leveraged buy-out transactions totaling over $75 billion. The representation of our clients is multi-jurisdictional, including, among others, state and federal district and appellate courts throughout the Southeastern United States, the Delaware Court of Chancery and the United States District Court for the Southern District of New York. We also routinely defend clients in securities-related arbitrations, as well as other forms of alternative dispute resolution, throughout the United States. While we take great pride in our record of favorably resolving cases in their earliest stages through dispositive motions or favorable settlements, we are just as effective in trying cases. We take cases as far as they need to go in order to achieve our clients’ goals and ensure that their best interests are served. For example, we prevailed as lead trial counsel in a multi-week, nationally publicized trial on behalf of Genesco Inc in one of the first credit crisis-related trials in the country. In that case, involving a failed $1.6 billion merger, we obtained an order of specific performance and, following trial, a $215 million settlement. Our team has distinguished itself in every significant type of securities and corporate litigation, including: Securities fraud class actions Derivative litigation Merger-related litigation SEC enforcement proceedings Securities-related investigations Corporate governance Securities-related arbitration Securities Fraud Litigation and Investigations The last few years have seen unprecedented securities lawsuits and investigations – unprecedented in severity as well as volume. Bass, Berry & Sims proudly joins battle with our clients in multiple industries – as zealous advocates and your committed partners. Among these clients, our firm represents both publicly and privately held national and international companies and their officers, directors, issuers, underwriters, special committees, financial and investment advisers, accounting firms, law firms, and venture capital firms. Representative matters include: As lead counsel, we represent Morgan Keegan & Co., Inc., and related individuals and entities in federal securities, ERISA, and derivative multi-district litigation stemming from investment fund company losses in the wake of the global credit crisis. Lead counsel for a bank and related individuals in a shareholder class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10(b)-5. We obtained dismissals for national accounting firms from securities class action lawsuits brought in various jurisdictions throughout the United States. We represented independent directors of Merrill Lynch & Co., Inc. in securities litigation in the United States District Court for the Southern District of New York and the United States Court of Appeals for the Second Circuit. We also represented independent Merrill Lynch directors in securities litigation in the United States District Court for the Middle District of Florida. << top Transaction-related Litigation Our Securities and Corporate Litigation team works seamlessly with the Bass, Berry & Sims Corporate and Securities Department, sharing resources firm-wide in order to provide full service to a blue-chip list of public companies. These clients consistently rely on Bass, Berry & Sims and its litigators in a variety of transaction-related matters, including: Corporate mergers Acquisitions Tender offers Hostile takeovers Proxy fights Shareholders actions Representative matters include: Lead counsel for King Pharmaceuticals, Inc. and its board of directors in shareholder class actions relating to $3.6 billion buyout of King by Pfizer, Inc. Co-counsel to global healthcare company Sanofi-Aventis S.A. in shareholder class actions relating to its $1.9 billion purchase of the leading over-the-counter pharmaceutical company, Chattem, Inc. Lead counsel for Renal Care Group, Inc., alleging members of Renal Care’s Board of Directors breached their fiduciary duties in connection with the planned sale of Renal Care to Fresenius. Awarded bench trial verdict of specific performance for Genesco Inc. related to failed $1.6 billion merger. Represented a private investment firm and its managing partner in action to enforce $70 million merger agreement with credit card processing company under which the private investment firm was to fund the proposed merger consideration. Lead counsel for a veterinary services company and its board of directors in a breach of fiduciary duty class action relating to a $41.25 million public company merger transaction. Represented HCA, Inc. in the successful resolution of a shareholder class action over the Company’s $33 billion “going private” transaction. Successfully defended Dollar General Corporation in its motion to enjoin a shareholder vote on a $7.3 billion “going private” transaction. On behalf of Intergraph Corporation, we successfully resolved a shareholder class action regarding the company’s “going private” transaction. In our representation of an institutional minority shareholder, we successfully defended a shareholder derivative/breach of fiduciary duty case tried in the Delaware Court of Chancery. << top < back

Securities and Corporate

Bass, Berry & Sims was recognized as a "standout" securities litigation firm in the United States by BTI Litigation Outlook for 2011, based on a survey, including one-on-one interviews, of more than 300 Fortune 1000 General Counsel, in-house litigation counsel, and litigation practice leaders at AmLaw 200 law firms. Bass, Berry & Sims was one of only 14 securities litigation firms recognized nation-wide – and the only midsize firm named alongside larger national and global firms. The fact that we were the only firm of our size so honored is especially significant at a time when corporate clients are focused on excellent work product delivered in the most cost-effective way.

Bass, Berry & Sims has 20 attorneys who concentrate primarily in Securities and Corporate Litigation. Our firm currently represents over 35 publicly held companies and has successfully defended clients in dozens of complex securities class actions and in merger-related litigation. In the past five years alone, Bass, Berry & Sims has represented clients in over 25 securities-related or corporate governance matters arising under federal and state securities laws, including more than 25 class actions. We currently serve as lead defense counsel in over 30 actions involving sub-prime related investments and have defended clients in litigation involving merger and leveraged buy-out transactions totaling over $75 billion.

The representation of our clients is multi-jurisdictional, including, among others, state and federal district and appellate courts throughout the Southeastern United States, the Delaware Court of Chancery and the United States District Court for the Southern District of New York. We also routinely defend clients in securities-related arbitrations, as well as other forms of alternative dispute resolution, throughout the United States.

While we take great pride in our record of favorably resolving cases in their earliest stages through dispositive motions or favorable settlements, we are just as effective in trying cases. We take cases as far as they need to go in order to achieve our clients’ goals and ensure that their best interests are served. For example, we prevailed as lead trial counsel in a multi-week, nationally publicized trial on behalf of Genesco Inc in one of the first credit crisis-related trials in the country. In that case, involving a failed $1.6 billion merger, we obtained an order of specific performance and, following trial, a $215 million settlement.

Our team has distinguished itself in every significant type of securities and corporate litigation, including:

Securities fraud class actions
Derivative litigation
Merger-related litigation
SEC enforcement proceedings
Securities-related investigations
Corporate governance
Securities-related arbitration

Securities Fraud Litigation and Investigations

The last few years have seen unprecedented securities lawsuits and investigations – unprecedented in severity as well as volume. Bass, Berry & Sims proudly joins battle with our clients in multiple industries – as zealous advocates and your committed partners. Among these clients, our firm represents both publicly and privately held national and international companies and their officers, directors, issuers, underwriters, special committees, financial and investment advisers, accounting firms, law firms, and venture capital firms.

Representative matters include:

As lead counsel, we represent Morgan Keegan & Co., Inc., and related individuals and entities in federal securities, ERISA, and derivative multi-district litigation stemming from investment fund company losses in the wake of the global credit crisis.
Lead counsel for a bank and related individuals in a shareholder class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10(b)-5.
We obtained dismissals for national accounting firms from securities class action lawsuits brought in various jurisdictions throughout the United States.
We represented independent directors of Merrill Lynch & Co., Inc. in securities litigation in the United States District Court for the Southern District of New York and the United States Court of Appeals for the Second Circuit. We also represented independent Merrill Lynch directors in securities litigation in the United States District Court for the Middle District of Florida.

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Transaction-related Litigation

Our Securities and Corporate Litigation team works seamlessly with the Bass, Berry & Sims Corporate and Securities Department, sharing resources firm-wide in order to provide full service to a blue-chip list of public companies.

These clients consistently rely on Bass, Berry & Sims and its litigators in a variety of transaction-related matters, including:

Corporate mergers
Acquisitions
Tender offers
Hostile takeovers
Proxy fights
Shareholders actions

Representative matters include:

Lead counsel for King Pharmaceuticals, Inc. and its board of directors in shareholder class actions relating to $3.6 billion buyout of King by Pfizer, Inc.
Co-counsel to global healthcare company Sanofi-Aventis S.A. in shareholder class actions relating to its $1.9 billion purchase of the leading over-the-counter pharmaceutical company, Chattem, Inc.
Lead counsel for Renal Care Group, Inc., alleging members of Renal Care’s Board of Directors breached their fiduciary duties in connection with the planned sale of Renal Care to Fresenius.
Awarded bench trial verdict of specific performance for Genesco Inc. related to failed $1.6 billion merger.
Represented a private investment firm and its managing partner in action to enforce $70 million merger agreement with credit card processing company under which the private investment firm was to fund the proposed merger consideration.
Lead counsel for a veterinary services company and its board of directors in a breach of fiduciary duty class action relating to a $41.25 million public company merger transaction.
Represented HCA, Inc. in the successful resolution of a shareholder class action over the Company’s $33 billion “going private” transaction.
Successfully defended Dollar General Corporation in its motion to enjoin a shareholder vote on a $7.3 billion “going private” transaction.
On behalf of Intergraph Corporation, we successfully resolved a shareholder class action regarding the company’s “going private” transaction.
In our representation of an institutional minority shareholder, we successfully defended a shareholder derivative/breach of fiduciary duty case tried in the Delaware Court of Chancery.

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