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How does Eli Richardson's past work with the federal government inform his client interactions? Find out more>

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Experience Spotlight

In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Thought Leadership

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Thought Leadership Spotlight

Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Boardroom

Corporate Governance

Boards of directors are faced with increased scrutiny in carrying out their duties to a corporation. In addition to the core responsibilities of setting and guiding management on the execution of the corporation's strategic initiatives and protecting shareholders' interests, boards are also faced with adhering to increased regulatory requirements and reporting obligations. This continued management of responsibility and risk can make serving on public company boards increasingly challenging. We routinely advise boards of directors with respect to the standard conduct of business, the identification and mitigation of risk and the avoidance and defense of securities and shareholder litigation.

Ongoing Board Advice

Attorneys in our Corporate Governance Practice Group serve as primary corporate and securities counsel to more than 35 public companies. Two of our attorneys have served as staff members of the U.S. Securities and Exchange Commission (SEC), and one of our senior partners is regarded as one of the top governance and securities lawyers in the country, having earned the distinction of "Star Individual" from Chambers USA.

Our most notable recent engagements include serving as the Regulatory Auditor for the New York Stock Exchange (NYSE) and as disclosure counsel to the Audit Committee of the Board of Directors of Bank of America.

We routinely advise public companies and their boards of directors, board committees and management on a variety of key issues, including:

  • Board committee composition and process
  • Board independence
  • Executive compensation
  • Fiduciary duty issues
  • Dodd-Frank and related rules adopted by the SEC, NYSE and NASDAQ
  • Legal compliance policies
  • Codes of ethics
  • Risk management
  • Special investigations and committees, including investigations of accounting irregularities

Securities & Shareholder Litigation

Attorneys from our corporate and litigation practice groups work together as a team to counsel boards at critical times in the life of the corporation, such as mergers, acquisitions and actions by activist shareholders. We regularly advise boards in circumstances where they receive unsolicited offers for mergers and the specific processes of avoiding potential shareholder litigation. Specifically, we counsel boards to avoid, mitigate and defend liability in:

  • Corporate mergers
  • Acquisitions
  • Tender offers
  • Hostile takeovers
  • Proxy fights
  • Shareholders' actions

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