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Attorney Spotlight

How did Brianna Powell's work as a law clerk prepare her for practicing law? Read more>

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Experience

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Experience Spotlight

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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Thought Leadership

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Thought Leadership Spotlight

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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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

Our Corporate Governance Practice Group is led by Jim Cheek, regarded as one of the top governance and securities lawyers in the country, and attorneys who served as staff members of the U.S. Securities and Exchange Commission (SEC). 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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