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What interesting trends has policy advisor Erica Vick noticed in local government as a result of the national political landscape? Find out 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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A resource for employers featuring original and insightful commentary and review on important articles, cases and laws that affect the complicated and constantly changing labor industry or workplace.

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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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Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.