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Attorney Spotlight

What television show influenced Chad Jarboe's decision to pursue a career in the legal field? Find out more>

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Experience

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Experience Spotlight

Primary Care Providers Win Challenge of CMS Interpretation of Enhanced Payment Law

With the help and support of the Tennessee Medical Association, 21 Tennessee physicians of underserved communities joined together and retained Bass, Berry & Sims to file suit against the Centers for Medicare & Medicaid Services to stop improper collection efforts. Our team, led by David King, was successful in halting efforts to recoup TennCare payments that were used legitimately to expand services in communities that needed them. Read more

Tennessee Medical Association & Bass, Berry & Sims

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Thought Leadership

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Thought Leadership Spotlight

Healthcare Transactions: Year in Review 2018Last year, CVS Health Corp. (NYSE: CVS) announced it would purchase health insurer Aetna Inc. (NYSE: AET) for $67.5 billion, a transaction that would be one of the biggest healthcare mergers in the past decade. The transaction raises an intriguing question: is this the beginning of a transformational shift in healthcare?

Recently, members of our healthcare group authored the Healthcare Transactions: Year in Review outlining 2017 M&A activity and drivers in the following hot healthcare sectors:

• Managed Care
• Hospitals
• Post-Acute Care—Home Health & Hospice
• Ambulatory Surgery Centers (ASCs)
• Healthcare Information Technology (HIT)
• Behavioral Health
• Physician Practice Management

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Boardroom

Shareholder Activism

Public companies continue to face increasing challenges from activist investors. The experience of our shareholder activism attorneys, combined with the resources of our broader corporate and business practice, gives us the ability to guide our clients through this ever-shifting landscape. In the past few years, we have handled a number of high profile campaigns for numerous public companies, including Cracker Barrel Old Country Store, Ryman Hospitality Properties (formerly, Gaylord Entertainment Company), O'Charley's, Healthways and Bob Evans.

Preventing or responding to a shareholder activist campaign requires a coordinated approach and the consideration of various legal, strategic and business issues. Our shareholder activism attorneys partner with the management team, board of directors and the company's other advisors on an ongoing basis to anticipate and respond to activist investor demands or campaigns and to consider whether any changes to a company's structural defenses, governance or strategic outlook are advisable.

Our corporate attorneys have been nationally recognized in various industry publications, and Chambers USA has said of our firm, it "has a wealth of experience advising on private offerings and shareholder activism issues." (from Chambers USA 2017)

Our shareholder activism experience includes:

  • Advising companies and boards in connection with activist investor demands and campaigns, including proxy contests.
  • Preparing shareholder rights plans (also known as "poison pills") and advising boards on adopting and maintaining poison pills in the current activist environment.
  • Counseling public companies regarding adopting or modifying certain governance and/or charter and bylaw provisions.
  • Reviewing with companies the history and tendencies of their significant activist shareholders.
  • Advising boards of directors in connection with unsolicited takeover bids.
  • Advising companies regarding proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis.
  • Advising companies when considering stockholder proposals.
  • Advising companies on their disclosure obligations and preparing SEC disclosures in connection with the matters described above.

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