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Attorney Spotlight

Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. 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

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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