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Attorney Spotlight

What colorful method does Claire Miley use to keep up with the latest healthcare regulations as they relate to proposed transactions? Find out more>

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Experience

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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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Thought Leadership

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Thought Leadership Spotlight

Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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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 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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