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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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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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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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Nonprofit Organizations

The Nonprofit Organizations Practice Group works closely with leaders of nonprofit entities to serve as advocates and counselors in pursuing each organization's public mission.

Our nonprofit clients include hospitals and other healthcare providers, educational institutions, energy cooperative corporations, trade and professional associations, advocacy groups, private foundations, charitable trusts, social welfare organizations and other types of nonprofit and charitable organizations. 

Our team understands that nonprofit entities face unique legal issues throughout their corporate existence. We guide entities through the tax-exempt application process, as well as ongoing tax compliance issues. We counsel organizations on nonprofit corporate governance, employment and compensation issues, mergers and other business transactions, tax-exempt financing and the wide range of healthcare regulatory and other regulatory issues that, if unattended, can expose nonprofits to costly investigations and government-imposed penalties. 

Our multi-disciplinary practice group includes a former Tennessee Attorney General and experienced attorneys from across the firm's practice groups, including Corporate & Securities, Employee Benefits, Healthcare, Labor & Employment, Litigation & Dispute Resolution, Public Finance, Tax, and Trusts & Estates.

Areas of Focus

  • + Corporate & Securities

      • Organization and formation of nonprofit entities
      • Corporate governance and ethics issues
      • Joint ventures and other business transactions involving nonprofit and for-profit entities
      • Corporate mergers, reorganizations and restructurings
      • Contractual matters
      • Antitrust compliance
  • + Employee Benefits

      • Executive compensation arrangements
      • Retirement, health and welfare plans and other employee benefits
      • Employment agreements
  • + Healthcare

      • Academic medical center regulation
      • Horizontal integrations, clinically integrated networks and hospital-physician collaborations
      • Compliance programs and policies, including fraud and abuse regulations
      • Conversions and sales of assets and resulting foundations
      • Joint ventures and joint operating arrangements/public-private partnerships
      • Physician practice acquisitions
      • Regulatory issues such as the 340B Drug Program, Section 501(r) regulations and the Physician Payments Sunshine Act
      • Risk management arrangements
  • + Labor & Employment

      • Employment counseling, training and auditing
      • Employment litigation including all aspects of management-side employment law as well as covenant-not-to-compete litigation
      • All aspects of management-side labor law
      • Contract negotiation and interpretation – executive level, confidentiality and restrictive covenant agreements, and collective bargaining agreements
  • + Litigation & Dispute Resolution

      • Audits and internal and government investigations 
      • State and federal compliance
      • State and federal government agency proceedings
      • Antitrust
      • Lobbying and political activities
      • Business disputes, restructuring and bankruptcy
  • + Public Finance

      • Tax-exempt financing for 501(c)(3) organizations, including healthcare providers, universities and colleges, secondary educational institutions and other nonprofit organizations
      • IRS audits of tax-exempt financing
      • Ongoing compliance with tax-exempt bond requirements
  • + Tax/Trust & Estates

      • Public charities and private foundations
      • IRS exemption process
      • Private inurement/intermediate sanctions
      • Unrelated business taxable income (UBTI)
      • Joint ventures
      • Tax issues related to charitable giving programs and other fundraising activities
      • Excise taxes on prohibited transactions
      • Regulation of charitable solicitation
      • State and local taxes, including property tax exemptions

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