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How does Jordana Nelson's prior experience as a general counsel inform her work with firm clients? Read more>


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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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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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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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