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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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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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Trusts & Estates

Our attorneys in the Trusts and Estates Practice Group are focused on the unique needs of high net-worth individuals. We counsel clients on virtually every aspect of estate planning to help maximize tax efficiency and minimize worry. Our attorneys often act as a personal general counsel for our individual clients, and they work to craft solutions that protect what matters most to each client.

Since estate planning involves much more than preparing tax efficient wills and trust agreements, our trusts and estates tax attorneys regularly provide advice to clients on a broad range of both tax and non-tax issues. These include family-owned and closely held business planning, asset protection, special needs planning and general family planning. Our clients include owners of closely-held businesses, corporate executives and a wide variety of individuals with estates from the hundreds of thousands of dollars to hundreds of millions of dollars. 

Our attorneys also handle all aspects of estate and trust administration, including the representation of both fiduciaries and beneficiaries in contested probate and trust matters. We strive to make the estate and trust administration process as simple and transparent as possible in an effort to avoid family disputes. When a dispute becomes unavoidable, however, we are experienced in representing both beneficiaries and fiduciaries in all types of litigation.

Areas of Focus

  • + Estate Planning

    • With regard to estate planning, we provide the following services:

      • Preparation of wills and revocable trusts
      • Preparation of financial and healthcare powers of attorney, living wills and health care directives
      • Assisting with the designation of beneficiaries for retirement plans and life insurance policies
      • Implementation of sophisticated transfer planning, including Grantor Retained Annuity Trusts, sales to intentionally defective grantor trusts and Qualified Personal Residence Trusts
      • Preparation of dynasty trusts
      • Formation of family limited partnerships and limited liability corporations
      • Asset protection planning, including the creation of Tennessee Investment Services Trusts
      • Charitable planning, including the creation of charitable lead and annuity trusts
      • Life insurance planning, including the creation of irrevocable life insurance trusts
      • Representing clients in connection with the preparation and negotiation of premarital agreements
      • Creation of special needs trusts
      • Representation of family-owned and closely held businesses and business succession planning
      • Representation of corporate executives
      • Special needs planning
  • + Estate Administration

    • We provide estate and trust administration services including:

      • Preparation of state and federal estate and inheritance tax returns
      • Representation of estates with respect to tax audits or other controversies
      • Planning with respect to post-mortem tax matters, including the use of qualified disclaimers
      • Providing estate planning strategies for deferral of estate taxes for family-owned businesses
      • Advising on the proper treatment of distribution from retirement plans
  • + Probate Litigation

    • When necessary we represent beneficiaries and fiduciaries in:

      • Probate and trust litigation
      • Will contests
      • Will and trust reformations and constructions
      • Defense of trustees, executors and other beneficiaries against breach of duty claims
      • Conservatorship and guardian issues
  • + Charities & Tax-Exempt Organizations

    • We represent tax-exempt organizations, including private foundations, private operating foundations and charities with respect to technical organizational and tax planning surrounding:

      • Formation of and representation of charitable entities, including private foundations and donor advised funds
      • Assisting clients with charitable giving strategies
      • Preparation of charitable lead trusts
      • Preparation of charitable remainder unitrusts

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