Kevin H. Douglas

Member

Nashville

(615) 742-7767

kdouglas@bassberry.com

https://www.bassberry.com/professionals/douglas-kevin-h/

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Kevin Douglas is the Chair of the firm’s Corporate & Securities Practice Group. He has deep experience representing public companies on corporate and securities laws related matters, including companies within the healthcare industry. Kevin’s public company practice focuses on corporate governance matters, securities laws compliance, mergers and acquisitions, corporate finance and shareholder activism. His representative experience has ranged from providing SEC disclosure advice to the audit committee of a Fortune 100 company to representing an NYSE-listed company in connection with its $4.3 billion acquisition by another public company to representing another NYSE-listed company in connection with its issuance of $2.2 billion in senior notes. Kevin has also represented private companies in a wide variety of mergers and acquisition matters.

Kevin represents public companies, private equity-backed companies and other private companies. His broad corporate practice involves:

Mergers & Acquisitions – Representing public and private companies in connection with mergers and acquisitions.
Corporate Finance – Advising clients in connection with public offerings, Rule 144A offerings, private placements and venture capital investments.
Securities Laws Compliance – Advising public company clients in connection with the preparation of Form 10-Ks, 10-Qs, 8-Ks, proxy statements and earnings releases.
Corporate Governance – Providing clients with advice related to compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act and other federal securities laws requirements; compliance with stock exchange corporate governance listing standards, committee charters and corporate governance guidelines, board and committee composition issues, internal control and disclosure control matters, Regulation FD, insider trading policies and 10b5-1 trading plans.
Shareholder Activism – Assisting with shareholder rights plans, proxy access bylaws, contested director elections, classified boards, advance notice bylaws, Rule 14a-8 shareholder proposals, ISS and other proxy advisory firm-related matters, and Section 13 of the Securities Exchange Act and standstill agreements.
Executive Compensation – Advising on executive compensation disclosure requirements applicable to public companies and related topics.

Kevin is the co-editor of the firm’s Securities Law Exchange blog, where he provides commentary on a variety of corporate and securities law issues.

Prior to joining the firm, Kevin practiced at Latham & Watkins in Washington, D.C. and Sherrard & Roe, PLC in Nashville.

Featured Experience

Disclosure Counsel for Audit Committee of Board of Directors of Bank of America

Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC

We were engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors...

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Client Type: Public Company

Memberships

American Bar Association

American Health Lawyers Association (AHLA)

Representative Experience

Disclosure Counsel for Audit Committee of Board of Directors of Bank of America

Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC

We were engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors...

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Client Type: Public Company

Engility Holdings to Merge with SAIC for $2.5 Billion

Engility Holdings to Merge with SAIC for $2.5 Billion

We are representing Engility Holdings (NYSE: EGL) in its definitive agreement to merge with Science Applications International Corp. (NYSE: SAIC)...

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Client Type: Public Company
Addus HomeCare August 2018 Common Stock Offering

Addus Homecare August 2018 Common Stock Offering

We represented Addus HomeCare Corporation (Nasdaq: ADUS) in its public offering of 2,100,000 shares of common stock for net proceeds...

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Client Type: Public Company
i3 Verticals, Inc. 2018 Initial Public Offering

Represented i3 Verticals, Inc. in its initial public offering (IPO) of of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.

We represented i3 Verticals, Inc. in its initial public offering (IPO) of 7,647,500 shares of Class A common stock for...

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Client Type: Public Company
i3 Verticals, Inc. 2018 Initial Public Offering

Represented i3 Verticals, Inc. in its initial public offering (IPO) of of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.

We represented i3 Verticals, Inc. in its initial public offering (IPO) of 7,647,500 shares of Class A common stock for...

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Client Type: Public Company
Change Healthcare Acquires National Decision Support Company

Represented Change Healthcare in its acquisition of National Decision Support Company

We represented Change Healthcare in its acquisition of National Decision Support Company (NDSC), a leader in cloud-based solutions that delivers...

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Client Type: Private Company
CenseoHealth Sold to New Mountain Capital

Represented CenseoHealth in its sale to New Mountain Capital

We represented CenseoHealth in its sale to New Mountain Capital. The transaction closed in December 2017 and terms of the...

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Client Type: Private Company
CHS Completes $900 Million Senior Secured Notes Tack-on Offering

Represented CHS in its $900 million secured notes tack-on offering

We represented Community Health Systems, Inc. (NYSE: CYH) in its tack-on offering of $900 million aggregate principal amount of 6.250%...

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Client Type: Public Company
CHS Completes March 2017 Notes Offering

Represented CHS in its $2.2 billion secured notes offering

We represented Community Health Systems, Inc. (NYSE: CYH) in its offering of $2.2 billion aggregate principal amount of 6.250% Senior...

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Client Type: Public Company
CLARCOR Acquired by Parker Hannifin Corporation

Represented CLARCOR Inc. (NYSE: CLC) in its acquisition by Parker Hannifin Corporation (NYSE: PH) for approximately $4.3 billion in cash

We represented CLARCOR Inc. (NYSE: CLC) in its acquisition by Parker Hannifin Corporation (NYSE: PH) for approximately $4.3 billion in...

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Client Type: Public Company
HealthStream Acquires Doctor Credentialing Provider

Represented HealthStream (NASDAQ: HSTM) in its acquisition of Morrisey Associates for $48 million cash

We represented HealthStream (NASDAQ: HSTM) in its acquisition of Morrisey Associates for $48 million cash. Morrisey's products look to automate...

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Client Type: Public Company

Publications

Complexities of Issuing Public Company Stock in Acquisitions of Private Companies

November 1, 2018
Form S-3: To File or Not to File, That is the Question…

May 9, 2018
Kevin Douglas Provides Guidance on Say-When-on-Pay Votes

June 19, 2017

Past Events

Corporate Governance Communications Strategies for Shareholder Engagement

August 20, 2015 | Nashville, Tennessee
Proxy Statement Interactive Seminar
Proxy Voting Demystified

October 3-4, 2013 | New York, New York
Corporate Board Member 10th Annual Boardroom Summit
Preparing for the 2012 Proxy Season

February 9-10, 2012 | Louisville, Kentucky
16th Biennial Midwest-Midsouth Securities Law Conference

Media Mentions & Firm News

90 Attorneys from Bass, Berry & Sims Listed in The Best Lawyers in America® 2019

August 17, 2018
Bass, Berry & Sims Announces New Corporate & Securities Practice Leadership

February 20, 2018
Bass, Berry & Sims Announced as Winner at 16th Annual M&A Advisor Awards

November 16, 2017

Accolades

Best Lawyers in America® — Corporate Law (2013-2019)

Vanderbilt Law Review — Member (1996-1998)

Education

Vanderbilt Law School - J.D., 1998

Order of the Coif
University of Virginia - B.A., 1995

Admissions

District of Columbia, 2000
Tennessee, 1998

Securities Law Exchange Blog

Featuring commentary and practical insight on SEC updates for publicly traded companies. Visit Now