Overton Thompson III
With more than 35 years of complex business litigation experience, Overton Thompson has represented a multitude of clients in bet-the-company matters where hundreds of millions, and sometimes billions, of dollars have been in dispute. Of note, he was lead counsel for Genesco Inc. in the largest case ever tried in Tennessee involving the breach of a $1.5 billion merger agreement. The case was heard in both the Chancery Court of Davidson County (Tennessee) and the U.S. District Court for the Southern District of New York. It was reported in both The Wall Street Journal and The American Lawyer magazine. Overton guides his clients through analysis, strategy, negotiations or litigation to obtain favorable results in important matters. He has provided counsel for national clients of all sizes on a range of complex litigation, business, securities and corporate matters.
Memberships
Nashville Bar Association — Board of Directors, Past Member; Dispute Resolution Section, Past Chairman
Tennessee Bar Association — Litigation Section, Past Chairman
Men of Valor — Member, Board of Directors, President
Monroe Harding Children’s Home — Past Chair
Exchange Club of Nashville — Past Board Member
Antiques & Garden Show of Middle Tennessee — Past Board Member
Travellers Rest Historic House and Museum — Board of Directors, Past President
Representative Experience
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Obtained summary judgment on behalf of Change Healthcare and related entities in federal court litigation in Seattle stemming from Change Healthcare’s acquisition of a start-up business in the healthcare technology industry where the stock purchase agreement had contingent earn-out provisions
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Represented NN, Inc. in its sale of the Precision Bearing Components Group to Tsubaki Nakashima Co. for $388 million
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Represented Pinnacle Financial Partners in a class action brought on behalf of shareholders of Avenue Bank
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Represented eBay Inc. in alleged multimillion dollar claim for breach of contract and business torts
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Counseled J. Alexander’s Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP and its associates during 2012
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Lead counsel for O’Charley’s Inc. and its board of directors in the consolidated shareholder litigation filed in Tennessee Chancery Court following the announcement of the $220 million sale of O’Charley’s to Fidelity National Financial, Inc.
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Represented an international integrated energy and chemical company as a third party defendant in a case concerning allegations that a chemical used in a spray tan product was contaminated
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Represented Genesco Inc. in connection with the negotiation of a merger agreement and subsequent litigation for Genesco to be acquired by Finish Line
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We represented Kano Laboratories, a manufacturer of industrial specialty chemicals, in its sale to KLI Midco, LLC, a portfolio company of Gryphon Investors – a leading San Francisco based middle market private equity firm.
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Represented Green Bankshares and certain named officers in a consolidated securities fraud class action alleging violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934
Publications
Past Events
Media Mentions & Firm News
Accolades
Chambers USA — Litigation: General Commercial (2008-2022)
The Best Lawyers in America© — Bet-the-Company Litigation; Commercial Litigation; Litigation: Mergers and Acquisitions; Litigation: Securities (2009-2023)
Best Lawyers® — Nashville Litigation: Mergers and Acquisitions “Lawyer of the Year” (2023, 2020, 2018, 2013)
Benchmark Litigation — Local Litigation Star: Tennessee (2010-2023)
Mid-South Super Lawyers (2010-2020)
Nashville Post “In Charge” — Legal Sector (2018)
Top 100 Tennessee Super Lawyers (2014)
Top 50 Nashville Super Lawyers (2014)
Nashville Business Journal “Best of the Bar” (2011-2012)
Education
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Vanderbilt Law School - J.D., 1984
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Sewanee: The University of the South - B.A., 1981
Admissions
- Tennessee, 1984
Chambers USA
"Overton Thompson has an excellent track record in the commercial litigation space, offering additional strength in securities disputes and contentious IP matters. 'Overton Thompson is a top-drawer lawyer. Over the course of his career he has handled some pretty big cases. He is a gentleman and easy to deal with.' 'I think of Overton as an assured lawyer who delivers consistent results.'"
From Chambers USA 2022