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Overton Thompson III

Overton Thompson III

Member
Nashville
(615) 742-7730
othompson@bassberry.com
https://www.bassberry.com/professionals/thompson-iii-overton/

Notice

Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.

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With more than 30 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.

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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

  • Summary Judgment of Earn-out Litigation for Change Healthcare

    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

    We obtained summary judgment on behalf of Change Healthcare and related entities in federal court litigation in Seattle stemming from...
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    Client Type: Private Company
  • NN, Inc. Sells Precision Bearing Components Group for $388M

    Represented NN, Inc. in its sale of the Precision Bearing Components Group to Tsubaki Nakashima Co. for $388 million

    We represented NN, Inc. (NASDAQ: NNBR) in the sale of its Precision Bearing Components Group to Tsubaki Nakashima Co., Ltd....
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    Client Type: Public Company
  • Shareholder Class Action for Pinnacle Financial Partners

    Represented Pinnacle Financial Partners in a class action brought on behalf of shareholders of Avenue Bank

    We represented Pinnacle Financial Partners in a class action brought on behalf of shareholders of Avenue Bank, arising out of...
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    Client Type: Public Company
  • Defense of eBay Inc. Involving Contract and Business Torts

    Represented eBay Inc. in alleged multimillion dollar claim for breach of contract and business torts

    Defense of eBay Inc. in alleged multimillion dollar claim for breach of contract and business torts. The case involved one of...
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    Client Type: Public Company
  • J. Alexander’s Successfully Defends Activist Campaign by Privet Fund LP

    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

    We counseled J. Alexander's Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP...
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    Client Type: Public Company
  • Shareholder Litigation for O’Charley’s Inc.

    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.

    The firm served as lead counsel for O'Charley's Inc. and its board of directors in the consolidated shareholder litigation filed...
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    Client Type: Public Company
  • Defense of Energy and Chemical Company in Products Liability Case

    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

    We represented an international integrated energy and chemical company as a third party defendant in a case concerning allegations that...
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    Client Type: Public Company
  • Genesco / Finish Line Merger and Related Litigation

    Represented Genesco Inc. in connection with the negotiation of a merger agreement and subsequent litigation for Genesco to be acquired by Finish Line

    In June 2007, Bass, Berry & Sims represented Genesco Inc. in connection with the negotiation of a merger agreement for...
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    Client Type: Public Company
  • Securities Class Action Defense for Green Bankshares

    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

    We represented Green Bankshares and certain named officers in a consolidated securities fraud class action alleging violations of Section 10(b)...
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    Client Type: Public Company
  • Shareholder Class Action Defense for Green Bankshares

    Represented Green Bankshares and its board of directors in a putative class action alleging the defendants breached their fiduciary duties to the Company by accepting an unfair sale price pursuant to an unfair sales process related to a $217 million merger

    We represented Green Bankshares and its board of directors in a putative class action alleging the defendants breached their fiduciary...
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    Client Type: Public Company

Publications

Past Events

Media Mentions & Firm News

Accolades

Chambers USA — Litigation: General Commercial (2008-2018)

Best Lawyers in America® — Bet-the-Company Litigation; Commercial Litigation; Litigation: Mergers and Acquisitions; Litigation: Securities (2009-2019)

Best Lawyers in America® — Nashville Litigation: Mergers and Acquisitions “Lawyer of the Year” (2018, 2013)

Benchmark Litigation — Local Litigation Star: Tennessee (2010-2019)

Mid-South Super Lawyers (2010-2018)

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)

Related Services

Education

  • Vanderbilt Law School - J.D., 1984
  • The University of the South - B.A., 1981

Admissions

  • Tennessee, 1984
Chambers USA

Chambers USA 2018 Leading Individual

"Overton Thompson is lauded as an 'outstanding litigator' by clients and widely endorsed for his strength in handling high-value disputes. His experience includes representing clients in securities and wider commercial disputes."

From Chambers USA 2018