Corporate and Securities
Primary Contact: Robyn Allmendinger
The broad spectrum of corporate law plays a significant role in our firm’s practice. Our team advises individuals, closely held businesses, and publicly traded corporations in a wide variety of corporate matters, from initial corporate formation, including choice of entity and raising of capital, to daily corporate governance, to restructurings and organization. We also serve as outside general counsel to a number of clients, advising them on day to day matters such as negotiation and review of customer and vendor contracts.
Formation of Business Entities
Our corporate team can assist you with selection of the best choice of entity for your business in order to maximize the benefits and minimize the risks to you and your business. In the process of selection or formation of your entity, we will assist you in identifying, managing, and solving the legal issues that may impact your new business entity, including issues related to anti-trust laws, corporate governance, employee benefits, executive compensation, information technology, intellectual property, and tax matters.
General Corporate and Governance
Our corporate attorneys provide a wide range of general corporate and governance related services, such as advising clients on board and shareholder meetings and notices thereof, maintenance of minutes and records, and foreign qualification issues; advising directors, officers, and managers as to their duties and liabilities under applicable laws and the entity’s governing documents; drafting, negotiating, and reviewing various business contracts; reviewing the potential implications of an entity’s proposed course of action under applicable laws; drafting shareholder and buy-sell agreements for family business owners to meet tax, business succession, and estate-planning goals. When requested, we also attend annual or special meetings of boards, managers, and shareholders.
We regularly represent issuers, investment banks, lenders, borrowers, and other parties in connection with a wide variety of corporate finance transactions. Our combined experience allows us to provide innovative solutions to your needs, with a focus on minimizing tax costs and maximizing financial return, in areas such as the following:
Structuring business acquisitions, tender offers, and share exchanges
Optimizing tax-free transactions, including triangular mergers, reorganizations, and multiple-step acquisitions
Evaluating divestiture strategies, including stock transfers and tax-free spin-offs, liquidations, stock redemptions, and recapitalizations
Structuring private placements of securities and advising on related federal and state blue-sky filings
Negotiating debt financings with banks, insurance companies, and other institutional lenders
Structuring venture capital and private equity investments and financings
Counsel on merger and acquisitions and related financings
As securities law is an extremely technical field, an in-depth knowledge of its intricacies and complexities is necessary to adequately represent clients in securities matters. The areas in which our firm offers securities law assistance include the following:
Private placements of corporate debt and equity securities
Initial public offerings
Securities and Exchange Commission applications, filings, and reports
State securities law applications, exemption, and other filings and reports
Tender and exchange offers
Executive compensation matters
Purchase and sale of company securities by officers, directors, and other company insiders
Venture Capital and Private Equity
We counsel our clients on forming venture capital funds, raising capital, and documenting and structuring investments in portfolio companies. We have significant experience in all the legal fields necessary to provide this assistance, including tax, securities, ERISA, and pass-through entities such as limited partnerships and limited liability companies. Our intellectual property, labor and employment law, litigation, and real estate attorneys are also available to provide specialized advice as needed in evaluating and documenting investments.
International Business Transactions
Today there is a greater need than ever before to look outside our national borders for markets. Many Arkansas businesses are finding foreign markets for the first time, while others are expanding and taking more aggressive equity positions abroad. We continue to grow with our clients and work hard with the help of our contacts around the world to provide the information and legal assistance needed to compete in a global economy. Through our firm’s memberships in Lex Mundi* and State Capital Group* , we can provide our clients with access to over 200 premier law firms in more than 100 countries across the globe.
*The law firms in Lex Mundi and State Capital Group practice independently and are not in a relationship for the joint practice of law.