Overview

Whether you are an individual investor, a public or private company director or officer, or a broker-dealer, you know that the last several years have made the capital raising process even more challenging than ever. Financial turmoil has limited access to funding, created strong new regulatory pressures, and greatly increased the risk of litigation if a financing transaction goes bad. Friday, Eldredge & Clark understands this new environment and has the resources to help with a wide variety of transactional and litigation needs.

Arkansas-based Fortune 500 companies, growing privately-owned firms, banks and secured lenders, investment funds, broker-dealers, and individuals all rely on our lawyers to meet their securities law needs. Chambers USA recognizes two members of our securities team for their transactions capabilities, and The Best Lawyers in America includes lawyers from our firm for their securities transactional, regulatory, and litigation strengths. Prior to joining our firm, one of our securities lawyers was a trial attorney at the U.S. Securities and Exchange Commission (SEC). We are actively involved in venture funding organizations and have a strong position in tax-exempt bond financing.

Dispute Resolution

No matter what your focus in securities matters – director, officer, underwriter, issuer, broker-dealer, investment advisor, investment banker, investor, or capital markets professional – our firm understands your dispute resolution and financing concerns. We have developed a reputation as a go-to securities litigation firm for a wide range of clients that includes investors and investment funds, issuers, accounting firms, investment advisers, and broker-dealers, as well as their officers and directors. No matter what your dispute resolution need, our lawyers can meet it with experience in civil litigation including class actions and arbitration. Our ability to try complex securities and shareholder issues (fraud, unauthorized trading, unsuitable trading, breach of fiduciary responsibility, and other alleged irregularities), both in state and federal courts and in arbitral forums, will help you avoid protracted litigation.

We handle litigation and arbitration of customer disputes alleging inappropriate investment and trading strategies by securities broker-dealers, and are well versed in dispute resolution before panels of the Financial Industry Regulatory Authority (FINRA) and its predecessor body, the National Association of Securities Dealers (NASD). Our litigators have also regularly represented broker-dealers before those panels, in customer disputes as well as controversies involving noncompetition and nonsolicitation contract provisions.

Public Securities

If your company is publicly held, or if you want to go public, you have the assurance of knowing that we have assisted many clients of all sizes on a variety of financing transactions involving public capital markets. We can handle all phases of an offering for your company, including preparation of the prospectus, structuring the offering terms, and obtaining clearance from the SEC and other regulatory bodies. We also represent underwriters and placement agents in these financings, assisting with disclosure documents and due diligence preparations for such transactions as:

  • Initial, primary, and secondary public offerings of equity and debt securities
  • Hybrid securities such as junior subordinated deferrable interest debentures
  • Subordinated trust preferred securities
  • Project financings

Private Financings

We advise issuers, placement agents, and private equity investors on a wide range of private finance transactions. Our lawyers work with you to handle the documentation and negotiation of purchase agreements, private offering memorandums, asset-based and special purpose financing, and many other forms of private capital raising.

Venture Capital

Whether you head an emerging growth company in need of capital to grow and take advantage of market opportunities, or an investment fund looking for the right portfolio company to benefit from your financing and management expertise, Friday, Eldredge & Clark will partner with you to help you achieve your business objectives. We often introduce entrepreneurs to seasoned investors, helping them find qualified sources of money and operating assistance. On the investment side, our lawyers understand what is important in venture capital deals and can develop the right approaches for funding, control, and eventual sale.

No matter what your business goal, you will benefit from our contacts and involvement in the venture funding sector. A key member of our team is actively involved in leadership of the Arkansas Venture Forum, the University of Arkansas Technology Development Foundation, and the Board of Advisors of a leading southeast venture capital firm. Such practical experience means we understand what you want to accomplish in a venture funding transaction, and can help you achieve it.

Regulation

When regulators at the federal or state levels are scrutinizing a new securities filing, accuracy and completeness are what matters above all. Our lawyers are skilled at preparing and filing effective disclosure documents with the SEC, including:

  • Annual, quarterly, and periodic reports of Forms 10-K, 10-Q, and 8-K
  • Proxy statements
  • Insider trading report
  • Registration statements
  • State “blue sky law” filings
  • Exemption filings

We understand the timing, methodology, and requirements of disclosure concerning events that are important and material to company results. Disclosure has become a key governance issue, and we will guide you through the complexities that govern forward-looking statements in press releases and analyst meetings. Because the whole body of governance laws and procedures is changing so rapidly, we will work closely with you to review the alternatives and assess the risks involved in every disclosure action.