John Fox Arnold, A.B. Political Science 1959, University of Missouri; L.L.B. 1961, University of Missouri. Mr. Arnold is licensed to practice before the Supreme Court of the United States, the U.S. Court of Appeals for the Eighth Circuit, the U.S. District Court for the Eastern District of Missouri, and the Supreme Court of Missouri.
Mr. Arnold has represented developers and owners during acquisition and construction of governmental, commercial and urban redevelopment projects, and has provided counsel concerning relationships with construction managers, general contractors, subcontractors, architects, engineers and other design professionals (including the Phase I $350 million MetroLink light rail facility of the Bi-State Development Agency and the $265 million Convention Center Headquarters Hotel Project). Mr. Arnold has structured and documented a variety of financing techniques, including sales tax rebate and tax increment financing in Illinois and Missouri respectively.
Mr. Arnold has represented banks and bankholding companies in scores of acquisitions, mergers, takeovers and divestitures and has filed reporting and disclosure documents with the Securities and Exchange Commission, state securities commissioners, the Federal Reserve System, and state banking commissioners. He documented the first interstate bank acquisition authorized by Missouri law and has converted state banks to federal banks and federal banks to state banks. Mr. Arnold has filed amicus curiae briefs on behalf of the Missouri Bankers Association (representing independent state banks) on Uniform Commercial Code issues.
Mr. Arnold has prepared and filed registration and exemption documents with the Securities and Exchange Commission and various state administrators and has organized and qualified a large number of corporations and partnerships, many of which were involved in syndications. Mr. Arnold has been engaged in underwriting of the public offering of common and preferred stock and debt securities, a variety of private placements and initial public offerings, and has filed reporting and disclosure documents before the Securities Exchange Commission and state securities commissioners. He has prepared offering memoranda and proxy statements and made regulatory filings in a variety of transactions including hostile takeovers. Mr. Arnold has served as an arbitrator for the National Association of Securities Dealers, the New York Stock Exchange, and the American Arbitration Association in a number of disputes regarding securities, options, commodity accounts, franchise and distributor agreements.
Mr. Arnold has represented business organizations in manufacturing, service and commercial enterprises and has served as counsel to participants in acquisitions and mergers, including contested transactions for manufacturing and bank holding companies (H. K. Porter Co. in the acquisition of Missouri Portland Cement; Paul A. Kalmanovitz in the acquisition of Falstaff Brewing Corporation; Hardees, Inc. in the I. C. Industries acquisition of Pet, Inc.).
Mr. Arnold has for many years advised closely-held and family-owned enterprises in finance, governance and operational issues concerning the balance of succession plans between active and inactive investors; the consideration of liquidity issues of investors and the capital needs of the enterprise.
Mr. Arnold has served for more than 25 years as counsel for The Bi-State Development Agency, a body corporate and politic, created by the States of Missouri and Illinois; as general counsel for the Saint Louis Public Library; and served as general counsel for the Missouri Agricultural and Small Business Development Authority.
Mr. Arnold has served as bond counsel for the Board of Public Buildings of the State of Missouri; as bond counsel, issuer's counsel and special counsel to the Board of Education of the City of St. Louis, the Bi-State Development Agency, and the Saint Louis Public Library; as special counsel to St. Louis Children's Hospital, and St. Luke's Episcopal-Presbyterian Hospitals for obligations issued by the Missouri Health and Educational Facilities Authority; as bond counsel to the City of St. Peters for its Waterworks and Sewage Improvement and Revenue Refunding Bonds; and as bond counsel, special counsel, borrower's or developer's counsel, and as underwriter's counsel for hundreds of industrial revenue obligations issued by and on behalf of industrial development authorities, school districts, and municipalities in an aggregate face amount exceeding $2.5 billion.
Mr. Arnold has represented Missouri in the United States Conference of Commissioners on Uniform State Laws since 1973, where he served as Chairman of the Review Committee for the Revised Uniform Partnership Act, and as a member of the Drafting Committees for Uniform Commercial Code Article 2 (Sales), Article 2(A) (Leases), and Article 8 (Investment Securities). He currently serves on the Drafting Committee for the Uniform Securities Act.
Mr. Arnold served as Chairman of the Judicial Merit Selection Commission, for the United States District Court, Eastern Missouri; as Chairman of the Board of Election Commissioners of St. Louis County; as a member of the Charter Revision Committee of St. Louis County; as Chairman of the Plan Commission of the City of Webster Groves; as a member of the Board of Trustees of Lindenwood University; as a member of the Board of Directors of The Guaranty Trust Company of Missouri; as a Co-Chair of the $1.2 billion Downtown Development Action Plan; and as Chairman of The Downtown Saint Louis Partnership, Inc.
Mr. Arnold is a former President of The Missouri Bar and of the Bar Association of Metropolitan St. Louis, and is a former member of the House of Delegates of the American Bar Association. He has made presentations on economic development incentives, business succession planning, and governmental procurement. Mr. Arnold is a member of the American Law Institute, the Attorneys for Family Held Enterprises, the Urban Land Institute, the International Municipal Lawyers Association, and the National Association of Bond Lawyers. He is a member of the State and Local Government Law and Business Law Sections of the American Bar Association, and is a Fellow of the American Bar Foundation.
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