Jones, Haley & Mottern, P.C. was established in 1986 by a group of lawyers that left large firm practice with the mutual goal of forming a law firm that provides big firm expertise combined with small firm personal service. Our attorneys strive to develop a close relationship with the business clients they represent in order to understand their needs and to assist them in solving their problems in a high quality, efficient and effective manner, consistent with the highest ethical standards.

The Firm conducts a business practice in which its six attorneys provide a broad range of legal services, including a number of sophisticated and specialized areas of practice commonly found at only the largest law firms. The Firm represents established businesses and it has substantial expertise in representing entrepreneurial businesses striving for success. The businesses represented by the Firm are located throughout the United States, with the greatest concentration of the Firm's clients located in the Southeast. The Firm's business clients compete in a variety of industries, including telecommunications, health care, securities, environmental, software, financial services, computers, e-commerce and publishing.

Business clients realize that today's complicated fast-paced business climate requires competent, responsive legal counseling and planning. The lawyers of Jones, Haley & Mottern, P.C. commit themselves to assisting clients in solving the problems created by this demanding business climate. We also understand that the expense of dealing with these problems can be extraordinary, especially for smaller and entrepreneurial businesses. For this reason, we attempt to quantify the cost of representation on a particular matter and we make sure at the outset that the client understands our billing policies and procedures through the use of engagement letters. Our representation is directed to providing high quality legal services in order to assist clients in solving their problems as efficiently as possible and at a fair and reasonable cost.

The initial basis for the Firm's representation is often on general corporate matters, like the formation of a business entity such as a corporation, partnership, limited partnership or limited liability company. This is the fundamental representation out of which the Firm's broader more specialized representation often grows. General corporate representation includes assisting and counseling business owners in choosing the appropriate form of business entity, and preparing the documentation necessary to form the business entity. After the business is formed the Firm's general representation often includes drafting and structuring shareholder agreements, employment agreements, sales agreements, licensing agreements and other general corporate and contract work.

In addition to providing specialized expertise in the drafting of documents, many of the Firm's clients find that one of the most beneficial aspects of the Firm's representation is the ability to provide objective business counsel to their senior management and owners. This type of service and advice is especially valuable to clients due to the broad experience of our attorneys gained through our representation of clients over many years in a wide range of business transactions, disciplines and industries. The value of such experience gained with numerous clients is a key element of the Firm's corporate representation.

The attorneys of the Firm take pride in providing innovative solutions to clients' problems. Accordingly, the attorneys of the Firm enjoy the intellectual challenge of working with clients to structure transactions in a way that serves their needs and meets the requirements of all the parties to a particular transaction.

Raising capital to initiate the operation of a new business or to provide additional capital for an existing business is one of the most fundamental and important needs faced by business owners and managers. One of the Firm's most extensive specialty practice areas is providing counseling on securities and securities related issues. The Firm's attorneys have substantial experience representing clients in all aspects of securities law, and assisting clients in all types of capital development and formation, from the smallest private placement of securities, to multimillion multi-state public offerings. In addition to representing issuers in the capital raising process, the Firm also represents broker-dealers, investment advisers, venture capitalists, investment bankers and other groups that provide the funding for these offerings.

The process of raising capital is an important undertaking for all parties involved and our attorneys give it the serious, personal attention it deserves. We provide a client-focused approach to securities representation that starts with an analysis of the needs and goals of the client. Once these needs and goals are understood we make a recommendation of the most appropriate exemption or registration format to satisfy the needs of the client. We then work closely with the client to develop a timetable of all critical tasks in order to make sure that the work is completed within the time frame demanded by the client. Next we work with the client to perform the appropriate due-diligence and fact gathering necessary to ascertain all issues which may be material to an investor's investment decision. Thereafter, we prepare the appropriate documentation -- which may consist of a registration statement or private placement memorandum -- that is necessary to conduct the offering in accordance with the rules and regulations of the United States Securities & Exchange Commission and all applicable state jurisdictions. When we represent the issuer we work closely with counsel to the underwriter or the investor to complete the offering in a timely and efficient manner. When we represent the underwriter or investor we review documentation prepared by the issuer�s counsel to make sure that the transaction has been fully evaluated from a due diligence perspective and that applicable disclosure standards are met.

When the documentation has been completed we make necessary blue sky filings on the client's behalf and we assist the client in making sure that the offering is conducted in accordance with applicable regulatory requirements. Once the transaction is completed we assist the client in closing the offering and making the required transfer of funds. Afterward, we prepare required follow up filings.

In addition to representing clients in the offer and sale of securities, the attorneys of the Firm are experienced in representing companies that have completed public offerings and then required to file periodic reports with the Securities & Exchange Commission. To make sure these filings are made in a timely manner the Firm prepares a compliance schedule detailing required filings one year in advance of their due date. Then the Firm works closely with the client to review the client's proxy statements, annual reports, 10-K, 10-Q, and 8-K filings to make sure they satisfy current reporting obligations.

The Firm also represents businesses that are regulated under the securities laws, such as broker-dealers, investment advisers and employees of these regulated businesses. The Firm's representation of these regulated businesses includes assisting them with their initial registration at both the federal and state level, assisting them in satisfying their ongoing compliance obligations, and assisting them in resolving other day to day operational issues.

The regulatory environment in which these firms operate is highly technical and requires constant diligence to assure that they maintain compliance with a multitude of regulatory requirements. Accordingly, the attorneys of the Firm seek to establish a rapport with the client and encourage the client to maintain a free flow of information with us. We have found that the development of this close working relationship is a most effective way of dealing effectively with problems at an early stage, before they become much bigger and more difficult to solve.

The Firm's attorneys that work on compliance matters have developed a thorough understanding of securities regulations at the state and federal level, and they have developed working relationships with the regulators that enforce those laws. As a result the Firm is often called on to represent clients in regulatory disputes. These disputes can be extremely disruptive to an organization and the stakes involved in their resolution can often be very high. Our attorneys understand these dynamics, and are available to take emergency action to assist clients who find themselves the target of a regulatory agency. We represent clients in investigations and enforcement actions conducted by the SEC, state administrators, and self-regulatory bodies, such as the National Association of Securities Dealers and the New York Stock Exchange. In addition, the Firm represents clients before the same regulatory bodies in regulatory and compliance disputes which involve matters of legal interpretation and application of legal rules and principals. For example, the Firm's attorneys have represented clients before the NASD in hearings seeking to de-list the clients from the NASDAQ national market system, and in disputes involving alleged markup violations.

The Firm also represents both brokerage firms and clients in arbitration proceedings, and we represent clients in litigation involving substantial securities claims, including claims involving class actions and alleged RICO violations.

The acquisition or sale of a business is often one of the most important events in the life of an entrepreneur or businessman. The attorneys at Jones, Haley & Mottern, P.C. help smooth the way for these dramatic transactions by providing experienced counsel to their clients. Attorneys of the Firm have extensive and specific experience in representing clients in transactions ranging in size from a few thousand to one hundred million dollars. The Firm has represented clients in hundreds of transactions that have been structured in the form of the most basic sale of assets or stock, to the most complex reverse triangular merger.

The Firm has specialized expertise in providing representation in merger and acquisition transactions facilitated by brokers, and the Firm has acted as counsel to numerous buyers and sellers of businesses, as well as the brokers involved in such transactions.

The Firm provides a structured approach in representing clients in these M&A transactions. First, we meet with the client to discuss the sensitive elements of the proposed transaction and the goals of the client in completing the transaction. We next perform a due diligence review with the client to make sure that the business and the terms of the proposed transaction meets the client expectations. Thereafter, we work closely with counsel for the opposing side to develop the documentation necessary to protect our client's interest and to accomplish their goals. We see our role as a facilitator of the transaction and not an impediment to it. We want to help the client close the transaction in a way that protects the client�s interest.

Once the documentation has been properly prepared and the due diligence has been completed, we assist the client in closing the transaction in an organized, timely and efficient manner. At the closing we work to assure that all title to property changes hands effectively and that all funds are properly transferred. After the transaction we provide the client with a closing package consisting of all relevant documents and schedules. Thereafter, we counsel the client on the proper steps to take to assimilate the changes caused by the transaction.

The Firm has represented clients in the acquisition or sale of businesses in the following industries, among others: computer products, interactive video display systems, mortgage banking, insurance brokerage, software development and marketing, investment advisors, temporary employee staffing, healthcare, restaurants, oil and gas, internet and e-commerce, commercial carpet and flooring, publishing, engineering, air pollution control equipment, financial services, software, environmental cleanup, manufacturing, and business services.

Information technology industries, including software, communications, new media, e-commerce, and Internet-based businesses, require specialized legal services.

The Firm provides legal counsel and advice on intellectual property issues, business transactions, venture capital financing, corporate finance transactions, and commercial litigation to software developers, publishers, and companies engaged in electronic commerce, including Internet-based businesses. Transactional services reflect the unique combination of business and legal requirements of clients who are involved in development, licensing, distribution, and partnering transactions regarding software and digital content.

The Firm offers a range of services which are designed to meet the specific requirements of start-up high technology ventures. The Firm coordinates the intellectual property, licensing and distribution, and corporate finance requirements of emerging high technology companies and works to deliver the necessary services in an efficient, cost-effective manner. The Firm has pioneered the innovative use of document assembly software designed for client use in order to enhance the cost-effective delivery of quality legal services for start-up companies.

The by-product of many successful high technology companies is digitized data. This data may be derived from customers, suppliers, or transactions. Many technology companies are discovering that this data may be of immense economic value; however, emerging laws and standards relating to data privacy complicate the realization of its true economic potential. The Firm works closely with clients in developing and implementing strategies for data mining and the enhancement and marketing of data within the current and emerging legal framework.

The increasing involvement of government in the health care field has created legal and operational issues surrounding the delivery of health care services which are increasingly more complex. Regulatory revisions to reimbursement programs, shrinking capital sources, and increasingly competitive markets make the health care providers mission more complex and difficult. The attorneys at Jones, Haley & Mottern, P.C. are prepared to assist their clients in dealing with these issues.

Our attorneys work side by side with health care providers to address legal questions which affect the daily business decisions made by the owners and managers of these businesses. The Firm handles a wide variety of health care law matters, including advice on organizational issues, mergers and acquisitions, corporate reorganizations, forming and counseling parent holding companies, joint ventures, and service contract arrangements. We also advise our health care clients on financial issues, such as private placements, public offerings, mergers and acquisitions, and other business strategies that may be available to them in order to maximize their profit potential.

In the licensing and regulatory area, we advise our health care clients on the application process for obtaining licenses and certificates of need. Once the client obtains the appropriate license and/or certificate of need, we work with the client to assure that regulatory standards are maintained in order to protect these valuable assets. In cases where the health care client has disputes with regulators, we represent clients in licensing disputes, disputes related to the certificate of need process and other regulatory matters.

With the emerging importance of Atlanta as an international marketplace the need for local counsel with international law experience has greatly increased. The Firm's lawyers have been representing international clients for over twenty years and they have substantial experience in providing the services needed by foreign firms conducting business in the United States. The Firm handles all aspects of corporate transactions involving multi-national businesses, including incorporation, licensing, joint ventures, partnerships, acquisitions and mergers, and distribution and marketing of foreign products in the United States. The Firm advises its international clients in transactions involving technology and engineering products, and such advice deals with issues such as licensing and transfers of technology.

The Firm works closely with its clients in an effort to avoid or minimize problems. However, in today's litigious environment virtually all active businesses sooner or later find themselves embroiled in a controversy that will be resolved by the courts or some regulatory body. These controversies are often extremely important to the ongoing business prospects of the client and they must be dealt with in an efficient and effective way to minimize their impact on the client. In these cases, the Firm provides a broad range of litigation services to its clients, whether they are the plaintiff or a defendant. The Firm's attorneys are active in arbitration and administrative proceedings as well as in proceedings in state and federal courts. Generally, these services are provided to the Firm's ongoing business clients as part of the Firm's problem solving approach to client representation.

The attorneys of Jones, Haley & Mottern, P.C. have an open door policy and encourage those who may have a need for their services to contact them to schedule meetings to discuss their plans and their problems. In order to break down communication barriers, the attorneys of the Firm do not charge clients for such initial consultations. For further information about the Firm or the services it provides, please contact one of our attorneys at 770-804-0500, or visit our web site at www.corplaw.net.