PROFESSIONAL EXPERIENCE:

1986 – 1998  &

April 2000 – Present

Law Office of John Colin Jones

Maintain a part-time and full-time, general law practice: concentrate on providing start-up entrepreneurs and emerging companies with sophisticated business advice and strategic planning, especially on capital formation matters. Act as outside general counsel to companies. Write sophisticated business plans, securities prospectuses, contracts, joint venture agreements.  Structure corporations, partnerships, limited liability companies, business trusts.  Advise on intellectual property protection, employment matters, UCC, compensation plans, 401(k) selection, etc.  Settle commercial claims and civil litigation. Counsel clients on corporate maintenance procedures and legal compliance requirements. Research and resolve taxation issues. Expertise in American Arbitration Association proceedings. Advise European high-technology company opening US subsidiary: secured office space, hired staff, developed business plan and projections, protected intellectual property. Assisted parent corporation with initial public offering on foreign exchange and US institutional private placement.

May 1998 – March 2000

National Equity Fund, Inc., Chicago, IL

Corporate Finance & Securities Counsel

Inside counsel for largest national syndicator of tax-advantaged real estate investments. Company manages $2.1 billion of capital for Fortune 100 companies and $4 billion of invested assets with 200 employees in 12 offices. Position required sophisticated application of securities, finance, corporate and tax law and practical business advice. Directly reported to president, general counsel and other senior managers. Provided counsel to Investor Relations, Corporate Finance and Legal Departments.

Investor Relations Department: Participated in sales calls with current and potential investors to explain, structure and negotiate terms of past and future investments. Oversaw highly successful multi-million dollar rescission offer. Drafted rescission documents and made oral presentations to affected investors.

Corporate Finance Department: conceived, developed and implemented two different new models for company’s capital formation efforts, now used as basis for $300 million of annual syndications. Proposed and oversaw transition from syndicating partnerships to limited liability companies. Developed company’s new fee structure to achieve industry uniformity. Spearheaded "Plain English" team that drafted simplified prospectus to disclose new financing structures: permitted $80 million of sales within one month to meet crucial year-end deadline – reduced previous investor commitment cycle by six months. Consulted with staff on structure and terms of swaps, hedges and short-terms revolving loans.

Legal Department: conducted company’s first systematic legal audit of 80 corporate subsidiaries. Designed and introduced company’s first corporate maintenance procedures. Introduced concept of Compliance function to company: personally produced computerized database to demonstrate system capabilities; then worked with outside programmers to write a custom, fully-functioning, Web-based system. Negotiated with senior managers to achieve acceptance of compliance system and new underlying business philosophy. Conducted major internal investigation into multi-million dollar shortfall in several syndicated partnerships: required sensitive interviews of senior managers to determine responsibility. Resolved problem to satisfaction of employees, company management, board of directors and investors. Introduced Y2K compliance and readiness procedures to company: oversaw readiness surveys internally and of 500 key business partners.  Negotiated and drafted joint venture agreement governing partnerships with $200 million of investor capital. Oversaw outside counsel and directed their work product. Formed new corporations and limited partnerships. Drafted various sophisticated commercial transactions, contracts, incorporation and partnership documents. Performed computerized legal research on Lexis, Westlaw and Internet.

1986 – 1997

Massachusetts Securities Division. Boston, MA

Staff Attorney

Consistently assigned to Division’s most difficult cases to contribute legal, financial, computer and interpersonal skills. Began as Enforcement Attorney (1986 & 1987). Added concurrent duties as Supervisor of Broker-Dealer Licensing (1988 & 1989). Promoted to Corporate Finance Attorney (1990 - 1995). Promoted to Senior Enforcement Attorney (1995 – 1997). Frequently assigned to high-profile case teams, where my duties integrated all three of these practice areas.

Required precise knowledge of: uniform state "blue sky" laws; Federal 1933 Securities, 1934 Exchange and 1940 Investment Companies and Advisers Acts; SEC practice, especially Regulation D, Rules S-X, S-K, the EDGAR system, SEC Forms S-1, N-1A, S-11,10Q/K, 8Q/K, 13D/G, B-D, U-4, U-5, ADV and FOCUS Reports, etc.. Also, NASD Rules, especially Appendix F, Rules of Fair Practice; stock exchange rules; and securities brokerage industry procedures and products generally. Also: Rules of Evidence and Civil Procedure; arbitration procedures; Administrative Procedures Act; GAAP and accounting practices; uniform corporation, limited partnership and LLC laws.

As Enforcement Attorney: Investigated complex securities fraud cases and prosecuted violations of law before state administrative tribunals. Demonstrated organizational and time-management ability to staff, budget and self-supervise 35 average concurrent cases, start-to-finish, and supervise 4 civil investigators and law clerks. Developed evidence by sophisticated analysis of financial and business transactions, interviewing techniques and interpersonal skills. Applied advanced litigation tactics, polished trial skills, persuasive writing and forceful public speaking to structure trial presentations and make oral arguments at numerous administrative hearings. Created and introduced demonstrative and documentary evidence, prepared witness testimony and conducted direct and cross-examinations. Conducted negotiations with targets and private attorneys to secure consent settlements; monitored and enforced compliance. Extensive Lexis/Nexis legal research experience to develop new legal theories. Crafted and took depositions – including video format. Drafted all legal documents: demand letters; subpoenas; interrogatories; complaints; motions; briefs; consent agreements; requested findings and orders. Coordinated with other regulators, law enforcement and prosecutors. Used extensive knowledge of the Internet to start early "cyberfraud" screening program: resulted in filing of several complaints.

As Corporate Finance Attorney: Reviewed numerous public offerings of stock, debt, limited partnerships, mutual funds and also private placements to secure full prospectus disclosure and to prevent fraud. Gauged investment risk through quantitative and qualitative analysis and understanding of U.S. and international capital markets and diverse range of business environments, industries and business plans, especially: emerging public companies and private small businesses. Developed custom computerized financial analysis tools. Required time-sensitive negotiation and polished personal skills with private attorneys and company officers to remedy deficiencies and to self-manage yearly 700+ caseload. Developed state’s review manuals for debt, equity and small business offerings. Required precise knowledge of SEC corporate finance practice.

As Supervisor, Broker-Dealer Licensing Section: Developed and implemented state's first pre-approval screening process for unethical or unqualified brokerage or investment adviser firms or employees. Negotiated and crafted conditional registration orders or secured applicant’s withdrawal. Designed and implemented nation’s first computerized program to automatically screen for and investigate "rogue brokers."

Miscellaneous duties: Lectured at 4 national seminars on securities regulation and corporate finance … Used sophisticated public policy and political analysis to form recommendations for state-wide elected administrator. Researched and drafted now-enacted regulations and statutes. Wrote interpretive opinions and "No Action" letters …. Extensive experience interacting with state and local legislators and media: wrote numerous press releases with personal follow-up to persuade opinion makers and assure positive public perceptions … Assisted with drafting "Americans with Disabilities Act" compliance manual for 250 person, 12 division office … Used detailed knowledge of Windows 95/Windows NT, Novell LAN and WAN’s, Microsoft Word, Access, Excel, PowerPoint and Wang PACE to specify hard and software purchases for and to train 30 person department. Developed custom relational databases and electronic spreadsheets for case management, financial analysis, bookkeeping, computerized demonstrative evidence and trial exhibits.

EDUCATION:

1985. Suffolk University Law School, Evening Division. Boston, MA. Juris Doctor.

1978. Boston College. Chestnut Hill, MA. Bachelor of Arts. Major: English/History.

PROFESSIONAL:

Admitted before Massachusetts Supreme Judicial Court and U.S. District Court, Massachusetts. I am currently applying for admission to the Illinois State bar and Illinois Federal District Courts and expect to be admitted by waiver by both.

CIVIC:

1991 – 2000

Bill Clinton for President Committee &

The White House Office of Travel and Advance.

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Last modified: September 13, 2008