JONATHAN K MILLER

**** ********* **, ****** **, *4012

acw7q9@r.postjobfree.com

773-***-****

LEGAL EXPERIENCE

SOLE PROPRIETOR, Kansas City Area and Greater Chicago Area Securities Law and Corporate Law Attorney, October 2015- Current

• Form private offerings for domestic/offshore hedge funds, private equity ventures and real estate funds: draft private offering documents, PPMs and conduct blue-sky research in each state.

• Conduct compliance work for public companies, broker/dealers, investment advisers, proprietary trading firms: drafting and updating Written Supervisory Procedures, Form ADV, Code of Ethics, AML Policies and all required compliance documents to be registered with the SEC, CFTC, FINRA, NFA, private exchanges and state regulatory departments .

• Analyze, draft and negotiate corporate documents, including: complex commercial contracts, Asset Purchase Agreements, bank loan/financial documents, Operating Agreements, corporate governance, Stock Redemption Agreements, Promissory Notes, Employee Stock Incentive Plans and wide variety of other corporate transactional documents.

• Negotiate and draft documents to complete mergers and acquisitions while managing risk and evaluating tax consequences.

• Broad experience in transactional law and advising entities regarding the structure and formation of companies from business start-ups, to well established public companies.

• Advise clients regarding protection of intellectual property, drafting and negotiating Confidentiality Agreements and Non-Compete Agreements with future and former employees and business entities.

• Negotiate and draft commercial real estate sales documents and leases. LAVELLE LAW, Palatine, Illinois

Securities Law and Corporate Law Attorney, 2014-2015

• Advise clients on mergers, business development and combinations, commercial contracts and deploy strategies for acquisitions or sale of asset or stock and related consequences.

• Advise clients on the implementation of the Jobs Act and its implications on revised Regulation D to raising capital through private offering crowdfunding platforms.

• Formation of trading firms: specializing in trading currencies, options, alternative investments, commodities traders, securities firms, real estate funds and public companies. VANASCO GENELLY & MILLER, Chicago, Illinois

Securities Law and Corporate Law Attorney, 2003-2014

• Preparing Form S-1 and S-3 public offerings on EDGAR in compliance the Securities Act of 1933 and Exchange Act of 1934.

• Compliance work for a variety of public companies, securities firms, broker/dealers, hedge funds, real estate funds, venture capital firms, proprietary trading firms, registered investment advisers, mutual funds, commodity pool operators, commodity trading advisers, alternative energy arbitrage companies and public companies.

• Advise clients on recent changes in securities laws, including, Dodd-Frank which affects many areas of securities laws and the many rules promulgated under Dodd-Frank by the CFTC and SEC.

• Register clients as broker/dealers with FINRA on Web-CRD and exchanges and assist broker/dealers to interpret and comply with FINRA Rules.

• Register Investment Advisors on IARD with the SEC or state securities departments and assist in ongoing compliance with the Investment Advisers Act of 1940.

• Form and advise mutual funds and provide ongoing compliance work, draft registration statements and update the mutual funds’ prospectus to comply with the Investment Company Act.

• As senior associate, meet with existing and potential clients of the firm to sell the firm’s services, estimate total project costs and legal fees and managed all junior associates and support staff.

• Draft, file and negotiate answers to CFTC enforcement actions regarding CFTC and NFA rules and assist clients answering Wells Submissions and a variety of enforcement actions.

• Research, draft, and file Section 16 forms on EDGAR to disclose insider ownership in public companies and draft and filing annual reports, quarterly reports, and periodic reports.

• Assist clients to prepare for corporate transactions and draft documents that plan for potentially future risk not considered by the client at the time of the transaction.

• Assist companies with general contract reviews, dissolutions, reorganizations, separation of assets after a change of control of a business due to economic conditions, the death of management or control of the leadership of the company.

• Counsel clients on assuming liability of previous entities, draft documents and structure transactions to avoid liability, consider tax consequences of transactions and assist with reorganization of entity.

• Counsel diverse entities: restaurant franchise, grocery store, mason contractor, food processing entity, aerospace company, vehicle parts manufacturer, packaging company, vitamin manufacturer, internet sales company, beverage bottling, software developer and other private businesses.

• Tailor communication and legal advice to an individual clients experience, education and skills. HOLLIS LAW FIRM, Prairie Village, Kansas

Law Clerk, 2000-2002.

OTHER EXPERIENCE

CRITTENTON BEHAVIORAL HEALTH, Kansas City, Missouri Counselor, 1997-2000.

WESTERN ILLINOIS UNIVERSITY LIBRARY, Macomb, Illinois Research Assistant- Legal Documents and Government Publications Department, 1995-1998. WESTERN ILLINOIS UNIVERSITY, Macomb, Illinois

Research Assistant, 1995-1998.

EDUCATION

UNIVERSITY OF MISSOURI – KANSAS CITY, Kansas City, Missouri

• Juris Doctor, May 2003

• Grade Point Average: 3.27; Class Rank: 36/155.

• Urban Lawyer Law Journal – ABA Journal.

WESTERN ILLINOIS UNIVERSITY, Macomb, Illinois.

• Bachelor of Science, summa cum laude, May 1998.

• Psychology, minor in Human Resource Management.

• Grade Point Average: 3.94; Class Rank: Top 5%.

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