Frantz, McConnell & Seymour, LLP

Several of our attorneys are well versed in exploring alternative approaches to dispute resolution are listed pursuant to the Rules of the Tennessee Supreme Court as "Rule 31 Mediators." Many of our firm's clients have found that out-of-court resolution disputes utilizing a neutral third party is proven, cost effective, and a time efficient alternative to the traditional litigation process. The national and regional trend toward Alternative Dispute Resolution is gaining broad acceptance in both the business and legal communities, particularly the use of mediation and arbitration. Our attorneys have experience in representing clients in mediation and arbitration as well as acting as a mediator or arbitrator. We have represented both business entities and individuals.

We practice in all facets of creditor's rights and bankruptcy law, primarily on behalf of creditors. We represent creditors and court-appointed trustees in Chapter 11 reorganization and Chapter 7 liquidation cases. We provide creditor representation in Chapter 13 wage-earner cases as well. The firm is skilled in handling contested matters and bankruptcy adversary proceedings, including preference, fraudulent conveyance, relief from automatic stay, turnover actions and other controversies arising within proceedings under the Bankruptcy Code. We regularly provide the following services: • Recovery and collection actions, including security deed, UCC and lien foreclosures in matters outside of bankruptcy. • Representing financial institutions, and other lenders, franchisors, account creditors, insurance companies, landlords, tenants, business owners, bidders and purchasers of the Debtor's assets or business, secured and unsecured creditors and other interested parties in Chapter 7, 11 and 13 bankruptcies and matters arising therein. • Representing purchasers and sellers and structuring transactions for the purchase of businesses and/or assets in both bankruptcy and non-bankruptcy settings.

At Frantz, McConnell & Seymour, LLP, we are involved in all areas of business litigation, representing both businesses and individuals of all descriptions, national, regional and local. Our services include: •Contract disputes •Lease disputes •Shareholder derivative suits •Enforcement of creditor's rights •Business fraud and misrepresentation •Insurance coverage issues •Corporate and partnership issues •Competitive business practices •Transactional disputes •Real estate and construction issues •Business torts •Debt collection and foreclosure •Officer and director liability •Employment law •Toxic torts

We have extensive experience in providing counsel to the owners and management of existing and newly formed organizations over the entire range of issues that affect the establishment and operations of business and nonprofit entities, including: •Selection of proper form of organization (corporation, partnership, limited liability entity) •Development of new entity documentation (articles, bylaws, partnership agreement, operating agreement) •Agreements for the sale, purchase and lease of property, goods and services •Counseling in dealing with government regulatory agencies and regulation •Assistance with the sale and acquisition of businesses •Mergers and acquisitions •Liquidation and dissolution of businesses •Non-competition agreements

We represent individual and corporate clients in civil litigation in all federal and state courts in East and Middle Tennessee. Our lawyers are regularly involved in jury and non-jury trials, motion practice, injunctions, enforcement of judgments, landlord-tenant, arbitration and mediation of contested civil matters.

The attorneys at our firm provide specialized legal assistance on a broad range of issues from negotiation and preparation of construction contracts to complex construction litigation, arbitration, and other dispute resolution. We have represented contractors, owners, and design professionals. We have represented parties with contracts for major federal government construction projects. We are able to quickly address any legal problem that may arise during the course of a construction project. We have extensive experience in Mechanics and Materialmans Lien laws and have an attorney who served on the Tennessee Bar Association Committee that drafted the proposed legislation that was enacted to revise the laws.

Being charged with a crime can be an extremely stressful and life changing event. In today’s complex legal environment, it is easy to run afoul of federal or state criminal statutes. Whether a misdemeanor or a felony, there is a lot at stake when charged with a crime. We provide an aggressive defense that seeks to protect our clients' futures. Our attorneys will explain the charge, the proceedings, defenses and possible consequences. We stand with you to protect your rights and your freedom by being experienced and prepared to defend your case at trial. Our attorneys also provide representation in cases involving administrative regulations or local ordinances. These can involve fines and loss of licenses. Our attorneys are prepared to help our clients to prevail at administrative hearings or in court.

At Frantz, McConnell & Seymour, LLP our attorneys have expertise in the intricacies of ERISA law and have represented clients involved in complex litigation concerning issues under employee welfare benefits plans governed by the Employee Retirement Income Security Act, including: •Health insurance claims •Disability benefit claims •Life insurance claims

We work with each client to understand the unique set of circumstances affecting family and personal issues, being sensitive to the particular family dynamics of each individual client. We help our clients find long-lasting solutions to their legal problems. Our lawyers always represent the best interests of our clients as well as those of their children. Whether a particular situation is resolved by agreement or litigation and court orders when necessary, we are prepared to fight for what you are entitled to in any circumstance, including: •Alimony •Child custody •Child support •Conservatorships •Debt division •Divorce •Guardianships •Paternity •Pre and Post Nuptial Agreements •Post-decree modifications •Property and asset division •Visitation and parenting plans If you and your spouse are already represented by counsel and are in search of a Family Mediator to mediate either your Custody/Parenting Plans, Property/Asset division, or other domestic issues, our Supreme Court Approved Rule 31 Family Mediators, who have years of mediation experience in both East and Middle Tennessee Counties, are prepared to assist you and your spouse in your efforts to resolve your differences without the expense of unnecessary litigation.

We have a long and distinguished history representing insurance carriers and self insurers in all aspects of policy claims and coverage matters for general and excess liability, property, health and life policies. Our lawyers are called upon to represent insurance clients in first-party claims litigation, and in declaratory judgment actions pertaining to coverage issues. We regularly advise insurance clients on matters that present the potential for future litigation and respecting coverage questions. We have the capability to provide complete service whether the litigation issues involve motor vehicles (motor/common/contract carriers), products liability, premises liability, property damage (e.g., thefts, arson and fraudulent misrepresentation), professional malpractice and workers' compensation defense.

Representation of Employers Employers face an ever-growing list of federal, state, and local laws, rules, and regulations concerning employment activities. In addition to providing representation to employers in litigated matters, we will advise you on how to avoid costly employment-related litigation. We work closely with human-resources personnel to review employment policies and evaluate the need for updating and revising existing policies. We can also represent you through all aspects of labor management relations, including labor agreement negotiation and labor arbitration. We will help you negotiate the employment law labyrinth, including the following areas: •Discrimination, retaliation, and harassment •Wage and hour issues under the Fair Labor Standards Act •Family and medical leave •Disability issues •Employment restrictive covenants, including non-compete, non-solicitation, non-disclosure, and no-hire agreements •Employee benefit issues •Charges of discrimination filed with the Equal Employment Opportunity Commission (EEOC) and State agencies •Employment contracts, employee handbooks, manuals, application forms and employment policies and procedures Representation of Employees Employees who have lost their jobs, or who are subjected to unlawful acts of discrimination, retaliation or harassment in the course of employment need immediate legal assistance in order to protect their rights. Losing a job or having to tolerate illegal working conditions is highly stressful. We will work with employees who are experiencing these problems to stop unlawful workplace conduct before it causes additional economic or emotional harm. For those who have already lost a job, we will pursue all remedies to compensate the employee for the losses they have sustained. We have successfully represented employees in the following areas of employment law: •Discrimination, retaliation and harassment •Wage and hour issues •Disability issues •Employee benefit issues •Family and Medical Leave •Employment contracts •Contracts not to compete or engage in competitive activity

Most of the attorneys at Frantz, McConnell & Seymour, LLP practice in the area of civil litigation, in all state and federal courts, at both the trial and appellate levels. We represent defendants and plaintiffs in all manner of civil litigation, including personal injury, wrongful death, workers' compensation and products liability. The Tennessee Jury Verdict Reporter has consistently identified our firm as one of the most prolific trial law firms in the state of Tennessee since 2006. In addition, our attorneys have a broad range of business and commercial litigation experience which include bankruptcy, labor and employment, environmental law, and constitutional law. We also represent numerous individuals and corporate clients as general counsel. In addition to litigation before state and federal courts, administrative tribunals and boards, our attorneys represent clients in mediation, arbitration and other alternative dispute resolution. Our client base includes national, regional and local corporations as well as insurers, self-insurers and individuals.

We are available to partner with out-of-state attorneys to serve their clients locally in any of our practice areas.

The mining, oil and gas industry has seen a revival in recent years and our firm has an extensive background and experience with the legal issues involved in this sector which precedes the recent changes and renewed interest in mining transactions. For many years we have been involved in the acquisition, lease and sale of mining and mineral interests and gas and oil rights, including severance of surface rights; the acquisition, permitting and expansion of quarries; as well as the sale of major mining operations and high profile mergers, including the severed minerals. In addition, our attorneys have the knowledge and experience to advocate your rights in litigation over disputes that can arise in this industry.

Our lawyers are regularly involved in representing injured individuals in personal-injury lawsuits related to automobile accidents, workplace accidents, defective products, wrongful death, construction defects and premises liability. We have successfully pursued claims on behalf of our clients resulting in numerous settlements or judgments of significant value. We also represent persons and entities who are sued for personal injuries alleged to be the result of negligent operation of vehicles, workplace accidents, defective products, dangerous or defective premises, wrongful death and many other theories of civil tort liability. We defend both self-insured and insured clients. Our attorneys' extensive experience in defending personal-injury claims allows us to represent our clients in an efficient and cost-effective manner.

FMS provides a full range of estate planning services to individuals and families and succession planning for small and midsized businesses. Attorneys practicing in our Private Client Services Group have training and experience in the evaluation and assessment of estate planning needs, including both estate and income tax planning, and planning for the management of estate or business assets during disability. Estate planning attorneys strive to provide family members with the flexibility necessary to deal with unforeseen family circumstances, including an unexpected death in the family. The estate planning attorneys at FM&S have the necessary knowledge of options available to implement an estate plan, both prior to and following a death in the family, that will provide that flexibility. For those individuals and businesses in a lawsuit or other legal proceedings involving the control or disposition of estate or business assets, our attorneys also have litigation experience to provide top-notch representation for the protection or preservation of your interests. What We Do For You The attorneys in our group provide a full range of estate planning for individuals, families and businesses, which includes the following: • Wills – With or Without Trust Provisions • Powers of Attorney – Financial & Healthcare • Revocable Trusts – Creating & Funding • Irrevocable Trusts – Insurance Trusts, Charitable Trusts, Asset Protection Trusts • Special Needs Trusts • Estate & Income Tax Planning • Formation of LLC’s & Corporations • Business Succession Plans • Operating Agreements for LLC’s Who We Serve In addition to planning on the front end, the attorneys in our group provide the following litigation services associated with the protection of you or your loved one’s estate during disability and the administration of wills and trusts following your death: • Guardianship/Conservatorship Proceedings – Contested & Uncontested • Probate of Wills – Limited or Small Estates and Full Administration • Asset Transfers without Probate • Trust Administration • State & Federal Tax Compliance (Tax Returns and Other Tax Filings) • Contested Probate Matters & Will Contests • Surviving Spouse Claims/Disputes • Prosecution & Defense of Claims by Executors/ Administrators

We represent product manufacturers, both foreign and domestic, component part manufacturers, exporters, importers, distributors, and retail sellers of products in defective-product litigation involving claims of strict liability, breach of warranty and negligence. We have also represented individuals injured by defective products to assist them in recovering compensatory and punitive damages for the injuries, medical expenses, impairment, lost wages, pain and suffering, and other losses. Tennessee products liability law has numerous unique features. We help our clients to navigate through statutes and case law for a successful outcome.

We have extensive experience in the complete range of transactions involving real estate. From conception to transaction closing, our experience allows us to help our clients foresee and avoid costly problems. In addition, we are able to bring our expertise to bear in other areas, including litigation and tax issues. Our lawyers represent purchasers, sellers and lenders in all aspects of real estate transactions, from negotiations through closings, including document preparation and review of title. We regularly represent property owners, contractors, subcontractors and material suppliers regarding lien-law issues; and we have expertise in the representation of both lenders and borrowers in connection with foreclosures. Additionally, the firm provides representation of landlords and tenants regarding both residential and commercial leases, including communications-tower leases and lease acquisitions. Real estate services provided by the firm include: •Negotiation and preparation of contracts for the sale and purchase of commercial land and buildings. •Assisting buyers in carrying out due diligence review responsibilities under sales contracts, including survey, environmental and governmental approval issues. •Negotiation and preparation of commercial leases on behalf of landlords and tenants, including office, multi-family and retail leases. •The formation of entities for the purpose of holding title to land and improvements, including limited liability companies. •Zoning and land use matters. •Review of contracts regarding the construction of improvements and the development of real estate projects, including agreements with contractors, architects, engineers, brokers and other providers of services. •Furnishing advice and litigation services in connection with a wide range of commercial real estate issues, including breach of contract, landlord/tenant and lender/borrower issues. •Representing lenders and borrowers in connection with all aspects of construction and permanent financing, including document preparation and closing. •Workouts and bankruptcy. •Negotiation and preparation of management agreements, restrictive covenants, easement agreements, condominium documents and a wide variety of other agreements relating to the development of real estate.

There are times when most every business, regardless of size, needs qualified and experienced legal counsel. Frantz, McConnell & Seymour’s Small Business Practice Group is able to fulfill your need for companies and responsive legal counsel. FMS provides a full range of legal services to small and mid-sized businesses whether you are an established corporation or a start-up company. Attorneys in our Small Business Practice Group have experience in the full array of situations that a business might encounter from routine transactions and contracts to bet-the-company litigation. Our Small Business Practice Group’s primary goal is to keep you out of the coutroom; however, should a discoute arise, FMS has an extensive and successful litigation practice and will zealously represent your interests. What We Do For You We work with individuals, partnerships, corporations, and the full range of business entities, locally and state-wide, to assist them in structuring, managing, protecting and growing their businesses. Our capabilities and experience include: • Contract review, preparation and negotiation • Employment and human resources matters • Employment litigation • Zoning and land-use compliance and litigation • Real estate transactions • Trade-secret protection • Creditor Rights • Bankruptcy • Formation and dissolution of business associations • Property tax assessment disputes • Mergers and acquisitions • Commercial liens • Garnishments • Commercial litigation • Non-disclosure and non-competition agreements • Business planning and liability risk assessment Who We Serve Our clients range from national corporations engaging in complex litigation to local small businesses with real estate transactions, mergers and acquisitions, business formation and dissolution and virtually any situation that requires the skill and insight of competent and experienced legal counsel. Specifically in regard to small businesses, our attorneys have represented a wide assortment of industries, including: • National and Regional Banks • Title Insurance and Real Estate Brokerage Firms • Residential and Commercial Real Estate Developers • Mining and Aggregate Companies • Construction Companies • Healthcare Providers • Professional Service Firms (Accounting, Engineering, Architectural, etc.) • Food Service and Supply Companies • Nursing Home and Health Care Facilities • Internet Service Developers and Web Developers • Commercial and Residential Leasing Companies • Hospitality Companies (Hotels and Restaurants) • Transportation Providers • Amusement Providers • Alcoholic Beverage Distillers and Brewers • Tobacco Sellers and Producers

Our firm regularly assists clients with tax issues ranging from tax planning, assistance with tax return preparation, tax audits and dispute resolution, and tax litigation. Our tax planning practice focuses on assisting our clients in taking advantage of planning opportunities at both the federal and state level with respect to income taxes, estate/inheritance and gift taxes, sales and use taxes, and property taxes, as well as assistance with all types of tax return preparation. We also represent both individuals and businesses in all types of federal and state tax disputes and litigation involving: income taxes, estate/inheritance and gift taxes, franchise & excise taxes, sales & use taxes, and property taxes. We assist our clients in dealing with many governmental agencies, including both the Tennessee Department of Revenue and the Internal Revenue Service. Our goal is always to resolve our clients' tax dispute as quickly and efficiently as possible. However, if litigation becomes necessary, our tax attorneys are licensed to practice in all levels of Tennessee state courts and Federal courts, including the U.S. Tax Court.

Our firm represents national title insurance companies and their insureds, including banks, lenders, businesses and individuals in resolving title disputes and problems with clear title to property. Our goal is always to represent the best interests of our clients; and we accomplish this by analyzing every new situation and aggressively pursuing the best course of action – whether timely litigation or a simple corrective document filed with the Register of Deeds.

Our skilled and experienced attorneys have been involved in complex toxic-exposure litigation concerning materials ranging from Asbestos to Zinc, and assisted our clients in resolving these exposure disputes efficiently and economically. Our trial attorneys represent manufacturers, distributors, retailers and other clients facing litigation of toxic tort liability claims. Our toxic tort defense attorneys analyze the case and develop the most effective defense strategy possible.

We provide extensive estate planning services to assist you in designing plans to meet your specific wishes for the management and transfer of wealth during life and after death. Our goal is to create a comprehensive estate plan for you, whether your estate is small or extensive, addressing your individual family relationships and financial issues. We will design a plan that accounts for both state and federal estate taxes. We can prepare both basic and sophisticated services for estate planning and wealth preservation including: •Drafting and implementing of: ◦Wills ◦Trust Agreements (Testamentary and Lifetime) ◦Powers-of-attorneys ◦Advance medical directives •Estate planning, both before and after death •Administration of wills, trusts, and estates •Fiduciary litigation, representing both individuals and corporate fiduciaries and beneficiaries •Providing advice to fiduciaries and beneficiaries •Tax planning We also maintain an active probate practice that includes assisting families and individuals with probate and administration of the estate. We represent executors and administrators of decedent's estates and trustees of trusts who are managing the transfer of personal and business assets. We will assist fiduciaries with estate tax returns and all court filings for a smooth administration. We also represent you in guardianships for minors and conservatorships for incapacitated adults, and we provide legal representation of fiduciaries and beneficiaries in will contests.

We have an experienced team of attorneys who daily practice in all areas of workers' compensation from advising employers, insurers, and self-insured employers on risk reduction and cost containment to litigation and potential mediation of compensation cases. We believe the key to successful representation of employers and insurers in the workers' compensation arena is establishing relationships with employers and understanding the nature of their businesses. We also counsel extensively with employers and insurers on related and overlapping issues such as compliance with Drug-Free Workplace Program requirements, Family and Medical Leave and Americans with Disabilities Act issues, as well as other "pre-accident" planning to help employers manage workers' compensation claims more effectively. We stay abreast of current employment issues that can impact a claim and advise our clients accordingly. We also have a strong employment law contingent that specializes in complex issues, offering our client well rounded representation in the employment arena. Our firm provides seminars for claims adjusters on various workers' compensation topics, including filing claims, handling the medical portion of claims, and recent changes in the law.

We have extensive practice effectively representing clients in negotiations at the state, county, and municipal levels of government in Tennessee. We routinely appear before governmental agencies and regulatory boards to assist clients in obtaining rezoning requests, plat and site-plan approvals, variances, consents, licenses, authority, permits, rights and waivers from governmental agencies including the fields of zoning, land use and planning, tax appeals, and environmental law. We have long served as counsel to the Knoxville Transit Authority and to the Knox County Emergency Communications District (E-911). We will represent you before the following: •Metropolitan planning commissions •Regional planning commissions •Zoning appeals boards •City and county commissions •Councils and Boards of alderman •Tennessee Occupational Safety and Health Administration •Tennessee Department of Labor •Tennessee Department of Environment and Conservation •Tennessee Board of Equalization Additionally, we have represented governmental entities and their employees involving regulatory matters, drafting and promulgating administrative rules, ordinances and regulations, disciplinary, hearings, contractual matters and other transactional business, and in litigation involving a wide range of issues including tort liability and contractual disputes. We understand that your objective is to have your project, permit or request approved, but sometimes it becomes necessary to challenge denials and delays in the approval system. Our attorneys have the experience and resources to represent you in such matters if litigation becomes necessary.

Under Tennessee law, a state court may establish a court-supervised guardianship (for a minor) or a conservatorship (for an adult). The guardian or conservator will be given court authority to make decisions for the minor or adult, and to control the finances for that individual. These appointments are strictly controlled by Tennessee law, and the appointed guardian or conservator is held to a high standard in caring for their loved one. Mental incapacity or advanced age can be a triggering cause for the need of a conservatorship. When someone can no longer make their own financial decisions, or may be in danger of being exploited, a conservatorship is often the only option. We have experience in representing both guardians and conservators and before the courts of East Tennessee. In addition, we can assist those who believe that a loved one has been taken advantage of or exploited by their guardian or conservator, and would like to file a claim for such abuse. Please contact any of the attorneys below, if you would like to speak to us about either a guardianship or conservatorship issue.

Our firm provides legal assistance for individuals and couples who are going thru the adoption process. We prepare and file the necessary legal documents with the Court that are required for the adoption. We also represent our clients during the Court hearings and approvals that are necessary for the adoption to be completed. Our firm appreciates the tremendous positive impact that adoptions have on the adopted children, their adoptive parents, and our society in creating wonderful families, and we are proud to have the opportunity to be a part of the legal process that unites children and their adoptive parents as a family.