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Andrew M. Tucker
( Partner, Andrews Kurth LLP )

Bio

Andy Tucker’s broad corporate securities practice includes the representation of issuers and underwriters in capital markets transactions, venture capital/emerging company work, mergers and acquisitions and buy-out fund work. Andy has completed public offerings for clients in a wide variety of industries, including software, online retailing, professional services, biotechnology, financial services, manufacturing and REITs. Andy has represented issuers and buyers in PIPE transactions. He regularly counsels clients in their ongoing reporting requirements and on compliance with federal and state securities laws. Andy represents numerous start-up companies in structuring their business, locating capital and building a strong foundation for the growth of their business. He also represents venture capitalists and other institutional and individual investors in these companies. Andy has completed numerous public and private mergers and acquisitions representing financial and strategic buyers, sellers and controlling stockholders. He regularly represents buyers, sellers and investment banks in the review of fairness opinions and related proxy disclosures. Andy has been a panelist on numerous discussions regarding securities laws topics, such as the public offering process and compliance with the mandates of Sarbanes-Oxley.


Click Here for Slides on Stock Options by Andrew C. Tucker

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Matthew Hoeg
( Partner, Andrews Kurth LLP )

Bio

Matt has broad experience in employment, personal injury and fiduciary litigation. He practices in both state and federal court, handling litigation at both the trial and appellate levels. Matt also handles matters before or involving the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Texas Commission on Human Resources, the Texas Workforce Commission, the Department of Labor, and other agencies involved in workplace issues and disputes. He advises employers, boards of directors and company matters concerning all types of employment-related matters. Matt also represents clients in fiduciary and other litigation, and advises and represents employers and businesses with respect to workplace safety matters, including plant and factory incidents. He typically represents clients in the federal and state courts of Texas, but he has handled cases in federal and state courts in California, Indiana, Louisiana, Florida, West Virginia, Arizona and Illinois. REPRESENTATIVE EXPERIENCE Successfully represented and defended a large financial services company against a multimillion dollar breach of fiduciary duty claim brought by a business partner. (2005) Successfully represented and defended a mortgage brokerage company against claims of fraud, breach of contract and RICO liability brought in multiple lawsuits arising out of the financing of thousands of home purchases. (2005) Assembled and led a response team of attorneys that were on site within hours of plant/factory catastrophes and coordinated and handled subsequent interactions with the Occupational Safety and Health Administration, other federal and state investigatory agencies, and provided legal guidance with respect to investigating the cause of a catastrophe, bringing the plant/factory back onto line, and managing the administrative and judicial proceedings arising from the catastrophe (on multiple occasions from 1995 through 2005 for the clients involved in the petrochemical, metal fabrication and plastics industries). Successfully helped to negotiate a nationwide settlement of workplace safety violation claims brought by OSHA against an aerospace company that provides contract services to the United Stated Department of the Army at various forts and other locations throughout the United States. (2005)


Click Here for Slides on Non-Disclosure Agreements (NDAs); Non-Competes by Matthew Hoeg

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Kevin Antler
( EVP & Chief Operating Officer, KnowledgeBank Inc. )

Bio

Kevin Antler, co-founder and Chief Operating Officer of KnowledgeBank, Inc. is an entrepreneur and senior human resources professional with more than seventeen years of proven leadership in numerous HR services roles in multi-industry environments. His company, KnowledgeBank, was selected by Inc. magazine as one of the 500 fastest growing companies in America for 2007, and has been recognized by Washington SmartCEO Magazine as one of the fastest growing companies in the Greater Washington region for the past two years. Kevin leads KnowledgeBank’s commercial human resource management outsourcing and consulting practice that provides human capital management (HCM) guidance, knowledge, expertise and support to companies in the technology, software, professional services, government contracting, manufacturing, and real estate sectors. Prior to joining KnowledgeBank, Kevin was Vice President with Drake Beam Morin (DBM), a global human capital consulting firm. In this role, he helped lead DBM’s human resources consulting practice in the Greater Washington, DC region, providing HR consulting services and managing client relationships with organizations in the professional services, telecom, finance, software, aerospace and defense, nonprofit, biotech and technology sectors. Previously, he was a consultant with Gap International, Inc., a firm specializing in building sustainable breakthrough enterprises through strategy development, execution and leadership development for Fortune 500 and smaller, entrepreneurial organizations. He also brings significant leadership and general management experience from various operational roles with the National Marrow Donor Program. Kevin is the current president of the Business Alliance of George Mason University, and serves on George Mason University’s School of Management Advisory Board. He has held leadership roles and is active with numerous other professional organizations, including the Northern Virginia Technology Council, the Society for Human Resource Management (SHRM), the Association for Corporate Growth (ACG), the Small and Emerging Contractors Advisory Forum (SECAF), the HR Leadership Forum (HRLF), the American Society of Association Executives (ASAE) and the GWSAE Network. He earned his MA in Human Resource Management, with honors, from Marymount University and received his BA in Speech Communication from George Mason University. He is certified as a senior professional in human resources (SPHR) by the Human Resource Certification Institute, the credentialing arm of the Society for Human Resource Management. In 2005, Kevin was a recipient of Human Capital magazine’s Future HR Leader Award, an honor that celebrates the contribution of business leaders who are shaping the future of the HR industry.


Click Here for Slides on Founders Employment Agreement by Kevin Antler

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Reference and Readings

Employment Agreements

http://www.growingventures.com/legal/legal2.html

http://www.invention-protection.com/ip/publications/docs/
Non_Compete_Agreements_Face_Difficult_Tests_in_Ohio.html

http://www.rovlaw.com/Founders_Agreements.htm

http://www.growingventures.com/legal/legal5.html
http://www.nolo.com/lawcenter/ency/article.cfm/ObjectID/4E3C9751-CE3F-40E2-869381320F438820/catID
/561FF7A5-12CD-4059-8EA7DE4254733BE3
http://jobsearchtech.about.com/library/weekly/aa-nondisclosure.htm
http://www.growingventures.com/legal/legal3.html
http://www.nolo.com/lawcenter/ency/article.cfm/ObjectID/2ECF62E6-B334-4E83-9A94FA20A3FAFD38/catID
/1FBE2D95-203C-4D38-90A2A9A60C6FD618
http://www.officedepot.com/renderStaticPage.do;
jsessionid=0000PXIF2ZQZA3CVSYBXNZH0E2I:ujaeagu5?context=/content&file=/BusinessTools/text/P05_5750.jsp
http://www.bnabooks.com/ababna/annual/2000/outten2.pdf
http://executiveemploymentagreements.com/docs/ChecklistDraftingAgreement.pdf
http://www.wired.com/news/business/0,1367,62156,00.html?tw=wn_tophead_1

http://www.utsystem.edu/ogc/intellectualproperty/contract/consult.htm
http://contracts.corporate.findlaw.com/agreements/martha/marthastewartemplyagt.html
http://contracts.corporate.findlaw.com/agreements/imagistics/gifford.emp.2002.01.08.html
http://www.uslegalforms.com/employmentforms/maryland-employment-forms.htm
http://contracts.corporate.findlaw.com/agreements/invision/bruening.emp.1998.01.01.html
http://www.pacpubserver.com/new/business/2-16-01/noncompete.html