About the Authors. Anthony J. Bellino, Esq. Thomas G. Buchanan, Esq.

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1 Anthony J. Bellino, Esq. Mr. Bellino is the director of business development and east coast operations for BloomBoard and was previously an associate with Jones Day in their Pittsburgh office. His practice focused on advising private and public companies in mergers and acquisitions. He also worked extensively on venture capital and private equity transactions, assisted clients on corporate governance and compliance issues and general corporate counseling, and advised on complex tax matters related to privately held companies. Prior to joining Jones Day, he worked for a national business consulting firm. Mr. Bellino was appointed by the mayor of Pittsburgh to serve on the Propel Pittsburgh Commission, which advises the Mayor and City Council on issues related to young professionals in the city. He received his B.A. in economics from Yale University and his J.D., cum laude, from the University of Notre Dame. Thomas G. Buchanan, Esq. Mr. Buchanan is a shareholder with the law firm of Buchanan Ingersoll & Rooney PC, based in the firm s Pittsburgh office. He is a member of the firm s Advisory Committee and co-chair of the firm s Corporate Section, as well as a member of the section s Executive Committee. Mr. Buchanan has over 25 years of experience representing clients across a broad range of corporate transactions, including mergers, acquisitions, dispositions, venture capital financings, and joint ventures. He is a trusted advisor to his clients, often serving as general counsel for companies that do not have in-house counsel. His mergers and acquisitions experience includes asset and stock purchases and dispositions, asset exchanges, mergers, consolidations, spin-offs, asset divisions, and related transactions for clients in a variety of industries including steel, telecommunications, software, lumber, plastics, security alarm, soft drink, metal hose and tubing, bellows, industrial tire, building fasteners, tool monitoring, chemicals, and publishing. Among his areas of focus, Mr. Buchanan represents local and national venture capital funds in connection with structuring, negotiating, and documenting venture capital financings. He also represents xi

2 early stage and emerging growth technology companies in connection with formation, financing, general corporate, and strategic matters. He regularly counsels management, boards of directors, and individuals on their corporate and shareholder duties, responsibilties, rights, and obligations. In this regard, he also advises shareholder groups and families seeking to transfer ownership and control of their business, often working in conjunction with the firm s tax planning and trust and estates lawyers to develop a comprehensive transition plan. Mr. Buchanan counsels and assists nonprofit organizations in connection with mergers, consolidations, and related corporate matters. He regularly counsels companies on their compliance obligations under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related matters. He received his B.S. from the University of Vermont and his J.D., with honors, from Temple University Beasley School of Law. Ibie Falcusan, Esq. Ms. Falcusan is the general counsel of Honeywell Technology Solutions, Inc. (HTSI), a wholly-owned, separately-incorporated subsidiary of Honeywell International Inc. headquartered in Columbia, Maryland and employing approximately 5,000 individuals in over 155 locations throughout 14 countries. HTSI has several business lines, including space, engineering, and operations; logistics; security solutions; and health services. Prior to joining Honeywell in 2013, Ms. Falcusan was an attorney at the law firm of Buchanan Ingersoll & Rooney PC. While in private practice she focused on government contracts and labor and employment issues. Her government contracts practice included defending and counseling clients regarding the procurement and administration of contracts, grants, and cooperative agreements. She litigated, arbitrated, or otherwise resolved claims, disputes, and terminations involving the federal government. She defended clients in government inquiries, audits, and investigations, from mandatory disclosure guidelines and False Claims Act proceedings to DCAA audits and closeouts. Her former employment practice included training federal contractors and subcontractors regarding FAR-mandatory compliance programs. Ms. Falcusan has experience in developing robust corporate codes of conduct, statements of ethics, hotline programs, workforce training initiatives, and internal auditing matrixes. She has an extensive history of defending and counseling employers on issues related to recruiting, hiring, and termination of employment; personnel policies and procedures; non-competes and restrictive covenants; large reductions in force; sensitivity and management training; and investigating claims of harassment and unlawful discrimination. Ms. Falcusan received her J.D. from Georgetown University Law Center. xii

3 Allen P. Fineberg, Esq. Mr. Fineberg is a shareholder in the Cherry Hill, New Jersey office of Flaster/Greenberg, P.C. He divides his practice between transactional business and real estate law and employee benefits matters. In the area of business and real estate law, he has extensive transactional experience, including purchase and sale of businesses, financing, secured transactions, real estate acquisition and leasing, formation of business entities, and structuring of buy-sell and other arrangments among shareholders and other principals. His employee benefits practice includes DOL and IRS benefit plan audits; participation in IRS and DOL self-correction programs; the design and implementation of all types of tax-qualified retirement plans, non-qualified deferred compensation plans, cafeteria plans, and other fringe and welfare benefit programs; compliance with DOL (ERISA) and IRS regulatory requirements affecting employee benefit plans; and addressing the benefit plan issues in bankruptcy. Mr. Fineberg has lectured on real estate and employee benefits for the Builders League of South Jersey, the Rutgers-Camden and Burlington County College business incubators, the New Jersey Institute of Continuing Legal Education, the New Jersey Society of Certified Public Accountants, and the American Society of Pension Professionals & Actuaries. Marc R. Garber, Esq. Mr. Garber is of counsel in the Cherry Hill, New Jersey office of Flaster/ Greenberg, P.C. His practice focuses on employee benefits law, executive compensation matters, ERISA litigation, and business transactions using employee plan assets, such as Employee Stock Ownership Plans (ESOPs). With more than 30 years of experience representing plan sponsors, trustees, professional fiduciaries, third-party administrators, and investment advisors, he has handled the design, implementation, and administration of broad-based qualified retirement plans, non-qualified retirment plans, and fiduciary counseling; the design and compliance of welfare plans (such as VEBAS, COBRA, HSAs, FSAs, HIPAA, and cafeteria plans), ESOPs to provide exit strategies for founding shareholders of closely held businesses using structured financial transactions to provide tax deferral, as well as ESOPs and other equity-based plans for public companies. His clients include professionals, early-stage development companies, publicly traded companies, financial institutions, professional fiduciaries and trust companies, investment advisors, and third-party plan administrators. He is a previous instructor at the Philadelphia Employee Benefits Institute, and has in the past served as a member of the American Bar Association s Employee Benefits Section. Mr. Garber has written and presented on topics including ESOPs, 404(c) compliance, executive compensation, xiii

4 ERISA fiduciary consideration, cafeteria plans, pension reform, qualified domestic relations orders, qualified default investment alternatives, and ERISA investment products. James (Jay) F. Glunt, Esq. Mr. Glunt is a shareholder in the Pittsburgh office of Ogletree, Deakins, Nash, Smoak & Stewart, P.C. He helps clients to avoid employment litigation and minimize risk through regular and proactive counseling on subjects such as reductions in force, restructurings, wage and hour compliance, the best practices for policies and procedures, hiring or firing and disciplinary decisions, work and family balance issues, and maintaining compliance with federal, state, and local laws and regulations. A significant aspect of Mr. Glunt s practice involves the management of employment litigation in state and federal trial and appellate courts and before administrative agencies. He has substantial experience prosecuting restrictive covenant and trade secret injunction actions and has developed specialized knowledge regarding the avoidance and defense of overtime collective actions and other employment class action cases. Mr. Glunt negotiates and drafts executive employment contracts and deals with issues relating to executive employment, compensation, termination, and severance. He also assists with business transactions through the review and drafting of employment forms and agreements such as employment contracts, handbooks, executive compensation plans, severance plans, release agreements, and restrictive covenants. Mr. Glunt was recognized in Philadelphia magazine as a member of the Pennsylvania Super Lawyers Rising Star list for five consecutive years from 2005 to Since 2011, he has been selected annually for inclusion in Best Lawyers in America for the practice areas of Litigation Labor and Employment, and Employment Law Management. He has obtained a Green Belt from the Legal Lean Sigma Institute and serves on an interdisciplinary team of Ogletree employees focused on improving the process of integrating attorneys newly joining the firm. D. Mark Grimm, Jr., Esq. Mr. Grimm is a shareholder with the Lancaster law firm of Blakinger, Byler & Thomas, P.C., where he practices in the areas of mergers and acquisitions, business law, business succession, and estate planning. He routinely represents clients in buying and selling businesses. He is past chair of the Lancaster Bar Association s Corporate, Business, and Bankruptcy Section, and past chair of the Lancaster Bar Association s Estate Planning and Probate Section. Mr. Grimm is a frequent lecturer and author in the areas of xiv

5 buying and selling businesses, business law, and business planning. He received his B.A., summa cum laude, from Franklin & Marshall College, and his J.D., cum laude, from Georgetown University Law Center. Jennifer R. Minter, Esq. Ms. Minter is a shareholder in the Pittsburgh office of Buchanan Ingersoll & Rooney PC, and is the co-chair of their SEC/Securities practice. She focuses her practice on a range of corporate finance matters, with an emphasis on securities transactions for private and public companies, private capital financings, mergers and acquisitions, federal and state securities law compliance, and corporate governance matters. She concentrates her practice in the areas of securities-related transactions and mergers and acquisitions transactions, involving both private and public companies, as well as funding and ongoing representation of emerging growth technology companies. Ms. Minter also assists various public companies with federal and state securities law compliance, including Exchange Act filings and Section 16 matters; assists companies in conducting private placements (including 144A private placements of debt securities) and public debt offerings; and assists clients in documenting and reviewing bank, public debt covenant, and Sarbanes-Oxley compliance issues. Perry S. Patterson, Esq. Mr. Patterson is a shareholder in the Pittsburgh office of Buchanan Ingersoll & Rooney PC, and is the chair of their Venture Capital practice. He concentrates his practice on a range of corporate finance and related matters, primarily representing clients in mergers and acquisitions, private and public financings, start-up companies in the area of corporate governance, and private capital financings. Mr. Patterson s clients include notfor-profit health-care providers, natural product manufacturers for the United States and European turf and agriculture markets, and smart-grid technology companies. Steven W. Smith, Esq. Mr. Smith is a shareholder with the Philadelphia and Princeton offices of the law firm of Buchanan Ingersoll & Rooney PC. He is a member of the firm s Corporate Finance Group and Tax Group. Mr. Smith focuses his practice in the areas of general corporate and commercial, public finance, estate planning and administration, and taxation law. In the general corporate and commercial areas, Mr. Smith handles all aspects of business planning, financing, and transactions, including mergers and acquisitions, and serves as outside general counsel to many of his clients. He also xv

6 has experience in the private placement of debt and equity securities. In the public finance area, he serves as bond counsel, underwriter s counsel, and counsel to issuers, trustees, and underlying borrowers in connection with the issuance of debt obligations by state and municipal governments, agencies, authorities, and school districts. In the estate planning and administration areas, Mr. Smith is involved in the planning and drafting of wills, trusts, general and limited powers of attorney, wealth transfer planning, preparation of federal and state estate and inheritance tax returns, as well as practice before the orphans court. In the taxation area, Mr. Smith provides federal, state, and local tax planning and representation for individuals, partnerships, limited liability companies, corporations, and other entities. He is a 1984 graduate of Villanova University School of Law. He attended Drexel University for his undergraduate education, earning his bachelor of science degree in Mr. Smith is a certified public accountant in the state of Pennsylvania (currently on inactive status). Thomas M. Thompson, Esq. Mr. Thompson is a shareholder with the law firm of Buchanan Ingersoll & Rooney PC, Pittsburgh. He works primarily in the areas of corporate acquisitions (both domestic and foreign publicly and privately held companies), private placements and public offerings of securities (having represented both issuers and underwriters), and venture capital and private equity financing. Mr. Thompson was an adjunct professor of law at the University of Pittsburgh School of Law, teaching a course on mergers and acquisitions for over 20 years. He is a member of the American Bar Association s Committee on Mergers and Acquisitions, and former chair of its Programs Subcommittee. He is also a member of the ABA s Legal Opinion Committee and serves on the Law Firm Advisory Board of the Working Group on Legal Opinions. Mr. Thompson was co-chair of the task force that authored The M&A Practice: A Practical Guide for the Business Lawyer, and was a member of the Editorial Group of the Mergers and Acquisitions Committee s second edition of the Model Stock Purchase Agreement, chairing the subgroup that drafted the model legal opinions and commentary. Mr. Thompson is past chair of the Business Law Section of the Pennsylvania Bar Association and is former chair of the Steering Committee of the Pennsylvania Bar Association s project on third-party legal opinions that compiled the first edition of the Pennsylvania Legal Opinion Deskbook. He is also formerly chair of the Business Law Section of the Allegheny County Bar Association. Mr. Thompson received his A.B. in 1965 from Grove City College and his J.D. from Harvard Law School in Mr. Thompson has xvi

7 been recognized for a number of years as a leading M&A lawyer by Chambers USA, The Best Lawyers in America and The Pennsylvania Super Lawyers list and was named by Best Lawyers as the Pittsburgh mergers and acquisitions lawyer of the year in Patrick H. Zaepfel, Esq. Mr. Zaepfel maintains a solo practice, Zaepfel Law, P.C., in Lancaster, Pennsylvania, where his practice focuses on environmental and business law. He is also the general counsel at Rettew Associates, Inc., a multidisciplinary professional services firm with eleven offices. He is a former assistant counsel at the Pennsylvania Department of Environmental Protection and formerly served as environmental and regulatory counsel with the P. H. Glatfelter Company, a global pulp and paper manufacturer. Mr. Zaepfel earned an A.B. degree in public policy studies from Duke University, a J.D. degree from the Washington University School of Law, and an LL.M. in environmental law from the George Washington University. He was a Notes Editor of the Environmental Lawyer while at GWU. Mr. Zaepfel is admitted to practice in Pennsylvania and New Jersey and is a member of the American, Pennsylvania, and Lancaster bar associations. xvii