MERRYL S. MANDUS


LEGAL EXPERIENCE

ROLADER & ROLADER, P.C. 2004-Current
Roswell, Georgia

Attorney. Corporate generalist with heavy transactional experience including reviewing, negotiating, and drafting conduit loans, multimillion dollar construction and development contracts purchase and sale agreements of land and businesses, employment agreements, confidentiality agreements and MOUs. General corporate experience includes advising on corporate transactions, such as formation, real estate and environmental due diligence, divestiture, dissolution and sales agreements. Teamed with senior partner in over 30 successful zoning cases.

SIEMENS INFORMATION AND COMMUNICATION 1999-2003
NETWORKS, INC.
Boca Raton, Florida

EMS TECHNOLOGIES, INC.
Atlanta, Georgia

GENERAL ELECTRIC, Industrial Solutions
Duluth, Georgia

Corporate Generalist/Independent Contractor Attorney. Provided general corporate legal advice for multinational companies. Managed litigation for over 50 cases; led negotiation and drafted more than 100 contracts, including lease agreements, software licensing agreements, and international joint venture agreements, including the development and marketing of new software. Assisted general counsel on construction-related disputes and litigation; assisted with preparation of responses to RFQs, provided legal advice on federal and state regulatory matters and collections; handled variety of intellectual property matters. Performed in-house legal review of company policies and procedures and marketing materials.


HEALTHDYNE TECHNOLOGIES, INC. March 1997- March 1998
(merged with Respironics, Inc. in March 1998 when
headquarters moved to PA)
Atlanta, Georgia

Corporate Counsel. Represented developer, manufacturer and distributor of high technology medical devices.
Contracts: Drafted and negotiated more than 40 agreements, including those for outsourcing, supply, consulting, work for hire, leasing, distribution, marketing, software license and acquisition agreements.
Labor and Employment: Acted as legal department liaison to Human Resources Department; drafted employment agreements.
Government: Ensured compliance with a variety of federal and state regulations, including fraud and abuse statutes.
Merger: assisted in due diligence of ultimate merger of company.


Law Offices of Merryl S Mandus1992-1996 (continuation of work performed at APAC, Inc.)
Atlanta, Georgia

Owner. Provided general corporate advice for construction companies headed by former APAC division presidents. Drafted, reviewed and negotiated a variety of corporate agreements, including operating agreements, construction agreements, non-disclosure agreements, responses to RFPs and RFQs, and employment agreements. Negotiated settlements of construction claims. Provided legal advice to all internal departments regarding various legal issues, including OSHA compliance, labor practices, drug testing, DOT and other relevant regulatory issues. Drafted employment agreements, confidentiality agreements, minutes to board meetings and other miscellaneous corporate documents. Drafted protests to contract awards. Drafted and assisted with negotiation of merger and acquisition agreements and related documents and conducted legal due diligence review of companies.

APAC, Inc., a subsidiary of ASHLAND OIL, INC.1985-1991 Atlanta, Georgia

Corporate Counsel. Represented clients in construction, engineering and architectural matters for subsidiaries of a multinational corporation.
Contracts: drafted and negotiated more than 200 construction related contracts, involving owners, general contractors, subcontractors and suppliers of materials and equipment; drafted and negotiated land leases, form lease agreements and form subcontracts; negotiated and drafted complex settlement and escrow agreements.
Corporate: advised various levels of management on all applicable developments in various laws, regulations and consent orders, with an emphasis on antitrust laws; prepared minutes; created curriculum and led in house seminars on compliance.
Bonds and Liens: ensured compliance with Miller Act, Little Miller Acts and state lien laws, and pursued all rights available under these laws.
Labor and Employment: provided legal advice on labor and employment law; drafted drug-testing and other personnel policies; advised on workmans compensation issues, labor disputes and arbitration; investigated and defended more than 50 discrimination claims, OSHA and MSHA violations and unfair labor practices.
Litigation Supervision: devised strategy for litigation; drafted complaints, discovery and motions; supervised outside counsel in eleven states covering more than 100 cases.
Acquisitions and Divestitures: led efforts in all phases of over 10 corporate acquisitions and divestitures, including due diligence, negotiating and drafting agreements.
Government: ensured compliance with a variety of federal, state and local regulations, including GA DOT and FHA; drafted protests to contract awards.
Environmental: advised on environmental matters; assisted in developing an extensive company-wide audit program, initially to determine, and subsequently to ensure, compliance with all applicable environmental laws and regulations.
Other: investigated and advised on a variety of criminal issues and pursued large accounts receivable.


EDUCATION

EMORY UNIVERSITY SCHOOL OF LAW; J.D. 1985

STATE UNIVERSITY OF NEW YORK AT ALBANY; B.A. 1982
Major: Political Science; Minor: Spanish

PROFESSIONAL
American Arbitration Association. Acted as arbitrator on commercial and construction panels between 1990 and 1997. Arbitrated contractual disputes and construction-related cases, including residential and commercial claims.

Admitted to practice in Georgia and Florida

REFERENCES
Frank Marro, Managing Director and Chief Investment Officer, North American Equity Ventures, General Electric
Cory Heith, General Counsel, Siemens Information and Communications
Shiela Burks, Assistant General Counsel, LXE Technologies