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Pocket MBA Fall 2013: Finance for Lawyers


Speaker(s): Bartholomew A. Sheehan, III, Bradley H. McGrath, Dana G. McFerran, Daniel V. Dooley, Sr., CPA, Dubravka K. Tosic, Ph.D., Ewa Knapik, Gabriel Saltarelli, George Carbone, James J. Agar, Jeffrey L. Rothschild, Jennifer A. Paradise, Joseph B. Nuzzolo, Mark S. Radke, Nels A. Pearsall, Patricia A. Etzold, Philip J. Antoon, Pieter Lesterhuis, Richard J. Bernard, Sandra Maria T. Parrado, Shaan Elbaum, Steven L. Skalak
Recorded on: Oct. 10, 2013
PLI Program #: 41761

Counsel

Mark S. Radke focuses his practice on defending corporations and individuals in U.S. Securities and Exchange Commission (SEC) enforcement proceedings and counseling clients on compliance and corporate governance issues.

Experience

Mr. Radke has represented public companies, audit committees and various executives in SEC investigations into financial reporting and accounting fraud, Foreign Corrupt Practices Act violations, alleged insider trading, and violations of various broker/dealer and investment advisory rules and regulations. He also has experience conducting internal investigations, and he has defended clients in state and federal criminal investigations and inquiries into securities-related matters.

Publications

"U.S. Law – The Foreign Corrupt Practices Act and Beyond," in International Corruption Law (2010)

"Does Severe Punishment Deter Financial Crimes?" (co-author) University of Charleston Law Review (Spring 2010)

Speeches and Presentations

"Current FCPA Issues in the Medical Device Industry," (co-speaker) Bloomberg BNA Webinar (Sept. 18, 2012)

"International Government Investigations, SEC Whistleblowers and Private Follow-On Actions: Playing Chess on Multiple Boards," ABA 2011 Toronto Annual Meeting (Aug. 5, 2011)

"Dodd-Frank Whistleblower Act: Significant Impact to the Role of Internal Corporate Compliance Programs," Webinar (June 10, 2011)

Previous Experience

Prior to joining Schiff Hardin, Mr. Radke was a partner in the Washington, D.C., office of a national law firm. He has also served as the chief of staff to the chairman of the SEC, and he previously served as an attorney in the SEC's Division of Enforcement.

Education

Georgetown University Law Center (LL.M., Securities Regulation, 1984)

University of Baltimore School of Law (J.D., 1982)

University of Washington (B.A., 1979)

Teaching Appointments

Adjunct Professor, Georgetown University Law Center SEC Enforcement

Practice Areas

Securities and Futures; Regulation

BAR ADMISSIONS

District of Columbia

Maryland

U.S. District Court for the District of Columbia


GABRIEL SALTARELLI is a partner in the firm's New York office whose practice focuses on mergers and acquisitions and private equity. Mr. Saltarelli advises clients on complex M&A transactions, including public company mergers, purchases and sales of private companies, and the formation and disposition of joint ventures. He also advises on corporate finance transactions.

Mr. Saltarelli's mergers and acquisitions experience includes representing acquirers and sellers in a variety of industries, including health care, insurance and other financial services, energy, oil and gas, steel and other manufacturing, hospitality, telecommunications, internet, entertainment and publishing.

Mr. Saltarelli's corporate finance experience includes representing borrowers and lenders in connection with credit facilities, as well as issuers and investment banks in connection with public offerings, Regulation S and Rule 144A offerings and private placements.

Recent Representations:

  • Highstar Capital in the sale of its 50% interest in Intergen N.V. to GMR Infrastructure for approximately $1.1 billion;
  • Guggenheim Capital in its issuance of $100 million in preferred stock and warrants to K1 Ventures;
  • Fortress Investment Group in the acquisition of CW Financial Services;
  • Roc Capital in its sale of a minority interest to a Mittal affiliate;
  • Broadpoint Securities Group in its acquisition of Gleacher Partners;
  • NRDC Equity Partners in its acquisition of Fortunoff;
  • AIG Highstar and Ontario Teachers' Pension Plan in connection with their acquisition of Intergen N.V. for approximately $1.75 billion; and
  • Starwood Hotels & Resorts Worldwide in connection with its sale of 33 luxury hotels to Host Marriott for approximately $4.25 billion.

Recent Publications and Speaking Engagements:
  • "“Don’t Ask, Don’t Waive”: Standstill Provisions in Light of Recent Delaware Cases," The M&A Lawyer, April 2013;
  • "Judicial Interpretation of Financial Statement Representations in the Acquisition Context," M&A Lawyers' Library of the American Bar Association, July 2011; and
  • Faculty, "Ethical Issues in Going Private Transactions," Practising Law Institute, February 2011.
MEMBERSHIPS & ACTIVITIES 
  • American Bar Association, Negotiated Acquisitions Committee; M&A Jurisprudence and Private Equity M&A Subcommittees
ADMISSIONS & CERTIFICATIONS
  • New York, 1998
EDUCATION
  • Columbia University School of Law  (J.D., 1997, Kent Scholar and Stone Scholar)
  • Rutgers University (M.S., 1989)
  • Rensselaer Polytechnic Institute (B.S., 1984, Dean's List)

PRACTICES

  • M&A
  • Private Equity
  • Securities

AREAS OF FOCUS

  • Insurance M&A
  • Business Transactions Involving Financial Institutions
  • Energy Projects
INDUSTRIES
  • Financial Services Industry


Shaan Elbaum is a Director in the U.S. firm in the Transaction Services Practice concentrating in financial reporting valuation. As a valuation consultant for the past five years, he has worked on numerous aspects of financial reporting valuations relating to SFAS 141 purchase price allocations, SFAS 142 impairment studies, SFAS 123R private company stock valuations, and Private Equity investments (for both debt and equity securities). These valuations are for companies located both domestically and internationally pertaining to a wide range of industries including, oil and gas, energy, technology, entertainment and media, aerospace, financial services and more. In addition he has worked on due diligence advisory projects focused on accounting and valuation issues as well as derivatives and hedging activities.

Prior to joining the valuation practice, Shaan spent five years in the audit and business advisory services side of the firm focused on the financial services industry. He has worked on numerous audits of financial institutions and mortgage banking enterprises. On the advisory services side he has assisted in numerous strategic development and operational re-engineering projects for top ten consumer finance and bank affiliated mortgage companies.

Shaan has given many presentations and training classes on various valuation related topics. Most recently he has presented industry hot topics related to Private Equity and Venture Capital valuations to both within the firm and client facing. In addition he has spoken at Mortgage Servicing Conferences during 2005, and at various mortgage companies prior, focused on asset valuation.

Shaan has an M.B.A. from Duke University’s Fuqua School of Business where he was designated a Fuqua Scholar and earned a B.S. degree in accounting from Yeshiva University. He participated in the AICPA National Banking School program at the University of Virginia, McIntire School of Commerce and is a licensed Certified Public Accountant in New York.


Bradley H. McGrath
KPMG, LLP, Director, Transactions & Restructuring – Accounting Advisory Services, New York City

Master of Science in Accounting, Texas A&M University
Bachelor of Science in Accounting, Texas A&M University
Licensed CPA in New York and Texas

Brad is a Director in the New York office of KPMG’s Transactions & Restructuring – Accounting Advisory Services practice. He provides technical accounting assistance to a number of audit and advisory clients, primarily in the financial services industry.  Technical areas of concentration include derivative instruments and hedging activities, consolidations, securitizations, and financial instruments.  Brad is a member of KPMG’s Financial Instrument and Derivatives Resource Team, and he has experience applying accounting principles under both US Generally Accepted Accounting Principles and International Financial Reporting Standards.

Prior to joining KPMG, Brad held a one-year appointment as a Postgraduate Technical Assistant at the Financial Accounting Standards Board (“FASB”).  During his time there, he worked on various FASB and Emerging Issues Task Force projects related to derivative instruments and hedging activities, fair value, and revenue recognition.


Dana McFerran is a Managing Director in the Forensic practice for KPMG LLP. She has spent over sixteen years focusing on financial statement analysis, financial reporting and general fraud and misconduct investigations, Foreign Corruption Practices Act investigations and due diligence procedures, post-acquisition dispute arbitration matters, expert witness services, litigation support and damage claim analyses across all industries. Dana has conducted a wide variety of forensic accounting investigations in connection with management and Audit Committee investigations, DOJ, SEC and international enforcement proceedings. Many of these matters have also resulted in assisting clients enhance compliance programs and controls to mitigate bribery and corruption and general fraud risks. Dana spent two years in KPMG's Audit practice prior to joining the Forensic practice.

Professional and Industry Experience

  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on payments made to HCPs, consultants, agents, third party intermediaries for their operations in the ASPAC region
  • Led an international team that provided pre- acquisition FCPA due diligence services for an international business outsourcing company.
  • Provided neutral arbitration services for technology companies involved in a multimillion dollar purchase price dispute related to post closing working capital adjustments.  Nature of the disputed items related to accounts receivable, accrued expenses, payroll liabilities, deferred revenue and resolving issues with GAAP and in accordance with accounting policies and practices consistently applied.
  • Provided post-acquisition FCPA due diligence services for a global power and automation technologies company.
  • Conducted an anti-bribery and corruption risk assessment and provided recommendations for compliance monitoring techniques and processes for an international pharmacy benefit management company.
  • Led the reconciliation efforts and coordinated with the Corporate Trustee relative to the $20B Claims Fund and assisted in analyzing claims and other issues arising under the Oil Pollution Act of 1990 in connection with the Deepwater Horizon Incident.
  • Led an international investigation for a global medical device manufacturer. The matter involved allegations of earnings management, bribery and conflict of interest concerns in their European regions. 
  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on service provider, consultant and distribution arrangements and payments for their operations in Brazil, Russia and CIS countries.
  • Assisted the Examiner in a bankruptcy investigation conducting interviews, analyzing complex trading data, determining the adequacy of disclosures made in position reports provided to the Company’s credit facility, analyzing the flow of funds in the Company’s cash management system and reviewing trading risk management policies and procedures.
  • Assisted with an investigation of a large tobacco company in alleged illegal bribes made by their management to foreign government delegations in Africa.
  • Conducted an independent investigation on behalf of the Audit Committee for a publicly traded financial services company.  The investigation resulted from allegations of a scheme that involved suspicious equipment financing loans.  Led the loan file review, electronic data preservation and collection, electronic data review and assisted counsel with interviews.
  • Investigated allege fraudulent reporting of sales for a large electronics company. Tasks included interviewing pertinent company personnel, reviewing sales transactions for a two year period, documenting sales controls and procedures, providing recommendations to the company to help mitigate future misconduct, and reporting findings to outside counsel.

Speaking Engagements

  • "How to Detect and Deter Fraud,” American Bar Association, New Partner and In-House Counsel Conference, March 2012
  • “Preventing and Detecting Fraud and Misconduct,” Pennsylvania Institute of Certified Public Accountants, Insurance Conference, November 2011
  • “Valuation Application and Methodologies,” Practising Law Institute, Pocket MBA – Finance for Lawyers, September 2011


 Function and Specialization

  • Ms. McFerran specializes in providing assistance to legal counsel in the areas of accounting investigations and fraud investigations, as well as economic and accounting aspects of litigation and arbitration.


Professional Associations

  • American Institute of Certified Public Accountants
  • Pennsylvania Institute of Certified Public Accountants
  • New Jersey Society of Certified Public Accountants
  • Finance Committee Chair and Executive Committee for the Board of Directors of the Pennsylvania Society for the Prevention of Cruelty to Animals (PSPCA)
Languages
  • English

Education, Licenses  & Certifications

  • BA from Lafayette College
  • Certified Public Accountant  (PA and NJ)
  • Certified in Financial Forensics

 


Daniel V. Dooley, Sr. is a former partner (retired) in the firm of PricewaterhouseCoopers LLP, where he was the global leader of the firm’s Securities Litigation and Investigations Consulting practice. As an audit partner, he performed examinations of companies in a wide range of industries and sectors – including: computers and electronics, energy, financial institutions,  manufacturing and products, oil and gas exploration and production, and real estate, and software. Dooley has served as  partner for the corporate investigations of – among others: Aetna US Healthcare, Ahold (Royal Ahold N.V.), Computer Associates International, DaimlerChrysler, First Republic Bancorp, McKesson HBOC, Network Associates (McAfee), Parmalat S.p.A, Phar-Mor, Sensormatic, and Xerox. He has served as an expert accountant on behalf of the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and a number of private plaintiffs and defendants; and he has been qualified as an expert witness by various federal district courts, and various federal bankruptcy courts, and in the federal court of claims. Also, Dooley has served as an arbitrator in a number of accounting-related matters. He was editor-in-chief of the PricwewaterhouseCoopers Annual Securities Litigation Study, and chairman of the editorial board and editor of the West Law Securities Litigation Reporter; and he has served as an adjunct professor at New York State University – Stony Brook, and lectured at Harvard Law School, University of Chicago Graduate School of Business, Dartmouth Tuck School of Business, and Fordham Law School. He is a Certified Public Accountant, licensed in various states including New York, Connecticut and Louisiana, and he is a member of the American Institute of Certified Public Accountants and various state societies of CPAs. Presently, Dooley consults to a number of U.S. and foreign companies on litigation-related accounting issues and matters before the Securities and Exchange Commission.


Dubravka K. Tosic, Ph.D.
Director
Berkeley Research Group, LLC
Saddle Brook, NJ

Dubravka K. Tosic is an Economist and Director at Berkeley Research Group, LLC (BRG), a national leader in economic and statistical consulting.  She joined BRG in December 2015, after spending almost 6 years as a Principal at ERS Group, and over 12 years as a Director in the Dispute Analysis practice of PricewaterhouseCoopers, LLP in New York. 

Dr. Tosic performs economic and statistical analysis and damage calculations, and provides consulting and expert witness assistance in labor and employment disputes and litigation matters involving allegations of employment discrimination, and during regulatory audits and investigations, and in connection with pro-active compliance reviews.   Dr. Tosic also performs expert work in commercial litigation matters involving allegations of breach of contract and lost profits, and management consulting projects requiring analyses of complex information and data analytics. She has testified in federal and state courts, and has worked with numerous Fortune 500 companies, national and international law firms, Federal, State and Local government entities, and international organizations.   

Dr. Tosic received her Master’s degree and Ph.D. in economics from Florida State University and her Bachelor’s degree from University of Maryland.

She can be reached at (201) 587-7130 or dtosic@thinkbrg.com.


Ewa Knapik is a Director in the New York Forensics Services Practice of PricewaterhouseCoopers ("PwC") and has over 20 years of professional experience.  Ms. Knapik provides specialized advisory services to attorneys and their clients and senior company management.

Ms. Knapik's area of expertise is fraud investigations, forensic accounting services, and internal controls assessments including corporate and regional policies and procedures.  Ms. Knapik has managed a variety of significant international and domestic assignments covering accounting fraud, and asset misappropriation, Foreign Corrupt Practices Act (FCPA) procedures, including risk assessments, compliance, implementation and training, gap compliance reviews, investigations, remediation, third party reviews and audits, and third party pre-acquisition due diligence.  She has addressed issues in approximately 20 countries in Europe, Asia-Pacific and South America.

Clients have included prominent U.S. based international companies in addition to major foreign companies listed on US stock exchanges and have spanned a variety of industries including:  Oil & Gas, Aerospace & Defense, Automotive, Banking & Capital Markets, Chemical, Communications, Entertainment & Media, Financial Services, Information-Telecommunication, Insurance, Real Estate, Retail & Consumer Products, Technology, Pharmaceuticals & Life Sciences, and Wholesale & Distribution.

Ms. Knapik is a Certified Public Accountant (CPA) licensed in the State of New York and is a member of the American Institute of Certified Public Accountants (AICPA).  She has an MBA Degree in Public Accounting.


Jim Agar, a Director in PricewaterhouseCoopers LLP's Advisory Forensic Services practice, where serves in the leadership of the firm’s national Post-M&A Disputes practice.  Mr. Agar first joined the firm in 1993; his twenty-one years of professional experience include:

  • Advising buyers and sellers engaged in purchase price adjustment disputes, particularly those related to earnout and GAAP-derived working capital calculations;
  • Assisting counsel with liability assessments and damages quantifications with respect to breach-of contract and tortious interference allegations;
  • Conducting internal investigations addressing alleged and suspected accounting irregularities and other potential fraud issues;
  • Helping targeted entities to address regulatory and criminal inquiries;
  • Working with trustees, receivers, and companies in reorganization in the pursuit of legal remedies; and
  • Performing financial statement audits of publicly-traded and privately-held companies as well as “forensic audit” (SAS 99-related) assistance, auditor malpractice defense consulting, and restatement investigations.

His clients have included numerous multi-national, national, regional, and single-office law firms and entities in such diverse industries as government, as well as publicly-traded and privately-held insurance, pharmaceuticals, energy, commercial real estate, consumer products manufacturing and distribution, and retail sales companies.

Mr. Agar is a Certified Public Accountant (CPA), licensed in Massachusetts and New York, and is a member of those states' CPA societies.  Additionally, he holds the Certified in Financial Forensics (CFF) designation from American Institute of Certified Public Accountants (AICPA), of which he is also a Forensic and Valuation Services Section member; and he is a Certified Fraud Examiner (CFE) (Association of CFEs) and a Certified Insolvency and Restructuring Advisor (CIRA) (Association of Insolvency and Restructuring Advisors [AIRA]). He is also an Associate member of the American Bar Association (ABA), and serves on its Criminal Justice Section (CJS) Northeast Regional Subcommittee and is the Co-chair of the CJS’s National Forensic & Investigative Practices Committee.

Outside the profession, Mr. Agar is a 2010 and 2011 recipient of the March of Dimes Birth Defects Foundation's National President's Award.  He is also an Eagle Scout and a council- and unit-level volunteer for the Boy Scouts of America.

He is a graduate of Fairfield University.


Mr. Lesterhuis is a Senior Director at KPMG Corporate Finance LLC’s special situations practice, where he focuses his practice on both healthy and distressed organizations in various stages of their lifecycle.  Pieter has extensive experience in advising and executing on reorganizations, restructurings, capital raises, buy side advisory, sell side advisory, merger integrations and various interim management roles for clients across a wide range of industries which include transportation, construction, financial services, automotive, for profit education, manufacturing, retail and technology. 

Professional and Industry Experience
Pieter has provided financial advisory services to a wide variety of constituents, including companies/ borrowers, lenders, equity holders, and impartial constituents (such as Examiners or Trustees) and has extensive experience in most facets of the bankruptcy process.  He has provided restructuring and distressed M&A advisory services to troubled companies and their constituencies during out-of court workouts and bankruptcy reorganizations.  Specific responsibilities for stressed and distressed companies have included; preparing companies for potential bankruptcy filings; executing 363 transactions; advising management on appropriate courses of action; negotiating with Creditors, Debtors and Customers; consulting in areas of bankruptcy law, including statutory requirements and company operations in Chapter 11; financial modeling; preparing budgets; and preparing communications with internal and external parties.

Pieter’s extensive experience in corporate turnarounds includes; developing overall strategy; prepared business plans, thirteen-week cash flow financial models, daily cash management, financial modeling and related scenario and sensitivity analysis, reducing costs; both devising and implementing strategy; assessing customer and product profitability; liquidating inventory; restructuring debt; restructuring operations; and preparing communications with internal and external parties.

Pieter also spent numerous years at a bulge bracket investment bank where he gained extensive experience in global M&A, equity and debt raising transactions for both healthy and stressed companies.  Prior to this Pieter worked as both an Engineer and Management for several engineering and construction companies.

Pieter holds an M.B.A degree from the University of Chicago Graduate School of Business, as well as a M.S degree in Civil Engineering and a B.S. degree in Civil Engineering from Bradley University. He is also a Certified Distressed Business Valuation Professional (CDBV), Certified Insolvency and Restructuring Advisor (CIRA), and Certified Turnaround Professional (CTP).

Function and Specialization

  • Corporate Finance Special Situations
  • Turnaround, Crisis Management and Financial Restructuring

Professional Associations

  • American Bankruptcy Institute
  • Association of Insolvency and Restructuring Advisors
  • Turnaround Management Association

Languages

Dutch, English

Education, licenses & certifications

  • Master of Business Administration, University of Chicago Graduate School of Business
  • Master of Science in Civil Engineering
  • Bachelor of Science in Civil Engineering
  • Certified Distressed Business Valuation Professional (CDBV)
  • Certified Insolvency and Restructuring Advisor (CIRA)
  • Certified Turnaround Professional (CTP)
  • FINRA Series 63 and 79


Patricia A. Etzold is a Forensic Services Partner in PricewaterhouseCoopers LLP's International Investigation and Litigation practice in New York.  She provides specialized advisory services to boards of directors, audit committees, and internal and external counsel of multi-national companies. She specializes in complex investigations and litigation support to in-house and outside counsel. She has assisted the Department of Justice in their prosecution of certain matters and has assisted companies' counsel respond to informal and formal Securities and Exchange Commission and Department of Justice inquiries.

Some of her representative engagements include:

  • Litigation consulting for the defense of former CEO and CFO related to accounting improprieties alleged to have occurred at a consumer product company.
  • Financial fraud investigation of a manufacturer and marketer of ready to drink cocktails, non-alcoholic cocktail mixers and fruit drinks. Allegations investigated included overstated revenues and assets through the use of bill and hold and fictitious inventory schemes.
  • International financial fraud investigation of a food retail company. Investigation entailed analyses at over 20 of its global operating companies including the Company's foreign headquarters. Additionally, provided litigation support related to prosecution of certain company executives.
  • Litigation support for state cases filed against a pharmaceutical company related to allegations of improper influence to gain positions on formularies for its drugs.
  • Forensic investigation into alleged accounting irregularities at the US subsidiary of a Japanese beauty salon furnishing and equipment manufacturer.
  • Forensic investigation into alleged embezzlement via the payroll system of an international professional services firm.
  • Litigation consulting and analysis for the defense of an investment bank CEO and Chairman  related to alleged  insider trading.
  • Litigation consulting for auditing malpractice matter to defend both class action and state filed cases.

Ms. Etzold brings over 30 years of accounting and global business experience to her clients and is a regular speaker on forensic financial investigative and remedial topics. She serves as Chairman of the AICPA Judiciary Sub-Committee and is a member of the National Judicial College faculty. In 2012, Ms. Etzold received Consulting magazine’s “Women Leaders in Consulting” award for her outstanding achievements in client service. She leads the Securities Litigation team at PricewaterhouseCoopers LLP and is co-editor of the Firm's annual Study. She is a Certified Public Accountant in New York and New Jersey and is certified in financial forensics by the American Institute of Certified Public Accountants (AICPA). Ms. Etzold is also a current member of the Board of Trustees at Bloomfield College in Bloomfield, NJ.


Richard J. Bernard is a partner with Foley & Lardner LLP. His practice concentrates on corporate and financial restructuring, business solutions, bankruptcy litigation, secured transactions, corporate governance, mergers and acquisitions, and debtors’ and creditors’ rights. Mr. Bernard represents debtors, creditors, buyers, financial institutions, contract counterparties, trustees and official and ad hoc committees in large-asset bankruptcies, out-of-court workouts and adversary proceedings. Mr. Bernard’s experience spans numerous industries, including energy, aviation, retail, manufacturing, telecommunications, financial services, heavy industry, real estate and hospitality. He is a member of the firm’s Bankruptcy & Business Reorganizations Practice and Energy Industry Team.

Education
Mr. Bernard received his J.D., cum laude, from the University of Miami School of Law and his B.A. in economics from Columbia College, Columbia University.
Upon receiving his J.D., Mr. Bernard clerked for the Honorable Robert A. Mark, United States Bankruptcy Court, Southern District of Florida.

Recognition

Mr. Bernard has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system. He also serves on the board of directors for the New York chapter of the Turnaround Management Association (TMA).

Admissions

Mr. Bernard is admitted to practice in New York; Connecticut; Florida; and before the U. S. District Courts for the Eastern District of Michigan; Southern, Eastern, and Northern Districts of New York; Southern, Middle and Northern Districts of Florida; District of Connecticut and the U.S. Court of Appeals for the Sixth and Eleventh Circuits.


Sandra Maria T. Parrado has over 18 years of experience in providing advisory services. She is a Partner in PwC’s Forensic Services practice with a focus on investigations of fraud and forensic accounting matters, FCPA-related investigations, compliance controls analyses and pre-merger due diligence, as well as litigation support and troubled company services.

Ms. Parrado’s experience in forensic accounting has included investigations into highly complex matters, fraud, and accounting irregularities in the automotive industry, cable & telecommunications companies, construction, vacation ownership, consumer electronics, and hardware manufacturers. She also advises her clients regarding fraud risk assessment and prevention as well as provides training on fraud awareness and investigation techniques.

Ms. Parrado's experience in matters related to foreign corrupt practices, including investigations, compliance controls, pre-merger due diligence, audit program development and execution, as well as training development and delivery. Her clients have included multi-national companies in aerospace and defense, engineering and construction, industrial products, pharmaceuticals, medical devices, and health care consumer products, and technology industries. Her FCPA engagements and investigative experiences have focused on a number of high risk regions in Asia, Eastern Europe, Middle East and Africa.

Ms. Parrado is also experienced in litigation matters, including damage valuations in the areas of intellectual property and antitrust. She has also prepared damage analyses and expert reports relating to patent, copyright, and trademark infringement, misappropriation of trade secrets, breach of contract, labor disputes, and antitrust claims for clients in the pharmaceutical, telecommunications, fire and safety equipment, gas sensors, software data encryption, prosthetic manufacturing, financial services, and consumer health care industries.

Ms. Parrado has also provided troubled company and bankruptcy consulting services, covering such industries as retail merchandising, health care, biotechnology, computer leasing, property management, real estate development, and specialized consumer services. Her management and administration of these engagements have involved supervising company operations, developing financial models, preparing cash flow projections, analyzing business segments and functions, and managing the sale or liquidation of company operations.

Ms. Parrado has a Bachelor of Science in Economics from The Wharton School of the University of Pennsylvania. Her concentrations were in Finance, Accounting, and Operations & Information Management. Ms. Parrado is a Certified Public Accountant.


Steven Skalak is a US CPA and Forensic Services Partner in PwC’s New York office.  Mr. Skalak brings 24 years of experience as a partner and 34 years of professional experience to his domestic and international clients.  He has served in 3 offices of the Firm, the New York office, the National Office – Office of General Counsel (2 year assignment), and the Beijing Office (2.5 year assignment).  Mr. Skalak has served Court Appointed Trustees, as an Expert in State and Federal Courts, as an expert in matters adjudicated by ICC rules and foreign jurisdictions (HK and Bahamas), as an Arbitrator, and as a forensic accounting investigator for public and private companies, in which capacity he has appeared before the US SEC, the US CFTC, the US Department of Justice, NY State Banking Examiners, and the NY Federal Reserve Bank.  Included in his experience are a wide variety of international and domestic investigations and disputes including the following:

  • On behalf of Court Appointed Trustee, investigation of the methods and losses of an international money manager who used a series of off-shore Special Purpose Vehicles (SPVs), primarily in Caribbean financial centers, to hide investment losses in excess of $500 million.  Trading causing the losses was primarily foreign currency speculation, gold, and U.S. Treasury Bond transactions.  Investors were predominantly non-U.S. corporations concentrated in Asia.
  • On behalf of a multi-lateral financial institution, assessment of the efficacy of their procurement review team in identifying potentially problematic industries, projects, and loans, and recommending improvements to the operation of the team and the response to issues identified. 
  • Investigation into a Japanese trader’s methods relating to unauthorized commodities trading on the LME, COMEX, and OTC base metals markets.  The trading resulted in losses in excess of $1 billion.  Recommendations relating to improved business and trading methods were also provided.
  • Defending key executives of a $1 billion manufacturing company in a SEC investigation and shareholder and bondholder class actions.  The allegations in this matter included earnings management, revenue recognition errors, restructuring charges, and inadequate disclosures.
  • Expert accountant in a € 500 million dispute before an ICC panel of arbitrators alleging fraud in a business acquisition transaction between two global corporations.  The principal matters in dispute pertained to the application of US GAAP in several judgmental areas including the application of the long-term contract method of accounting, impairment of intangible assets, and pension and benefit plan accounting. 
  • As a senior partner in the Forensic Services team Mr. Skalak is frequently called upon to serve as quality review partner on major matters.  In this regard he has had oversight responsibility for a variety of international matters including Volker Swiss Bank Holocaust Investigation, the Deepwater Horizon Court-Supervised Settlement Program, global corporate remediation efforts post-settlement of FCPA allegations, implementation of a forensic internal investigations capability at a global European bank, and implementation of an integrity driven governance and operations model for the Prime Minister of Kurdistan.
Steve is a Certified Public Accountant in New York State.  He is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants and is a past member of the Professional Ethics and Cooperation with Bankers Committees and the AICPA's Task Force evaluating whether litigation services represent a threat to the CPA's independence as defined in the professional ethics of the profession.  He is currently an advisory member of the ABA’s Task Force on establishing standards for serving as an independent monitor.  He received his BA degree from Dickinson College and his MBA degree from Columbia University.  He is a frequent instructor at training courses, teaching a variety of auditing and accounting concepts, approaches, and techniques.  He is also co-author of “A Guide to Forensic Accounting Investigation" published by John Wiley & Sons, Inc.


BARTHOLOMEW A. SHEEHAN, III, a partner in the New York office of Sidley Austin LLP, focuses on the representation of underwriters and issuers of publicly and privately offered debt and equity securities, with an emphasis on companies in the real estate and energy industries, particularly real estate investment trusts ("REITs"). In addition to securities offerings, his practice includes consultation with clients regarding corporate governance matters and public company reporting obligations. Mr. Sheehan is also active in representing pooled investment entities, such as hedge funds and private equity partnerships and their managers.

Mr. Sheehan has served as underwriters' counsel on numerous REIT financings, including financings for Acadia Realty Trust, CBL & Associates Properties, Inc., Campus Crest Communities, Inc., Education Realty Trust, Inc., Equity LifeStyle Properties, Inc., Federal Realty Investment Trust, First Potomac Realty Trust, Government Properties Income Trust, Hospitality Properties Trust, Kimco Realty Corporation, LaSalle Hotel Properties, Pebblebrook Hotel Trust, RLJ Lodging Trust, Select Income REIT, Spirit Realty Capital, Inc., Weingarten Realty Investors and W.P. Carey Inc. In the energy area, Mr. Sheehan has represented underwriters in connection with numerous financings for Duke Energy Corporation and its subsidiaries.

Mr. Sheehan is recognized by Chambers USA as a leading lawyer in Capital Markets – REITS and by Legal 500 USA in Capital Markets: Equity Offerings, Debt Offerings and in Real Estate Investment Trusts.  Mr. Sheehan is also a trustee of the Brooklyn Academy of Music.

 


Mr. Pearsall has worked as a testifying expert and economic consultant for more than 25 years and has provided opinions in matters involving economic damages and asset valuation for clients in various industries as well as for the U.S. and State Governments.  He has provided testimony regarding economic damages in commercial disputes involving, among other things, commercial fraud, real estate investment instruments, breach of contract, changes in asset and/or share value, fiduciary duty, lost wages and operating margins.  He has analyzed financial markets and instruments, quantified business interruption losses, developed economic and financial models to analyze business value and used event studies to model change in share price associated with negative activity.  He has developed analyses and directed research engagements involving industry transactions, corporate spinoffs, asset allocations, funded liabilities and market activity.

Mr. Pearsall has provided expert testimony and consulted in numerous intellectual property (IP) matters involving determinations of economic damages based on applications of reasonable royalty rates, lost profits, price erosion, and overall changes in firms’ IP asset values.  He has been retained as an expert to determine values of intellectual property assets such as patents, trademarks, copyrights, and trade secrets.  Mr. Pearsall has provided testimony and quantified damages associated with changes in firms’ sales and/or market strategy resulting from events affecting firms’ abilities to compete.  Mr. Pearsall also has testified as to the appropriateness of alternative damage calculations set forth by opposing parties.

Mr. Pearsall has worked on a variety of matters focusing on antitrust issues including attempted monopolization, price discrimination, tying, predatory pricing, price fixing, collusion, vertical and horizontal restraints.  He has submitted expert reports and developed economic analyses of liability and damage claims in antitrust matters in which allegations of anticompetitive behavior were levied.  He has developed analyses pertaining to possible antitrust issues associated with industry standardization and licensing strategies involving intellectual property assets.

Mr. Pearsall has led business consulting engagements involving market intelligence, pricing models, analyses of corporate financial data, firms’ assets, collection and interpretation of survey data, sales forecasts, economic modeling, predictive analyses, competition and marketing campaigns.  He has expertise in application of economic and financial theories in the organization and management of complex engagements as well as market analyses, acquisition of patented technologies, revenue performance, cash flow models, and industry competition.

Mr. Pearsall has a B.A. and M.A. in Economics from Virginia Tech.


Ms. Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, serves as the Firm's Employment Counsel, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and is a current member of the Committee on Professional Responsibility of the Association of the Bar of the City of New York and is a Coordinating Committee Member of the American Bar Association’s Firm Counsel Connect. She frequently lectures on issues pertaining to professional responsibility.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.

Professional Associations

Member, American Bar Association’s Standing Committee on Ethics and Professional Responsibility
Member, Committee on Professional Responsibility of the Association of the Bar of the City of New York

Bars and Courts

New York State Bar, 2005

Education

JD, Columbia University School of Law, Editor, Columbia Law Review, Stone Scholar, Kent Scholar, 2001

MA, English, Carnegie Mellon University, 1997

BA, Barnard College, cum laude, 1993

Languages

English

Citizenship

United States


George Carbone is a Managing Director in KPMG’s Transaction Services practice in New York City.  He leads multi-disciplinary teams providing services to leading strategic and private equity investors across a variety of industries including media and technology, industrial and consumer markets.  He has advised clients on numerous domestic and cross-border transactions.

George has 15 years of audit, buy-side due diligence, vendor due diligence and corporate restructuring experience. He holds B.A. in Economics from the University of Pennsylvania and is a C.P.A.


Joe Nuzzolo is a Managing Director in the PwC Capital Markets Advisors group and has over twelve years of experience in global investment banking, corporate finance, and capital markets. He works on a broad range of corporate finance, capital structure, capital markets, and valuation advisory assignments.

Joe joined PwC in 2013 from Lazard Frères & Co. LLC, where he played an instrumental role in building Lazard’s global Corporate Finance & Capital Markets Advisory practice. While at Lazard, he provided clients with independent and objective advice on a broad range of corporate finance and capital markets topics. Representative advisory engagements include:

  • U.S. Treasury – IPO and financial advisor to the U.S. Treasury – $23bn IPO of General Motors and subsequent monetization strategies (ATM sale of shares)
  • Delphi Automotive – IPO advisor to the company – $550mm IPO
  • Landis & Gyr – IPO advisor to the company – dual-track sale of company to Toshiba for $2.3bn
  • SC Johnson Family – equity advisor to the company – monetization of stake in Sealed Air – $250mm equity block trade
  • IBM – financial advisor to the company – 2009-2012
  • The Carlyle Group – acquisition finance advisor to Carlyle – $125mm leveraged loan facility
  • VeriSign – financial advisor to company – capital structure, liability management, return of capital – $516mm and $463mm Special Dividend 2010 & 2011, Open Market Share Repurchase Program
  • Cerveceria Nacional Dominicana – debt advisor to company – tender offer/refinancing DOP$5,410mm 16.000% Dominican Peso-Linked Senior Notes
  • SunPower – debt advisor to company – $600mm Liquidity Support Agreement with Total S.A.

Prior to Lazard, Joe was a Director in the Corporate Finance Group in Investment Banking at Merrill Lynch. While at Merrill Lynch, he advised clients on capital structure and corporate finance issues, executed financings, and developed value-enhancing structures for M&A and capital markets transactions. Previously, Joe has held positions in M&A and investment banking at Merrill Lynch and JPMorgan.

Joe has a MBA in Finance from MIT Sloan School of Management, a M.S. in Chemical Engineering from University of California, Los Angeles, and a B.S. in Chemical Engineering from Tufts University.


  • Since 1989, Philip Antoon has been assisting clients worldwide in the valuation of corporate entities and intangible assets, with in-depth focus providing these valuations for U.S. and international tax purposes, as well as U.S. financial reporting purposes.
  • Mr. Antoon assists companies of all sizes globally with valuations of legal entities and assets for: internal tax reorganizations and spin offs; related party IP transfers for U.S. and international transfers; intercompany debt issuances, transaction allocations for IRC Sections 338 and 1060; Section 280g; FIRPTA testing; gift and estate; interest expense apportionment; partnership basis; cost segregation; NOL limitations and built-in gains; as well as estimating preferred coupon rates and debt interest rates. Mr. Antoon has authored numerous articles regarding valuation issues related to valuations of entities and assets for U.S. tax purposes.
  • Mr. Antoon has in-depth experience providing fair value analyses for ASC 350 and 805 purposes, having valued reporting units and a wide array of intangible assets including customer relationships / contracts, patented technology, trademarks / trade names, proprietary know how, in-process research and development, franchise agreements, communications licenses, reserves, backlog, databases, and non-compete agreements.
  • Mr. Antoon also has in-depth experience in the valuation of fractional interests, preferred stock, options and debt, having performed these valuations for tax, financial reporting, restructuring, mergers and acquisitions, gift and estate, across a variety of industries.
  • Prior to joining A&M, Mr. Antoon was a Managing Director in the Valuation Services practice of PricewaterhouseCoopers, and was the Global Practice Leader of the Valuation Services Practice at Kroll prior to working at PricewaterhouseCoopers.
  • Mr. Antoon earned a bachelor of science degree in finance from West Virginia University.


Jeff's practice focuses on mergers and acquisitions and financial advisory work. He has advised clients regarding mergers and acquisitions, dispositions and general corporate issues, such as fiduciary duties analysis, disclosure philosophy and compliance with federal securities law. With experience representing both public and private clients, Jeff has handled transactions involving a range of industries, including health care, telecommunications, retail services, financial services and energy.

While at his prior law firm, Jeff led the financial advisory practice which was frequently ranked in the top 15 by Corporate Control Alert in terms of number of mergers and acquisitions transactions announced. Clients included the bulge bracket, the top middle market firms, as well as the premier boutique investment banks in rendering fairness, solvency and valuation opinions.

In addition to his law career, Jeff has worked as an investment banker at J.P. Morgan Chase & Co. He has also written a number of articles appearing in The Deal, Euromoney and other publications. In addition, Jeff frequently speaks on financial advisory matters in venues such as the Practicing Law Institute and American Bar Association meetings. In law school, Jeff was associate editor of the American Criminal Law Review

EDUCATION

  • Georgetown University Law Center, JD
  • Georgetown University, MBA
  • Georgetown University, BA, cum laude
ADMISSIONS
  • New York
EVENTS
  • Presenter, "Valuation Application and Methodologies," Practising Law Institute, October 2012, 2013
AFFILIATIONS
  • Director, Jewish Home LifeCare, 2004-present
PRACTICES
  • Corporate
  • Mergers and Acquisitions
  • Corporate Governance
  • Private Equity and Venture Capital
  • Cross-Border Transactions
INDUSTRIES
  • Financial Services
  • Defense and Aerospace
  • Healthcare
  • Energy
  • Private Equity

REGIONS
  • Canada
  • China and Hong Kong
  • Western and Southern Europe