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Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know


Speaker(s): Curtis Burr, Deepa Bhat, J. Michael Matthews, Lawrence M. Cirelli, Lesley D. Hand, Lori L. Jackson, Matthew D. Harrison, Stacie Kowalczyk, Terry M. Lloyd
Recorded on: Jul. 18, 2013
PLI Program #: 42986

Curtis has over 25 years of business valuation and litigation consulting experience. Industries served include wine/vineyard industry, financial services, real estate, professional service firms, wholesale and retail, alternative energy and manufacturing. He has performed forensic investigations in connection with partner and partnership disputes, shareholder disputes, damage analysis involving breach of fiduciary duty claims in securities litigation; calculation of economic damages and lost profits in cases involving misappropriation of trade secrets, product liability claims and wrongful termination cases. He has consulted on and testified in a broad of cases involving:

  • Misappropriation of Trade Secrets
  • Breach of fiduciary duty actions against investment advisors
  • Economic damages and earning loss
  • Actions against professionals
  • Construction claims and damages
  • Disputes arising out of Buy/Sell agreements
  • Business acquisitions and valuation
  • Personal injury and wrongful death claims
  • Solvency and fraudulent conveyance issues

Education & Professional Credentials

  • Honorary Doctorate of Business Administration—Golden Gate University
  • MBA/Taxation — Golden Gate University
  • BA/Accounting — Golden Gate University
  • Certified Public Accountant, licensed in 1978 in California
  • Certified in Financial Forensics in 2008 by the American Institute of Certified Public Accountants

Professional Affiliations

  • Past Trustee and Chair — Board of Trustees, Golden Gate University
  • Board Chair — Rotary Foundation, San Francisco
  • Member Dean's Advisory Board — School of Accounting, and Golden Gate University
  • Co-Chair — PLI "Accounting for Lawyers"
  • Business Valuation instructor — Association of Insolvency Restructuring Advisors
  • Member — Association of Insolvency Restructuring Advisors
  • Member — American Institute of Certified Public Accountants (AICPA)
  • Member — California Society of CPAs (CalCPA)
  • Member — National Association of Certified Valuation Analysts (NACVA)


J. Michael Matthews has over thirty-five years experience as a trial lawyer, with expertise in a wide variety of areas, including partnership and corporate disputes, professional liability claims, and commercial, real estate and construction cases. He is a member of the American Board of Trial Advocates and has tried over forty jury and court trials involving law firm dissolutions and accounting, breach of contract, fraud, professional malpractice, construction defect, delay, and/or mechanics' lien claims, product liability and insurance coverage (including bad faith).

Mr. Matthews has taught real estate law in the M.B.A. program at Golden Gate University, has written articles regarding real estate, construction and partnership issues, and has lectured on a variety of subjects including litigation skills, insurance coverage issues, and partnership accounting and dissolution. He has lectured at the national convention of the American Institute of CPAs regarding accounting for partnership dissolutions, and has presented multistate construction seminars for the construction trade, including Lorman's California Construction Law, Continuing Education of the Bar courses, National Business Institute Seminars, Federal Publications Seminars, and the Practicing Law Institute. He presents the Attorney/Accountant Ethics portion of the Practicing Law Institute's summer program "Basics of Accounting for Lawyers." He is a contributing author for "Advising California Partnerships, 3rd Ed." He has served as an expert witness or mediator in cases involving a variety of issues, and as a judicial arbitrator/mediator for Bay Area superior courts.

Education

Mr. Matthews graduated from Yale University in 1973 with a Bachelor of Arts degree.

He received his J.D. from Georgetown University of Law Center in 1976.


Lesley D. Hand retired as a partner with over 37 years of experience from KPMG LLP’s Forensic Advisory Services practice. He has over forty years of accounting with experience in several industries, including but not limited to technology, software, manufacturing, consumer markets, health care, government and financial institutions. Mr.  Hand‘s career included a two year rotation to KPMG’s National Education Department in New York where he drafted and presented educational training programs.


Professional and Industry Experience

Mr. Hand has been involved in over 100 investigations related to allegations of earnings management and / or improper disclosures.  These investigations have focused on improper revenue recognition, “cookie jar” reserves, improper capitalization of expenses, inappropriate use of inventory reserves, vendor rebates, valuation of loans, real estate owned and other types of fraudulent financial reporting.  He has attended numerous meetings at and has been deposed by the U.S. Securities and Exchange Commission in connection with his forensic accounting work.

  • In a recent earnings management investigation, Mr. Hand was the global lead partner in charge of a team of KPMG professionals from 11 countries. This engagement involved analysis of 26 million electronic records, utilized a proprietary forensic tool to perform data analysis of journal entries and included formal and informal discussions with company personnel to gather information and data. He participated and presented to regulators in Washington, D.C.
  • In a matter involving a financial institution, Mr. Hand evaluated documents, general ledgers, and interviews to determine if senior bank officers lied or misrepresented information relevant to the valuation and carrying value real estate owned and loans carried on their financial statements.
  • Mr. Hand also has been involved in alleged violations of the U.S. Foreign Corrupt Practices Act, both as an independent investigator and as an advisor to KPMG audit teams. He participated and presented to regulators in Washington, D.C.
  • Mr. Hand has conducted other fraudulent financial reporting and misappropriation of assets investigations. These matters involved allegations of employee fraud or defalcation, improper accounting for stock options, and fraudulent vendor schemes.
  • Mr. Hand testified in 2013 about accounting issues and disclosures in Superior Court in San Mateo Central Branch, Complex Civil Litigation.  His testimony covered inconsistencies in the financial statements, tax returns, depositions and declarations where he concluded that key officers either lied in their declarations, tax returns, depositions and / or declarations or they lied in all cases.
  • In another recent matter Mr. Hand was retained as a consultant in a major bankruptcy case in New York where he assisted in formulating accounting arguments and strategy.

Select Dispute Advisory Experience 

  • Mr. Hand has been engaged in the role of sole arbitrator, neutral court-appointed accountant, or expert witness in a number of disputes related to the interpretation of various contractual clauses that impact damages, purchase price calculations, working capital, earn out provisions, revenues, cost accumulations and cost drivers.
  • Mr. Hand has served as the sole arbitrator in purchase price disputes involving claims ranging from $1 million to over $800 million dollars. The issues addressed included valuation of inventory, inventory reserves, right of return, doubtful accounts, litigation and other reserves, the application of Generally Accepted Accounting Principles (“GAAP”) as well as the consistency of the application of GAASP.
  • Mr. Hand has testified as an expert witness in numerous civil litigation matters in state and federal courts. These assignments have involved an extensive review of underlying accounting records and analysis of supporting documentation as well as reviewing applications of GAAP and Generally Accepted Auditing Standards (“GAAS”).
  • In one case, Mr. Hand served as a federal court-appointed neutral expert witness where he investigated and testified about issues involving international financial reporting standards, profit participation, net profit calculations and related partnership issues.  This project included coordinating and overseeing analysis of both U.S. and Taiwanese accounting books and records as well as testimony in federal court.
  • In his career, Mr. Hand has also been involved in the following types of dispute matters:
  • Allegations of fraudulent financial reporting
  • Allegations of improper financial reporting on long term contracts
  • Misappropriation of assets, including trade secrets
  • Breaches of contract
  • Revenue recognition principles
  • Working capital adjustments in connection with purchase price disputes
  • Allocation of costs
  • Calculations and evaluation of lost profit and economic damages claims
  • Professional partnership disputes
  • Professional malpractice
  • In providing Advisory Services, Mr. Hand has coordinated and supervised the work of various professionals, including KPMG industry professionals within and outside the United States as well as non-KPMG designated experts. Some of the skills that he brings to dispute matters include:
  • Assistance with discovery requests
  • Reconstruction of incomplete records
  • Analysis and interpretation of financial data and supporting documents
  • Expert witness testimony

Publications and Speaking Engagements

  • “Regulatory Trends, Fraud and Other Issues on The Horizon,” Presentation at The Practicing Law Institute Seminar, “Basics of Accounting for Lawyers: What Every Practicing Lawyer Needs to Know.” July 17, 2014.
  • “Fraud in the Financial Statements Is An Elusive Thing” article included in the Practicing Law Institute Course Handbook “Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know.” July 18-19, 2013.
  • “Regulatory Trends, Fraud and Other Issues on the Horizon,” Presentation at The Practicing Law Institute Seminar, “Basics of Accounting for Lawyers: What Every Practicing Lawyer Needs to Know.” July 18, 2013.
  • “Keeping Corporate Fraud in the Cross Hairs - Tough Economic Times Can Lead Good People To Rationalize Inappropriate Behavior” The Metropolitan Corporate Counsel, August 2009. Co-author with Timothy P. Hedley.
  • “Tales from the Darkside”. Guest Speaker 2009 Fraud in Audit, Accounting and Tax Conference, California Society of CPA’s, Los Angeles, CA June 24, 2009 and San Francisco, CA June 25, 2009.
  • “Special Investigations”, Guest Speaker, 2009 Director’s College, Stanford, Palo Alto, CA June 23, 2009.
  • “Fraud Detection Strategies and Techniques in Today’s Economy”, Guest Speaker, International Foundation of Employee Benefit Plans, San Francisco, CA June 15, 2009.
  • “Gumshoes in the Boardroom – The audit committee’s role in handling allegations of fraud and misconduct”, Directorship magazine, October 2008.Co-author with Richard H. Girgenti.
  • “How to Manage Crisis Situations Effectively” Panel Member, Audit Committee Workshop 2008: What Audit Committee Members and Those Who Advise Them Need to Know Now, Practicing Law Institute, San Francisco, CA, July 30, 2008.
  • ”Internal Investigations”, Featured Speaker, KPMG Audit Committee Institute, Quarterly Webcast, June 27, 2008.
  • “Using Forensic Procedures and Specialists in Financial Statement Audits”, Guest Speaker, 2006 Fraud in Audit, Accounting and Tax Conference, California CPA Education Foundation, San Francisco, CA, June 22, 2006.
  • “Fraud Risk Considerations”, Guest Speaker, Audit Committee Fundamentals: Roles, Responsibilities and Resources, KPMG’s Audit Committee Institute, Irving, TX, June 20, 2006.
  • “The Audit Committee’s Role in Crisis Management”, Panel Member, The 2nd Annual Audit Committee Issues Conference: Planning the 2006 Agenda, Phoenix, AZ, February 20, 2006.
  • “The Audit Committee’s Role in Crisis Management”, Panel Member, The 2nd Annual Audit Committee Issues Conference: Planning the 2006 Agenda, Palm Beach, FL, February 19, 2006.
  • “Management Override of Internal Controls: The Achilles’ Heel of Fraud Prevention – The Audit Committee and Oversight of Financial Reporting”, Contributor, American Institute of Certified Public Accountants, 2005.
  • “Accounting Judgments, Estimates, and Restatements: Implications for Audit Committee Oversight”, Panel Member, KPMG Audit Committee Institute Roundtable, San Francisco, CA, November 16, 2005.
  • “Update on Revenue Recognition Rules for Software”, KPMG Audit Committee Institute’s 10th National Conference – The Practical and Tactical Art of the Deal in Software Licensing Agreements, San Francisco, CA, October 21, 2005.
  • “Fraud Risk Considerations”, Panel Member, KPMG Audit Committee Institute’s Public Company Audit Committee Membership Program, Chicago, IL, October 4, 2005.
  • “Predicting Earnings Management – Red Flags for Fraud”, Guest Speaker, 2005 AICPA National Conferences on Fraud and Litigation Services, Dallas, TX, September 29-30, 2005.
  • “Conducting a Forensic Investigation – Lessons from the Field”, Guest Speaker, Federal Bureau of Investigations’ CPA In-Service Training, Las Vegas, NV, July 19, 2005.
  • “The Role of the Audit Committee”, Panel Member, The D&O Advisor Corporate Governance Briefing, New York, NY, February 16, 2005.
  • “Avoiding The Next ENRON:Assessing The Risk of Financial Reporting Fraud”, Panelist, The 15th Annual Economic Crime Institute, Washington, DC, October 25, 2004.
  • “KPMG’s Audit Committee Institute Roundtable”, Workshop Moderator, Dates:May 25, 2004 – Seattle, WA; June 3, 2004 – Silicon Valley, CA; June 9, 2004 – Portland, OR; June 16, 2004 – San Francisco, CA.
  • “Fraud Risk Considerations”, Moderator at KPMG’s Audit Committee Institute Spring Roundtables, Seattle, WA; Portland, OR; Santa Clara, CA; and San Francisco, CA, May – June, 2004.
  • “Fraud Controls & Schemes”, Luncheon Keynote Speaker, 5th Annual Silicon Valley Financial Management Institute, Santa Clara, CA, May 13, 2004.
  • “Financial Reporting Fraud”, Presentation at Wells Fargo Bank’s U.S. Corporate Banking Sales Conference, Las Vegas, NV, February 12, 2004.
  • Glasser LegalWorks Litigation and Resolution of Complex Class Actions, “Current Issues in Securities Class Actions” – Panel, San Francisco, CA, December 3-4, 2003.
  • “Financial Reporting Fraud”, Presentation at Wells Fargo Bank’s High Yield Securities and Credit Risk Architecture Conference, Carmel, CA, November 14, 2003.
  • “Financial Reporting Fraud:Conducting a Forensic Investigation– Lessons From the Field,” Presentation at the Federal Bureau of Investigation Certified Public Accountants’ Specialized Criminal Investigations In-Service Training, Las Vegas, NV, May 13, 2003.
  • “Audit Committees:New Roles and Responsibilities”, Panelist, Sixth Annual Corporate Governance & Equity Offerings Conference/Anderson School at UCLA, Los Angeles, CA, March 26, 2003.
  • “New Standards of Corporate Governance Series, 2003 Annual Reporting SEC Rulemaking, NYSE and Nasdaq Corporate Governance Initiatives and Their Impact on the Annual Report, Proxy Statement and Annual Meeting.”Sponsored by KPMG LLP and Latham & Watkins, LLP, February 5, 2003.
  • “The New Standards of Corporate Governance – Scrutinizing the Impact of the Sarbanes-Oxley Act, New NYSE and NASDAQ Listing Standards and Related Developments.” Panelist, Complimentary Seminar Sponsored by KPMG LLP, Latham & Watkins, Marsh, and Bowne.Dates:September 23, 2002 – San Francisco, CA; September 24, 2002 – Los Angeles, CA; October 10, 2002 – Washington, DC; October 15, 2002 – Chicago, IL; and October 16, 2002 – New York, NY.
  • “Earnings Management.”Presentation at the Wells Fargo Bank 2002 High Yield Securities and Credit Risk Architecture Off-Site Meeting, November 15, 2002.
  • “Fraudulent Financial Reporting.”Presentation to the Fraud Section of the California Society of CPA’s, July 23, 2002.
  • “Corporate Governance & Crisis Management – Lessons from ENRON”, Panelist, The Practising Law Institute, July 12, 2002.
  • “Civil False Claims Act and Qui Tam Enforcement”, Speaker, American Bar Association, Washington, DC, November 30, 2001.
  • “2001 Advanced Fraud and Economic Damages Conference.”Co-Chair, California CPA Education Foundation, May 10-11, 2001.
  • “Roles of Forensic Accountants.”Presentation to the Western American Accounting Association, May 4, 2001.
  • “2000 Advanced Fraud and Economic Damages Conference.”Co-Chair, California CPA Education Foundation, May 10-11, 2001.
  • “Cooking the Books – Revenue Recognition and Earnings Management.”Moderator, Presentation at the California Education Foundation’s “2000 Advanced Fraud and Economic Damages Conference”, May 11-12, 2000.
  • “Basics of Accounting & Finance:What Every Lawyer Needs to Know.”Chair, Practising Law Institute Seminar, August 16-17, 1999.
  • GAAP and the Basic Financial Statements.”Chair, Presentation at the Practising Law Institute’s Seminar “Basics of Accounting & Finance:What Every Lawyer Needs to Know”, August 16, 1999.
  • “Accounting for the Deal.”Chair, Presentation at the Practising Law Institute’s Seminar, “Basics of Accounting & Finance: What Every Lawyer Needs to Know.”August 17, 1999.
  • “Y2K Opportunities for Experts.”Presentation to the Economic Damages Section of the California Society of Certified Public Accountants.November 10, 1998.
  • “Basics of Accounting & Finance:What Every Lawyer Needs to Know.”Chair, Practising Law Institute Seminar. August 17-18, 1998.
  • “GAAP and the Basic Financial Statements.” Presentation at the Practising Law Institute’s Seminar “Basics of Accounting & Finance:What Every Lawyer Needs to Know.”August 17, 1998.
  • “Fraud and Financial Statements.”Presentation at the Practising Law Institute’s Seminar “Basics of Accounting & Finance:What Every Lawyer Needs to Know.”August 18, 1998.
  • “Present Value Rates and Inflation Factors.”   Presentation at the Steering Committee Meeting of the California Society of Certified Public Accountants, Litigation Sections.   February 5, 1998.

Function and Specialization

Mr. Hand specializes in forensic accounting with experience in several industries, including but not limited to technology, software, manufacturing, consumer markets, government and  financial institutions.


Professional Associations

Former Member, Litigation Section Steering Committee, California Society of Certified Public Accountants

Former Chair, Economic Damages Section of the California Society of Certified Public Accountants – Litigation and Dispute Resolution Services Common Interest Member Section (May 2000 – April 2002)

Former Director, State Board, California Society of Certified Public Accountants

American Institute of Certified Public Accountants

California and Georgia Society of Certified Public Accountants

Former member of Board of Directors of California Pacific Hospital, Visiting Nurses-Hospice-Senior Center of San Francisco


Education, Licenses & Certifications

Bachelor of Business Administration with a major in Accounting, Georgia State University

Certified Public Accountant in California, New York, and Georgia (CPA)

Certified Fraud Examiner (CFE)

AICPA Certified in Financial Forensics (CFF)


Lori Jackson Lori Jackson has more than 25 years of experience in litigation consulting, corporate finance and product management.  She provides expert witness testimony and consulting services in the areas of economic damages, business valuation, forensic accounting, and market/competitive analyses.  Ms. Jackson’s experience spans a range of legal matters including: breach of contract, patent infringement, misappropriation of trade secrets, and business acquisition disputes, and a range of industries including: telecommunications, computers, software, manufacturing, insurance, recreation and consulting services.  

EDUCATION

M.B.A., UNIVERSITY OF CALIFORNIA AT BERKELEY, Berkeley, CA.
B.A., STANFORD UNIVERSITY, with distinction, Stanford, CA.

PROFESSIONAL CREDENTIALS

Certified Public Accountant (CPA) - California
Accredited in Business Valuation (ABV) - AICPA
Certified in Financial Forensics (CFF) - AICPA

PROFESSIONAL EXPERIENCE

LITINOMICS, INC. 2011 - Present
Senior Consultant, Affiliate.  Provide expert witness testimony and consulting services in the areas of economic damages in commercial business litigations, business valuation, forensic accounting, and market/competitive analyses.  

PERRY-SMITH LLP, SAN FRANCISCO, CA 2008 - 2011
Senior Vice President, Consulting Services.  Provided expert witness and consulting services in matters involving patent infringement, theft of trade secrets, business acquisitions and forensic accounting.  Performed valuation analyses of privately-held companies in manufacturing, consulting, software, pharmaceutical distribution, telecommunications, leisure and financial industries.

LECG, EMERYVILLE, CA 1994 - 2008
Principal.  Provided consulting and expert testimony on a range of financial, business, and policy issues.  Analyzed telecommunications network cost models and operating expenses; assessed competition in and market dynamics of wireline, wireless and cable network services; performed merger analyses; developed and analyzed financial models used to assess damages in business litigation.

TANDEM COMPUTERS, CUPERTINO, CA 1989 - 1993
Product Manager.  Responsible for all aspects of product management and product marketing for assigned products.  Defined market requirements and strategies; developed product positioning, pricing, marketing collateral and sales support.
Manager of Forecasting.  Responsible for the development of quarterly product and revenue forecasts and analysis of actuals against forecasts.

IBM / ROLM CORPORATION, SANTA CLARA, CA 1985 - 1989
Manager, Financial Planning, Manufacturing
Manager, Group Financial Planning, Sales, Installation and Service

Managed strategic and operating plans for manufacturing and sales & service organizations.  Responsible for the planning process and the financial business models used for financial planning and measurements.

PUTNAM HAYES & BARTLETT 1980 - 1985
Associate.  Provided research and analysis on a variety of litigation matters.

PUBLICATIONS AND PRESENTATIONS

Accounting for Attorneys, Economic Damages: Lost Profits, Patent Infringement Damages, Business Valuation, approved MCLE courses presented to law firms in the San Francisco Bay Area and Sacramento, 2009 and 2010.

Forensic Accounting, presented to the Sacramento Bar Association, Trust and Estate Section, September 2010.

Assessing Economic Damages in Lost Profits Claims, presented to Sacramento Bar Association, Business Section, October 2009.

“Trends in Telecommunications Demand and Supply,” presented at the 48th Annual NARUC Regulatory Studies Program, Michigan State University, August 2006.

“The Transformation of the Telecommunications Industry,” presented to the Telecommunications Policy and Research Conference, Arlington, VA, October 2004.

“Measuring Competition for Local Services in Ameritech Ohio Using the Diagnostic Method for Assessing Competition,” with William L. Fitzsimmons, invited paper, International Engineering Consortium, Annual Review of Communications, Volume 54, June 2001.

“The Emergence of Competition in Local Exchange Service,” with Robert G. Harris, invited paper, International Engineering Consortium, Annual Review of Communications, 1995-96 edition.

PROFESSIONAL AFFILIATIONS

American Institute of Certified Public Accountants, Member
California Society of Certified Public Accountants, Member
Golden Gate University, Member of Forensic Accounting Advisory Board


Matthew Harrison is a member of Latham's Securities Litigation and Professional Liability Practice Group.  He has an established record of successfully resolving a broad array of cases involving allegations of financial fraud and complex accounting issues at every stage of litigation.

Expertise

Mr. Harrison has significant experience representing issuers, executives and accounting firms in:

  • Securities class actions
  • Derivative litigation
  • Regulatory and internal investigations

Experience

Mr. Harrison’s relevant experience includes representing:

  • Deloitte & Touche LLP in a complex, multi-district securities class action lawsuit involving claims arising out of the failure of Washington Mutual
  • LDK Solar Co., Ltd. and its senior executives and directors in a securities class action involving complex allegations of inventory discrepancies
  • Oracle Corporation and certain of its senior officers in securing summary judgment in one of the largest “missed forecast” securities class actions in the Northern District of California
  • A group of auditors in securing a successful trial verdict against the Texas State Board of Public Accountancy in a case involving numerous complex accounting and auditing issues relating to off-balance sheet structured finance transactions
  • Ernst & Young LLP
    - in securing dismissal of all claims based on plaintiffs’ failure to adequately plead demand futility in the JDS Uniphase Corporation shareholder derivative suit
    - in obtaining a defense verdict on all claims resulting from services performed for Clarent Corporation, in one of only a few jury trials of a securities class action since the PSLRA 
  • Arthur Andersen LLP in the consolidated class actions and other civil and regulatory proceedings arising from the collapse of Enron Corporation
  • A national accounting firm in obtaining a complete defense verdict on professional liability claims in a confidential arbitration

Education

JD, University of California, Los Angeles School of Law, 2000, Editor, UCLA Law Review; Order of the Coif
BA, University of Washington, 1996

Bar Qualifications

California
Languages
English


As an Audit Manager, Deepa Bhat serves privately held clients in the construction and technology industries. She has extensive experience providing assistance with financial reporting to a host of construction companies including painting, commercial, residential, paving contractors. Her technology experience includes work in the software, hardware, semiconductor and medical devices sectors and helping her clients navigate through complex accounting issues encountered in their domestic as well as international operations. She is also well versed in employee benefit plan audits.

Prior to joining Abbott, Stringham & Lynch, Deepa worked in public accounting in India, where she represented clients in the income tax courts, prepared the income tax returns of corporate and non-corporate clients, and guided clients on legal matters related to double taxation and foreign exchange remittances. She also taught undergraduate courses in taxation and economics as a guest lecturer.

Professional and Civic Associations

  • American Institute of Certified Public Accountants (AICPA)
  • California Society of CPAs (Cal CPA)
  • Institute of Chartered Accountants of India (ICAI): Associate Member
  • National Association of Women in Construction (NAWIC): Audit Committee Member


Larry is a trial lawyer and a Fellow of the American College of Trial Lawyers. His practice focuses on complex business litigation, including disputes among shareholders, owners, officers and directors of companies, fiduciary duty, contracts, false advertising, trade secrets, non-competition agreements and unfair competition claims. He also represents clients in partnership and corporate dissolution actions. His experience as a certified public accountant brings a unique skill set and perspective to these types of matters. A significant part of his practice also involves the defense of consumer class actions. In addition, Larry handles professional liability and product liability litigation. He has tried numerous jury and court trials, as well as arbitrations, in a range of cases spanning business torts, commercial contracts, business dissolutions, real estate, insurance, professional liability and products liability.

Representative Work

Business Litigation

Successfully resolved during a long trial a breach of contract action against the State of California wherein plaintiff claimed $1.4 billion in damages.

Won a $4.3 million verdict and additional punitive damages on an interference with business relationship claim against a major advertising agency arising from the acquisition of a local company by the agency.

Obtained a defense verdict after a one-month trial of a multi-million dollar claim of business interruption involving a telecommunications equipment plant.

Won a large verdict against the former president of a company and his new employer for breach of fiduciary duty and violation of his non- competition agreement.

Obtained a large verdict on a lost corporate opportunity claim for a paving and grading contractor. Also successfully defended the stock and wrongful termination claims of a former vice president of the client.

Class Actions

Obtained decertification of a Rule 23(b)(3) damages class in a federal food labeling class action alleging unfair business practices, false advertising, and violations of California’s Consumer Legal Remedies Act.

Obtained dismissal with prejudice at the pleading stage in a consolidated class action filed in federal court against California’s largest dairy cooperative alleging unfair business practices in connection with dairy product pricing.

Defeated class certification in an unfair business practices and false advertising case brought against a national retailer.

Business Owner Disputes

Successfully tried a dissolution action involving a real estate company resulting in the client receiving all of the funds in dispute from the partnership's capital account.

Successfully tried a dissolution action involving a family-owned construction supplies business. Won a large verdict in a shareholder dispute involving a medical practice.

Handled several dissolution actions under California Corporations Code section 2000 involving various businesses including a large family-owned consumer products manufacturer and a high-end grocery store.

Represented a founder of a publicly-traded internet company in a dispute over stock ownership.

Professional Liability

Served as an expert witness in a case arising out of an accounting malpractice action.

Won a $4.7 million verdict for an international mining company on a claim involving complex international tax issues. Achieved a favorable settlement after a three-month trial involving legal malpractice defense.

Defended a Big Four accounting firm in actions brought by a public entity arising out of that entity's financial crisis.

Products Liability

After a two-week trial, obtained a nonsuit for a gas manufacturer in a product liability case.

After a three-week trial, achieved a nonsuit for a welding products manufacturer in a case involving claims of alleged respiratory problem due to the inhalation of welding fumes.


Stacie is a Senior Manager with DZH Phillips LLP in San Francisco. She has over 10 years of experience in public accounting, with a focus on providing assurance and consulting services to for-profit and non-profit entities in the professional service, health care, education, consumer products and environmental organizations. She has extensive experience consulting with her clients on financial statement analysis and projections in the area of cash flows, planning for operating reserves and major projects, renovations and capital campaigns. She also consults with her clients to implement internal control systems required by the COSO framework. Stacie enjoys providing guidance and advice to her clients on how they can use their financial performance and results of operations as a means to plan for the future. Stacie leads several webinars and trainings annually on technical accounting updates including revenue recognition, cash flows, fair value measurements and compliance.

Stacie earned her Bachelor’s in Accounting and M.B.A. from Arizona State University in Tempe, Arizona. Stacie currently serves as the Treasurer of the Board of North Beach Citizens and volunteers her time at various other bay area nonprofit organizations including the San Francisco Food Bank and Habitat for Humanity. Stacie is a member of the American Institute of Certified Public Accountants (AICPA) and the California Society of CPAs (CalCPA).


Terry Lloyd, Managing Director, has been handling complex valuation assignments for over 30 years. His practice includes assignments engagements involving taxes, disputes, and transactions. He has been qualified as an expert in federal and state courts, arbitration forums, and the International Court of Arbitration, and has testified for and against the IRS. His work has taken him to many states, Europe, the Caribbean, and Latin America. He has published widely, including portions of a law school textbook, and has guest lectured at law schools and graduate business schools. He also has trained lawyers, accountants, financial analysts, and judges on a variety of topics in accounting, finance, and valuation.