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Pocket MBA Fall 2014: Finance for Lawyers and Other Professionals


Speaker(s): Alfred L. Browne III, Ann Beth Stebbins, Bartholomew A. Sheehan, III, Chad A. Kokenge, Daghan M. Or, Dana G. McFerran, David B. Hardison, David C. Daly, Dubravka K. Tosic, Ph.D., Ellen S. Friedenberg, Ewa Knapik, James J. Agar, Jeffrey L. Rothschild, Jennifer L. Blouin, Laura M. Skrief, Manny A. Alas, Mark S. Radke, Matt Shelhorse, Michael A. Skrief, Philip J. Antoon, Richard J. Bernard, Ryan A. Maupin, Sandra Maria T. Parrado, William B. Scally
Recorded on: Oct. 9, 2014
PLI Program #: 51036

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


Ann Beth Stebbins is a corporate partner in Skadden’s New York office who concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

  • Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;
  • Apax Partners LLP in:
    • its acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;
    • its acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
    • its acquisition of Quality Distribution, Inc.;
    • the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited;
    • its acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and ML Global Private Equity Fund;
    • its acquisition of Tivit, a leading technology service provider in Brazil; and
    • the formation of Advantage-Waypoint, LLC, a consortium of food service brokers;
  • Bally Technologies, Inc., a manufacturer and distributor of gaming devices, in its $100 million acquisition of Dragonplay Ltd. (Israel), a developer of online games; and its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;
  • Colfax Corporation, a manufacturer of fluid handling products, in its acquisition of Victor Technologies Group Inc., a manufacturer of industrial equipment, from Irving Place Capital;
  • Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;
  • Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;
  • J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;
  • Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;
  • SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan; and
  • the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. In 2012, she was recognized as one of five “Outstanding Women Leaders” by Georgetown University Law Center. She also has been named as a “Woman Dealmaker of the Year” by The M&A Advisor.


Chad Kokenge is a leading authority on complex accounting and financial reporting matters and advises companies across many areas including revenue recognition, equity-based compensation, business combinations, and valuation.  Chad is a national leader in PwC's Transaction Services - Capital Markets and Accounting Advisory Services practice.  He regularly engages with clients and their efforts around accounting matters and is active on the professional front serving as co-chairperson for the AICPA's task force on valuation of private equity securities. 

Prior to joining Transaction Services, Chad spent several years as a partner in PwC's National Office. While in National Chad represented PwC in many forums and was a consultant in the U.S. and Global Accounting Consulting Services practices consulting with engagement teams and clients in various U.S. GAAP and IFRS matters. 

Chad is also a former Professional Accounting Fellow in the Office of the Chief Accountant at the SEC where he consulted with registrants on a variety of issues and participated in oversight of private sector standard-setting efforts. 

Chad holds a Master in Professional Accounting from the University of Texas at Austin, and a Bachelor of Business Administration in Finance and Minor in Mathematical Sciences from the University of Iowa.  He is a licensed CPA and a member of the AICPA. 


Daghan Or
Partner, PwC’s National Professional Services Group

Daghan Or is a Partner in PwC's National Office. He specializes in complex technical accounting and financial reporting issues in the areas of M&As, divestitures, impairments, segments, and consolidations. Daghan serves as an expert consultant to PwC professionals and clients on these and other complex financial reporting areas. Daghan also leads teams in monitoring standard-setting and regulatory activities (of the FASB, SEC, and IASB), communicating those activities with companies, and developing PwC’s point of view on the related proposed and final rules.

Previously, Daghan served a two-year term (2012-2014) as a Practice Fellow at the Financial Accounting Standards Board (FASB). At the FASB, Daghan was the Emerging Issued Task Force (EITF) Coordinator, overseeing the issuance of several new accounting standards and interpretations. At the FASB, Daghan was the lead author of the recently issued standard on Going Concern which defines in U.S. GAAP management’s going-concern assessment and disclosure responsibilities. In addition to his EITF Coordinator and Going Concern lead role, Daghan participated in the development of several exposure drafts and final standards during his FASB tenure.

Prior to his FASB fellowship, Daghan managed PwC audit engagements of large and medium-sized private companies in Boston and served a two-year term in PwC’s National Office as a consultant and author of several PwC publications. Daghan started his career in PwC’s Istanbul, Turkey office in 1999. He has a bachelor’s degree in Economics and is a Certified Public Accountant (CPA) in Massachusetts and New Jersey.


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

 


David B. Hardison is co-head of Fried Frank's Professional Services Defense and Counseling Practice and maintains a resident practice in both Fried Frank's Washington, DC and New York offices.  He joined the Firm in 1984 and became a partner in 1993.

Mr. Hardison concentrates his practice in securities enforcement, regulation and litigation.  His practice includes counseling public companies and their officers and directors on their regulatory and disclosure obligations and representing clients before the United States Securities and Exchange Commission.  He has particular experience in cases involving complex accounting, auditing and financial reporting issues.  Mr. Hardison has also advised each of the “Big Four” accounting firms and the American Institute of Certified Public Accountants on issues relating to scope of services and auditor independence, and has represented both accounting firms and individual audit partners in connection with SEC, PCAOB and other regulatory inquiries.

Mr. Hardison has authored numerous articles on current issues arising under the federal securities and banking laws in publications ranging from Legal Times to The Business Lawyer to The National Law Journal.  He is a frequent speaker on securities and accountancy law.

Mr. Hardison headed a Subcommittee that focuses on the activities of the Public Company Accounting Oversight Board and is a Member of the Law and Accounting Committee, of the American Bar Association.

He received his JD from Columbia Law School in 1984 where he was a Harlan Fiske Stone Scholar and his AB, cum laude, from  Princeton University, Woodrow Wilson School of Public & International Affairs in 1981, where he was member of the Phi Beta Kappa society.  Mr. Hardison is admitted to the bar in the District of Columbia; and New York.


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.


Manny A. Alas has 30+ years of professional services experience and is a Partner in the New York Office. He is the U.S. Forensics FCPA leader as well as Global Forensics FCPA Working Group Chair. In addition, he currently serves as a member of the PwC U.S. Forensic Strategy Council and is the former New YorkMetro Forensics Market Leader (2009 – 2012).

He delivers specialized advisory services to boards of directors, audit committees, senior company management including chief financial officers, chief legal officers, chief compliance officers and chief internal auditors. His expertise includes international business risks, global mitigation strategies, risk effectiveness benchmarking, investigations, remediation, compliance systems and programs, control assessments, control implementation, commercial dispute analysis, international acquisition diligence, integration strategy development and training programs.

His principal area of expertise is anti-corruption which includes fraud investigations, forensic accounting, compliance controls and remediation programs. Since 2001 Manny has led over 80+ international anti-corruption compliance program, controls, investigative and remediation projects.

He assists company boards, entities, individuals and law firms with investigations and remedial strategies that are presented before the Department of Justice, the Securities and Exchange Commission as well as foreign regulators.

In addition, he has led a variety of significant international and domestic corruption investigations covering such areas as, accounting fraud, asset diversion, foreign corrupt practice investigations, money laundering and Ponzi schemes.

His diversified anti-corruption experience includes such industry sectors as: Aerospace and Defense, Agriculture, Automotive, Banking and Capital Markets, Consumer Products, Media and Entertainment, Energy, Industrial Products, Hospitality and Leisure, Life Sciences, Not-for-Profit, Pharmaceutical, Private Equity Real Estate, Retail, Sports, Technology and Utilities.

In 2008,Manny was selected by Ethisphere as one of the top "100 Most Influential People in Business Ethics".

Manny is a graduate of Villanova University earning a BSA degree. He is a Certified Public Accountant and certified in Financial Forensics (CFF). In addition, he is a member of the American Institute of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants (NYSSCPA).

He is a former member of the Nassau Chapter of NYSSCPA's Litigation Support Committee as well as its Investigative/Forensic Accounting subcommittee. He is a regular speaker at national and international anti-corruption conferences. He is a featured FCPA speaker at the American Conference Institute's FCPA conferences and serves as a
faculty member at the Practice Law Institute (PLI).

Manny currently serves on the Strategic Consulting Institute (SCI) Advisory Board of the MBA Programs of Mercy College and the Board of Advisors to the Molloy Business School. He has lectured as a guest accounting and auditing instructor at Villanova University, Columbia University, University of Virginia, Lehigh University, Notre Dame, St. John’s University and Georgetown University. He is proficient in Spanish.

In addition,Manny is the past President of a not-for-profit organization that organizes and manages youth programs for
over 25,000 Long Island youth.


Michael Skrief is a Principal in the Forensic Services practice of the New York office of PricewaterhouseCoopers LLP.  He provides extensive accounting and auditing experience to attorneys and clients in litigation.  His experience includes Securities fraud class actions; anti-corruption and Foreign Corrupt Practices Act ("FCPA") investigations, compliance reviews, training, and remediation activities; financial fraud and embezzlement investigations; forensic accounting investigations; and bankruptcies. His experiences within both Assurance and Forensic Services cover a broad range of industries, including Agriculture, Automotive, Consumer Services, Energy, Industrial Products, Insurance, Medical Device, Pharmaceuticals, Retail and Technology.

Mr. Skrief brings over 16 years of business experience to his clients.  He has assisted in preparing issue documents in response to SEC Subpoenas, prepared financial models and analysis for client defense, analyzed internal client documents for specific accounting issues related to SEC investigations, analyzed effects of accounting issues related to an SEC investigation to calculate damages, and employed various forensic accounting techniques to trace cash disbursements and account movements related to fraudulent activity. He has conducted interviews of company personnel; documenting existing business processes, and evaluating internal controls and analysis of specific controls that failed to detect and/or prevent the fraud investigated. Michael has also presented to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and the FBI on behalf of his clients in response to the alleged FCPA violations and related remedial actions taken. Some of his representative engagements include:

  • Investigation of a major consumer products distribution company to identify possible fraud and earnings management. Analysis of specific balance sheet areas and interviews of key management to uncover evidence of collusion and financial misstatements.
  • Pre-acquisition FCPA due diligence for a global private equity firm related to potential acquisitions in Asia, Europe, and South America.  Identification and analysis of anti-corruption risks areas and evaluation of the internal control environment.
  • Accounting expertise related to the SEC investigation of a fortune 50 technology company. Assisted counsel in analyzing and responding to SEC requests regarding accounting issues.
  • Investigation and compliance reviews related to alleged FCPA violations in the telecom division of a multinational corporation. Analysis of financial documents and data, review of emails and accounting records, and interviews of personnel.
  • Defense support for a Major Energy Producer and Distributor related to a “whistle-blower” complaint. Analysis over 100 specific allegations and several distinct accounting issues.
  • Investigation of a large Biotech Company, employing various forensic accounting techniques to identify improperly booked transactions and accounting adjustments. Assisted in the restatement of the financial statements.
  • Evaluation of the effectiveness of internal controls for an Automotive Manufacturer as it relates to compliance with the books and records provisions of the FCPA, identifying potential books and records violations and control weaknesses.
  • Investigation of alleged FCPA issues related to a multinational Agriculture producer. Performance of a current state assessment and subsequent remediation of the Company's compliance program.


Professor Blouin is an associate professor of accounting at the University of Pennsylvania’s Wharton School. She studies taxation in many contexts, including capital structure, asset pricing, payout policy and multinational firm behavior. Professor Blouin's research has been published in top-tier academic journals including Accounting Review, Journal of Accounting Research, Journal of Accounting and Economics, Journal of Financial Economics, National Tax Journal and the Journal of the American Taxation Association.  She has received funding from the Rodney L. White Center for Financial Research, the Global Initiatives Research Program and the International Tax Policy Forum.  Professor Blouin is a current Penn Fellow. In addition, she was a 2009-2010 Golub Faculty Scholar. 

Professor Blouin teaches taxation to undergraduate, MBA, and PhD students. She won Wharton’s 2010 MBA Teaching Commitment and Curricular Innovation Award and the 2014 Award for Teaching Excellence.  She received her PhD in Accounting from the University of North Carolina- Chapel Hill and her BS from Indiana University – Bloomington.  Prior to obtaining her PhD, Professor Blouin was a tax manager with Arthur Andersen LLP.


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.


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.

 


Matt is a Partner in PwC's Forensic Services Practice in New York and serves to co-lead our forensic efforts in the retail and consumer sector.  Matt has over twenty four years of forensic accounting, consulting and financial management experience.  Matt has worked with attorneys, corporate clients, individuals and governmental agencies to assist them in a variety of matters across various industry sectors, including retail and consumer, financial services, alternative investments, real estate and not-for-profits.

Matt has experience in leading large complex engagements for multinational organizations, has worked on the ground in over twenty eight different countries and has led teams working in various other global locations.  Matt's range of experience includes providing assistance to companies with respect to certain corporate investigations, misappropriation of assets and related misconduct, corporate intelligence and background research, regulatory inquiries/examinations, governance and compliance matters, allegations of bribery and corruption, conducting risk assessments and controls testing, transactional due diligence and electronic discovery processes and related data analysis.

With respect to certain recent assignments, Matt has conducted proactive compliance/fraud risk assessments in Brazil, India, China, Hong Kong, Japan, Russia and Latin America and has worked with management to develop remediation plans to enhance their compliance and monitoring programs, including third party management and audit processes.  Matt has also assisted clients in analyzing potential acquisitions and investments in North America, Europe, Asia and Latin America.  Matt recently worked on investigation for a US company with operations in Europe focused on potential financial reporting irregularities and conflicts of interest.

In connection with certain engagement matters, Matt has interacted with and/or been interviewed by representatives of the U.S. Department of Justice, the U.S Securities and Exchange Commission, the FBI, the Office of the Comptroller of the Currency and the New York State Inspector General’s Office.  Matt has provided deposition testimony in connection with two different litigation matters and also served as an expert in a dispute involving a bankrupt financial institution.

Matt has developed and instructed training courses and case studies on fraud and forensic accounting and has lectured groups on such topics at numerous corporations, universities and professional association events, including certain American Conference Institute (ACI) programs focused on anti-corruption and FCPA.  In addition, Matt co-authored a chapter titled "Corporate Remediation" in "A Guide to Forensic Accounting Investigation" (second edition) and served as the editor of PwC's thought leadership piece titled "Cleaning Up Corruption: Why anti-corruption compliance is now on the C-Suite radar and as the host of a related four-part video series.

Matt is a Member of the AICPA and the NYSSCPA and an Associate Member of the ACFE.  Matt is a CPA in the State of New York and is Certified in Financial Forensics (CFF) by the AICPA.


Alfred L. Browne, III is a partner in the Cooley Business department, and is partner in charge of the Firm's Boston office. He joined the Firm in 2007 and is resident in the Boston office.

Mr. Browne specializes in mergers and acquisitions; late-stage venture capital and growth equity transactions; cross border transactions; and complex intellectual property transactions, particularly in the software industry. Mr. Browne's clients include strategic and financial buyers and sellers in public and private acquisitions, including private equity sponsored leveraged buyouts and take-private transactions. Mr. Browne also has significant experience in counseling boards of directors in connection with mergers and acquisitions and related governance and anti-takeover matters.

Mr. Browne has experience representing a broad range of technology and other growth companies including software, technology-enabled services, healthcare IT, telecommunications, and services companies. 

Prior to joining Cooley, Mr. Browne was a partner and chair of the Venture Capital/Emerging Companies Group in the Boston office of Sullivan & Worcester LLP. He also formerly practiced law in the Business Practice Group at Testa, Hurwitz & Thibeault, LLP.

Mr. Browne has been named by Boston Magazine as a Massachusetts Super Lawyer each year since 2008, and was also recognized as a "Rising Star" in the 2007 and 2006 editions. He has also been nationally recognized by the Legal 500 as a recommended lawyer for his work in the M&A: large deals ($1b-5b) category in the 2013 US Edition.

Education

University of Virginia School of Law, JD, 1994
Tufts University, BS Electrical Engineering, minor in computer engineering, 1991, magna cum laude


David C. Daly

Position

Director, Forensic Services, PwC New York office

Summary of Experience

  • Forensic accountant with over 26 years of combined public and industry accounting experience with a focus on licensing management and contract compliance matters, investigations and litigation support with regard to accounting and auditing matters.
  • Leads the PwC licensing management and contract compliance efforts in New York.
  • Performed or consulted on more than 50 licensing management and contract compliance engagements.
  • Lead or participated on more than 30 investigations of such matters as asset misappropriation, embezzlement, product diversion,
  • Lead or consulted on more than 30 litigation and arbitration matters that concerned application of generally accepted accounting principles (“GAAP”), generally accepted auditing standards (“GAAS”) and other accounting matters.
  • Supported a neutral arbitrator in resolving post acquisition disputes related to accounting issues
  • Worked on internal projects related to potential accounting issues at non-SEC registrant audit clients
  • Testified twice on accounting issues in one arbitration matter and deposed as a fact witness in three other civil matters, one matter related to the conduct of an investigation and two related to accounting provisions of contracts

Credentials

  • Certified Public Accountant (CPA) - New York
  • Certified in Financial Forensics (CFF)
  • Certified Fraud Examiner (CFE)

ProfessionalAssociations

  • Member of the American Institute of Certified Public Accountants (AICPA)
  • Member of the New York State Society of Certified Public Accountants (NYSSCPA)
  • Member of the New York State Society of Certified Public Accountants (NYSSCPA) Professional Ethics Committee
  • Member of the Association of Certified Fraud Examiners

Client Industries

During his career at PwC, David has served a diverse range of clients, both U.S. and internationally-based, across different industries. His industry experience includes:

  • Advertising
  • Publishing
  • Entertainment and media
  • Real estate and hospitality
  • Financial services
  • Telecommunications
  • Higher education
  • Transportation
  • Professional services
  • Wholesale jewelry manufacturing

Forensic Experience

As a member of PwC’s Forensic Services practice, David provides his clients with a range of forensic accounting, licensing management & contract compliance, litigation and corporate investigation services. David leads PwC’s licensing management & contract compliance efforts in New York and serves as a subject matter specialist in recorded music, advertising and licensing management & contract compliance. Prior to joining the PwC Forensic Services practice, David worked as a controller for a concert production company and for an artist services company as well as a financial auditor. His range of experience includesmatters involving:

  • Asset misappropriation
  • Financial diligence
  • Breach of contract
  • Contract compliance
  • Damages
  • Embezzlement
  • Employee dishonesty
  • Foreign Corrupt Practices Act (FCPA)
  • Fraud
  • Misapplication of GAAP
  • Profit sharing disputes
  • Post-acquisition disputes
  • Professional malpractice
  • Records reconstruction
  • Projections and forecasts
  • Valuation


Ellen Friedenberg is a partner in the Corporate practice group of Hughes Hubbard & Reed LLP. She is Co-Chair of both the M&A and Corporate Governance Groups. Ellen handles corporate and securities law matters, with an emphasis on negotiated acquisitions and dispositions, hostile takeovers and takeover defenses, going private and other corporate restructuring transactions, joint ventures, strategic alliances and other complex transactions in a variety of industries, as well as corporate governance matters. Her experience includes many international transactions. Her publications include co-authoring a treatise chapter on joint ventures. Ellen is a 1978 summa cum laude graduate of Yale University and is a 1981 cum law graduate of Harvard Law School.


Ryan A. Maupin
Director

Ryan Maupin is a Director in Grant Thornton's Corporate Advisory & Restructuring Services (CARS) practice and is based in New York.

Ryan has 12 years of restructuring experience advising domestic and international companies, secured and unsecured creditors, sovereign wealth and private equity funds in workout situations both in-court and out-of-court. Ryan brings extensive experience in all aspects of restructuring transactions including business plan development, building integrated financial models and 13-week cash flow projections as well as serving in various interim management and advisory capacities across a wide variety of industries.

Prior to joining Grant Thornton, Ryan served as Director in KPMG's Transactions & Restructuring practice where he led efforts to restructure approximately £97M of debt associated with a distressed mixed-use development project in the United Kingdom on behalf of a sharia-compliant sovereign wealth fund. In 2012, Ryan served as crisis manager to a large not-for-profit organization based in Philadelphia. During the restructuring process his team assessed the organization's short-term cash flow and working capital needs, negotiated a turnaround plan with lenders, developed various cost-cutting initiatives and provided advice with regard to the strategic disposition of certain long-term assets. Prior to that, Ryan assisted Centro Properties Group during the sale of its US asset portfolio (approximately 600 properties) to The Blackstone Group for approximately $9.4 billion as part of its broader restructuring efforts in Australia. Shortly after the closing, Mr. Maupin led a team that designed and implemented a property-level forecast process for Newco.

Prior to joining KPMG, Ryan was a Manager in Grant Thornton’s Corporate Advisory & Restructuring Services practice where he helped represent a guarantor of private student loans with more than $18 billion in outstanding guarantees in its efforts to reorganize while in Chapter 11. During the engagement he was responsible for developing and maintaining a three statement forecast model and also helped create a methodology and supporting models to calculate contingent claims for more than 13 million student loans in Debtor’s portfolio.

Prior to Grant Thornton, Mr. Maupin was a Consultant at Navigant Capital Advisors, a boutique investment banking firm specializing in both restructuring and M&A.

Education

BS - Millikin University

Licences and Affiliations

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


  • 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


Laura is a Director in the PricewaterhouseCoopers Forensic Services Practice in New York with over fourteen years of experience.  She provides accounting, auditing and investigative experience to attorneys and clients. 

Laura has assisted attorneys and clients in high profile FCPA and Securities Litigation investigations, specializing in forensic accounting projects. Laura has experience in conducting FCPA Compliance reviews and investigations, acquisition FCPA due diligence, developing and delivering FCPA Compliance training, and assisting with monitoring and remediation programs. Additionally, she also has significant experience on international and domestic assignments relating to matters involving: SEC investigations, forensic accounting assignments, accounting fraud, accounting malpractice, asset misappropriation, embezzlement, internal audit investigations, arbitrations, purchase price disputes and evaluation of alleged fraudulent activities.

Laura's experience covers a broad range of industries, including Pharmaceutical, Medical Device, Financial Services, Technology, Industrial Products, Consumer Services, Automotive and Retail. 

Laura obtained her undergraduate degree from Villanova University.  She is a Certified Public Accountant and is licensed to practice in New York.


Mr. Scally is a Director in PwC’s Forensics practice in Boston.   He has 12 years of management consulting experience advising clients on a broad range of business issues.  Mr. Scally has experience providing financial, economic and statistical services to companies with a focus on equity and debt valuation, business enterprise valuation, business model due diligence and contract compliance.

Mr. Scally has experience applying valuation principles while assisting companies to pursue strategic initiatives as well as in the context of analyzing economic damages pursuant to government and commercial litigation disputes.  These skills have been applied involving a variety of issues including the valuation of closely-held businesses, patent infringement, joint venture disputes, breach of contract, business and asset impairment analyses and purchase-price disputes.  Mr. Scally also assists clients with financial and tax reporting issues related to business combinations, with an emphasis on business enterprise valuation and intangible asset valuation.  Mr. Scally’s valuation experience includes engagements across a broad array of industries, including private equity and early-stage ventures, service, software, technology, manufacturing, financial services, life sciences and healthcare.  Mr. Scally has testified as an expert witness on multiple occasions.

Mr. Scally is a Chartered Financial Analyst (CFA) charter-holder and holds a Bachelor of Science degree in Systems Engineering from the United States Naval Academy and a Masters in Business Administration from Boston College.