Skip to main content

Pocket MBA 2017: Finance for Lawyers and Other Professionals


Speaker(s): Benjamin K. Marsh, Bruce M. Buchanan, Catherine Hall, Daniel L. Stein, Frank J. Weigand, Irina Adler, James Q. Walker, Janet Vance, John Cristiano, John Moyer, Joon Ko, Laura A. Kaufmann Belkhayat, LizabethAnn R. Eisen, Lorin L. Reisner, Michael A. Skrief, Michelle Garcia, Ozgur B. Kan, Peter L. Zanolin, Philip Liu, Rick Antonoff, Robert Berger, Scott Lesmes, Thomas C. Mellor
Recorded on: Nov. 20, 2017
PLI Program #: 186974

Ben Marsh combines experience as both an investment banker and transactional attorney in advising U.S. and international issuers, underwriters, private equity sponsors and venture capital firms in a broad range of capital markets transactions.  Prior to joining Skadden, Mr. Marsh spent over 10 years in the investment banking industry, most recently in the Equity Capital Markets Group at Deutsche Bank Securities Inc.

Mr. Marsh has handled transactions across industry and product areas, with a focus on advisory services in connection with initial public offerings in the technology, real estate, financial institutions, industrials, healthcare and consumer verticals.  Other transactions include public and private equity, equity-linked and debt offerings; PIPEs; registered direct offerings; at-the-market offerings; rights offerings; and spin-offs, split-offs, carveouts and other restructuring transactions. Mr. Marsh also has worked on a number of structured offerings in the real estate, specialty finance, and energy sectors. Additionally, Mr. Marsh counsels companies on a variety of other issues, including corporate governance, investor relations and stock exchange matters.

Education 

J.D., University of Pennsylvania Law School

B.A., Hamilton College


Bruce Buchanan has over 25 years of restructuring, strategic corporate finance and debt capital advisory experience across a broad spectrum of industries, products and markets. His experience includes advising and assisting companies, private equity sponsors and other stakeholders in all phases of crisis management and restructuring, evaluating strategic alternatives and effectuating a wide array of value maximizing initiatives. He has advised on complex debt restructurings in both a public and private company context and has arranged over $30 billion in distressed and special situations capital commitments.

Prior to joining Oppenheimer, Mr. Buchanan was Head of PwC’s Debt Capital Advisory practice. His prior experience also includes Head of Restructuring and Strategic Finance Originations at Morgan Stanley and GE Capital, and Head of Strategic Finance and Global Restructuring team leader at RBS Securities. Mr. Buchanan has significant experience in restructuring and strategic planning, including the preparation of business plans, evaluation of cash flow and working capital management, and implementation of liquidity enhancement and cost transformation initiatives. Over the course of his career his responsibilities have included evaluating the full spectrum of strategic alternatives, advising on all phases of business planning and restructuring, capital raising and recapitalization solutions, including covenant relief, amend and extend negotiations, and liability management or distressed exchange transactions.

Mr. Buchanan has worked with clients across multiple industries, including consumer & retail, healthcare, power & energy, oil & gas services, steel, natural resources, chemicals and general industrial manufacturing, transportation, including shipping, rail, trucking and airlines, technology, telecommunications and media, real estate and business and financial services.

Mr. Buchanan is a Certified Public Accountant, holds an M.B.A. in Finance from New York University, and FINRA Series 24 (Principal) securities license. He is a Certified Insolvency Restructuring Advisor, member of the American Bankruptcy Institute and a frequent speaker at various corporate finance and restructuring conferences, including the iGlobal Forum, Turnaround Management Association and VALCON Conferences.  He was awarded the 2017 Gold Medal from the Association of Insolvency & Restructuring Advisors and was listed among “People to Watch” by the Turnarounds and Workouts publication.


Catherine (Catie) Hall is a director in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams and investors by helping them navigate the evolving governance landscape.

With more than 14 years of experience at PwC, Catie brings significant experience in risk management, governance risks and controls, and developing and leading internal audit functions.

Catie focuses on governance research, contributes to PwC governance publications and speaks to a variety of audiences on governance trends.

Catie is a Certified Public Accountant (licensed in New York), a Certified Internal Auditor and is a graduate of Louisiana State University with a B.S. in Accounting.



Dan Stein is a partner in Mayer Brown's New York office. He leads the firm’s global Regulatory & Investigations group and is a co-leader of the White Collar Defense & Compliance group. 

Dan focuses his practice on representing and counseling financial services firms. He has extensive experience in regulatory enforcement, government and internal investigations, white collar criminal defense and complex civil litigation. He counsels corporate and individual clients in a range of complex issues, including US Securities Exchange Commission and Financial Industry Regulatory Authority investigations and enforcement actions.

Prior to joining Mayer Brown, Dan was Chief of the Criminal Division for the United States Attorney’s Office for the Southern District of New York (SDNY). He assumed that position in July 2015, after serving as Chief Counsel to the US Attorney since July 2014.  Dan's decade-long career with the US Attorney’s Office in New York included two terms of duty. He first joined in 2003, where, as an assistant US attorney, he investigated and prosecuted cases involving a wide range of federal crimes, including those involving companies in the financial services industry. In this role, he represented the United States in several significant criminal public corruption cases. From 2009 to 2011, he served as chief of the office’s Public Corruption Unit, where he was the principal trial counsel in more than a dozen criminal trials and argued numerous appeals in the US Court of Appeals for the Second Circuit.  In 2014, Dan rejoined the US Attorney’s office, serving as chief counsel to the US attorney before stepping into his most recent role, where he oversaw all of the SDNY's criminal prosecutions and investigations.

Between stints in the SDNY, Dan spent several years in private practice, where he handled criminal and regulatory matters for a number of major financial institutions and other clients.

Earlier in his career, Dan clerked for the Honorable Leonard B. Sand of the United States District Court for the Southern District of New York. He earned a JD from Yale Law School and graduated Phi Beta Kappa from Columbia University.


Experience

14 Years in Investment Banking

8 Years with Morgan Stanley

Irina Adler is a Managing Director in Morgan Stanley’s Global Consumer and Retail Group and is based in New York.  She focuses on advising HPC, Consumer Healthcare and retail companies globally. Irina joined Morgan Stanley in August 2009 after spending more than 6 years at Citigroup in the Global Consumer and Retail, and Financial Sponsors groups.

Education

Irina received a Bachelor of Science degree (summa cum laude) in Business Administration from the Georgetown University.

List of Notable Transactions

Younique’s majority stake sale to Coty

Coty’s RMT Merger with P&G Specialty Beauty Business

e.l.f. Beauty, IPO and Follow-On

MSG Nutritional’s Sale to American Securities

Sun Products’ Sale to Henkel

US Foods IPO and Follow-On

Performance Food Group IPO and Follow-on

Jarden’s Acquisition of Jostens

Coty’s Acquisition Financing / Refinancing

KIK Custom Products’ Sale to Centerbridge

Colgate’s Acquisition of Laser

Prestige Brands’ Financing of Insight Pharma Acquisition

Aramark IPO and Follow-ons

Bed, Bath & Beyond Debt IPO

Coty IPO

Michael Kors Private Placement, IPO, and Follow-Ons

Reckitt Benckiser’s acquisition of Schiff Nutrition

Unilever’s acquisition of Alberto Culver

PepsiCo’s acquisition of Wimm-Bill-Dann Foods

KKR’s acquisition of Del Monte

Chattem’s sale to sanofi-aventis


Frank Weigand is General Counsel of HSBC Securities (USA) Inc., a registered broker-dealer, as well Managing Director, Associate General Counsel and Head of Legal for the Global Markets division of HSBC’s investment bank in the Americas region. 

In his role as Head of Legal for the Global Markets division, Mr. Weigand is responsible for managing a team of attorneys providing legal guidance to numerous investment banking business lines, which include (i) trading and derivatives across a number of assets classes (Equities, Rates, Credit, FX and Precious Metals), (ii) structured products and (iii) Balance Sheet Management (Treasury).  His advice ranges from product-specific guidance to regulatory guidance relating to broker-dealer and bank regulatory law, including requirements of the Dodd Frank Act.  Mr. Weigand is also responsible for a separate team of attorneys and non-attorney negotiators who support HSBC’s negotiation of ISDA agreements and other institutional master documentation.  Mr. Weigand routinely provides advice to HSBC’s senior management in the US as well as HSBC’s Head Office in London and other stakeholders across the HSBC franchise globally.  

In his role as General Counsel of HSBC Securities (USA) Inc., Mr. Weigand provides legal guidance on a broad range of legal and regulatory matters relating to the firm’s US broker-dealer activities. He also serves as an Assistant Secretary of HSBC Securities. .

Mr. Weigand and his team regularly represent HSBC in meetings with the Fed, OCC, SEC, FINRA, CFTC and NFA, and represent HSBC on SIFMA, ISDA, ABA and IIB committees and working groups.

Prior to joining HSBC in 2006, Mr. Weigand was an associate at Davis Polk & Wardwell in New York.  Prior to law school, he was an associate in the consulting division of Arthur Andersen LLP in New York where he work with teams assessing the viability of troubled companies and evaluating strategic alternatives by incorporating financial forecasting, modeling and operational analyses.

Mr. Weigand is licensed to practice law in New York.  He received his Juris Doctor cum laude from Fordham University School of Law, where he was a member of the Law Review, Order of the Coif and a Costantino Law Scholar.  He received his Bachelor of Science summa cum laude in Business Administration, with a concentration in Finance and a minor in German from Fordham University. 


James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims.  Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee.  He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996.  Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


Janet Vance is a partner in the New York office of Gibson, Dunn & Crutcher.  Ms. Vance serves on the Compensation Committee and the Finance Committee of Gibson Dunn and she focuses on corporate finance and private equity.  Her experience includes representation of equity sponsors, corporate borrowers and lenders with respect to secured and unsecured lending transactions, loan syndications, fund financings, senior and subordinated debt financings, first lien/second lien deals, mezzanine loans and other banking and credit matters.

Ms. Vance’s clients represent a cross-section of industries, including aerospace, defense, energy, technology, telecommunications, manufacturing, metals and retail.  Ms. Vance is consistently ranked as one of the elite Banking and Finance lawyers in New York by Chambers USA:  America’s Leading Lawyers for Business, Chambers Global:  The World’s Leading Lawyers for Business and The International Who’s Who of Banking Lawyers.  In Chambers, Ms. Vance is praised for “her experience, nuanced approach and technical excellence,” noted as “exceptional in having the business acumen to match her legal competence.  Truly outstanding.” and “When you get to a roadblock, Janet can pause and come back with something creative that no one has thought of and blast through the logjam,” “She has the rare component where she cares about our company and wants us to do well.”

Ms. Vance received her Juris Doctor from the Columbia University School of Law in 1987, where she was a Harlan Fiske Stone Scholar.  Ms. Vance was a judicial clerk to the Honorable Richard Gadbois, Jr. in federal district court in Los Angeles, California, from 1987–1988.  Ms. Vance received her Bachelor of Arts degree in English and Psychology with honors from the University of Pennsylvania in 1984.

Representative Experience

•           Working Capital and Expansion Debt Facilities:  Represents public and private companies as well as portfolio investments for private equity sponsors.

•           Acquisition Financings:  Represents equity sponsors and corporate borrowers in highly leveraged acquisition financings.

•           Restructurings:  Represents financially stressed companies and portfolio investments.

•           Fund Financings:  Represents funds, fund sponsors and lenders in connection with subscription facilities, asset-based facilities, mezzanine loans and joint venture financings.


John Cristiano is a Partner with Grant Thornton’s Transaction Advisory Services. He is a highly skilled senior financial executive and team leader with over 20 years of experience analyzing companies and industries and delivering value-added, actionable advice to clients to help them make more informed business decisions. Cristiano has completed over 200 M&A due diligence engagements exceeding $20 billion in transaction value for private equity and strategic corporate clients across a spectrum of industries, including financial services, technology/media, manufacturing, retail, and aerospace and defense. He has extensive experience in mergers, acquisitions, and divestitures including buy- and sell-side due diligence, performance analysis and improvement, forecasting and modeling, integration/separation, and enterprise valuation.

Before joining Grant Thornton, Cristiano was a managing director of corporate finance with FTI Consulting. Earlier, he was an equity analyst with UBS Investment Bank, Robertson Stephens and Prudential Securities. He began his career at Ernst & Young. 

Industries

  • Financial services
  • Manufacturing
  • Technology
  • Aerospace and defense
  • Retail

Service experience

  • Advisory
  • Transaction advisory

Professional qualifications and memberships

CPA — New York


John Moyer has 20+ years of professional services experience and is a Director in PwC’s New York Forensic Services practice. He specializes in delivering specialized advising services to senior company management, including chief financial officers, chief legal officers, chief compliance officers and chief internal auditors. John joined the firm in 2006, previously providing litigation support on a variety of legal proceedings involving securities and accounting fraud, contracting, and bankruptcy issues.

John’s expertise includes anti-corruption and anti-fraud which includes investigations, compliance program evaluations and remediation, anti-corruption and anti-fraud control assessments and implementation, and training. Since joining the firm in 2006, John has led multiple international anti-corruption and anti-fraud compliance program, controls, investigative and remediation projects.

John advises client senior management on the development of compliance remediation programs to mitigate potential corruption and fraud risks due to gaps in global policies, procedures and controls. He has advised on several implementation assessments to identify areas of additional risk or concern based on the design, communication, training and monitoring of corporate anti-corruption and anti-fraud compliance programs. In addition, he has coordinated with chief internal auditors to develop and execute procedures to evaluate the effectiveness of established compliance programs at both corporate offices and at local operational levels.

John’s work has spanned a diverse clientele across numerous industries globally, including Agribusiness, Banking & Capital Markets, Energy & Mining, Industrial Products, Pharmaceutical & Life Sciences, Private Equity, Retail & Consumer, and Technology sectors. He has worked in over 16 countries for clients investigating and remediating corruption and fraud related issues.

John is a graduate of Fordham University earning a MBA degree in Finance and Accounting. He also holds a Bachelor of Science in Foreign Service degree from Georgetown University.


Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.

From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.

From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.

Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.


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; and forensic accounting investigations. His experiences within both Assurance and Forensic Services cover a broad range of industries, including Agriculture, Automotive, Consumer Services, Energy, Financial Services, Industrial Products, Insurance, Medical Device, Pharmaceuticals, Retail and Technology.

Mr. Skrief brings over 17 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 on multiple occasions to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and the Federal Bureau of Investigation on behalf of his clients.


Ms. Kaufmann Belkhayat’s extensive experience includes advising on issuances of investment grade and high-yield indebtedness for both issuers and underwriters across many industries.

Ms. Kaufmann Belkhayat counsels numerous REIT clients and underwriters of REIT securities in a wide variety of transactions. Among others, she has advised the joint bookrunning managers in the $650 million IPO of Extended Stay America’s paired shares, as well as the subsequent debt and equity offerings by Extended Stay America and ESH Hospitality; and the co-lead managers in the high-yield notes offerings by Ryman Hotel Properties, LP and RHP Finance Corporation. She also has represented SL Green Realty Corp. in a number of financings, including offerings of senior notes, exchangeable notes and common and preferred stock, as well as debt tender offers and issuances of units for property acquisitions. She also advised Darden Restaurants in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Four Corners Property Trust and HCP, Inc. in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Quality Care Properties, Inc.

Ms. Kaufmann Belkhayat advises on M&A-related matters, including in particular on private equity financings and strategic investments and financial arrangements, including preferred stock and debt instruments. Her experience in this area has included advising Permira Funds in the equity received as part of the consideration for its $3.5 billion disposition of Arysta LifeScience and its $2.8 billion sale of its portfolio company Iglo Food Holdings. She also handles acquisition financings, including for Becton Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation, as well as its post acquisition recapitalization of CareFusion’s indebtedness; and Builders FirstSource in its acquisition of ProBuild Holdings.

Ms. Kaufmann Belkhayat’s practice also focuses on representing financial institutions in connection with a variety of securities offerings, such as BlackRock, Inc. in numerous transactions, including the secondary offerings of its common stock by Bank of America, PNC and Barclays, multiple offerings senior notes and its equity exchanges with Bank of America and PNC.

Her experience with complex capital and restructurings has included Marsico Parent Company LLC and affiliates in a private placement of multiple tranches of debt and equity securities to fund the repurchase of its equity from Bank of America and subsequent restructuring transactions. She also represented iPayment Holdings, Inc. and iPayment, Inc. in the exchange of $509 million of senior notes for a combination of debt, common stock and warrants.

In addition to a wide variety of focused areas within the capital markets, Ms. Kaufmann Belkhayat also is experienced in traditional corporate financings, including both high yield and investment grade debt.


Ozgur Kan leads BRG’s Credit Risk Analytics practice and is part of the Financial Services and Securities practices. As part of his credit-related projects, he works with the firm's clients on credit analysis and assessments, credit ratings, credit modeling and validation, bond ratings advisory, underwriting due diligence, loan and lease underwriting, deal review, credit model governance, regulatory preparedness, risk compliance, and economic and regulatory capital.

Dr. Kan’s experience in expert witness/expert opinion services covers disputes and analysis of credit analysis, assessments, credit ratings and credit risk rating parameters, securities class action lawsuits, assignment of bond ratings across different industries, underwriting of loans and leases, due diligence issues, deal review, and analysis of creditors' rights.

Dr. Kan’s advisory work in the credit area includes bond rating advisory, credit rating improvement, and assignment of credit assessments to sovereign and public finance-municipal entities, commercial and industrial companies, financial institutions, banks, broker dealers, asset-backed and structured securitizations. He performs credit rating analysis and provides structuring/restructuring and bond rating advice on asset-backed securitizations, leveraged buy outs, distressed exchanges, turnarounds, and bankruptcies. Dr. Kan also focuses on the valuation of mostly credit instruments, bonds, structured deals, workout assessments for reporting, portfolio management, and capital purposes. 

Dr. Kan previously led the Credit Methodology function in GE Capital, Americas, based in Norwalk, Connecticut. He spearheaded the use of ratings and credit methodologies in underwriting, risk-lending, and origination of loan and lease transactions. He regularly participated in transactional deal teams for the origination of asset-backed loans, cash-flow loans and sponsor finance, LBO transactions and equipment leases and also trained underwriters, loan portfolio managers, internal loan/deal review, and internal audit teams. He worked on stress-testing of the credit portfolio and portfolio analytics activities.

Dr. Kan was also previously a director in the Consulting Services group of Moody’s Analytics, where he led advisory engagements with clients mostly throughout North America and South America on credit ratings, development of internal credit risk rating models and methodologies, credit assessments, recoveries, valuation of credit instruments, credit risk analytics, and corporate portfolio stress-testing across all industries. Dr. Kan also previously worked in the valuation, securities and financial services practices of Law and Economics Consulting Group (LECG) and Marshall and Stevens, and as an academic taught MBA and undergraduate courses in finance at two universities.


Philip Liu is counsel in the firm’s corporate and finance practice. With over 15 years of experience in the financial sector, Philip advises banks and financial institutions on legal matters concerning asset management, securities regulation, commodities and derivatives, and structured products.

Philip joins Manatt having served as general counsel at a leading alternative investments asset management company in the managed futures space. There, he regularly advised on regulations concerning the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), the Financial Industry Regulatory Authority (FINRA) and the North American Securities Administrators Association (NASAA). Prior to that, Philip practiced for several years as a securities and corporate attorney, concentrating on issues surrounding commercial lending, bankruptcy, financial structuring and development, acquisition financing as well as capital markets transactions. He is a former senior vice president and legal structurer at HSBC Bank in New York.


Rick Antonoff is a Partner in the Finance, Bankruptcy and Restructuring practice at Blank Rome LLP in New York City.  Rick represents global banks and other financial institutions, direct lenders, private equity and alternative investment firms, landlords, intellectual property licensors and licensees, trade creditors and other parties in bankruptcy proceedings, out-of-court restructuring, M&A transactions and commercial litigation.  His clients are secured and unsecured creditors, strategic and financial buyers of distressed companies, lenders, foreign receivers in cross-border cases and defendants in preference and fraudulent transfer cases and mediation.

Rick is a member of the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association where he also Co-Chairs Puerto Rico Task Force. He has been an observer at the United Nations Commission on International Trade Law (UNCITRAL) Insolvency Working Group sessions since 2014.  He earned his law degree with honors from Cardozo Law School where he was a Law Review Editor and a bachelor of arts degree from Harpur College at Binghamton University.


Robert Berger is a Director in Rothschild’s Equity Advisory group.  Mr. Berger has 17 years of investment banking and corporate finance advisory experience covering over $80 billion of transactions, including public equity, equity-linked, PIPEs, registered directs, private placements and SPACs.  He has advised on landmark transactions, including Alibaba’s $25 billion IPO, Mitsubishi UFJ’s $9 billion investment in Morgan Stanley, Teva’s $7.4 billion concurrent equity and mandatory convertible preferred offering, the Canadian Government’s $3.7 billion monetization of General Motors (2 block trades) and Markit’s $1.5 billion IPO.

Mr. Berger leads Rothschild’s healthcare equity advisory practice and has executed over 40 healthcare transactions throughout his career, including transactions for Teva, Macrocure, MediWound, Enzymotec, Kamada, Pluristem, Inhibitex, Viropharma, Connetics, Xenoport, Acorda, Dendreon and Ariad.

Prior to joining Rothschild in 2011, Mr. Berger founded Iron Hills Advisors, an investment banking boutique focused on providing independent advice on capital markets transactions.  From 1999 to 2009, he was at Lazard in the firm’s Equity Capital Markets practice.  Mr. Berger began his career at Stern Stewart & Co., a consulting firm specializing in corporate finance advisory services and the implementation of the EVA (Economic Value Added) financial management system.

Mr. Berger holds a B.S. in Economics from The Wharton School of the University of Pennsylvania.


LizAnn Eisen is a partner in Cravath’s Corporate Department. Her practice focuses on domestic and international corporate finance transactions, corporate governance and reporting matters and restructurings.

Ms. Eisen is a frequent speaker and author on the securities laws. She has chaired the Practising Law Institute’s (PLI) annual program on public offerings for many years and has written on debt financing commitments and the SEC rules on completing IPOs as market conditions shift. In addition, in March 2016, Ms. Eisen spoke at a conference on “Compliance in a Global Arena: U.S., EU and Israeli Perspectives” in Tel Aviv, Israel. In June 2014, she spoke on a live webcast entitled “Underwriter’s Counsel: Latest Developments” at a program presented by TheCorporateCounsel.net.

In addition, Ms. Eisen is one of the six partners who oversee the Firm’s pro bono project with the Children’s Hospital at Montefiore and the Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She currently serves on the board of directors of Good Shepherd Services and as Vice President of the Board of The Fresh Air Fund. Ms. Eisen is also a member of the President’s Council of Cornell Women, the New York City Bar Association and the American Bar Association.

Ms. Eisen has been recognized as one of the leading practitioners in securities law by The Legal 500 from 2010 through 2016 and IFLR1000 in 2008, 2009 and from 2013 through 2017. She received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Capital Markets” in 2015. Ms. Eisen was also named to Lawdragon magazine’s 500 New Stars, New Worlds, a list of the nation’s top 500 up and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Ms. Eisen comes from Portland, Oregon. She received a B.A. magna cum laude in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. Ms. Eisen joined Cravath in 1997 and became a partner in 2005.


Scott Lesmes serves as co-chair of Morrison & Foerster’s Corporate Finance | Capital Markets practice. Mr. Lesmes primarily counsels public companies with respect to corporate and securities matters. He advises management and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns. Mr. Lesmes counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

Prior to his career in private law, Mr. Lesmes served as in-house counsel at two public companies. He was the Chief Legal Officer for Allied Capital Corporation, formerly a NYSE-listed business development company, and Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Mr. Lesmes draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor.

Mr. Lesmes also serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee.


Michelle Garcia served as Senior Vice President, Corporate Legal at Coty Inc., a global leader in beauty. In her role, Michelle wasresponsible for all corporate legal matters, including corporate governance, capital markets and securities, executive compensation and mergers and acquisitions. Prior to her role at Coty, Michelle was General Counsel of Yext, Inc., a software company, and a corporate attorney at Covington & Burling, LLP. Michelle is a graduate of Yale Law School and Duke University.


Peter L. Zanolin is Senior Director for Ethics & Compliance at Jabil, Inc, a Fortune 200 global manufacturing solutions provider with over 150,000 employees at 102 locations in 28 countries. Pete is based at Jabil’s headquarters in St. Petersburg, Florida and heads its global investigations. Prior to joining Jabil in June 2017, Pete was a Director at PwC in New York, where he advised cross-industry clients on strengthening their compliance programs. Pete started his career as a prosecutor; first as an Assistant District Attorney in the Brooklyn DA’s Rackets Bureau and then as an Assistant Deputy Attorney General in the New York State Attorney General’s Organized Crime Task Force. Pete then served as Inspector General for New York City’s construction, infrastructure and development agencies. Pete is a graduate of Fordham Law School and Fordham College, and has been proud to co-chair PLI’s Pocket MBA program since 2015.


Thomas C. Mellor represents banks and other financial institutions in a variety of debt finance transactions in the United States and globally, including syndicated, club and bilateral lending transactions (investment grade and leveraged) as well as project finance and restructuring transactions. Tom has particular experience in cross-border financings (especially in Latin America, Europe, and Asia) as well as financings with structural or other sorts of complexity. Tom is currently listed as a leading lawyer in banking and finance by Chambers USA, Chambers Global, Chambers Latin America, Legal 500 Latin America, IFLR 1000, and Latinvex. Tom serves as co-chair of the Morgan Lewis Latin America practice.


  • Joon is a Senior Vice President in Ernst & Young Capital Advisors’ Debt Capital Markets practice (“DCM”) and focuses on providing capital advisory, capital raising and capital restructuring services
  • Joon has fifteen years of experience in capital raising, investment management and investment banking, including leveraged finance, corporate finance, corporate banking and asset management.He spent eight years at Bank of America Merrill Lynch and two years at GSC Group
  • Prior to joining DCM, Joon served as a Vice President in Bank of America Merrill Lynch’s Global Corporate Banking responsible for managing a portfolio of large corporate clients (primarily private equity-owned companies)
  • Prior to Bank of America Merrill Lynch’s Global Corporate Banking, Joon was a member of the Leveraged Finance teams in London and in Charlotte as well as General Industrials Investment Banking team at Banc of America Securities responsible for sourcing, structuring and executing acquisition financings for large corporate and financial sponsor clients
  • Joon also spent two years at GSC Group, an investment management firm focused on debt investments ranging from broadly syndicated loans to junior subordinated notes
  • Joon received his Bachelor of Science from the University of Virginia (McIntire School of Commerce)
  • Joon holds FINRA Series 79 and 63 license