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Pocket MBA: Finance for Lawyers June 2010


Speaker(s): Arthur Perkins, Brian Doyle, Bryan P. Collins, Carina Ruiz, Carlos A. Schmidt, Dan Berner, Eric B. Sloan, James Webb, Jason Downing, Katherine Lo, Ken Avery, Kirsten S. Aunapu, Lewis R. Steinberg, Mark Maxson, Sam Doolittle, Thomas Omberg, Todd J. Rosen
Recorded on: Jun. 3, 2010
PLI Program #: 24616

Ken Avery is a Forensic and Dispute Services Partner with Deloitte Financial Advisory Services LLP in San Francisco, California. Ken has worked with clients on fraud and forensic accounting investigations, providing expert advice into accounting allegations and the related defense in securities litigation and has served as an audit partner on many public and private attest clients. This includes working with clients having to early adopt the section 404 requirements of the Sarbanes-Oxley legislation. He also has experience resolving purchase price disputes.

Ken has experience in numerous industries including: technology, consumer products, distribution, manufacturing, telecommunications, and electric, gas and water utilities. Additionally, Ken worked in Shanghai, China supporting multi-national clients with their in-bound investments.

Experience
Selection of Forensic Investigations, Dispute, Corporate Investigations and Securities and Corporate Litigation engagements:

  • Accounting malpractice expert witness - hired by large national accounting firm to defend its audit work over multiple years for a services company; have provided expert report and deposition testimony (scheduled to testify in ongoing arbitration hearing)
  • Accounting expert witness - Hired by technology company and provided expert witness report regarding SEC reporting issues (matter settled prior to deposition and trial)
  • Accounting expert witness - Hired by government agency and provided expert report in regards to a stock option backdating matter (settled before deposition and trial)
  • Accounting malpractice expert witness testimony - hired by Big 4 accounting firm to evaluate the quality of their audit work on a Silicon Valley technology company; provided written expert reports, deposition and arbitration testimony
  • Large and medium size technology companies - Software and Hardware: Forensic accounting, revenue recognition consulting, deposition preparation, litigation strategy and expert deposition
  • Large consumer packaged goods manufacturer and distributor:  Forensic accounting, including Grand Jury testimony
  • Large international construction company: Forensic accounting, accounting and auditing consultation, deposition preparation and litigation strategy
  • Served as a neutral arbitrator in a purchase price dispute involving the sale of a technology company
  • Served as a neutral arbitrator in a purchase price dispute involving the  sale of a distribution and service company
  • Served as an accounting expert in numerous purchase price disputes supporting the both the buyer and seller in presenting their positions
  • Documented the return processes for a large technology company.  Using this understanding, lead the forensic investigation team to analyze records to determine the actual process flows and the allegations surrounding the alleged flaws in the process
  • Stock Option backdating - Lead forensic investigation team working with outside counsel and the audit committee to determine the impact of back dated stock option for two Silicon Valley technology companies
Selection of Attest Clients:
  • Large public ice cream manufacturer and distributor: Annual audit and quarterly reviews, including first year implementation of Section 404 of the Sarbanes-Oxley legislation
  • Large public consumer package goods manufacturer and distributor: Annual audit and quarterly reviews; purchase accounting consultation, including carve-out audits; bankruptcy accounting consulting; and numerous SEC filings
  • Large public cellular phone company with international operations: Annual audit and quarterly reviews, including carve-out audit and $1.5 billion initial public offering
  • Mid-size public manufacturing and distribution company in construction sector with international operations: Annual audit and quarterly reviews
  • Mid-size private bus manufacturing company: Annual audit

Professional Affiliations
  • American Institute of Certified Public Accountants
  • California Society of Certified Public Accountants
  • Missouri Society of Certified Public Accountants
  • Certified in Financial Forensics
Education
  • University of California, Berkeley: BS in Business Administration (Accounting & Finance)


Sam Doolittle is a member of the Financial Accounting & Reporting Services (FA&RS) offering. He has more than 19 years of experience serving large multinational corporations, and has led the development our IFRS assessment and conversion methodology in the United States. Sam consults with many of our most strategic West Coast clients on accounting and reporting matters, including IFRS assessments, conversion considerations, and technical accounting matters as well as initial public offerings and other transactions. Sam also leads the Silicon Valley IFRS Council- a consortium of leading technology companies in the technology industry. Sam has extensive experience with global organizations, particularly in the areas of financial reporting, including IFRS conversions, mergers and acquisitions, internal controls, international expansion and operations, federal and state taxation, and information systems.


Arthur T. Perkins, Jr., CPA, CIRA

Profile
Mr. Perkins has more than 25 years of experience in assisting under-performing companies achieve their value potential through value-based management, strategy, turnaround and financial restructuring consulting.  He frequently assists in distressed company situations advising debtors, lenders, other creditors, investors and others in out-of-court and in-court situations.  His engagements have spanned a wide range of industries including: retail, distribution, manufacturing, food processing, agribusiness, telecommunications, media, technology, real estate, forest products, alternative energy, oil & gas, and construction.  In addition, Mr. Perkins has served as an expert in more than fifty disputes, testifying approximately twenty-five times at deposition, trial or arbitration, principally on fraudulent transfers/conveyances, economic damages, preferential transfers, viability issues, indicia of fraud, anti-trust issues and other financial matters.

Professional Activities & Affiliations

  • Certified Public Accountant (CPA), California
  • Certified Insolvency & Restructuring Advisor (CIRA), Association of Insolvency & Restructuring Advisors
  • Turnaround Management Association, 2009 chairman, 2008 president, international board executive committee member 2006 - present, international board of directors member 2002 – present, Northern California Chapter board 2000 – 2004 and president 2002 - 2004
  • Association of Insolvency & Restructuring Advisors, member, (national board member 1990 – 1996)
  • Bay Area Bankruptcy Forum, member, (board member 1995 – 1998)
  • California Society of Certified Public Accountants, statewide and San Francisco Chapter roles, 1991 - 2000

Education

  • Bentley College: BS in Accounting
  • University of California-Berkeley, Graduate Business School: Classes in Finance, Real Estate and Economics


Brian D. Doyle

Mr. Doyle is a Director at Hellman & Friedman LLC, a private equity investment firm. He is responsible for advising on accounting and tax matters related to the firm's prospective investments, portfolio companies, and dispositions.

Prior to joining Hellman & Friedman in 2007, Mr. Doyle was a partner with Deloitte Tax LLP where he specialized in advising private equity firms on their acquisitions, dispositions, and restructurings.

Mr. Doyle graduated with honors from Baylor University and earned a Masters of Taxation from Baylor Business School.


Carina Ruiz

Relevant Experience

•Led the treasury strategy, business case development, operating model design, and process flow design for a large global insurance company.•Global PMO lead for the design and implementation of an in-house bank structure for a multinational manufacturer with presence in over 200 countries.
•Led a global bank request for proposal effort that involved seven banks and services in payments, collections, pooling.
•Managed several carve-out initiatives which required developing and implementing lean treasury organizations for newly formed companies. This required creating the org structure, developing processes and policies, drafting and implementing the banking / cash management structure, and implementing SOX-compliant controls.
•Led a treasury integration project which involved rationalizing the banking structure for a multinational firm as well defining the treasury systems strategy for the combined firm.
•Developed several cash forecasting approaches for global clients with operations in Europe, Latin America, Asia, and North America.
•Led multiple Sarbanes-Oxley implementations that involved various business work streams –Treasury, AR, AP, Payroll, Finance, Tax. This also involved reviewing entity-level and governance controls.

Carina has over 12 years of treasury, finance, internal audit, and risk management experience. She specializes in in-house bank design and implementation, treasury operations, and global cash management. Prior to joining Deloitte & Touche LLP, Carina held positions in regional financial reporting and treasury for a global bank. Carina holds a certification in Financial Risk Management.


Carlos A. Schmidt

Global Head of Taxation, Highbridge Capital Management LLC

Carlos A. Schmidt is the Global Head of Taxation for Highbridge Capital Management, LLC.  Highbridge is a leading alternative asset management firm, with assets under management of approximately $21 billion. Carlos specializes in the structuring of hedge funds and private funds, cross-border investment tax planning, and financial products. He is also responsible for all fund tax reporting and all financial statements matters pertaining to FAS 109/FIN 48. Prior to joining Highbridge, Carlos was a research analyst at Goldman Sachs, where he was a member of Global Investment Research covering the lodging sector. Carlos started his career in the Los Angeles office of Deloitte Tax LLP, where he spent time in the federal and international tax groups and audit function. Carlos was selected to join the partnership tax practice in Deloitte's National Tax Office in New York, where his client base included some of the world's leading private equity firms and Fortune 500 companies. While working in Deloitte's National Tax Office, Carlos worked on IPOs, joint ventures, and tax-efficient asset disposition strategies. Carlos is a guest lecturer at both the Georgetown University Law Center and the Wharton School of Business. 

Carlos received a B.S., with honors in Accounting, from the University of Southern California, a Masters in Taxation also from the University of Southern California, and his M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Goldman Sachs Fellow.

Carlos is a CPA licensed in California, and is a member of both the AICPA and the Tax Section of the Managed Funds Association.


Dan Berner is an audit partner in the Dallas, Texas practice of Deloitte & Touche LLP. Dan has 22 years of experience serving large, complex clients in the retail, consumer and industrial products industries. Dan has served some of Deloitte's largest U.S. clients. He has significant experience in SEC matters, having handled all matters of initial and follow-on registration statements, acquisitions and divestures and period filings.

Dan seves on the board of Downtown Dallas and is an member of the Alexis de Tocqueville Society within the United Way of Metropolitan Dallas. He additionally has served on the Univerisity of Missourit-Columbia School of Accountancy Advisory Board. Dan is a certified public accountant and received his accounting degree from the University of Missouri-Columbia and his MBA from Washington University in St. Louis.


James Webb currently serves an Accounting Partner in Deloitte’s Special Acquisition Services group in San Francisco. He focuses on mergers and acquisitions and related accounting at portfolio companies. Prior to this role he was a Partner in Deloitte’s National Office Accounting Consultation group in San Francisco. He focused primarily on Business Combinations, Revenue Recognition, Goodwill and Impairments, and Income Taxes. Prior to this he served as an MDP Manager in Deloitte’s Management Development Program which recruits highly talented personnel from across the Firm to serve in a National Office capacity. James is originally from Deloitte’s Los Angeles office, where he served as a member of the Audit practice from 1997 to 2001. His clients were primarily in the industries of Aerospace & Defense, Satellite Broadcasting and Retail. James has a B.A. in Accounting from California State University Northridge and is a Certified Public Accountant in California and a member of the AICPA. James lives in Pleasant Hill, CA and is interested in tennis and golf.


Jason Downing serves as managing partner of Deloitte's North Texas, Arkansas and Oklahoma practice. Prior to this role, he served as the managing director for Deloitte Consulting in Dallas. In addition, has served as the regional service area leader for Deloitte Consulting's Strategy & Operations practice and led the Integrated Performance Management service offering within the U.S. Jason began his career in Deloitte's audit practice in 1992. In 1996, he was offered an opportunity to help grow the firm's Finance Transformation consulting practice.  He has gained a wide range of experiences serving some of Deloitte's largest global Finance Transformation clients and continues to do so today. Jason is a certified public accountant and a certified management consultant.

 


Kathy Lo is a Principal in Deloitte’s Global Employer Services (GES) Group and serves as the compensation and benefits tax practice leader for Deloitte’s Northern Pacific region. She has over 12 years of experience assisting clients in addressing tax, accounting and technology issues affecting compensation and benefit arrangements.

Kathy consults on a diverse spectrum of compensation and benefit issues, including qualified and non-qualified deferred compensation plans, equity compensation and executive compensation programs as well as, benefit issues stemming from mergers,acquisitions and divestitures. She regularly assists clients with regulatory compliance issues facing benefit programs. She has worked with large multinational companies to resolve the tax, financial reporting, technology and administrative issues arising from benefits controversy. Kathy also has significant experience in assisting companies in assessing and developing technology solutions to address compliance issues posed by system limitations including, payroll, equity and financial reporting systems.

Experience Includes
• Assist clients in designing and administering global equity and deferred compensation programs and maximizing tax efficiency of such programs
• Assist clients in minimizing the risks associated with their employee benefit programs
including performing compliance reviews of qualified and non-qualified executive compensation programs and payroll
• Assist clients in with the tax aspects of ASC 718 (formerly FAS 123(R)) and tax accounting issues surrounding option exchanges and misdated options

Education
• Boston University, B.A., Mathematics and Biological Sciences
• Boston University, M.A., Mathematical Finance
• Northeastern University, M.S., Taxation


Mark Maxson is a principal with Deloitte Financial Advisory Services LLP and has focused his career in business, securities intellectual property and intangible asset valuation. Additionally, Mark is a leader globally with regard to the firm’s life sciences industry focus. Mr. Maxson has been providing financial advisory services, with a focus on valuation, for approximately 25 years.

He provides direction and technical review for transactional engagements including business and securities valuations, purchase price allocations, intellectual property valuations, and litigation support. Mark is particularly experienced with valuation matters associated with Statement of Financial Accounting Standards Nos. 141, 142, 144,123R, and related GAAP and IFRSs.

Mark also has substantive financial strategy project experience such as customer and product pricing, feasibility studies, business plan development and review, as well financial modeling and forecasting.

He has provided services to clients for a variety of purposes, including: merger and acquisition pricing, accounting compliance, strategic financial planning, tax structuring, financing, litigation support, and dispute resolution.


PREVIOUS EXPERIENCE

Prior to joining Deloitte, Mr. Maxson led the Northern California business and intellectual property valuation practice of a national valuation firm. Mark also served as a strategic planning analyst with a national bank.
 
EDUCATION

Santa Clara University,
 BS, Finance
 Magna Cum Laude


Eric Sloan is a partner in the New York and Washington D.C. offices of Gibson, Dunn & Crutcher and a member of the Firm’s Tax Practice Group.  With nearly 30 years of broad transactional and structuring experience, Mr. Sloan is a recognized expert in partnership taxation, private equity, and "UP-C" IPOs.  

Mr. Sloan is a Fellow of the American College of Tax Counsel.  He currently serves Vice Chair, Government Relations, of the American Bar Association Section of Taxation and is a past Chair of the tax section’s Committee on Partnerships and LLCs.  He is also a member of the Executive Committee of the New York State Bar Association Tax Section and a past Co-Chair of that tax section’s Committee on Partnerships. 

He is also Conference Co-Chair of Practising Law Institute's Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on planning committees for The University of Chicago Federal Tax Conference, the NYU Institute on Tax Institute, USC’s Gould School of Law’s Tax Institute, the Texas Federal Tax Institute, and Bloomberg BNA's Pass-Through Entities Advisory Board.  In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania and Harvard Law School.  

Mr. Sloan received his Juris Doctor from the University of Chicago and his LL.M. with distinction in taxation from Georgetown University Law Center. 


Kirsten S. Aunapu has over 17 years of experience in public accounting and is currently a partner in the National Office Accounting Consultation Group at Deloitte & Touche LLP in San Francisco, California. Kirsten's technical accounting expertise is primarily focused in the areas of business combinations, consolidations, and lease and real estate accounting; as a National Office partner, Kirsten is consulted by Deloitte's partners and professionals to address complex accounting issues. 

Prior to joining the National Office Accounting Consultation Group, Kirsten was a partner in the Special Acquisition Services Group in San Francisco, where she served one of the firm's largest private equity clients. In addition to providing structuring, accounting and financial due diligence and other transaction related services, Kirsten provided technical accounting support to the client service partners and professionals serving her client's portfolio companies.

Kirsten began her career performing audit services in the Costa Mesa, California office of Deloitte & Touche LLP. Kirsten received a Bachelor of Science degree, with honors, in Business Administration with concentrations in Finance and International Business from California Polytechnic State University - San Luis Obispo in San Luis Obispo, California.  She is a Certified Public Accountant in the state of California, a member of the American Institute of Certified Public Accountants, a member of the California Society of CPAs, and a member of the Finance and Accounting Committee for "LEAP…imagination in learning," a not-for-profit organization in San Francisco with a mission to stimulate imagination and creativity in Bay Area children by bringing visual and performing artists and architects into the classroom for extended residencies.


Lew Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of Bank of America Merrill Lynch.  Lew joined BAML in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

As a banker, Mr. Steinberg has been involved in a number of significant M&A transactions, including SPX’s proposed spin-off of its Flow business, GTECH’s acquisition of International Game Technology Inc., Imperial Tobacco’s acquisition of U.S. cigarette brands from Lorillard Inc. and Reynolds American Inc., Energy Transfer’s acquisition of Susser Holdings, Albertson’s acquisition of Safeway Inc., Rayonier’s spin-off of its Performance Fibers business, Paladin’s sale to Endo Health Solutions, Berry Petroleum’s sale to LINN Energy and Liberty Global’s acquisition of Virgin Media.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.


Mr. Collins is a managing director in Andersen’s Washington National Tax Office.  His responsibilities include providing firm-wide consultation regarding corporate restructurings, bankruptcy, consolidated returns, mergers, acquisitions, and spin-offs.  Mr. Collins has been a frequent speaker and author on Federal income tax matters.  He was an Adjunct Professor in the LL.M program at Georgetown University, where he taught Consolidated Returns -- Principles and Planning for 19 years.  He is a past-Chair of the Consolidated Return and S Corporation committees of the Tax Section of the American Bar Association.  From 1986 to 1989, Mr. Collins served as Attorney-Advisor in the Office of the Tax Legislative Counsel, U.S. Treasury Department, where he advised the Assistant Secretary (Tax Policy) regarding legislative proposals and administrative guidance with respect to consolidated returns, C and S corporations, publicly traded partnerships, and oil and gas.   


TODD J. ROSEN is a bankruptcy partner in the Los Angeles office of Munger, Tolles & Olson LLP.

Mr. Rosen joined the firm in 2004 after working as an investment banker, where he served as financial advisor to official committees in the bankruptcy cases of United Airlines, Adelphia Communications and Kmart Corporation. Previously, Mr. Rosen practiced corporate law for a number of years at another major Los Angeles firm following his graduation from the University of Pennsylvania Law School.

Mr. Rosen's practice includes representation of bondholders, lenders, and other creditors in connection with bankruptcy and financial restructuring matters of all types. Mr. Rosen's bankruptcy expertise includes DIP financings, section 363(f) asset sales, automatic stay litigation and plan litigation. His practice also encompasses pre-bankruptcy planning, loan workouts, and out-of-court restructuring.

RECENT REPRESENTATIVE MATTERS

  • Bankruptcy counsel to the independent members of the board of directors of IndyMac Bancorp.
  • Representation of Clayton Homes (subsidiary of Berkshire Hathaway, Inc.) in a purchase of the military housing business of Fleetwood Enterprises Inc. in a § 363 sale.
  • Bankruptcy counsel to certain directors and officers of New Century Financial Corp.
  • Representation of The Yucaipa Companies in purchase of substantially all of the assets of FiberTech Polymers, LLC. in a § 363 sale.
  • Representation of Merrill Lynch in matters related to the bankruptcy of Refco, Inc.
  • Representation of Merrill Lynch in Cayman Islands liquidation of the SPhinX Funds


Tom Omberg
National Leader, Financial Accounting & Reporting Services

• Leads the Financial Accounting & Reporting Services practice at Deloitte.  Provides US and IFRS accounting and financial reporting advisory services to clients primarily in the financial services industry
• Firm expert in accounting, valuation and business issues in the Capital Markets arena around derivatives, securitizations and structured transactions, investments and consolidation
• Assists clients in identifying efficiency and control enhancements around financial risk and the related policies in the Treasury and Accounting functions
• Responsible for the U.S. Firms' Credit & Valuation Program Management Office (PMO) that monitors the credit crisis and the impact to our clients. Member of IASB Expert Advisory Panel on Fair Value
• Previously led our National Office Accounting Consultation Group — Financial Instruments
• Clients served include Fannie Mae, Blackstone, AIG, Washington Mutual
• Previously served as Deputy Controller of Bear Sterns, 2004-2006

Education & Professional Affiliations

BBA, James Madison University
American Institute of Certified Publics Accountants