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Basics of Accounting for Lawyers 2011: What Every Practicing Lawyer Needs to Know

 
Author(s): Darrick J. Hooker, Terry Lloyd, Lawrence M. Cirelli, Sonya Andreassen-Henderson, Karen Kincaid Balmer, Eric Alan Stone
Practice Area: Accounting, Corporate & Securities, Litigation
Published: Jul 2011
ISBN: 9781402416262
PLI Item #: 28556
CHB Spine #: B1894

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


Darrick Hooker is a counselor and a litigator who routinely counsels and represents clients with a variety of intellectual property issues, including patent litigation and counseling relating to litigation, as well as trade secret, trademark, copyright, and entertainment matters.  He has extensive transactional and litigation experience representing clients, including but not limited to, the medical devices, pharmaceuticals, healthcare, computer software, chemicals, mechanical devices, industrial, renewable energy, utility, mechanical engineering, and automotive/transportation industries.  Darrick has extensive experience in initial case evaluation and assessment, development of case strategy and settlement options, all phases of discovery, Markman hearings, trial strategy development, trial, and post-trial proceedings and appeal.

He also assists his clients with licensing, risk assessment and management, internal governance, compliance, and due diligence investigations in connection with licensing transactions, mergers, and acquisitions, namely those involving intellectual property portfolio acquisitions.  As a result, he has developed a reputation for having an in-depth understanding of a client’s business and technology to successfully identify and manage global assets, such as licensing and “freedom to practice” analyses of products, methods, and packaging.  This includes conducting patent landscape investigations, and opinion work such as patentability, validity, non-infringement, and freedom-to-operate opinions.

His entertainment practice includes advising and counseling clients on intellectual property, licensing and other contract rights, publishing rights, rights of publicity, and branding issues.

As a commercial litigator, Darrick has advised clients on and litigated cases involving complex commercial matters, including cyber security, product liability, premises liability, and breach of commercial agreements.

Darrick is admitted to practice before the United States Patent and Trademark Office.  He serves on the Board of Directors of the Institute for Science & Education Technology, Free Spirit Media, and the Black Entertainment and Sports Lawyers Association.  He is also a member of the Intellectual Property Advisory Board at the Maurer School of Law at Indiana University-Bloomington.


Terry Lloyd, CPA, CFA is a financial analyst with a practice specializing in finance and accounting matters in tax, dispute, and transaction settings.  He is also an arbitrator for the AAA, FINRA, and under court appointment.  He is a CPA and Chartered Financial Analyst (CFA) and has published widely, including portions of a law school text on accounting and has guest lectured for both law schools and graduate business schools.  Mr. Lloyd has been qualified as an expert on valuation, finance, accounting, and damages in courts, arbitration forums, and the International Court of Arbitration.  He also once deposed another CPA. 

Mr. Lloyd’s work has taken him to Europe, the Caribbean, and Latin America.  His clients include law and accounting firms, private equity investors, the SEC, and the IRS.

Mr. Lloyd holds a BA in accounting (magna cum laude) and an MBA in finance.  He is a shareholder in the consultancy Finance Scholars Group and was previously a partner with BDO Seidman and a managing director with the Huron Consulting Group.


A partner in the Litigation Department, Eric Stone divides his practice between general commercial litigation and patent litigation.  He has litigated and tried cases in State and federal courts across the country, and in arbitrations here and overseas. 

Significant commercial cases include:

  • Private equity funds in litigation regarding the purchase or sale of various portfolio companies;
  • Trustees of a State’s largest municipal pension plans in an action against their former actuaries;
  • A leading technology and services company in employment litigation;
  • A major medical device manufacturer in a series of product liability class actions; and
  • Songwriters and music publishers in litigation to set the rates that online music providers pay to perform their music.

Significant patent cases include:

  • Genentech in litigation over a pathbreaking patent disclosing a method for creating antibodies using recombinant DNA techniques.
  • Biogen Idec in litigation regarding recombinant beta interferon.
  • Craig Thompson, M.D., the President of the Memorial Sloan Kettering Cancer Center, in litigation related to Dr. Thompson’s prior work in cancer metabolism at the University of Pennsylvania.

Eric also maintains an active pro bono practice, and is a Trustee of the Lawyers Committee for Civil Rights Under Law.

Eric served as a notes and comments editor of the New York University Law Review and was elected to the Order of the Coif. Before law school, Eric participated in the New York City Urban Fellows program, working at the New York City Department of Correction.

Practices

  • Litigation
  • Employment
  • General Commercial Litigation
  • Insurance
  • Intellectual Property Litigation
    - Patent & Other Scientific
  • International Arbitration
  • Product Liability

Education

J.D., New York University School of Law, 1997magna cum laude
B.A., Williams College, 1993magna cum laude, Phi Beta Kappa

Clerkship

Hon. Charles P. Sifton, U.S. District Court, Eastern District of New York


Professional Summary

Resourceful, results-oriented risk, compliance and investigations professional accomplished at both leading teams through fast-paced and high stakes investigations and working collaboratively and cost-effectively with business personnel to manage ethics and compliance risks.  Strong executive presence, project management and constructive communication skills, with international experience.

Professional Experience

PNC Bank, N.A.   2011 – Present

Vice President – Enterprise Fraud Management, Downers Grove, Illinois  2011 – Present

Lead a specialized team focused on preventing, detecting and investigating suspicions of mortgage fraud for PNC’s mortgage business.  In this leadership role, extensive involvement in team and individual performance management, professional development and initiatives around strong, constructive team engagement.  Also consistently demonstrate strong risk management focus and success in leveraging intelligence obtained from investigations, industry interactions and discussions with law enforcement for mortgage fraud awareness, prevention and detection purposes within PNC’s mortgage business.

PricewaterhouseCoopers LLP 1998 - 2011

Director of Forensic Services, Chicago, Illinois      2002-2011

Manage diverse teams through high profile, time sensitive, complex investigations for public and private companies.  Interact with Board of Directors, senior executives, counsel and regulatory personnel.  Extensive experience with global manufacturing and service companies. 

  • Provide cost-effective, realistic guidance on leading practices for internal investigations, risk mitigation, fraud prevention and compliance based on extensive investigations experience.
  • Drive focused, results-oriented investigations that promptly and efficiently address key stakeholder needs, including those of auditors, the SEC, and other regulatory and law enforcement agencies.
  • Concisely communicate internal control considerations, process improvement recommendations and investigation findings to senior management, Audit Committees, Boards of Directors and counsel.
  • "On call" expert for internal audit and compliance teams as they respond to a wide range of Sarbanes-Oxley "whistleblower" communications, address critical fraud, internal control and compliance risks both proactively and reactively and fulfil fraud, ethics and compliance training requirements.
  • Advocate for and advise companies on M&A agreement terms, including working capital and purchase price clauses and adjustments; analyze contract terms and supporting documentation to frame persuasive, supported positions and adjustment calculations.
  • Conduct investigative procedures on consecutive bank closings with the FDIC, with an in-depth understanding of the FDIC investigation process, protocols and focus.

Manager in Transaction Services, Dallas, Texas/Chicago, Illinois   2000-2002

Led due diligence teams in operational and financial analysis of prospective acquisition targets, with emphasis on rapid, relevant findings on quality of assets, earnings and projected cash flows.  Extensive experience with in-bound capital, manufacturing and energy-related acquisitions.

  • Led due diligence teams assessing financial performance, creating and refining cash flow models and identifying and communicating key findings/recommendations to deal teams and client executives; advised and collaborated on strategic goals and due diligence activities.   
  • Advised on incorporating key due diligence findings into pricing and contract terms and provided insight into profitability and cashflow to maximize deal value and address areas of risk.

Global Capital Markets Group Manager, London, UK    1998-2000

US GAAP and SEC specialist to foreign private issuers preparing to IPO and on 1933 and 1934 Act requirements.  Advised companies on requirements for accessing US capital markets through registration with the SEC and guided the accounting and financial reporting components of their SEC filings.

Coopers & Lybrand LLP, Kansas City, Missouri     1995 - 1998
Auditor

Conducted external audits for public and private companies, prepared financial statements, drafted footnotes and advised on accounting/reporting requirements.  Extensive regulated industry experience.

Credentials & Education

Certified Public Accountant (CPA), Certified in Financial Forensics (CFF)
Certified Fraud Examiner (CFE)
AICPA Member

Masters of Accountancy, University of Missouri-Columbia, 1995
Bachelor of Science, Business Administration, Summa Cum Laude, Columbia College, 1993

Presentations & Publications (selected)

  • Co-Chair for the 2010-2013 annual AICPA Forensic/Business Valuation+ National Conference planning committee, committee member 2008-2009
  • Chair of the Practising Law Institute Basics of Accounting program (Chicago) 2008-2012
  • Chair of the Practising Law Institute Pocket MBA for Attorneys program (Chicago) 2010-2011
  • Co-author of "Insights from an M&A Monitor"; Executive Counsel, July/August 2009
  • Contributing author of A Guide to Forensic Accounting Investigation, John Wiley & Sons, Inc., 2006 1st edition and 2012 update
  • Frequent speaker at mortgage fraud risk management or compliance-related conferences, including the Mortgage Bankers Association (MBA) National Mortgage Fraud Issues Conference (2012, 2014), American Conference Institute (ACI) Mortgage Fraud conference (2013), Predictive Methods conference and others
  • Presentations to numerous Fortune 500 insurance, energy, financial services and manufacturing companies  on compliance, investigations, accounting and regulatory topics
  • Adjunct faculty, DePaul University, Chicago, Illinois, Detecting and Investigating Financial Fraud, Winter 2004, periodic guest lecturer 2005-2007
  • Instructor of Foundations of Consulting for PricewaterhouseCoopers Advisory new hires 2009-2010
  • National Association of Women Lawyers (NAWL) Annual General Counsel Institute, 2006 -2009 on the Foreign Corrupt Practices Act, auditor interactions, risk areas for attorneys and other compliance topics

Awards & Organizations

  • PricewaterhouseCoopers Chairman's Award for creating and leading the "Women Leaders in Financial Services" initiative 
  • Young Women's Leadership Charter School Board Member and Board Development & Membership Committee Chair


As a Certified Public Accountant, holder of the AICPA's Certified in Financial Forensics accreditation, a Certified Fraud Examiner and a Certified Forensic Accountant, Karen's areas of expertise include litigation services, generally accepted accounting standards, auditing standards compliance, fraud investigations, evaluation and implementation of internal controls, generally accepted accounting standards and international accounting standards. Karen has performed investigative and FCPA compliance work for more than twenty five years in numerous countries around the world.