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Pocket MBA: Finance for Lawyers Summer 2011


Speaker(s): Brian Doyle, Bryan Boghosian, Carlos A. Schmidt, Dan Berner, Daniel A. Knappenberger, Doug Lane, Eric B. Sloan, Erik M. Moe, Ethan Dettmer, Farley Lee, Jason Downing, Jennifer L. Blouin, Ken Avery, Kirsten S. Aunapu, Lewis R. Steinberg, Patrice Mano, Todd J. Rosen, William Fellows
Recorded on: Jun. 2, 2011
PLI Program #: 29711

Bryan Boghosian is the Partner in charge of Deloitte & Touche LLP's Transaction Services practice in the Western U.S. His clients include a number of large and middle market private equity funds and several large corporations. Mr. Boghosian has transaction experience in a broad range of industries including life sciences, technology and manufacturing and has deep expertise in consumer products and retail. 

Mr. Boghosian has been with Deloitte for 27 years and has spent the past 21 years in Deloitte's M&A Transaction Services Practice. During that period, he has been based in Deloitte's Los Angeles, New York and San Francisco offices and has advised on several hundred transactions. Moreover, he has participated in all phases of the transaction life cycle including strategy, execution (diligence and structuring), financing, day one planning and integration. In addition to serving Deloitte's domestic client base, Mr. Boghosian is also involved in serving many international clients on cross border acquisitions.

Currently based in both Los Angeles and San Francisco, Mr. Boghosian began his career with Deloitte in 1983 after earning his bachelor's degree in economics from Stanford University. He also currently serves on several not-for-profit boards.


Erik Moe is a director in our Financial Accounting & Reporting Services market offering with more than 16 years of audit and advisory experience serving large multinational clients.

His experience includes assisting clients with financial accounting and reporting matters, SEC reporting requirements, IFRS assessments, U.S. GAAP convergence considerations, and technical accounting matters. 

Erik’s background includes six years as an M&A professional where he helped lead global M&A projects for our largest private equity clients.

He has actively led cross-functional IFRS assessment engagements, is a frequent speaker on IFRS and convergence related topics, and assists in the development of our IFRS and convergence solutions to assist clients effectively and efficiently handle many common implementation challenges.


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)


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.


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.


Ethan Dettmer is a partner in Gibson, Dunn & Crutcher's San Francisco office, and is a member of the firm's Litigation Department. He is also a member of the Steering Committee of the firm's Securities Litigation Practice Group.

Mr. Dettmer's practice is focused on securities, corporate governance, and professional malpractice litigation, as well as internal corporate investigations. He has represented clients in contract, real estate, intellectual property, consumer class actions, and other business disputes, as well as constitutional litigation over equal protection and due process, First Amendment, and preemption questions. In one of his recent matters, he was member of the trial team that challenged California's Proposition 8 in federal court under the United States Constitution. Perry v. Schwarzenegger, 704 F.Supp.2d 921 (N.D. Cal. 2010). He was also a member of the team that won summary judgment on behalf of The Williams Companies, Inc. and its former CEO in securities litigation seeking nearly $3 billion in damages in connection with the bankruptcy of Williams' former telecommunications subsidiary. He was also one of the Gibson Dunn lawyers who subsequently defended that summary judgment victory on appeal. In re Williams Companies Securities Litigation, 558 F.3d 1130 (10th Cir. 2009); see 558 F.3d 1144 (10th Cir. 2009) (upholding, in the same case, what plaintiffs labeled "the highest costs award in the history of American jurisprudence" in favor of Williams and the other defendants). 

Mr. Dettmer is a member of the State Bars of California and Michigan, and is admitted to practice in various federal courts. He was a law clerk to the late Justice James H. Brickley of the Michigan Supreme Court before joining Gibson Dunn, and is an honors graduate of Harvard College and the University of Michigan Law School. Mr. Dettmer  was an admissions and financial aid officer at Harvard and Radcliffe Colleges before attending law school.


Farley Lee

Mr. Lee is a Senior Manager in the Deloitte Financial Advisory Services LLC practice. He specializes in business reorganizations and forensic investigations. He has worked in a variety of industries including consumer business, telecom, manufacturing, and technology. He has over ten years experience in assisting and advising companies in numerous distressed situations. Prior to Deloitte, he spent fourteen years in various accounting and finance positions for several companies in the technology, transportation, and financial services sectors.

Mr. Lee's experience within Deloitte's Reorganization Services Group include assisting companies in financial distress, strategic planning, cash forecasting, operational turnaround consulting, financial modeling, due diligence, valuation, and business plan / viability assessments. He specializes in financial consulting engagements for debtors, creditors (including unsecured creditors committees), and lenders involved in turnarounds, loan workouts, and bankruptcies.

Mr. Lee graduated with a B.S. degree in Business Administration (Accounting and Finance emphasis) from UC Berkeley and received his M.B.A. from the University of San Francisco. He is currently a board member of the national organization, "Association of Insolvency & Restructuring Advisors" and past board member of the San Francisco chapter of the "Turnaround Management Association".


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.

 


Patrice M. Mano

Patrice is a Partner in the Washington National Tax group at Deloitte Tax LLP. Patrice specializes in Accounting for Income Taxes. She consults companies on the application of accounting standards such as ASC 740 (FAS109 and FIN 48) and IAS 12.

Patrice has been a guest lecturer for various organizations including Tax Executives Institute, American Institute of Certified Public Accountants, American Bar Association, Bureau of National Affairs, and Council on State Taxation.

Prior to joining Deloitte in 2002, Patrice worked for Arthur Andersen LLP as a member of the International Tax Group in San Francisco, California and with Grant Thornton LLP in Utah. Throughout her career, Patrice has served clients in a variety of industries including financial services, technology, real estate, manufacturing, retail, hospitality, and private equity. 

Patrice received her Bachelors of Science and Masters of Accounting degrees from Brigham Young University. She is a member of the AICPA.


Doug Lane is a Managing Director at GLC Advisors & Co. GLC is a leading independent restructuring advisory firm delivering objective, senior-level advice with a capital markets perspective to debtors, creditors and other stakeholders of financially distressed companies.

Doug previously worked as a Managing Director in UBS's Restructuring and Leveraged Finance Groups based in San Francisco. While at UBS, Mr. Lane worked on a wide variety of recapitalizations, reorganizations, distressed buy-side and sell-side engagements and new financings. 

Mr. Lane's transactions have included in- and out-of-court solutions for U.S., Canadian and Mexican companies as well as several large, cross-border M&A financings for U.S., European, Indian, Brazilian and Russian enterprises.

From 1997 to 2001 Mr. Lane worked in the Restructuring Group at DLJ and prior to that he was a commercial litigator at Dickinson Wright LLC in Detroit, MI.

Mr. Lane holds an MBA from the Stanford Graduate School of Business, a JD (Order of the Coif) from Washington University and a BA from Northwestern University.


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.


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.


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


Dan is the national sector leader of the Deloitte Financial Advisory Services LLP (“FAS”) technology practice and a principal with Deloitte Transactions & Business Analytics LLP (“DTBA”). Dan is also the Deloitte FAS Silicon Valley market leader. He has more than eighteen years of experience providing valuations in support of financial statement reporting, tax planning, M&A, and other strategic matters.  He has managed and performed a variety of business advisory and valuation related projects to both domestic and global clients in a variety of industries.  He has particular expertise in the valuation of business and equity interests as well as intellectual property including: technology, patents, software, research and development, brands and trade names, as well as customer relationships. Mr. Knappenberger has lectured and taught corporate finance and valuation theory at the graduate and undergraduate levels at various universities.  He has also written and spoken throughout the United States on various valuation topics.

Experience

  • Mr. Knappenberger has performed several hundred valuations for U.S. GAAP including ASC 350, ASC 360, ASC 805, and ASC 820.
  • Has worked with many of Deloitte’s PEI and venture funds in NY, Boston, and San Jose to develop equity valuation and allocation models.
  • Has led integrated multidisciplinary valuation assignments which included fixed asset, real property, and intangible asset components.
  • Worked on domestic and global valuation assignments that included complex tax and financial statement reporting issues.
  • Worked as a strategic advisor to his clients on buy-side and sell-side M&A issues.
  • Deloitte Transactions and Business Analytics LLP San Jose and Silicon Valley Market Leader.
  • National leader of Deloitte’s United States technology industry valuation practice.

Professional Affiliations

  • CFA Institute, Chartered Financial Analyst® (CFA) charterholder
  • American Society of Appraisers, Accredited Senior Appraiser (ASA)

Education

  • University of Notre Dame: B.A.
  • University of San Francisco: M.B.A.