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Pocket MBA: Finance for Lawyers Fall 2011


Speaker(s): Andrew Hettinger, Ben Gonzalez, Benjamin S. Emmons, Bradley H. McGrath, Cathy L. Reese, Christopher G. Duffy, Dana G. McFerran, David W. Swiney, Geoffrey Dennis, Hershell Cavin, J. Gregg Pritchard, James Dalton, Jesal Asher, Joe Rodgers, Jonathan Doherty, Kristy Serviss, Marc Miller, Mark F. Mendelsohn, Phillip A. Desing, Rocco Venezia, Troy A. Dahlberg
Recorded on: Sep. 26, 2011
PLI Program #: 29735

Cathy L. Reese is a Principal in the Delaware office of Fish & Richardson, heads the firm's Chancery and Corporate Governance practice, and is Co-Chair of the IP Risk Management Group (RISC/return), She is an established trial attorney with extensive experience in corporate, technology, trade secrets and complex commercial litigation, as well as corporate governance counseling and corporate opinions. According to every edition of Chambers USA: America's Leading Business Lawyers, which conducts in-depth interviews with clients and practicing attorneys and does not list lawyers "unless they are strongly recommended by the market," Cathy is one of a small group of lawyers ranked as the leading litigators in Delaware in the areas of business litigation and the handling of matters before the Delaware Court of Chancery. Cathy has also been selected
by Delaware's legal community and a "Blue Ribbon Committee" of retired Delaware judges as one of the top 10 corporate litigators in Delaware according to a poll of 2,700 members of the Delaware State Bar Association published in Delaware Today magazine. Cathy has also been named by Law & Politics as a "Delaware Super Lawyer" in the area of business litigation based on a "rigorous multi-step selection process," including a statewide survey of lawyers, a separate evaluation of indicators of peer recognition and professional achievement, and peer evaluation by practice area. She has also been listed in the national 2008 and 2009 Corporate Counsel Edition of Super Lawyers for Business Litigation.

Cathy counsels corporations, their boards of directors, committees of the board, including Science and Technology Committees, officers, stockholders, and investors regarding corporate and fiduciary issues pertaining to corporate transactions and intellectual property. Her Chancery litigation practice includes: breach of fiduciary duty claims, corporate governance and election disputes, and statutory proceedings under the Delaware General Corporation Law. Cathy has also had substantial successes in other complex litigation, including fraud claims, trade secret and technology disputes and intellectual property litigation in Delaware's U.S. District Court and Chancery Court. Cathy often is called upon by outside law firms to provide opinions on Delaware law issues or "Delaware counsel."


CHRISTOPHER G. DUFFY

Chris is a Director for KPMG's Market Risk Management Practice with over 25 years experience in Financial Services, Capital Markets, and Corporate Treasury. Chris provides clients with a broad perspective on addressing risk management issues, having held senior positions in corporate, banking, government, and advisory roles over the course of his career. 

Professional and Industry Experience
Chris has assisted clients with financial instrument valuation including foreign exchange, interest rate, commodity, credit, and structured products; reviews of hedging policies, procedures, processes and controls, including FAS 133 related activities; and M&A due diligence and post-acquisition integration activities.

Chris' experience outside of KPMG includes positions with the Federal Reserve Bank of New York, initially in International Research and later on the Foreign Exchange Trading Desk, where he monitored market conditions and executed transactions on behalf of the Fed and the U.S. Treasury. Chris also held trading positions on the FX options desk for a global bank and for a managed futures fund. More recently, Chris has had extensive corporate treasury experience, including positions as: Director of Foreign Currency Risk at a large U.S insurance company; Vice President for Foreign Exchange Services at a market-leading global money transfer company; and Treasurer for a private venture capital-backed money transfer start-up operating under an acquisition rollup strategy, where his responsibilities also included company infrastructure implementation and working capital modeling.

Representative Engagements

  • Reviewed hedging policies, procedures, and controls for a Mortgage Issuer
  • Acted as project leader for a general ledger review/integration of a $5 billion commercial lending acquisition
  • Review of hedging strategies and hedge effectiveness calculations for a wide range of financial and non-financial companies
  • Valuation of financial instruments and derivatives, including benchmarking of client assumptions against current market practices.
  • Has taken a lead role in development and deployment of key KPMG service offerings, including Model Development and Validation, Finance and Treasury Management, and Dodd-Frank OTC Derivatives Assessment Services

Technical Skills
Project management; Use and application of pricing models

Publications and Speaking Engagements
  • Extensive experience leading internal KPMG training sessions on risk management, engagement procedures, and engagement methodologies
Other Activities
Undertook a rotational assignment in KPMG's internal Risk Management group, reviewing engagement policies. new methodologies, and service permissions


DAVID W. SWINEY

David is a Principal in the KPMG Forensic practice with more than 20 years of dispute advisory and investigations experience. He has significant experience involving several hundred dispute matters and has testified to his findings in
Federal, State, and Bankruptcy Courts and Arbitration. He is an Accredited Valuation Analyst and a Certified Fraud Examiner.

Professional and Industry Experience
David has assisted in all phases of dispute avoidance/resolution including discovery, claim preparation and review, the preparation of damage models, development of testimony and trial exhibit preparation, among others. He has also performed numerous financial and fraud related investigations. Mr. Swiney has performed his services in a variety of industries.

Dispute Advisory Services Experience
• David has assisted clients and counsel in matters pertaining to intellectual property, breach of contract, business interruption, bankruptcy, securities fraud, breach of fiduciary duty, and various business valuati on related matters, among others. His experience includes numerous lost profit/business interruption engagements in which he has analyzed business results, trends, and projections. Much of this work has centered around the valuation of business entities, industry assessments, and the impact of business disruption.

Investigation Experience
• David has also assisted clients and counsel on numerous investigations including financial statement fraud, misappropriation of corporate funds and assets, and other corporate fraud matters.

Function and Specialization
David is a member of the Forensic practice specializing in our Dispute Advisory Services Practice and our Investigations Practice.

Professional Associations
• Accredited Valuation Analyst, National Association of Certified Valuation Analysis
• Licensing Executive Society Certified Fraud Examiner, Association of Certified Fraud Examiners

Education, Licenses & Certifications
• Master of Business Administration Texas A&M University
• Business and Public Policy Program Georgetown University
• Bachelor of Business Administration in Finance, University of Missouri


J. GREGG PRITCHARD has 25 years of experience managing restructurings and all aspects of the bankruptcy process for companies, creditors, lenders, prospective buyers, and other stakeholders. He has served as interim CEO for several companies, focusing on their turnaround efforts and has been appointed a Trustee in numerous bankruptcy cases. Gregg also has experience in M&A, founded and operated a healthcare company and served in senior positions in energy and real estate companies. Gregg currently serves as the Northeast Leader, Restructuring-Advisory at KPMG. He is based in New York City.   

Professional and Industry Experience

  • Managed turnaround efforts of a publicly traded wholesaler of business supplies with approximately $1 billion in revenues. In this capacity, Gregg negotiated the sale of a Canadian subsidiary, obtained the settlement with the receiver of an Australian subsidiary, evaluated and pursued payments during the preference period and evaluated and pursued D&O claims and other avoidance actions. 
  • Served as advisor to Suntron Corp., during the Minor Planet, Inc. bankruptcy. In his role, Gregg served as co-chairman for Suntron on the Unsecured Creditors Committee. He used his negotiating skills to assist in the Chapter 11 confirmation and obtained 75 percent of equity for unsecured creditors. Subsequent to the bankruptcy, Gregg remained on the board of the new publicly traded entity and served on its compensation and audit committees.
  • Co-signed confirmed Chapter 11 Plan of Reorganization for Heartland Automotive Holding Inc. with The Blackstone Group L.P.
  • Assisted in the creation of a liquidating trust for Amresco, a publicly traded specialty finance company with almost $500 million in revenues. During this process, Gregg negotiated proceeds from a disputed note receivable, maximized returns to creditors of over $115 million, assessed the tax implications involved in dissolving several Canadian subsidiaries, negotiated with the IRS, and assisted in the dissolution of over 65 subsidiaries.
  • Acted on behalf of a lender during the bankruptcy of Adelphia Business Solutions. Specifically, Gregg advised the lender during negotiation for a Debtor-in Possession loan and monitored compliance with loan covenants.  
  • Represented a prospective buyer for the American Pad & Paper Company during its bankruptcy. Gregg provided due diligence concerning the company's accounting and financial records and prepared an analysis of product lines and their revenues.
  • Represented AMRE, a home improvement company during its liquidation. In this process, Gregg recovered millions in insurance/worker comp fees, led a team that processed claims for approximately 5,500 creditors, negotiated $173 million in claims for $10.8 million, recovered $1 million in preferential payments and negotiated and settled an HRSI claim and closed out a $300 million loan portfolio.
  • Advised numerous financial institutions and private equity firms, and collaborating with law firms in a variety of bankruptcy and restructuring related matters.

Professional Associations
  • American Bankruptcy Institute, member 
  • Turnaround Management Association, member
Education, Licenses & Certifications
  •  BS, Abilene Christian University


Joe Rodgers helps lead the Capital Advisory practice nationally Joe has gained an extensive knowledge base of capital markets based on 20 years of professional experience through a unique combination of finance, investment banking, advisory, and turnarounds.

Prior to joining KPMG he was a managing director with an investment banking firm focused on transportation and logistics and prior to that held senior positions with various financial institutions in both sourcing and executing corporate finance transactions.

Joe’s focus is providing value to public and private clients in three areas: i) capital structure advisory; ii) capital raises of either existing debt, new debt, junior capital or equity; and iii) debt restructurings.

Professional and Industry Experience
Extensive experience in both cash flow lending (both 1st lien and 2nd lien) and asset based lending as well as mezzanine and equity investments in corporate finance. Sourced, structured, negotiated and actively participated in overseeing the underwriting and portfolio management of debt transactions. Transaction experience includes Refinancings, Recapitalizations, M&A, LBO’s, MBO’s, DIP's and exits.

Helped build a nationally-recognized finance business from zero assets to $1 billion in just over one year – primarily focused on structured finance transactions to support LBO’s, recapitalizations and refinancings of middle market companies.

Managing Director with a multi-billion hedge fund in the United States responsible for sourcing and assessing a broad range of market opportunities, including both senior and junior debt, debt restructurings and buyout opportunities.

Restructuring experience as a lender working closely with management teams to help assess and formulate the most viable capital structure in execution of a turnaround strategy.

Deep, long-term relationships with lenders, industry professionals and private equity groups/sponsors.


Jonathan Doherty is a Principal in KPMG's Transaction Services practice in New York City. He leads teams providing financial due diligence services to leading strategic and private equity investors across a variety of industries including media and entertainment, infrastructure and industrial and consumer markets. He has advised clients on numerous domestic and cross-border transactions.

Prior to joining the New York office in 2000, Mr. Doherty launched KPMG's Transaction Services practice in Argentina. He previously worked in transaction services and audit in KPMG's Mexico City and London offices, qualifying as a Chartered Accountant in the UK in 1996.

Mr. Doherty holds a B.Sc. (First Class) in Economics and Accounting from the University of Bristol, UK.


Marc Miller is a Partner in KPMG’s Forensic practice in New York City. Marc, a Certified Public Accountant, provides a broad array of advisory services to clients by assisting them in preventing, detecting and investigating fraud and misconduct. Marc has extensive investigative experience and works with clients to respond to incidences of alleged fraud and misconduct, including particular focus on allegations of earnings management and violations of the Foreign Corrupt Practices Act. His experience also includes auditing, forensic accounting, contract compliance services, financial analysis and litigation support across a variety of industries.

Since joining KPMG in 1997, Marc has investigated allegations of fraud and misconduct for clients across multiple industry sectors. Leads global investigative and forensic support services for multiple KPMG clients in the pharmaceutical, medical device, life sciences and consumer markets industry. In supporting these clients, Marc manages services provided by KPMG forensic professionals located throughout the world. These matters have ranged in scope and focus. Many have involved bribery and corruption concerns and potential violations of the FCPA.


Troy Dahlberg is a partner in New York with KPMG LLP's Forensic practice and leads the Disputes Advisory Service group. Prior to joining KPMG, Troy was the national practice leader for Kroll's Forensic Accounting and Litigation Consulting practice. Troy has also previously served as the partner in charge of another Big Four's Forensic Accounting and Litigation Consulting practice for the Pacific Southwest region. 

Professional and Industry Experience
Troy has more than 25 years of experience providing accounting, auditing and consulting services to companies in many industries. Troy has had a career-long focus working with outside counsel, corporate officers, and audit committees on financial reporting and forensic accounting issues.  He has lead many complex accounting investigations involving issues brought by the Securities and Exchange Commission (SEC), Department of Justice (DOJ) and other government agencies.  He has also provided services in numerous engagements related to bankruptcy issues, economic damages calculations, mergers and acquisitions disputes, and insurance claims. 

He has been designed as an expert witness on multiple occasions, Troy has testified in state and federal courts, as well as in various complex arbitrations. Troy has served as a neutral accountant, arbitrator and court-appointed expert and claims appraiser.

Forensic Accounting Investigations. Troy has been retained by Audit Committees, corporations and governmental entities to perform accounting investigations. During these investigations he has had extensive experience interacting with external auditors and individuals in government agencies such as, the Chairman of the SEC, the head of the SEC enforcement division, US Attorneys, the Chief Accountant of OFHEO and the head of the California Department of Insurance. Troy has performed complex investigations relating to accounting irregularities and reporting violations.  In investigations, such as the one he performed for the City of San Diego, he has also developed detailed remediation plans consistent with the concepts set forth in the SEC's Seaboard report. 

Economic Damage Quantifications. Troy has calculated economic damages on a wide range of matters including the computation of lost profits and other damages to the retail portion of the World Trade Center (due to the 9/11 terrorist attacks), and lost profits, lost rents and other economic losses for over 30 retail businesses and landlords related to a large subway construction project by the MTA.

Mergers and Acquisitions Disputes. Troy has served as a neutral accountant and consultant on numerous mergers and acquisitions disputes. He has worked with buyers and sellers on the determination and documentation of numerous accounting issues related to the terms in acquisition agreements. He currently is a member of the AICPA's Mergers and Acquisitions Disputes subcommittee.

Appointed as Neutral. Troy has served as a neutral accountant, arbitrator and court-appointed expert and appraiser in a multitude of disputes related to accounting issues, reporting issues, purchase price, earn out, ownership and insurance claims.


Ben Gonzalez is a Principal in the New York office of KPMG LLP's U.S. Advisory Services practice and specializes in advising financially distressed companies and their stakeholders. He has advised numerous clients on issues associated with financial distress and constrained liquidity and has helped clients identify, evaluate and implement strategic alternatives.  He has extensive experience in financial restructuring, business planning, financial modeling, cash-flow forecasting, recapitalizations, asset divestitures, capital raises, and negotiating amendments to credit facilities.    

Professional and Industry Experience
Ben has extensive experience in all aspects of financial restructurings, assessing short-term liquidity requirements, evaluating alternative capital structures, and developing plans of reorganization. He has advised bank syndicates, companies, and creditors' committees in both in-court and out-of-court restructuring transactions. He has worked on many large restructurings, in a variety of industries including professional services, apparel and textile manufacturing, automotive, restaurant, airline, telecommunications, media and entertainment, and healthcare. Representative assignments include:

  • Advisor to Bank of America as Agent Bank in the restructuring of a broadly syndicated credit facility to National Amusements. 
  • Advisor to St. Vincent's Hospital on cash management and forecasting.
  • Advisor to HSBC on the divestiture of two operating assets in the United States as part of a larger insolvency proceeding filed in the UK for a listed experiential marketing and trade show operating company.
  • Advisor to the bondholders committee of Brazilian media conglomerate TV Globo, the largest restructuring in the country's history.
  • Advisor to Bank of New York with respect to the restructuring of a bilateral credit agreement  with a client in the eyewear retail industry.  
  • Advisor to Ford Motor Company with respect to several distressed suppliers and identified both financial and operational alternatives. 

Industry Focus
Professional Services, Apparel and Textile Manufacturing, Automotive, Restaurant and Hospitality, Retail, Steel, Airline, Telecommunications, Media and Entertainment, and Healthcare.  

Publications and Speaking Engagements

  • August 2008.  Financial State of the U.S. Automotive Industry. Bankruptcy Strategist
  • October 2008. Refinancing Toolkit.  Credit Crunch Guide. 
  • January 2010. PE Restaurant Deals-Rewriting Yesterday's Rules. Capital Roundtable


GEOFFREY D. DENNIS is a Partner in our Philadelphia office's Economic & Valuation Services practice. He has twenty five years of valuation consulting to U.S. & international companies. Directed assignments in the U.S., Germany, South Africa, Canada, Holland, Spain, Great Britain, France, Poland, Aruba, Brazil, Sweden, Norway, Finland, Russia, Japan, China, Kyrgyzstan, and South Korea.

Primary areas of specialization include the valuation of corporate securities (common, preferred, convertible, debt, options), in-process R&D, and intangible assets for acquisitions, restructuring, bankruptcy, litigation support, financial reporting and tax planning. Significant valuation experience in retail, stock exchange, pharmaceutical, medical product, telecommunications, consumer product, media/entertainment, technology, casino, metals, and manufacturing.

TESTIMONY EXPERIENCE:

Litigation support experience includes assisting attorneys with valuation matters. Also assists clients negotiate with the Internal Revenue Service and respond to Security and Exchange Commission comment letters, primarily on acquisition purchase accounting valuations.

Served as an expert witness at The World Court in a business expropriation case (2010).

Served as an expert witness in an Illinois State Court and testified to the value of an electronic stock exchange (November 2009).

Served as a rebuttal witness in a binding arbitration (February 2003) involving the value of a concession contract in a national park.

Provided expert testimony in U.S. Bankruptcy Court (Baltimore, February 1997) as to the value of a private promotional product company and a private Spanish entertainment business.
 
Testified in the United States District Court as to the value of a private auto leasing business (Philadelphia, Spring 1992).

Served as a non-binding arbitrator in a valuation dispute between the majority shareholders and a minority shareholder of a private agricultural business (Philadelphia, Fall 1994).

EDUCATION:
MBA- Finance - Drexel University, Philadelphia, PA,
Masters of Taxation - Georgia State University, Atlanta, GA
Two-Year Accounting Program - Baylor University, Waco, TX
BA Biology - Denison University, Granville, OH 

PROFESSIONAL MEMBERSHIPS:
American Institute of Certified Public Accountants; 
CFA Institute (Chartered Financial Analyst);
American Society of Appraisers - Accredited Senior Member.


HERSHELL CAVIN

Hershell is an audit partner in KPMG's Department of Professional Practice (DPP). Hershell has18 years of experience providing financial statement audit services and technical accounting support to engagement teams.

Hershell has served in a variety of roles in the audit and accounting groups in KPMG's Department of Professional Practice. In addition to assisting audit teams with a variety of audit and accounting issues, Hershell is a member of DPP's revenue recognition and leases project teams that track the FASB / IASB joint projects. Hershell assists in preparing KPMG's comment letters and publications on the status of these accounting projects. Hershell has served as the U.S. representative on KPMG's Audit Methodology Compliance Group and was responsible for the technical review of eAudIT, KPMG's electronic audit tool. Hershell also serves as a DPP Audit Sector Liaison for KPMG's Energy and Natural Resources industry group.

Prior to joining KPMG's Department of Professional Practice, Hershell served as an audit partner in the consumer and Industrial Markets group in KPMG's Houston and San Antonio offices. Hershell has significant experience in the public accounting practice and has significant experience in audit transitions and coordinating large and middle market multinational public company audit  engagements for construction, manufacturing (including refining and chemical), and oil field service companies. He has experience in mergers and acquisitions activity, including due diligence, preparation and review of pro forma financial statements, related 33 Act and 34 Act filings, and purchase accounting issues. In addition to his audit responsibilities, Hershell also has experience in International Auditing Standards and serves as an IFRS review partner. In that role, Hershell assists engagement teams with complex accounting issues, which provides a broad exposure to current IFRS developments and practical applications.


James Dalton re-joined KPMG, Melbourne in 2006 and is currently on long term assignment to New York's Restructuring practice.  He has a broad range of commercial experience commencing his career with KPMG as a graduate, KPMG Consulting in the supply chain practice, and a number of corporate roles including Sensis, a new media company located in Australia, prior to working in his own performance improvement consulting practice.

Professional and Industry Experience

  • James has a wide range of experience in restructuring and performance improvement assignments from the middle market to multi-national organizations. During his career, he has undertaken independent business reviews (from a strategic and operational perspective) on behalf of secured lenders, assessed / developed business plans, and designed and implemented solutions to improve performance and effect business turnaround. 
  • Recently, James played a lead role in assisting Centro Properties Group to sell their US asset portfolio (approximately 590 shopping center properties) for $9.4 billion to Blackstone.  The sale of these assets formed part of the broader strategy to restructure the Group which remains ongoing.  Previous to this at Centro, James played a lead role in the successful large scale debt restructuring of Centro Properties Group in 2008, one of the largest and most complex restructurings completed globally in 2008 with AU$5 billion and US$2.5 billion debt facilities.
  • Also, during the last twelve months he assisted a major US real estate fund manager prepare for a potential bankruptcy filing. This filing was avoided after achieving a successful debt restructuring.
  • He has a particular interest in KPMG Restructuring's Independent Business Review product and has developed a comprehensive training course for this service designed principally for secured lenders.  He is also experienced in cash forecasting, working capital optimization, supply chain and cost reduction activities.
  • James has worked with clients in many sectors including property, retail, consumer markets, telecommunications, health care, IT and mining.

Representative Clients
  • Centro Properties Group, Telstra, Bristol Paints, Pacific Brands, Nestle Australia Limited, United Energy and Multinet Gas, Boral Timber Softwood, Department of Human Services, Medibank Private, Australian Medical Council, Office of Health Practitioner Registration Boards and Parliament of Victoria


Phillip Desing is a Managing Director in the Forensic Practice of KPMG LLP.  He has over 28 years of experience as a Special Agent of the FBI and as a public accountant. Phillip has broad experience conducting domestic and international financial investigations, including violations of the  Foreign Corrupt Practices Act (FCPA). He is a specialist in fraud and misconduct investigations.

Phillip served on the AICPA Anti-Fraud Coordinating Committee and on the Fraud Task Force, a subcommittee for the Forensic and Litigation Services Committee. He is a Certified Public Accountant and a Certified Fraud Examiner.

Professional and Industry Experience
Phillip’s background includes conducting a conflict of interest investigation for Management of a Global Professional Services Company in Argentina. He also recently conducted an  embezzlement investigation for  Management of a NGO in the country of Kosovo

He assisted Outside Counsel of a publicly traded IT Technology Distributor and Logistics Company conduct an internal investigation of potential violations of the FCPA in India. In addition, Phillip also assisted Outside Counsel of a publicly traded major food products company conduct an internal investigation of potential violations of the FCPA in the People’s Republic of China. The investigation included the review of numerous transactions and relationships with State Owned Entities and vendors. He also developed a remedial plan to correct the Company’s Internal Controls and Books and Records issues.

Phillip assisted Outside Counsel perform a FCPA due diligence review of the West African subsidiary of a privately held U.S. Oil and Gas Exploration Company. And, his expertise was crucial when pre-merger due diligence transactional testing was conducted on the books and records of five oil service companies in Mexico.

Prior to joining KPMG, Phillip was the Program Manager for the FBI’s Washington Field Office FCPA Program. During that time, Phillip was the case agent on six FCPA investigations, including the Siemens AG matter, which focused on $1.9 billion in questionable payments to business consultants in over 50 countries. 


Education, Licenses & Certifications
 Bachelor of Business Administration, Accounting
 Certified Public Accountant
 Certified in Financial Forensics
 Certified Fraud Examiner


ROCCO VENEZIA is an audit senior manager in the New Jersey Consumer and Industrial Markets practice. He has more than 10 years of experience providing financial statement audit, audit of internal controls and due diligence services. He has a strong background in project management, financial analysis, control evaluation, technical issues research as well as managing client relationships.  Rocco is currently on rotation in KPMG's Department of Professional Practice in New York.

Rocco has provided professional audit services to several large multinational chemical, retail and pharmaceutical clients in accordance with PCAOB requirements, US GAAP and IFRS. His audit experience ranges from SEC filings, Sarbanes-Oxley 404 audits, and statutory audits to the participation in large global audit transitions. He has a strong understanding of SEC rules and regulations and has been involved in debt and equity offerings.

Rocco has managed several complex audits for clients in a variety of industries. Core strengths and accomplishments include:

  • Served as the lead audit manager for several public companies.
  • Managed the audit of an IFRS to US GAAP reconciliation for the US subsidiary of a global chemical manufacturer.
  • Managed and supervised a complex international legal entity restructuring performed to simplify the legal structure of a major subsidiary subsequent to acquisition.
  • Supervised the audit of registration statement filings related to the leveraged buyout and subsequent IPO of a global chemical manufacturer. In addition, participated in the audit of purchase accounting associated with the LBO.
  • Assisted the Business Unit Professional Practice Partner (BUPPP) in the monthly professional practice update meetings.

Rocco's current focus within KPMG's Department of Professional Practice ranges from evaluating new technical US GAAP, IFRS and SEC accounting literature to serving within KPMG's Quality Performance Control Program (QPCP). In addition, Rocco serves as a Monetary Unit Sampling (MUS) Specialist to engagement teams.


Bradley H. McGrath
KPMG, LLP, Director, Transactions & Restructuring – Accounting Advisory Services, New York City

Master of Science in Accounting, Texas A&M University
Bachelor of Science in Accounting, Texas A&M University
Licensed CPA in New York and Texas

Brad is a Director in the New York office of KPMG’s Transactions & Restructuring – Accounting Advisory Services practice. He provides technical accounting assistance to a number of audit and advisory clients, primarily in the financial services industry.  Technical areas of concentration include derivative instruments and hedging activities, consolidations, securitizations, and financial instruments.  Brad is a member of KPMG’s Financial Instrument and Derivatives Resource Team, and he has experience applying accounting principles under both US Generally Accepted Accounting Principles and International Financial Reporting Standards.

Prior to joining KPMG, Brad held a one-year appointment as a Postgraduate Technical Assistant at the Financial Accounting Standards Board (“FASB”).  During his time there, he worked on various FASB and Emerging Issues Task Force projects related to derivative instruments and hedging activities, fair value, and revenue recognition.


Dana McFerran is a Managing Director in the Forensic practice for KPMG LLP. She has spent over sixteen years focusing on financial statement analysis, financial reporting and general fraud and misconduct investigations, Foreign Corruption Practices Act investigations and due diligence procedures, post-acquisition dispute arbitration matters, expert witness services, litigation support and damage claim analyses across all industries. Dana has conducted a wide variety of forensic accounting investigations in connection with management and Audit Committee investigations, DOJ, SEC and international enforcement proceedings. Many of these matters have also resulted in assisting clients enhance compliance programs and controls to mitigate bribery and corruption and general fraud risks. Dana spent two years in KPMG's Audit practice prior to joining the Forensic practice.

Professional and Industry Experience

  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on payments made to HCPs, consultants, agents, third party intermediaries for their operations in the ASPAC region
  • Led an international team that provided pre- acquisition FCPA due diligence services for an international business outsourcing company.
  • Provided neutral arbitration services for technology companies involved in a multimillion dollar purchase price dispute related to post closing working capital adjustments.  Nature of the disputed items related to accounts receivable, accrued expenses, payroll liabilities, deferred revenue and resolving issues with GAAP and in accordance with accounting policies and practices consistently applied.
  • Provided post-acquisition FCPA due diligence services for a global power and automation technologies company.
  • Conducted an anti-bribery and corruption risk assessment and provided recommendations for compliance monitoring techniques and processes for an international pharmacy benefit management company.
  • Led the reconciliation efforts and coordinated with the Corporate Trustee relative to the $20B Claims Fund and assisted in analyzing claims and other issues arising under the Oil Pollution Act of 1990 in connection with the Deepwater Horizon Incident.
  • Led an international investigation for a global medical device manufacturer. The matter involved allegations of earnings management, bribery and conflict of interest concerns in their European regions. 
  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on service provider, consultant and distribution arrangements and payments for their operations in Brazil, Russia and CIS countries.
  • Assisted the Examiner in a bankruptcy investigation conducting interviews, analyzing complex trading data, determining the adequacy of disclosures made in position reports provided to the Company’s credit facility, analyzing the flow of funds in the Company’s cash management system and reviewing trading risk management policies and procedures.
  • Assisted with an investigation of a large tobacco company in alleged illegal bribes made by their management to foreign government delegations in Africa.
  • Conducted an independent investigation on behalf of the Audit Committee for a publicly traded financial services company.  The investigation resulted from allegations of a scheme that involved suspicious equipment financing loans.  Led the loan file review, electronic data preservation and collection, electronic data review and assisted counsel with interviews.
  • Investigated allege fraudulent reporting of sales for a large electronics company. Tasks included interviewing pertinent company personnel, reviewing sales transactions for a two year period, documenting sales controls and procedures, providing recommendations to the company to help mitigate future misconduct, and reporting findings to outside counsel.

Speaking Engagements

  • "How to Detect and Deter Fraud,” American Bar Association, New Partner and In-House Counsel Conference, March 2012
  • “Preventing and Detecting Fraud and Misconduct,” Pennsylvania Institute of Certified Public Accountants, Insurance Conference, November 2011
  • “Valuation Application and Methodologies,” Practising Law Institute, Pocket MBA – Finance for Lawyers, September 2011


 Function and Specialization

  • Ms. McFerran specializes in providing assistance to legal counsel in the areas of accounting investigations and fraud investigations, as well as economic and accounting aspects of litigation and arbitration.


Professional Associations

  • American Institute of Certified Public Accountants
  • Pennsylvania Institute of Certified Public Accountants
  • New Jersey Society of Certified Public Accountants
  • Finance Committee Chair and Executive Committee for the Board of Directors of the Pennsylvania Society for the Prevention of Cruelty to Animals (PSPCA)
Languages
  • English

Education, Licenses  & Certifications

  • BA from Lafayette College
  • Certified Public Accountant  (PA and NJ)
  • Certified in Financial Forensics

 


A partner in the Litigation Department, Mark Mendelsohn is co-chair of the Anti-Corruption & FCPA Group, and a member of the White Collar and Regulatory Defense, Internal Investigations, and Securities Litigation Practice Groups. Prior to joining Paul, Weiss, Mark served as the deputy chief of the Fraud Section of the Criminal Division of the United States Department of Justice (DOJ), and is internationally acknowledged and respected as the architect and key enforcement official of DOJ’s modern Foreign Corrupt Practices Act (FCPA) enforcement program.

Mark’s practice emphasizes white collar matters, internal corporate investigations, and compliance counseling. He regularly represents clients in FCPA and corruption-related internal investigations, designing and implementing compliance programs, transactional anti-corruption diligence, and responding to and defending against government investigations, prosecutions, and trials on behalf of both business entities and individuals.

As deputy chief of the Fraud Section from 2005 to 2010, Mark was responsible for overseeing all DOJ investigations and prosecutions under the FCPA, and for supervising a team of trial attorneys with respect to investigations and prosecutions of a wide variety of federal white collar crimes including money laundering, mail and wire fraud, procurement fraud, Arms Export Control Act and International Traffic in Arms Regulations (ITAR) violations, and violations of economic and trade sanctions laws and regulations, including with respect to the United Nations Oil for Food Program. During his tenure, Mark handled hundreds of voluntary disclosures of illicit corporate payments, worked closely with attorneys in the Division of Enforcement at the U.S. Securities and Exchange Commission, helped establish and worked closely with the Federal Bureau of Investigation’s FCPA squad at the Washington Field Office, negotiated numerous corporate plea, deferred and non-prosecution agreements on behalf of DOJ, and participated in the appointment of, interaction with, and reporting by more than 16 corporate compliance monitors. Mark led an effort to forge closer working relationships with foreign regulators in connection with transnational bribery cases, resulting in coordinated settlements with the Munich Public Prosecutor in Germany in the Siemens prosecutions and coordinated settlements with the U.K.’s Serious Fraud Office in the BAE and Innospec prosecutions, among others. Mark was also responsible for  administering DOJ’s FCPA Opinion Release Procedure, including issuing the seminal opinion on FCPA transactional diligence and successor liability (Op. Rel. 08-02).

In addition to case-related responsibilities, Mark had significant policy responsibilities, including principal policy responsibilities related to the Organisation for Economic Co-operation and Development (OECD) Anti-bribery Convention. As a member of the U.S. delegation to the OECD Bribery Working Group, Mark served as a lead examiner for the follow-up review of Japan’s implementation of the OECD Anti-bribery Convention, played a key role in peer review of the United Kingdom including consultation regarding its Bribery Act of 2010, negotiated the 2009 Anti-Bribery Recommendation, and played a leading role in the drafting and adoption of the OECD’s “Good Practice Guidance on Internal Controls, Ethics and Compliance.”

During his tenure administering the DOJ’s FCPA enforcement program, the DOJ brought more than 50 prosecutions against corporations for violations of the FCPA and related offenses, resulting in more than $1.5 billion in criminal penalties. During that same period, DOJ brought approximately 80 prosecutions against individuals. Among the notable prosecutions were the following: U.S. v. Siemens AG, et al.; U.S. v. Kellogg Brown & Root, LLC and U.S. v. Albert “Jack” Stanley; U.S. v. Congressman William J. Jefferson; U.S. v. BAE Systems plc; U.S. v. Baker Hughes, et al.; U.S. v. Titan Corp.; U.S. v. Statoil ASA; U.S. v. Monsanto; Lucent Technologies, Inc.; U.S. v. Willbros Group, Inc., et al.; U.S. v. Christian Sapsizian, et al.; U.S. v. Viktor Kozeny and Frederick Bourke, Jr.; U.S. v. Gerald and Patricia Green; U.S. v. Innospec, Inc.; and U.S. v. Daimler AG.

Prior to joining the Fraud Section, Mark was senior counsel in the DOJ’s Computer Crime and Intellectual Property Section in Washington, D.C., and prior to that served for nearly six years as an assistant U.S. attorney in the U.S. Attorney’s Office in the Southern District of New York. During his service with the U.S. Attorney’s Office, Mark tried numerous cases to verdict and argued several appeals before the United States Court of Appeals for the Second Circuit. As a federal prosecutor, Mark was a recipient of the Attorney General’s Award for Distinguished Service for the “Investigation into Corrupt Payments by Siemens AG,” and a recipient of the Assistant Attorney General’s Award for “The Safeguarding and Maintenance of Confidence in the American Marketplace.” Mark has been recognized by Ethisphere Institute in 2011 as a “Top Gun” among “Attorneys Who Matter,” in 2009 as a “Government Star” among “Attorneys Who Matter In Corporate Compliance,” and in 2007 and 2008 as one of the “100 Most Influential People in Business Ethics.” Mark has been selected to Lawdragon “500 Leading Lawyers in America” numerous times. Mark is also ranked by Chambers for his work as an FCPA practitioner.

Mark has spoken frequently as a faculty member, panelist and keynote speaker at numerous FCPA, anti-corruption, corporate compliance, securities fraud, money laundering, and white collar crime programs and conferences. He teaches International Criminal Law as a visiting professor at the University of Virginia School of Law and has also been an adjunct lecturer-in-law at Columbia Law School. Mark is member of the Edward Bennett Williams Inn of Court and a member of the Board of Directors of Transparency International-USA.


Kristy Serviss is a Managing Director in KPMG’s Forensic Practice in New York and serves as the National co-leader of the Post-Acquisition Dispute practice.  She provides alternative dispute resolution services and litigation support services on a variety of matters involving post acquisition disputes, purchase price disputes, asset purchase disputes, breach of representation and warranty claims, GAAP compliance issues, working capital adjustments, post-transaction experience, insurance claims, contract vetting and risk exposure for purchase price adjustments, resolution of earn-out provisions, early case assessment, and expert testimony. She also has experience in anti-bribery and corruption compliance assessments, integrity due diligence, investigations of suspected fraud, accounting irregularities, and various aspects of accounting.

Kristy has more than 20 years of experience providing accounting, advisory and consulting services to companies in many industries.  She has served as a neutral accountant, arbitrator, and independent expert in a multitude of disputes related to complex accounting issues, reporting issues, purchase price adjustments, and contingent consideration. 

Kristy has led many complex alternative dispute matters including, merger and acquisition disputes, contingent consideration disputes, net asset value disputes, net working capital disputes, GAAP v. consistency issues, and other accounting issues.   She has worked with buyers and sellers on the determination and documentation of numerous accounting issues related to the terms in acquisition agreements.  In addition she has provided discovery services to obtain pertinent information, case strategy evaluation, advisory services with regards to the costs and benefits of settlements, arbitration and/or litigation, analyzed financial records, interrogatories, identified relevant positions and prepared detailed submissions for numerous disputed items related to differences between GAAP compliance and historical practices, accounts receivable valuation, warranty accruals, asset classification, accrued liabilities, inventory valuation, lease accounting, revenue recognition, and others.

Kristy also assists clients with breaches of representation and warranty claims and R&W insurance claims.  She has provided services relating to the computation of damages, analysis of accounting records, conducting interviews, review of historical accounting policies, negotiations, and settlement.