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Pocket MBA Fall 2015: Finance for Lawyers and Other Professionals


Speaker(s): Aaron F. Adams, Alan Bell, Alice Chong, Alicia Lohman, Bo Powell, Brian Koluch, Catherine L. Bromilow, Christopher J. Lallo, Christopher Rhodes, Damien Dwin, David Meister, Denis J. McInerney, Donna Deye, James Christopoulos, Janet Vance, Jennifer A. Paradise, Jennifer L. Blouin, Kevin Charlton, Mark Grabowski, Michael A. Skrief, Nancy Josephs, Neil C. Berman, Nels A. Pearsall, Peter L. Zanolin, Philip J. Antoon, Sandra Maria T. Parrado, Stephanie Evans Chesnick, Steven F. Crooke, Timothy R. Ryan
Recorded on: Oct. 7, 2015
PLI Program #: 59011

Background and History

  • Chris Lallo joined the Houston office of Ernst & Young LLP in 2008 and currently leads the Transaction Tax Practice for the Southwest Area.
  • He was formerly a partner at Fulbright & Jaworski LLP.
  • His practice is focused on both domestic and international tax matters with broad-based experience in the area of tax planning related to domestic and cross-border mergers and acquisitions, including taxable and nontaxable transactions, cross-border investments, financing structures, withholding issues, capital market transactions and securities offerings.
  • He is also a past Chair of the Tax Section of the Houston Bar Association.

Representative Experience

  • Significant experience in advising domestic and international energy companies in connection with upstream, midstream, downstream and oilfield service company transactions.
  • Significant experience in mining and other transactions in the natural resources sector.
  • Represents buyers and sellers of public and private organizations in various types of transactions, including cross-border transactions, taxable and nontaxable stock and asset transactions.
  • Represents clients in connection with tax issues related to acquisition financing structures and debt restructuring transactions.
  • Has worked on a significant number of large inbound oil and gas transactions and has advised numerous clients on tax issues associated with inbound investment structures.
  • Has written numerous articles and is a frequent public speaker at professional conferences.
  • Counseled clients in private equity transactions. Represents investors and companies that have been acquired by private equity funds, providing tax counsel on acquisitions and divestures. Provides counsel on tax matters for  both domestic and foreign funds.
  • Counseled clients in international tax planning. Represents clients in connection with global structure planning and business transactions from a tax perspective.
  • Clients include both U.S. and foreign based multinational businesses.
  • Current and past clients include: Apollo Global Management, LLC, Mitsui & Company, Ltd., Marubeni Corporation, SINOPEC International Petroleum Exploration & Production Corporation, CNOOC, Ltd., Linc Energy, Ltd., Parker Drilling Company, Shell Oil Company, Tokyo Gas Company, Ltd. and Korea National Oil Corporation.


David Meister heads Skadden’s Government Enforcement and White Collar Crime Group in New York. Having served twice in federal law enforcement — most recently as Enforcement Director of the U.S. Commodity Futures Trading Commission (CFTC) and previously as an assistant United States attorney in the Southern District of New York — Mr. Meister has more than 25 years of experience litigating enforcement and white collar crime matters from both the prosecution and the defense perspectives. He represents financial institutions and other corporations and their boards, and individuals, in matters involving the full range of federal, state and international criminal and enforcement agencies. He has conducted numer­ous jury trials and has led internal investigations throughout his career.

Mr. Meister rejoined Skadden in 2014 after serving for nearly three years as Director of the CFTC’s Enforcement Division, where he was responsible for the overall direction of the program. Under Mr. Meister’s leadership, the CFTC conducted hundreds of investigations involving physical commodities, futures, swaps and other derivatives, and brought record numbers of enforcement actions with record sanctions. For instance, he led the CFTC’s investigation and prosecution of the first-ever Dodd-Frank Act charges; cases involving worldwide LIBOR and other benchmark manipulation; commodities market fraud and manipulation; supervision failures; unlawful trading practices; misuses of customer funds; deficient accounting and auditing; and Ponzi schemes. He also led key Dodd-Frank rule­makings, such as the prohibition against a wide range of manipulative and deceptive conduct and the whistleblower rule.

As Director, Mr. Meister worked closely with top leadership at the SEC, the DOJ and numer­ous U.S. attorneys’ offices, the Federal Energy Regulatory Commission, and other federal and state agencies and self-regulatory organizations across the country, as well as the U.K. Financial Conduct Authority and financial market regulators in Europe, Asia and Australia. He served as co-chair of the Securities and Commodities Fraud Working Group of the Finan­cial Fraud Enforcement Task Force, which President Obama established in 2009. Mr. Meister also was a key liaison with congressional oversight committees.

Prior to his CFTC appointment, Mr. Meister was a partner at Skadden, where he handled a broad array of high-profile white collar matters involving the securities and derivatives markets, complex accounting, insider trading, disclosures, the Foreign Corrupt Practices Act, tax laws and a variety of other subjects. For instance, he acted for clients in cases concern­ing the financial crisis, auction rate securities, mutual fund market timing, collateralized debt obligations, subprime mortgages and credit default swaps. Mr. Meister has extensive cross-border investigative experience and has counseled clients in the U.K., Europe and Asia concerning the impact of U.S. laws abroad. He also has routinely handled complex private litigation in parallel to white collar matters.

Mr. Meister previously served as an assistant U.S. attorney in the U.S. Attorney’s Office for the Southern District of New York, prosecuting a wide variety of cases as a member of that office’s Securities and Commodities Fraud Task Force and representing the government in numerous trials and appeals.

Education

J.D., Columbia University School of Law, 1987 (Harlan Fiske Stone Scholar)

BChE, University of Delaware, 1984 (cum laude)

Bar Admissions

New York

Publications

“The Territorial Barrier to Commodity Exchange Acts Suits,” The National Law Journal, November 13, 2014

“Rule 180.1: The CFTC Targets Fraud and Manipulation,” New York Law Journal, April 7, 2014


Mr. McInerney is a member of Davis Polk’s Litigation Department, its White Collar Criminal Defense and Investigations Group and the firm’s Global Enforcement and Investigations Group. His practice focuses on grand jury, regulatory, cross-border and internal investigations, as well as complex criminal and civil litigation.

He recently returned to the firm after serving as Chief of the Fraud Section (2010 to 2013) and then Deputy Assistant Attorney General of the Criminal Division of the U.S. Department of Justice (2013 to 2014). In those positions, Mr. McInerney was responsible for supervising approximately 100 prosecutors in the Fraud Section, which has responsibility for all Foreign Corrupt Practices Act (FCPA) investigations conducted by DOJ, as well as a wide range of other complex white collar criminal investigations and prosecutions throughout the country, including corporate, securities, financial, health care and procurement fraud cases.  Among other matters, Mr. McInerney played a leadership role in DOJ’s investigations into the alleged manipulation of LIBOR and the foreign exchange market by various financial institutions around the world, and the preparation of A Resource Guide to the Foreign Corrupt Practices Act, which was published by DOJ and the SEC in 2012. Earlier in his career, Mr. McInerney was an Assistant U.S. Attorney in the Southern District of New York (1989 to 1994), ultimately serving as a Deputy Chief of the Criminal Division (1993 to 1994). In 1994, he served as an Associate Independent Counsel in the Whitewater Investigation with Independent Counsel Robert B. Fiske Jr. 

Mr. McInerney has conducted more than a dozen jury trials as a DOJ and Whitewater prosecutor, criminal defense attorney and civil plaintiff’s attorney. His trial experience at Davis Polk includes his representation of Arthur Andersen on obstruction of justice charges in the U.S. District Court for the Southern District of Texas, and his representation of the former chairman and CEO of an investment bank on insider trading charges in the U.S. District Court for the Southern District of New York. During his time at the firm, Mr. McInerney has represented a number of large financial, industrial, retail, gaming and other institutions, such as CVS Caremark Corporation, Siemens AG and the New York Racing Association, as well as the former chairman and CEO of Computer Associates and other individuals in connection with a wide variety of federal and state criminal, regulatory and civil matters.

Recognition

Mr. McInerney is recognized in Chambers USA for White Collar Crime and Government Investigations.

Of Note

Contributing author to “A Practitioner’s Guide to U.K. Money Laundering Law and Regulation,” published by City & Financial Publishing; co-authored chapter on “The Extra-Territorial Effect of U.S. Anti-Money Laundering Law,” which provides a practical perspective on the implications of U.S. anti-money laundering laws and regulations outside of the United States

PROFESSIONAL HISTORY

  • Partner, Davis Polk, 1997-2010; 2014-present
  • Deputy Assistant Attorney General, Criminal Division, U.S. Department of Justice, 2013-2014
  • Chief of the Fraud Section, Criminal Division, U.S. Department of Justice, 2010-2013
  • Associate Independent Counsel, Whitewater Investigation, 1994
  • Deputy Chief, Criminal Division, U.S. Attorney’s Office, Southern District of New York, 1993-1994
  • Assistant U.S. Attorney, Criminal Division, U.S. Attorney’s Office, Southern District of New York, 1989-1994
  • Associate, Davis Polk, 1986-1989; 1994-1997
  • Law Clerk, Hon. Kevin Thomas Duffy, U.S. District Court, S.D. New York, 1984-1986


Donna H. Deye, Executive Vice President & Chief Financial Officer of totes»Isotoner Corporation. totes»Isotoner Corporation is a leading designer, distributor of high-quality, branded accessories products with divisions in France, United Kingdom, Asia, and Canada. The highly recognizable brands include totes™, Isotoner™, Acorn™, and Manzella™. Donna leads the domestic & international finance group, North American information technology area, and Human Resources.

Donna’s responsibilities include corporate financings and acquisitions. Acquisitions have included Aris Isotoner, formerly a division of Sara Lee Corporation, Northern Cap & Glove, ESNY sandals, Acorn Products Co., LLC, Manzella gloves, and Just Sheepskin in the UK. Donna counts as one of her successes the completion of a $240 million dollar re-financing of the corporate debt in 2011, which included a dividend payment to shareholders, in a difficult financing market. In her role, Donna has been involved in the sale of the company to six separate private equity firms, each time maintaining her position as the lead finance person at totes»Isotoner Corporation.

Donna is a member of the Accounting Advisory Board for Miami University, Oxford.

Prior to joining totes»Isotoner Corporation, Donna was a CPA with PricewaterhouseCoopers for 5 years as part of their audit group.

Ms Deye earned a Bachelor of Science degree in accounting from Miami University, Oxford, Ohio.


Background and History

  • With more than 20 years experience, Alicia has in-depth knowledge of supply chain improvement, organization redesign, operational process improvement, and SG&A management, as well as large scale program management, especially in transaction integration environments.
  • She has experience in the oil & gas, chemicals, utilities, engineering and construction, mining, technology, logistics, healthcare, and automotive industries.
  • Alicia was the Chief Procurement Officer for MRO Solutions. As a founding member, she led all procurement activities including strategic sourcing, category management, order fulfilment and back-office systems integration. She helped design the organizational model, operation process and procedures, and led the transition of supply chain management for Maintenance, Repair And Operations (MRO) material and services from client operations to this outsourcing organization.

Representative Experience

  • MLP spin for integrated oil company, developed detailed, bottoms-up stand alone cost model, provided support and coordination for separation planning, and developed dashboards and other metric management tools to determine future cash distributions and targets.
  • Sell side carve out of significant division of a major chemical company; including standalone/one time cost analysis, data room management, and carve out planning.
  • MLP spin for an energy-related midstream infrastructure company, developed detailed, stand alone cost model.
  • Transaction value assessment of multiple acquisitions for a $6.6b engineering and construction corporation, evaluation included a multi-scenario model of ROI as well as assessment of integration approach.
  • Acquisition of an $8b global deepwater driller to increase global footprint, scale and combine complementary drilling assets.
  • Integration readiness assessment for $30b Mining Corporation, including review of approach, process, documentation, organization design, and tracking; identified areas of focus and recommendations to close operational gaps.
  • Sell side carve out of NA operations from global mining company, including separation and one time cost, TSA structure and cost, operational separation and TSA exit strategy.
  • Finance and accounting integration for a leading US E&P company’s $2.7b acquisition of a Gulf of Mexico deepwater exploration and production company.
  • Finance integration of a $4.7b acquisition of an oil & gas exploration and production company into a global, integrated energy company. Engagement focused on Day One preparation and post-close integration planning, execution, and risk mitigation efforts, including limited SOX compliance in first year, reduction in financial close from four weeks to three days in the first month.
  • Simultaneous integration of three pipeline companies with focus on organizational redesign for operational efficiency and effectiveness as well as proper positioning for organic and external growth; reduced overhead by 30%.
  • Buy side carve-out and Integration of a $900m wind generation business unit into an electric utility; marking its entry into the wind generation business; advised finance and accounting function on overall and functional specific integration approach, structure, issue identification and resolution.
  • Integration of a $7.6b acquisition of a power and gas division of a Germany utility into a US utility, transaction is a strategic growth play that is focused on geographic expansion and diversification with some consolidation of support services.
  • Sell side carve-out of Latin America downstream operations for an integrated oil company

Education

M.B.A. from the University of Texas;

B.B.A. in finance/international business from Loyola University.

Memberships

Board of Directors, YES Prep Charter Schools.; Advisory Board Member, Houston Technology Center.


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

With more than 20 years of experience at PwC, Catherine has focused solely on corporate governance.

Catherine has authored and contributed to many PwC governance publications, including the Risk Oversight Series, Going public? What you need to know about corporate governance and Director-shareholder engagement: getting it right. NACD Directorship magazine in 2019 named her for the thirteenth consecutive year as one of the 100 most influential people in corporate governance in the United States.

Catherine is a Certified Public Accountant (licensed in New Jersey) and a Chartered Professional Accountant, CPA, CA (from Canada). She holds a Master of Accounting degree from the University of Waterloo in Canada. While Catherine lives in New Jersey, she frequently travels and has met with board directors in over a dozen other countries, ranging from Brazil to Japan to South Africa.


Chris Rhodes is a Partner in PwC's Transaction Services practice. He provides commercial structuring, valuation and accounting advice for a variety of transactions under both US GAAP and IFRS. His focus includes strategic transactions such as acquisitions, divestitures, and joint ventures, along with capital raising, capital restructuring and other financial engineering, corporate finance or risk management. In this role, Chris has advised companies across a variety of industries, serving mostly non-financial services clients.

Chris brings a commercial viewpoint to his TS role gained during his years working for Goldman Sachs and Deutsche Bank in equity capital markets structuring roles. Prior to that Chris worked for several years in PwC's Transaction Structuring and Global Capital Markets practices in both London and San Francisco focusing on capital raising and SEC compliance for foreign private issuers, business alliances, derivatives and hedging, M&A, structured financings, and share-based compensation.


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

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

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

Representative Experience

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

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

•           Restructurings:  Represents financially stressed companies and portfolio investments.

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


Kevin Charlton is the Managing Partner of River Hollow Partners, a private equity firm focused on the lower mid-market.  He has spent more than fifteen years in private equity, including time with JPMorgan, Investcorp, and Macquarie.

River Hollow Partners was founded in 2013, and focuses on consumer product, retail, business services, and manufacturing businesses with enterprise values up to $100MM.  Their current portfolio includes Sir Kensingtons, a gourmet condiment business, Dancing Deer Baking Company, a branded manufacturer of cookies and brownies, Kriser’s, an all-natural pet retail chain, and Macro Energy, which provides advisory solutions in high-efficiency lighting.

Kevin has served on more than twenty Boards of Directors in all relevant roles, and in almost all cases as Chairman or Lead Director on behalf of the majority owner; he has a strong reputation working in partnership with management to develop and execute a strategic agenda.  He is currently on the Boards of Dancing Deer Baking Company and Macro Energy, two portfolio companies of River Hollow Partners.  In addition, he is on the Board of Spirit Realty Capital (NYSE: SRC), where he is a member of the Compensation and Governance Committees, and of the Addison Group, a privately held staffing Company.  He was also recently the President and COO of Hennessy Capital Acquisition Corporation, a Special Purpose Acquisition Corporation (SPAC) that successfully merged with Blue Bird Bus Company in February of 2015 and trades on NASDAQ under BLBD

He has successfully taken companies public, sold to strategic and financial investors, and maximized value through the staged exit to separate buyers. This includes companies in aerospace, automotive, playground manufacturing, sporting goods, housewares, gourmet goods, industrial fabric, water infrastructure, petroleum drilling tools, bunkering, petroleum storage and heavy duty trucks parts distribution.

Additional experience includes four years at McKinsey and three years in the Astrophysics Division at NASA Headquarters in Washington, DC.

Kevin received his BSE Cum Laude from Princeton University, his MSE with Distinction from the University of Michigan, and his MBA with Honors from the Kellogg School at Northwestern University.


Michael Skrief is a Principal in the Forensic Services practice of the New York office of PricewaterhouseCoopers LLP. He provides extensive accounting and auditing experience to attorneys and clients in litigation.  His experience includes Securities fraud class actions; anti-corruption and Foreign Corrupt Practices Act ("FCPA") investigations, compliance reviews, training, and remediation activities; financial fraud and embezzlement investigations; and forensic accounting investigations. His experiences within both Assurance and Forensic Services cover a broad range of industries, including Agriculture, Automotive, Consumer Services, Energy, Financial Services, Industrial Products, Insurance, Medical Device, Pharmaceuticals, Retail and Technology.

Mr. Skrief brings over 17 years of business experience to his clients.  He has assisted in preparing issue documents in response to SEC Subpoenas, prepared financial models and analysis for client defense, analyzed internal client documents for specific accounting issues related to SEC investigations, analyzed effects of accounting issues related to an SEC investigation to calculate damages, and employed various forensic accounting techniques to trace cash disbursements and account movements related to fraudulent activity. He has conducted interviews of company personnel; documenting existing business processes, and evaluating internal controls and analysis of specific controls that failed to detect and/or prevent the fraud investigated. Michael has also presented on multiple occasions to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and the Federal Bureau of Investigation on behalf of his clients.


Ms. Paradise is General Counsel of White & Case LLP. As such, she advises the Firm's lawyers on issues relating to professional responsibility, manages the Firm’s Compliance and New Business Teams, and is a member of the Firm's Global Risk Management Committee.

Prior to joining White & Case, Ms. Paradise practiced in the litigation department at another leading firm where she litigated matters on behalf of financial service and communications industry clients.

Ms. Paradise is a former member of the American Bar Association's Standing Committee on Ethics and Professional Responsibility and of the Committee on Professional Responsibility of the Association of the Bar of the City of New York. She frequently lectures on issues pertaining to professional responsibility and teaches Ethics and Professionalism at Fordham Law School.

Ms. Paradise is a graduate of Columbia Law School where she was an Editor of the Columbia Law Review and a Stone and Kent Scholar. Ms. Paradise clerked for the Honorable Nina Gershon, United States District Court Judge for the Eastern District of New York from 2002-2003.


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.


Sandra Maria T. Parrado has 22 years of experience in providing Advisory and Forensic Services.  She is a NY-based Forensics Partner with a focus on investigations of fraud and forensic accounting matters; anti-corruption matters; pre-merger due diligence related to fraud and corruption; anti-money laundering lookback investigations; as well as litigation support.

Ms. Parrado’s experience in forensic accounting has included investigations into highly complex matters involving fraud, accounting irregularities, and employee conduct across a broad range of industries, including the financial services,  technology, telecomm & cable, construction, automotive industry, and retail & consumer.  She also advises her clients regarding fraud risk assessments, detection and prevention, as well as provides training on fraud awareness and investigation techniques.

Ms. Parrado's experience in matters related to foreign corrupt practices, including investigations, compliance controls, pre-merger due diligence, audit program development and execution, as well as training development and delivery.  Her clients have included multi-national companies in aerospace and defense, engineering and construction, industrial products, pharmaceuticals, medical devices, and health care consumer products, and technology industries.  Her FCPA engagements and investigative experiences have focused on a number of high risk regions in Asia, Eastern Europe, Middle East and Africa.

Ms. Parrado is also experienced in litigation matters, including damage valuations in the areas of intellectual property and antitrust.  She has also prepared damage analyses and expert reports relating to patent, copyright, and trademark infringement, misappropriation of trade secrets, breach of contract, labor disputes, and antitrust claims for clients in the pharmaceutical, telecommunications, fire and safety equipment, gas sensors, software data encryption, prosthetic manufacturing, financial services, and consumer health care industries.

Ms. Parrado has a Bachelor of Science in Economics from The Wharton School of the University of Pennsylvania.  Her concentrations were in Finance, Accounting, and Operations & Information Management.  Ms. Parrado is a Certified Public Accountant in New York and the District of Columbia.


Brian is a Director in the New York office of PwC’s Business Recovery Services group.  Brian’s expertise is focused in the areas of restructuring advisory services, financial modeling and cash flow analysis, bankruptcy reporting, mergers and acquisitions, business and financial due diligence and strategic assessments including profit and cash flow improvement. His notable restructuring related engagements include advising Anna’s Linens, National Envelope, Sbarro and Chrysler as well as working for potential buyers involved in 363 asset sale processes.

Brian also has significant experience serving both financial and strategic buyers and sellers in public and non-public deals ranging from $5 million to several billion.  His breadth of industry experience encompasses a multitude of energy, healthcare, retail, manufacturing, media, entertainment, gaming, technology, hotel & automotive sector companies.

Prior to his time in Business Recovery and Transaction Services, Brian spent 3+ years in investment banking at Lehman Brothers Inc. focusing on the U.S. professional sports industry and its related media and real estate applications.

Brian received his Masters of Business Administration from NYU Stern.  He is also a magna cum laude graduate of the University of Notre Dame.  Brian is also credentialed as a Certified Insolvency and Restructuring Advisor and is a member of the Turnaround Management Association and the American Bankruptcy Institute.


Mr. Bell is a retired Ernst & Young LLP audit partner in the  international energy industry, with extensive experience dealing with the Securities and Exchange Commission (SEC), working with senior executives and boards of directors of public companies. Mr. Bell is a CPA and a petroleum engineer. 

Member of the Board of Directors

  • Approach Resources, a public oil and gas company based in Ft. Worth, since August 2010- Audit Committee Chair beginning March 2011.
  • Jones Energy, Inc., a public oil and gas company based in Austin since July 2013 when the company completed its' initial public offering -Audit Committee Chair.
  • Cinco Resources Corporation, a private oil and gas company based in Dallas, since July 2011 - Audit Committee Chair.
  • Central Energy Partners GP LLC, the general partner of Central Energy Partners LP, a Dallas based provider of liquid bulk storage, trans-loading and transportation services for chemical ands and petroleum products since December 2013 -Audit Committee Chair.
  • National Association of Corporate Directors - North Texas Chapter.
  • Dune Energy, Inc. from May 2007 to January 2012 -Audit Committee Chairman and Board Chairman (April 2011 to January 2012).
  • Toreador Resources Corporation from August 2006 until June 2009 - Audit Committee Chairman Chaired a board investigation into the reasons for poor results of exploration in Romania, Hungary and Turkey.

Chief Restructuring Officer of Energy Partners- March 15 to September 30, 2009

  • Hired by Board of Directors of this offshore oil and gas exploration and production company to manage daily operations, reduce costs, negotiate pre-arranged bankruptcy and manage the company during a complex Chapter 11 process.

Ernst & Young LLP 1973 to 2006 (Retired):

Chevron Oil Company: Petroleum Engineer- 1969 to 1972

  • Production engineer for Chevron Oil Company in the Gulf of Mexico
  • Responsible for routine operations of an offshore field and redevelopment of a major field

EDUCATION

Petroleum Engineering --Colorado School of Mines, 1969
Master's in Business Administration -- Tulane University, 1973


Mr. Pearsall has worked as a testifying expert and economic consultant for more than 25 years and has provided opinions in matters involving economic damages and asset valuation for clients in various industries as well as for the U.S. and State Governments.  He has provided testimony regarding economic damages in commercial disputes involving, among other things, commercial fraud, real estate investment instruments, breach of contract, changes in asset and/or share value, fiduciary duty, lost wages and operating margins.  He has analyzed financial markets and instruments, quantified business interruption losses, developed economic and financial models to analyze business value and used event studies to model change in share price associated with negative activity.  He has developed analyses and directed research engagements involving industry transactions, corporate spinoffs, asset allocations, funded liabilities and market activity.

Mr. Pearsall has provided expert testimony and consulted in numerous intellectual property (IP) matters involving determinations of economic damages based on applications of reasonable royalty rates, lost profits, price erosion, and overall changes in firms’ IP asset values.  He has been retained as an expert to determine values of intellectual property assets such as patents, trademarks, copyrights, and trade secrets.  Mr. Pearsall has provided testimony and quantified damages associated with changes in firms’ sales and/or market strategy resulting from events affecting firms’ abilities to compete.  Mr. Pearsall also has testified as to the appropriateness of alternative damage calculations set forth by opposing parties.

Mr. Pearsall has worked on a variety of matters focusing on antitrust issues including attempted monopolization, price discrimination, tying, predatory pricing, price fixing, collusion, vertical and horizontal restraints.  He has submitted expert reports and developed economic analyses of liability and damage claims in antitrust matters in which allegations of anticompetitive behavior were levied.  He has developed analyses pertaining to possible antitrust issues associated with industry standardization and licensing strategies involving intellectual property assets.

Mr. Pearsall has led business consulting engagements involving market intelligence, pricing models, analyses of corporate financial data, firms’ assets, collection and interpretation of survey data, sales forecasts, economic modeling, predictive analyses, competition and marketing campaigns.  He has expertise in application of economic and financial theories in the organization and management of complex engagements as well as market analyses, acquisition of patented technologies, revenue performance, cash flow models, and industry competition.

Mr. Pearsall has a B.A. and M.A. in Economics from Virginia Tech.


Since 1989, Philip Antoon has been assisting clients worldwide in the valuation of corporate entities and intangible assets, with in-depth focus providing these valuations for U.S. and international tax purposes, as well as U.S. financial reporting purposes.

Mr. Antoon assists companies of all sizes globally with valuations of legal entities and assets for: internal tax reorganizations and spin offs; related party IP transfers for U.S. and international transfers; intercompany debt issuances, transaction allocations for IRC Sections 338 and 1060; Section 280g; FIRPTA testing; gift and estate; interest expense apportionment;  partnership basis; cost segregation; NOL limitations and built-in gains; as well as estimating preferred coupon rates and debt interest rates.  Mr. Antoon has authored numerous articles regarding valuation issues related to valuations of entities and assets for U.S. tax purposes.

Mr. Antoon has in-depth experience providing fair value analyses for ASC 350 and 805 purposes, having valued reporting units and a wide array of intangible assets including customer relationships / contracts, patented technology, trademarks / trade names, proprietary know how, in-process research and development, franchise agreements, communications licenses, reserves, backlog, databases, and non-compete agreements.

Mr. Antoon also has in-depth experience in the valuation of fractional interests, preferred stock, options and debt, having performed these valuations for tax, financial reporting, restructuring, mergers and acquisitions, gift and estate, across a variety of industries.

Prior to joining A&M, Mr. Antoon was a Managing Director in the Valuation Services practice of PricewaterhouseCoopers, and was the Global Practice Leader of the Valuation Services Practice at Kroll prior to working at PricewaterhouseCoopers.

Mr. Antoon earned a bachelor of science degree in finance from West Virginia University.


Stephanie is a Principal in EY’s Transaction Advisory Services Houston office specializing in our Valuation and Business Modeling practice. In addition to over fourteen years of valuation experience, she holds the Chartered Financial Analyst (CFA) designation.

Her primary areas of focus include the valuation of business enterprises, equity and debt interests, and various intangible assets associated with businesses. The types of engagements she has worked on include: Allocation of purchase price, valuation of minority and control equity interest for corporate planning, transaction related and tax planning

Her concentration in the valuation of energy related companies and assets has involved analyses for entities operating in energy sectors including: Merchant and contracted generation, renewable generation facilities and foreign and domestic transmission and distribution.  Exploration and production, oil field services, refining, wholesale petroleum distribution and marketing, oil and gas gathering and transmission pipelines, energy consulting, propane and heating oil wholesale and residential distribution, natural gas local distribution companies and retail petroleum distribution.  In addition to the energy industry, Stephanie has performed engagements in number of industries including consumer products, chemicals, banking/financial services, construction and building products and telecommunications.

Education/certifications

Stephanie holds a Bachelor of Business Administration degree in Business Honors and Finance from the University of Texas and has earned the Chartered Financial Analyst (CFA) designation.


Aaron F. Adams is a partner in the New York office of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Global Finance Practice Group. Mr. Adams represents borrowers and lenders in connection with senior credit facilities, note offerings, mezzanine financings, asset-based financings and other banking and credit matters.

Mr. Adams is ranked nationally as a leading Banking & Finance lawyer by Chambers USA: America’s Leading Lawyers for Business and Chambers Global: The World’s Leading Lawyers for Business.

Mr. Adams earned his Juris Doctor in 2000 from the Boston University School of Law, where he was a member of the Boston University Law Review. He received a Master of Arts degree from The University of Chicago in 1996 and a Bachelor of Arts degree in Philosophy with honors from Swarthmore College in 1994. Prior to joining Gibson Dunn, Mr. Adams was an associate in the New York office of Cravath, Swaine & Moore from 2000 to 2006.

Mr. Adams is admitted to practice in the State of New York.


Nancy Josephs is the Chief Executive Officer of Veritext Legal Solutions, the largest deposition services company nationally.  Ms. Josephs co-founded the Company with her partner Michael Sandler in 1997 and remained the Chief Operating Officer until January 2014 when she was appointed CEO.  Ms. Josephs is committed to having Veritext be an integral part of its clients’ legal process by providing relevant solutions, delivered with superb service and industry-leading technology.  Toward that end, Veritext has grown 21% in the last year and performed more than 11 acquisitions in the past 18 months.

Prior to Veritext’s founding, Ms. Josephs spent nearly 15 years as a management consultant, providing services to Fortune 500 companies across a variety of industries on strategic initiatives such as optimizing organizational structures, business processes, information technology, and human resources.  Ms. Josephs has also held the positions of Vice President with Bronner Slosberg and Humphrey, President and Founder of Brookshire Enterprises, and Senior Manager with Deloitte & Touche.

Ms Josephs holds Master of Business Administration and Master of Public Health degrees from Columbia University and a Bachelor of Arts degree from the University of Michigan.


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


Steven F. Crooke has served as Vice President, Secretary and General Counsel since May 2001. For the period of June 2000 through April 2001, Mr. Crooke served as Corporate Legal Affairs Manager of Huhtamaki Van Leer Oyj. Prior to that, he served as Assistant General Counsel of the Company from 1997 to May 2000. On February 1, 2006, Mr. Crooke was promoted to Senior Vice President (SVP), Secretary and General Counsel. In December 2014, Mr. Crooke was also appointed as Chief Administrative Officer.


Tim Ryan is a shareholder at Winstead PC and a member of the finance & banking practice group. Tim has extensive experience representing clients in the structuring, negotiation, documentation, and closing of a broad variety of lending and financing transactions. He represents lenders and arrangers in international and domestic syndicated, club and single-lender transactions. His practice extends to acquisition financings, recapitalizations, high-grade and junior debt financings, and to cash flow, asset-based and other capital markets transactions. Tim also regularly represents clients in workouts and restructurings of troubled credits.


Director, joined CVC in 2014. James is a member of the CVC North America team. He is based in New York. Prior to joining CVC, James was a Principal at Investcorp, which he joined in 2005 from UBS. James holds a Bachelor’s Degree in Economics from Columbia University.


Neil C. Berman, Esq. is a Senior Director & Counsel at Sony Music Entertainment, who clerked for Chief Magistrate Judge James C. Francis IV in the Southern District of New York, graduated from Columbia University School of Law in 2001, was a member of the Intellectual Property and Technology Transactions department of Dewey Ballantine, LLP for six years, where he assisted with IP, content, new licensing, technology, compliance, mergers & acquisitions, capital markets and private equity transactions for a wide variety of clients and industries.  He was formerly in-house counsel for Moody's Investors Service and also worked in the legal group of Tartan Films, which is perhaps best known for the critically acclaimed Supersize Me documentary.  Over the years, he has advised many diverse pro bono clients, including the Museum of Modern Art, the NYPD Legal Bureau, Chabad of the West Side and the Belmont Race Track Jockeys Association, to name but a few.  At Sony, he handles a farrago of matters, inter alia, complex equity investments, large catalog and entity acquisitions, strategic joint ventures, trademark, copyright, patent and domain concerns, brand management, real estate, licensing and whatever else time permits.