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Pocket MBA Summer 2016: Finance for Lawyers and Other Professionals


Speaker(s): Amir Agam, Bryan Ketroser, Catherine E. Moreno, Catherine J. Connolly, Daniel P. Prager, David Byrd, Dubravka K. Tosic, Ph.D., Jeff J. Van Egdom, Jeremy M. Weitz, Katharine A. Martin, Kenneth P. Herzinger, Michael S. Sackheim, Ryan T. Miller, Sarah K. Solum, Todd J. Rosen, Torben Voetmann, Ph.D., Vidhi Kanoongo, Wendy Meredith, William Brentani
Recorded on: Jun. 20, 2016
PLI Program #: 150001

Amir Agam is a Senior Managing Director at FTI Consulting and is based in Los Angeles.  Mr. Agam is in FTI’s Corporate Finance & Restructuring practice and has over 18 years of experience advising companies undergoing significant transitions including substantial operational improvements; post-acquisition operational changes; finance, accounting, and FP&A structure re-alignment; and in and out of court restructurings.  He has served as an interim chief financial officer and a chief restructuring officer.

Specific areas of Mr. Agam’s experience include business plan development and review; cash flow forecasting; cash management; interim management, development of accounting and finance function capabilities, identification and implementation of cost reductions; negotiation of restructuring plans; bankruptcy planning and execution; arranging financing and creditor negotiations; business and asset sales; and court testimony.  Select matters Mr. Agam has worked on include:

Example Restructuring Engagements

  • Fresh & Easy LLC:Served as Chief Restructuring Officer for over 100 store grocery chain with related food manufacturing and distribution operations and approximately $650 million in revenue.Responsible for analysis of operations and eventually all elements of the wind-down process.
  • THQ, Inc.:Served as financial advisor of public video game production and distribution company.Re-built cash management and forecasting capabilities and managed cash forecasting process. Negotiated forbearance terms with secured lenders and provided court testimony related to cash forecasts.Managed liquidity to enable the Company to sell its operating businesses through a chapter 11 process.
  • Fleetwood Enterprises:Served as financial advisor to public manufacturer of manufactured housing and recreational vehicles.Supported all aspects of the restructuring process, including operational analyses of the company’s business lines, resulting in the successful sale of the Company’s business lines.
  • Consumer Products Companies:Served as financial advisor to the lending syndicates of consumer products companies, analyzing and creating projections and evaluating restructuring initiatives.
  • Bankruptcy Litigation:Provided advice related to expert witness testimony in multiple litigation cases on issues involving solvency, preferences, and valuation.

Example Operational / Post-Acquisition Capability Enhancement Engagements

  • Sports Events Company:Served as interim CFO upon its acquisition as a private equity portfolio company.Built finance department capabilities, including cash forecasting and management.
  • FP&A for Private Equity Owned Distribution Business:Fulfilled FP&A role at company while it was undergoing significant transition, assisting in managing the business and rebuilding the finance department.
  • Fortune 500 manufacturer of auto-related equipment:Worked on turnaround plan that led to the refinancing of over $2 billion of debt and subsequently worked on design and implementation of the following year’s operational plan.

Mr. Agam holds a B.A. with honors from the University of California, Los Angeles and an M.B.A. with honors from the Wharton School at the University of Pennsylvania. He is a certified insolvency and restructuring advisor (CIRA) and a member of the American Bankruptcy Institute, the Association of Insolvency & Restructuring Advisors, the Turnaround Management Association, and the Financial Lawyers Conference (non-attorney member).  In 2015, Mr. Agam was recognized as one of the M&A Advisor’s 40 under 40 Emerging Leaders in the Service Professional Category.


Catherine J. Connolly, CPA, CFF

Cathy Connolly has 20 years of forensic accounting, complex business litigation and audit experience.

She has worked on a variety of accounting-related forensic and litigation matters, including investigations of improper financial reporting and financial statement restatements; breach of contract and other damages analyses; purchase price / post-acquisition disputes; class action securities claims; lost profit and business interruption claims; and various special audits and investigations.

Cathy has worked on behalf of company management and Audit Committees of the Board of Directors on accounting matters, including SEC investigations. Representative engagements include issues such as improper revenue recognition, reserve manipulation and the interpretation of Generally Accepted Accounting Principles (GAAP), employee and executive fraud and defalcation, stock options matters, partnership equity allocation, illegal use of public funds, and accounting record reconstruction issues.

Cathy also has experience working on matters involving companies in various industries, including high-tech, client service, software, healthcare, manufacturing, energy and construction.

Prior to joining StoneTurn, Cathy worked at "Big Four" accounting firms in dispute consulting and audit roles. She is a Certified Public Accountant and Certified in Financial Forensics.

Cathy is a Board Member and Treasurer of the Mountain Play Association in San Rafael, CA.


Catherine Moreno is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati. Catherine specializes in securities litigation and counseling, including the defense of companies and their directors and officers in class actions, derivative lawsuits, and M&A litigation. She also is experienced with internal investigations and in defending companies and individuals in SEC enforcement proceedings involving allegations of insider trading, securities fraud, and reporting violations. In addition, Catherine is experienced in a variety of commercial litigation matters and is a frequent speaker and lecturer on issues of securities fraud, accounting misstatements, and insider trading.

Catherine maintains an active pro bono practice and has been honored for her work on civil rights impact litigation.


David Byrd is a member of the FSO Assurance practice of EY in San Francisco.

David has spent 4 years in the financial services industry primarily serving asset management clients. Industry exposure includes domestic and offshore hedge funds, fund-of funds, private equity funds, venture capital firms, SEC, and CIMA registrants as well as management companies. Before working in industry, he taught for the University of San Francisco and Santa Clara University.

He received his Bachelors in Accounting from University of San Francisco and before that, a PhD in Philosophy from the University of California, Davis.

He is a Certified Public Accountant licensed in the state of California.


Dubravka K. Tosic, Ph.D. is an Economist and Director at Berkeley Research Group, LLC (BRG), a national leader in economic and statistical consulting.  Prior to joining BRG, Dr. Tosic spent almost 6 years as a Principal at ERS Group, and over 12 years as a Director in the Dispute Analysis practice of PricewaterhouseCoopers, LLP in New York. 

Dr. Tosic provides consulting and expert witness assistance in all aspects of labor and employment disputes, litigation and arbitration matters, regulatory audits, and in connection with pro-active company reviews.  She has experience in preparing statistical analyses and damage calculations in connection with allegations of employment discrimination with respect to various employer actions (e.g. hiring, promotion, termination, and compensation), executive compensation, breach of employment contract, personal injury and wrongful death, and wage and hour issues. 

Dr. Tosic has testified as an economic expert in Federal and State court matters, and has worked with numerous Fortune 500 companies, national and international law firms, Federal, State and Local government entities, and international organizations.  She is also a frequent presenter to professional organizations on economic, financial, and statistical analyses.

Dr. Tosic received her Master’s degree and Ph.D. in economics from Florida State University and her Bachelor’s degree in economics from University of Maryland.


Jeff Van Egdom is a tax partner in the M&A Transaction Services group of Deloitte Tax LLP and works in the San Francisco office.  He specializes in tax structuring, deal management and other related tax matters in mergers and acquisitions.  He joined Deloitte in 2003 and has served as a dedicated M&A transaction specialist since 2007.

Mr. Van Egdom principally advises private equity and strategic investors in their evaluation of take-private, controlling and minority investment opportunities.  He has advised on numerous transactions in the technology, leisure/travel, retail and consumer products industries.

Mr. Van Egdom received his Masters of Business Taxation from the Marshall School of Business, University of Southern California and his bachelors in Business Administration from Crowell School of Business, Biola University.   Jeff is a Certified Public Accountant licensed in the state of California and is a member of the AICPA.


Jeremy Weitz is a Shareholder and Co-Chair of the Firm's Corporate Practice Group. Mr.  Weitz's expertise covers mergers and acquisitions, private equity, publicly and privately traded securities, corporate maintenance and formation, corporate finance, and licensing. He represents clients in a variety of industries, including apparel, retail, beauty, food, entertainment, computer software, e-commerce, aerospace and defense, manufacturing, and investment banking that range in size from small start-ups to multi-billion dollar publicly traded corporations. Mr. Weitz routinely serves as outside general counsel for his corporate clients.

Mr. Weitz represents both buyers and sellers in merger and acquisition transactions. Mr. Weitz’s mergers and acquisitions practice is focused on the middle market with transaction values ranging between $10 million up to $3 billion.

Mr. Weitz routinely lectures on mergers and acquisitions and the apparel industry.

Mr. Weitz is also Co-Chair of the Firm’s Consumer Products Industry Group which specializes in the representation of apparel, beauty, food, fitness, retail, direct to consumer, consumer electronics, automotive, and other consumer products businesses.  This Industry Group focuses on all legal needs for these businesses including mergers and acquisitions, financings, corporate governance, licensing, intellectual property protection, e-commerce, litigation, leasing and regulatory advice, among others.  Mr Weitz has served as lead counsel on a significant number of merger and acquisition transactions in the consumer products space representing both buyers and sellers.

In the community, Mr. Weitz is the former President and current Board Member of the Apparel Industries Group for the City of Hope. He has also served as both Dinner Chair and Fundraising Chair for this group. Mr. Weitz is also the former President and board member of The Professionals Club (formerly, the Textile Professionals Club or TPC) which is a networking group for professionals from a wide range of business backgrounds including accountants, investment bankers, commercial bankers, lawyers, property agents and developers, financial advisors, and other professionals that serve the local business community.

Education

Mr. Weitz earned his J.D. cum laude at Loyola Law School, Los Angeles in 1998 and he received his B.A. with honors in Political Science at Emory University in 1995. While in law school, Mr. Weitz was awarded the Dean’s Academic Scholarship and was a member of the Alpha Sigma Nu Honor Society and Order of the Coif.


Katharine (Katie) Martin is chair of Wilson Sonsini Goodrich & Rosati's board of directors and a partner in the firm's Palo Alto office, where she practices corporate and securities law. Katie previously served as a member of the Policy Committee and as the leader of its business law department.

Katie has extensive experience in representing public companies. Her practice includes all aspects of company representation, including corporate governance, SEC compliance, 1934 Act issues, public offerings, private placements, and mergers and acquisitions. She also has represented underwriters in public offerings and issuers and investors in private equity financings.

Katie joined Wilson Sonsini Goodrich & Rosati in 1999, after 12 years at Pillsbury Madison & Sutro LLP, where she was a partner. She is a frequent speaker on corporate and securities law, corporate governance, and mergers and acquisition topics, presenting at such venues as PLI, Corporate Board Member, and the SEC Institute.


Ryan Miller is a senior manager at Deloitte Transactions and Business Analytics LLP (“DTBA”) in the San Francisco office.  He leads the West Coast Financial Services Business Valuation practice and has over 18 years of global financial consulting and valuation experience with public and private businesses in the U.S. and UK.

Experience

Ryan’s primary focus is in the banking and financial institution industry and has provided financial consulting, financial modeling, and valuation services to national, regional, and community banks.  He has also provided services to bank subsidiaries involved in broker dealer activities, private wealth management, mortgage origination, and insurance.  While at DTBA, he has performed valuations for mergers & acquisitions, purchase price allocations, gift and estate tax planning, litigation, fresh start accounting, and other special projects.  He has extensive experience valuing banks and other financial institutions, loan portfolios, CDI, time deposits, TruPS, FHLB advances and FDIC indemnification assets.  In addition, Ryan has also developed financial and valuation models for banks for resolution planning purposes (for both 165(d) and CIDI plans).

In addition to financial services, Ryan’s experience also includes construction materials, semiconductors, telecommunications, technology, transportation, professional services, and various specialty retail and manufacturing industries.

Certification and Licensure

Chartered Financial Analyst (CFA)

Education

Texas Christian University, BA

Texas Christian University, MBA


Sarah Solum is a Partner in Davis Polk’s Corporate Department and a founding member of the firm’s Northern California office. She has extensive experience in capital markets transactions, including IPOs, investment grade and high yield debt offerings, convertible notes transactions and preferred stock offerings. She also regularly represents companies on mergers and acquisitions and advises on SEC compliance, disclosure and corporate governance matters.

Sarah has an active IPO practice, having advised on the IPOs of AMIS Holdings, AppNet, Apropos, CAI International, Chipotle Mexican Grill, Coupa Software, DocuSign, Etsy, Fortinet, GoDaddy, Handspring, Homegrocer, iBeam, Kaiser Aluminum, Pivotal Software, Razorfish, Responsys, SendGrid, ServiceSource International, Silver Spring Networks, Splunk and SunRun. She works with a wide range of companies and all major investment banking firms.

Her recent public speaking engagements include the Davis Polk | Silicon Valley Bank | Nasdaq | Donnelley West Coast IPO Boot Camp in January 2018, the 43rd Annual Securities Regulation Institute in San Diego, California and various PLI programs.

She is on the Global Advisory Board of the Women in Law Empowerment Forum (WILEF) and a Co-Chair of the Northern California chapter.  She was also a member of HiPower, an executive leadership program for women.

Sarah has been recognized as a leading lawyer by numerous industry publications, including Chambers USA and Super Lawyers.

Sarah was named one of the 2016 and 2017 Women Leaders in Tech Law by The Recorder, one of the “2017 Women of Influence” by the Silicon Valley Business Journal and one of the ”2017 Top Women Lawyers in California” by the Daily Journal.



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


Vidhi Kanoongo is an audit senior manager in Deloitte’s San Francisco office and has also served in the New York, Boston and San Jose offices. She has more than 10 years of experience in the investment management industry and has served on financial statement audits of venture capital, private equity, fund of funds, mutual funds and business development companies.

She has extensive experience in the audit of private entities that are governed by the AICPA. Her expertise includes auditing the valuations of private companies which are based on various models.

Vidhi received a BS in Accounting from India, is a CPA, CA (Indian equivalent of CPA) and a member of the AICPA.


Wendy Meredith is an audit senior manager in Deloitte’s San Francisco office. She has more than 14 years of experience in the energy & resources industry and extensive experience in Securities and Exchange Commission requirements, including those associated with initial public offerings.  Wendy spent two years participating in Deloitte’s Energy & Resources management development program.  In this role, her responsibilities include consultations with client engagement teams on audit procedures and accounting issues, preparing internal and external alerts and publications related to industry-specific accounting matters, and presenting at internal and external meetings and conferences.

Wendy received a BS in Accounting from Ball State University, is a CPA and a member of the AICPA.


William B. Brentani is a Partner in the Firm's Corporate Department. His practice focuses on representing issuers and underwriters in connection with a variety of public and private debt and equity offerings, including high-yield, IPO, mezzanine, convertible debt and cross-border transactions. Mr. Brentani regularly represents private equity sponsor clients in connection with acquisition financings and advises clients on corporate governance and securities law-related matters.

Mr. Brentani's clients have included CBRE, Hellman & Friedman and their portfolio companies, Silver Lake Partners and their portfolio companies, Detroit International Bridge Company, J.P. Morgan, Goldman Sachs, Morgan Stanley, BofA Merrill Lynch, Barclays and UBS.

Mr. Brentani was born in São Paulo, Brazil. He received his B.A. from Tufts University in 1986 and a J.D. from Boston University School of Law in 1989. He joined the Firm in 1989 and became a Partner in 1999.


As comfortable arguing to a jury as he is to an appellate panel, Bryan Ketroser concentrates his practice on securities litigation, complex commercial litigation and SEC investigations.  He represents technology companies, entrepreneurs, officers, directors, employees and shareholders in high-stakes matters in California, Delaware and other courts throughout the U.S.

Prior to joining Alto Litigation, Bryan was an associate in the litigation group of Wilson Sonsini Goodrich & Rosati, and served as an Assistant District Attorney for the San Francisco District Attorney’s Office.

Bryan recently was named to Benchmark Litigation’s 40 & Under Hot List 2018.

Education

  • Yale Law School, (J.D., 2005)
    Senior Editor, Yale Law Journal
    Submissions Editor, Yale Law & Policy Review
  • Brandeis University (B.A., summa cum laude, 2002)
    Linguistics
    East Asian Studies

Practice Areas

  • Commercial Litigation
  • Securities Litigation
  • SEC Investigations

Professional Associations & Activities

  • Member, State Bar of California
  • Admissions:  Ninth Circuit Court of Appeals and California’s federal district courts


Daniel rejoined KPMG’s Los Angeles (USA) office in October 2012 in the Alternative Investments tax practice. He had previously been the head of corporate finance for Telefónica Czech Republic a.s. in Prague (Czech Republic). Prior to that, Daniel was vice president and head of tax at Ares Management, a Los Angeles-based asset manager with $43 billion in CLOs, capital markets, hedge, private equity funds and a BDC / RIC (NASDAQ: ARCC).

Professional and Industry Experience

Daniel was in KPMG’s M&A and international tax practices from 2000 to 2009 where he developed broad experience in restructuring and transactional planning advice and tax due diligence consulting services in connection with acquisitions, dispositions, restructuring, bankruptcy reorganizations, and debt workouts with particular emphasis in cross-border capital movement and withholding taxes. Daniel has been involved in the design and implementation of mergers and acquisitions tax planning for both strategic and financial buyers. His experience includes tax planning for issuance of debt instruments, issues involving the U.S. income tax regime, international tax planning, U.S. GAAP and planning for repatriation of profits.  Daniel specializes in providing tax advice and compliance services to investors in and managers of alternative investment funds including private equity and hedge funds with particular emphasis in partnership structures. Daniel also leads FATCA engagements including preparation of readiness plans (identification, registration and reporting) and implementation.

Representative Clients

Allianz SE, Caxton-Iseman Capital Inc., Crescent Capital, First Reserve Corporation,  Leonard Green & Partners L.P., Levine Leichtman, Mesa West Capital, Occidental Petroleum Corporation, Odyssey Investment Partners, Tower Research, Western Asset Management, and Wilshire Associates.

Function and Specialization

Daniel specializes in providing tax advice and compliance services to investors in and managers of alternative investment funds such as hedge funds and private equity with particular emphasis in partnership structures. Daniel is also the tax contact for FATCA in the West (USA).

Languages

English, Spanish, Czech

Education, Licenses & Certifications

MBA, Taxation, University of Southern California

BA, International Relations, University of Southern California


Dr. Voetmann is a Principal in The Brattle Group’s San Francisco office and an adjunct professor at the University of San Francisco’s School of Management. He consult on cases related to accounting, corporate finance, capital markets, financial institutions, insider trading, and internal investigations. Dr. Voetmann has testified and consulted on issues related to financial econometrics (i.e., the application of statistical methods within an economic framework), event studies, and market efficiency, damages, and materiality in securities fraud and misrepresentation cases. Dr. Voetmann has also testified and consulted on valuation issues related to mergers and acquisitions, appraisal actions, and other disputes involving valuation of private and public companies, illiquidity securities, employee stock options, and minority interests.

Dr. Voetmann has worked with multiple experts and is experienced in all phases of litigation, including deposition, mediation, arbitration, and trial. His case experience covers a range of industries, including financial institutions, consumer products, telecommunications, technology, and manufacturing. He has directed research in various prominent matters, including In re AOL Time Warner Inc. Securities Litigation, In re Xcelera Securities Litigation, Metropolitan Creditors' Trust et al. v. Ernst & Young and In re Apollo Securities Litigation.

Dr. Voetmann's securities experience includes Rule 10b-5 and Section 11/12 class actions, including those involving options and other derivative securities. In these cases, he has led large case teams that have addressed market efficiency, loss causation, and estimation of aggregate damages. His experience also includes calculating damages related to improper revenue recognition, bankruptcy, earnings restatements, material omissions, employee stock options, insider trading, private equity, and disputed merger terms. 

Dr. Voetmann has published in finance journals, including the Journal of Corporate Finance, Review of Finance and the European Journal of Finance, and has authored a chapter on event studies in Financial Modeling. He has taught undergraduate and graduate-level courses in corporate finance and security analysis at the Wharton School, University of Pennsylvania and graduate-level courses in corporate finance, managerial finance, capital markets and investment banking at the University of San Francisco.


Ken Herzinger is the Chair of the White Collar, Investigations, Securities Litigation and Compliance Group and a partner in the San Francisco office. Ken was an attorney in the Enforcement Division of the U.S. Securities and Exchange Commission prior to joining private practice. His practice focuses on SEC investigations and enforcement actions, internal investigations, securities class actions, and ERISA class actions.

Ken has 20 years of experience as a securities litigator and has handled every type of SEC investigation and securities case, including new and developing areas like cybersecurity, blockchain, cryptocurrency, and SEC BSA/AML enforcement, and more traditional matters such as accounting and financial reporting, internal control over financial reporting (ICFR), disclosure controls and procedures, the Foreign Corrupt Practices Act (FCPA), insider trading, and Dodd-Frank and SOX whistleblower retaliation claims.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).