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Pocket MBA 2017: Finance for Lawyers and Other Professionals

Author(s): Laura A. Kaufmann Belkhayat, Rodin M. Hai-Jew, Peter L. Zanolin, Kevin L. Morris, Jared Thear, Frank J. Weigand, Philip J. Bach
Practice Area: Accounting, Corporate & Securities, Professional Skills
Published: Nov 2017
ISBN: 9781402430022
PLI Item #: 186971
CHB Spine #: B2354

Phil is a CPA and CFE who leads global compliance audits at Stepan Company. 

Stepan is a global chemical manufacturer, located in Northfield, Illinois, with production plants located around the world.  Phil is a leader within the ethics and compliance team and performs audits related to anti-bribery and corruption issues, environmental compliance, third party risk management as well as other laws, regulations and the code of conduct.  When not conducting compliance audits, Phil performs internal investigations and assists with designing policies and procedures related to corporate compliance.

Prior to joining Stepan, Phil was a consultant who conducted forensic accounting engagements involving companies and government entities in a variety of industries and worked with organizations to design, implement, and evaluate ethics and compliance programs including anti-fraud controls. Phil also performed accounting investigations and has investigated financial statement fraud, employee misconduct issues, embezzlements and other white collar frauds. He worked with attorneys and companies providing consultation for litigation, expert testimony and has been engaged as a neutral arbitrator in financial disputes between companies.  Most of his forensic accounting career was at a “big four” accounting and consulting firm.

Prior to becoming a forensic accountant, Phil spent more than a decade at regional and smaller accounting. During those years, Phil led financial statement audits, reviews and compilations in several industries and prepared tax returns for corporations, partnerships and individuals.

For seven years Phil taught as an adjunct professor at the University Of Chicago Law School.

Ms. Kaufmann Belkhayat’s extensive experience includes advising on issuances of investment grade and high-yield indebtedness for both issuers and underwriters across many industries.

Ms. Kaufmann Belkhayat counsels numerous REIT clients and underwriters of REIT securities in a wide variety of transactions. Among others, she has advised the joint bookrunning managers in the $650 million IPO of Extended Stay America’s paired shares, as well as the subsequent debt and equity offerings by Extended Stay America and ESH Hospitality; and the co-lead managers in the high-yield notes offerings by Ryman Hotel Properties, LP and RHP Finance Corporation. She also has represented SL Green Realty Corp. in a number of financings, including offerings of senior notes, exchangeable notes and common and preferred stock, as well as debt tender offers and issuances of units for property acquisitions. She also advised Darden Restaurants in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Four Corners Property Trust and HCP, Inc. in the separation of a portion of its real estate assets into a separate, publicly traded REIT called Quality Care Properties, Inc.

Ms. Kaufmann Belkhayat advises on M&A-related matters, including in particular on private equity financings and strategic investments and financial arrangements, including preferred stock and debt instruments. Her experience in this area has included advising Permira Funds in the equity received as part of the consideration for its $3.5 billion disposition of Arysta LifeScience and its $2.8 billion sale of its portfolio company Iglo Food Holdings. She also handles acquisition financings, including for Becton Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation, as well as its post acquisition recapitalization of CareFusion’s indebtedness; and Builders FirstSource in its acquisition of ProBuild Holdings.

Ms. Kaufmann Belkhayat’s practice also focuses on representing financial institutions in connection with a variety of securities offerings, such as BlackRock, Inc. in numerous transactions, including the secondary offerings of its common stock by Bank of America, PNC and Barclays, multiple offerings senior notes and its equity exchanges with Bank of America and PNC.

Her experience with complex capital and restructurings has included Marsico Parent Company LLC and affiliates in a private placement of multiple tranches of debt and equity securities to fund the repurchase of its equity from Bank of America and subsequent restructuring transactions. She also represented iPayment Holdings, Inc. and iPayment, Inc. in the exchange of $509 million of senior notes for a combination of debt, common stock and warrants.

In addition to a wide variety of focused areas within the capital markets, Ms. Kaufmann Belkhayat also is experienced in traditional corporate financings, including both high yield and investment grade debt.

Rodin M. Hai-Jew is a partner in the Corporate Transactional Group, where he concentrates his practice on complex business transactions, including carve-out transactions, mergers, acquisitions, divestitures, leveraged buyouts of public and private companies, debt and equity restructurings, recapitalizations, private equity and venture capital investments, minority equity investments, investment exits (including sales to financial or strategic acquirers or to the public markets), executive compensation and equity incentive arrangements, and related general corporate counseling.

Rodin has represented public and private companies and private equity/venture capital funds in transactions ranging in size from several million dollars to over $1 billion dollars, both domestically and in cross-border transactions. His practice covers a wide variety of industries, including software, food and consumer products, retail, chemicals, transportation, professional services, marketing, automotive supply, manufacturing, technology and data hosting. Representative clients include public companies, a wide range of private equity funds with hundreds of millions to billions of dollars under management and their subsidiaries or portfolio companies.

Kevin Morris is a corporate partner in Kirkland’s Chicago office. He concentrates his practice principally in mergers & acquisitions and other complex business transactions, including private equity transactions, leveraged and strategic acquisitions and divestitures of public and private businesses, joint ventures, in-court and out-of-court restructurings, and recapitalizations. Kevin represents a variety of private and public corporations and private equity investors in connection with, among other things, the structuring and negotiation of merger and other acquisition agreements, investment and joint venture transactions, distressed business situations, and significant commercial arrangements. Kevin serves on the Firmwide Diversity Committee, the Chicago Associate Review, Secretarial Review, the Chicago Legal Assistant Review Committee and the Chicago Recruiting Committee.

Mr. Morris serves as the Chicago Chair of the Practising Law Institute’s annual Drafting and Negotiating Corporate Agreements seminar and is a member of the Board of Directors for the Chicago Committee.  He also serves on the Butler University Board of Trustees, where he is a member of the Advancement, Audit and Marketing Committees.

Jared leads the asset management practice for the audit group in the Bay Area.  He has over sixteen years of professional experience serving private equity, venture capital, hedge funds, financial technology companies, fund of funds, registered investment companies, registered investment advisors, business development companies, and depository institutions throughout the San Francisco Bay Area/ Silicon Valley. 

Jared helped develop Deloitte’s national audit approach for the venture capital industry.  He is also an alternative investment subject matter specialist who interacts with engagement teams throughout the country on valuation methods applied to hard-to-value financial instruments.

Jared graduated from Ohio State University with a bachelor degree in business administration majoring in both accounting and finance.  He currently holds an active CPA license, and is a member of the AICPA.

Frank Weigand is General Counsel of HSBC Securities (USA) Inc., a registered broker-dealer, as well Managing Director, Associate General Counsel and Head of Legal for the Global Markets division of HSBC’s investment bank in the Americas region. 

In his role as Head of Legal for the Global Markets division, Mr. Weigand is responsible for managing a team of attorneys providing legal guidance to numerous investment banking business lines, which include (i) trading and derivatives across a number of assets classes (Equities, Rates, Credit, FX and Precious Metals), (ii) structured products and (iii) Balance Sheet Management (Treasury).  His advice ranges from product-specific guidance to regulatory guidance relating to broker-dealer and bank regulatory law, including requirements of the Dodd Frank Act.  Mr. Weigand is also responsible for a separate team of attorneys and non-attorney negotiators who support HSBC’s negotiation of ISDA agreements and other institutional master documentation.  Mr. Weigand routinely provides advice to HSBC’s senior management in the US as well as HSBC’s Head Office in London and other stakeholders across the HSBC franchise globally.  

In his role as General Counsel of HSBC Securities (USA) Inc., Mr. Weigand has oversight with respect to the legal and regulatory matters of the firm’s US broker-dealer activities. He also serves as an Assistant Secretary of HSBC Securities and advises its board on legal and regulatory matters.

Mr. Weigand and his team regularly represent HSBC in meetings with the Fed, OCC, SEC, FINRA, CFTC and NFA, and represent HSBC on SIFMA, ISDA, ABA and IIB committees and working groups.

Mr. Weigand has had leadership roles on numerous HSBC global working groups relating to the management of legal risk.  In addition, he has a keen interest in the use of technology in enhancing the practice of law and he is focused on this space as it evolves.  Prior to joining HSBC in 2006, Mr. Weigand was an associate at Davis Polk & Wardwell in New York.  Prior to law school, he was an associate in the consulting division of Arthur Andersen LLP in New York where he work with teams assessing the viability of troubled companies and evaluating strategic alternatives by incorporating financial forecasting, modeling and operational analyses.

Mr. Weigand is licensed to practice law in New York.  He received his Juris Doctor cum laude from Fordham University School of Law, where he was a member of the Law Review, Order of the Coif and a Costantino Law Scholar.  He received his Bachelor of Science summa cum laude in Business Administration, with a concentration in Finance and a minor in German from Fordham University.

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.