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Pocket MBA 2018: Finance for Lawyers and Other Professionals


Speaker(s): Anna T. Pinedo, Bruce M. Buchanan, Daniel L. Stein, Evan P. Schiffman, Frank J. Weigand, Howard M. Berkower, Ilene K. Froom, Jenna O'Brien, John Cristiano, Kevin Haggard, Lewis Tesser, Lorin L. Reisner, Mary J. Grendell, Michael Wirgin, Michelle Garcia, Ozgur B. Kan, Peter L. Zanolin, Philip J. Antoon, Rick Antonoff, Subadra Rajappa
Recorded on: Nov. 19, 2018
PLI Program #: 219483

Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


Bruce Buchanan has over 25 years of restructuring, strategic corporate finance and debt capital advisory experience across a broad spectrum of industries, products and markets. His experience includes advising and assisting companies, private equity sponsors and other stakeholders in all phases of crisis management and restructuring, evaluating strategic alternatives and effectuating a wide array of value maximizing initiatives. He has advised on complex debt restructurings in both a public and private company context and has arranged over $30 billion in distressed and special situations capital commitments.

Prior to joining Oppenheimer, Mr. Buchanan was Head of PwC’s Debt Capital Advisory practice. His prior experience also includes Head of Restructuring and Strategic Finance Originations at Morgan Stanley and GE Capital, and Head of Strategic Finance and Global Restructuring team leader at RBS Securities. Mr. Buchanan has significant experience in restructuring and strategic planning, including the preparation of business plans, evaluation of cash flow and working capital management, and implementation of liquidity enhancement and cost transformation initiatives. Over the course of his career his responsibilities have included evaluating the full spectrum of strategic alternatives, advising on all phases of business planning and restructuring, capital raising and recapitalization solutions, including covenant relief, amend and extend negotiations, and liability management or distressed exchange transactions.

Mr. Buchanan has worked with clients across multiple industries, including consumer & retail, healthcare, power & energy, oil & gas services, steel, natural resources, chemicals and general industrial manufacturing, transportation, including shipping, rail, trucking and airlines, technology, telecommunications and media, real estate and business and financial services.

Mr. Buchanan is a Certified Public Accountant, holds an M.B.A. in Finance from New York University, and FINRA Series 24 (Principal) securities license. He is a Certified Insolvency Restructuring Advisor, member of the American Bankruptcy Institute and a frequent speaker at various corporate finance and restructuring conferences, including the iGlobal Forum, Turnaround Management Association and VALCON Conferences.  He was awarded the 2017 Gold Medal from the Association of Insolvency & Restructuring Advisors and was listed among “People to Watch” by the Turnarounds and Workouts publication.


Dan Stein is a partner in Mayer Brown's New York office. He leads the firm’s global Regulatory & Investigations group and is a co-leader of the White Collar Defense & Compliance group. 

Dan focuses his practice on representing and counseling financial services firms. He has extensive experience in regulatory enforcement, government and internal investigations, white collar criminal defense and complex civil litigation. He counsels corporate and individual clients in a range of complex issues, including US Securities Exchange Commission and Financial Industry Regulatory Authority investigations and enforcement actions.

Prior to joining Mayer Brown, Dan was Chief of the Criminal Division for the United States Attorney’s Office for the Southern District of New York (SDNY). He assumed that position in July 2015, after serving as Chief Counsel to the US Attorney since July 2014.  Dan's decade-long career with the US Attorney’s Office in New York included two terms of duty. He first joined in 2003, where, as an assistant US attorney, he investigated and prosecuted cases involving a wide range of federal crimes, including those involving companies in the financial services industry. In this role, he represented the United States in several significant criminal public corruption cases. From 2009 to 2011, he served as chief of the office’s Public Corruption Unit, where he was the principal trial counsel in more than a dozen criminal trials and argued numerous appeals in the US Court of Appeals for the Second Circuit.  In 2014, Dan rejoined the US Attorney’s office, serving as chief counsel to the US attorney before stepping into his most recent role, where he oversaw all of the SDNY's criminal prosecutions and investigations.

Between stints in the SDNY, Dan spent several years in private practice, where he handled criminal and regulatory matters for a number of major financial institutions and other clients.

Earlier in his career, Dan clerked for the Honorable Leonard B. Sand of the United States District Court for the Southern District of New York. He earned a JD from Yale Law School and graduated Phi Beta Kappa from Columbia University.


Evan P. Schiffman is a Director in PwC’s Forensic Services practice in New York.  He has over 19 years experience performing forensic accounting and fraud investigations, anti-corruption and risk assessments and providing litigation support to his clients.  He has worked on matters involving the misappropriation of assets, corporate and regulatory investigations, analysis of trade losses and fraud investigations and has experience performing the forensic investigation of registered securities broker-dealers, placed in liquidation under the Securities Investor Protection Act.  He has assisted his clients respond to investigations involving the Securities and Exchange Commission, FINRA, the U.S. Department of Justice, U.S. Attorneys’ Offices and other self-regulatory organizations.  He specializes in the financial services industry and has worked with banks, private equity and hedge funds, securities broker-dealers and investment management companies.


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 provides legal guidance on a broad range of legal and regulatory matters relating to the firm’s US broker-dealer activities. He also serves as an Assistant Secretary of HSBC Securities. .

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.

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. 


Ilene K. Froom is a partner in the Financial Industry Group in the New York office of Reed Smith LLP. She advises on, negotiates, and structures derivatives transactions and related documentation. She represents both buyside and sellside clients and works on onshore and offshore equity derivatives transactions, including total return swaps, hedging and monetization strategies, such as collars, collar/loans, and prepaid variable forwards, volatility and variance swaps, dividend swaps, correlation, and dispersion trades; access products; and customized transactions. She also has an extensive background in fixed income and foreign exchange transactions, including repos, swaps, cross-currency swaps, swaptions, straddles, caps, floors, collars, range accruals, deliverable and non-deliverable FX options and forwards, knock-out and knock-in trades, barrier trades and customized transactions. Ilene works on global equity swap MCAs, equity option MCAs, long form Confirmations, ISDA Master Agreements, including CSAs that reflect VM and IM margin regulations, prime brokerage agreements, MRAs, GMRAs, MSFTAs, security control agreements, and other trading agreements. Ilene also drafted three Protocols for the International Swaps and Derivatives Association (ISDA): the ISDA 2013 Discontinued Rates Maturities Protocol, the ISDA 2014 Collateral Agreement Negative Interest Protocol and the ISDA 2017 OTC Equity Derivatives T+2 Settlement Cycle Protocol.

Prior to joining Reed Smith, Ilene worked at Jones Day and was also in house at JPMorgan Chase Bank.

Ilene is extremely knowledgeable about ISDA documentation and is active in ISDA working groups and committees. She participated heavily in the ISDA working groups that developed the 2002 ISDA Equity Derivatives Definitions and the 2011 ISDA Equity Derivatives Definitions.

A graduate of New York University Law School, Ilene was a former chairperson of the New York State Bar Association's Derivatives and Structured Products Committee. She is on the Board of Women in Derivatives and is a member of the New York City Bar Association‘s Committee on Futures and Derivatives.

Education

  • New York University School of Law, J.D.
  • Brandeis University, B.A.


Jenna O’Brien, CPA, CFE, CAMS, CIRA, is a Director within Duff & Phelps' Disputes and Investigations practice in New York. Jenna has ten years of experience in the financial services industry with six years focused on forensic accounting matters. Jenna routinely works on various high profile engagements, which include asset tracing analyses, internal investigations, complex securities litigations, financial reporting fraud and the application of Generally Accepted Accounting Principles and Generally Accepted Auditing Standards, auditor negligence claims, accounting reconstruction, and preference and clawback claims. Jenna also works as a financial advisor in U.S. Bankruptcy and assisting companies with complex accounting matters and financial statement restatements. Jenna has led substantial international projects in the U.S., Europe, and the Caribbean.   

Jenna joined Duff & Phelps with the acquisition of Kinetic Partners where she was an associate on the Forensic & Dispute Services team. Prior to joining Kinetic Partners, Jenna worked at PricewaterhouseCoopers (PwC) as an auditor in the Asset Management Group. At PwC, Jenna worked on various fund types including mutual funds, registered investment companies and hedge funds.

Jenna received a B.A. in accounting from The University of Scranton. She is a Certified Public Accountant, Certified Fraud Examiners, Certified Anti-Money Laundering Specialists, and a Certified Insolvency & Restructuring Advisor. She is an active member of several professional and community organizations, such as the International Women's Insolvency & Restructuring Confederation, American Institute of Certified Public Accountants, the Association of Certified Fraud Examiners, Association of Certified Anti-Money Laundering Specialists and the Association of Insolvency & Restructuring Advisors.

Speaking Engagements:

  • Panel Speaker at the National Association of Women Lawyers 11th Annual General Counsel Institute November 2015 – discussing red flags in financial reporting and what GC’s need to know.
  • Financial Statements and Red Flags: What Lawyers need to know – discussing red flags in real case studies. This is an accredited CLE program presented in 2014 through 2017.
  • Understanding the Numbers: Accounting Fundamentals and Financial Concepts for Lawyers - This program is specifically designed for attorneys who want to acquire a nuts and bolts understanding of financial statements and the components that are used to create them. This is an accredited CLE program presented in 2017 and 2018.


John Cristiano is a Partner with Grant Thornton’s Transaction Advisory Services. He is a highly skilled senior financial executive and team leader with over 20 years of experience analyzing companies and industries and delivering value-added, actionable advice to clients to help them make more informed business decisions. Cristiano has completed over 200 M&A due diligence engagements exceeding $20 billion in transaction value for private equity and strategic corporate clients across a spectrum of industries, including financial services, technology/media, manufacturing, retail, and aerospace and defense. He has extensive experience in mergers, acquisitions, and divestitures including buy- and sell-side due diligence, performance analysis and improvement, forecasting and modeling, integration/separation, and enterprise valuation.

Before joining Grant Thornton, Cristiano was a managing director of corporate finance with FTI Consulting. Earlier, he was an equity analyst with UBS Investment Bank, Robertson Stephens and Prudential Securities. He began his career at Ernst & Young. 

Industries

  • Financial services
  • Manufacturing
  • Technology
  • Aerospace and defense
  • Retail

Service experience

  • Advisory
  • Transaction advisory

Professional qualifications and memberships

CPA — New York


Kevin Haggard is a Managing Director of Miller Buckfire. Mr. Haggard’s experience includes advising clients on restructuring, M&A and financing transactions. Notable assignments include representing the City of Detroit, Lehman Brothers Inc. Estate, Mashantucket Pequot Tribal Nation (Foxwoods), MF Global Estate, Black Diamond Mining, Crunch Fitness, Dana Corporation, Dana Credit Corporation, Exide Technologies, Meridian Technologies, Pegasus Broadcast Television, Pegasus Satellite Communications, PlayPower and Port Townsend Paper. Mr. Haggard has also advised creditors in the restructurings of Global Aviation, Hilex Poly and Station Casinos. Mr. Haggard was formerly a manager in the Restructuring and Turnaround group of Huron Consulting Group, which he joined in 2002. Prior to joining Huron Consulting Group, he was a manager in the Corporate Recovery Services group of Arthur Andersen. His experience while in those two roles includes representing American Commercial Lines, Edison Brothers Stores, Filene’s Basement, Global Crossing, Lenox Healthcare and the secured creditors of Denali Incorporated. Mr. Haggard is a C.P.A. and a C.I.R.A. (Certified Insolvency and Restructuring Advisor). Mr. Haggard received an M.B.A. from The Wharton School of the University of Pennsylvania and a B.B.A. from the University of Notre Dame.


Lewis Tesser is a senior partner in the New York law firm off Tesser, Ryan and Rochman, LLP, concentrating his business law practice in representing lawyers and law firms, and other professionals—their agreements, mergers, dissolutions, professional responsibility and defending lawyers at the Grievance Committees.

He is the past President of the New York County Lawyers’ Association, and Founding Director of NYCLA’s Ethics Institute. Lew is the former Chair of the General Practice Section of the New York State Bar Association and the current co-chair of State Bar’s Dispute Resolution Section Ethics Committee.  He is an ABA Fellow and the Editor-in-Chief of the treatise, “The New York Rules of Professional Responsibility”, published by Oxford University Press. 

Lew is the Chair of the Part 137 Joint Committee on Fee Disputes & Conciliation.  Attorney-Client Dispute.   He is the recipient of the 2017 Jack Newton Lerner Award for Excellence in presentations of Continuing Legal Education.  He is consistently selected to the New York Super Lawyer List.

Prior to private practice, Lew was an Assistant United States Attorney in the Eastern District of New York. He also served as a Judge Advocate in the United States Army. 

Lew is an Honors graduate from the National Law Center, George Washington University, a Masters graduate from the Wharton Graduate School, University of Pennsylvania and a graduate of the Harvard Law School Program of Instruction for Lawyers.


Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.

From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.

From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.

Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.


Mary J. Grendell is the Senior Counsel, Global Business Development at Mylan N.V., a global pharmaceutical company.  Mary is the legal lead on global business development matters, including mergers and acquisitions, licensing and collaborations, venture investing and various commercial agreements.  Prior to her role at Mylan, Mary was in the Transactions Legal Group at Amgen and the counsel to Amgen Ventures, and a corporate attorney at Sullivan & Cromwell LLP and Covington & Burling LLP.  Mary is a graduate of the University of Pennsylvania Law School and Yale University.


Michael K. Wirgin is Vice President, Senior Legal Counsel, at HSBC Securities (USA) Inc. Mr. Wirgin joined HSBC in 2012 and provides legal coverage to the Fixed Income, Equities and Foreign Exchange businesses in New York. Before joining HSBC, Mr. Wirgin was an associate at Sidley Austin LLP in New York where he handled a wide variety of fixed income derivative matters.

Mr. Wirgin holds a BA from the University of Wisconsin-Madison, a JD from Rutgers University School of Law and is a member of the New York and New Jersey Bars.


Ozgur Kan leads BRG’s Credit Risk Analytics practice and is part of the Financial Services and Securities practices. As part of his credit-related projects, he works with the firm's clients on credit analysis and assessments, credit ratings, credit modeling and validation, bond ratings advisory, underwriting due diligence, loan and lease underwriting, deal review, credit model governance, regulatory preparedness, risk compliance, and economic and regulatory capital.

Dr. Kan’s experience in expert witness/expert opinion services covers disputes and analysis of credit analysis, assessments, credit ratings and credit risk rating parameters, securities class action lawsuits, assignment of bond ratings across different industries, underwriting of loans and leases, due diligence issues, deal review, and analysis of creditors' rights.

Dr. Kan’s advisory work in the credit area includes bond rating advisory, credit rating improvement, and assignment of credit assessments to sovereign and public finance-municipal entities, commercial and industrial companies, financial institutions, banks, broker dealers, asset-backed and structured securitizations. He performs credit rating analysis and provides structuring/restructuring and bond rating advice on asset-backed securitizations, leveraged buy outs, distressed exchanges, turnarounds, and bankruptcies. Dr. Kan also focuses on the valuation of mostly credit instruments, bonds, structured deals, workout assessments for reporting, portfolio management, and capital purposes. 

Dr. Kan previously led the Credit Methodology function in GE Capital, Americas, based in Norwalk, Connecticut. He spearheaded the use of ratings and credit methodologies in underwriting, risk-lending, and origination of loan and lease transactions. He regularly participated in transactional deal teams for the origination of asset-backed loans, cash-flow loans and sponsor finance, LBO transactions and equipment leases and also trained underwriters, loan portfolio managers, internal loan/deal review, and internal audit teams. He worked on stress-testing of the credit portfolio and portfolio analytics activities.

Dr. Kan was also previously a director in the Consulting Services group of Moody’s Analytics, where he led advisory engagements with clients mostly throughout North America and South America on credit ratings, development of internal credit risk rating models and methodologies, credit assessments, recoveries, valuation of credit instruments, credit risk analytics, and corporate portfolio stress-testing across all industries. Dr. Kan also previously worked in the valuation, securities and financial services practices of Law and Economics Consulting Group (LECG) and Marshall and Stevens, and as an academic taught MBA and undergraduate courses in finance at two universities.


Rick Antonoff is a Partner in the Bankruptcy and Restructuring Department at Blank Rome LLP.  Rick has more than 25 years experience representing global banks and other financial institutions, investment funds, landlords, technology licensors, trade creditors and other parties in bankruptcy proceedings, out-of-court restructuring and related financing, M&A transactions and commercial litigation.  His clients are secured and unsecured creditors, strategic and financial buyers of distressed companies, lenders, foreign receivers in cross-border bankruptcy cases and defendants in preference and fraudulent transfer cases and mediations.

Rick is a member of the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association and Co-Chair of the Puerto Rico Task Force of the New York City Bar Association. He earned his law degree with honors from Cardozo Law School where he was a Law Review Editor.


Subadra Rajappa joined Société Générale in October 2014 as Head of US Rates Strategy. In her current role she is responsible for publishing thematic research on US rates markets and highlighting relevant trading opportunities. She is a frequent speaker at internal and industry conferences where she presents her broader market views to the firm’s clients. She currently represents SG at the alternative reference rate committee (ARRC) and is actively involved in discussions with industry groups around transitioning to the new reference rate.

Subadra has over 20 years of experience in the financial industry. Previous at Morgan Stanley, she was a senior rates strategist focused on macro themes in the rates markets. She was the lead strategist covering many topics and presenting in-depth research in fixed-income derivatives, inflation, money markets and the evolving regulatory environment.

Subadra has extensive experience in global fixed-income markets including positions in research, sales and strategy at Morgan Stanley and Citigroup. She has a strong quantitative background and started her career in finance at Salomon Brothers as a quantitative analyst where she focused on emerging market derivatives and credit derivatives before transitioning to rates.


A trusted corporate advisor to businesses of all types and sizes, including start-ups and seasoned companies, Mr. Berkower builds long-term client relationships by first listening to clients to understand their goals and then delivering creative, yet practical advice and solutions in a cost efficient manner. Drawing on his extensive business experience as a certified public accountant before having attended law school, Mr.

Berkower makes his clients’ goals his top priority, and specifically tailors a desired result for each individual client, including private companies, public companies, private equity funds, buyout funds, venture capital funds, hedge funds, mezzanine funds, public and private companies, financial institutions and institutional investors.

Mr. Berkower provides his clients with a full range of corporate transactional legal services from the initial planning stages, negotiation and drafting of the legal documents to deal conclusion keyed to the organization’s strategic and financial goals.  He structures, negotiates, executes and implements private equity and venture capital investments, merger and acquisitions, capital raising activities including public offerings and private placements, fund formation and loan and debt financings.

Well-versed in the necessarily concomitant areas of corporate governance and securities regulations, Mr. Berkower assists public companies, executive officers, and hedge funds in complying with ongoing periodic reporting obligations under the federal securities laws.  He also advises boards of directors, board committees and senior management regarding corporate governance, fiduciary duty obligations and securities matters.


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.


Michelle Garcia served as Senior Vice President, Corporate Legal at Coty Inc., a global leader in beauty. In her role, Michelle wasresponsible for all corporate legal matters, including corporate governance, capital markets and securities, executive compensation and mergers and acquisitions. Prior to her role at Coty, Michelle was General Counsel of Yext, Inc., a software company, and a corporate attorney at Covington & Burling, LLP. Michelle is a graduate of Yale Law School and Duke 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.