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Pocket MBA Summer 2012


Speaker(s): Bradley T. Borden, Brian Doyle, Cynthia A. Nelson, Dan Berner, Daniel A. Knappenberger, Dennis J. Ventry, Jr., Doug Lane, Drew A. Buechley, Eric B. Sloan, Erik M. Moe, Jason Downing, Jennifer L. Blouin, Katharine A. Martin, Kenneth P. Herzinger, Kirsten S. Aunapu, Lewis R. Steinberg, Michael Goodman, Todd J. Rosen, William Brentani
Recorded on: Jun. 4, 2012
PLI Program #: 35140

Bradley T. Borden. Professor Borden is a professor of law at Brooklyn Law School where he teaches Federal Income Taxation, Partnership Taxation, and Taxation of Real Estate Transactions (a tax-planning course). Before entering the legal academy, he practiced law at Oppenheimer, Blend, Harrison & Tate, Inc., in San Antonio, which is now part of Strasburger & Price LLP, where he is currently of counsel. Professor Borden is a prolific author and speaker. His articles have been published (or accepted for publication) in the nation's leading tax and legal journals, including Iowa Law Review, Florida Law Review, Georgia Law Review, Virginia Tax Review, Journal of Taxation, Tax Notes, and Real Estate Taxation. Professor Borden is the author or co-author of several books, including Limited Liability Entities: A State by State Guide to LLCs, LPs, an LLPs (Wolters Kluwer Law & Business, forthcoming 2012) (with Professor Robert J. Rhee); Taxation and Business Planning for Real Estate Transactions (LexisNexis 2011); Tax-Free Like-Kind Exchanges (Civic Research Institute 2008, cumulative supplement 2011); Tax, Legal, and Financial Aspects of Real Estate Joint Ventures (Civic Research Institute, in progress). He is also the author of the forthcoming BNA portfolio on tax issues affecting real estate developers. Professor Borden is a past chair of the Sales, Exchanges & Basis Committee of the ABA Section of Taxation. He earned a B.B.A. (1995) and M.B.A. (1996) from Idaho State University and a J.D. (1999) and LL.M. in taxation (2000) from University of Florida Fredric G. Levin College of Law.


Cynthia Nelson is a senior managing director in FTI ‘s Corporate Finance practice. Ms. Nelson assists stakeholders in evaluating, developing and implementing turnaround plans and restructurings in both judicial and non-judicial circumstances. She has assisted debtors, investors, lenders and creditors’ committees in analyzing and developing plans of reorganization, analyzing financing options and market rates of interest, evaluating asset disposition and development plans to maximize value, conducting due diligence in connection with acquisition and financing, negotiating resolution of troubled credits, and providing litigation support and testimony in adversarial proceedings.

With more than 25 years of experience in the real estate industry, Ms. Nelson specializes in advising stakeholders having interests in real estate. She has extensive experience with development and operating companies including those with interests in master planned communities, resorts, retail, office, hospitality, multi-family and mixed-use properties. She has been involved in some of the largest and most notable real estate restructurings of the last several years including advising the UCC for General Growth Properties and serving as the Chapter 11 Trustee in South Edge, LLC.

Prior to its acquisition by FTI, Ms. Nelson was a Partner at PricewaterhouseCoopers in its Business Recovery Services practice. Before that, she was a Senior Associate in Investment Services at Jones Lang Wootton USA, an Associate at Laventhol & Horwath in its Real Estate Advisory Services practice and a Development Assistant at Valencia Company/Newhall Land & Farming.

Ms. Nelson is a frequent speaker at conferences and seminars. She was a panelist at the ABI 2010 Winter Leadership conference and at the 2010 California Bankruptcy Forum discussing real estate restructurings. She has published articles in Daily Bankruptcy Review, Turnaround Management, CPA Expert, ABI Journal, Socioeconomic Planning Sciences, Location and Stigma, and Urban Land.

Ms. Nelson currently serves as Past President of the Los Angeles Bankruptcy Forum. She is a member of the Association of Insolvency and Restructuring Advisors, American Bankruptcy Institute, the International Council of Shopping Centers and Turnaround Management Association. She served as Vice Director for the Los Angeles Section American Planning Association and as chairperson for the California Hospital Medical Center Trustee Associates. Ms. Nelson is a Fellow of the American College of Bankruptcy.

Ms. Nelson holds an M.B.A. and a Master of Planning from the University of Southern California, a B.S. in Urban Planning from California State Polytechnic University, and is a Certified Insolvency and Restructuring Advisor (CIRA).


Erik Moe is a director in our Financial Accounting & Reporting Services market offering with more than 16 years of audit and advisory experience serving large multinational clients.

His experience includes assisting clients with financial accounting and reporting matters, SEC reporting requirements, IFRS assessments, U.S. GAAP convergence considerations, and technical accounting matters. 

Erik’s background includes six years as an M&A professional where he helped lead global M&A projects for our largest private equity clients.

He has actively led cross-functional IFRS assessment engagements, is a frequent speaker on IFRS and convergence related topics, and assists in the development of our IFRS and convergence solutions to assist clients effectively and efficiently handle many common implementation challenges.


Brian D. Doyle

Mr. Doyle is a Director at Hellman & Friedman LLC, a private equity investment firm. He is responsible for advising on accounting and tax matters related to the firm's prospective investments, portfolio companies, and dispositions.

Prior to joining Hellman & Friedman in 2007, Mr. Doyle was a partner with Deloitte Tax LLP where he specialized in advising private equity firms on their acquisitions, dispositions, and restructurings.

Mr. Doyle graduated with honors from Baylor University and earned a Masters of Taxation from Baylor Business School.


Dan Berner is an audit partner in the Dallas, Texas practice of Deloitte & Touche LLP. Dan has 22 years of experience serving large, complex clients in the retail, consumer and industrial products industries. Dan has served some of Deloitte's largest U.S. clients. He has significant experience in SEC matters, having handled all matters of initial and follow-on registration statements, acquisitions and divestures and period filings.

Dan seves on the board of Downtown Dallas and is an member of the Alexis de Tocqueville Society within the United Way of Metropolitan Dallas. He additionally has served on the Univerisity of Missourit-Columbia School of Accountancy Advisory Board. Dan is a certified public accountant and received his accounting degree from the University of Missouri-Columbia and his MBA from Washington University in St. Louis.


Dennis J. Ventry, Jr. is a professor at UC Davis School of Law where he teaches Federal Income Tax, Tax Policy, and Legal Ethics in Corporate Practice. His research interests include taxation, tax policy, legal ethics and professional responsibility, tax administration and compliance, tax practice and procedure, and U.S. economic and legal. His most recent published work (within the last four years) examines the attorney-client and work product privileges in the context of tax practice; evolving standards of care for tax practitioners (with special emphasis on federal regulation of tax and securities lawyers); the economic substance doctrine; tax-filing reforms; the development and effect of housing tax policies in the United States and their influence on economic prosperity and crisis; the federal tax treatment of married and unmarried families; and the federal tax whistleblower law. Professor Ventry's research has been published in prominent academic and practitioner journals, including the AMERICAN UNIVERSITY LAW REVIEW, CONNECTICUT LAW REVIEW, INDIANA LAW JOURNAL, LAW & CONTEMPORARY PROBLEMS, NATIONAL TAX JOURNAL, TAX LAWYER, TAX NOTES, and UNIVERSITY OF BRITISH COLUMBIA LAW REVIEW. In addition, his research has been cited by federal courts, and relied on in brief by the U.S. Department of Justice. Professor Ventry earned a J.D. from NYU School of Law (2004), a Ph.D. in U.S. economic and legal history from UC Santa Barbara (2001), and a B.A. in history with a specialization in business administration from UCLA (1993).


Drew Buechley has extensive M&A, financing and operational experience in directing companies through highly transitional situations. Mr. Buechley focused on clean technology, BPO, software, and traditional industries. Prior to founding Pharus, he worked with Kohlberg and Company, LLC in varying capacities including consultative, portfolio companies' executive, and investment analyses. Mr. Buechley has worked in a variety of industries, including software, retail, and manufacturing sectors, and most recently he served as Interim CFO for Color Spot Nurseries, Inc. Previously, Mr. Buechley was a general management consultant for the Lucas Group where he managed and executed buy-side advisory, economic viability, and operational improvement engagements.

Mr. Buechley began his career at Arthur Andersen as a CPA. He earned a B.B.A. from Southern Methodist University.


Jason Downing serves as managing partner of Deloitte's North Texas, Arkansas and Oklahoma practice. Prior to this role, he served as the managing director for Deloitte Consulting in Dallas. In addition, has served as the regional service area leader for Deloitte Consulting's Strategy & Operations practice and led the Integrated Performance Management service offering within the U.S. Jason began his career in Deloitte's audit practice in 1992. In 1996, he was offered an opportunity to help grow the firm's Finance Transformation consulting practice.  He has gained a wide range of experiences serving some of Deloitte's largest global Finance Transformation clients and continues to do so today. Jason is a certified public accountant and a certified management consultant.

 


Michael Goodman, Founder and Senior Managing Director, New York

Mr. Goodman's experience includes significant operational experience in technology companies, M&A and deal-making from a corporate perspective, business development in the technology area and international strategic planning for Fortune 500 companies. He has particular expertise in enterprise software, BPO, IT Services, as well as consumer products. Prior to founding Pharus, Mr. Goodman was Vice President and General Manager of govWorks, Inc. where he was responsible for the company's consumer division and online business. Before govWorks, Mr. Goodman was Director of Corporate Development for Revlon, leading the company's acquisitions and divestitures. Prior to Revlon, Mr. Goodman was in the Corporate Development group at R.R. Donnelley & Sons, served in the National Economic Council at the White House and was a management consultant for William Kent International, a boutique consulting firm.

Mr. Goodman graduated with a BS in Economics, cum laude, from The Wharton School of Business at the University of Pennsylvania and earned an MBA, with honors, from the University of Chicago Graduate School of Business.


Doug Lane is a Managing Director at GLC Advisors & Co. GLC is a leading independent restructuring advisory firm delivering objective, senior-level advice with a capital markets perspective to debtors, creditors and other stakeholders of financially distressed companies.

Doug previously worked as a Managing Director in UBS's Restructuring and Leveraged Finance Groups based in San Francisco. While at UBS, Mr. Lane worked on a wide variety of recapitalizations, reorganizations, distressed buy-side and sell-side engagements and new financings. 

Mr. Lane's transactions have included in- and out-of-court solutions for U.S., Canadian and Mexican companies as well as several large, cross-border M&A financings for U.S., European, Indian, Brazilian and Russian enterprises.

From 1997 to 2001 Mr. Lane worked in the Restructuring Group at DLJ and prior to that he was a commercial litigator at Dickinson Wright LLC in Detroit, MI.

Mr. Lane holds an MBA from the Stanford Graduate School of Business, a JD (Order of the Coif) from Washington University and a BA from Northwestern University.


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.


Kirsten S. Aunapu has over 17 years of experience in public accounting and is currently a partner in the National Office Accounting Consultation Group at Deloitte & Touche LLP in San Francisco, California. Kirsten's technical accounting expertise is primarily focused in the areas of business combinations, consolidations, and lease and real estate accounting; as a National Office partner, Kirsten is consulted by Deloitte's partners and professionals to address complex accounting issues. 

Prior to joining the National Office Accounting Consultation Group, Kirsten was a partner in the Special Acquisition Services Group in San Francisco, where she served one of the firm's largest private equity clients. In addition to providing structuring, accounting and financial due diligence and other transaction related services, Kirsten provided technical accounting support to the client service partners and professionals serving her client's portfolio companies.

Kirsten began her career performing audit services in the Costa Mesa, California office of Deloitte & Touche LLP. Kirsten received a Bachelor of Science degree, with honors, in Business Administration with concentrations in Finance and International Business from California Polytechnic State University - San Luis Obispo in San Luis Obispo, California.  She is a Certified Public Accountant in the state of California, a member of the American Institute of Certified Public Accountants, a member of the California Society of CPAs, and a member of the Finance and Accounting Committee for "LEAP…imagination in learning," a not-for-profit organization in San Francisco with a mission to stimulate imagination and creativity in Bay Area children by bringing visual and performing artists and architects into the classroom for extended residencies.


Lewis R. Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of Bank of America Merrill Lynch.  Lew joined BAML in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.  Lew is  also a Member of the Board of LEAP.


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.


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


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.


Dan is the national sector leader of the Deloitte Financial Advisory Services LLP (“FAS”) technology practice and a principal with Deloitte Transactions & Business Analytics LLP (“DTBA”). Dan is also the Deloitte FAS Silicon Valley market leader. He has more than eighteen years of experience providing valuations in support of financial statement reporting, tax planning, M&A, and other strategic matters.  He has managed and performed a variety of business advisory and valuation related projects to both domestic and global clients in a variety of industries.  He has particular expertise in the valuation of business and equity interests as well as intellectual property including: technology, patents, software, research and development, brands and trade names, as well as customer relationships. Mr. Knappenberger has lectured and taught corporate finance and valuation theory at the graduate and undergraduate levels at various universities.  He has also written and spoken throughout the United States on various valuation topics.

Experience

  • Mr. Knappenberger has performed several hundred valuations for U.S. GAAP including ASC 350, ASC 360, ASC 805, and ASC 820.
  • Has worked with many of Deloitte’s PEI and venture funds in NY, Boston, and San Jose to develop equity valuation and allocation models.
  • Has led integrated multidisciplinary valuation assignments which included fixed asset, real property, and intangible asset components.
  • Worked on domestic and global valuation assignments that included complex tax and financial statement reporting issues.
  • Worked as a strategic advisor to his clients on buy-side and sell-side M&A issues.
  • Deloitte Transactions and Business Analytics LLP San Jose and Silicon Valley Market Leader.
  • National leader of Deloitte’s United States technology industry valuation practice.

Professional Affiliations

  • CFA Institute, Chartered Financial Analyst® (CFA) charterholder
  • American Society of Appraisers, Accredited Senior Appraiser (ASA)

Education

  • University of Notre Dame: B.A.
  • University of San Francisco: M.B.A.


Eric Sloan is a partner in the New York and Washington D.C. offices of Gibson, Dunn & Crutcher and a member of the Firm’s Tax Practice Group.  With nearly 30 years of broad transactional and structuring experience, Mr. Sloan is a recognized expert in partnership taxation, private equity, and "UP-C" IPOs.  

Mr. Sloan is a Fellow of the American College of Tax Counsel.  He currently serves Vice Chair, Government Relations, of the American Bar Association Section of Taxation and is a past Chair of the tax section’s Committee on Partnerships and LLCs.  He is also a member of the Executive Committee of the New York State Bar Association Tax Section and a past Co-Chair of that tax section’s Committee on Partnerships.  

He is also Conference Co-Chair of Practising Law Institute's Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on planning committees for The University of Chicago Federal Tax Conference, the NYU Institute on Tax Institute, USC’s Gould School of Law’s Tax Institute, the Texas Federal Tax Institute, and Bloomberg BNA's Pass-Through Entities Advisory Board.  In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania and Harvard Law School.   

Mr. Sloan received his Juris Doctor from the University of Chicago and his LL.M. with distinction in taxation from Georgetown University Law Center.  

 


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.