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Pocket MBA Fall 2012

Author(s): Christopher J. Lallo, Philip J. Bach, Dana G. McFerran, Ewa Knapik, James J. Agar, Leslie H. Hess, Ziemowit T. Smulkowski
Practice Area: Accounting, Corporate & Securities
Published: Oct 2012
ISBN: 9781402418679
PLI Item #: 35202
CHB Spine #: B1977

Ewa Knapik is a Director in the New York Forensics Services Practice of PricewaterhouseCoopers ("PwC") and has over 20 years of professional experience.  Ms. Knapik provides specialized advisory services to attorneys and their clients and senior company management.

Ms. Knapik's area of expertise is fraud investigations, forensic accounting services, and internal controls assessments including corporate and regional policies and procedures.  Ms. Knapik has managed a variety of significant international and domestic assignments covering accounting fraud, and asset misappropriation, Foreign Corrupt Practices Act (FCPA) procedures, including risk assessments, compliance, implementation and training, gap compliance reviews, investigations, remediation, third party reviews and audits, and third party pre-acquisition due diligence.  She has addressed issues in approximately 20 countries in Europe, Asia-Pacific and South America.

Clients have included prominent U.S. based international companies in addition to major foreign companies listed on US stock exchanges and have spanned a variety of industries including:  Oil & Gas, Aerospace & Defense, Automotive, Banking & Capital Markets, Chemical, Communications, Entertainment & Media, Financial Services, Information-Telecommunication, Insurance, Real Estate, Retail & Consumer Products, Technology, Pharmaceuticals & Life Sciences, and Wholesale & Distribution.

Ms. Knapik is a Certified Public Accountant (CPA) licensed in the State of New York and is a member of the American Institute of Certified Public Accountants (AICPA).  She has an MBA Degree in Public Accounting.

Leslie Hess has been in public accounting for nineteen years and has over twelve years of transaction experience in a wide range of industries, including oilfield products and services, upstream, downstream & midstream oil & gas, construction, manufacturing, mining and wholesale and retail distribution.

Leslie has provided buy-side and sell-side due diligence to lenders, financial and strategic buyers on over 300 transactions. She has experience with carve-out, mergers, buy-out transactions including cross-border transactions.

Leslie has a BA in Biology, magna cum laude from Washington & Lee University and is a CPA - Texas Society of Certified Public Accountants.


Background and History

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

Representative Experience

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

Jim Agar, a Director in PricewaterhouseCoopers LLP's Advisory Forensic Services practice, where serves in the leadership of the firm’s national Post-M&A Disputes practice.  Mr. Agar first joined the firm in 1993; his twenty-one years of professional experience include:

  • Advising buyers and sellers engaged in purchase price adjustment disputes, particularly those related to earnout and GAAP-derived working capital calculations;
  • Assisting counsel with liability assessments and damages quantifications with respect to breach-of contract and tortious interference allegations;
  • Conducting internal investigations addressing alleged and suspected accounting irregularities and other potential fraud issues;
  • Helping targeted entities to address regulatory and criminal inquiries;
  • Working with trustees, receivers, and companies in reorganization in the pursuit of legal remedies; and
  • Performing financial statement audits of publicly-traded and privately-held companies as well as “forensic audit” (SAS 99-related) assistance, auditor malpractice defense consulting, and restatement investigations.

His clients have included numerous multi-national, national, regional, and single-office law firms and entities in such diverse industries as government, as well as publicly-traded and privately-held insurance, pharmaceuticals, energy, commercial real estate, consumer products manufacturing and distribution, and retail sales companies.

Mr. Agar is a Certified Public Accountant (CPA), licensed in Massachusetts and New York, and is a member of those states' CPA societies.  Additionally, he holds the Certified in Financial Forensics (CFF) designation from American Institute of Certified Public Accountants (AICPA), of which he is also a Forensic and Valuation Services Section member; and he is a Certified Fraud Examiner (CFE) (Association of CFEs) and a Certified Insolvency and Restructuring Advisor (CIRA) (Association of Insolvency and Restructuring Advisors [AIRA]). He is also an Associate member of the American Bar Association (ABA), and serves on its Criminal Justice Section (CJS) Northeast Regional Subcommittee and is the Co-chair of the CJS’s National Forensic & Investigative Practices Committee.

Outside the profession, Mr. Agar is a 2010 and 2011 recipient of the March of Dimes Birth Defects Foundation's National President's Award.  He is also an Eagle Scout and a council- and unit-level volunteer for the Boy Scouts of America.

He is a graduate of Fairfield University.

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.

Dana McFerran is a Managing Director in the Forensic practice for KPMG LLP. She has spent over sixteen years focusing on financial statement analysis, financial reporting and general fraud and misconduct investigations, Foreign Corruption Practices Act investigations and due diligence procedures, post-acquisition dispute arbitration matters, expert witness services, litigation support and damage claim analyses across all industries. Dana has conducted a wide variety of forensic accounting investigations in connection with management and Audit Committee investigations, DOJ, SEC and international enforcement proceedings. Many of these matters have also resulted in assisting clients enhance compliance programs and controls to mitigate bribery and corruption and general fraud risks. Dana spent two years in KPMG's Audit practice prior to joining the Forensic practice.

Professional and Industry Experience

  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on payments made to HCPs, consultants, agents, third party intermediaries for their operations in the ASPAC region
  • Led an international team that provided pre- acquisition FCPA due diligence services for an international business outsourcing company.
  • Provided neutral arbitration services for technology companies involved in a multimillion dollar purchase price dispute related to post closing working capital adjustments.  Nature of the disputed items related to accounts receivable, accrued expenses, payroll liabilities, deferred revenue and resolving issues with GAAP and in accordance with accounting policies and practices consistently applied.
  • Provided post-acquisition FCPA due diligence services for a global power and automation technologies company.
  • Conducted an anti-bribery and corruption risk assessment and provided recommendations for compliance monitoring techniques and processes for an international pharmacy benefit management company.
  • Led the reconciliation efforts and coordinated with the Corporate Trustee relative to the $20B Claims Fund and assisted in analyzing claims and other issues arising under the Oil Pollution Act of 1990 in connection with the Deepwater Horizon Incident.
  • Led an international investigation for a global medical device manufacturer. The matter involved allegations of earnings management, bribery and conflict of interest concerns in their European regions. 
  • Led an international team investigating allegations of FCPA violations for a global pharmaceutical company. The matter focused on service provider, consultant and distribution arrangements and payments for their operations in Brazil, Russia and CIS countries.
  • Assisted the Examiner in a bankruptcy investigation conducting interviews, analyzing complex trading data, determining the adequacy of disclosures made in position reports provided to the Company’s credit facility, analyzing the flow of funds in the Company’s cash management system and reviewing trading risk management policies and procedures.
  • Assisted with an investigation of a large tobacco company in alleged illegal bribes made by their management to foreign government delegations in Africa.
  • Conducted an independent investigation on behalf of the Audit Committee for a publicly traded financial services company.  The investigation resulted from allegations of a scheme that involved suspicious equipment financing loans.  Led the loan file review, electronic data preservation and collection, electronic data review and assisted counsel with interviews.
  • Investigated allege fraudulent reporting of sales for a large electronics company. Tasks included interviewing pertinent company personnel, reviewing sales transactions for a two year period, documenting sales controls and procedures, providing recommendations to the company to help mitigate future misconduct, and reporting findings to outside counsel.

Speaking Engagements

  • "How to Detect and Deter Fraud,” American Bar Association, New Partner and In-House Counsel Conference, March 2012
  • “Preventing and Detecting Fraud and Misconduct,” Pennsylvania Institute of Certified Public Accountants, Insurance Conference, November 2011
  • “Valuation Application and Methodologies,” Practising Law Institute, Pocket MBA – Finance for Lawyers, September 2011

 Function and Specialization

  • Ms. McFerran specializes in providing assistance to legal counsel in the areas of accounting investigations and fraud investigations, as well as economic and accounting aspects of litigation and arbitration.

Professional Associations

  • American Institute of Certified Public Accountants
  • Pennsylvania Institute of Certified Public Accountants
  • New Jersey Society of Certified Public Accountants
  • Finance Committee Chair and Executive Committee for the Board of Directors of the Pennsylvania Society for the Prevention of Cruelty to Animals (PSPCA)
  • English

Education, Licenses  & Certifications

  • BA from Lafayette College
  • Certified Public Accountant  (PA and NJ)
  • Certified in Financial Forensics


Ziemowit T. Smulkowski is a partner in the Tax practice at Paul Hastings LLP in the Chicago office. Mr. Smulkowski concentrates his practice in federal income tax issues related to all aspects of private equity backed investments, mergers and acquisitions, venture capital funds, real estate investments, and management compensation. He works extensively with the members of the firm’s Corporate department and its Private Equity and Mergers and Acquisitions practice groups.    

Mr. Smulkowski representative transactions include acquisitions and dispositions of businesses for both financial and strategic investors, cross-border investments, and debt and equity investments in real estate joint ventures. He has also successfully represented senior and mezzanine lenders, sellers of closely held businesses, and management teams in connection with the acquisition or disposition of their employers.

Prior to joining the firm, Mr. Smulkowski worked in the Chicago offices of a multinational law firm for over twelve years and before that Coopers and Lybrand LLP (now known as PricewaterhouseCoopers).

Professional and Community Involvement

  • Mr. Smulkowski serves on the Board of Trustees of Holy Trinity High School
  • Mr. Smulkowski is a frequent speaker on tax related matters


  • Northwestern University School of Law, J.D., 1996
  • Loyola University Chicago, B.A., 1993