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Pocket MBA Fall 2012


Speaker(s): Bradley H. McGrath, Carmen J. Lawrence, Christopher Rhodes, Dana G. McFerran, Daniel V. Dooley, Sr., CPA, Dubravka K. Tosic, Ph.D., Ewa Knapik, James J. Agar, Jeffrey L. Rothschild, John C. Grugan, Jonathan Doherty, Kenneth M. Harrell, Mark S. Radke, Michael Goodman, Peter Quies, Philip J. Antoon, Richard J. Bernard, Seymour Jones, Shaan Elbaum, Theodore J. Collins, Theodore Martens, Theron A. Taggart
Recorded on: Oct. 11, 2012
PLI Program #: 35207

Counsel

Mark S. Radke focuses his practice on defending corporations and individuals in U.S. Securities and Exchange Commission (SEC) enforcement proceedings and counseling clients on compliance and corporate governance issues.

Experience

Mr. Radke has represented public companies, audit committees and various executives in SEC investigations into financial reporting and accounting fraud, Foreign Corrupt Practices Act violations, alleged insider trading, and violations of various broker/dealer and investment advisory rules and regulations. He also has experience conducting internal investigations, and he has defended clients in state and federal criminal investigations and inquiries into securities-related matters.

Publications

"U.S. Law – The Foreign Corrupt Practices Act and Beyond," in International Corruption Law (2010)

"Does Severe Punishment Deter Financial Crimes?" (co-author) University of Charleston Law Review (Spring 2010)

Speeches and Presentations

"Current FCPA Issues in the Medical Device Industry," (co-speaker) Bloomberg BNA Webinar (Sept. 18, 2012)

"International Government Investigations, SEC Whistleblowers and Private Follow-On Actions: Playing Chess on Multiple Boards," ABA 2011 Toronto Annual Meeting (Aug. 5, 2011)

"Dodd-Frank Whistleblower Act: Significant Impact to the Role of Internal Corporate Compliance Programs," Webinar (June 10, 2011)

Previous Experience

Prior to joining Schiff Hardin, Mr. Radke was a partner in the Washington, D.C., office of a national law firm. He has also served as the chief of staff to the chairman of the SEC, and he previously served as an attorney in the SEC's Division of Enforcement.

Education

Georgetown University Law Center (LL.M., Securities Regulation, 1984)

University of Baltimore School of Law (J.D., 1982)

University of Washington (B.A., 1979)

Teaching Appointments

Adjunct Professor, Georgetown University Law Center SEC Enforcement

Practice Areas

Securities and Futures; Regulation

BAR ADMISSIONS

District of Columbia

Maryland

U.S. District Court for the District of Columbia


John C. Grugan is a partner at Ballard Spahr, LLP, where he concentrates his practice on complex commercial litigation, with an emphasis on securities litigation and corporate investigations. Mr. Grugan regularly represents companies and individuals in SEC investigations and enforcement actions, including disclosure and accounting matters and insider trading cases. He also has significant securities litigation experience and has represented numerous public companies and their officers and directors in the defense of securities class actions and derivative actions.

Mr. Grugan also has substantial experience directing internal investigations on behalf of companies, their boards of directors, or committees of those boards. His experience conducting internal investigations ranges from public matters involving claims of embezzlement and fraud to highly sensitive and confidential cases where misconduct by senior management of public companies and private institutions was alleged. Mr. Grugan is a frequent lecturer on SEC enforcement, conducting effective internal investigations, and directors' and officers' insurance in the context of government investigations.

Mr. Grugan's practice also focuses on complex civil litigation. He has represented companies of all sizes in a wide variety of matters, including False Claims Act litigation, defamation suits, and complex commercial disputes. In addition, he maintains an active insurance practice and regularly represents insurers against claims of bad-faith conduct.

Mr. Grugan is listed in Benchmark Litigation as a "future star" in litigation and since 2010 has been named a "Pennsylvania Super Lawyer" by Law & Politics and Philadelphia magazines.

Before joining Ballard Spahr, Mr. Grugan served as a trial attorney in the U.S. Department of Justice Honor Program, Civil Division. At Ballard, Mr. Grugan is the Philadelphia Hiring Partner.


Jonathan Doherty is a Principal in KPMG's Transaction Services practice in New York City. He leads teams providing financial due diligence services to leading strategic and private equity investors across a variety of industries including media and entertainment, infrastructure and industrial and consumer markets. He has advised clients on numerous domestic and cross-border transactions.

Prior to joining the New York office in 2000, Mr. Doherty launched KPMG's Transaction Services practice in Argentina. He previously worked in transaction services and audit in KPMG's Mexico City and London offices, qualifying as a Chartered Accountant in the UK in 1996.

Mr. Doherty holds a B.Sc. (First Class) in Economics and Accounting from the University of Bristol, UK.


Kenneth Harrell has extensive experience in mergers and acquisitions, restructurings, refinancings, and principal investments in a variety of industries, including broadcast and media technology, BPO, enterprise software, industrial technology, consumer products, energy, and aerospace/defense. Prior to founding Pharus Advisors, Mr. Harrell assisted in starting Conway, Del Genio, Gries & Co. LLC, a restructuring and M&A advisory firm. Previously, Mr. Harrell was a Managing Director and founding member of The Chart Group, L.P., an international merchant banking advisory and private equity firm. He began his career in Ernst & Young's M&A and restructuring advisory practice and helped build Ernst & Young's practice in Eastern Europe. Mr. Harrell graduated with a BS from The Wharton School of Business at the University of Pennsylvania and earned an M.A. in Comparative European Studies from the University of Sussex.


Seymour Jones is a clinical professor of accounting at New York University Stern School of Business. Professor Jones teaches courses in auditing, tax and legal aspects of entrepreneurism, international accounting, and forensic accounting. He is also the Associate Director of Ross Institute of Accounting Research at Stern School of Business. Professor Jones has been with NYU Stern for fifteen years. His primary research areas include audit committees, auditing, entrepreneurship, financial reporting, and fraud. Professor Jones has been principal author of numerous books and articles including Conflicts of Interest, The Coopers & Lybrand Guide to Growing Your Business, The Emerging Business, The Bankers Guide to Audit Reports and Financial Statements and The Forensic Accountant's Role in Litigation. Before joining NYU Stern, Professor Jones was senior partner at Coopers & Lybrand (PWC) where he was Partner]in]Charge of Risk Management, National Director of Business Investigation & Financial Advisory Services (Business Reorganization, Bankruptcy, Mergers & Acquisitions and Fraud Investigations) and Founder & National Director of Emerging Business Service. Professor Jones is a certified public accountant in New York State.

Professor Jones received his Bachelor of Arts in economics from City College, City University of New York. He received his Master of Business Administration from NYU Stern. Professor Jones has received the following honors: Beta Gamma Sigma at NYU, Phi Beta Kappa at CUNY and the Economics Medal at CUNY.


Shaan Elbaum is a Director in the U.S. firm in the Transaction Services Practice concentrating in financial reporting valuation. As a valuation consultant for the past five years, he has worked on numerous aspects of financial reporting valuations relating to SFAS 141 purchase price allocations, SFAS 142 impairment studies, SFAS 123R private company stock valuations, and Private Equity investments (for both debt and equity securities). These valuations are for companies located both domestically and internationally pertaining to a wide range of industries including, oil and gas, energy, technology, entertainment and media, aerospace, financial services and more. In addition he has worked on due diligence advisory projects focused on accounting and valuation issues as well as derivatives and hedging activities.

Prior to joining the valuation practice, Shaan spent five years in the audit and business advisory services side of the firm focused on the financial services industry. He has worked on numerous audits of financial institutions and mortgage banking enterprises. On the advisory services side he has assisted in numerous strategic development and operational re-engineering projects for top ten consumer finance and bank affiliated mortgage companies.

Shaan has given many presentations and training classes on various valuation related topics. Most recently he has presented industry hot topics related to Private Equity and Venture Capital valuations to both within the firm and client facing. In addition he has spoken at Mortgage Servicing Conferences during 2005, and at various mortgage companies prior, focused on asset valuation.

Shaan has an M.B.A. from Duke University’s Fuqua School of Business where he was designated a Fuqua Scholar and earned a B.S. degree in accounting from Yeshiva University. He participated in the AICPA National Banking School program at the University of Virginia, McIntire School of Commerce and is a licensed Certified Public Accountant in New York.


Theodore Collins is Litigation Counsel at Kenexa Technology, Inc., headquartered in Wayne, PA. In this role he manages Kenexa's international litigation function, represents the organization in Mergers & Acquisitions, advises on Kenexa's entire real estate portfolio. Mr. Collins also drafted Kenexa's Master Services Agreement and associated documents. Mr. Collins is a Major in the United States Army Reserve serving as a Judge Advocate, and serves on the board of the ALS Association - Greater Philadelphia Chapter.


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.


Peter Quies has been engaged in economic research and consulting since 1995. He assists clients with financial modeling and analyses of actual and anticipated performance; the calculation of economic damages; market research; and the collection, tabulation, and analysis of economic, financial, and statistical data. He also has investigated issues relating to the commercial success of patented products. His experience spans many industries including finance, real estate, entertainment, hospitality, pharmaceuticals, insurance, and manufacturing.

Outside the context of litigation, Mr. Quies is frequently asked to examine risks and rewards associated with commercial real estate acquisitions and developments. In this regard, he has created financial models, performed feasibility studies, examined institution arrangements, and assisted clients with regulatory issues. He has structured and negotiated investments, managed investor relations, overseen project acquisition and development, managed asset performance, and handled asset disposition. 

Mr. Quies received a Bachelor of Arts degree in politics, philosophy, and economics cum laude from Claremont McKenna College, where he was elected to Phi Beta Kappa. He also received a Master of Business Administration with majors in finance and real estate from The Wharton School. At Wharton, he won a John A. Mayer Scholarship and was a Shattuck Fellow.

FIELDS OF CONCENTRATION

Finance; Real Estate; Intellectual Property; Economic Valuation and Damages Calculations

EMPLOYMENT

Micronomics, 2012 - Present
   Senior Consultant
   Los Angeles, California
 
Palladian Partners, 2002 - 2006 and 2008 - 2012
   Vice President
   Los Angeles, California
  Highland Development Company, 2006 - 2008
   Director of Finance, Development Manager
   Pasadena, California


Theodore F. Martens is a Partner (Retired) /Client Service Consultant in the Forensics practice in the New York office of PricewaterhouseCoopers. His investigations experience includes working on matters involving fraud, Ponzi schemes and violations of the Foreign Corrupt Practices Act (FCPA), forensic accounting projects and other pre-trial discovery assignments. Some of Ted's experience also includes damages and lost profits calculations, fidelity bond proof of loss and other insurance claims, settlement agreements - including the Tobacco Master Settlement Agreement (MSA), breach of contract matters, franchise/dealer terminations, alleged false claims against the government, accountant's malpractice, patent and trademark infringement, and partnership and closely held corporation valuation disputes.  Ted has been deposed and testified at domestic and international arbitration hearings and at trial in both Federal and State Courts.

Ted has over thirty years of business and public accounting experience. His diversified audit experience includes such clients as American Brands, Inc. and its wholly owned subsidiary, The American Tobacco Company, MONY Financial Services, Brown Brothers Harriman & Co., TIAA/CREF and Medical Liability Mutual Insurance Company. In addition, he has performed a number of special projects including the court ordered development of policies and procedures to detect insider trading abuses at a prominent broker-dealer.

Ted has coauthored the monograph Under the Microscope: Corporate Responsibility and Securities Trading and a chapter discussing attorney and accountant liability in the Environmental Dispute Handbook. 

Ted is a Certified Public Accountant (CPA), Certified in Financial Forensics (CFF) and a Chartered Life Underwriter (CLU). He is a member of the American Institute of Certified Public Accountants (AICPA) and the New York State Society of Certified Public Accountants (NYSSCPA). Ted chairs the AICPA's Subcommittee on Relations with the Judiciary. His subcommittee activities include the presentation of various accounting and auditing topics before Federal and State Court Judges enrolled in the National Judicial College program entitled Financial Statements in the Courtroom. He obtained his BS degree from Fairfield University and his MBA degree from Fairleigh Dickinson University. 


Theron Taggart is a Director in the Washington, DC office of KPMG LLP's U.S. Advisory Services practice, where he is the Midatlantic and Southeast Leader of KPMG's Restructuring Services practice. He has spent the last twelve years delivering cash management, profit improvement, bankruptcy and restructuring services supporting the needs of a variety of stakeholders (Boards of Directors, Management, Debtors, Secured / Unsecured Creditors, Equity Investors and others) in some of the largest US and Global restructurings, insolvencies and frauds. This experience spans both KPMG LLP and another Big Four firm. 

Professional and Industry Experience
Theron has extensive experience on high-profile projects in regulated industries, supervising project teams completing assignments in the areas of cash management and cash forecasting, operational/financial restructurings, process improvements, cost-containment/reduction, asset divestitures, company consolidations, bankruptcies, fraud and misconduct investigations as well as serving as an arbitrator and an expert witness. 


Industry Focus

Marine Transportation, Retail, Furniture, Coal, Iron, Steel, Telecommunications Hardware, Trucking (LH, LTL), Market Research, Media, Publishing, Manufactured Housing, Government Contract, Real Estate, Automotive and Financial Services.  


Education, Licenses & Certifications

  • MBA, Summa cum laude, Northeastern University, Boston
  • BA, Summa cum laude, University of Maryland, College Park
  • Certified Insolvency and Restructuring Advisor


Bradley H. McGrath
KPMG, LLP, Director, Transactions & Restructuring – Accounting Advisory Services, New York City

Master of Science in Accounting, Texas A&M University
Bachelor of Science in Accounting, Texas A&M University
Licensed CPA in New York and Texas

Brad is a Director in the New York office of KPMG’s Transactions & Restructuring – Accounting Advisory Services practice. He provides technical accounting assistance to a number of audit and advisory clients, primarily in the financial services industry.  Technical areas of concentration include derivative instruments and hedging activities, consolidations, securitizations, and financial instruments.  Brad is a member of KPMG’s Financial Instrument and Derivatives Resource Team, and he has experience applying accounting principles under both US Generally Accepted Accounting Principles and International Financial Reporting Standards.

Prior to joining KPMG, Brad held a one-year appointment as a Postgraduate Technical Assistant at the Financial Accounting Standards Board (“FASB”).  During his time there, he worked on various FASB and Emerging Issues Task Force projects related to derivative instruments and hedging activities, fair value, and revenue recognition.


Carmen Lawrence is a partner in King & Spalding’s Special Matters and Government Investigations practice group.

Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.

From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region.  Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.

Before her appointment as regional director, from 1990 through 1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division.  From 1981 to 1989, she served in various staff and senior positions in the Enforcement Division.

Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in 1990. 

Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual for Securities Regulation and for Litigation: White-Collar Crime & Government Investigations.  She is consistently recognized by Legal 500 in Litigation: White-Collar Criminal Defense, and is additionally recognized in Financial Services: Litigation.  She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket’s inaugural “Enforcement 40” list of top SEC enforcement lawyers in 2013.

Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.


Chris Rhodes is a Partner in PwC's Transaction Services practice. He provides commercial structuring, valuation and accounting advice for a variety of transactions under both US GAAP and IFRS. His focus includes strategic transactions such as acquisitions, divestitures, and joint ventures, along with capital raising, capital restructuring and other financial engineering, corporate finance or risk management. In this role, Chris has advised companies across a variety of industries, serving mostly non-financial services clients.

Chris brings a commercial viewpoint to his TS role gained during his years working for Goldman Sachs and Deutsche Bank in equity capital markets structuring roles. Prior to that Chris worked for several years in PwC's Transaction Structuring and Global Capital Markets practices in both London and San Francisco focusing on capital raising and SEC compliance for foreign private issuers, business alliances, derivatives and hedging, M&A, structured financings, and share-based compensation.


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)
Languages
  • English

Education, Licenses  & Certifications

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

 


Daniel V. Dooley, Sr. is a former partner (retired) in the firm of PricewaterhouseCoopers LLP, where he was the global leader of the firm’s Securities Litigation and Investigations Consulting practice. As an audit partner, he performed examinations of companies in a wide range of industries and sectors – including: computers and electronics, energy, financial institutions,  manufacturing and products, oil and gas exploration and production, and real estate, and software. Dooley has served as  partner for the corporate investigations of – among others: Aetna US Healthcare, Ahold (Royal Ahold N.V.), Computer Associates International, DaimlerChrysler, First Republic Bancorp, McKesson HBOC, Network Associates (McAfee), Parmalat S.p.A, Phar-Mor, Sensormatic, and Xerox. He has served as an expert accountant on behalf of the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and a number of private plaintiffs and defendants; and he has been qualified as an expert witness by various federal district courts, and various federal bankruptcy courts, and in the federal court of claims. Also, Dooley has served as an arbitrator in a number of accounting-related matters. He was editor-in-chief of the PricwewaterhouseCoopers Annual Securities Litigation Study, and chairman of the editorial board and editor of the West Law Securities Litigation Reporter; and he has served as an adjunct professor at New York State University – Stony Brook, and lectured at Harvard Law School, University of Chicago Graduate School of Business, Dartmouth Tuck School of Business, and Fordham Law School. He is a Certified Public Accountant, licensed in various states including New York, Connecticut and Louisiana, and he is a member of the American Institute of Certified Public Accountants and various state societies of CPAs. Presently, Dooley consults to a number of U.S. and foreign companies on litigation-related accounting issues and matters before the Securities and Exchange Commission.


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.


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.


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.


Richard J. Bernard is a partner with Foley & Lardner LLP. His practice concentrates on corporate and financial restructuring, business solutions, bankruptcy litigation, secured transactions, corporate governance, mergers and acquisitions, and debtors’ and creditors’ rights. Mr. Bernard represents debtors, creditors, buyers, financial institutions, contract counterparties, trustees and official and ad hoc committees in large-asset bankruptcies, out-of-court workouts and adversary proceedings. Mr. Bernard’s experience spans numerous industries, including energy, aviation, retail, manufacturing, telecommunications, financial services, heavy industry, real estate and hospitality. He is a member of the firm’s Bankruptcy & Business Reorganizations Practice and Energy Industry Team.

Education
Mr. Bernard received his J.D., cum laude, from the University of Miami School of Law and his B.A. in economics from Columbia College, Columbia University.
Upon receiving his J.D., Mr. Bernard clerked for the Honorable Robert A. Mark, United States Bankruptcy Court, Southern District of Florida.

Recognition

Mr. Bernard has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system. He also serves on the board of directors for the New York chapter of the Turnaround Management Association (TMA).

Admissions

Mr. Bernard is admitted to practice in New York; Connecticut; Florida; and before the U. S. District Courts for the Eastern District of Michigan; Southern, Eastern, and Northern Districts of New York; Southern, Middle and Northern Districts of Florida; District of Connecticut and the U.S. Court of Appeals for the Sixth and Eleventh Circuits.


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.


Jeff's practice focuses on mergers and acquisitions and financial advisory work. He has advised clients regarding mergers and acquisitions, dispositions and general corporate issues, such as fiduciary duties analysis, disclosure philosophy and compliance with federal securities law. With experience representing both public and private clients, Jeff has handled transactions involving a range of industries, including health care, telecommunications, retail services, financial services and energy.

While at his prior law firm, Jeff led the financial advisory practice which was frequently ranked in the top 15 by Corporate Control Alert in terms of number of mergers and acquisitions transactions announced. Clients included the bulge bracket, the top middle market firms, as well as the premier boutique investment banks in rendering fairness, solvency and valuation opinions.

In addition to his law career, Jeff has worked as an investment banker at J.P. Morgan Chase & Co. He has also written a number of articles appearing in The Deal, Euromoney and other publications. In addition, Jeff frequently speaks on financial advisory matters in venues such as the Practicing Law Institute and American Bar Association meetings. In law school, Jeff was associate editor of the American Criminal Law Review

EDUCATION

  • Georgetown University Law Center, JD
  • Georgetown University, MBA
  • Georgetown University, BA, cum laude
ADMISSIONS
  • New York
EVENTS
  • Presenter, "Valuation Application and Methodologies," Practising Law Institute, October 2012, 2013
AFFILIATIONS
  • Director, Jewish Home LifeCare, 2004-present
PRACTICES
  • Corporate
  • Mergers and Acquisitions
  • Corporate Governance
  • Private Equity and Venture Capital
  • Cross-Border Transactions
INDUSTRIES
  • Financial Services
  • Defense and Aerospace
  • Healthcare
  • Energy
  • Private Equity

REGIONS
  • Canada
  • China and Hong Kong
  • Western and Southern Europe