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Pocket MBA Summer 2014: Finance for Lawyers and Other Professionals


Speaker(s): Adam Reilly, Arash Farin, Barbara A. Carbone, Catherine E. Moreno, Daniel A. Knappenberger, Daniel P. Prager, Daniel V. Dooley, Sr., CPA, David B. Shemano, Derek H. Wilson, Dubravka K. Tosic, Ph.D., Edward Kennedy, Eric B. Sloan, Jackie Liu, Jared Thear, Jeremy M. Weitz, Julie A. Divola, Katharine A. Martin, Lewis R. Steinberg, Matthew Tolve, Raj Tanden, Richard Puntillo, Sally Ann Flood, Torben Voetmann, Ph.D., William M. Kelly
Recorded on: May. 5, 2014
PLI Program #: 51762

Adam Reilly is a Partner with Deloitte’s M&A Transaction Services practice, based in San Francisco. Adam has over seventeen years of experience with Deloitte and eleven years as a dedicated transaction services specialist. He has worked on more than 70 closed and potential transactions including multi-billion dollar leveraged buyouts, growth acquisitions, strategic mergers and complex carve-out transactions. Adam specializes in providing strategic advice to financial and strategic buyers on the due diligence, deal structuring and financial reporting aspects of their transactions. He has worked on all stages of transaction execution, from diligence through complex integration and divestiture activities.

Prior to specializing in M&A transactions, Adam worked in Deloitte’s audit practices in Los Angeles, Bermuda and San Francisco.

 In 2012 Adam was selected by M&A Advisor to receive a 40 Under 40 West M&A Advisor Recognition Award, which recognizes the top M&A Advisors under the age of 40 for the west region.

Adam received his bachelors in Business Economics with High Honors from University of California, Santa Barbara and is a Certified Public Accountant.

Adam and his wife Valerie live in San Francisco. Valerie is a freelance writer and video content contributor for various online and print publications.


Catherine Moreno is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati. Catherine specializes in securities litigation and counseling, including the defense of companies and their directors and officers in class actions, derivative lawsuits, and M&A litigation. She also is experienced with internal investigations and in defending companies and individuals in SEC enforcement proceedings involving allegations of insider trading, securities fraud, and reporting violations. In addition, Catherine is experienced in a variety of commercial litigation matters and is a frequent speaker and lecturer on issues of securities fraud, accounting misstatements, and insider trading.

Catherine maintains an active pro bono practice and has been honored for her work on civil rights impact litigation.


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.


Jeremy Weitz is a Shareholder and Co-Chair of the Firm's Corporate Practice Group. Mr.  Weitz's expertise covers mergers and acquisitions, private equity, publicly and privately traded securities, corporate maintenance and formation, corporate finance, and licensing. He represents clients in a variety of industries, including apparel, retail, beauty, food, entertainment, computer software, e-commerce, aerospace and defense, manufacturing, and investment banking that range in size from small start-ups to multi-billion dollar publicly traded corporations. Mr. Weitz routinely serves as outside general counsel for his corporate clients.

Mr. Weitz represents both buyers and sellers in merger and acquisition transactions. Mr. Weitz’s mergers and acquisitions practice is focused on the middle market with transaction values ranging between $10 million up to $3 billion.

Mr. Weitz routinely lectures on mergers and acquisitions and the apparel industry.

Mr. Weitz is also Co-Chair of the Firm’s Consumer Products Industry Group which specializes in the representation of apparel, beauty, food, fitness, retail, direct to consumer, consumer electronics, automotive, and other consumer products businesses.  This Industry Group focuses on all legal needs for these businesses including mergers and acquisitions, financings, corporate governance, licensing, intellectual property protection, e-commerce, litigation, leasing and regulatory advice, among others.  Mr Weitz has served as lead counsel on a significant number of merger and acquisition transactions in the consumer products space representing both buyers and sellers.

In the community, Mr. Weitz is the former President and current Board Member of the Apparel Industries Group for the City of Hope. He has also served as both Dinner Chair and Fundraising Chair for this group. Mr. Weitz is also the former President and board member of The Professionals Club (formerly, the Textile Professionals Club or TPC) which is a networking group for professionals from a wide range of business backgrounds including accountants, investment bankers, commercial bankers, lawyers, property agents and developers, financial advisors, and other professionals that serve the local business community.

Education

Mr. Weitz earned his J.D. cum laude at Loyola Law School, Los Angeles in 1998 and he received his B.A. with honors in Political Science at Emory University in 1995. While in law school, Mr. Weitz was awarded the Dean’s Academic Scholarship and was a member of the Alpha Sigma Nu Honor Society and Order of the Coif.


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.


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.


Matthew Tolve is resident in the San Francisco office and a member of the Securities Litigation and Regulatory Enforcement Group.

Prior to law school, Mr. Tolve worked for four years as an economic consultant in Washington, D.C., where he helped prepare expert witness testimony for proceedings in U.S. Tax Court and the Tax Court of Canada. During that time, he completed the Chartered Financial Analyst program and is a member of the CFA Institute.

Select Publications

  • Co-author, "Honey, You Did What? SEC Charges Yet Another Spouse with Insider Trading," Orrick's Securities Litigation and Regulatory Enforcement Blog (April 8, 2014).
  • Co-author, "Back to the Drawing Board: the SEC Loses Another Insider Trading Trial," Orrick's Securities Litigation and Regulatory Enforcement Blog (January 14, 2014).
  • Co-author, "NBA Team Owner Mark Cuban 'Talks Trash' After Defense Verdict," Orrick's Securities Litigation and Regulatory Enforcement Blog (October 29, 2013).
  • Co-author, "Second Circuit to Issuers: You Need Not Disclose Every Single Asset in Your Registration Statements," Orrick's Securities Litigation and Regulatory Enforcement Blog (October 1, 2013).
  • Co-author, "Where There's Thunder, There's Lightning: SEC's Investigation of IBM's Cloud Computing Accounting May Be a Harbinger of a New Enforcement Focus," Orrick's Securities Litigation and Regulatory Enforcement Blog (August 8, 2013).
  • Co-author, "Rare Securities Trial Over Credit Crises Claims Results in Defense Verdict," Orrick's Securities Litigation and Regulatory Enforcement Blog (June 4, 2013).
  • Co-author, "Seventh Circuit Remands for Possible Rule 11 Sanction on Counsel That Filed to Aqequately Investigate Confidential Witnesses," Securities Reform Act Litigation Reporter (June 2013).
  • Co-author, "Say Hello to My Imaginary Friend! Judge Posner, Seventh Circuit Issue Stern Warning to Plaintiffs' Firms For Again Citing Bogus Confidential Witnesses," Orrick's Securities Litigation and Regulatory Enforcement Blog (April 2, 2013).
  • Co-author, "Federal Court Concludes Much of SEC Claims Against Nicor Gas Executives are Full of Gas," Orrick's Securities Litigation and Regulatory Enforcement Blog (September 4, 2012).
  • Co-author, "And the Whistle Blows..." Orrick's Securities Litigation and Regulatory Enforcement Blog (May 1, 2012).

Admitted In

  • California

Court Admissions

  • United States District Court
  • Northern District of California

Practices

• Securities Litigation & Regulatory Enforcement

Education

  • J.D., Order of the Coif, University of California, Davis School of Law, 2009
  • B.A., Summa cum laude; Phi Beta Kappa, Economics and History, Colby College, 2002

Externships

  • Hon. Jo-Lynne Lee, Superior Court of California, County of Alameda
  • Tax Division, Office of the City Attorney, City and County of San Francisco

Honors

  • Executive Editor, UC Davis Law Review, 2008-2009
  • Academic Excellence (Securities Regulation, Mergers & Acquisitions, Constitutional Law, Bankruptcy & Federal Elections)
  • Deborah J. Frick Memorial Scholarship for Excellence in Business Law

Memberships

  • American Bar Association
  • CFA Institute


Raj Tanden is a partner and business lawyer with Foley & Lardner LLP, where he represents clients in corporate and tax matters across a broad spectrum of domestic and cross-border transactions. Mr. Tanden chairs the firm’s Southern California Tax Practice. His practice includes assisting clients with investment management transactions, including the formation of and investments by public and private investment funds and investors. Mr. Tanden advises business development companies, closely held businesses, public and private investment funds and real estate investment trusts (REITs). He has particular experience with retail, beauty and apparel companies, and also represents health care professionals and practices. 

IRS Private Letter Rulings Experience

Mr. Tanden has received several, innovative U.S. Internal Revenue Service (IRS) private letter rulings on behalf of clients, including: 

  • One of the first rulings that a publicly-registered, non-traded REIT may adopt a “multi-class” structure similar to those used by mutual funds 
  • Other rulings applicable to REITs, including that a target C corporation may issue a note to distribute out all of its historic “earnings and profits” before its acquisition by a REIT, as long as the target’s historic business and assets would be used to repay the note after the acquisition 
  • Rulings on behalf of public investment funds, including the following: the first rulings issued by the IRS that an acquiring mutual fund need not retain any assets of a target fund under the “continuity of business enterprise” doctrine; and that cancellation of indebtedness income would constitute qualifying income 
  • Rulings that taxpayers subject to SEC Rule 144A restrictions on the sale of stock in a publicly-traded company may use the “installment method” for the sale, even though the method cannot be used for publicly-traded property 
  • Rulings on like-kind exchanges, including the following: a tenant may exchange commercial leasehold interests where a third-party would pay a substantial sum to build out the tenant’s new space (also known as a “build to suit”); and an accommodator would not be disqualified from completing like-kind exchanges for paying a referral fee to brokers who also own equity in the accommodator

Representative Clients and Matters 

  • Evolution Capital Management: a Santa Monica-based investment management advisor
  • Expert witness in litigation involving a public REIT in a “going private” transaction 
  • The Fog Cutter Capital Group: a Los Angeles-based, restaurant-focused private equity firm
  • JBrand Jeans: a leading designer, marketer and manufacturer of premium denim products in connection with a sale of a portion of their business to a private equity focusing on consumer brands 
  • White Oak Global Advisors: a San Francisco-based, private investment fund advisor specializing in lending

Recognition

Mr. Tanden is a Fellow of the American College of Tax Counsel, comprised of the leading 700 tax lawyers nationwide. In addition, he is recognized by The Best Lawyers in America© and listed with Southern California Super Lawyers®.

Education

Mr. Tanden earned his LL.M. in tax from the New York University (NYU) School of Law (1996) and his J.D. from the University of Southern California (USC) Gould School of Law (1992). His undergraduate degree was conferred by the USC Leventhal School of Accounting (B.S., 1988).  

Admissions and Professional Memberships

Mr. Tanden is admitted to practice in California.

Mr. Tanden is a member of the Executive Committee of the USC Tax Institute. He is also a member of the Tax Advisory Group of the Investment Company Institute and the Government Relations Committee and Federal Tax Subcommittee of the National Association of Real Estate Investment Trusts. Mr. Tanden has co-chaired the Practising Law Institute (PLI) annual Finance for Lawyers and Other Professionals seminar and is a past chair of the American Bar Association (ABA) Tax Section Investment Management Committee. He has authored numerous articles and regularly speaks for the ABA, American Law Institute (ALI), NYU Federal Tax Institute, PLI and USC Tax Institute.

Selected Presentations 

  • Speaker, “M&A Agreements: Tax Niceties,” USC Tax Institute, Los Angeles, CA (January 25, 2016) 
  • Speaker, “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2015, Los Angeles, CA (December 2, 2015) 
  • Speaker, “Why Not a Partnership? Thinking Outside the Box,” the Arizona State Bar Annual Convention, Phoenix, AZ (June 26, 2015) 
  • Moderator, “Tax Planning for Non-U.S. Investors in Debt Funds,” American Bar Association Section of Taxation 2015 May Meeting, Washington, D.C. (May 8, 2015)


Before transitioning to Emeritus Professor in 2014, Richard Puntillo taught MBA finance courses covering capital markets, investment banking, private equity and venture capital.  He began teaching part-time at the University of San Francisco’s School of Management in 1986, was made a tenured, full professor in 1998 and has been recognized as one of the School's top teachers, winning a total of six awards for distinguished teaching.  He now concentrates on his Expert Witness practice, drawing on a unique background that combines a distinguished teaching career as a finance professor with two decades of high-level executive experience in investment and commercial banking. 

Before becoming a full-time professor in 1990, he spent 20 years in investment and commercial banking, highlighted by 3 years as a CFO, significant SEC reporting responsibilities and extensive transactional experience in securities and commercial lending transactions, including conducting and approving the associated due diligence. He was involved as a corporate officer or director in negotiating, structuring and approving over a dozen M&A transactions, including conducting and approving the associated due diligence. He also has 20+ years of service on boards of directors of SEC reporting companies, including serving as Chairman of the Board and Audit Committee Chair.

As an Expert Witness, he has prepared 46 Expert Reports, given deposition testimony 29 times and testified in court on 6 occasions. He has served as a due diligence expert in the following areas: securities underwriting, M&A transactions and private equity and venture capital investments.  He has also served as an industry custom and practice expert in investment, commercial and mortgage banking as well as privateequity and venture capital. 

Website: RichardPuntillo.com


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.


Daniel rejoined KPMG’s Los Angeles (USA) office in October 2012 in the Alternative Investments tax practice. He had previously been the head of corporate finance for Telefónica Czech Republic a.s. in Prague (Czech Republic). Prior to that, Daniel was vice president and head of tax at Ares Management, a Los Angeles-based asset manager with $43 billion in CLOs, capital markets, hedge, private equity funds and a BDC / RIC (NASDAQ: ARCC).

Professional and Industry Experience

Daniel was in KPMG’s M&A and international tax practices from 2000 to 2009 where he developed broad experience in restructuring and transactional planning advice and tax due diligence consulting services in connection with acquisitions, dispositions, restructuring, bankruptcy reorganizations, and debt workouts with particular emphasis in cross-border capital movement and withholding taxes. Daniel has been involved in the design and implementation of mergers and acquisitions tax planning for both strategic and financial buyers. His experience includes tax planning for issuance of debt instruments, issues involving the U.S. income tax regime, international tax planning, U.S. GAAP and planning for repatriation of profits.  Daniel specializes in providing tax advice and compliance services to investors in and managers of alternative investment funds including private equity and hedge funds with particular emphasis in partnership structures. Daniel also leads FATCA engagements including preparation of readiness plans (identification, registration and reporting) and implementation.

Representative Clients

Allianz SE, Caxton-Iseman Capital Inc., Crescent Capital, First Reserve Corporation,  Leonard Green & Partners L.P., Levine Leichtman, Mesa West Capital, Occidental Petroleum Corporation, Odyssey Investment Partners, Tower Research, Western Asset Management, and Wilshire Associates.

Function and Specialization

Daniel specializes in providing tax advice and compliance services to investors in and managers of alternative investment funds such as hedge funds and private equity with particular emphasis in partnership structures. Daniel is also the tax contact for FATCA in the West (USA).

Languages

English, Spanish, Czech

Education, Licenses & Certifications

MBA, Taxation, University of Southern California

BA, International Relations, University of Southern California


David has over 25 years’ experience as a business bankruptcy, restructuring, and commercial litigation lawyer. Before forming ShemanoLaw in March 2018, David practiced at the prominent national law firms of Winston & Strawn, Orrick Herrington & Sutcliffe, and Robins Kaplan, and the highly regarded Los Angeles insolvency boutique of Peitzman Weg.

During his career, David has represented chapter 11 debtors, creditors’ committees, trustees, secured creditors and general unsecured creditors in all aspects of business bankruptcy and commercial litigation. He has in-depth experience handling bankruptcy and restructuring matters related to real estate, entertainment and manufacturing.

Among his recent matters are guiding DavidBarton Gym through its reorganization and emergence from chapter 11 protection, leading the section 363 sale of rights to The Terminator movie franchise in connection with Halcyon Holding Group’s chapter 11 matter, and representing one of the largest owners of El Pollo Loco franchises in Southern California in its chapter 11 restructuring.

David is very proud that his accomplishments have been recognized and honored by his peers. He was inducted as a Fellow of the prestigious, invitation only American College of Bankruptcy, and served as the president of the Financial Lawyers Conference. Mr. Shemano frequently lectures at events presented by the Practicing Law Institute, American Bankruptcy Institute, Beverly Hills Bar Association and other organizations.

Recognition

  • Named a "Southern California Super Lawyer,” Super Lawyers (2006-2007, 2009-2018)
  • Listed in The Best Lawyers in America (2013-present)
  • Recognized as “Bankruptcy/Restructuring Leader” by Chambers USA: America’s Leading Lawyers for Business (2012-present)

Professional Associations

  • American College of Bankruptcy, Fellow (2014)
  • Beverly Hills Bar Association, Member, Board of Governors (2009-2010); Chair, Bankruptcy Section Executive Committee (2007-2008)
  • Financial Lawyers Conference, President (2012-2013); Member, Board of Governors (2003-2005, 2008-present)

 


Dr. Voetmann is a Principal in The Brattle Group’s San Francisco office and an adjunct professor at the University of San Francisco’s School of Management. He consult on cases related to accounting, corporate finance, capital markets, financial institutions, insider trading, and internal investigations. Dr. Voetmann has testified and consulted on issues related to financial econometrics (i.e., the application of statistical methods within an economic framework), event studies, and market efficiency, damages, and materiality in securities fraud and misrepresentation cases. Dr. Voetmann has also testified and consulted on valuation issues related to mergers and acquisitions, appraisal actions, and other disputes involving valuation of private and public companies, illiquidity securities, employee stock options, and minority interests.

Dr. Voetmann has worked with multiple experts and is experienced in all phases of litigation, including deposition, mediation, arbitration, and trial. His case experience covers a range of industries, including financial institutions, consumer products, telecommunications, technology, and manufacturing. He has directed research in various prominent matters, including In re AOL Time Warner Inc. Securities Litigation, In re Xcelera Securities Litigation, Metropolitan Creditors' Trust et al. v. Ernst & Young and In re Apollo Securities Litigation.

Dr. Voetmann's securities experience includes Rule 10b-5 and Section 11/12 class actions, including those involving options and other derivative securities. In these cases, he has led large case teams that have addressed market efficiency, loss causation, and estimation of aggregate damages. His experience also includes calculating damages related to improper revenue recognition, bankruptcy, earnings restatements, material omissions, employee stock options, insider trading, private equity, and disputed merger terms. 

Dr. Voetmann has published in finance journals, including the Journal of Corporate Finance, Review of Finance and the European Journal of Finance, and has authored a chapter on event studies in Financial Modeling. He has taught undergraduate and graduate-level courses in corporate finance and security analysis at the Wharton School, University of Pennsylvania and graduate-level courses in corporate finance, managerial finance, capital markets and investment banking at the University of San Francisco.


Jackie Liu is co-chair of Morrison & Foerster’s Global Corporate Department of over 400 attorneys. Ms. Liu engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. In 2018, Ms. Liu received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law.

Ms. Liu regularly advises public companies on corporate governance matters, including disagreements between board and management, succession planning, investor relations, director and officer fiduciary duties, and board “best practices,” and counsels boards and special committees in connection with conflicts of interest, proxy contests, and other corporate control efforts. Ms. Liu is outside general counsel to a number of public companies with whom she has worked with for nearly 20 years and provides big picture, critical, value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations, including those relating to the federal securities laws, Sarbanes-Oxley, Dodd-Frank, and NYSE and NASDAQ rules and regulations. Her knowledge of SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. Ms. Liu has lectured at seminars and conferences and written articles on various ’33 Act and ’34 Act law matters, and is a faculty member of the Practising Law Institute.

Ms. Liu graduated, cum laude, from Harvard Law School in 1998, where she served as the co-editor of the Harvard Law Record. A member of Phi Beta Kappa, Ms. Liu received B.A. degrees in English and Political Science, summa cum laude, from the University of California, Los Angeles.


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

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

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


Mr. Wilson is a corporate partner and Chair of the Firm's Business Department. Mr. Wilson has particular expertise in mergers and acquisitions, equity financings, strategic alliances, corporate governance, executive compensation and equity incentive arrangements, as well as technology and software licensing, and product development and distributorship arrangements. He counsels numerous technology, healthcare, life science and other companies, large and small, in connection with all aspects of their corporate and intellectual property transactional needs. Representative clients include Business Researchers, Penumbra, Inc., Restoration Hardware, Simpson Manufacturing, Sleep Train, Inc., STAAR Surgical, Sysmex Corporation, Waste Connections, and Wild Planet Foods. Mr. Wilson formerly was a partner at Morrison & Foerster.

PROFESSIONAL ACTIVITIES

He is admitted to practice law in both California and Washington, D.C. and is a member of the American Bar Association and Bar Association of San Francisco. He has published numerous articles and speaks frequently on legal topics relating to corporate finance, intellectual property licensing and strategic alliances.

EDUCATION

A 1982 honors graduate of the University of Wisconsin, Mr. Wilson received his J.D. degree in
1986 from Harvard Law School where he was a member of the Harvard International Law Journal.

AREAS OF EXPERTISE

  • Business
  • Mergers & Acquisitions
  • Strategic Alliances
  • Public Companies
  • Private Offerings
  • Corporate Advice
  • Intellectual Property
  • Licensing & Technology Transfer


Ms. Carbone is an audit partner in the San Francisco office with 33 years experience with KPMG, including 19 years as a partner. She has provided auditing, accounting and business advisory assistance to clients in a variety of industries including: software and business services, media, consumer products, manufacturing, financial institutions and leasing companies. Barbara has experience serving smaller privately held companies as well as U.S. and international publicly held corporations. She has assisted companies to develop the discipline and processes required to be successful through their evolution, including initial public offerings and beyond. She also has significant experience with mergers and acquisitions, divestitures, and spin-offs.

Highlights of Barbara’s leadership within KPMG include:

  • Lead Partner for the Consumer & Industrial Markets Industry Group in San Francisco;
  • National Partner-in-Charge of Human Resources, Audit Practice;
  • National and Global Industry Leader for Software and Business Service Practice in Silicon Valley; and
  • Practice Leader for the Northern California Audit Business Unit.

Barbara is a Board Member of the Exploratorium and the Women’s Business Enterprise National Council (WBENC).


Arash Farin, a Senior Vice President at Sage, joined the firm in 2009. He focuses on transactions in the apparel, retail, personal care, media, Internet and other industries. Previously, Mr. Farin worked in the Global Financial Sponsors Group at Lehman Brothers, where he handled large-scale leveraged buyouts sponsored by leading private equity firms in the retail, technology, industrial, health care, business services, media and energy industries. Prior to Lehman Brothers, Mr. Farin worked in the Mergers and Acquisitions Group at The Blackstone Group and in the Investment Banking Division at Goldman Sachs. He is a an active participant in the Pacific Council and the World Affairs Council. Mr. Farin studied as an undergraduate at The Wharton School and Oxford University, and earned an M.B.A. from Harvard Business School.


Bill Kelly is a corporate partner and a founder of Davis Polk’s Menlo Park office. He primarily represents technology companies and their investors and advisers in mergers and acquisitions, strategic alliances, corporate governance and securities law compliance. He has been involved in some of the most significant M&A transactions in Silicon Valley and acts as regular corporate counsel to a number of tech companies. He also acts as special counsel to boards of directors, both tech and non-tech, in takeover defense and other sensitive situations.

Bill joined Davis Polk in 2000 from Silicon Graphics, where he spent six years as general counsel and in a variety of roles as a senior business executive. He was the head of the Menlo Park office until 2011, and is currently co-head of the firm wide corporate governance practice. He has been actively involved in Silicon Valley law and business since 1982.

WORK HIGHLIGHTS

Representations

  • Oracle in corporate governance matters and in numerous acquisitions of public and private companies, including its recent acquisitions of Art Technology Group and Phase Forward and its successful unsolicited offer for PeopleSoft
  • Palm in its sale to HP and in prior public-private investment rounds led by Elevation Partners 
  • LoopNet in its sale to CoStar Group and Blue Coat Systems in its sale to Thoma Bravo
  • Buy-side public acquisitions for companies like KLA-Tencor, Affymetrix and Blue Coat Systems
  • Sell-side assignments for companies like AMI Semiconductor and Photon Dynamics
  • Private equity acquisitions and investments for Francisco Partners, including the formation of a flash memory joint venture with Intel and ST Micro
  • Special board counsel assignments for companies like KB Home, Guaranty Financial and LoopNet
  • Comcast in strategic intellectual property ventures with Microsoft, TV Guide and TiVo
  • Transactional, securities compliance and corporate governance advice for companies, including Palm, FormFactor, Affymetrix and Novellus
RECOGNITION

Listed as a leading lawyer in several legal industry publications, including:
  • Chambers USA: America’s Leading Lawyers for Business
  • Practical Law Company’s Cross-border Mergers and Acquisitions Handbook
  • Law Business Research’s Who’s Who Legal: California
  • Daily Journal’s Top 100 California Lawyers
  • National Association of Corporate Directors, NACD Directorship 100 (2012)

OF NOTE

Speaking Engagements
  • PLI: Mergers & Acquisitions: What You Need to Know (2008-2010)
  • Stanford Directors College (2007)
  • Law Seminars International: West Coast Forum on Technology M&A (2006-2007)

MEMBERSHIP
  • Director and Chair, Audit Committee, MIPS Technologies
PROFESSIONAL HISTORY
  • Partner, Davis Polk, 2000-present
  • General Counsel, and other senior business roles, Silicon Graphics, Inc., 1994-1999
  • Shearman & Sterling, 1978-1994

ADMISSIONS
  • State of California
  • State of New York

EDUCATION
  • A.B., Columbia University, 1975, cum laude
  • J.D., Columbia Law School, 1978
    Harlan Fiske Stone Scholar
    Board of Editors, Columbia Law Review


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.  

 


Julie Divola leads Pillsbury’s San Francisco Tax practice.  Her practice focuses on tax aspects of corporate and partnership transactions, including domestic and cross-border mergers, acquisitions, joint ventures and restructurings.  

Julie currently serves as Vice Chair (Publications) for the ABA Section of Taxation and as Editor-in-Chief of The Tax Lawyer.  She is a former Chair of the Corporate Tax Committee of the ABA Section of Taxation and a former member of the Nominating Committee.  She is a Fellow of the American College of Tax Counsel.

Julie is a Lecturer at the U.C. Berkeley School of Law where she teaches Corporate Tax.  She has also taught Corporate Tax as a Visiting Professor at the U.C. Davis School of Law and Tax Policy as an Adjunct Professor at the University of San Francisco School of Law. 

Julie is recognized as a leading tax lawyer in a variety of industry publications including Chambers USA, Who’s Who Legal – International Who’s Who of Corporate Tax Lawyers, The Legal 500, Best Lawyers in America (where she was named San Francisco Tax Lawyer of the Year in 2016), and Euromoney (where she was shortlisted in 2016 for the Americas Women in Business Law Award – Best in Tax).

Julie serves on a number of professional boards, including the advisory board of the New York University Institute on Federal Taxation, the Bloomberg BNA Corporate Advisory Board, and the editorial board of the Practical Tax Lawyer.  She also serves as Secretary and Trustee for the van Löben Sels/Rembe Rock Foundation (a private foundation that promotes social justice causes through legal services and advocacy).


Ed has more than 20 years of experience providing assurance services to SEC registrants and high-growth private companies in the San Francisco office of EY, with a unique mix of experience in the consumer products, hospitality, real estate, and technology industries. He has significant experience working with high-growth clients in co-developing audit approaches, resolving technical accounting issues on a proactive basis throughout the year, defining deliverables and executing audits to provide leading class service.

Experience includes:

  • Coordinating and providing services to high-growth companies such as Facebook, Pandora, Bare Escentuals, Ebates.com, Glassdoor, Kimpton Hotels, Sephora US, and PopSugar.com.
  • Leading clients through the IPO process and the transition to being a newly public company, including first-time adoption of the Sarbanes-Oxley Section 404 internal control requirements.
  • Recruiting leader for the next generation of Ernst & Young professionals in his role as the firm’s Campus Coordinating Partner for the University of California at Berkeley.
  • Serving on the Executive Board of the Center for Financial Reporting & Management (CFRM), which is part of the Haas School of Business at UC Berkeley. The CFRM provides the accounting community with opportunities to get involved in the development of academic programs and professional activities.

Education and professional designations:
  • Bachelor of Science in Business Administration – University of California at Berkeley
  • Certified Public Accountant
  • Member of AICPA, California Society of CPAs


Sally Ann is the Leader of our Bay Area Real Estate Audit Practice in our San Francisco office and a National Leader for Real Estate Funds in the US.  She has more than 19 years of professional accounting experience which included starting her career as a chartered accountant in Ireland. Her experience includes providing extensive services to a number of our large real estate clients including real estate investment advisors, separate accounts, private and public REITs, and private equity investment funds. In conjunction with her role as audit partner, she has served as the Accounting Co-Chair for the National Council for Real Estate Investment Fiduciaries and is a Council member for the Real Estate Information Standards (“REIS”).