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Pocket MBA Summer 2015: Finance for Lawyers and Other Professionals


Speaker(s): Adam Reilly, Amir Agam, Barbara A. Carbone, Catherine E. Moreno, Catherine J. Connolly, Christopher D. Dillon, Daniel P. Prager, Dubravka K. Tosic, Ph.D., Jackie Liu, Jared Thear, Jeremy M. Weitz, Katharine A. Martin, Kenneth P. Herzinger, Neeraj Chawla, Renee Mendez, Sally Ann Flood, Sarah K. Solum, Seth Goldman, Torben Voetmann, Ph.D.
Recorded on: May. 7, 2015
PLI Program #: 58993

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.


Amir Agam is a Senior Managing Director in the Corporate Finance & Restructuring practice at FTI Consulting. Mr. Agam has more than 20 years of experience in advising companies that are undergoing significant transitions, as well as serving in interim management positions such as interim Chief Financial Officer (“CFO”) and Chief Restructuring Officer (“CRO”). He has industry expertise in a diverse group of industries including media and entertainment, retail, grocery, consumer products, manufacturing and distribution, education, and financial institutions.  Mr. Agam also advises other key stakeholders including debt and equity holdings in similar situations.

Mr. Agam’s experience includes advising on complex restructuring and turnaround situations in out-of-court restructurings and in formal bankruptcy proceedings.  Specific areas of Mr. Agam’s experience also includes business plan development and review, cash flow forecasting, liquidity management, development of accounting and finance function capabilities, identification and implementation of cost reductions, negotiation restructuring plans, bankruptcy planning and execution, obtaining financing, business and asset sales, and maintaining operations during transitions. 

Representative recent engagements that Mr. Agam has worked on include serving as the Chief Restructuring Officer of Open Road Films and Fresh & Easy, interim Chief Financial Officer for a sports events company and a television production company (both non-distressed) and serving as financial advisor during the restructurings of THQ, Inc., Fleetwood Enterprises, Corinthian Colleges, and a number of non-public situations.

Mr. Agam holds a B.A. with honors in business economics with a minor in accounting from the University of California, Los Angeles and an M.B.A. with honors from the Wharton School of Business at the University of Pennsylvania. He is a Certified Turnaround Professional and a Certified Insolvency and Restructuring Advisor. He is also a member of the American Bankruptcy Institute, the Association of Insolvency & Restructuring Advisors, the Turnaround Management Association and the Financial Lawyers Conference. Mr. Agam was recognized as one of M&A Advisor’s 40 under 40 Emerging Leaders in the Service Professional category.


Catherine J. Connolly, CPA, CFF

Cathy Connolly has 20 years of forensic accounting, complex business litigation and audit experience.

She has worked on a variety of accounting-related forensic and litigation matters, including investigations of improper financial reporting and financial statement restatements; breach of contract and other damages analyses; purchase price / post-acquisition disputes; class action securities claims; lost profit and business interruption claims; and various special audits and investigations.

Cathy has worked on behalf of company management and Audit Committees of the Board of Directors on accounting matters, including SEC investigations. Representative engagements include issues such as improper revenue recognition, reserve manipulation and the interpretation of Generally Accepted Accounting Principles (GAAP), employee and executive fraud and defalcation, stock options matters, partnership equity allocation, illegal use of public funds, and accounting record reconstruction issues.

Cathy also has experience working on matters involving companies in various industries, including high-tech, client service, software, healthcare, manufacturing, energy and construction.

Prior to joining StoneTurn, Cathy worked at "Big Four" accounting firms in dispute consulting and audit roles. She is a Certified Public Accountant and Certified in Financial Forensics.

Cathy is a Board Member and Treasurer of the Mountain Play Association in San Rafael, CA.


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.


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. He has also served as a faculty lecturer for the Practising Law Institute where he has lectured on mergers and acquisitions and financing transactions.

Mr. Weitz is also Co-Chair of the Firm’s Consumer Products’ Industry Practice Group and former Chair of the Firm’s Apparel Industry Practice Group. Mr. Weitz’s apparel industry practice includes representation of manufacturers, importers and retailers. His experience in the apparel industry includes mergers and acquisitions, finance, commercial law, financial and business planning, licensing, copyright and trademark matters and corporate law.

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 a past 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 who serve the local business community.

Mr. Weitz was selected as one of Southern California’s Super Lawyers from 2018 – 2019 and was also selected as a Southern California Rising Star from 2006 – 2008, 2013.


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.


Sarah Solum is a Partner in Davis Polk’s Corporate Department and a founding member of the firm’s Northern California office. She has extensive experience in capital markets transactions, including IPOs, investment grade and high yield debt offerings, convertible notes transactions and preferred stock offerings. She also regularly represents companies on mergers and acquisitions and advises on SEC compliance, disclosure and corporate governance matters.

Sarah has an active IPO practice, having advised on the IPOs of AMIS Holdings, AppNet, Apropos, CAI International, Chipotle Mexican Grill, Coupa Software, DocuSign, Etsy, Fortinet, GoDaddy, Handspring, Homegrocer, iBeam, Kaiser Aluminum, Pivotal Software, Razorfish, Responsys, SendGrid, ServiceSource International, Silver Spring Networks, Splunk and SunRun. She works with a wide range of companies and all major investment banking firms.

Her recent public speaking engagements include the Davis Polk | Silicon Valley Bank | Nasdaq | Donnelley West Coast IPO Boot Camp in January 2018, the 43rd Annual Securities Regulation Institute in San Diego, California and various PLI programs.

She is on the Global Advisory Board of the Women in Law Empowerment Forum (WILEF) and a Co-Chair of the Northern California chapter.  She was also a member of HiPower, an executive leadership program for women.

Sarah has been recognized as a leading lawyer by numerous industry publications, including Chambers USA and Super Lawyers.

Sarah was named one of the 2016 and 2017 Women Leaders in Tech Law by The Recorder, one of the “2017 Women of Influence” by the Silicon Valley Business Journal and one of the ”2017 Top Women Lawyers in California” by the Daily Journal.



Seth Goldman is a bankruptcy partner in the Los Angeles office of Munger, Tolles & Olson. Mr. Goldman’s practice includes representing debtors, creditors, shareholders, independent directors and special board committees, official and ad hoc committees, investors in corporate restructurings and parties in bankruptcy-related litigation.

Mr. Goldman’s public representations include:

  • iHeart Communications in its restructuring.
  • Berry Petroleum Company LLC in its bankruptcy case.
  • Payless Holdings LLC in its bankruptcy case.
  • The Gymboree Corporation in its bankruptcy case.
  • First Lien & DIP Lender in Freedom Communications.
  • Texas Competitive Electric Holdings LLC group of companies in the Energy Future Holdings bankruptcy cases.
  • Edison International in the Edison Mission Energy bankruptcy cases.
  • Berkshire Hathaway Inc. in the Residential Capital LLC bankruptcy cases.
  • The Official Committee of Syms Equity Securities Holders in the Chapter 11 reorganization of Syms Corp./Filene’s Basement.
  • Wasserstein & Co. in the Harry & David bankruptcy cases.
  • Southern California Edison in the Calpine, A123, Cal Solar 10, and Clear Peak bankruptcy cases.
  • Pasadena Playhouse, serving as debtor's counsel, in reorganizing the more than 100-year-old cultural institution.

Mr. Goldman frequently writes and lectures on issues in bankruptcy and is a contributing author to Collier on Bankruptcy, as well as a former governor and current treasurer for the Financial Lawyers Conference.

Education

  • Harvard Law School (J.D., magna cum laude, 2002); member, Journal of Law and Technology; teaching assistant, International tax program; Addison Brown Prize, 2002
  • University of Chicago (B.A., with honors, 1994) Phi Beta Kappa


Christopher D. Dillon is a partner in Gibson Dunn’s Palo Alto office and is a member of the Corporate Transactions and Mergers and Acquisitions Practice Groups.  He has over 20 years of experience structuring, negotiating and executing complex corporate transactions.  He has regularly advised public and private corporate and private equity clients in a wide range of mergers and acquisitions (friendly and hostile), divestitures, joint ventures, strategic alliances and capital raising transactions.  In addition, he has extensive experience in counseling boards of directors and senior management teams in connection with corporate governance, public disclosure, SEC filings and other securities laws matters.

Mr. Dillon was previously Senior Managing Director at Union Square Advisors LLC, an investment bank focused on technology companies from 2007 to March 2011.  He acted as an investment banker advising technology clients on public and private mergers and acquisitions and capital markets transactions. Before that, he was a partner with Gunderson Dettmer from 2000 to 2007, serving as head of the Mergers & Acquisitions practice.  From 1988 to 2000, he practiced with Shearman & Sterling, first in New York before moving to the Bay Area to lead that firm’s West Coast M&A practice.  He graduated magna cum laude in 1988 from Boston College Law School, where he was an editor of the law review.  Mr. Dillon graduated summa cum laude from Boston College with a degree in Business Administration - Accounting.

Mr. Dillon has been admitted to practice in the states of California and New York.


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


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.


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).


Neeraj Chawla has over 14 years of experience in providing financial advisory services to a variety of businesses, and specializes in providing valuation, strategic financial planning and other financial advisory services in connection with mergers, acquisitions, divestitures, planning and other settings.

Mr. Chawla routinely provides valuation and advisory services for the following purposes:

  • Mergers
  • Acquisitions 
  • Dispositions
  • Financial Benchmarking 
  • Portfolio valuation 
  • Credit Analysis
  • Debt Capacity Assessment
  • Joint-Venture Formation
  • Franchising/Licensing
  • Restructuring/Reorganization

Mr. Chawla has broad-based experience in a number of industries including aviation, retail/consumer business, engineering and construction, and technology.

Prior Experience

Prior to joining Deloitte, Mr. Chawla served as a market-entry consultant to the American International Group, Inc.  In this capacity, he advised a business development team on investments in the areas of life insurance, general insurance, banking and consumer finance. 

In his role as a consultant with JPS Associates, Management Consultants, Mr. Chawla advised airlines in the areas of operations and financial management, including inventory management, process improvement, and resource optimization.  Mr. Chawla has also served as a corporate financial analyst with the Business Development Group of Sabre, Inc.  In this role, he was responsible for the analysis and pricing of outsourcing contracts.

Education

  • Indiana University, Master of Business Administration, 1999-2001
  • Center for Management Development, Diploma in Business and Finance, 1994-1996
  • University of Delhi, Bachelor of Arts, Economics (Honors), 1991-1994


Renee is an Assurance partner in the San Francisco office of EY. She has more than 14 years of experience providing services to real estate, hospitality, aircraft leasing, and renewable energy companies.

Relevant experience

Renee’s experience includes working on opportunity funds and fair value reporting and assisting clients with various SEC, regulatory and compliance projects. She has served clients in the multi-family apartment, office, industrial, homebuilding, and hotel owner and hotel operator sectors of the real estate industry. She has also worked with real estate developers and managers. Her experience with aircraft lessors includes significant focus on international operations and multi-national tax structures. Renee’s experience with renewable energy companies include a specific focus on wind.

Education and memberships

Renee earned a Bachelor of Science in Accounting and Information Systems from Virginia Tech. She is a CPA licensed in California and Virginia and is a member of the AICPA and the California Society of CPAs.


Ken Herzinger is the Chair of the White Collar, Investigations, Securities Litigation and Compliance Group and a partner in the San Francisco office. Ken was an attorney in the Enforcement Division of the U.S. Securities and Exchange Commission prior to joining private practice. His practice focuses on SEC investigations and enforcement actions, internal investigations, securities class actions, and ERISA class actions.

Ken has 20 years of experience as a securities litigator and has handled every type of SEC investigation and securities case, including new and developing areas like cybersecurity, blockchain, cryptocurrency, and SEC BSA/AML enforcement, and more traditional matters such as accounting and financial reporting, internal control over financial reporting (ICFR), disclosure controls and procedures, the Foreign Corrupt Practices Act (FCPA), insider trading, and Dodd-Frank and SOX whistleblower retaliation claims.


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”).