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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.


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
Partner 

Securities Litigation
Business Litigation & Counseling
Internal & Government Investigations
Litigation
White Collar Crime

EXPERIENCE:

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. She also is a member of the firm’s Education and Pro Bono committees.

SELECT CLIENTS:

  • Astex Pharmaceuticals, Inc.
  • BigBand Networks
  • Infogroup, Inc.
  • Intermedia.net, Inc.
  • Oak Hill Capital Partners
  • Pacific Biosciences of California, Inc.
  • TIBCO Software

EDUCATION:

  • J.D., Columbia University School of Law, 2001
  • Editor, Columbia Journal of International Law
  • B.A., Rice University, 1998

ASSOCIATIONS AND MEMBERSHIPS:

  • Member, Association of the Bar of the City of New York
  • Member, Board of Directors, Probono.net

HONORS:

  • Honored with a 2015 “California Lawyer Attorney of the Year” (CLAY) Award by California Lawyer in the immigration/pro bono category
  • Recipient, Jack W. Londen Award, Lawyers’ Committee for Civil Rights of the San Francisco Bay Area, 2013

SELECT PUBLICATIONS:

  • Practising Law Institute Pocket MBA Program: Securities Fraud and Earnings Management, 2013-2014
  • 30th Annual SEC Reporting and FASB Forum: FCPA Risks in Emerging Markets
  • Co-author with Elizabeth Peterson, “The Expanding Territorial Reach of RICO: It’s Not Just for U.S.-Based Organized Crime Anymore,” Bloomberg Law Reports, May25, 2010

ADMISSIONS:

  • State Bar of California
  • State Bar of New York
  • U.S. District Court for the Northern District of California
  • U.S. District Court for the Southern District of New York


Dubravka K. Tosic, Ph.D.
Director
Berkeley Research Group, LLC
Saddle Brook, NJ

Dubravka K. Tosic is an Economist and Director at Berkeley Research Group, LLC (BRG), a national leader in economic and statistical consulting.  She joined BRG in December 2015, after spending 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 performs economic and statistical analysis and damage calculations, and provides consulting and expert witness assistance in labor and employment disputes and litigation matters involving allegations of employment discrimination, and during regulatory audits and investigations, and in connection with pro-active compliance reviews.   Dr. Tosic also performs expert work in commercial litigation matters involving allegations of breach of contract and lost profits, and management consulting projects requiring analyses of complex information and data analytics. She has testified in federal and state courts, and has worked with numerous Fortune 500 companies, national and international law firms, Federal, State and Local government entities, and international organizations.   

Dr. Tosic received her Master’s degree and Ph.D. in economics from Florida State University and her Bachelor’s degree from University of Maryland.

She can be reached at (201) 587-7130 or dtosic@thinkbrg.com.


Jaclyn Liu is a partner in the Corporate Department of the firm’s San Francisco office. She co-chairs the firm’s Corporate Finance Group. 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.

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 over 10 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 staff member of the Practising Law Institute.

Ms. Liu has represented a number of public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to multibillion-dollar transactions such as SOFTBANK’s acquisition of Sprint, Intel’s acquisition of McAfee and Mercury Interactive’s sale to HP. In addition, Ms. Liu has been involved in a number of complex cross-border transactions in Asia, Australia and Europe, including NCR Corporation’s s acquisition of Israel-based Retalix, Intel’s minority stake in Netherlands-based ASML, PRC-based MicroPort Scientific’s acquisition of the orthopedics business of Wright Medical, DSP Group’s acquisition of the DECT business of Netherlands-based NXP B.V. and McKesson’s acquisition of Israel-based Medcon.

Ms. Liu also has represented a number of well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.

Ms. Liu was named the 2013 Legal Advisor of the Year by M&A Advisor, Law360’s “M&A Rising Stars of 2013” and a winner of the 2012 40 Under 40 West M&A Advisor Awards. Ms. Liu was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014. Northern California Super Lawyers recognized her as a “Rising Star” in the category of Securities and Corporate Finance in 2011, and as a “Rising Star” in the category of Mergers & Acquisition in 2013.

Ms. Liu was born in Shanghai, China. She is fluent in Mandarin Chinese.

Ms. Liu is a member of the California State Bar and the Bar Association of San Francisco. She is on the advisory board of thecorporatecounsel.net and a board member of the Foundation of City College of San Francisco.


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 is also former Chair of the Firm’s Apparel Industries 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, debtor and creditor relations, financial and business planning, licensing, copyright and trademark matters and corporate law.

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

  • Co-author, “An Entrepreneur's Guide to Getting a Company Ready for Sale,” Los Angeles Business Journal, September 17, 2007

Areas of Practice

  • Corporate
  • Apparel & Consumer Products
  • Mergers & Acquisitions
  • Securities 

Bar Admissions

  • California


KATHARINE A. MARTIN
Partner

Corporate Law & Governance
Entrepreneurial Services
Mergers & Acquisitions
Venture Capital

EXPERIENCE:
Katharine (Katie) Martin is a partner in Wilson Sonsini Goodrich & Rosati's Palo Alto office, where she practices corporate and securities law. She currently serves as a member of the firm's board of directors, its governing body, and previously served as a member of the Policy Committee and as the leader of the firm's 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.

EDUCATION:

  • J.D., University of the Pacific, McGeorge School of Law, 1987
    Order of the Coif; Great Distinction; Staff Writer and Assistant Editor, Pacific Law Review (1986-1987); Author, "Disbrow Confronts Proposition 8: Will Miranda Violative Statements Be Admitted to Trial for Impeachment?"
  • B.A., University of California, Berkeley, 1984

ASSOCIATIONS AND MEMBERSHIPS:

  • Director, Nuance Communications, Inc.
  • Director, WildAid, an international nonprofit wildlife-preservation agency
  • Director, WSGR Foundation, a nonprofit organization
  • Former Director, The Ronald McDonald House at Stanford, a nonprofit organization

HONORS:

  • Recognized by the Daily Journal as one of the "Top 100 Lawyers in California" for 2011
  • Named among Lawdragon's "500 Leading Lawyers in America" for 2011, 2012, 2013, and 2014


Sarah Solum is a corporate partner in Davis Polk’s Corporate Department and a founder of the Menlo Park office.

She regularly represents public companies on mergers and acquisitions, including Affymetrix on its sale to Thermo Fisher and FormFactor on its acquisition of Cascade Microtech in 2016.  Ms. Solum also represents companies or their advisors on corporate finance transactions, including Oracle on over $50 billion of investment grade debt offerings and E*TRADE Financial on its inaugural preferred stock offering.

Ms. Solum has an active IPO practice, having represented the underwriters in recent IPOs for Coupa, GoDaddy, Etsy, SunRun, Silver Spring Networks, Responsys, Splunk and Fortinet.  She provides advice on SEC compliance and disclosure, corporate governance and general corporate matters to a variety of public and private companies.

Ms. Solum was named one of the 2016 Women Leaders in Tech Law by The Recorder.

She is recognized as a leader in the legal industry, including by Chambers USA – Capital Markets: California.


Torben Voetmann, Ph.D.

Dr. Voetmann focuses on cases that involve complex economic and financial issues. He has worked with clients and experts on securities cases and valuation disputes related to capital markets and financial institutions. He has analyzed market efficiency, class certification, valuation, mergers and acquisitions, internal investigations, and damages across a variety of cases involving debt, equity, and derivative securities.

Dr. Voetmann has consulted on valuation issues related to mergers and acquisition disputes, appraisal actions, and other disputes involving valuation of companies, employee stock options, and minority interest. He has examined fairness opinions and analyzed the fair market value of privately held companies. Dr. Voetmann has worked with multiple experts and is experienced in all phases of litigation, including deposition, mediation, arbitration, and trial. His recent cases have involved investigating possible insider trading and analyzing valuations of target companies in mergers and acquisitions.

Dr. Voetmann’s securities experience includes Rule 10b-5 and Section 11 and 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.

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 has also authored a number of peer-reviewed publications 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. Prior to joining The Brattle Group, Dr. Voetmann was managing director at Finance Scholars Group and was formerly a principal at Cornerstone Research. He has taught undergraduate and graduate-level courses in corporate finance and security analysis at the Wharton School, University of Pennsylvania and is currently an Adjunct Professor at the University of San Francisco, where he teaches in the MBA program.


Amir Agam is a senior managing director in the FTI Corporate Finance practice and is based in Los Angeles. Mr. Agam specializes in the revitalization of underperforming businesses as well as advising creditors and potential acquirers of companies undergoing significant transitions.

Mr. Agam has more than sixteen years of experience advising senior management and creditors regarding companies that are underperforming. His work focuses on increasing value to stakeholders by leveraging his experience resolving distressed situations and implementing operational improvements.  He has served as a financial advisor during bankruptcy proceedings and out of court restructurings, provided operational consulting services to assist companies in improving operating results, served as an interim chief financial officer, and advised secured and unsecured creditors in out-of-court restructurings and in formal bankruptcy proceedings.  He has experience in a number of industries, including consumer products, entertainment, manufacturing, distribution, education, real estate, mortgage origination, retail, and lending.

Key services that Mr. Agam has provided include development and implementation of business and turnaround plans, negotiation of cash collateral and financing terms, coordination of the sales of distressed companies or assets, assessments of value and solvency, review of EBITDA quality and strategic options for creditors or acquirers, development and implementation of cost rationalization programs, and design of operational and financial reporting.

Examples of significant publicly known matters that Mr. Agam has advised on include:

  • THQ, Inc.:  Served as financial advisor to this public developer/distributor of video games.  Negotiated forbearance terms with secured lenders after a covenant default to provide time to implement restructuring solutions.  Following this, re-built cash management and forecasting capabilities.  Advised company on strategic and operational issues as Company moved to sell its assets through a Chapter 11 bankruptcy filing.  Continued to work on issues related to additional asset sales and the wind-down of operations.
  • Fleetwood Enterprises:  Served as financial advisor to this public manufacturer of manufactured housing and recreational vehicles.  Provided operational analyses of the company’s business lines to determine operational strategy.  Advised the company on bankruptcy planning and the execution of a complex bankruptcy filing.  Supported the negotiation of DIP and cash collateral arrangements.  Provided analyses to support the sales of the company’s business lines.  Managed cash forecasting and budgeting, and assisting with motions to resolve other operational issues.

Mr. Agam has also served as interim chief financial officer and provided financial planning and analysis leadership for companies as they underwent significant operational transitions.

Mr. Agam holds an M.B.A. with honors from the Wharton School at the University of Pennsylvania and a B.A. with honors in business economics and a minor in accounting from the University of California, Los Angeles. He is a certified insolvency and restructuring advisor and a member of the Association of Insolvency & Restructuring Advisors, the American Bankruptcy Institute, and the Turnaround Management Association.

Certifications

Certified Insolvency and Restructuring Adviser

Professional Affiliations

Association of Insolvency & Restructuring Advisors

Turnaround Management Association

American Bankruptcy Institute

Education

M.B.A. with honors, The Wharton School, University of Pennsylvania

B.A. in Business Economics, Minor in Accounting, honors, University of California, Los Angeles


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


Jared has over thirteen years of professional experience serving private equity, venture capital, hedge funds, fund of funds, registered investment companies, registered investment advisors, depository institutions, and peer to peer lenders throughout the San Francisco Bay Area/ Silicon Valley.  He also serves as an advisory resource on audit valuation matters to client engagement teams located throughout the U.S.

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 American Institute of Certified Public Accountants.


Mr. Herzinger, a partner in Orrick's San Francisco office, is a member of the Securities Litigation and Regulatory Enforcement Group.  Mr. Herzinger’s practice focuses on securities class actions, derivative suits, M&A litigation, SEC and related criminal investigations and enforcement actions, internal investigations and compliance counseling.  Mr. Herzinger's clients include:  Chesapeake Energy Corporation, Intel Corporation, Morgan Stanley Smith Barney, Oracle Corporation, PricewaterhouseCoopers LLP, and Tesoro Corporation.

Securities Class Actions, Auditor Representation and M&A Litigation

Mr. Herzinger has represented numerous corporations, directors and officers, auditors, and financial institutions in federal securities class actions, M&A litigation and derivative suits.  Notable engagements include the following:

  • In re Chesapeake Energy Corp Securities Litigation
  • Metropolitan v. PricewaterhouseCoopers LLP
  • In re Metropolitan Securities Litigation
  • In re Retek Securities Litigation
  • In re Mutual Fund Trading Securities Litigation
  • Oracle/Sun Microsystems M&A Litigation
  • Furman v. Wal-Mart Derivative Litigation
  • McAfee/Secure Computing M&A Litigation
  • Oracle/Siebel Systems M&A Litigation
  • Oracle/Portal Systems M&A Litigation
  • In re Enron Corporation Securities Litigation
  • In re Initial Public Offering Securities Litigation
Mr. Herzinger was also a member of the trial team which obtained a defense verdict in Howard v. Everex Systems, Inc., (N.D. Cal. 2002), one of only several securities class action jury trials in the country to be tried to verdict.

SEC and Regulatory Experience

Mr. Herzinger began his legal career as a staff attorney in the Enforcement Division of the U.S. Securities and Exchange Commission in New York, where he was responsible for conducting investigations of accounting and financial statement fraud, insider trading, and market manipulation. Since entering private practice, he has represented numerous corporations, directors and officers, financial institutions, auditors, hedge funds, mutual funds and broker-dealers involved in investigations by the U.S. Attorney's Office, SEC, self-regulatory organizations such as FINRA and the New York Attorney General’s Office. He has also conducted numerous internal and audit committee investigations.

Admitted in

California
New York

Court Admissions

United States Court of Appeals
  • Ninth Circuit
United States District Court
  • Northern District of California
  • Central District of California
  • Southern District of New York
  • Eastern District of New York
Memberships
  • State Bar of California
  • New York State Bar Association
Multimedia
  • Video: A Battle of Experts - Interpreting Deepening Insolvency [5 min.]
  • Video: Electronic Discovery - Keeping an Eye on Compliance [5 min.]
Publications
  • Co-Author: "On Tap:  The Government's Use of Wiretaps in Insider Trading Prosecutions Shows a Willingness to Use Nontraditional Methods of Investigation" - Los Angeles Lawyer, April 2012
  • SEC's 2013 Budget Request Sheds Light on its Enforcement and Disclosure Priorities
  • Highlights from SEC Speaks
  • The SEC's New Cybersecurity Disclosure Guidance
  • District Court Denies Rajaratnam's Bid to Overturn his Verdict 
  • Massachusetts First to Regulate Use of Expert Network Services
  • Securities Litigation Risks for Public Companies Arising From the Dodd-Frank Wall Street Reform and Consumer Protection Act
  • Court Allows Use of Wiretap Evidence in Galleon Insider Trading Case
  • Due Diligence in the Securities Litigation Reform Era
  • Defending Securities Class Actions, ALI-ABA Securities Litigation Publication
  • Editor, Securities Reform Act Litigation Reporter
Speeches & Programs
  • A New Era of Federal Prosecutions: Challenges for Main Street and Wall Street, New York, February 2012
  • Orrick Insider Trading Roundtable:  A New Era of Federal Prosecutions, Silicon Valley, July 2011
  • AICPA Forensic Accounting Conference 2011, Insider Trading Investigations: Best Practices in Internal Investigations, Takeaways from the Rajaratnam Case, and the Government's New Insider Trading Initiatives, Chicago, September 2011
  • AICPA Forensic Accounting Conference 2011, Navigational Skills for the Forensic Accountant, Chicago, September 2011

Related Practice Areas

  • SEC & Regulatory Investigations & Enforcement Actions
  • Securities Class Actions
  • Securities Litigation & Regulatory Enforcement
  • Mergers & Acquisitions Securities Litigation
  • Derivative Suits
  • Counseling & Compliance
  • Corporate Governance

Education

  • J.D., Seton Hall University School of Law, 1998
  • B.A., English, Clemson University, 1993


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.


Seth Goldman is a bankruptcy partner in the Los Angeles office of Munger, Tolles & Olson.

Mr. Goldman’s practice includes representing debtors, creditors, and investors in corporate restructurings and litigation. He has represented Adelphia Communications, Corinthian Colleges, and Luna Innovations in their restructurings; the Official Committee of Equity Holders in the Syms/Filene’s Basement bankruptcy; and creditors and investors in the City of Detroit, Lehman, Calpine and Circuit City bankruptcy cases. Most recently, Mr. Goldman represented Berkshire Hathaway in the Residential Capital, LLC bankruptcies, Edison International in the Edison Mission Energy bankruptcies, the Texas Competitive Electric Holding debtors in the Energy Future Holdings bankruptcy cases, and served as pro bono counsel to the Pasadena Playhouse in its Chapter 11 reorganization.

Mr. Goldman is a contributing author to Collier on Bankruptcy®, a governor for the Financial Lawyers Conference, and regularly speaks on bankruptcy matters.

Mr. Goldman is a member of the American Bankruptcy Institute and Financial Lawyers Conference, and a member of the inaugural class of the Next Generation of the National Conference of Bankruptcy Judges.

Mr. Goldman is a graduate of the University of Chicago (B.A., 1994, Phi Beta Kappa) and Harvard Law School (J.D., 2002, magna cum laude).

Key Representations

  • TCEH Debtors 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, developing a restructuring strategy for the 86-year-old cultural institution that enabled it to confirm its reorganization plan and emerge from bankruptcy only two months after commencing its case.

Practice Areas

  • Financial Restructuring

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, political science, 1994) Phi Beta Kappa

Bar Admissions

  • California  Seth Goldman


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”).