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Current Topics in Professional Ethics for Accountants and Attorneys


Speaker(s): Brooke Bailey, Giovanna A. Ferrari, J. Michael Matthews, Lyndsey C. Heaton, Michael F. Donner, Sharon Selleck, Terra L. Reynolds, Terry Lloyd, Tim Sherman
Recorded on: Jul. 14, 2016
PLI Program #: 145842

Ms. Ferrari is a partner in the Litigation Department of Seyfarth Shaw LLP. She has counseled and represented clients in all phases of litigation, including at trial, at temporary restraining/injunction proceedings, at mediation, in AAA, JAMS and NASD/FINRA arbitrations, at EEOC proceedings, and in appellate proceedings. Ms. Ferrari is experienced in state and federal class action defense.

Ms. Ferrari specializes in commercial and business litigation effecting all industries with a   special focus on the retail/hospitality and financial services industries. Ms. Ferrari defends companies against commercial contract disputes, fraud and misrepresentation claims, common law and statutory business tort claims, California statutory consumer fraud claims, indemnity and contribution claims, and construction contract claims. Ms. Ferrari is also experienced in employment litigation (including defense of wage and hour class actions, discrimination and harassment claims, and California Labor Code violation claims, and prosecution of trade secret claims).

Ms. Ferrari is an active member of the office Marketing Committee and the Women’s Affinity Group.

Education 

J.D., University of San Francisco School of Law (2003)
magna cum laude

B.A., University of California, Los Angeles (2000)

Admissions

California

  • Courts
  • California Supreme Court
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. District Court for the Central District of California
  • U.S. District Court Eastern District of California
  • U.S. District Courts for the Northern District of California

Affiliations

Association of Business Trial Lawyers California Women’s Leadership Roundtable Cycle for Survival

  • Representative Engagements
  • National litigation and trial counsel for two financial services companies; Member Preferred Firm Relationship Partner/Team (2012-Present)
  • Representing nationwide retailer at trial against wrongful termination and defamation claims (Pending)
  • Lead counsel for 97 Defendants and representing 10 hotels in antitrust and business tort class action related to claims by taxi-cab driver that hotels have interfered with opportunity to obtain guest fares (Pending)
  • Representing nationwide retailer at arbitration against gender discrimination claims (Pending)
  • Representing property owners against premises liability, wage and hour, and Labor Code violation claims (Pending)
  • Defending nationwide retailer in two California state consumer fraud class actions where plaintiffs allege products were misbranded and falsely labeled as being organic and/or natural. (Pending)
  • Dismissal of nationwide consumer fraud class action alleging products were misbranded and falsely labeled as being organic, natural, GMO-free, and/or containing ingredients identified by defendants as unacceptable on company website. Gedalia v. Whole Foods Market Services, Inc., --- F.Supp.3d ---, 2014 WL 5315030 (S.D. Tex. Sept. 30, 2014),
  • Advising nationwide retailer regarding website representations related to “healthfulness” of products.
  • Obtained summary adjudication of $29 million fraud claim in government contract dispute; obtained dismissal of $1.4 million breach of contract claim as a matter of law following six day federal court jury trial (2012-February 2014)
  • Represented underwater robot manufacturer in AAA arbitration regarding a $6 million breach of contract claim and a $9 million breach of contract cross-claim (April 2014)
  • Obtained Temporary Restraining Order against accountant placement agency for misappropriation of trade secrets following temporary injunction proceedings (April 2013)
  • Obtained dismissal of class action complaint alleging unsuitable sale of annuities to seniors at motion to dismiss stage (decision published at Von Merta v. Allstate Life Insurance Co., 2012 WL 5519203 (N.D. Cal. November 14, 2012))
  • Obtained Temporary Restraining Order and Preliminary Injunction against computer software development conglomerate for misappropriation of trade secrets following temporary injunction proceedings and three-day preliminary injunction hearing (February- June 2012)
  • Represented insurer in $2 million subrogation dispute through pre-trial state court jury trial proceedings (2011-2012)
  • Obtained summary adjudication of punitive damages and attorneys’ fees claims in $5 million breach of contract and bad faith case leading to nominal settlement and dismissal with prejudice during pre-trial proceedings (2010-2011)
  • Defeated $200,000 sanctions request related to e-discovery production techniques following one-day evidentiary hearing where opening, closing and expert testimony were presented (2011)
  • Obtained TRO against highly publicized trade secret case against CEO of publically traded company (2010)
  • Obtained dismissal of class action complaint alleging statutory consumer fraud claims at initial pleadings stage (2010)
  • Prosecuted breach of fiduciary duty and breach of contract claims through nine week state court bench trial and represented client in initial state court appellate proceedings (2008-2010)
  • Obtained defense verdict for title company affiliate sued for trade secret misappropriation following ten week state court jury trial (successfully represented client in two week bench trial on bifurcated issues) (2008-2009)
  • Obtained favorable settlement for Clark County, Nevada with respect to multi-million dollar construction contract claims following exclusion of expert witness from Federal Court proceedings (also represented client in AAA arbitrations) (2007-2009)
  • Defended owner in construction breach of contract dispute in two week AAA arbitration (2007)
  • Defended $3 million breach of contract claim at four week federal jury trial and in initial Ninth Circuit appellate proceedings (2006-2007)
  • Defended annuity issuers in Multi-District Litigation and coordinated California class actions against allegations of unsuitable sale of annuities to seniors (2005-2007)
  • Obtained favorable verdicts following two state court bench trials (bifurcated proceedings) involving indemnity and subrogation claims (2006)
  • Obtained favorable verdict following state court bench trial involving indemnity claim (2005);
  • Obtained favorable verdicts for investment advisors against consumer complaints before NASD Panels (2004; 2005)

Publications/Presentations

Consumer Class Action

  • Presenter,“State of Consumer Class Litigation­Seyfarth’s Class Action Webinar Series,” (April 2015)
  • Individualized Inquiries Predominate in Call Recording Cases: California Court of Appeal Affirms Denial of Class Certification in Call Recording/Privacy Case Because Individual Issues Predominate Regarding Each Putative Class Members’ Expectation of Confidentiality (February 2014)Von Merta v. Allstate Life Insurance Co., 2012 WL 5519203 N.D. Cal. (November 14, 2012)
  • Eighth Circuit Rules that Class Action Fairness Act Removal Requires Only “Plausible”
  • Evidence of Amount in Controversy (July 2013)
  • “Consumer Statutes Retailers Need to Know,” Retail White Paper (2010, 2011) “Important Consumer Statutes for Retailers”, Presenter, 2011 Multi­Channel Marketing Summit (2011)
  • Trade Secret Misappropriation
  • “Measuring Economic Damages When Trade Secrets Are Misappropriated,” Presenter 2013 AICPA Conference (November 2013)
  • Construction
  • “How to Win a Construction Arbitration,” Legal Advisory Committee Magazine, Associated General Contractors of California
  • “California Cumulative Supplement,” State-by-State Guide to Architect, Engineer, and Contractor Licensing update
  • “Make Sure You Submit Accurate Claims on Public Projects,” Cost Engineering Magazine CEB Action Guide: Handling Construction Disputesupdate
  • “Building Code Compliance—Who Is Responsible?,” Presenter Lorman Training (2008, 2009, 2010)
  • “Understanding the American Recovery and Reinvestment Act of 2009”, Presenter AGC Annual Legal Retreat (2009)

Externships

Justice Joyce Kennard (California Supreme Court); Judge Saundra Brown Armstrong (United States District Court, Northern District California); Securities and Exchange Commission


J. Michael Matthews has over thirty-five years experience as a trial lawyer, with expertise in a wide variety of areas, including partnership and corporate disputes, professional liability claims, and commercial, real estate and construction cases. He is a member of the American Board of Trial Advocates and has tried over forty jury and court trials involving law firm dissolutions and accounting, breach of contract, fraud, professional malpractice, construction defect, delay, and/or mechanics' lien claims, product liability and insurance coverage (including bad faith).

Mr. Matthews has taught real estate law in the M.B.A. program at Golden Gate University, has written articles regarding real estate, construction and partnership issues, and has lectured on a variety of subjects including litigation skills, insurance coverage issues, and partnership accounting and dissolution. He has lectured at the national convention of the American Institute of CPAs regarding accounting for partnership dissolutions, and has presented multistate construction seminars for the construction trade, including Lorman's California Construction Law, Continuing Education of the Bar courses, National Business Institute Seminars, Federal Publications Seminars, and the Practicing Law Institute. He presents the Attorney/Accountant Ethics portion of the Practicing Law Institute's summer program "Basics of Accounting for Lawyers." He is a contributing author for "Advising California Partnerships, 3rd Ed." He has served as an expert witness or mediator in cases involving a variety of issues, and as a judicial arbitrator/mediator for Bay Area superior courts.

Education

Mr. Matthews graduated from Yale University in 1973 with a Bachelor of Arts degree.

He received his J.D. from Georgetown University of Law Center in 1976.


Michael F. Donner is a partner in Hanson Bridgett LLP’s Litigation Practice Group.  He represents companies and individuals in a broad spectrum of commercial matters, including those pertaining to accountant liability.  Michael has an established record of litigating disputes to successful conclusions and negotiating consensual resolutions under the most acrimonious of circumstances.

American Lawyer Media named Michael one of the nation's "Top Rated Lawyers in Commercial Litigation" and one of the San Francisco Bay Area's "Top Rated Lawyers."  Michael also was selected as a "Lawyer of Distinction" (a designation representing the top 10% of all litigation attorneys in the United States) and honored by Thompson Reuters as a Northern California "Super Lawyer."

 


Sharon Selleck has over 25 years of experience in public accounting, performing audits of financial statements for both publicly traded and privately held companies. Her experience includes audit, general accounting, and financial reporting services for a variety of industries from technology companies and wholesale distributors to not-for-profit entities.

Sharon is responsible for BPM’s compliance with regulatory peer reviews, Quality Control standards, and monitoring of the quality control in the firm’s Assurance practice. She also issues quarterly technical updates on new and proposed standards to BPM staff and is involved in staff trainings during the year.

Education & Professional Credentials:

  • BS/Business Administration/Accounting – University of California, Berkeley
  • CPA, State of California

Professional Affiliations:

  • Member – California Society of CPAs (CalCPA)
  • Member – American Institute of Certified Public Accountants (AICPA)
  • Member of the Peer Review Oversight Committee of the California State Board of Accountancy


Terra Reynolds, a litigation partner and former federal prosecutor, represents clients in white collar criminal defense, internal and government investigations, and complex litigation matters, particularly within the healthcare and life sciences industry.

Ms. Reynolds represents multinational pharmaceutical and medical device companies, market-leading domestic healthcare companies, and individual executives. She regularly represents clients before:

  • The US Department of Justice (DOJ)
  • US Department of Health and Human Services Office of Inspector General (HHS OIG)
  • US Food and Drug Administration (FDA)
  • She helps clients navigate matters involving:
  • The False Claims Act (FCA)
  • Anti-Kickback Statute (AKS)
  • Food Drug and Cosmetic Act (FDCA)
  • Foreign Corrupt Practices Act (FCPA)

Ms. Reynolds draws on extensive experience litigating complex federal matters, having tried more than a dozen federal criminal cases and having led numerous complex investigations. She also has briefed and argued matters before the US Court of Appeals for the Seventh Circuit.

Ms. Reynolds served for more than a decade as an Assistant US Attorney in the Northern District of Illinois, most recently as a Deputy Chief.

Ms. Reynolds is an adjunct professor of trial advocacy at Northwestern University School of Law and is a member of Latham’s Chicago Women Enriching Business committee.


Tim Sherman has nearly twenty years of experience applying accounting, financial, and economic principles in various dispute and non-dispute contexts.  He has performed valuations, calculated damages, and analyzed complex accounting issues in a variety of industries, including entertainment, technology, financial services, and aerospace.   He has managed large teams for litigation and investigation related projects.  Mr. Sherman’s work has involved writing expert reports pursuant to FRCP Rule 26, preparing complex damage schedules, assisting with discovery (e.g., document requests and depositions), and preparing for trial.  Mr. Sherman’s experience includes:

  • Investigating misstatements in publicly filed financial statements and determining the impact of misstatements on previously issued financial statements.
  • Calculating damages and identifying and interpreting accounting guidance related to inventory valuation in a dispute regarding the price paid in a business acquisition.
  • Evaluating auditor compliance with generally accepted auditing standards related to the recognition of fictitious revenues and cash balances.
  • Calculating lost profits and reasonable royalties in multiple patent infringement disputes.

Education

  • B.A., Pomona College
  • M.B.A., the Stern School of Business at New York University

Professional Designations

  • Certified Public Accountant (CPA) - California
  • Accredited in Business Valuation (ABV) - AICPA


Brooke is a Director in BPM’s Valuation Services group and brings more than 20 years of financial advisory and valuation experience to the practice.  Prior to joining BPM, she was a Managing Director with The Brenner Group, where she conducted hundreds of valuation engagements for private emerging growth companies, primarily for stock-based compensation purposes.  She has done additional work in the areas of gift and estate tax and complex security valuations.  Her diverse client base spans many industries, with a concentration on the technology sector.

Brooke has held finance positions in the San Francisco Bay Area at Duke Capital Partners, a commercial real estate investment firm; Gridstone Research, a venture-backed financial data platform; and Instream Partners, a financial advisory boutique.  She has previous experience in private equity investing for funds affiliated with FBR & Co. in the Washington, D.C. area.

Education

  • MBA – Georgetown University
  • Bachelor of Science in Economics – Bryn Mawr College

Seminar

Demystifying Valuations for Venture-Backed Companies

Bailey, Brooke; Heath, John; Hofmann, Gunther

Educational Seminar for Attorneys, Approved for 1.5 hours of Minimum Continuing Legal Education credit by the State Bar of California

Professional Affiliations

  • Brooke is a CFA charterholder and member of the CFA Society - San Francisco (CFASF).


Lyndsey C. Heaton is a partner in the Brand Integrity and Innovations Group, the Litigation and Appeals group, and the Intellectual Property group. Ms. Heaton specializes in high stakes intellectual property litigation involving, trade secrets, trademarks, unfair competition, copyrights, patents, counterfeiting, and intellectual property theft. She also has a broad range of experience prosecuting and defending complex, commercial litigation. She has tried both bench and jury cases in the state and federal courts of California and New York and has handled appeals to the Ninth and Second Circuits.

Ms. Heaton counsels clients on strategies to protect their brands through unique and effective enforcement mechanisms. Ms. Heaton’s work focuses on trademark infringement, the sale of counterfeit goods, and employee frauds. Ms. Heaton has experience working with clients across all industries including: enterprise technology, networking, consumer electronics, wearable technology, internet service providers, textile manufacturing, industrial manufacturing, securities, and financial payments technology.

Prior to joining Sideman & Bancroft, Ms. Heaton was an associate at Hosie Rice LLP and Morgan Lewis and Bockius LLP, in San Francisco, where she concentrated on complex commercial and intellectual property litigation. While at Morgan Lewis, Ms. Heaton was a key member of a trial team that succeeded in obtaining a $70 million judgment for her client, one of the top 10 jury verdicts in California for 2016.

Ms. Heaton earned a bachelor’s degree in Economics from the University of California, Berkeley, and then graduated from Columbia University School of Law, where she served as an editor for the Columbia Journal of Gender and Law. While in law school, Ms. Heaton also served as a judicial extern for the Hon. Elizabeth S. Stong, U.S. District Court for the Eastern District of New York, Bankruptcy Court.

Ms. Heaton is admitted to practice in California and New York.


Terry Lloyd, CPA, CFA is a financial analyst with a practice specializing in finance and accounting matters in tax, dispute, and transaction settings.  He is also an arbitrator for the AAA, FINRA, and under court appointment.  He is a CPA and Chartered Financial Analyst (CFA) and has published widely, including portions of a law school text on accounting and has guest lectured for both law schools and graduate business schools.  Mr. Lloyd has been qualified as an expert on valuation, finance, accounting, and damages in courts, arbitration forums, and the International Court of Arbitration.  He also once deposed another CPA. 

Mr. Lloyd’s work has taken him to Europe, the Caribbean, and Latin America.  His clients include law and accounting firms, private equity investors, the SEC, and the IRS.

Mr. Lloyd holds a BA in accounting (magna cum laude) and an MBA in finance.  He is a shareholder in the consultancy Finance Scholars Group and was previously a partner with BDO Seidman and a managing director with the Huron Consulting Group.