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Pocket MBA 2019: Finance for Lawyers and Other Professionals


Speaker(s): Anna T. Pinedo, Bruce M. Buchanan, Charles K. Blank, Daniel L. Stein, Elene Karanicolas, Geoffrey R. Chepiga, Howard M. Berkower, Isabella I. Wezdecki, Jake S. Tyshow, James Batson, John Cristiano, Lorin L. Reisner, Lorraine S. McGowen, Philip J. Antoon, Ramya S. Tiller, Richard Ross, Rick Antonoff, Tiago Duarte-Silva
Recorded on: Nov. 25, 2019
PLI Program #: 253248

Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer and specialty finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

In the derivatives area, Anna counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Anna has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock and off-balance sheet structures. She also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of the leading capital markets treatise, Corporate Finance and the Securities Laws, published by Wolters Kluwer (6th Ed., updated 2020); co-author of A Deep Dive Into Capital Raising Transactions, published by the International Financial Law Review (2020); co-author of JOBS Act Quick Start (International Financial Law Review, 2013; updated 2014, 2016); contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US (International Financial Law Review, 2012; updated 2014, 2016); co-author of Liability Management: An Overview (International Financial Law Review, 2011, updated 2015); co-author of Structuring Liability Management Transactions (International Financial Law Review, 2018); co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, third ed. 2016, fourth ed. 2020). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2020), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna is a member of the American Bar Association's (ABA) Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, chair of the subcommittee on Securities Registration, chair of the subcommittee on Annual Review, and a member of the task force on the future of securities regulation.

She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to the definition of accelerated filer and smaller reporting company, amendments to the accredited investor definition; amendments to the exempt offering framework; and various JOBS Act-related and disclosure effectiveness related matters. Anna also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments. Anna is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee. She is a member of the Mortgage Bankers Association's Mortgage REIT Council and a member of the MBA's Secondary & Capital Markets Committee.

Anna is an adjunct professor at the George Washington University School of Law and member of the George Washington University Center for Law, Economics & Finance Advisory Board. She is a member of the Visiting Committee of the Law School of the University of Chicago. Anna was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.



Bruce Buchanan has over 25 years of restructuring, strategic corporate finance and debt capital advisory experience across a broad spectrum of industries, products and markets. His experience includes advising and assisting companies, private equity sponsors and other stakeholders in all phases of crisis management and restructuring, evaluating strategic alternatives and effectuating a wide array of value maximizing initiatives. He has advised on complex debt restructurings in both a public and private company context and has arranged over $30 billion in distressed and special situations capital commitments.

Prior to joining Oppenheimer, Mr. Buchanan was Head of PwC’s Debt Capital Advisory practice. His prior experience also includes Head of Restructuring and Strategic Finance Originations at Morgan Stanley and GE Capital, and Head of Strategic Finance and Global Restructuring team leader at RBS Securities. Mr. Buchanan has significant experience in restructuring and strategic planning, including the preparation of business plans, evaluation of cash flow and working capital management, and implementation of liquidity enhancement and cost transformation initiatives. Over the course of his career his responsibilities have included evaluating the full spectrum of strategic alternatives, advising on all phases of business planning and restructuring, capital raising and recapitalization solutions, including covenant relief, amend and extend negotiations, and liability management or distressed exchange transactions.

Mr. Buchanan has worked with clients across multiple industries, including consumer & retail, healthcare, power & energy, oil & gas services, steel, natural resources, chemicals and general industrial manufacturing, transportation, including shipping, rail, trucking and airlines, technology, telecommunications and media, real estate and business and financial services.

Mr. Buchanan is a Certified Public Accountant, holds an M.B.A. in Finance from New York University, and FINRA Series 24 (Principal) securities license. He is a Certified Insolvency Restructuring Advisor, member of the American Bankruptcy Institute and a frequent speaker at various corporate finance and restructuring conferences, including the iGlobal Forum, Turnaround Management Association and VALCON Conferences.  He was awarded the 2017 Gold Medal from the Association of Insolvency & Restructuring Advisors and was listed among “People to Watch” by the Turnarounds and Workouts publication.


Charles K. Blank has over twenty years of experience providing accounting and litigation and dispute consulting services to clients.  Charles advises clients on matters involving complex accounting issues under US GAAP and IFRS and has assisted companies with technical accounting consultations, post-acquisition disputes, forensic investigations, damages analysis, and implementing new accounting standards.

Charles has been qualified as an expert, reported to in-house and outside counsel,  boards of directors, senior management, and auditors. The financial and forensic accounting investigations that Charles has led have included those involving white-collar crime and whistleblower allegations. Also, he has acted as a neutral arbitrator and provided expert and consulting services on numerous post-acquisition disputes involving working capital, earnouts, and representations and warranties claims.

Prior to joining Grant Thornton, Charles was a Director in the Accounting and Financial Consulting Practice at Huron Consulting Group. Previously, he was an Audit Manager in the Technology, Media and Telecommunications practice with Deloitte & Touche LLP serving public and private companies and he was also an Analyst at Moody’s Investors Service where he analyzed the impact of accounting on fundamental credit analysis used to determine issuer credit ratings.

Professional qualifications and memberships

  • Certified Public Accountant (New York)
  • Chartered Financial Analyst
  • American Institute of Certified Public Accountants
  • New York State Society of Certified Public Accountants

Education

Northwestern University, Bachelor of Arts – Economics


Dan Stein is a partner in Mayer Brown's New York office. He leads the firm’s global Regulatory & Investigations group and is a co-leader of the White Collar Defense & Compliance group. 

Dan focuses his practice on representing and counseling financial services firms. He has extensive experience in regulatory enforcement, government and internal investigations, white collar criminal defense and complex civil litigation. He counsels corporate and individual clients in a range of complex issues, including US Securities Exchange Commission and Financial Industry Regulatory Authority investigations and enforcement actions.

Prior to joining Mayer Brown, Dan was Chief of the Criminal Division for the United States Attorney’s Office for the Southern District of New York (SDNY). He assumed that position in July 2015, after serving as Chief Counsel to the US Attorney since July 2014.  Dan's decade-long career with the US Attorney’s Office in New York included two terms of duty. He first joined in 2003, where, as an assistant US attorney, he investigated and prosecuted cases involving a wide range of federal crimes, including those involving companies in the financial services industry. In this role, he represented the United States in several significant criminal public corruption cases. From 2009 to 2011, he served as chief of the office’s Public Corruption Unit, where he was the principal trial counsel in more than a dozen criminal trials and argued numerous appeals in the US Court of Appeals for the Second Circuit.  In 2014, Dan rejoined the US Attorney’s office, serving as chief counsel to the US attorney before stepping into his most recent role, where he oversaw all of the SDNY's criminal prosecutions and investigations.

Between stints in the SDNY, Dan spent several years in private practice, where he handled criminal and regulatory matters for a number of major financial institutions and other clients.

Earlier in his career, Dan clerked for the Honorable Leonard B. Sand of the United States District Court for the Southern District of New York. He earned a JD from Yale Law School and graduated Phi Beta Kappa from Columbia University.


Dr. Tiago Duarte-Silva is a testifying expert who advises on damages assessments and in disputes involving financial markets.  He is also an Adjunct Professor at Boston College, where he teaches valuation.  Over the past two decades, he has focused on damages, valuation, and related issues, while in investment banking and at CRA, where he has provided written and oral testimony or expert advice in more than fifty cases. 

He has provided expert opinions and testified at trial, hearing, and deposition in domestic and international arbitration, in foreign litigation, in US litigation (federal and state courts), and before the US Department of Commerce. 

Dr. Duarte-Silva has worked on behalf of corporations and their officers and directors, sovereign states and entities, private equity firms, financial institutions, auditors, the Securities and Exchange Commission, and other US and foreign regulators.  His case experience spans various industries, including financial services, technology, pharma, and telecoms, in addition to considerable experience in energy and natural resources, including mining and oil & gas. 

His expertise in commercial and investment disputes focuses on lost value or profits due to direct or indirect expropriation, breach of contract or representations, and irreparable harm, as well as valuations related to countervailing duties, appraisal actions, minority shareholder oppression, and various kinds of M&A disputes. 

He also has considerable experience in securities and other financial markets disputes, such as advising on market manipulation matters, fraud-on-the-market assessments, damages or settlement analyses within Rule 10b-5 and Section 11 matters, and insider trading. 

Dr. Duarte-Silva frequently writes and presents about damages and other economics themes, and has published in various outlets.  He has also refereed articles for peer-reviewed journals.  He has been a speaker at MIT, Harvard Law School, law firms, and other institutions. 

He chairs the American Bar Association’s Damages subcommittee of the Alternative Dispute Resolution committee and co-chairs the Expert Witness subcommittee of the Commercial and Business Litigation committee.  He is on the Advisory Boards to the ICCA-ASIL Task Force on Damages in International Arbitration and to the Boston International Arbitration Council. 

He is a native speaker of Portuguese, conversant in Spanish, and has a reading knowledge of French.


Elene Karanicolas is a Managing Director in the New York Forensic practice of Deloitte Financial Advisory Services LLP. Elene is a certified public accountant and has been providing auditing, forensic and consulting services for over twenty years to both domestic and global clients in a variety of industries including, life sciences, financial services, real estate, manufacturing, industrial products, investment management, telecommunications, retail, service, and aerospace and defense. She has provided forensic and litigation consulting services on a number of engagements involving forensic accounting, anti-competition investigations, corruption investigations, corporate investigations, fraud-risk assessments, buy-sell disputes, international arbitrations, and securities litigations.

Elene specializes in buy/sell and arbitration matters. She has led engagements involving preparing closing statements, analysis of accounting issues, and strategizing and developing statements of positions for presentation to arbitrators. The matters have also included advising clients on crafting purchase price adjustment provisions including Working Capital and Earn-Out provisions for acquisition agreements. She has also led neutral arbitrations matters involving making a binding determination on complex purchase price adjustment disputes and earn-out disputes. Other issues handled during arbitrations include discovery, breach of representation, and fraud claims.

Certified Public Accountant – Licensed in the state of New York

Professional Affiliations

  •  New York Society of Certified Public Accountants
  • American Institute of Certified Public Accountants

Education

 Queens College, City University of New York: Bachelor of Arts in Accounting and Information Systems (summa cum laude)


Isabella Wezdecki is an Assistant General Counsel in the Law Department at Johnson & Johnson. She has over 20 years of corporate and large legal firm experience with regulated industries.

Ms. Wezdecki joined Johnson & Johnson in 2001 and was named Assistant General Counsel in 2006. She has supported, in the role of board lawyer, several medical device companies within the J&J Family of Companies. She currently primarily supports Business Development for the Consumer sector and her responsibilities include providing strategic legal advice on, and drafting and negotiating agreements for, a variety of business initiatives (e.g., divestitures of global businesses and product lines; joint ventures; acquisitions of private as well as public companies (both domestic and foreign) and assets; distribution, supply and other complex commercial arrangements).

Prior to joining Johnson & Johnson, she worked in the law firms of Morgan, Lewis & Bockius and Proskauer Rose, in their respective New York City offices. She is a member of the American Bar Association and the Association of Corporate Counsel.

Ms. Wezdecki received a B.A. degree from Rutgers University (philosophy and psychology) and a J.D. degree from New York University School of Law. She is admitted to practice in NY and NJ.


Jake S. Tyshow is a managing director in the Financial Accounting Advisory Services (FAAS) group, focusing on Capital Markets and SEC reporting.  Prior to joining EY in 2015, Jake spent three years as senior capital markets counsel in the legal department of a Fortune 20 company and nine years in the corporate department of a leading New York law firm, advising primarily on US and cross-border capital markets and public M&A transactions.  Jake advises clients on SEC reporting matters and IPOs and other capital markets and public-private M&A transactions.

Jake holds a BS in International Relations from the London School of Economics, a JD from the University of Virginia School of Law and an MS in Accounting from the Whitman School of Management (Syracuse University).


John Cristiano is a Partner with Grant Thornton’s Transaction Advisory Services. He is a highly skilled senior financial executive and team leader with over 20 years of experience analyzing companies and industries and delivering value-added, actionable advice to clients to help them make more informed business decisions. Cristiano has completed over 200 M&A due diligence engagements exceeding $20 billion in transaction value for private equity and strategic corporate clients across a spectrum of industries, including financial services, technology/media, manufacturing, retail, and aerospace and defense. He has extensive experience in mergers, acquisitions, and divestitures including buy- and sell-side due diligence, performance analysis and improvement, forecasting and modeling, integration/separation, and enterprise valuation.

Before joining Grant Thornton, Cristiano was a managing director of corporate finance with FTI Consulting. Earlier, he was an equity analyst with UBS Investment Bank, Robertson Stephens and Prudential Securities. He began his career at Ernst & Young. 

Industries

  • Financial services
  • Manufacturing
  • Technology
  • Aerospace and defense
  • Retail

Service experience

  • Advisory
  • Transaction advisory

Professional qualifications and memberships

CPA — New York


Lorin L. Reisner is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. He has almost three decades of experience in senior government and private sector positions.

From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney's Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and cybercrime, public corruption, terrorism and violent crime.

From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. While at the SEC, Mr. Reisner helped oversee and implement the most significant reorganization of the Enforcement Division in more than thirty years and helped lead the Commission’s most significant enforcement matters. From 1996 through 2009, Mr. Reisner was a litigation partner at an international law firm based in New York.

Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.


Lorraine S. McGowen is a restructuring partner at Orrick, a leading global law firm focused on serving the financial, energy & infrastructure and tech sectors.   One of IFLR1000’s Leading Lawyers, she is a seasoned legal practitioner and business advisor involved in the most complex transactions where parties are seeking to maximize recoveries or reduce liabilities.

She is a member of Orrick’s Management Committee and Partner in Charge,  Diversity, Equity & Inclusion.  Lorraine also co-leads Orrick's Automotive Technology & Mobility Group.

Recent engagements include representing Toyota (one of the largest creditors with more than $7 billion in claims) in the highly complex global restructuring of Takata Corporation, one of the largest manufacturers and distributors of automotive safety systems, including airbags; representing financial institutions in connection with Puerto Rico’s $70 billion restructuring; representing VMware in connection with the assumption of its vendor contracts and enforcement of its claims in the chapter 11 reorganization of  Windstream and its subsidiaries; and representing several alternative energy PPA counterparties in connection with the assumption of their power purchase agreements and enforcement of their claims in the PG&E chapter 11 bankruptcy case.

As a leading D&I advocate, McGowen creates programs for the legal profession and the community.  She has been recognized as an MCCA Rainmaker, Savoy’s Most Influential Black Lawyers in 2018 and 2015, and Savoy’s Most Influential Women in Corporate America   and received the National Bar Association’s Outstanding Woman at a Majority Firm, NYC Bar Association’s Diversity Champion Award and Legal Outreach’s Pipeline to Diversity Champion Award.

McGowen received her B.S.F.S. from Georgetown University School of Foreign Service, and her J.D. from Columbia University School of Law.

 

 

 


Richard Ross is a partner involved in the firm's corporate and securities practice areas, with extensive experience in mergers and acquisitions and other complex corporate transactions. He has represented companies, private equity funds, hedge funds and investment banks in public and private mergers, acquisitions, divestitures, takeovers (negotiated and contested), leveraged buyouts, spin-offs, strategic investments and joint ventures, as well as debt and equity financings, including venture debt and intellectual property-backed financings, in a wide variety of U.S. and cross-border transactions. He also counsels clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance and disclosure issues.

Richard has worked frequently with clients in the technology, media and entertainment and financial services industries, including:

  • Goldman Sachs
  • Microsoft Corporation
  • Google Inc.
  • Fortress Investment Group
  • Brightwood Capital Advisors
  • Combs Enterprises


Rick Antonoff is a Partner in the Finance, Bankruptcy and Restructuring practice at Blank Rome LLP in New York City.  Rick represents global banks and other financial institutions, direct lenders, private equity and alternative investment firms, landlords, intellectual property licensors and licensees, trade creditors and other parties in bankruptcy proceedings, out-of-court restructuring, M&A transactions and commercial litigation.  His clients are secured and unsecured creditors, strategic and financial buyers of distressed companies, lenders, foreign receivers in cross-border cases and defendants in preference and fraudulent transfer cases and mediation.

Rick is a member of the Bankruptcy and Corporate Reorganization Committee of the New York City Bar Association where he also Co-Chairs Puerto Rico Task Force. He has been an observer at the United Nations Commission on International Trade Law (UNCITRAL) Insolvency Working Group sessions since 2014.  He earned his law degree with honors from Cardozo Law School where he was a Law Review Editor and a bachelor of arts degree from Harpur College at Binghamton University.


A partner in the Litigation Department and co-deputy chair of the Securities Litigation and Enforcement Group, Geoffrey Chepiga represents clients in a variety of litigation and regulatory matters, including mergers and acquisitions litigation, fiduciary duty cases, securities fraud cases, and criminal and civil investigations.

Geoff was recognized in the 2020 edition of The Legal 500 US as a Leading Lawyer in M&A Litigation: Defense and a Recommended Lawyer in Securities Litigation: Defense.

Geoff's recent matters include representing LVMH in its merger dispute with Tiffany, Inc.; SAC Capital (now Point72 Asset Management) and Steven A. Cohen in criminal and regulatory proceedings, as well as civil litigations, arising out of claims of insider trading; several acquirers and targets in M&A litigation, including Ariad Pharmaceuticals, Restaurant Brands International, CSRA, Inc. and UCP, Inc., among others; the former directors of a major healthcare company in the dismissal of a putative class action brought by shareholders alleging disclosure-related claims related to an acquisition; the Special Committee of the Board of Directors of Pattern Energy Group in connection with several litigations brought by shareholders concerning its merger agreement with Canada Pension Plan Investment Board (CPPIB); former Directors and Officers of Bioverativ in Delaware Chancery litigation concerning the sale of Bioverativ to Sanofi; and the Independent Directors of Empire Resorts in shareholder litigation asserting breach of fiduciary duty claims relating to a take-private acquisition of Empire, among others.

Geoff was named to the French-American Foundation’s 2019 U.S. class of Young Leaders. Created in 1981, the Young Leaders program is a prestigious two-year transatlantic leadership program that brings together a group of 40 French and American rising stars under 40, from an array of sectors to forge bonds and help address global challenges.

Geoff also maintains a significant pro bono practice, a highlight of which is his representation, as co-counsel with the America Civil Liberties Union (ACLU), of thousands of children and parents who were forcibly torn from each other under the Trump administration’s illegal practice of separating families at the southern border. The matter, filed in U.S. District Court in Arizona, followed a nationwide injunction entered in June 2018 blocking family separations, also as a result of a lawsuit filed by the ACLU.

In addition, Geoff also has been representing a class of individuals with mental disabilities residing in so-called adult homes in New York City. The class sued the state of New York, claiming that these homes violated the “integration mandate” of the Americans with Disabilities Act (ADA). After ten years of litigation, the parties reached a landmark settlement to end the state’s decades-long discrimination.

Geoff received his J.D. from Yale Law School and his B.A. from Yale University. He also has an M. Phil from the University of Cambridge. Prior to joining Paul, Weiss, Geoff clerked for the Hon. Dennis Jacobs of the United States Court of Appeals for the Second Circuit and for the Hon. Naomi Reice Buchwald of the United States District Court for the Southern District of New York.


A trusted corporate advisor to businesses of all types and sizes, including start-ups and seasoned companies, Mr. Berkower builds long-term client relationships by first listening to clients to understand their goals and then delivering creative, yet practical advice and solutions in a cost efficient manner. Drawing on his extensive business experience as a certified public accountant before having attended law school, Mr.

Berkower makes his clients’ goals his top priority, and specifically tailors a desired result for each individual client, including private companies, public companies, private equity funds, buyout funds, venture capital funds, hedge funds, mezzanine funds, public and private companies, financial institutions and institutional investors.

Mr. Berkower provides his clients with a full range of corporate transactional legal services from the initial planning stages, negotiation and drafting of the legal documents to deal conclusion keyed to the organization’s strategic and financial goals.  He structures, negotiates, executes and implements private equity and venture capital investments, merger and acquisitions, capital raising activities including public offerings and private placements, fund formation and loan and debt financings.

Well-versed in the necessarily concomitant areas of corporate governance and securities regulations, Mr. Berkower assists public companies, executive officers, and hedge funds in complying with ongoing periodic reporting obligations under the federal securities laws.  He also advises boards of directors, board committees and senior management regarding corporate governance, fiduciary duty obligations and securities matters.


Since 1989, Philip Antoon has been assisting clients worldwide in the valuation of corporate entities and intangible assets, with in-depth focus providing these valuations for U.S. and international tax purposes, as well as U.S. financial reporting purposes.

Mr. Antoon assists companies of all sizes globally with valuations of legal entities and assets for: internal tax reorganizations and spin offs; related party IP transfers for U.S. and international transfers; intercompany debt issuances, transaction allocations for IRC Sections 338 and 1060; Section 280g; FIRPTA testing; gift and estate; interest expense apportionment;  partnership basis; cost segregation; NOL limitations and built-in gains; as well as estimating preferred coupon rates and debt interest rates.  Mr. Antoon has authored numerous articles regarding valuation issues related to valuations of entities and assets for U.S. tax purposes.

Mr. Antoon has in-depth experience providing fair value analyses for ASC 350 and 805 purposes, having valued reporting units and a wide array of intangible assets including customer relationships / contracts, patented technology, trademarks / trade names, proprietary know how, in-process research and development, franchise agreements, communications licenses, reserves, backlog, databases, and non-compete agreements.

Mr. Antoon also has in-depth experience in the valuation of fractional interests, preferred stock, options and debt, having performed these valuations for tax, financial reporting, restructuring, mergers and acquisitions, gift and estate, across a variety of industries.

Prior to joining A&M, Mr. Antoon was a Managing Director in the Valuation Services practice of PricewaterhouseCoopers, and was the Global Practice Leader of the Valuation Services Practice at Kroll prior to working at PricewaterhouseCoopers.

Mr. Antoon earned a bachelor of science degree in finance from West Virginia University.


James Batson is a Senior Investment Manager and Director of Business Development and Structuring-US and head of Omni Bridgeway’s New York office. Jim also assists his fellow Omni Investment Managers and Legal Counsel with formulating deal terms and structures. He monitors a multi-million-dollar investment portfolio and leads the company’s corporate outreach initiative working with decision-makers and influencers involved in legal, risk and capital management seeking non-resource financing for commercial lawsuits. Before joining Omni Bridgeway in 2014, Jim held roles as Chief Operating Officer and Consultant for two commercial litigation finance companies.  

Jim serves as a strategic partner, providing consultation on cases from initial review through final resolution. His guidance is drawn from 20 years of experience as a trial lawyer and senior partner with a prestigious plaintiff’s law firm that brought many of its cases on a contingent-fee basis. An accomplished litigator, Jim represented the plaintiff in Zubulake v. UBS Warburg, a case widely regarded as redefining parties’ e-discovery obligations in litigation. Jim proves to be a valuable resource for lawyers appearing in various jurisdictions. He has tried cases in federal and state court and before the American Arbitration Association, JAMS, FINRA and the Chicago Board of Trade. He also handled regulatory proceedings before the SEC, the NYSE and FINRA.

Jim frequently speaks about litigation finance at conferences, law firm seminars and other events. Jim received a B.A. in Economics and English from Cornell University, a J.D. from Fordham University School of Law, and an M.B.A. from Fordham University School of Business.


Ramya S. Tiller is a corporate partner based in the New York office. Ms. Tiller is in the Finance Group, and has experience in a broad range of financing transactions, including complex acquisition and leveraged finance transactions, such as the $5.385 billion financings related to the separation by spinoff of the Herc Rentals equipment business from Hertz and the financing aspects of Discovery’s $14.6 billion acquisition of Scripps Networks Interactive, fund finance transactions and other alternative capital transactions.

Ms. Tiller is ranked as a Next Generation Partner in Commercial Lending by The Legal 500 US (2020), where she has been described as an “ultimate professional,” and “highly rated.” She is also recognized as a Notable Practitioner in Banking by IFLR1000 (2020).Ms.Tiller is a frequent speaker on finance-related topics for the Practising Law Institute. Ms. Tiller joined Debevoise in 2007. She holds a B.A. LLB (Hons.) from the National Law School of India University in Bangalore, where she graduated third in her class in 2002. She received an LL.M. (Corporate Law) from New York University in 2005, where she was a Hauser scholar. Ms. Tiller is fluent in German.

Prior to joining the firm, Ms. Tiller worked for a leading Indian law firm in Mumbai, India. Between 2010 and 2012, she served as a member of the Finance group at an international law firm in Munich, Germany.