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Pocket MBA Summer 2013: Finance for Lawyers

Speaker(s): Andrew A. Wiederhorn, Catherine E. Moreno, Daniel V. Dooley, Sr., CPA, Douglas Bodel, Dubravka K Tosic, PhD, Edward T. Schultz, Jennifer L. Blouin, Katharine A. Martin, Kelly Richmond Pope, Kenneth P. Herzinger, Kirsten S. Aunapu, Neeraj Chawla, Ozan Karan, Philip Graves, Preethi Desa, Raj Tanden, Sally Ann Flood, Todd J. Rosen, William Brentani
Recorded on: Jun. 3, 2013
PLI Program #: 41749

Kelly Richmond Pope, Ph.D. CPA is an Associate Professor in the School of Accountancy and Management Information Systems at DePaul University, as well as, the founder of Helios Digital Learning, Inc., an education media company that offers a suite of educational, consulting and training products and services designed to help organizations understand, identify and prevent fraud. She is also a Visiting Associate Professor at the Wake Forest University School of Law.

She teaches in the area of managerial accounting and publishes in the area of forensic accounting and whistle-blowing. Her research has been published in the Behavioral Research in Accounting, Auditing: A Journal of Theory & Practice, Journal of Business Ethics, CPA Journal and WebCPA. She is a co-author of the upcoming book, The A.B.C.’s of Behavioral Forensics: Using Psychology to Prevent, Detect and Deter Fraud. She is a contributing writer for and The Daily Beast Newsweek. She also is the creator and executive producer of the award winning educational white-collar crime documentary Crossing the Line: Ordinary People Committing Extraordinary Crime, which was a 2012 recipientof the American Accounting Association Ethics Committee’s Teaching Award and a recipient of the 2012 Mark Chain/FSA Teaching Innovation Award sponsored by the AICPA. Additionally, she was recently elected to the AICPA Governing Council for a 3-year term.

In her spare time, Dr. Pope enjoys spending time with her family and exercise. She is a certified piloxing and INSANITY instructor.

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

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

Daniel V. Dooley, Sr. is a former partner (retired) in the firm of PricewaterhouseCoopers LLP, where he was the global leader of the firm’s Securities Litigation and Investigations Consulting practice. As an audit partner, he performed examinations of companies in a wide range of industries and sectors – including: computers and electronics, energy, financial institutions,  manufacturing and products, oil and gas exploration and production, and real estate, and software. Dooley has served as  partner for the corporate investigations of – among others: Aetna US Healthcare, Ahold (Royal Ahold N.V.), Computer Associates International, DaimlerChrysler, First Republic Bancorp, McKesson HBOC, Network Associates (McAfee), Parmalat S.p.A, Phar-Mor, Sensormatic, and Xerox. He has served as an expert accountant on behalf of the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and a number of private plaintiffs and defendants; and he has been qualified as an expert witness by various federal district courts, and various federal bankruptcy courts, and in the federal court of claims. Also, Dooley has served as an arbitrator in a number of accounting-related matters. He was editor-in-chief of the PricwewaterhouseCoopers Annual Securities Litigation Study, and chairman of the editorial board and editor of the West Law Securities Litigation Reporter; and he has served as an adjunct professor at New York State University – Stony Brook, and lectured at Harvard Law School, University of Chicago Graduate School of Business, Dartmouth Tuck School of Business, and Fordham Law School. He is a Certified Public Accountant, licensed in various states including New York, Connecticut and Louisiana, and he is a member of the American Institute of Certified Public Accountants and various state societies of CPAs. Presently, Dooley consults to a number of U.S. and foreign companies on litigation-related accounting issues and matters before the Securities and Exchange Commission.

Dubravka K. Tosic, Ph.D. is an Economist and Director at Berkeley Research Group, LLC (BRG), a national leader in economic and statistical consulting.  Prior to joining BRG, Dr. Tosic spent almost 6 years as a Principal at ERS Group, and over 12 years as a Director in the Dispute Analysis practice of PricewaterhouseCoopers, LLP in New York. 

Dr. Tosic provides consulting and expert witness assistance in all aspects of labor and employment disputes, litigation and arbitration matters, regulatory audits, and in connection with pro-active company reviews.  She has experience in preparing statistical analyses and damage calculations in connection with allegations of employment discrimination with respect to various employer actions (e.g. hiring, promotion, termination, and compensation), executive compensation, breach of employment contract, personal injury and wrongful death, and wage and hour issues. 

Dr. Tosic has testified as an economic expert in Federal and State court matters, and has worked with numerous Fortune 500 companies, national and international law firms, Federal, State and Local government entities, and international organizations.  She is also a frequent presenter to professional organizations on economic, financial, and statistical analyses.

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

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

Katie has extensive experience in representing public companies. Her practice includes all aspects of company representation, including corporate governance, SEC compliance, 1934 Act issues, public offerings, private placements, and mergers and acquisitions. She also has represented underwriters in public offerings and issuers and investors in private equity financings.

Katie joined Wilson Sonsini Goodrich & Rosati in 1999, after 12 years at Pillsbury Madison & Sutro LLP, where she was a partner. She is a frequent speaker on corporate and securities law, corporate governance, and mergers and acquisition topics, presenting at such venues as PLI, Corporate Board Member, and the SEC Institute.

Kirsten S. Aunapu has over 17 years of experience in public accounting and is currently a partner in the National Office Accounting Consultation Group at Deloitte & Touche LLP in San Francisco, California. Kirsten's technical accounting expertise is primarily focused in the areas of business combinations, consolidations, and lease and real estate accounting; as a National Office partner, Kirsten is consulted by Deloitte's partners and professionals to address complex accounting issues. 

Prior to joining the National Office Accounting Consultation Group, Kirsten was a partner in the Special Acquisition Services Group in San Francisco, where she served one of the firm's largest private equity clients. In addition to providing structuring, accounting and financial due diligence and other transaction related services, Kirsten provided technical accounting support to the client service partners and professionals serving her client's portfolio companies.

Kirsten began her career performing audit services in the Costa Mesa, California office of Deloitte & Touche LLP. Kirsten received a Bachelor of Science degree, with honors, in Business Administration with concentrations in Finance and International Business from California Polytechnic State University - San Luis Obispo in San Luis Obispo, California.  She is a Certified Public Accountant in the state of California, a member of the American Institute of Certified Public Accountants, a member of the California Society of CPAs, and a member of the Finance and Accounting Committee for "LEAP…imagination in learning," a not-for-profit organization in San Francisco with a mission to stimulate imagination and creativity in Bay Area children by bringing visual and performing artists and architects into the classroom for extended residencies.

Professor Blouin is an associate professor of accounting at the University of Pennsylvania’s Wharton School. She studies taxation in many contexts, including capital structure, asset pricing, payout policy and multinational firm behavior. Professor Blouin's research has been published in top-tier academic journals including Accounting Review, Journal of Accounting Research, Journal of Accounting and Economics, Journal of Financial Economics, National Tax Journal and the Journal of the American Taxation Association.  She has received funding from the Rodney L. White Center for Financial Research, the Global Initiatives Research Program and the International Tax Policy Forum.  Professor Blouin is a current Penn Fellow. In addition, she was a 2009-2010 Golub Faculty Scholar. 

Professor Blouin teaches taxation to undergraduate, MBA, and PhD students. She won Wharton’s 2010 MBA Teaching Commitment and Curricular Innovation Award and the 2014 Award for Teaching Excellence.  She received her PhD in Accounting from the University of North Carolina- Chapel Hill and her BS from Indiana University – Bloomington.  Prior to obtaining her PhD, Professor Blouin was a tax manager with Arthur Andersen LLP.

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

IRS Private Letter Rulings Experience

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

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

Representative Clients and Matters 

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


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


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

Admissions and Professional Memberships

Mr. Tanden is admitted to practice in California.

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

Selected Presentations 

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

TODD J. ROSEN is a bankruptcy partner in the Los Angeles office of Munger, Tolles & Olson LLP.

Mr. Rosen joined the firm in 2004 after working as an investment banker, where he served as financial advisor to official committees in the bankruptcy cases of United Airlines, Adelphia Communications and Kmart Corporation. Previously, Mr. Rosen practiced corporate law for a number of years at another major Los Angeles firm following his graduation from the University of Pennsylvania Law School.

Mr. Rosen's practice includes representation of bondholders, lenders, and other creditors in connection with bankruptcy and financial restructuring matters of all types. Mr. Rosen's bankruptcy expertise includes DIP financings, section 363(f) asset sales, automatic stay litigation and plan litigation. His practice also encompasses pre-bankruptcy planning, loan workouts, and out-of-court restructuring.


  • Bankruptcy counsel to the independent members of the board of directors of IndyMac Bancorp.
  • Representation of Clayton Homes (subsidiary of Berkshire Hathaway, Inc.) in a purchase of the military housing business of Fleetwood Enterprises Inc. in a § 363 sale.
  • Bankruptcy counsel to certain directors and officers of New Century Financial Corp.
  • Representation of The Yucaipa Companies in purchase of substantially all of the assets of FiberTech Polymers, LLC. in a § 363 sale.
  • Representation of Merrill Lynch in matters related to the bankruptcy of Refco, Inc.
  • Representation of Merrill Lynch in Cayman Islands liquidation of the SPhinX Funds

William B. Brentani is a Partner in the Firm's Corporate Department. His practice focuses on representing issuers and underwriters in connection with a variety of public and private debt and equity offerings, including high-yield, IPO, mezzanine, convertible debt and cross-border transactions. Mr. Brentani regularly represents private equity sponsor clients in connection with acquisition financings and advises clients on corporate governance and securities law-related matters.

Mr. Brentani's clients have included CBRE, Hellman & Friedman and their portfolio companies, Silver Lake Partners and their portfolio companies, Detroit International Bridge Company, J.P. Morgan, Goldman Sachs, Morgan Stanley, BofA Merrill Lynch, Barclays and UBS.

Mr. Brentani was born in São Paulo, Brazil. He received his B.A. from Tufts University in 1986 and a J.D. from Boston University School of Law in 1989. He joined the Firm in 1989 and became a Partner in 1999.

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.


  • 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

Preethi is a Senior Manager in the San Francisco Audit practice of Deloitte & Touche LLP.  She has 13 years of experience in public accounting and has worked extensively in providing attest services to companies that range from small private growth companies to large multinational organizations. Preethi has extensive experience in assisting her clients with complex accounting matters, particularly relating to revenue recognition, stock-based compensation, and mergers and acquisitions. Preethi also has significant experience with SEC filing and reporting matters. She is a frequent speaker at regional and national technical conferences, was a member of Deloitte’s Banking & Finance Fellowship Program as well as a member of Deloitte’s Banking & Securities Advisory Council.  Preethi is a Certified Public Accountant in the states of California and Texas, a member of the American Institute of Certified Public Accountants, and a member of the California Society of CPAs.

Andy Wiederhorn is the CEO of Fatburger. Previously Wiederhorn founded and served as the CEO of Wilshire Credit Corporation, and by the age of 32, amassed a fortune estimated to be worth $140 million. From there, he founded Fog Cutter Capital Group, which invests in a diverse range of equity, corporate debt and real estate. Shortly after the inception of Fog Cutter Capital Group in 1997, Wiederhorn invested in Fatburger, and became acting CEO in 2006. Wiederhorn most recently was able to pull the company out of Chapter 11 bankruptcy in 2011, and is rapidly expanding the burger chain both nationally and internationally.
Since becoming CEO, Andy has played an integral part in signing major deals to bring the better burger concept around the world. Development deals include one with Shanghai-based investment bank, Puji Capital Limited, to aggressively expand the Fatburger chain by hundreds of locations over the next several years. In addition to expansion in China, Taiwan, and Singapore, Fatburger is expanding its footprint around the Middle East, opening units in Jordan, The United Arab Emirates and Pakistan. The brand also will be entering the New York City, with the first location opening in Murray Hill this Spring.

Douglas J. Bodel, CFA is a Principal at GLC. Prior to joining GLC, Mr. Bodel was a Vice President at American Capital where he was responsible for originating, structuring, executing and monitoring senior debt, mezzanine and equity investments in middle market private equity buyouts. Prior to American Capital, Mr. Bodel was a Vice President in The Merchant Banking Group at BNP Paribas. Prior to BNP Paribas, Mr. Bodel was an Associate in the Equity Research department at UBS Warburg. Mr. Bodel holds a B.A. from McGill University and is a CFA charterholder.

Edward Schultz is a partner in Edwards Wildman's Los Angeles Office. Ed has extensive experience representing privately-held and public companies in all areas of corporate law, securities law and corporate finance. He concentrates his practice in corporate counseling, mergers & acquisitions, private equity, joint ventures, debt and equity offerings, credit transactions and secured lending. Ed serves as outside general counsel for numerous companies and private equity funds, handling a broad range of corporate issues from contract drafting and negotiation to corporate governance and strategic planning. He has significant experience in advising clients on a range of legal and business issues relative to acquiring and divesting of business units. His practice spans many industries, with a particular focus on technology, consumer products, manufacturing, entertainment & media and hospitality.

Notable Experience

  • Advisor to private equity fund in connection with the acquisition and divestiture of various consumer products companies. 
  • Advisor to private equity fund in connection with debt financing transactions in the entertainment industry.
  • Advisor to publishing company in connection with sale to private equity fund.
  • Advisor to regional trucking company in connection with sale to Ryder, Inc.
  • Advisor to technology company in connection with sale to Google, Inc.
  • Advisor to sports apparel company in connection with sale to private equity fund.
  • Represented international gaming & hospitality conglomerate in connection with various acquisitions and divestitures, public and private securities offerings, credit transactions and joint ventures.
  • Represented private holding company in connection with public tender offers within the U.S. auto industry, gaming and hospitality industry and entertainment industry.

Besides Edwards Wildman Ed is an active fundraiser and supporter of Children's Hospital Los Angeles and The Leukemia & Lymphoma Society.

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

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

Oz Karan is a Senior Manager in Deloitte & Touche's Accounting, Valuation & Analytics practice ("AVA") in the San Francisco, California office. He has over nine years of accounting, valuation and project management experience with a focus on banking and securities and consumer business clients

In his tenure at Deloitte & Touche, Oz has managed engagement teams and led projects of varying sizes in facilitating the execution of the client service plans. In his current role with AVA, Oz has assisted in advising Deloitte audit teams as well as non-attest relationship clients with accounting and related matters.

He has technical expertise in accounting and reporting for derivatives and hedging activities, securitizations, consolidation accounting, convertible debt and equity transactions troubled debt restructurings, loan modifications, loan accounting, and general investment and revenue recognition accounting under US GAAP as well as IFRS. Oz has also proactively led and managed various projects where he served as the project manager leading a diverse group of professionals in coordination of different projects from planning to execution for maximum productivity.

In the six plus years with AVA, Oz has worked with many of the firm's largest clients in treasury-related infrastructure projects in addressing their implementation issues relating to complex accounting standards, including reconciling IFRS financial statements to U.S. GAAP and vice versa, strategy and structure assessment, accounting and risk management policy development, process design and reengineering, implementation of derivatives/treasury workstation systems and evaluation of operational and technology considerations.

Oz has also been involved in derivative valuation, and has extensive experience helping clients with evaluating the adequacy and operational effectiveness of internal control procedures surrounding the use of interest rate and foreign currency derivatives within the treasury function as well as assessments of foreign currency derivative hedging strategies, capital stock transactions, and financing arrangements.

Phil Graves specializes in providing valuation, strategic financial planning and other financial advisory services in connection with mergers, acquisitions, bankruptcy, reorganization, planning and other settings.

Mr. Graves routinely performs business valuations for the following purposes: mergers, tax planning, impairment testing, and purchase price allocation.

Mr. Graves has appraised the following assets: noncompete agreements, backlog, customer lists, patents, trade names and trademarks, proprietary technology, computer software, and favorable contracts.

While he is primarily focused on the consumer and industrial products industry, Mr. Graves has performed valuation studies in a number of industries including retail, aviation, rail, food processing, manufacturing, technology, and energy and construction.

Prior Experience

Prior to joining Deloitte Financial Advisory Services LLP, Mr. Graves worked for a global professional services firm.  In this capacity, he assisted companies with investigating allegations of wrongdoing related to earnings management and revenue recognition.

Professional Affiliations

  • CFA Institute, Chartered Financial Analyst (CFA)
  • Member, CFA Institute
  • Certified Public Accountant (CPA), licensed in California and Texas
  • Member, American Institute of Certified Public Accountants


  • Texas A&M University, M.S., Finance
  • Texas A&M University, B.B.A., Accounting

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”).