Set forth below are summaries of selected examples of cases where I served as an expert witness, including eight cases where I testified in court proceedings: two jury trials, three bench trials and three arbitrations.

•  2017:  The case involved the $16.0 million acquisition in 2007 by the trustee of an ERISA-governed employee stock ownership plan (“ESOP”) of 38% of the equity of SJP, Inc., a closely-held private company.  I was engaged as an investor due diligence expert by the plaintiff, the Office of the Solicitor of the US Department of Labor.  At issue was the reasonableness of the due diligence performed by the trustee in its role as a fiduciary for the ESOP.  I was asked to address whether the trustee acting on behalf of the ESOP exercised the standard of care and custom and practice that a prudent buyer contemplating a similar transaction would be expected to exercise, whether the trustee acted with reasonable care and on a reasonably informed basis in conducting its due diligence investigation and whether private equity investors performing diligence that met the standard of care and custom and practice of such investors in a similar transaction would have gone forward with the transaction on the terms and conditions proposed. An Expert Report was prepared in August 2014, a Rebuttal Report was prepared in October 2014 and I gave a Deposition in November 2014.  I also gave Trial Testimony at the September 2016 Bench Trial in the United States District Court for the District of New Jersey.  In March 2017, the Judge’s Order found for the plaintiffs, the Office of the Solicitor of the US Department of Labor.

•  2015:  The case involved the $120+ million acquisition in 2004 by Fidelity Information Services (“Fidelity”) of a minority interest in Covansys Corporation (“Covansys”), one of Fidelity’s key service providers, and the subsequent sale at a profit of the equity interest in Covansys.  I was engaged as a corporate finance expert by the Attorney General of California, who acted as counsel to the defendant, the California Franchise Tax Board.  At issue was a technical business tax dispute.  I was asked to address customary practices regarding minority equity investments, and whether Fidelity’s equity investment in Covansys constituted an integral part of Fidelity’s regular trade and business operations.  No Expert Report was required. I gave two separate Depositions in January and February 2015 and then gave Trial Testimony at the July 2015 Bench Trial held in California Superior Court in Sacramento.  In December 2015, the Judge’s Order found for the defendant, the California Franchise Tax Board.

• 2015:  The case involved the $3.8 billion IPO of the hospital company, HCA Holdings, Inc. (“HCA”), in 2011.  I was engaged as a due diligence expert by the plaintiff law firm of Robbins Geller.  At issue were (i) whether there was a reasonable basis for HCA to believe in the accuracy and completeness of disclosures made in the IPO offering documents, and (ii) the reasonableness of the due diligence investigation purportedly performed by the Underwriters selected by HCA.  I prepared an Expert Report regarding HCA’s failure to have a reasonable basis to believe in the accuracy and completeness of important information disclosed in the offering documents.  I also prepared Rebuttal Reports in response to Defendants’ Expert Reports regarding whether the Underwriters’ met the due diligence standard of care and custom and practice required of underwriters for such a public offering.  I was deposed, and the case settled after my deposition.

• 2014:  The case involved a disputed recapitalization transaction of the international telecommunications firm of Keane, Inc. (“Keane”) and the subsequent $1.0+ billion acquisition in 2011 involving a strategic Japanese buyer, NTT Data Corporation.  I was engaged as an expert witness on customary practice regarding valuation analyses and fairness opinions in M&A transactions by Pillsbury Winthrop, counsel for defendant Keane.  At issue was the reasonableness of numerous valuations conducted by investment banking and valuation firms.  No Expert Report was required.  The case settled after my deposition.

• 2014:  The case involved the $100.0+ million acquisition in 2009 by a special purpose acquisition company (“SPAC” or “blank check company”) of the mortgage foreclosure processing operations of the Law Offices of David J. Stern, P.A.  I was engaged as an M&A due diligence expert by the law firm of Keker & Van Nest, counsel to defendant McGladrey LLP.  At issue was the collapse of the mortgage foreclosure processing business from purported fraudulent business practices.  I was asked to address whether the buyer’s due diligence met the standard of care and custom and practice of a sophisticated buyer in a comparable transaction.  An Expert Report was prepared, and the case settled prior to my deposition.

• 2013:  The case was a securities class action suit involving the $400.0 million acquisition in 2008 of China Water, a Chinese reverse merger company, by Heckmann Corporation (“Heckmann”), a company formed by raising $432.0 million in an IPO using a SPAC vehicle.  I was engaged as an M&A due diligence expert by the plaintiff law firm of Kessler Topaz.  At issue was the reasonableness of the due diligence investigation performed by Heckmann.  The ultimate resolution led to Heckmann disposing of its China Water interest at a significant loss in 2011.  I was asked to address whether the buyer’s due diligence met the standard of care and custom and practice of a reasonable investor.  I prepared an Expert Report, and the case settled prior to my deposition.

• 2013:  The case was a shareholder derivative suit involving the $400.0 million acquisition in 2008 of China Water by Heckmann Corporation.  I was engaged as an M&A due diligence expert by the plaintiff law firm of Robbins Umeda.  At issue was the reasonableness of the due diligence investigation performed by Heckmann.  The ultimate resolution led to Heckmann disposing of its China Water interest at a significant loss in 2011.  I was asked to address whether the buyer’s due diligence met the standard of care and custom and practice of a reasonable investor, and whether the special litigation committee, subsequently appointed by the Heckmann’s Board, performed a reasonable investigation of the buyer’s due diligence performed by the Heckmann Corporation prior to the acquisition.  I prepared an Expert Report, and the case settled prior to my deposition.

• 2011:  The case involved the $400.0 million private placements of securities issued by Pay By Touch (“PBT”), a private company financed largely by hedge funds. I was engaged as an investment banking and private placement expert by Skadden Arps, counsel for defendant UBS, the placement agent for PBT   At issue was reasonable reliance on disclosures in PBT’s offering memoranda.  I was asked to address the reasonableness of plaintiffs’ reliance, expectations and actions regarding investments in PBT as well as the reasonableness of defendant’s actions as private placement agent.  No Expert Report was required.  The case settled after my deposition was taken.

• 2011:  The case involved the $250.0 million IPO of the International Coal Group (“ICG”) as well as the pre-IPO merger of components parts of what became ICG.  The merger and IPO were led by the private equity firm of WL Ross & Co.  At issue were wrongful deaths suits in connection with a coal mine explosion in one of ICG’s mines that occurred after the IPO. I was engaged as an expert in private equity, M&A and IPO transactions by Allen, Guthrie & Thomas, counsel for defendant WL Ross & Co.  I was asked to address whether the actions of WL Ross & Co. were reasonable and met custom and practice in M&A and IPO transactions led by private equity firms.   The case settled after my Expert Report was submitted and before my deposition was taken.

• 2011:  The case involved a $20.0 million dispute over stock ownership rights between the founder of IronPlanet, a venture-financed private company, and the original venture capital investors in IronPlanet.  I was engaged as a venture capital expert by DLA Piper and Goodin MacBride, counsel for plaintiff, the founder of IronPlanet.   I was asked to address the reasonableness of actions by the IronPlanet Board, which was controlled by the original venture capital investors, regarding the Board’s unilateral repurchase of the preferred shares in IronPlanet owned by the founder.  No Expert Report was required. I was deposed and then gave testimony in an arbitration hearing held in San Francisco.

• 2011:  The case involved the $1.5 billion acquisition of the specialty food company, Morton Salt, by Rohm & Haas.  I was engaged as an M&A expert by defendant Morton Salt’s counsel, Fried Frank. At issue was a dispute over due diligence on the closing balance sheet of Morton Salt and reasonable access to due diligence records in the virtual due diligence dataroom.  The case settled after my Expert Report was submitted and before my deposition was taken.

• 2011:  The case involved the $150.0 million equity carve-out IPO of the bottling firm of Constar International.  I was engaged as an underwriting due diligence and investment banking expert by the plaintiff law firm of Robbins Geller et al.  At issue was a dispute over the reasonableness of the underwriters’ IPO due diligence investigation.  The case settled after my Expert Report was submitted and after my deposition was taken.

• 2010:  The case involved the $2.0+ billion LBO of the international financial services firm, Refco, Inc., by the private equity firm of Thomas H. Lee (“THL”).  I was engaged as a private equity and M&A due diligence expert by defendant’s counsel, Williams & Connolly.  Defendant was the law firm of Mayer Brown, who acted as Refco’s attorney in the sale to THL.  At issue was a fraud on the part of Refco.  I was asked to address whether THL’s due diligence investigation of Refco was reasonable.  The case settled after my Expert Report was submitted and before my deposition was taken.

• 2010: The case involved a $50.0 million equity financing transaction of KOR Electronic by a venture capital fund investor.  I was engaged as a venture capital industry expert by DLA Piper, counsel to the defendant, KOR Electronic.  At issue was a dispute over preferred share rights negotiated by KOR Electronic’s Special Committee.  I was asked to address customary practices in the venture capital industry and the reasonableness of the actions of the Board’s Special Committee in negotiating the terms and conditions in the private placement equity share offering.  No Expert Report was required, but I was deposed.  The case was a bench trial and was tried in California Superior Court in Orange County, where I was qualified as a venture capital and due diligence expert and gave trial testimony on behalf of the defendant to the judge.  The judge found for the defendant, KOR Electronic.

• 2009:  The case involved a $100.0 million follow-on equity offering of the Chinese TV manufacturer, Syntax-Brillian, a public company formed by a Chinese reverse merger.  I was engaged as an underwriting due diligence expert by the plaintiff law firm of Coughlin Stoia, et al.   At issue was a fraud on the part of the executives of Syntax-Brillian, who used, among other things, fictitious purchase orders and invoices to pump up sales.  I was asked to address whether the Syntax-Brillian executives exercised reasonable care in preparing the offering documents and whether they had a reasonable basis to believe in the accuracy and completeness of material information disclosed in the offering documents.  The case settled after my Expert Report was submitted and before my deposition was taken.

• 2008:  The case involved the $30.0 million LBO acquisition of the specialty manufacturing firm, Pacific Handy Cutter, by the private equity firm of American Capital.  I was engaged as a private equity and M&A due diligence expert by defendant Pacific Handy Cutter’s counsel, Finestone & Richter.  At issue was a dispute over whether American Capital’s due diligence investigation on Pacific Handy Cutter was reasonable.  No Expert Report was required, but I was deposed.  The case was tried by a jury in California Superior Court in Orange County, where I was qualified as a due diligence expert and gave trial testimony on behalf of the defendant to the jury.  The jury found for the defendant, Pacific Handy Cutter.

• 2008:  The case involved a $100.0 million asset sale by the general partner of the container leasing firm, Textainer.  I was engaged as an expert on customary practices in limited partnership fund investments by Morrison & Foerster, counsel to the defendant (the general partner).  At issue was a dispute over the reasonableness of the general partner’s actions in the asset sale. No Expert Report was required.  The case settled after my deposition was taken.

• 2007:  The case involved the Chapter 11 bankruptcy of the carpet firm of Flooring America.  I was engaged as an investment banking expert by Skadden Arps, counsel to Merrill Lynch, the defendant.  I was also asked to address customary practices for debt securities, including how debt covenants work.  At issue were allegations regarding the reasonableness of investment advice provided by Merrill Lynch.  The case settled after my Expert Report was submitted and after my deposition was taken.

• 2007:  The case involved the $0.5 billion acquisition of the iconic Dictaphone Corporation by the Belgian firm of Learnout & Hauspie.  I was engaged as a private equity and M&A due diligence expert by plaintiff Dictaphone’s counsel, Bernstein, Litowitz, Berger & Grossman.  At issue was a fraud on the part of Learnout & Hauspie.  I was asked to address whether the due diligence investigation of Learnout & Hauspie conducted by the private equity firm that owned Dictaphone was reasonable and whether Dictaphone should have uncovered elements of the fraud in its due diligence investigation.  The case settled after my Expert Report was submitted and before my deposition was taken.

• 2007:  The case involved the $0.5 billion acquisition of the speech recognition firm, Dragon Systems, by the Belgian firm of Learnout & Hauspie.  I was engaged as an M&A due diligence expert by plaintiff Dragon System’s counsel, Boies, Schiller & Flexner.  At issue was a fraud on the part of Learnout & Hauspie.  I was asked to address whether Dragon Systems’ due diligence investigation of Learnout & Hauspie was reasonable and whether Dragon Systems should have uncovered elements of the fraud in its due diligence investigation.  The case settled after my Expert Report was submitted and after my deposition was taken.

• 2006:  The case involved $1.5 billion in debt securities offered by Enron.  I was engaged as an underwriter due diligence and investment banking expert by Sullivan & Cromwell, counsel to defendant UBS (which was one of many underwriters on the subject offerings).  I was asked to rebut the opinions (and bases thereof) of plaintiffs’ experts regarding customary due diligence practices on such offerings.   The case settled after my Expert Report was submitted and after my deposition was taken.

• 2006:  The case involved the $275.0 million LBO of Global Heath Sciences financed in large part by a consortium of commercial banks.  I was engaged as a lender due diligence and commercial banking expert by plaintiffs’ law firm, Pillsbury Winthrop.  I was asked to rebut the opinions (and bases thereof) of defendant’s expert regarding customary commercial lending practices.  The case settled after my Expert Report was submitted and after my deposition was taken.

• 2006:  The case involved the $125.0 million venture capital investment by Burrill Biotechnology Capital Fund in the start-up bio-tech firm of Corus Pharma.  I was engaged as an investor due diligence and venture capital expert by defendant Corus Pharma’s law firm, Keker & Van Nest.   At issue was the reasonableness of investment due diligence in relation to allegations by a corporate venture capital investor of stolen trade secrets and patent infringements by the founder of Corus Pharma. The case settled after my Expert Report was submitted and after my deposition was taken.

• 2005:  The case involved the Series E investment in TeleCruz Technology by a private equity investor.  I was engaged as a private equity and venture capital expert by the law firm of Archer Norris, counsel to the insurance carriers of defendant TeleCruz.  At issue was a dispute over the investment negotiations between TeleCruz’s Board and the general partner of the Series E investor.  I wrote an Expert Report and provided deposition testimony.  This case was tried by a jury in Federal Court in Orange County, where I was qualified as a venture capital expert.  I gave trial testimony to the jury on behalf of the defendant.  The jury found for the defendant.

• 2002:  The case involved the $225.0 million stock acquisition by NBCi of a private, dot.com company.  I was engaged as an M&A due diligence expert by the law firm of Preston Gates Ellis, counsel to defendant NBCi.  At issue was a dispute over lock-up provisions regarding the NBCi shares issued to the seller, including restrictions on the use of derivative securities by the seller.  I was asked to address the customary practices of such lock-up provisions.  I wrote an Expert Report, provided deposition testimony and gave testimony in the arbitration hearing held in San Francisco.  The arbitrator found for the defendant, NBCi.

• 2000:  The case involved the $100.0 million IPO of Headlands Mortgage.  I was engaged as an underwriter due diligence and investment banking expert by the law firm of Brobeck Phleger & Harrison, counsel to the plaintiff, one of the two founders of Headlands Mortgage. At issue was a dispute over the underwriting practices and valuation used in the IPO.  I was asked to address the reasonableness of the underwriter’s due diligence investigation procedures and valuation.  I wrote an Expert Report, provided deposition testimony and gave testimony in the arbitration hearing.  The arbitrator found for the defendant, the other founder of Headlands Mortgage.