Speakers

State of the M&A Market

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Bianca Levin-Soler (Moderator)

Ropes & Gray
Partner

Bianca is a partner in the firm's private equity transactions group. With substantial experience in all facets of private equity and corporate finance, Bianca brings a deep understanding and commercial approach to her practice. She has represented buyers, sellers, and private equity firms and their portfolio companies in a variety of transactions, including leveraged buyouts, public and private mergers and acquisitions, SPACs and restructurings. Bianca has guided numerous transactions across a range of industries, including technology, software, healthcare, retail, food and beverage and consumer products.

Prior to joining Ropes & Gray, Bianca served as vice president and associate general counsel of transactions for the San Bernardino, CA-based San Manuel Band of Mission Indians. In that role, she provided legal counsel on private investments and other financial matters for the Tribe and its affiliates including the acquisition of Palms Casino Resort in Las Vegas. She previously served as a partner in the mergers & acquisitions practice of another leading law firm.

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Luke Guerra

Kirkland and Ellis
Partner

Luke Guerra is a partner in Kirkland's corporate group focusing in the areas of private equity, mergers and acquisitions, corporate securities and finance and corporate governance. Luke represents buyers, sellers, and private equity funds in a variety of corporate transactions, including leveraged buyouts, public and private mergers and acquisitions, equity investments, restructurings and recapitalizations.

Luke previously served as in-house counsel to The Walton Group, a privately owned group of real estate and asset management companies with its U.S. headquarters in Scottsdale, Arizona.

Chambers USA recognized Luke in 2016–2018 in California Corporate/M&A: Private Equity, with sources commenting that “he is very responsive, available all the time, knows the market well and can handle a variety of different matters." He is “someone that you can rely on for answers."

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Kara Hollis

Leonard Green & Partners
Vice President

Kara joined LGP as an Associate in 2017. Previously, Kara worked at Goldman Sachs in its New York headquarters from 2011 to 2013. She graduated cum laude from Harvard University, where she earned a Bachelor of Arts degree in Sociology and Economics. She also earned an M.B.A. from Stanford Graduate School of Business and a J.D. from Stanford Law School. Kara is a member of the California Bar Association.

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Evan Klebe

Beach Point Capital
Managing Director

Evan Klebe is a co-founder and Managing Director of Beach Point Capital Management’s Tactical Fund, which pursues control and non-control equity investments across the middle market. Over the course of its inaugural fund, the Tactical Fund has completed eleven investments ranging from leveraged buyouts to growth investments and distressed recapitalizations. Evan leads the fund’s investments in Brightmore Brands, Eurofase, Wet Noses Natural Dog Treat Company, E-Z UP and Unio Health Partners. He has over two decades of industry experience, previously being a senior professional at Lindsay Goldberg, a New York-based private equity fund. Evan holds an undergraduate degree from Harvard College and a graduate degree from The Wharton School of the University of Pennsylvania.

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Christopher Wilson

Houlihan Lokey
Managing Director

Mr. Wilson is a Managing Director in Houlihan Lokey’s Business Services Group and serves as Co-Head of the firm’s Training & Education practice. He is based in the firm’s Los Angeles office.

Mr. Wilson’s recent M&A transactions in the training and education space include Colibri’s acquisition of Becker Professional Education and OnCourse Learning; Ridgemont Equity’s investment in Teachers of Tomorrow; the sale of itslearning, an EQT portfolio company, to Sanoma; the sale of the Assessments Division of the American Institutes for Research to Cambium Learning, a Veritas portfolio company; the sale of Skillsoft to Churchill Capital Corp II; the sale of Corporate Visions to the Riverside Company; and the sale of EducationDynamics to Renovus.

Mr. Wilson previously founded Houlihan Lokey’s Technology Group, where he focused on a wide range of transactions, including the sale of enTouch to RCN and the financial restructuring of Sunguard Availability Services. He is currently leading the multi-billion-dollar restructuring of Project Rural, a leading U.S. telecommunications provider.

Prior to founding the Technology Group, Mr. Wilson was a member of Houlihan Lokey’s Financial Restructuring Group, where he focused on financial restructurings of telecommunications service providers and education service providers. He played a key role in the restructurings of Education Management Corporation, Houghton Mifflin Harcourt, Edmentum, Cengage Learning, Synchronoss Technologies, WorldCom, ICG Communications, Asia Global Crossing, Williams Communications Group, Covad Communications, Adelphia Business Solutions, 360 Americas, and Horizon PCS.

Before joining Houlihan Lokey, Mr. Wilson was with Montgomery Securities (now BAML), specializing in media and telecommunications, M&A, and corporate finance. He was also a member of the Consumer Group of EVEREN Securities and in corporate finance with the Media and Telecommunications Group of Union Bank. He also managed proprietary trading in foreign exchange and derivatives at Drexel Burnham Lambert from 1986 until 1990.

Reps & Warranties: Claims and Related Underwriting/Market Trends

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Drew Levin (Moderator)

Latham and Watkins
Partner

Drew Levin is an insurance counseling and recovery partner in the Los Angeles office.

Mr. Levin advises on a broad array of insurance issues, with extensive experience negotiating all forms of transactional insurance policies, including representations and warranties policies, non-US warranties and indemnities policies, tax risk, and other specific liability policies, and pursuing claims under those policies on behalf of Latham’s policyholder clients.

Mr. Levin has negotiated hundreds of transactional insurance policies, and provided transactional insurance-related and other insurance advice across a wide array of industries, including:

  • Aerospace, Defense & Government Services
  • Automotive
  • Energy & Infrastructure
  • Entertainment, Sports & Media
  • Financial Institutions
  • Healthcare & Life Sciences
  • Hospitality, Gaming & Leisure
  • Retail & Consumer Products
  • Technology
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Brett Burgan

CohnReznick
CPA, CFF, Partner

Brett Burgan provides litigation support and forensic accounting services to CohnReznick clients. In this role, he delivers forensic accounting assistance to attorneys and their clients in civil matters involving insolvency, stockholder disputes, breach of fiduciary duty, fraud, embezzlement, and other business-related matters. His goal is to help uncover the essential facts of a case by completing a thorough analysis of financial records, including computerized files. Brett advises on family and matrimonial matters, including exhibit preparation and testimony. 

Brett’s experience includes providing forensic accounting, litigation support, and management services for bankruptcy, insolvency, and litigation clients including numerous debtors, receivers, and panel trustees. He has provided temporary business management of Chapter 11 properties and businesses, forensic review and retrieval of books and records, identification and retrieval of concealed assets, preparation of preferential and insider fraudulent payment analyses, preparation of claims objection analyses, and preparation of solvency analysis.

Brett’s work with Chapter 11 clients includes preparation of periodic reports, forecasts for continued operations, liquidation analyses for Chapter 11 confirmation, and preparation of Chapter 11 bankruptcy schedules and statement of financial affairs. Brett has worked with numerous U.S. trustees and state and federal receivers and has been involved in investigations with the Securities and Exchange Commission (SEC).

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Stephen

Stephen Davidson

Aon
Managing Director/Head of Claims /Head of Litigation and Contingent Risk

Stephen Davidson is a managing director and a member of the executive committee for Aon's Transaction Solutions team. Stephen's primary responsibilities are divided into two roles: (i) leading the development of insurance solutions to address litigation and other contingent risks; and (ii) managing transaction liability claims for ATS clients, through which he has overseen hundreds of claims involving alleged breaches of representation and warranty claims in North America and around the world and has helped negotiate the resolution of many of the largest and most complex of those claims. Prior to joining Aon in 2016, Stephen was a commercial litigation partner in DLA Piper's New York office, where his insurance and reinsurance practice included arbitration, litigation and counseling for global insurance companies involving directors and officers liability and professional liability coverage and complex reinsurance disputes. Stephen's commercial litigation practice concentrated on business litigation for public and private companies. Stephen began his career at Schulte Roth & Zabel LLP, where he worked as a litigation associate for several years.

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Meg Gardiner

Euclid Transactional
Chief Legal Officer

Marguerite (Meg) Gardiner is Chief Legal Officer at Euclid Transactional. Meg oversees the claims department and strategic coordination with the underwriting team, and provides advice and services in connection with the legal and compliance functions at Euclid. She also focuses on assessing and processing claims quickly and on ensuring that each client receives a fair, effective resolution. Prior to joining the team, Meg was a litigator at the law firm of Schulte Roth & Zabel LLP for 10 years, advising individual and institutional clients on complex commercial disputes, regulatory and white collar investigations, and risk management. Meg graduated with a B.A. in Philosophy from Princeton University and holds a J.D. from The George Washington School of Law. Meg is also the Chair of the Board of Directors of the Legado Initiative, and holds a Master of Fine Arts degree in Photography. She enjoys cycling and hiking with her dog Watts.

Tax Liability Insurance: current trends, controversies and claims.

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Mark McTigue

Mark McTigue (Moderator)

Marsh
Managing Director, Tax Insurance specialist

Mark McTigue is Managing Director, Tax Insurance specialist at Marsh. He has expertise in international taxation, financial services taxation, financial product taxation, general corporate tax, accounting and regulatory capital issues for banks, insurance companies, hedge funds, corporates, etc. Mark has significant experience in Private Equity and M&A transactions. Significant structuring and execution expertise. Expertise in tax mitigation through the use of insurance products.

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Justin Berutich

Euclid Transactional
Managing Director and Head of Tax

Justin Pierce Berutich is a Managing Director and Head of Tax at Euclid Transactional, where he is responsible for leading Euclid’s tax insurance practice and developing bespoke, commercial solutions to diverse tax matters.

A former M&A and transactional tax attorney, Justin enhances client value through the promotion and underwriting of tax indemnity insurance solutions. His corporate, tax, and insurance experience allows Justin to bring a unique perspective to each matter. Prior to joining the insurance world, Justin, a licensed attorney in three states and the District of Columbia, facilitated efficient and timely negotiations, planning, and structuring for Fortune 500 companies and high growth businesses, providing tax and business-centric advice to help his clients achieve objectives and avoid costly disputes.

Justin is a frequent speaker at industry events and on tax focused podcasts and has published multiple articles on tax and tax insurance. He holds an LL.M. in taxation from the NYU School of Law, a J.D., magna cum laude, from New York Law School, and a B.A., magna cum laude, in chemistry from Florida Atlantic University.

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Nick Kato

Nick Kato

Leo Berwick
Managing Partner

Before founding Leo Berwick, Nick was the National Leader of Infrastructure M&A and Senior US M&A Tax Partner at a Big 4 firm. Nick has worked extensively with sovereign wealth funds, pension plans, and other institutional investors and understands their unique tax profiles (e.g., FIRPTA and IRC Section 892), commercial, and regulatory issues.

Nick has led several significant infrastructure projects across sectors that include regulated utilities (i.e., water, electricity, gas), toll roads, renewable energy, airports, pipelines, lotteries, and various other public-private partnership projects (P3s).

His infrastructure practice includes advising institutional investors on financing (including P3s), tax, privatization, business strategy, restructurings, mergers and acquisitions, and divestments. His M&A tax practice focuses on domestic and international transactions for private equity and corporate clients. His participation in these transactions has also concentrated on cross-border transactions, inversion transactions, IPOs (including “Up C transactions”), and cross-border financing arrangements.

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Rishi K. Sodhi

Foley & Lardner LLP
Partner

Rishi Sodhi is a business lawyer who prides himself on solving complex tax issues and structuring transactions to maximize tax benefits and efficiencies while protecting clients from unnecessary risk.

A partner with Foley & Lardner LLP, he is based in the firm’s Los Angeles office and a member of the firm’s Taxation Practice Group.

Rishi’s transactional practice focuses on advising clients on the tax aspects of a wide range of business transactions, including mergers, acquisitions, divestitures, reorganizations, and strategic investments. He represents private equity funds and public multinational corporations on numerous complex domestic and cross-border M&A transactions, serving as the deal lead on all tax-related matters.

Rishi also has significant experience in the tax insurance space, and has worked with some of the world’s leading insurance companies and managing general underwriters assisting in the assessment and underwriting of hundreds of tax risks with collective policy limits in the billions of dollars.

Prior to Foley, Rishi worked as a partner at a large law firm in its office in Los Angeles. He also spent 13 years providing M&A tax advice in the offices of “Big 4” accounting firms in New York and Los Angeles.

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Andy

Andy Torosyan

HCVT
Tax Partner

Andy is a tax partner and leads the M&A Tax practice at HCVT. He has over 20 years of experience providing strategic tax advice to clients on transactional and tax compliance services across numerous industry sectors including manufacturing, distribution, online-retail, commerce and software, real estate, and investment funds. As M&A Tax practice lead, Andy addresses the tax structuring and reporting issues associated with complex transactions. He focuses on the analysis of the tax efficiencies of proposed deal structures and conducts comprehensive tax due diligence. Andy’s M&A experience includes both buy-side and sell-side strategic advisory services. Andy has worked with clients through all phases of the business cycle, including start-up, rapid growth, steady cash flow, and workouts.

 

Due diligence best practices

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Rose Sorensen (Moderator)

Snell & Wilmer
Partner

Rose B. Sorensen is a partner in the firm's Corporate and Securities group, whose practice focuses on providing services to clients from high-net-worth individuals, family-owned businesses, and entrepreneurs to strategics, multi-national corporations and nonprofits.  

Rose’s practice includes mergers and acquisitions, divestitures, reorganizations, commercial finance, private placements, venture capital, corporate governance, telecommunications services, joint ventures, licensing, entity structure and formation. She also advises many businesses on legal matters that affect operations such as contractual matters (including distribution and licensing agreements), corporate governance and shareholders arrangements, entity structure and formation, reorganizations and general legal compliance on specific matters that arise from time to time.

She has extensive experience covering a variety of industries including, software and technology, consumer goods, manufacturing and industrials (including aerospace and defense), food and beverage, healthcare, business services, and construction and building materials. She has a background counseling foreign-based businesses on the legal issues involved with entering the United States and cultural familiarity to facilitate cross-border interactions.  

Rose’s background includes serving as General Counsel of a private cable operator and internet service provider with operations throughout California, Arizona, and Texas. As General Counsel she handled a variety of telecommunications transactions, including video, Internet, telephone, rooftop antenna, and wireless services transactions (including right of entry agreements) for multifamily projects, mixed-use and master planned communities, and commercial properties. Rose has in-depth knowledge of the inner workings of this industry and a familiarity with market offerings both from the developer/property owner and cable operator perspective.  

Rose is a relationship based lawyer who values the opportunity of getting to know her clients. She is adept at helping to breakdown complex issues into comprehensible steps to move forward. Due to her prior experience as a general counsel, she has developed a keen insight focused on helping to find practical solutions to getting a deal done.   

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Aaron Chaum

Aaron Chaum

Mercer
Senior Principal- Northern California M&A Market Leader
Aaron is a Senior Principal in Mercer’s M&A Advisory Services Group. He leads the Technology Industry Vertical and the Northern California market. Managed employee integration of global technology companies in record-breaking $65 billion acquisition with combined workforce of ~70,000 employees through global benefits harmonization, payroll integration and employee experience/communications. Integrated global technology workforces as part of ~$4 billion acquisition pipeline of 20+ transactions including program management, employment transition, integration/stand up of total rewards programs and change management / culture strategy for 4,000+ employees in 30 countries. Led global payroll organization in successful operating model and vendor transformation project including launch of global HR delivery center. Work included program management, coordination with HR systems, Finance and Benefits teams. Led cross-functional team through brand transition and communication strategy for one of Forbes’ Top 50 Most Valuable Brands as part of a multi-billion dollar divestiture of a large Bay Area-based technology company. Aaron has a BA in Mathematical Economics from Pomona College and an MBA in Strategy from the Marshall School of Business at the University of Southern California.
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Andrew Racle

Andrew Racle

Aon
Senior Vice President

Andrew Racle is a managing director and leader of the West Region for Aon’s Transaction Advisory Services team. Andrew and his team are responsible for leading risk & insurance due diligence projects, typically on behalf of private equity buyers in prospective M&A deals.  To support buyers, Andrew and his team build cross-functional teams of key technical experts within Aon in order to provide the buyer with insurance guidance specific to the target as relates to deal structure, valuation, and recommended approach for closing and during the hold period. Andrew joined Aon in 2014 and has ten years of experience supporting private equity and M&A transactions through insurance due diligence.

Prior to his career in insurance, Andrew worked at Lewis Feinberg Lee Renaker & Jackson, P.C., a boutique federal employment litigation firm.  He holds a J.D. from Fordham University Law School and a B.S. in biology and society from Cornell University.

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Margaret Shanley

CohnReznick
Principal, Transaction Advisory Services Practice Leader

Margaret Shanley is a principal in CohnReznick's Los Angeles office and is also the National Director for the firm's Transaction Advisory Services practice. She has more than 15 years of professional experience assisting strategic and financial buyers and lenders in the performance of financial and business due diligence on platform, add-on acquisitions, and carve out transactions. She is also a member of the Firm's Private Equity and Venture Capital Industry Practice.

Margaret's specific areas of focus include profitability analysis by customer, channel, and product category to evaluate where a business is making or losing money; stress-testing financial projections and forecasts; identifying and evaluating one-time adjustments to earnings; assessing the quality and sustainability of earnings; assessing the true level of working capital and impact to purchase price; evaluating the quality and integrity of the financial reporting infrastructure and environment and recommending best practices; acting as a liaison between buyer and seller in the negotiation of potential purchase price adjustments; and preparing sellers for buyer due diligence.

Prior to joining CohnReznick, Margaret held managing director positions with Duff & Phelps, LLC, and RSM McGladrey, Inc., developing their middle-market transaction advisory practices. She began her career with Ernst & Young, Ireland and Boston, in the assurance practice. She also was as a corporate finance analyst with the largest electricity generator and supplier in Ireland, where she worked on a wide variety of strategic initiatives, including planning for the impact of market de-regulation. Articles she has authored and published in The Deal include Buying a Business, The Importance of Asking the Right Questions and Purchase Price Adjustment Mechanisms— What Are They and How Do They Work Best?

Contingent Risk Solutions in M&A and Beyond

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Daniela Raz (Moderator)

Marsh
Senior Vice President, Contingent Liability Practice Leader

Daniela Raz is a member of Marsh’s Transactional Risk Group in New York and practice leader for litigation and contingent risk insurance placements. She specializes in providing corporate, private equity, hedge fund, law firm, and litigation finance clients with bespoke litigation and contingent risk insurance policies and consulting/broking services for litigation-related risk management solutions and investment opportunities.

Daniela has over 20 years of experience as a litigator, litigation finance professional, and in-house attorney. Prior to joining Marsh, she was an Investment Manager with the leading global litigation funder Omni Bridgeway, a litigation partner with Kasowitz Benson Torres LLP, the general counsel of Lightray Capital, and a law clerk to the Hon. I. Leo Glasser in the U.S. District Court for the Eastern District of New York.

She obtained her BA (magna cum laude) from Harvard College and her JD from University of California, Berkeley Law and is licensed to practice law in New York and California.

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Nicole Barna

Arcadian Risk Capital
EVP & Underwriting Counsel | Head of Transactional Liability - Professional Lines

Nicole Barna is the practice leader of Arcadian’s Transaction Liability Insurance book of business, sitting in Bermuda. Nicole also acts as Arcadian Bermuda's Underwriting Counsel for the Professional Liability and Excess Casualty teams. Prior to joining Arcadian, Nicole was a Vice President and Senior Underwriting Counsel with Markel Specialty in Bermuda. She has a wide range of underwriting expertise on a primary and excess basis in the areas of Transactional Liability (Reps & Warranties, Tax, IP, Contingent Liability, and Specialty & Emerging Products), Errors & Omissions Insurance, Employment Practices Liability, Management Liability, Wage & Hour Insurance, and Directors & Officers Insurance. Nicole also served as underwriting counsel to the Bermuda, London, and Dublin professional liability teams at Markel with responsibility for drafting manuscript policy forms and endorsements, reviewing policy language, providing underwriting guidelines, advising on legal and regulatory developments, and responding to coverage issues. Previously, Nicole was a senior attorney on the Markel Bermuda Professional Liability claims team with responsibility for complex and high-severity claims. Prior to joining Markel, Nicole was a litigation associate with Olshan Frome Wolosky, LLP in New York City, where she practiced in the areas of securities litigation, complex commercial litigation, and professional liability insurance. Nicole received her J.D., cum laude, from Rutgers School of Law-Newark, and her B.A. from Wake Forest University. Nicole holds the Registered Professional Liability Underwriting Society (RPLU) designation, and is admitted to the New York Bar, the Southern District of New York, and the New Jersey Bar.

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Brian Michalek

Saul Ewing LLP
Intellectual Property Practice Co-Chair

Brian Michalek helps companies protect their technological innovations, advances and brand reputation through his intellectual property law practice. As a patent litigator, he has advised clients on a variety of disputes involving software-based technologies, wireless transactions and communications, medical devices, and plastic extrusion technology.

Brian also prepares and argues trial and discovery motions and conducts direct and cross-examination of lay and expert witnesses. He takes and defends fact, expert and third-party depositions. Brian drafts and prepares complaints, answers, counterclaims, affirmative defenses, and other pleadings, and manages and coordinates discovery.

Brian, who has a bachelor's degree in electrical engineering, also assists clients in patent transactions and licensing, patent prosecution, and opinion matters.

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Dominic Spinelli

VALE Insurance Partners
Head of Contingent & Litigation Risk North America

Dom Spinelli is the Head of Contingent & Litigation Risk for North America at VALE Insurance Partners.  Prior to joining VALE, Dom was Head of Contingent Legal Risk Insurance for the Americas at Liberty GTS.  Dom is a former litigator, having litigated a wide range of complex commercial disputes across the country.  In addition to his litigation experience, Dom has represented insurers with respect to hundreds of complex insurance claims, including analyzing potential exposures and coverage issues presented by a number of high-profile litigation risks.  Dom also previously worked as a representations and warranties underwriter, so he has experience analyzing transactional risks and is intimately familiar with the M&A insurance industry.  Dom is admitted to practice in Massachusetts, Connecticut, Illinois, and the Southern and Eastern District Courts of New York.

Event Details

When:

June 25, 2024 11:30 AM - 6:30 PM PDT