A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2021/
Leveraging & Protecting Trade Secrets in the 21st Century (Series: Intellectu...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/leveraging-protecting-trade-secrets-in-the-21st-century-2021/
Single Asset Real Estate Cases (Series: Fairness Issues in Real Estate-Based ...Financial Poise
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parties have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2021/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2021/
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
Alternative Structures - PO Financing, Factoring & MCA (Series: Business Borr...Financial Poise
Purchase-order financing (P/O financing) is a type of asset-based loan designed to extend credit to a company that needs cash quickly, to fill a customer order. A company may operate with such a small amount of working capital that it cannot afford to pay the cost of producing a customer’s order. P/O financing enables such a company to not turn away business, by borrowing from a lender using the purchase order itself as collateral to support a loan.
Factoring is one of the oldest forms of business financing. Note that the term is “financing” rather than “loan” because factoring is not actually a loan. In a typical factoring arrangement, the company needing financing makes a sale, delivers the product or service and generates an invoice. The factor (the funding source) then purchases the right to collect on that invoice by agreeing to pay the company in need of financing the amount of the invoice minus a discount.
MCA lending is, in summary, an advance on a company’s sales. Financing through a merchant cash advance (MCA) is used mostly by companies that accept credit and debit cards for most of their sales, typically retailers and restaurants. The concept is this: funder purchases a portion of the company’s future credit card receivables for a discounted lump sum. The MCA funder receives the purchased credit card receivables as they are generated either by taking a percentage of the company’s daily credit card proceeds or by debiting a certain amount of funds from the company’s bank account. Depending on the risk profile of the company, it can be a more expensive form of financing for a business compared to other types of financing.
What these three things have in common is that they are each a type of “alternative lending.” Alternative to what? To the type of loan a company can get from a “regulated” commercial bank. This webinar explains these types of financing arrangements, what to consider before entering into them, and provides some tips on how to negotiate them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/alternative-structures-po-financing-factoring-mca-2021/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2021/
Leveraging & Protecting Trade Secrets in the 21st Century (Series: Intellectu...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/leveraging-protecting-trade-secrets-in-the-21st-century-2021/
Single Asset Real Estate Cases (Series: Fairness Issues in Real Estate-Based ...Financial Poise
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parties have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2021/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2021/
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
Alternative Structures - PO Financing, Factoring & MCA (Series: Business Borr...Financial Poise
Purchase-order financing (P/O financing) is a type of asset-based loan designed to extend credit to a company that needs cash quickly, to fill a customer order. A company may operate with such a small amount of working capital that it cannot afford to pay the cost of producing a customer’s order. P/O financing enables such a company to not turn away business, by borrowing from a lender using the purchase order itself as collateral to support a loan.
Factoring is one of the oldest forms of business financing. Note that the term is “financing” rather than “loan” because factoring is not actually a loan. In a typical factoring arrangement, the company needing financing makes a sale, delivers the product or service and generates an invoice. The factor (the funding source) then purchases the right to collect on that invoice by agreeing to pay the company in need of financing the amount of the invoice minus a discount.
MCA lending is, in summary, an advance on a company’s sales. Financing through a merchant cash advance (MCA) is used mostly by companies that accept credit and debit cards for most of their sales, typically retailers and restaurants. The concept is this: funder purchases a portion of the company’s future credit card receivables for a discounted lump sum. The MCA funder receives the purchased credit card receivables as they are generated either by taking a percentage of the company’s daily credit card proceeds or by debiting a certain amount of funds from the company’s bank account. Depending on the risk profile of the company, it can be a more expensive form of financing for a business compared to other types of financing.
What these three things have in common is that they are each a type of “alternative lending.” Alternative to what? To the type of loan a company can get from a “regulated” commercial bank. This webinar explains these types of financing arrangements, what to consider before entering into them, and provides some tips on how to negotiate them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/alternative-structures-po-financing-factoring-mca-2021/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
The KPI - Cash Flow Modeling and Projections (Series: MBA Boot Camp)Financial Poise
You can chase a lot of financial measures of your business, but nothing stacks up to cash flow. Like a boat captain on a rough sea, being able to see what is coming at you financially is absolutely invaluable.
Cash flow models are the absolute go-to tool for reviewing companies in distress, yet they are also invaluable to venture capitalists who must manage long range investments as well as fast growth. This webinar discusses the basic components of a cash flow model, why it is weekly and not monthly and why 13 weeks is the usual length. This webinar also discusses what type of data is best for making an efficient and practical cash flow model, as well as best practices for reporting and pitfalls associated with modeling and balance roll forwards.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-kpi-cash-flow-modeling-and-projections-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2020/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
How to Avoid Malpractice & Disciplinary Actions - General Do's and Don'ts (Se...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/how-to-avoid-malpractice-disciplinary-actions-general-dos-and-donts-2021/
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
General Liability, Umbrella/Excess Coverage, Commercial Auto-Workers’ Compens...Financial Poise
As a business owner, there are a plethora of choices when it comes to insurance. This webinar touches upon all you need to know about General Liability, Umbrella/Excess Coverage, Commercial Auto Insurance, and Workers’ Compensation insurance.
General liability coverage protects the business from third party suits for Property and Bodily Injury claims. The panelists also look at potential product liability or intellectual property exposure that is not covered. Most business owners understand that commercial umbrella is a must, but how do you determine how much is the right amount? The panelists will also examine why Hired/Non-Owned is important when it comes to Commercial Auto coverage.The panelists will also touch upon best practices for managing employees who drive for your business with their own cars.
The panelists will also cover Workers’ Compensation insurance. Topics discussed include managing the costs of the insurance itself as well as the proper management of workers compensation claims. Other topics discussed include codes and classification errors, how to get money back from the insurer, as well as best practices for Independent Contractors.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/general-liability-umbrella-excess-coverage-commercial-auto-workers-compensation-2021/
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
Your company has just suffered a data breach – what do you do next? Who do you call for help? Whom do you need to notify of the breach?
Your company may have already implemented its information security program and has identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must assemble your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients or the public of the breach. This webinar gives you an overview of what to do when the worst happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-breach-response-2018/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2020/
Risk intelligence: How to reliably mitigate transaction risk and secure clean...Graeme Cross
This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help:
• Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting
• Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A
• Chief executive and chief financial officers of private-equity backed portfolio companies
• Private equity executives, portfolio managers and risk officers
• Corporate finance, accounting, tax and legal advisors servicing corporate and private
equity clients
Introduction to Commercial Litigation FinanceFinancial Poise
Litigation funding is an increasingly popular tool for attorneys and parties with legal claims to share the risk and reward of litigation or arbitration with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why,” and “how’s” behind litigation funding.
Part of the webinar series: Commercial Litigation Funding 2022
See more at https://www.financialpoise.com/webinars/
Three Case Studies (Series: Commercial Litigation Funding 101) Financial Poise
As the legal funding market evolves, so too do the legal/ethical jurisprudence, strategic decisions inherent in utilizing funding, financial instruments used for funding, and nature of funder/funded relationship. In this webinar, a panel of experienced litigation funding professionals examine three live legal funding deals, and discuss how they impact considerations of (i) disclosure of litigation funding, (ii) fee-splitting and non-attorney ownership of law firms, and (iii) financial engineering of innovative funding deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/three-case-studies-2020/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
Current Issues in Securities RegulationNow Dentons
Mark Evans, a partner in the FMC Toronto office, was invited to speak at the Second Annual Securities Symposium this month about current issues in the area of Securities Regulation.
Valuing Lost Profits for Litigation Purposes (Series: Valuation 2020) Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-2020/
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
Part of the webinar series: Valuation 2022
See more at https://www.financialpoise.com/webinars/
The KPI - Cash Flow Modeling and Projections (Series: MBA Boot Camp)Financial Poise
You can chase a lot of financial measures of your business, but nothing stacks up to cash flow. Like a boat captain on a rough sea, being able to see what is coming at you financially is absolutely invaluable.
Cash flow models are the absolute go-to tool for reviewing companies in distress, yet they are also invaluable to venture capitalists who must manage long range investments as well as fast growth. This webinar discusses the basic components of a cash flow model, why it is weekly and not monthly and why 13 weeks is the usual length. This webinar also discusses what type of data is best for making an efficient and practical cash flow model, as well as best practices for reporting and pitfalls associated with modeling and balance roll forwards.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-kpi-cash-flow-modeling-and-projections-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2020/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
How to Avoid Malpractice & Disciplinary Actions - General Do's and Don'ts (Se...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/how-to-avoid-malpractice-disciplinary-actions-general-dos-and-donts-2021/
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
General Liability, Umbrella/Excess Coverage, Commercial Auto-Workers’ Compens...Financial Poise
As a business owner, there are a plethora of choices when it comes to insurance. This webinar touches upon all you need to know about General Liability, Umbrella/Excess Coverage, Commercial Auto Insurance, and Workers’ Compensation insurance.
General liability coverage protects the business from third party suits for Property and Bodily Injury claims. The panelists also look at potential product liability or intellectual property exposure that is not covered. Most business owners understand that commercial umbrella is a must, but how do you determine how much is the right amount? The panelists will also examine why Hired/Non-Owned is important when it comes to Commercial Auto coverage.The panelists will also touch upon best practices for managing employees who drive for your business with their own cars.
The panelists will also cover Workers’ Compensation insurance. Topics discussed include managing the costs of the insurance itself as well as the proper management of workers compensation claims. Other topics discussed include codes and classification errors, how to get money back from the insurer, as well as best practices for Independent Contractors.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/general-liability-umbrella-excess-coverage-commercial-auto-workers-compensation-2021/
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
Your company has just suffered a data breach – what do you do next? Who do you call for help? Whom do you need to notify of the breach?
Your company may have already implemented its information security program and has identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must assemble your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients or the public of the breach. This webinar gives you an overview of what to do when the worst happens.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-breach-response-2018/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2020/
Risk intelligence: How to reliably mitigate transaction risk and secure clean...Graeme Cross
This risk intelligence white paper is part of a series of publications from Aon Strategic Advisors & Transaction Solutions (ASATS). The series focuses on risk management and mitigation and is specifically created to help:
• Chief executives and corporate management board members pursuing growth strategies through M&A, or divesting
• Corporate tax managers, development officers and legal counsel responsible for planning, overseeing and / or delivering planned value from M&A
• Chief executive and chief financial officers of private-equity backed portfolio companies
• Private equity executives, portfolio managers and risk officers
• Corporate finance, accounting, tax and legal advisors servicing corporate and private
equity clients
Introduction to Commercial Litigation FinanceFinancial Poise
Litigation funding is an increasingly popular tool for attorneys and parties with legal claims to share the risk and reward of litigation or arbitration with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why,” and “how’s” behind litigation funding.
Part of the webinar series: Commercial Litigation Funding 2022
See more at https://www.financialpoise.com/webinars/
Three Case Studies (Series: Commercial Litigation Funding 101) Financial Poise
As the legal funding market evolves, so too do the legal/ethical jurisprudence, strategic decisions inherent in utilizing funding, financial instruments used for funding, and nature of funder/funded relationship. In this webinar, a panel of experienced litigation funding professionals examine three live legal funding deals, and discuss how they impact considerations of (i) disclosure of litigation funding, (ii) fee-splitting and non-attorney ownership of law firms, and (iii) financial engineering of innovative funding deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/three-case-studies-2020/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
Current Issues in Securities RegulationNow Dentons
Mark Evans, a partner in the FMC Toronto office, was invited to speak at the Second Annual Securities Symposium this month about current issues in the area of Securities Regulation.
Valuing Lost Profits for Litigation Purposes (Series: Valuation 2020) Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-2020/
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
Part of the webinar series: Valuation 2022
See more at https://www.financialpoise.com/webinars/
Nuts & Bolts of Lost Profit Cases (Series: Complex Financial Litigation)Financial Poise
Business does not always go as planned. When a vendor breaches their contract to supply key parts, a lender reneges on their loan commitment, or a fire decimates a central distribution facility, the impacted business may have grounds to seek compensation in the form of the profits it would have earned had everything just gone smoothly. In order to successfully win (or defend against) any such claim, one must compile and analyze certain types of documents and information, understand and apply appropriate methodologies, and present their case in a manner consistent with that which the court or trier of fact requires. In this webinar, the expert panel discusses the circumstances that warrant lost profits claims, key considerations for both the claimant and defendant, and how such claims will ultimately be evaluated.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/nuts-bolts-of-lost-profit-cases-2021/
Nuts & Bolts of Lost Profit Cases (Series: Complex Financial Litigation 2020) Financial Poise
Business does not always go as planned. When a vendor breaches their contract to supply key parts, a lender reneges on their loan commitment, or a fire decimates a central distribution facility, the impacted business may have grounds to seek compensation in the form of the profits it would have earned had everything just gone smoothly. In order to successfully win (or defend against) any such claim, one must compile and analyze certain types of documents and information, understand and apply appropriate methodologies, and present their case in a manner consistent with that which the court or trier of fact requires. In this webinar, the expert panel discusses the circumstances that warrant lost profits claims, key considerations for both the claimant and defendant, and how such claims will ultimately be evaluated.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/lost-profit-cases-2020/
Business does not always go as planned. When a vendor breaches their contract to supply key parts, a lender reneges on their loan commitment, or a fire decimates a central distribution facility, the impacted business may have grounds to seek compensation in the form of the profits it would have earned had everything just gone smoothly. In order to successfully win (or defend against) any such claim, one must compile and analyze certain types of documents and information, understand and apply appropriate methodologies, and present their case in a manner consistent with that which the court or trier of fact requires. In this webinar, the expert panel discusses the circumstances that warrant lost profits claims, key considerations for both the claimant and defendant, and how such claims will ultimately be evaluated.
Part of the webinar series: COMPLEX FINANCIAL LITIGATION 2022
See more at https://www.financialpoise.com/webinars/
Experts: When Do You Need One & Where Do You Get One? (Series: Valuation 2020...Financial Poise
A dispute regarding the value of a business or business interest, other asset, or liability can often lead to litigation. When do you need a valuation expert? An independent, third-party expert is not necessarily required during the negotiation process although it may be helpful. Once you head to litigation, an expert is all but required. Are there credentials that are useful in identifying the appropriate expert? Are all credentialed experts the same or are there advantages to one over another? The process of selecting the right expert begins with identifying the issues in dispute. This webinar will help you by identifying and explaining key factors that you should consider in selecting an expert for your litigation circumstances.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuation-experts-when-where-2020/
Before going to market to sell your business, you or your executive team may want to obtain an independent appraisal. Likewise, prospective buyers may wish to obtain expert services to value an acquisition target or discrete portions of a target. This webinar provides a look into how valuation experts place a value on a going concern.
Part of the webinar series: Valuation 2021
When Do You Need One & Where Do You Get One? (Series: Valuation Fights in Lit...Financial Poise
A dispute regarding the value of a business or business interest, other asset, or liability can often lead to litigation. When do you need a valuation expert?
An independent, third-party expert is not necessarily required during the negotiation process although it may be helpful. Once you head to litigation, an expert is all but required.
Are there credentials that are useful in identifying the appropriate expert? Are all credentialed experts the same or are there advantages to one over another? The process of selecting the right expert begins with identifying the issues in dispute. This webinar will help you by identifying and explaining key factors that you should consider in selecting an expert for your litigation circumstances.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/when-and-where-2019/
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/common-issues-strategies-business-breakups-2020/
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/common-issues-and-strategies-in-business-breakups-2021/
Roadmap to Selling a Business or Taking on Outside InvestorsFinancial Poise
Part of the webinar series: BUSINESS ADVICE - FROM STARTUP TO SALE 2021
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
The Basics: Working With an Expert (Series: Valuation 2020) Financial Poise
This webinar is for the litigator who has not worked with an expert before or who otherwise would like some review. What’s the difference between a consulting expert and a testifying witness? How do you make sure your proposed expert will be accepted as an expert by the court? How do you protect your communications with your expert? What is an expert report and what can you do to make sure it is excellent? How do you plan your direct exam of your expert? How do you plan for redirect? This webinar addresses these topics.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuation-working-with-an-expert-2020/
When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations.
Part of the webinar series: Complex Financial Litigation 2021
See more at https://www.financialpoise.com/webinars/
Like the sale of goods, sometimes the share of ownership in a company must be discounted due to difficulty in finding a buyer. Liquidation costs of equity in private businesses may be substantial, and the equity’s value is discounted for that potential illiquidity. Likewise, partial ownership of a private firm may be worth less than proportional share of the total business. This webinar delves into these types of discounts and how they may impact the valuation of your asset.
Part of the webinar series: Valuation 2021
Turning an Idea or Product into a Business (Series: Business Advice - From St...Financial Poise
Building the infrastructure of a business around a product or service requires detailed focus upon items that are not intuitive.
An early decision which Founders must make is the selection of legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to consider steps to protect intellectual property by keeping copycats away, to the extent possible (i.e. with copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and incentivizing employees and finding a way to finance the business are examples of other key areas that Founders may need assistance with. This webinar provides an overview of these topics and shares some best practices with regard to them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/turning-an-idea-or-product-into-a-business-2021/
Common Issues and Strategies in Business Breakups Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
Part of the webinar series: COMPLEX FINANCIAL LITIGATION 2022
See more at https://www.financialpoise.com/webinars/
When business owners come to the point where they simply can’t see eye to eye, success can become unfeasible. Disputes between business owners can arise from any number of issues and have varying impacts on the actual business, ranging from simple distraction to total dissolution. Depending on the business and circumstance, the means for resolution may or may not be provided for in the relevant by-laws or shareholder agreement. In this webinar, the expert panel discusses different types of shareholder disputes and corresponding remedies, including alternative dispute resolution, buy-sell agreement provisions, and share valuation considerations.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/resolving-shareholder-disputes-2020/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
Part of the webinar series: Valuation 2022
See more at https://www.financialpoise.com/webinars/
Similar to Valuing Lost Profits for Litigation Purposes (Series: Valuation) (20)
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
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NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
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MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
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CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
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BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
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BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
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NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
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CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
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Part of the webinar series:
M&A BOOT CAMP - 2022
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CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
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Part of the webinar series: Crowdfunding 2022
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Macroeconomics- Movie Location
This will be used as part of your Personal Professional Portfolio once graded.
Objective:
Prepare a presentation or a paper using research, basic comparative analysis, data organization and application of economic information. You will make an informed assessment of an economic climate outside of the United States to accomplish an entertainment industry objective.
Biological screening of herbal drugs: Introduction and Need for
Phyto-Pharmacological Screening, New Strategies for evaluating
Natural Products, In vitro evaluation techniques for Antioxidants, Antimicrobial and Anticancer drugs. In vivo evaluation techniques
for Anti-inflammatory, Antiulcer, Anticancer, Wound healing, Antidiabetic, Hepatoprotective, Cardio protective, Diuretics and
Antifertility, Toxicity studies as per OECD guidelines
This presentation includes basic of PCOS their pathology and treatment and also Ayurveda correlation of PCOS and Ayurvedic line of treatment mentioned in classics.
A workshop hosted by the South African Journal of Science aimed at postgraduate students and early career researchers with little or no experience in writing and publishing journal articles.
MATATAG CURRICULUM: ASSESSING THE READINESS OF ELEM. PUBLIC SCHOOL TEACHERS I...NelTorrente
In this research, it concludes that while the readiness of teachers in Caloocan City to implement the MATATAG Curriculum is generally positive, targeted efforts in professional development, resource distribution, support networks, and comprehensive preparation can address the existing gaps and ensure successful curriculum implementation.
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Odoo provides an option for creating a module by using a single line command. By using this command the user can make a whole structure of a module. It is very easy for a beginner to make a module. There is no need to make each file manually. This slide will show how to create a module using the scaffold method.
Executive Directors Chat Leveraging AI for Diversity, Equity, and InclusionTechSoup
Let’s explore the intersection of technology and equity in the final session of our DEI series. Discover how AI tools, like ChatGPT, can be used to support and enhance your nonprofit's DEI initiatives. Participants will gain insights into practical AI applications and get tips for leveraging technology to advance their DEI goals.
2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.
3. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
3
4.
5. Meet the Faculty
MODERATOR:
John Levitske - Ankura Consulting Group, LLC
PANELISTS:
Michael Pakter - Gould & Pakter Associates LLP
Richard Claywell - J. Richard Claywell CPA
Brian Lappen - Plante Moran
5
6. About This Webinar
Valuing Lost Profits for Litigation Purposes
A competitor, contractor or other third party has taken actions that have damaged your client’s
business in the form of lost profits. How do you measure the lost profits? Must you
demonstrate lost profits with certainty? Over what period do you measure the lost profits? If
your client has not recovered fully, can you include estimated future lost profits? These are
all important questions in a lost profits case. This webinar addresses those questions and
summarizes the different methods to measure lost profits, as well as some of the critical
elements that must be considered in developing and presenting your damages theory in
court.
6
7. About This Series
Valuation 2021
What’s it worth? Whether you are engaged in the sale of an asset or attempting to recover damages in
litigation, valuations are often necessary for convincing the other side that your price is right. In
transactions, valuations assist parties in determining the price they are willing to pay or receive in the sale
of a security, business, or asset. In litigation, valuations play a critical role in setting a baseline for
damages awards. Expert assistance is required to accurately value many assets, whether it is a
business, a security, an intangible asset such as intellectual property or a brand, or lost profits in a
litigation context. Choosing the appropriate valuation expert can make or break your transaction or your
case, given the extensive battles between valuation experts that arise in contested matters. This series
provides an overview of valuation in its many contexts, from business valuations in transactions to battles
between valuation experts in all aspects of litigation.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
7
8. Episodes in this Series
#1: What's it Worth? Valuing a Business for Sale
Premiere date: 2/3/21
#2: Valuing Lost Profits for Litigation Purposes
Premiere date: 3/3/21
#3: Selecting the Right Valuation Expert
Premiere date: 4/7/21
#4: Minority and Illiquidity Discounts
Premiere date: 5/5/21
#5: Valuing Your Brand and Other "Soft" Assets
Premiere date: 6/2/21
8
10. What are the Different Types of Damages that can be
Recovered in a Lawsuit?
• Actual or compensatory damages – to compensate for proven injury or loss
• Nominal damages – awarded if an injury has been suffered, but no loss has occurred
• Punitive – in addition to other damages and available if defendant acted with malice,
recklessness or deceit
• Damages are intended to put the injured party in as good a position as he or she would have
been absent the wrongful act
10
11. Lost Profits
• An element of economic or compensatory damages
The harm suffered by the plaintiff as a result of the wrongful act of the defendant
Determined, with reasonable certainty, based on statutory rules and regulations or prior
decided court cases
• Consider if profits or the entire business has been lost
If profits lost, measure net (not gross) profits lost
If entire business lost, measure lost business value as an alternative to lost profits
11
12. To Prove Damages, Plaintiff Must Show…
• Wrongful act of the defendant caused a loss
• The amount of the loss can be estimated with reasonable certainty
• For certain contract claims, an additional element to be proved must be that the loss incurred
was foreseeable at the time the contract was entered into by the parties
12
13. Questions to Consider in Determining Lost Profit
Damages
• What caused the loss?
• Who caused the loss?
• Might other things have caused the loss?
• What is the best measure of the loss?
• What is the period of damages?
• What kind of financial and operational information is available?
• What is the capacity of the business?
• What are the primary risk factors facing the business?
13
14. What Role Does an Expert Play in Litigation?
Do I need One?
• Expert witness: Provide an objective and independent perspective before a trier of fact – at a
deposition, before a court, or in arbitration
An expert’s work is frequently discoverable including correspondence, notes, analyses,
research, drafts, and workpapers
It is important to realize this at the outset of an engagement
14
15. What Role Does an Expert Play in Litigation?
Do I need One?
• Expert consultant: provides research, discovery, analysis, and may assist in fact finding,
strategy, and identifying potential issues
Does not usually provide testimony
The work of a consultant is generally considered attorney work product and protected from
discovery (when attorney engages the consultant)
If the consultant becomes a testifying witness, all prior work is discoverable including that
performed while a consultant
15
16. Standards for Expert Testimony
• Frye – demonstrate expertise and apply methods/theories that are generally accepted
• Federal Rule of Evidence 702 – a qualified expert may testify if the testimony is relevant and rests
on reliable foundation
• Daubert – Federal Rule of Evidence 702 superseded Frye and concluded that methods do not
have to be generally accepted as long as testimony is relevant and reliable
16
17. Daubert Challenge to Expert Witness
• The judge is the gatekeeper and considers the Daubert factors to determine admissibility of an
expert’s testimony
Theory or technique used can be or has been tested
Theory or technique has been subjected to peer review
Potential error rate is determinable, or standards exist for error rate that is acceptable, and
Theory or technique enjoys widespread acceptance in the profession
17
18. Expert Qualifications
• An expert must demonstrate:
The requisite training, skill, knowledge, and/or experience in the field
The facts, data, assumptions and other documentation that were relied upon in forming
conclusions and opinions
The basis for the conclusions and opinions, including the methodology used
18
19. Proving Lost Profits
• Proximate causation – must be a link between the wrongful act and the damages
• Plaintiff must have tried to mitigate damages and cannot claim loss to the extent that damages
were mitigated
• Lost profits must be proved to a reasonable degree, but not with entire certainty
• Loss is mitigated to the extent that plaintiff’s actions/negligence contributed to loss
19
20. Proving Lost Profits
• Proximate causation: there must be a causal link between the wrongful act and damages
claimed
Transaction causation: “but for” the wrongful act, no loss would have occurred
Loss causation: the loss is related to the wrongful act
Both are required, but the wrongful act does not have to be the sole cause of the loss
20
21. Proving Lost Profits
• Only lost net profits are allowed as damages
• Lost profits can only be claimed over the “loss period”
Usually begins with the date of the wrongful act or later
The end of the loss period is usually the end of the term of a contract, a return to customary
levels of profit or some “foreseeable period”
Sometimes the damage is permanent
21
22. Market Share Approach
• Based on the difference between the plaintiff’s market share had there been no damage and its
market share after the damaging act
• When it’s appropriate:
When reliable market share data exist
When plaintiff company products/services fit within “market”
22
23. Market Share Approach
• Strengths:
Can provide objective, reliable basis for estimating
Other companies in “market” are independent of the damaging act
Accounts for changes in the industry during relevant period
• Limitations:
Difficult to determine market share (due to lack of data, comparability)
Difficult to assess due to dynamic markets
23
24. Before and After Approach
• Based on a comparison of the plaintiff’s sales before the damaging event with plaintiff’s sales
after the event, either actual sales or a projection of sales that would have been achieved in the
absence of the wrongful act (“but for” sales)
• When it’s appropriate:
When reliable historical data exists
When growth trends are predictable
In relatively static comparative environments
24
25. Before and After Approach
• Strengths:
Relies on plaintiff’s actual, historical financial results as a basis for comparison to estimated
future results
Courts often favor financial projections based on past results
• Limitations:
Requires sufficient historical data
May not account for changes in the industry/economy
Periods before and after damaging act may not be comparable
Unavailable for newly established firms or start-ups
25
26. Yardstick Approach
• Based on a benchmark or “yardstick,” a similar business unaffected by the damaging act – e.g.,
a comparable company, division or industry benchmark
• When it’s appropriate:
When a reliable yardstick exists
With newly established firms
26
27. Yardstick Approach
• Strengths:
Can provide objective, reliable benchmark for estimating
Yardstick is independent of effects from damaging act
Accounts for changes in industry or market
Accounts for differences in time periods
• Limitations:
Lack of comparability between plaintiff and yardstick (e.g., size, sales channels)
Yardstick data may not be available
27
28. Sales Projection Approach
• Based on a sales projection that was prepared prior to the damaging act or reflective of the
terms of a contract
• When it’s appropriate:
When a sales projection was prepared prior to the damaging act
When a stable trajectory of existing orders exists
When expected sales can be estimated from contract terms
May be appropriate for newly established firms if orders/contracts exist
28
29. A Simple Average or Simple Regression Might Not
Provide A Supportable Damage Number?
29
30. Sales Projection Approach
• Strengths:
Can provide specific objective, reliable estimate
Estimates of volumes and pricing agreed to by the parties to a contract
May reflect actual orders
• Limitations:
More uncertainty with respect to sales beyond the period of existing orders/contract terms
Must demonstrate ability to fulfill the orders/projection
30
31. Choosing the Right Approach
• Consider the availability of information – from the company, the industry, competitors, industry
analysts, etc.
• Consider the following factors prior to the damaging act:
Were plaintiff’s sales trends steady and predictable?
Did the plaintiff have orders in hand?
Were plaintiff’s sales trends comparable to another company or industry as a whole?
Which approach is most consistent with the facts in the case and market conditions during
the damage period?
Is the company’s financial information reliable?
31
32. Avoided Costs
• Lost profits as measured by:
Lost incremental sales/revenue
Less avoided incremental costs – those costs that would have been incurred with the
generation of the lost revenues but were not
Plus costs that were incurred to mitigate damage that would not have otherwise been
incurred if the revenue had not been lost
• Fixed vs. variable costs:
Depends on loss period: fixed over loss period or semi-variable
Some costs may have been incurred prior to the damage
32
33. Estimating Future Profits
• Must be based on reliable information and reasonable assumptions
• Common sources for estimating lost sales/revenue:
The plaintiff’s actual prior and subsequent experience
The plaintiff’s capacity for growth
The plaintiff’s budgets, forecasts, or projections
o Prepared prior the damaging event in the normal course of business
o History of plaintiff’s ability to achieve budgets and forecasts
o Who specifically prepared budget/forecast and for what purpose
33
34. Estimating Future Profits
Sales of identified lost customers
The experience of other comparable businesses, locations, business units or divisions
The defendant’s subsequent experience (i.e. sales, customers that were taken)
Industry averages/trends (i.e., yardsticks)
• Recovery of lost profits are limited to the loss period
34
35. Measurement Date
• Lost profits occur over time but are quantified at a date certain:
Dating back to the wrongful act (ex-ante)
Dating to trial date (ex-post)
• If ex-ante, all lost profits are discounted to the date of the wrongful act
Often cannot use information unknown until after the wrongful act
Some jurisdictions will allow pre-judgment interest – bringing the value forward to judgment
date
Some states require an ex-ante analysis
35
36. Measurement Date
• If ex-post, past lost profits during the loss period up to the date of the trial are accumulated to
the trial date and future lost profits during the loss period subsequent to the date of trial are
discounted to present value
Usually information known after the date of the wrongful act but prior to trial can be used
Accumulation of lost profits to trial date may require interest
36
37. Interest
• Pre-judgment interest: bringing lost profits to the date of judgment
May or may not apply depending on jurisdiction and relevant statutes
• Post-judgment interest: bringing the lost profits to the date of payment subsequent to the
judgment
Accounts for time-value of money until payments are made
• Choosing the right interest rate:
Basis: the rate that would compensate the plaintiff appropriately
Risk vs. required rate of return: principle that investors require higher return for higher risk
37
38. Interest and Risk Profiles
• Statutory: lowest risk profile
• Yields on U.S. Treasury Securities: risk free
• Prime lending rate: low risk
• Company’s average cost of borrowing: lost risk
• Company’s weighted average cost of capital: risk profile depends on risk of company
• Company’s cost of equity (required rate of return of investors in company): high risk
• Risk factor relative to the risk inherent in projection: highest risk
38
39. Other Issues
• Risk adjusted lost profits vs. risk adjusted discount rates
Adjusting lost profits to a riskless stream or “certainty equivalents”, then discounting at the
risk-free rate
Risk-free rate implicitly includes “real” rate of return and expected inflation
Adjusting discount rate for the perceived risk in the lost profits rather than the lost profits
stream
39
40. Other Issues
• Methods of estimating risk adjusted discount rates
Risk vs. required rate of return
Capital asset pricing model
Build-up model
• Present value factors
Stub periods
End of period vs. mid-period discounting
Seasonality adjustment
o
40
41. Taxation
• Compensatory damages are generally taxed as ordinary income to the party receiving the
damages
Damages calculations are usually prepared with pretax lost profits and discounted using
after-tax discount rates
o This methodology leaves the plaintiff whole after the payment of taxes on the
damages award
Alternatively, the lost profits could be determined on an after-tax basis, discounted and then
grossed up for the taxes that will be paid on the awarded damages
Both methods result in the same amount and leave the plaintiff in the position he/she would
have been there had there been no wrongful act
41
42. Lost Profits Claim Defenses
• Causation
Must be causal link between wrongful act and damages
Did plaintiff’s acts cause damage or contribute to the damage – negligence
If more than one act caused the damages, the lost profits should be quantified separately
for each act to the extent possible
42
43. Lost Profits Claim Defenses
• Lack of attempt/effort to mitigate
Plaintiff has an obligation to make an effort to mitigate damages
Cannot recover damages where the loss was foreseeable and could have been avoided
without undue cost
Cannot recover lost profits beyond the period that would reasonably be required to recover
(no windfalls)
Reasonable expenses incurred in attempts to mitigate are recoverable
• Maximize avoided costs, maximize lost “net” profits
• External factors responsible
43
45. About The Faculty
John Levitske - John.Levitske@Ankura.com
John Levitske, CPA/ABV/CFF/CGMA, ASA, CFA, CFLC, CIRA, MBA JD serves as a
business valuation, forensic accounting and damages expert witness, arbitrator, and advisor.
He provides business valuation, forensic accounting, purchase price analysis, damage
quantification, and dispute resolution services in complex commercial situations. He testifies
as an independent expert witness in disputes, both domestic litigation and international
arbitration, regarding issues of valuation, finance, accounting (e.g., GAAP) or damages. He
also acts as a neutral expert determiner or neutral arbitrator and advises clients in mediations
and negotiations. He is frequently consulted regarding business disputes, shareholder
disputes, M&A transaction disputes and bankruptcy.
To read more, go to https://www.financialpoise.com/webinar-faculty/john-levitske/
45
46. About The Faculty
Michael D. Pakter - mpakter@litcpa.com
Mr. Michael D. Pakter has 40 years of experience in accounting and forensic accounting, business
economics and investigations in numerous industries and diverse engagements, including more than 20
years of experience in economic damages and business valuations.
He has participated in public hearings and alternative dispute resolutions, submitted expert reports in
several jurisdictions and testified in arbitrations, regulatory proceedings and litigated disputes. State,
Federal and Bankruptcy Courts, as well as arbitral bodies, have recognized him as an expert in
accounting, financial analysis, forensic accounting, economic damages, business valuation and business
economics.
Mr. Pakter is a Certified Public Accountant (“CPA”), registered and licensed in the State of Illinois. The
American Institute of Certified Public Accountants (“AICPA”) has recognized him as additionally Certified
in Financial Forensics (“CFF”) and Management Accounting (“CGMA”). He can be reached
at312.229.1720, mpakter@litcpa.com or via www.litcpa.com.
46
47. About The Faculty
Richard Claywell - richard@biz-valuation.com
Richard is a practicing Certified Public Accountant, and holds the additional designations of Accredited in Business
Valuation, Accredited Senior Appraiser, Certified Business Appraiser, International Certified Valuation Specialist,
Certified Valuation Analyst, Certified in Merger & Acquisition Advisor, Master Analyst in Financial Forensics, Certified
in Fraud Deterrence, Accredited in Business Appraisal Review. Richard has been valuing closely held companies
since 1985. Richard’s practice is restricted to business valuation, economic damages, profit enhancement and exit
planning. Richard received his Bachelor of Science in Accounting in 1979 from the University of Houston – Clear
Lake. He then received certification as a Public Accountant in 1983. Over the years, Richard has earned additional
accreditations that relate to business valuations, economic damages and fraud. Richard has been an instructor for
the National Association of Certified Valuation Analysts for many years, has been an instructor for the Internal
Revenue Service and the International Association of Consultants Valuators and Analysts (IACVA). Richard is
currently the Director of Education for the IACVA and is responsible for the business valuations materials being
taught in 55 countries. Richard has taught business valuation or economic damage courses in China, Korea, Taiwan.
Richard has performed over 1,000 business valuations since 1985. Richard has testified in Texas County Court,
Texas State Court, Bankruptcy Court and Texas State Courts. Richard has given testimony in economic damages
(lost profits), shareholder disputes, personal injury, wrongful termination and divorce.
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48. About The Faculty
Brian Lappen - brian.lappen@plantemoran.com
Brian Lappen is a Senior Manager with Plante Moran’s Forensic and Valuation Services group in Chicago.
With more than 19 years of forensic, litigation, and advisory experience, Brian brings significant experience to
clients involved in forensic and litigation support matters. Over his 18 years of experience, Brian has consulted
clients on a wide variety of forensic investigations involving fraudulent financial reporting and asset
misappropriation and also has extensive experience assisting clients in the prevention and detection of fraud,
including the assessment, enhancement, and implementation of anti-fraud programs and controls. Brian’s
litigation support experience with clients is extensive, including assisting clients with contract disputes,
shareholder disputes, professional liability matters, business interruption claims, and disputes involving the
calculation of lost profits. Brian has also served clients involved in post-acquisition disputes, including working
capital disputes, earn out disputes, and breaches of representations and warranties, for matters involving the
GAAP treatment of accounting items relevant to the post-close calculation. Brian earned a Masters of
Accountancy degree in accounting from the University of Wisconsin – Madison. He is a Certified Public
Accountant in the states of Wisconsin and Illinois and is also a member of the American Institute of Certified
Public Accountants.
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49. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
49
50. About Financial Poise
50
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