Special Committees and Board Representations

Fact Sheet

Experience

    • The Special Committee of SiriusXM in its agreement to combine SiriusXM with Liberty Media’s Liberty SiriusXM tracking stock group to create New SiriusXM, a new public company.
    • J.P. Morgan Securities, as financial advisor to the special committee of Franklin BSP Lending Corporation (FBLC), in FBLC’s merger with Franklin BSP Capital Corp.
    • The Special Committee of Liberty Broadband in Liberty Broadband’s $10.59 billion acquisition of GCI Liberty.
    • The Special Committee of the Board of Directors of Yandex in a restructuring of its corporate governance.
    • The Special Committee of the Board of Directors of Match Group, a dating company with a market value of over $30 billion, in its separation from IAC.
    • The Special Committee of the Board of Directors of BGC Partners in BGC Partners’ acquisition of Berkeley Point Financial, a leading commercial real estate finance company.
    • Evercore, as financial advisor to the Special Committee of Fortress Investment Group, in Fortress Investment’s $3.3 billion acquisition by SoftBank.
    • The audit committee of the board of directors of a multinational consulting firm as independent counsel in an internal investigation of FCPA violations relating to projects in the Middle East, Latin America and Asia.
    • Dr. Krishna Palepu, Vice Dean of the Harvard Business School and a former Audit Committee director of Satyam Computer Services Ltd., in dismissal of all claims in a multi-district securities class action litigation and related proceedings arising from the confession by Satyam’s former CEO that he engineered a massive financial fraud.
    • Syracuse University in responding to inquiries by various law enforcement authorities which arose as a result of allegations of sexual abuse made against former Associate Head Coach of the University’s men’s basketball team.
    • Internal investigation for the Audit Committee of Office Depot relating to accounting and disclosure issues.
    • Allianz Global Investors of America L.P. in an investigation by a special committee of independent trustees of the Allianz Funds in response to a derivative demand letter.
    • A major accounting firm in a Public Company Accounting Oversight Board inquiry.
    • The Board of Directors of Eclipsys in its $1.4 billion merger with AllscriptsMisys Healthcare Solutions.
    • Siemens’ Audit Committee in a worldwide investigation into possible corrupt payments to government officials leading to an early settlement with the U.S. and German authorities.
    • An internal review for the Audit Committee of BG Group relating to issues arising in an investigation by Italian authorities into allegations of corruption in a project in Brindisi, Italy.
    • A Special Committee of the Board of Westar Energy in a grand jury investigation involving the company’s senior officers.
    • An individual in an SEC investigation alleging stock options backdating being conducted by a company at which he previously served as a board member.
    • The Audit Committee of Telewest, a telecommunications company with principal operations in the United Kingdom, in an internal investigation of certain accounting and billing practices.
    • A Special Committee of the Board of Tommy Hilfiger in an internal investigation and United States Attorney’s Office investigation of tax accounting issues related to offshore subsidiaries.
    • Albany Diocese Sexual Misconduct Review Board in an independent internal investigation concerning allegations of sexual misconduct against the Bishop of Albany.
    • A Special Committee of the Board of Directors of a major U.S.-based pharmaceutical company in responding to a derivative demand letter broadly alleging misconduct, including securities violations, insider trading and fraud, arising in connection with the results of a clinical trial.
    • Acting for the audit committee of international shipping company NewLead Holdings, a Nasdaq listed entity, to conduct an investigation under Section 10A of the Securities Exchange Act of 1934 into the circumstances behind a high value transaction.
    • An internal investigation for the audit committee of a worldwide communications company concerning payments made to certain commercial counterparties.
    • Former directors and officers of RSL Communications and related companies in defense of actions brought by the debtor in possession and creditor’s committee in the U.S. District Court for the Southern District of New York Bankruptcy Court, obtaining dismissal of claims seeking $1.8 billion for breaches of fiduciary duty and constructive fraud.
    • Independent counsel to the audit committee of the board of directors of an international consulting firm in an internal investigation of projects in the Middle East, Latin America, and other locations.
    • Internal investigation of senior management on behalf of a special committee of a public company board of directors.
    • Numerous other corporations and their directors and officers in securities class actions, derivative litigation, appraisal proceedings and independent special committee investigations.
    • Special committees of the boards of directors of two major pharmaceutical companies charged with conducting internal investigations concerning how certain clinical trials were designed and run, and how the trial results were treated.
    • The Audit Committee of a Chinese pharmaceutical manufacturer that is publicly listed in the U.S. in an investigation of potential corruption issues arising under the FCPA.
    • The Audit Committee of a large public company in the healthcare industry in an internal review of whistleblower allegations of possible manipulation of bad debt reserves.
    • The Audit Committee of a marketing company into allegations of improper revenue recognition and other accounting irregularities.
    • Internal investigations and FCPA compliance advice to a major multinational U.S. research-based pharmaceutical manufacturer. We also conducted internal investigations for the Audit Committee and senior management into a number of accounting reserves issues.
    • The Audit Committee of a prefabricated housing manufacturer into allegations of improper accounting for liability and other reserves; and
    • The Boards of Trustees of several independent schools in allegations of improper conduct by teachers, coaches and administrators.
    • The financial director of a UK company, under administration, in investigations into potential accounting irregularities by the Financial Reporting Council (FRC). A successful settlement was reached with the FRC.
    • The former Chairman of the Audit Committee of China North East Petroleum Holdings in the dismissal of a securities class action lawsuit and a shareholder derivative lawsuit arising out of alleged misstatements in the company’s disclosures and financial statement.
    • The independent Compliance Committee of Siemens in a review of questionable payments in Asia as part of the firm’s wide-ranging investigation of allegations of corruption arising under the FCPA and similar legislation treaty obligations from other jurisdictions.
    • Independent directors of News Corporation in allegations relating to phone-hacking in the United Kingdom.
    • The Special Committee and independent members of the Board of Directors of Dell in defeating requests for a preliminary injunction and obtaining dismissal of 26 stockholder class actions challenging $25 billion going-private transaction.
    • The Special Litigation Committee of the Board of Directors of Office Depot in its investigation into allegations asserted by a shareholder in a derivative action that Office Depot improperly carried back certain tax losses from 2010 and prior years, based on economic stimulus-based tax legislation.
    • Independent Committee of the Board of Directors of Martha Stewart Living Omnimedia in its $365 million sale to Sequential Brands.