Why you should attend
An understanding of key financial, accounting and economic concepts, principles and terminology will contribute to your ability to interact with and advise your clients with their critical issues. The ability to identify and appropriately use financial and accounting information is relevant to a wide range of legal and regulatory matters for both external and in-house attorneys. Litigators and transactional attorneys alike will benefit from this practical course designed specifically for non-accountant attorneys and allied professionals and taught by members of the nation’s top accounting, tax and advisory firms, major alternative asset managers and investment banks, leading law firms and universities.
Case studies will be incorporated throughout the various segments to provide you with a practical perspective on how business transactions impact financial statements and offer “hands-on” experience with performing financial ratio calculations and analysis, comparisons of different capital structures, effective use of financial statement disclosures and footnotes, legal issues and use of valuations in M&A litigation, and more.
What you will learn
- Increase your knowledge and understanding of foundational finance, accounting and economics terminology and principles
- Enhance your ability to navigate and understand the basic financial statements -- the balance sheet, income statement, statement of cash flows and statement of shareholders’ equity
- Become more familiar with “core” accounting concepts like the matching principle and accrual accounting, historical cost, tax basis and fair value accounting and valuation methodologies
- Examine key corporate finance concepts, including financial ratios and analysis
- Expand your perspective on international accounting and finance considerations
- Gain insights from a legal perspective on the use of valuations, common claims and defenses in M&A litigation, and how accounting issues, valuations and M&A deal terms, such as earn-out provisions, are interpreted by the courts.
- Analyze a case study involving financial issues in common flow-through tax partnerships
Who should attend
Attorneys and allied professionals who work with financial information or business transactions, whether in the course of litigation, M&A or financing transactions, or as in-house counsel, will benefit from this program.
DAY ONE: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:00 p.m.
9:00 Opening Remarks and Introduction
Kirsten S. Aunapu, Eric B. Sloan
9:15 Overview of Relevant Accounting Frameworks and Sources of Information
- Objectives of financial reporting
- Overview of authoritative financial accounting literature
- Regulatory update - U.S. Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), convergence and more
- SEC-registered and public company vs. private company accounting and reporting
Erik M. Moe
10:15 Networking Break
10:30 A Detailed Look at Basic Financial Statements
- The purpose of financial statements
- Reporting to stakeholders
- Basic Financial Statements
- Income Statement
- Balance Sheet
- Statement of Cash Flows
- Statement of Shareholders’ Equity
- Accounting fundamentals and core concepts
- Matching principle, accrual method
- Historical cost, fair value
- Estimation and judgment
- Case Study: Business Transactions
- The mechanics of accounting
- Impact to financial statements
- Disclosures and footnotes
- Role of the auditor
Dan Berner, Jason Downing
12:00 Lunch Break
Afternoon Session: 1:15 p.m. - 5:00 p.m.
1:15 Practical Elements of Finance
- Discounted cash flow (DCF)
- Net present value (NPV)
- Internal rate of return (IRR)
- Discount rate
Jennifer L. Blouin, Brian Doyle
2:30 Networking Break
2:45 Capital Structure
- Overview of capital structure theories
- Common financing alternatives - debt, equity and hybrids
- Factors affecting capital structure
- Sources of funding
- Stock buy-backs
William B. Brentani, Katharine A. Martin, Eric B. Sloan, Lewis R. Steinberg
4:00 Closing Business Transactions
- A detailed look at negotiation
- How to divide-and-conquer when working with an investment bank
- Common stumbling blocks to closing transactions
- Examination of “fringe” deal issues that often create transaction friction
Drew A. Buechley, Michael Goodman
DAY TWO: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:15 p.m.
9:00 Valuation Application and Methodologies
- Introduction to valuation methodologies, including Cost, Income and Market approaches
- M&A activities, business dissolution, and ownership settlement issues
- Financial reporting, including purchase price allocations, impairment testing, mark to market accounting and fair value accounting
- Tax implications, including:
- Planning and structuring
- Family wealth and estate planning
- Transfer pricing
- Fixed assets, collateral, insurance
- Application and types of analyses, including: litigation models, damage calculations, lost profits, intellectual property, royalty rates and pricing
- Fairness opinions
- Insights on how to interpret and analyze valuation reports
- Common claims and defenses in M&A litigation
- How accounting issues, valuations and M&A deal terms, such as earn-out provisions, are interpreted by the courts
Dan Knappenberger, Kenneth P. Herzinger
10:30 Networking Break
10:45 Integrated Performance Management
- Introduction to key performance indicators
- Financial and operational ratios
- Case Study: Ratios and Analysis
- Business Processes and Technology
- Strategic Planning
- Budgeting and Forecasting
- Consolidations and Reporting
- Analysis and Intervention
- Enabling Technology
Dan Berner, Jason Downing
12:15 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Solvency, Restructuring and Bankruptcy
- State of the capital markets and outlook
- Analysis of indicators and causes of financial distress
- An overview of the restructuring process and alternatives
- Chapter 11 reorganization
- Impact on constituents (employees, creditors, suppliers, customers)
Doug Lane, Cynthia A. Nelson, Todd J. Rosen
2:30 Networking Break
2:45 Financial Analysis of Tax Partnerships
Case Study of a tax partnership illustrating:
- State and tax law effects on financial analysis
- The roles of lawyers, tax advisors, and finance professionals
- Best methods for computing cash flows
- Application of financial tools to cash flows
Bradley T. Borden
3:45 Professional Ethics in the Transactional Setting
- Analysis of real-world situations that raise complex ethical issues for transactional lawyers
- Transactional practices that result in ethics violations and malpractice suits
- Typical Circular 230 disclaimer purposes and effects
- The overlap of federal tax penalties and professional ethics
Bradley T. Borden, Dennis J. Ventry, Jr.
Kirsten S. Aunapu
~ Partner, National Office Accounting Consultation, Deloitte & Touche LLP
Jennifer L. Blouin
~ Associate Professor of Accounting, The Wharton School, University of Pennsylvania
~ Principal, Strategy & Operations, Deloitte Consulting LLP
~ Principal, Valuation Services, Deloitte Financial Advisory Services LLP
Erik M. Moe
~ Director, Accounting, Valuation and Analytics, Deloitte & Touche LLP
Lewis R. Steinberg
~ Managing Director, Head of Strategic Advisory (Investment Banking Department), Credit Suisse Securities (USA) LLC
San Francisco Seminar Location
PLI California Center, 685 Market Street, San Francisco, California 94105. (415) 498-2800.
San Francisco Hotel Accommodations
The Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105. Call (800) 917-7456 seven days a week from 6:00 am to 12:00 am (PDT) and mention you are attending this program at Practising Law Institute to receive the preferred rate. For online reservations, go to www.sfpalace.com/pli to receive the preferred rate.
Due to high demand we recommend reserving hotel rooms as early as possible.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.