William H. Purcell has over 40 years of experience in Investment Banking, Mergers and Acquisitions, and other Finance Issues. He is currently a Senior Director at Seale & Associates, a boutique investment bank with both U.S. and foreign clients. Seale is focused on Mergers and Acquisitions, Corporate Finance Advisory, and Strategy Consulting.
Mr. Purcell's past client coverage includes such companies as Anheuser-Busch, Hoechst Celanese, Volkswagen, and Metropolitan Life to name a few. He was also appointed CEO of a publicly-traded company going through bankruptcy proceedings. Additionally, Mr. Purcell has been a director on several corporate boards. Through his relationship with Seale & Associates, Mr. Purcell has affiliations with professors at The George Washington University Business School and the University of Virginia Business School. He has been an occasional guest lecturer in investment banking and finance at George Washington University and Monmouth University.
Consulting Services Include
Mergers and Acquisitions - LBOS and Recapitalizations
Advice to Special Committees of Boards and Trustees
MCS Associates is a nationally recognized consulting group that has provided financial, operations and regulatory/compliance consulting services nationwide to financial institutions, insurance companies and regulatory agencies as well as real estate and financial services organizations for over 40 years. Expert Witness and Litigation Consulting are a primary focus of our services. We undertake expert witness assignments throughout the United States and our clients include several hundred leading law firms around the country, working on behalf of both plaintiff and defendant financial institutions, borrowers, depositors, investors, developers, insurance companies and their insured, securities/insurance/real estate brokers/agents, regulators and government agencies, and individuals.
Together with MCS Associates’ specialized resources in banking, financial services and real estate, we also draw on key strategic alliances in insurance, economics, academia and the securities industry to meet a wide range of expert witness needs. Our litigation experts include experienced bankers, lenders, consultants, regulators, managers, brokers & agents in insurance, real estate, and securities; insurance claims and underwriting managers; economists, accountants, appraisers, real estate analysts, and academics.
Bedford and Main Financial Consulting provides services primarily catering to the Broker-Dealer and Registered Investment Advisor communities. Founded in 2012, our fundamental areas of expertise are: Operations, Compliance, and Management. Our core services focus on traditional consulting projects, anti-money laundering (AML) testing and compliance, and expert witness litigation and testimony.
Bedford and Main is listed in the FINRA Compliance Vendor Directory
We enjoy supporting broker-dealers of all shapes and sizes. Our client list includes introducing brokers, correspondent clearing brokers, clearing firms. prop trading firms, Fintech brokers and new broker-dealer start-ups. Our testimonial page speaks for itself: www.BedfordandMain.com/testimonials.
Operations and Compliance Expertise: Our experience is both deeply rooted, yet freshly relevant. With 40 years of hands-on senior experience, our management has been actively building, growing and restructuring broker-dealers. While based in the metropolitan Philadelphia area, Bedford and Main's client base is global. Our “bread and butter” Operations expertise focuses on conversions and project management. While on the Compliance side, we specialize in areas related to Supervision, Anti-Money Laundering, and Acceptance, Waiver and Consent (AWC) settlements.
Bedford and Main is a supporter of SIFMA and the Financial Services Institute.
Broker-dealer Start-ups – FINRA New Membership Application Process (NMA)
Selling “Shell” Firms and other Mergers & Acquisitions Activity
Our clients appreciate how valuable it is to work with a consultant who has held Series 3, 7, 24, 27 and 63 licenses, and is a FINRA Dispute Resolution Arbitrator and a Certified Anti-Money Laundering Specialist (CAMS). Moreover, the insights we provide resulting from our securities expert witness engagements often prove invaluable.
As a consulting firm that focuses on broker-dealers (B-Ds), we often have discussions with clients, particularly new start-up firms, who are looking to understand the big picture of what makes up the industry. This paper will attempt to expand on some of the particular points noted by FINRA and to provide more color on industry trends related to the makeup, business models, and structure of the current broker-dealer environment.
BHK Associates, Inc. (BHK), is a Banking / Finance firm comprised of former bank presidents, chief executive officers, chief creditor officers, and chief lending officers. BHK clients include banks, credit unions, title companies, financial institutions, and insurance companies.
Advisory Services - BHK Associates, Inc., provides a broad range of advisory services to the financial industry and its clients, involving a number of disciplines: Banking Industry Standards & Best Practices, Strategic Planning and Performance Reviews, Banking Operations, Construction Lending, Due Diligence Reviews, Merger & Acquisition Reviews, Troubled Debt Restructuring, Real Estate Appraisal Issues, and more.
Special Credits & Loan Workouts - Their experts have years of experience advising in the areas of special credits, loan workouts, and collection. Specific areas of expertise include: Problem Loan Review & Classification, Problem Loan Workout Strategies, Negotiating Loan Workouts & Forbearance Agreement, Asset Disposition and Loan Sales, Intra-bank disputes, Problem Asset Valuation, Loan Quality Assessment and Analysis, etc.
Brian H. Kelley, Founder and Principal, is a seasoned Banking Executive, Lender, and Attorney with over 30 years of experience in lending, top management, and legal positions for both regional and larger commercial banks in California, Arizona, Washington, and Oregon. He has served as the CEO of three successful community banks and the head of a Multi-Billion Dollar lending group with a large international bank.
Mr. Kelley earned his BA and JD from Brigham Young University. He has been admitted to the CA, UT, and HI Bar Associations. He also has extensive professional course experience in loan underwriting, credit analysis, corporate finance, and lending practices. Mr. Kelley has been a featured speaker and panelist for various industry groups, including the Mortgage Bankers Association and the National Hotel Finance & Investment Conference.
Convergent Capital Appraisers (CCA), is a full-service Business Valuation firm located in Houston, Texas, CCA specializes in providing its clients appraisals of closely-held operating businesses, family investment entities, and a variety of other financial assets. With clients and businesses located throughout the State of Texas, CCA also works frequently with clients and their advisors from across the United States to international locations, including Mexico, Canada, Brazil, Peru, and Poland.
All valuation engagements undertaken by Convergent Capital Appraisers consider the various elements of appraisal theory developed by The American Society of Appraisers (ASA) and are performed under the ASA's Principles of Appraisal Practice and Code of Ethics, as well as the Statements on Standards for Valuation Services No. 1 issued by the American Institute of Certified Public Accountants. In the preparation of their valuation reports, CCA also conforms to the Uniform Standards of Professional Appraisal Practice "USPAP" as developed by The Appraisal Foundation.
Federal Estate, Gift, and Income Tax Appraisals
Business Transaction Consulting
Divorce and Ownership Disputes
Financial Asset Valuation and Consulting
Principal, Scott S. Miller, MBA, ASA, ABV, specializes in Business Valuation and Transaction Consulting for small to middle market companies. He has over 35 years of professional business experience that ranges from senior operations management with publicly-traded companies to handling all aspects of operations in small privately-held manufacturing and service businesses.
Along with an MBA from the University of Houston, Mr. Miller achieved the Accredited Senior Appraiser (ASA) designation from the American Society of Appraisers, the Accredited in Business Valuation (ABV) certification from the American Institute of Certified Public Accountants and has over 15 years of business / financial asset valuation and consulting experience.
Carlo Scevola & Partners is an International Fiduciary Company headquartered in Geneva, Switzerland, with branches in six continents. We specialize in International Planning, Strategic Consulting and Wealth Management. Our clients trust us for everything from setting up an Offshore Company to Mergers and Acquisitions to Business Finance and Asset Protection. CS&P’s customer-centric methodology ensures that each client gets a custom-tailored solution which addresses that business’ individual objectives and requirements. Our team has expertise in every functional category and every important geography. From finance to operations to human resources to marketing – from the Americas to Europe to Africa, Asia and Oceania – CS&P can bring together experienced executives who know how to advise you and will make your enterprise a success. All this while always protecting your privacy. Services Offered: Business and Strategic Consulting
Intended as a unique source of inspiration for effective business organization and tax planning, as well as a quick and easy reference book, the Offshore Jurisdictions Guide is a comprehensive and objective guide to offshore jurisdictions offering personal taxation and business opportunities. Providing a solid overview of 100 jurisdictions around the world, this is an essential handbook for financial experts, legal advisors, consultants, and the general public.
Danny F. Dukes and Associates, LLC is a Forensic Accounting Firm that specializes in expert witness and litigation support services. We have investigated fraud and various financial transactions. We are extremely knowledgeable in all aspects of laws pertaining to financial transactions and lending transactions.
Our founder, Danny F. Dukes, has spent over 30 years in the financial institutions and mortgage industry. Danny understands all aspects of mortgage and financial institution transactions.
As a consultant, he has assisted community banks with investment management, asset liability management, investment banking, compliance issues, internal audit, bank operations, bank policies, and generally accepted accounting principles. He has assisted in a capital raise for de-novo banks. He has also served as a lead on the selection of data processing solutions and transition teams for mergers and acquisitions.
Dealer Advisory Group is dedicated to improving Automobile Dealership profitability, efficiency and compliance by consulting, educating and delivering innovative solutions. Dealer Advisory Group is specifically tailored to the automotive business with a focus on non-franchise and BHPH operations. They advise and consult with dealers looking to sell their business or develop a succession plan.
Sales and Service Audits
Finance and Insurance Training
Buy / Sell Consulting
Real Estate Counsel
Litigation Management / Expert Witness Services
Managing Director, Kevin D. Hochman, Esq., is a dynamic and strategic automotive executive experienced and highly skilled in all areas of Auto Dealership Operation and Management. In 2002 he worked as an attorney for a consultant company, providing comprehensive and practical legal and operations guidance to over 1,100 California dealerships. Some of those duties included, advertising review, compliance audits, custom training, and publications and interpretations of federal and state regulations (ASFA, Reg. M, TILA, etc.).
In 2007, Mr. Hochman went on to work his way up to the Director of Operations and General Counsel responsible for the day-to-day legal and business operations of one of the largest privately-owned multi-state dealer groups in the country with as many as 20 rooftops, 2,000 employees and $3 billion dollars in annual revenue. He is intimately familiar with every Dealership department and consistently interacted with managers, owners, vendors, lenders, manufacturers, insurers, and attorneys on all Dealership matters.
Mr. Hochman provided proactive and comprehensive legal direction and training to dealer personnel on all areas. He was responsible for drastically decreasing expenses and increasing operational efficiency using benchmarks and best practices improving dealership’s processes and profitability.
Additionally, he is a licensed real estate broker and negotiated and managed a $600 million commercial real estate portfolio. He has negotiated and/or has been an integral part of over 20 dealership buy/sells. He is currently a member of the California state bar, Association of Finance and Insurance Professionals (AFIP), a Director of the National Association of Dealer Counsel (NADC), and a member of the California New Car Dealers Association (CNCDA) Regulatory and Legal Affairs Board.
Eric F. Forister, PhD is an Economist with expertise in industrial organization, applied microeconomics, and applied econometrics. He has extensive experience in applying economic insights to understand firm and market behavior, analyzing large datasets using advanced econometric and statistical techniques, and designing and evaluating surveys. He has co-authored medical research papers and legal publications on class certification and market definition. As a consultant, Dr. Forister has addressed issues such as:
Royalty Rates (including FRAND)
Dr. Forister has analyzed dozens of industries including consumer packaged goods, luxury goods, food products, medical services, biotechnology, legal services, fitness, clothing, entertainment, real estate, air and ground transportation, telecommunications, television, electronics, heavy industry, advertising, restaurants, automobiles, gasoline, payment processing, and illicit markets.
PhD in Business Administration (Field: Economics), Stanford Graduate School of Business
BS in Mathematics / Economics, University of California at Los Angeles, magna cum laude
The Garibaldi Group is a accounting firm that takes accounting and financial management to a new level of responsiveness.
Providing a full range of traditional as well as non-traditional services, this boutique firm focuses on the closely held businesses that are the backbone of our nation. The Garibaldi Group lives by two rules...A commitment to excellence and a passion for accounting. The complexities of accounting, compliance and the twists and turns of the financial markets is a full time job that requires specialized expertise and professional vigilance. We are committed to providing the best possible service, expertise and experience to help companies and individuals achieve their goals. With our accounting acumen and our desire for professionalism being our first and foremost value, we always try to help each client with a level of responsiveness they deserve.
The Garibaldi Group helps ensure that businesses comply with all current accounting regulations and trends in the financial markets that may affect them.
Accounting, Auditing, and Consulting for Small to Mid-Sized Closely Held Businesses and Professional Practices
Business and Professional Practice Valuations
Forensic Accounting Fraud Engagements and Expert Witness Testimony
Tax Planning and Compliance
Private Wealth Management
Business, Financial, and Estate Planning
Founder of The Garibaldi Group and one of the industry's leading law firm services experts, Michael J. Garibaldi, CPA, ABV, CFF, CGMA, has a strong background providing efficient and affordable solutions to complex matters of finance.
A Certified Public Accountant licensed by the State of New York, Mr. Garibaldi is Accredited in Business Valuation (ABV), and Certified in Financial Forensics (CFF) by the American Institute of Certified Public Accountants (AICPA). He is recognized as a Chartered Global Management Accountant by the Association of International Certified Professional Accountants.
Mr. Garibaldi works closely with law firms and other professional service firms, manufacturing, wholesale/retail, medical, technology, restaurant/hospitality, artists and galleries, construction, and real estate clients where he is responsible for providing accounting, tax planning management consulting services, and financial reporting.
Michael Garibaldi is a Candidate Member of the American Society of Appraisers (ASA), Member of the Institute of Business Appraisers (IBA), the Association of Certified Fraud Examiners, the American Society of Appraisers (ASA), the AICPA and the NYSSCPA. He is a past President and former member of the Board of Directors of the NYSSCPA Nassau Chapter, and has held a variety of positions on the Litigation Support Committee of the Nassau County and State Chapters of the NYSSCPA. Mr. Garibaldi has also held a number of positions on other committees and sub-committees within these organizations.
Most lawyers know how big a problem occupational fraud is in corporate America. They may even count as clients companies that have been defrauded and suffered significant losses. Yet a "not at my firm" attitude persists among many partners who take for granted the honesty and integrity of their colleagues and staff.
When a dishonest CFO or controller cooks the books, it can be devastating for the victim organization. In addition to direct financial losses, financial statement frauds erode trust between management and other stakeholders, including lenders, investors and employees who own company stock. Unfortunately, it's common for smaller companies to associate financial misstatement with large public companies that focus heavily on earnings per share.
It may be detrimental to an expert witness's credibility if even the appearance of a lack of independence exists. In today's legal environment, discrediting an expert based on his or her relationship with counsel, the client or the judge is common. Let's examine how to identify an expert's independence.
There are many more purposes for which valuations are used. Each has its unique presumptions. It must be understood that there is no one value and that the same investment can have a different value to different people and for different reasons. Each valuator must analyze such differences, understand the presumptions inherent in the purpose for which the valuation is to be used, and select and implement a method to determine proper value for the purpose.
When a client voiced strong suspicions that her soon-to-be ex-husband was hiding assets, her attorney investigated the claim but found nothing amiss. However, he hired a forensic accounting expert to help ensure his client would receive an equitable share of the marital estate. The expert turned up a trunkload of hidden treasure - undeclared cash income and property "stashed" under the names of the husband's mother and siblings.
Goodwill can be a significant asset for a professional practice. It may include both "personal" goodwill that's attributable to individual owners and "business" goodwill that can be transferred to third parties. When accountants and other types of professionals divorce, the amount of goodwill to include in the marital estate can become contentious (and may vary depending on state law). If expert testimony on the issue is inadequate, a court might look elsewhere for help, as it did in a recent Texas divorce case, Hill v. Hill.
Beat K. Schlumpf is an Expert in European Supply Chain Management, Networks and Logistics. He has over 30 years of experience in supply chain execution. Mr. Schlumpf has extensive knowledge in a broad range of management assignments with a focus on facilities design, worldwide distribution network design, expansion and consolidation and warehousing for textile, machinery, postal services (mail, parcel, express) and transportation industries.
He has acted as an Expert at the UNCTAD and was featured speaker on practices and operation used by global freight logistics firms for the World Trade Organization (WTO) and lecturer for distribution logistics.
Mr. Schlumpf has published articles on outsourcing, one stop shopping and co-operation with forwarders and integrators and new inventing Operations Audit to increase efficency.
HP Accounting Services, Inc. is a leading provider of interim and outsourced Financial Management for tech and other companies. A CPA and business valuation firm, they support their clients’ compliance with the IRC 409A and SFAS 123(R) rules, intangible asset valuation, as well as issues involving damage calculations, expert witness services in litigation.
Accounting - Bookkeeping (Monthly/Quarterly/Annual), Accounting system setup for new businesses, Personal financial statements, Business Plan Development & Loan Brokerage, Audit Preparation & Liaison, Budgeting
Business Valuation - Purchase Price Allocations — FAS 141R
Mergers & Acquisitions
Business Fraud Prevention
CFO, Robert Bates, CPA, CFE, CVA, has over 30 years of Financial Management and Accounting experience as a Controller and CFO in various industries. He has been in several industries, including telecom, media, retail and financial services in addition to having consulting experience at startups in the software, technology, and life sciences fields. Mr. Bates specializes in International Accounting, Software Issues, and Obtaining Financing. AS CFO of public companies, he has completed due diligence accounting/reporting for 12 acquisitions, including performing Business Valuations and dealing with FAS 142 issues. Mr. Bates has handled accounting for complex debt instruments including warrants, beneficial conversion feature, and other derivative issues. He has also been responsible for SEC reporting: 10Q’s and 10K’s.
Economic downturns and recessions are notorious for encouraging fraud. As new and prospective fraud examiners, it's imperative that you become aware of the various fraud risks that can occur and the red flags that indicate a fraud in progress.
Tony Wayne, CPA, CFF, CVA, CIRA, is a Certified Public Accountant with over 25 years of private industry senior operations experience. After a diverse career spanning 15 years in Big 8 public accounting/consulting and private industry, Mr. Wayne founded IronHorse in 1998 with an emphasis on complex turnarounds and restructuring consulting, crisis management, advisory services, CFO services, and litigation support.
Background - Mr. Wayne's career began with Arthur Andersen & Co. Most of his private sector career was spent in c-level positions with divisions and subsidiaries of large multi-national industrial firms, as Chief Operating Officer as well as Chief Financial Officer. In the late 1980’s, he participated in the $175 million leveraged recapitalization of Axia, Inc. (formerly Bliss and Laughlin Steel) and served as Controller/CFO of Axia’s largest division, Goldblatt Tool Co. Late 1991. Mr. Wayne then joined Weld Racing, Inc. as Chief Operating Officer for a number of years before founding Ironhorse LLC.
IronHorse LLC is a special situation Business Advisory firm and intermediary serving middle and small market business owners, commercial lenders, private equity firms, and the restructuring, corporate, transactional, and litigation legal communities. Their team has extensive experience within Fortune 1000 as well as Big Four consulting firms and are leaders within the various professional associations they serve and sponsor. With a primary geographical footprint across a six-state region including Nebraska, Iowa, Kansas, Missouri, Oklahoma and Arkansas, IronHorse is one of a handful of firms and one of the oldest in the region. As such, IronHorse is an ideal solutions resource for the closely held, family owned middle, or small-market industrial firm in transition. Visit their website at www.ihorsellc.com. Ironhorse offers the following consulting services:
Turnaround Consulting and Complex Restructuring - Accelerate critical decisions and aggressively take action, work with key people to make tough calls, act decisively, and bring a dynamic contribution to the turnaround
Forensic and Valuation Services - Collect, analyze, and interpret financial, valuation, and accounting data and information; combine technical and accounting expertise to accelerate and deliver solutions in highly complex situations
Litigation Support - Advise boards of directors, senior management and corporate counsel in all litigation matters that can impact business practices, profitability, and continued viability
CFO Services - Provide an outstanding cadre of financial professionals with experience running the operations through the most difficult of transitions
Due Diligence - Unique approach to organizational, operational, and executive process due diligence aids in decision-making, negotiations, and deal structure deliberations for both healthy and distressed investing scenarios
Mr. Wayne is a member of the American Bankruptcy Institute, including the Business Reorganization Committee and Fraud Task Force. In addition, he is a member of the American Institute of CPA’s, the Association of Insolvency & Restructuring Advisors, the National Association of Valuation Analysts, the Turnaround Management Association, the Association for Corporate Growth, and the Forensic CPA Society.
Thirty years ago, in the midst of an early-season slump, George Brett told reporters, "The first thing I look for in the Sunday papers is who is below the Mendoza line." Brett, who went on to hit .390 that year for the Kansas City Royals, was referring to Mario Mendoza, a light-hitting shortstop for the Seattle Mariners whose surname became synonymous with hitting futility.
Two years ago, you finally closed the big merger deal you spent what seems like years working on. Perhaps, your business is tied to commercial real estate development, construction, or building materials. Just when you were ready to start that big ramp up, the bottom fell out.
Executive Summary: Imagine the extraordinarily unusual challenge of valuing a going-concern start-up enterprise yet to make their first sale which was completely destroyed by a casualty loss and never-reopened. Further complicated by the inherent ambiguity, risk and complexity of the embryonic development stage industry in which they were attempting to operate and succeed.
In certain situations, the sale of an operating entity as a going concern in a receivership proceeding is a viable alternative to seeking relief under the Bankruptcy Code. Receivership going-concern sales may be especially appropriate in complex situations where enterprise value is declining, but the company is not hopelessly insolvent. This article briefly highlights those conditions, factors, situations and circumstances that may contribute to or impede a successful going-concern transaction within a court-supervised commercial receivership.
Philip T. Tringale, PhD, PE is a registered Professional Civil Engineer with over 25 years of Environmental Consulting experience. Dr. Tringale has served in senior technical and management positions throughout his thirty year professional career. With experience gained from a start-up consulting firm as well as from well-established engineering companies, he continues to focus his energies on leading technical projects and overseeing technical and geographic expansion activities.
Consulting Services Include:
Site Assessment and Remediation Program Direction
Mergers & Acquisitions Assistance
Public Participation Programs
Regulatory Agency Interaction
Litigation Support for Litigation involving Source Identification, Nature and Extent of Contamination, Cost Allocation, and Compliance with the National Contingency Plan
As a registered professional engineer, Dr. Tringale has directed numerous site assessments and remediation programs involving soil and groundwater contaminated primarily by organic solvents, metals, and petroleum products. He has particular expertise in site characterization and in the use of in-situ testing to evaluate soil properties. Dr. Tringale has provided final design for remedial actions that involve excavation, containment, bioremediation, vacuum extraction, monitoring, and groundwater treatment.
Historic Schlage Lock manufacturing complex in San Francisco which was rezoned mixed-use commercial and residential. Services included excavation of sumps and contaminated soils, and the design and installation of a soil vapor extraction system to remove volatile organic compounds
Contra Costa Waste Service Landfill - provided monitoring, remedial planning, and design of landfill closure services for this Superfund Landfill site
Panorama Consulting Group is a technology-agnostic consultancy specializing in Digital Business Transformation and Enterprise Resource Planning (ERP) System Implementations for mid- to large-sized private- and public-sector organizations worldwide.
This highly respected firm is 100% independent of software and technology vendor affiliation. They offer a phased and integrated approach to strategy alignment and execution, enabling each client to achieve its unique business transformation objectives by transforming its people, processes, and technology.
Panorama clients include multi-national conglomerates from Amazon Robotics to Valcor Engineering, as well as governmental entities, including state and local governments, municipalities, school districs, state offices of the attorney general, and tribal governments.
Not long ago, this global organization had implemented an ERP system across several aerospace and defense manufacturing plants. It was now considering an upgrade to the latest version of the system. However, the organization knew its end-users were still struggling to adopt the changes instituted by the prior initiative. Panorama deployed two organizational change management experts
The organization was founded in 1981 as a nonprofit, tax-exempt 501(c)(3) organization. It does not just encompass a non-profit organization but also encompasses a for-profit company that has a different fiscal year. As such, the organization must focus on tracking, reporting and financial record keeping – including tracking grants and gifts from contributor to the end-product or support delivered.
Panorama was engaged by the city to select and assist in the implementation of a new ERP and related systems. Framed as an initiative to bring a high “return on citizenship” (the amount and quality of services received for taxpayer dollars) to the city’s constituents, the project’s goal was to implement a platform that would provide the same (or better) quality
The city had been using a decades-old ERP solution and had not evaluated their business processes at any point during that time. Not only was the current ERP system not the best fit for their municipality, but the city was spending an inordinate amount of money on maintenance costs for customization and did not take advantage of instituting best practices or current technology.
Vertical integration allows the company to control all aspects of beef production. It partners with ranchers and operates feed lots, ensuring cattle are fed to their standards. In addition to its processing capabilities, the company operates its own trucking line, providing products from farm to table. The company supplies beef to the US retail grocery and foodservice markets, federal school lunch programs and the US military worldwide.