Welcome to KPMG s Curriculum for Lawyers

Transcription

1 Welcome to KPMG s Curriculum for Lawyers KPMG is pleased to offer a series of training sessions and seminars that have been designed specifically for law firms, their lawyers and other firm professionals. Our curriculum is intended to cover a wide range of financial and businessrelated issues with which counsel typically requires assistance. This focused curriculum addresses topics of potential interest, such as understanding and interpreting financial statements, working effectively with expert witnesses, business valuations, financial investigations, the changing world of electronic evidence, regulatory compliance and cyber security. As such, the training sessions and seminars may be eligible for Substantive CPD Hours. Prior to conducting a training program, we meet with a representative of your firm to discuss specific objectives and interests related to the specific session. This allows us to tailor and emphasize specific issues of particular interest. The sessions are interactive, include case studies and provide ample opportunity for questions and discussions. Please contact us to discuss any of the seminar topics contained in this catalogue or other topics of interest to you. We look forward to working with you.

2 Curriculum for Lawyers Understanding Financial Statements (p. 3) 1. Financial Statements Advanced Financial Statement Topics 3. Assistance with Financial Elements of Purchase and Sale Agreements Litigation and Valuation, continued (p. 4-8) 13.Personal Injury 14. Understanding an IRB in Ontario 15.Business Interruption 16. Data Analytics Litigation and Valuation (p. 4-8) 4. Working Effectively with Financial and Accounting Experts 5. Mock Examinations of Expert Witnesses 6. Class Action Litigation 7. ediscovery Basics 8. Advanced ediscovery Issues and Developments 9. Valuation Principles 10. Valuation of Purchase Price for Shares 11.Valuation of Intellectual Property 12. Valuation for Family Law Investigation Issues (p. 9) 17.Financial Investigations 18. Special Committee Investigations 19. Anti-Bribery and Corruption 20. Data Analytics Regulatory Compliance (p. 10) 21.Anti-Money Laundering 22. Anti-Bribery and Corruption Cyber Security (p. 11) 23. Cyber Security 2

3 Understanding Financial Statements 1. Financial Statements 101 Legal Professionals may not have a background in accounting or finance. However, clients expect their legal advisers to be able to read, understand and even interpret financial statements. In this introductory presentation, we will discuss the three types of external accounting financial statements and the notes of the financial statements. By looking at example financial statements, we will review and explain standard financial and accounting terminology and financial ratios. 2. Advanced Financial Statement Topics Financial statements provide significant information if reviewed knowledgably. This information is contained in the statements themselves and in the accompanying notes. There are alternative systems of accounting standards that are relevant to financial statements (e.g., Canadian generally accepted accounting principles (GAAP), International Financial Reporting Standards (IFRS) and US GAAP). The principles that guide the preparation of financial statements are voluminous and can be complicated. In this presentation, we will look at various issues that are often of interest such as debt, commitments, business combinations and other topics. 3. Assistance with Financial Elements of Purchase and Sale Agreements Price adjustment mechanics and future earn outs can be critical value elements to a deal. Definitions around working capital, net debt, EBITDA for earn out purposes and other financial metrics need to accurately reflect the intentions of the parties, as well as the accounting and business practices of the business being acquired. However the parties need not be fully constrained by exact accounting standards, and therefore practical solutions can move deals forwards. Our experienced Deal Advisory professionals will discuss these issues, as well as innovative ways to resolve Deal Breakers and other logistical issues. 3

4 Litigation and Valuation 4. Working Effectively with Financial and Accounting Experts The use of expert witnesses in litigation proceedings can be an extremely important part of an overall litigation strategy. Obtaining the greatest value from the use of a financial or accounting expert witness requires a pragmatic, balanced and thorough approach which allows the expert to maintain his or her objectivity and independence. In this seminar, we share our extensive experience in acting as expert witnesses: what works, what does not, and areas of particular risk or concern. Topics of increasing interest are the use of big data and data analytics tools, approaches and benefits. We will also discuss a variety of important practices standards that provide a framework to guide an expert s work, and which will form a basis for the evaluation of the expert s opinion. 5. Mock Examinations of Expert Witnesses This session provides an opportunity for associates to conduct examinations of accounting expert witnesses. We provide a case situation explained by a briefing document, the expert s report and expert witness. A preparation session is held between the associates and an expert. The mock provides an opportunity to try examination approaches and strategies and allows for effective critique and comments by senior lawyers from the firm and KPMG Forensic partners. 6. Class Action Litigation Class proceedings continue to be a significant form of litigation. There is a growing recognition that focused financial, accounting, business and information technology expertise is required to address the issues being encountered in class actions. This session focuses on the key issues where specialized financial accounting, economic, data analysis and technology expertise adds value to the litigation process. Example topics include assessing aggregate damages, using statistical sampling techniques, finding and working with complex data and models and common information technology issues. 4

5 Litigation and Valuation (cont d) 7. ediscovery Basics Finding, controlling, managing, reviewing and disclosing electronic evidence in litigation or for an investigation can be complicated and daunting. In this seminar, we discuss ediscovery basics and explain what ediscovery can do for you and your clients. We will also dispel certain myths surrounding ediscovery and demonstrate how valuable, costeffective and efficient the process can be. 8. Advanced ediscovery Issues and Developments The world of ediscovery is both complicated and continually evolving. Advanced techniques and tools can make each step of the process more efficient and effective. Understanding the range of application and what they add to the ediscovery process is important, particularly since new advancements in ediscovery have changed how electronic documents may be reviewed. This seminar focuses on these advanced topics and will include demonstration of tools that may assist in dealing with ediscovery issues. 9. Valuation Principles Business valuations can be an important issue when providing legal advice and in litigation. However, there is a significant knowledge required to effectively understand and interpret valuations. For example, what is fair market value and how is it different from fair value, enterprise value or other value concepts. There are many possible approaches to preparing a valuation and the appropriate methodology will depend on the specific circumstances. This session will assist with gaining an understanding of basic valuation concepts and address specific valuation principles relating to either shareholder disputes or transaction deal pricing. 5

6 Litigation and Valuation (cont d) 10. Valuation of Purchase Price for Shares There are various approaches to valuation that are observed in shareholder agreements relating to the purchase and sale of shares amongst existing shareholders. A valuation by an independent valuator using sound principles and judgment is one common variation while another may be a prescribed pricing formula. In this session, we will discuss each of the approaches and the benefits and limitations of applying each in practice. 11. Valuation of Intellectual Property Over the past decade, the various types and value of intellectual property has significantly increased relative to the hard assets of a company. In this session, we will discuss factors that have impact on the value of different types of intellectual property, such as patents, copyrights, trademarks, and trade secrets. We will also discuss the conditions conducive to creating value for a company s intellectual property and various approaches to valuing intellectual property. 12. Valuation for Family Law This session outlines the different valuation approaches to be used to valuate certain items in family law. Specifically, it touches on the scenarios to use asset-based, income, and/or market valuation approaches, with examples of the calculation process for each approach. In addition, the presentation outlines how to adjust total income to annual income for purposes of child support. 6

7 Litigation and Valuation (cont d) 13. Personal Injury Legal professionals may ask themselves when an expert report is required and what to do when a claim is received. This seminar provides legal professionals with the general concepts and considerations for the calculation of the past and future loss of income. It includes an overview of the financial damages issues of the various personal injury regimes, and discusses the following topics: considerations for selfemployed individuals and owner managed businesses, information typically requested, discount rates, life expectancy, contingencies, preaccident earnings, post-accident earnings, contingencies and discount rates. 14. Understanding an IRB in Ontario Insurers are in the business of paying legitimate and supported claims. Claims can be overstated or understated and may benefit from the assistance of accountants who have specific insurance and industry expertise. Accidents happen, and it s important to know the options, benefits and regulations. In this seminar, we will discuss the calculation issues related to income replacement benefits (IRB). Additionally, the presentation will cover the definition and calculation of IRB, employed vs. self-employed considerations, typical information requests, interest, age 65 adjustments and other IRB and SABS specific items. 7

8 Litigation and Valuation (cont d) 15. Business Interruption Effective claims reviews require knowledge of insurance policies, claims practices and claims assessment methodologies. This course will help counsel and clients, brokers, adjusters, insurers and claimants prepare or respond to an insurance claim as a result of a flood, fire or other insured peril. The following general concepts will be covered: standard forms (e.g., profits, earnings and business income), gross profit rate, co-insurance, increased cost of working, extra expenses, saved expenses, trends of the business, information requests and other insurance specific topics such as professional fees, crime, cyber and stock losses. 16. Data Analytics Organizations routinely collect massive amounts of data in the normal course of business. This data can be used to detect abnormalities or unusual business practices, assess potential damages or exposure, and highlight potential opportunities for wrongdoing. The role played by data analytics in the conduct of litigation or fraud investigations is constantly evolving. This session will examine the use of data analytics to gain insight and information and how it can assist in making or breaking a case. 8

9 Investigation Issues 17. Financial Investigations One of your clients calls you in panic because they believe a key employee of the company has committed a significant fraud. After making this appropriate first call, what should your client do next? What steps should be considered in a well conceived investigation? This seminar will provide our comments on this complicated topic based upon our experience in investigating hundreds of frauds with losses ranging from less than $10,000 to more than $500 million. 20. Data Analytics 18. Special Committee Investigations Special committees and audit committees are, when the unfortunate need arises, mandated to lead investigations of suspected fraud or misconduct. The potential role of forensic accountants, forensic technologists and investigators in these situations is best learned from experience. In this session, we share approaches used and lessons learned in these tense, high stakes situations. Organizations routinely collect massive amounts of data in the normal course of business. This data can be used to detect abnormalities or unusual business practices, assess potential damages or exposure, and highlight potential opportunities for wrongdoing. The role played by data analytics in the conduct of litigation or fraud investigations is constantly evolving. This session will examine the use of data analytics to gain insight and information and how it can assist in making or breaking a case. 19. Anti-Bribery and Corruption Investigating allegations or actual occurrences of bribery and/or corruption can be complicated as they often involve dealing with regulators in multiple jurisdictions, convoluted transactions involving agents or third parties and assessing whether individuals are considered foreign public officials. This session will provide updates on the Corruption of Foreign Public Officials Act as well as identify common red flags to look for in identifying third party relationships and potential benefits provided to foreign public officials. Investigations in multiple jurisdictions and the interplay between the bribery & corruption regimes of different countries will also be discussed. 9

10 Regulatory Compliance 21. Anti-Money Laundering It is important to keep up to date with any regulatory changes, updates, and concerns of regulators in the antimoney laundering (AML) world. In this session, we will discuss the guidelines and enforcement laid out by regulatory bodies, including, in Canada, the Office of the Superintendent of Financial Institutions (OSFI) and the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Changes and updates to Canadian regulations will also be reviewed. We will also discuss approaches on implementing anti-money laundering and counter terrorist financing compliance programs to combat emerging risks and threats. 22. Anti-Bribery and Corruption When dealing with multinational enterprises, entities may be subjected to laws and regulations specific to their area or country. In this session, we will discuss areas of compliance with anticorruption laws and regulations in Canada and elsewhere in the world to gain an understanding of local customs and business practices. We will also discuss the elements of anti-corruption compliance programs to maintain ongoing due diligence and mitigate the risk of noncompliance with ABC laws. 10

11 Cyber Security 23. Cyber Security In a world where entities are becoming increasingly digital, it is crucial that there be appropriate protection from cyber threats and risks. It is important to ensure that risk assessments are performed and a sound crisis management system is implemented to mitigate the occurrence and impact of cyber breaches. In this session, we will discuss how an entity can be protected from cyber breaches and privacy violations through implementation of a comprehensive cyber security program. Additionally, the session will address concerns when data breaches and threats do occur, and the appropriate responses that should be taken as a result of such events. 11

12 Please contact for general inquiries or reach out to one of our local leaders below: Halifax Suzanne Loomer (902) Montréal Stéphan Drolet (514) Myriam Duguay (514) Dominic Jaar (514) Southwestern Ontario Karen Grogan (519) Greater Toronto Area Peter Armstrong (416) Colleen Basden (416) Enzo Carlucci (416) Joseph Coltson (416) Corey Fotheringham (416) James McAuley (416) Derek Rostant (416) Ottawa Kas Rehman (613) Calgary Robert Doran (403) Alex Henderson (403) Iain Kenny (403) Paul Ross (403) Vancouver Suzanne Schulz (604)

13 kpmg.ca 2017 KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG International. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.