Michael Braverman is a managing director in the New York office and a member of the Dispute Consulting service line. Mike has more than 25 years of experience providing litigation consulting, auditing and merger and acquisition advisory services. Michael I. Braverman Managing Director Duff & Phelps, LLC 55 East 52 nd Street 31 st Floor New York, NY 10055 212 871 7000 (direct) 212-671-1516 (e-fax) michael.braverman@duffandphelps.com Mike focuses on U.S. Securities and Exchange Commission (SEC) and internal investigations, forensic accounting, purchase price and post acquisition disputes, accounting and auditor malpractice and assisting companies with complex accounting matters and financial statement restatements. Mike has served as an expert in numerous matters including those involving financial reporting and the application of Generally Accepted Accounting Principles (GAAP) and Generally Accepted Auditing Standards (GAAS). He frequently consults on complex accounting, reporting and SEC matters. Professional Experience Prior to joining Duff & Phelps, Mike was a managing director at Huron Consulting Group. Previously, he was an audit partner and spent more than 20 years with international accounting firms providing audit, merger and acquisition advisory and other professional services as well as holding practice leadership roles. During his career in public accounting, Mike led domestic and cross-border teams on financial statement audits, public offerings/private placements, acquisition and divestiture transactions, SEC matters, forensic investigations and other special projects. His clients included Fortune 500 companies as well as start-up ventures and private equity firms in a variety of industries, including manufacturing, pharmaceutical, technology, entertainment, real estate and travel/hospitality. Selected Engagement Experience Investigations and accounting malpractice: Testifying expert in connection with the defense of a former executive of a multinational internet advertising firm accused by the SEC of improper revenue recognition and overstatement of earnings. Consulting expert in connection with the defense of former senior officer of a multinational real estate development company. Allegations of intentional misapplication of GAAP related to accounting for joint venture and equity investments, reserves, compensation arrangements, pre-operating costs and others. Following a Wells Submission, the SEC dropped all charges. Consulting expert in connection with an accounting firm accused of failing to identify $80 million fraud which led to its client s bankruptcy. Fraud investigation at the U.S. subsidiary of a Japanese global electronics manufacturer involving the misappropriation of funds by the director of benefits. Duff & Phelps 1
Investigations and accounting malpractice (continued): Led internal accounting investigation of a publicly traded pharmaceutical company in regards to revenue recognition and related sales deductions, asset impairments, arrangements with business partners and discontinued operations. Led internal investigation of a publicly traded manufacturer of technology related equipment in regards to appropriateness of revenue recognition and sales cutoff. Led a team comprised of U.S. and Mexican accountants in connection with an investigation of a Mexican entity in regards to fraud perpetrated by the controller. Investigation of the accounting for multiple element arrangement contracts at a multinational business messaging services provider. Investigation into a technology company s revenue recognition practices involving its Chief Financial Officer and V.P. Sales. Allegations of bill and hold and side agreements used to improperly overstate sales and achieve targeted bonuses. Managed team in connection with the forensic accounting investigation and analysis of Bernard L. Madoff Investment Securities. Engagement included review of customer statements, bank statements, trading data, correspondence and other information contained in over 25 million documents and spanning more than 30 years. Post-acquisition and GAAP disputes: Expert on behalf of seller in regards to dispute over determination of earn-out for the one-year period subsequent to closing. Dispute centered on appropriate determination of EBITDA, as defined in the stock purchase agreement. Provided supplemental report to rebut certain positions in opposing expert s report. Expert on behalf of seller in connection with dispute over earn-out as defined in merger agreement. Buyer contended that seller delivered incomplete and inaccurate accounting records such that its auditors were unable to audit financial statements and render an opinion thereon. Client received approximately 95% of amounts in dispute. Neutral accounting arbitrator regarding determination of net assets as determined in accordance with contract provisions. Disputed items included appropriate balances for inventory, property and equipment, accrued liabilities, and deferred taxes. Represented buyer in connection with the acquisition of a multibillion dollar business that was carved out from its parent. Subsequent to closing, identified factors indicating that either a material adverse change had occurred or that audited financial statements and other information provided to buyer in connection with its due diligence, was materially incorrect and misleading. Client obtained $350 million reduction of purchase price. Duff & Phelps 2
Post-acquisition and GAAP disputes (continued): Expert on behalf of selling shareholder group in connection with dispute regarding multi-year earn-out of business sold to a Fortune 200 media and entertainment company. Client was awarded in excess of $500 million. Represented buyer of aerospace company in connection with a disagreement regarding existence of certain obligations not reflected on seller s balance sheet. These unrecorded liabilities represented substantial obligations of the seller upon maturity of aircraft leases. Assisted buyer with negotiating reduction of purchase price by more than $250 million. In post acquisition dispute, identified significant overstatement of project margins resulting in purchase price reduction of acquired company by $300 million. Expert in a $170 million dispute involving the appropriate treatment of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Expert regarding appropriate accounting treatment in accordance with Statement of Financial Accounting Standards No. 123R, Share Based Payments, for awards to members of a hedge fund. Expert on behalf of seller of pharmaceutical company in connection with an earn-out based on net revenues determined in accordance with GAAP. Expert in connection with the determination of purchase price associated with the acquisition of real estate, including interest and other soft costs. Expert on behalf of selling shareholders of major automotive parts supplier in connection with dispute regarding net working capital determined in accordance with GAAP. Merger and acquisition advisory: Represented buyers in evaluating more than 100 acquisitions as well as divestiture transactions. Led teams in connection with financial due diligence including assessments of quality of earnings, working capital, sustainability of revenues and expense reductions and financial modeling both in the U.S. and internationally. Representative examples of engagement experience include: Directed the preparation and analysis of working capital and financial valuation models including validity, appropriateness of accounting, quality of assumptions, seasonality/cyclicality, foreign currency effects, and expected synergies. Spearheaded team that identified financial exposures in a company s aircraft lease portfolio, contributing to the reduction of purchase price by $200 million. Duff & Phelps 3
Merger and acquisition advisory (continued): Successfully challenged the quality and achievability of target company s pro forma cost savings, leading to a 10% purchase price reduction. Led team in identifying and addressing the accounting and financial reporting matters associated with the spin-off of a multinational subsidiary of a Fortune 50 consumer products company. Led team in the preparation of carve out financial statements for a $200 million consumer products company. Financial statements were included in the company s registration statement, along with pertinent pro forma financial information, leading to a successful Initial Public Offering of the company s common stock. Developed model to identify and quantify replacement and other incremental costs associated with divisions/subsidiaries to be divested. Provided technical accounting advice in regards to business combinations such as purchase accounting, leveraged recapitalizations, JV/LBO structures and pooling transactions, as well as compensation, equity and other technical accounting areas. Assisted clients with preparation of offering memoranda, financial information and data room materials in connection with sell side advisory work. Accounting, auditing and advisory: Lead audit and concurring partner responsibilities. Financial statement and internal control audits. Sarbanes-Oxley 404 compliance. Participated in more than 25 initial public and secondary offerings, including preparation of comfort letters and related services. Preparation and review of carve-out and pro-forma financial statements. Implementation of new accounting/reporting standards. Assisted companies with financial statement restatements and complex accounting issues including but not limited to revenue recognition, reserve accounting, stock based compensation, income taxes, business combinations, impairments. Experienced with accounted for leveraged/management buyouts and spin-off transactions. Consultations with SEC and PCAOB. Reorganizations/restructurings. Royalty, license, and most favored nation audits. Duff & Phelps 4
Recent testimony Las Vegas Development Associates, LLC and Essex Real Estate Partners LLC v. KB Home Nevada, Inc., Case No. A566442, District Court, Clark County, Nevada, deposition testimony, May 2012. o Purchase price of real estate assets Securities and Exchange Commission v. Fernando J. Espuelas et al, Civil No. 06 Civ 2435 (RJH), U.S. District Court, Southern District of New York, deposition testimony, April 2012. o Accounting for revenue recognition Tamara Robinson v. Malcolm Robinson, Docket No. FM-07-229-08, Superior Court of New Jersey, Essex County, Family part, Chancery Division, deposition testimony, January 2011. o Accounting for stock based compensation Advanta Bank Corp. v. Advanta Corp., Case No. 09-13931, U.S. Bankruptcy Court for the District of Delaware, deposition testimony, August 2010. o Accounting for income tax provision in subsidiary financial statements Recent presentations and publications Professional Liability Claims Against Accountants Amid Heightened Scrutiny Best Practices to Mitigate and Defend Against Regulatory Actions and Private Litigation, Strafford Legal Webinar, speaker, May 2012. FASB Amends Accounting for Repurchase Agreements, Duff & Phelps Client Alert, May 2011. Purchase Price Disputes Pitfalls and Considerations, Expert and Legal Management Insights, March 2011. Audit Risk Areas Affected by the Economic Crisis, Expert and Legal Management Insights, March 2011. Key Points for Consideration on the GAAP Codification, Practice Alert, July 2009 FASB Statement of Financial Accounting Standards No. 141 (Revised 2007), Business Combinations, Practice Alert, February 2008. Defending against Allegations Involving Financial Statement Manipulation: a Forensic Accountant s Approach, The Legal Eye, January 2008. Branding is a Critical Company Asset, New Jersey TechNews, April 2005. Education MBA - Florida State University B.S. Accounting - University of Florida Credentials and Associations Certified Public Accountant American Institute of Certified Public Accountants ( AICPA ) AICPA Forensic and Valuation Services Section Association of Certified Fraud Examiners American Bar Association (associate member) - Business Law and Criminal Justice sections