| We have analyzed economic, financial, and governance issues arising in mergers, acquisitions, hostile takeovers, asset sales, spin-offs, financing, and other transactions. | We have worked on these complex cases in federal, Delaware Court of Chancery, and other state courts. Our network of experts includes preeminent academics, investment bankers, venture capitalists, and transaction advisors. |
Our extensive network includes top experts from academia and industry.
Our extensive network includes top experts from academia and industry.
Douglas J. Skinner
Sidney Davidson Distinguished Service Professor of Accounting,
University of Chicago Booth School of Business
Douglas Skinner is a leading authority on financial reporting and disclosure, capital markets, corporate finance, and valuation. An experienced expert witness, Professor Skinner has testified on numerous corporate finance–related matters, both in deposition and at trial. He has evaluated loss causation, damages, market efficiency, and price impact.
In his research, Professor Skinner addresses a range of subjects related to corporate finance, financial accounting, and corporate governance, including the capital market effects of corporate disclosures and financial reporting. He has assessed various factors that affect corporate disclosure choices, the role that manager incentives play in financial reporting, and the determinants of firms’ payout policies.
Professor Skinner’s articles have appeared in leading accounting and finance journals, including the Accounting Review, the Journal of Finance, and the Journal of Financial Economics. He coedits the Journal of Accounting Research and was previously coeditor of the Journal of Accounting and Economics. He has received several best paper awards, including the Jensen Prize from the Journal of Financial Economics and the BlackRock Prize from the Review of Accounting Studies. His research has also been cited in the New York Times, the Wall Street Journal, and the Financial Times.
Honored multiple times for excellence in teaching, Professor Skinner teaches graduate (M.B.A. and Ph.D.) courses that cover financial accounting, managerial (cost) accounting, financial statement analysis, corporate finance, and empirical methods in accounting research.
Professor Skinner is a professorial fellow in the Faculty of Business and Economics at the University of Melbourne. Before joining the University of Chicago, he served for over a decade as the KPMG Professor of Accounting at the Ross School of Business, University of Michigan.
Our extensive network includes top experts from academia and industry.
Frederick G. Van Zijl
President, RVZ Strategic Advisors;
Former Managing Director, Fortress Investment Group;
Former Head of U.S. Leveraged Finance, Barclays Capital;
Former Managing Director, Goldman Sachs
Rick Van Zijl has more than thirty-five years of experience as a financial services professional. Mr. Van Zijl has held senior roles at leading global investment banks, where he led high-profile transactions. He also served as an investor at a major hedge fund. As an expert witness, he has addressed valuation, access to capital markets, solvency, and leveraged finance, among other issues. His industry experience includes financial institutions, industrials, media, quick service restaurants (QSR), retail, and telecommunications.
Mr. Van Zijl has arranged and invested in customized debt and equity structures to finance buyouts, growth, acquisitions, recapitalizations, and restructurings. He has underwritten scores of debt capital market transactions, and has been involved in all stages of debt issuance, including origination, structuring, and syndication. Mr. Van Zijl has deep experience with leveraged loans, high-yield bonds, bridge financing, and mezzanine and distressed debt. His experience includes leading the debtor-in-possession (DIP) financing for the Lehman Brothers bankruptcy and working on such notable restructuring transactions as Xerox and Solectron.
As president of RVZ Strategic Advisors, Mr. Van Zijl consults on topics related to private equity and credit financings in the insurance, lease finance, and asset management industries. Previously, as a managing director at Fortress Investment Group, he evaluated and underwrote investment opportunities in distressed assets, in the specialty finance, media, and infrastructure industries.
Mr. Van Zijl founded and headed the leveraged finance business at Barclays Capital, where he oversaw all noninvestment-grade credit origination and private equity and credit investing in the United States. In that role, he also chaired the firm’s Americas Credit Committee and served on the Americas Investment Banking and Global Investment Committees. Before joining Barclays, Mr. Van Zijl was a managing director at Goldman Sachs, with responsibility for all due diligence, structuring, underwriting, and approval processes for subject transactions in the leveraged finance group.
Our extensive network includes top experts from academia and industry.
Amy P. Hutton
Professor of Business Administration,
Carroll School of Management,
Boston College
Amy Hutton is an expert in securities, financial statement analysis, corporate governance, and business valuation. Her research focuses on corporate disclosure, capital market accounting, and the role of financial intermediaries in capital markets.
Professor Hutton testifies and consults on class certification, price impact, damages, and financial accounting issues in a variety of litigation and regulatory investigation matters. She has assessed questions of valuation, solvency, and factors contributing to financial distress in the context of corporate bankruptcy.
As a result of her research, Professor Hutton was named to the Congressional Review Board, opining on the Security Industry Association’s “best practices for equity research.” She won the American Accounting Association’s inaugural Distinguished Contribution to Accounting Literature Award for her co-authored article “Causes and Consequences of Earnings Management: An Analysis of Firms Subject to Enforcement Actions by the SEC.”
Professor Hutton was an editor for the Accounting Review and continues to serve as a referee for several leading peer-reviewed accounting and finance journals. She has held faculty appointments at Dartmouth’s Tuck School of Business and Harvard Business School.
Our extensive network includes top experts from academia and industry.
John C. Coates
John F. Cogan Jr. Professor of Law and Economics,
Research Director, Center on the Legal Profession,
Harvard Law School;
Former General Counsel and Acting Director,
Division of Corporation Finance,
Securities and Exchange Commission;
Senior Advisor, Cornerstone Research
John Coates is a nationally recognized expert in corporate transactions, corporate control and governance, mergers and acquisitions (M&A), financial institutions, and securities. He has served as General Counsel and Acting Director of the Division of Corporation Finance at the Securities and Exchange Commission (SEC), and also as a member of the SEC’s Investor Advisory Committee.
Professor Coates has testified at trial and deposition in numerous matters, including before the Delaware Chancery Court; state courts in California, Massachusetts, New Jersey, and New York; and in U.S. district courts. He has also testified before committees of both chambers of the U.S. Congress.
Prior to joining the Harvard faculty, Professor Coates was a partner at Wachtell, Lipton, Rosen & Katz, where he specialized in financial institutions and in M&A. He has provided consulting services to the Department of Justice, the Department of the Treasury, multiple financial regulatory agencies, and the New York Stock Exchange. Professor Coates has also consulted for participants in financial markets, including individuals, public companies, mutual funds, hedge funds, investment banks, commercial banks, and private equity funds. In addition, Professor Coates served as independent consultant for the SEC in the first and the largest of the “Fair Fund” distributions to investors.
His research has been published in the Harvard Business Law Review, the Yale Law Journal, the Stanford Law Review, the Journal of International Banking, Finance and Law, and the Journal of Economic Perspectives, among others. The NYU School of Law Alumni Association has honored Professor Coates with an award for excellence in teaching.
In addition to his appointments at Harvard Law School, Professor Coates is a Visiting Professor of Finance at Harvard Business School.
Corporate Transaction Litigation Capabilities
Cornerstone Research has worked on several disputes over a target company’s resistance to an acquisition proposal. We have worked with experts to prepare opinions on the rationale for and economic effects of target and acquirer strategies in a takeover. We have addressed valuation and other issues arising in this context.
Typical corporate governance allegations in corporate transactions include failure by a target company’s board to organize a competitive sales process and set up necessary committees; insufficient disclosures or misrepresentations in merger filings; and conflicts of interest related to executive noncompete agreements, change-of-control pay, and retention by the acquirer.
To address these allegations, Cornerstone Research has analyzed governance standards and industry practices for the sale process, proxy disclosures, merger terms, and executive pay.
Cornerstone Research has experience with breach of contract matters and disputes arising after a merger or acquisition. Our professionals and experts have provided consulting advice and expert witness testimony in matters involving material adverse change claims, adequacy of due diligence claims, and earn-out disputes. In addition, Cornerstone Research and our experts have provided services related to valuation issues for public and private companies involved in merger-related disputes.
Our staff and experts have analyzed the customs and practices of due diligence in acquisitions, private equity, venture capital, and other transactions.
We have conducted complex valuation analyses of companies, securities, and assets. These have included contingent payments and derivatives, intellectual property, contracts, warrants, and commodities. We have also analyzed the impact of capital structure on firm value. We have assessed the adequacy of consideration or reasonably equivalent value, including direct and indirect benefits exchanged in corporate transactions.
We have evaluated fairness opinions and valuations, compared alternative bids, analyzed hedging by various counterparties, and calculated damages arising from corporate transaction litigation. In each case, our staff and affiliated experts have applied appropriate valuation techniques, such as Monte Carlo simulations, discounted cash flow analyses, comparisons of multiples, and analyses of stock market reactions to disclosures.
In addition to our transaction experience, Cornerstone Research also has experience with regulatory merger review.
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