Our extensive network includes top experts from academia and industry.
Our extensive network includes top experts from academia and industry.
David C. Smith
Virginia Bankers Association Eminent Professor,
McIntire School of Commerce,
University of Virginia
David Smith specializes in corporate finance and restructuring. Professor Smith’s expertise spans many areas of finance, including corporate valuation, solvency, bankruptcy, restructuring, and governance. As an expert witness, he has testified in securities class actions at the class certification and merits stages, as well as matters involving distressed debt trading, securities valuation, leveraged finance, private equity, and the financing and investment performance of pension, real estate, and hedge funds. Professor Smith has extensive testifying experience in depositions and trials, including in federal bankruptcy courts and the Delaware Court of Chancery.
Professor Smith researches a range of corporate finance topics. He has analyzed the impact of the valuation of bankrupt firms, the economics of corporate credit agreements, the restructuring of highly leveraged firms, and the impact of board diversity on company performance. He has also documented how distressed debt trading affects bankruptcy outcomes and studied the influence of corporate contracts and law on the quality of corporate governance.
Before joining the University of Virginia, Professor Smith worked as an economist at the Board of Governors of the Federal Reserve Board. In that role, he covered the Japanese and Chinese banking sectors and worked on issues related to international financial architecture. Previously, Professor Smith taught finance courses for five years at the Norwegian School of Management in Oslo.
Professor Smith has published his research in leading academic journals, including the Journal of Finance, the Journal of Financial Economics, the Journal of Econometrics, and the Review of Financial Studies. He has presented his research at universities and conferences around the world.
Professor Smith has won several awards for excellence in teaching. In 2019, the University of Virginia honored him with a Collaborative Excellence in Public Service Award for his work on a ten-year retrospective project on the 2008 financial crisis.
Our extensive network includes top experts from academia and industry.
Karen Wruck
Professor of Finance,
Dean’s Distinguished Professor,
Fisher College of Business,
The Ohio State University
Karen Wruck is an expert in financial and organizational economics, with special emphasis on corporate finance, valuation, restructuring, financial distress, corporate governance, and management compensation.
Professor Wruck has been retained as an expert witness in numerous matters and has testified at deposition. Her experience spans matters related to valuation, mergers and acquisitions (M&A), financial distress/bankruptcy, fraudulent conveyance, and damages, including damages related to alleged wrongful termination, breach of contract, and discrimination. She has addressed issues pertaining to executive compensation, insider trading, corporate governance, and corporate control.
Professor Wruck has published in leading peer-reviewed journals, including the Journal of Financial Economics, the Journal of Financial and Quantitative Analysis, and the Journal of Corporate Finance. Her work has also been cited in the press and has appeared in practitioner-oriented journals such as the Journal of Applied Corporate Finance. Two of her publications, one on private equity and the other on management turnover, were named by the Journal of Financial Economics as being among its most highly cited “all-star” papers. She has also served as associate editor for top finance and accounting journals.
At the Fisher College of Business, Professor Wruck teaches undergraduate and graduate courses in corporate finance, international finance, M&A, and corporate restructuring. Students in the M.B.A. and executive M.B.A. programs have repeatedly named her as an outstanding professor. Professor Wruck received Fisher College’s Bostic-Georges Faculty Service Award and the Mary Ann Williams Leadership Award, which recognize extraordinary service and leadership at Ohio State.
Professor Wruck consults to corporations and has served as an academic director of the Turnaround Management Association, an organization focused on corporate restructuring and enterprise value. Previously, she was a member of the Harvard Business School faculty.
Our extensive network includes top experts from academia and industry.
Stuart C. Gilson
Steven R. Fenster Professor of Business Administration,
Harvard Business School,
Harvard University
Stuart Gilson is an expert in corporate restructuring and valuation. He has deep expertise in bankruptcy and financial distress issues, credit and financial statement analysis, and corporate transactions—including business valuation in M&A settings.
Professor Gilson has provided expert testimony in numerous matters, including multiple trials. He has addressed such topics as corporate restructuring; asset and business valuation; M&A; solvency; fraudulent conveyance; and substantive consolidation. He has consulted on solvency and valuation issues in a variety of industries, such as education, energy (including alternative energy), finance, healthcare, insurance, retail, technology, and transportation.
Professor Gilson’s research and consulting focus on the operational, financial, and legal strategies that companies use to revitalize their business, improve performance, and create value. He is the author of the book Creating Value through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups, which he developed from a class he has taught for the last twenty years in Harvard’s M.B.A. curriculum.
Professor Gilson has written more than eighty Harvard Business School case studies and teaching notes used in business schools throughout the world. He has also taught extensively in Harvard Business School’s Executive Education programs and received multiple academic research and teaching awards. Turnarounds and Workouts magazine has recognized Professor Gilson as one of the top ten outstanding bankruptcy academics.
Professor Gilson’s research is published in leading academic and practitioner journals and cited by national news media. His work has received several honors, including the prestigious Graham and Dodd Award from the CFA Institute. He was an associate editor of Financial Management and the Journal of Corporate Finance.
Professor Gilson has also served on the advisory and corporate boards of several for-profit and nonprofit organizations and has provided expert advice on bankruptcy law reform in the U.S. and internationally.
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.
Bankruptcy and Financial Distress Capabilities
Cornerstone Research has experience in fraudulent transfer litigation brought by bankruptcy trustees and creditors of distressed companies. We have analyzed whether:
- The company received a reasonably equivalent value in the transaction at issue.
- The company was insolvent on the date of the transaction at issue.
- The company becomes insolvent as a result of the transaction at issue.
- The transaction left the company with an unreasonably small amount of capital.
- The company incurred debts beyond a company’s ability to repay in connection with the transaction.
We have also analyzed whether:
- A single counterparty had excessive influence on a company’s decision making.
- Boards of directors received sufficient information to make decisions.
- Risk management efforts provided inadequate protection against a counterparty bankruptcy.
- The company made adequate disclosures related to possible financial distress.
Our experience includes a variety of securities and ERISA litigation related to bankrupt companies and distressed securities. We have addressed the oversight role provided by pension plan trustees and the roles of other parties involved in pension plan advice and administration.
Our staff have addressed the full spectrum of lender issues arising during and after bankruptcy proceedings, including challenges by unsecured creditors, equitable subordination motions, liquidation financing, the fiduciary duty of trustees and receiverships, bond defaults, loan foreclosures, and rating downgrades. We have valued loan portfolios on a historical basis and evaluated lenders’ risk positions, among other sophisticated fixed-income analyses..
In several deepening-insolvency matters we have worked on, plaintiffs have alleged that defendants’ misconduct delayed the bankruptcy filing, during which time the corporation’s debt continued to mount. We have applied rigorous approaches grounded in corporate finance theory and analyses of facts and circumstances in these cases.
Companies operating in the zone of financial distress present unique valuation challenges because the future value of their securities is much more uncertain than those of companies not operating in a zone of financial distress. In addition, future values of securities may follow nonlinear patterns that can make traditional valuation approaches unreliable. In many such cases, we use option-pricing approaches to arrive at estimates of value.
Valuing complex assets with option-like characteristics often requires using computer-intensive simulation methods instead of traditional formulas such as the Black-Scholes model. Cornerstone Research has worked with experts to build complex valuation and damages models for a range of assets with option-like characteristics.
Cornerstone Research has investigated whether a corporate parent and subsidiary have established themselves as genuinely separate entities. This work has included analyses of whether and to what extent assets and business functions were comingled and comparisons of how financial statements represented transactions by and between the entities. Our staff have also assessed how the parent and its subsidiary were financed historically, and how their capital structures evolved over time.
We have consulted on litigation surrounding distressed financial institutions, including suits and seizures by regulators. We have analyzed the causes of these firms’ failures, assessing the extent to which losses resulted from the companies’ own strategies and procedures versus industry and macroeconomic events. We have also conducted studies on whether regulators and management would have acted differently in the absence of various factors. And we have calculated the value of failed firms’ assets and liquidity positions at different points in time.
We have assessed whether and to what extent a company’s losses or failures result from any actions by auditors. These analyses have included identifying possible weaknesses in processes for internal controls, whether delayed or prolonged audits affected the firm’s performance, and how different actions by the auditors may have affected the decision making of managers, boards of directors, shareholders, or creditors. Our work has also included matters of compliance with different accounting standards, along with regulatory proceedings related to auditing.
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