FAS 141 (R) and FAS 160 Update

Jason R. Baron, Esq. John Formica
National Professional Services Group Partner
PricewaterhouseCoopers

John is a partner with the National Professional Services Group of PricewaterhouseCoopers, Florham Park, NJ. He has followed the FASB and IASB deliberations on business combinations and is a leader in the Firm's thought-leaderships efforts in this area. Previously, John spent more than 25 years serving public and large private manufacturing companies as an audit partner. John is a graduate of Providence College, with a BS in Accounting

Previously, John was in the Consumer and Industrial Products & Services industry group. He has spent more than 25 years serving public and large private manufacturing companies, including many with international operations. Additionally, he has served as a regional technical consultant and SEC review partner. John also serves as the Northeast Regional ERISA Benefit Specialist Technical Review Partner. He is a Certified Public Accountant and is licensed to practice in Connecticut, Florida, Indiana, Iowa, Massachusetts, New Jersey, New York, North Carolina and Rhode Island. Industry and Community Involvement

  - American Institute of Certified Public Accountants, Member
  - Connecticut Society of Certified Public Accountants, Member
  - The Connecticut Forum, Treasurer
  - National Multiple Sclerosis Society Greater Connecticut Chapter, Board of Trustees

Education
Providence College, BS in Accounting

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Stamos Nicholas
National Business Valuation Service Line Leader
Deloitte Financial Advisory Services LLP

Mr. Nicholas is a principal and the national leader of the Business Valuation practice of Deloitte Financial Advisory Services LLP. He has more than 25 years of experience in providing valuation and financial valuation consulting services worldwide for the purposes of accounting, tax planning, financing, bankruptcy, litigation, mergers and acquisitions, and investment. Mr. Nicholas has particular experience in the valuation of intellectual property (i.e., patents, proprietary technology, trademarks, trade names, customer intangibles, copyrights, agreements, etc.).

Mr. Nicholas has extensive experience serving national and multinational companies such as financial services, manufacturing, media/entertainment, natural resources, consumer businesses, technology and life sciences, among others.

Additionally, Mr. Nicholas has supervised large, complex multidiscipline (real estate, machinery and equipment, and financial) valuation engagements and has performed several transfer pricing studies for multinational corporations.

He has testified as a valuation expert on business enterprises and intellectual property in various courts of law (including bankruptcy court) and has extensive experience in dealing with the IRS, SEC and other regulatory and tax authorities worldwide on valuation issues.

Professional Affiliations
- New York State Society of CPAs, Associate Member

Publications and Presentations
Mr. Nicholas has authored numerous articles and served as a source for top tier media outlets, trade journals and local publications on a variety of topics, including but not limited to: mergers & acquisitions, emerging markets and valuation, valuing media and entertainment assets, SFAS 141 R, SFAS 157, and SFAS 123 R.
- Authored the article, “Check Your Assumptions at the Border,” which was published in the June 2008 issue of
  Corporate Dealmaker on valuation in emerging markets.
- Authored the article, “SFAS 141 (R) – How Much Preparation Do You Need Before Your Next M&A Deal,” which
  was published in the June 2008 issue of Corporate Finance Review.
- Authored the article, “The Art of Valuing Media Brands,” which was published in Multichannel News on August 23,
  2004.
- Quoted and or/interview by the following media outlets: Atlanta Business Chronicle, Bloomberg News, Broward
  Daily Business Review, Business Finance, CNN, Compliance Week, Dow Jones, Financial Planning, Financial Week,
  Institutional Investor, Journal of Accountancy, Law.com, Mergers & Acquisitions: The Dealmaker’s Journal, Miami
  Daily Business Review, Operations Management, Palm Beach Daily Business Review, Reuters, Sarbanes-Oxley
  Compliance Journal, Society for Human Resource Management's “HR News”, Television Week, The Daily Deal, and
  the New York State Society of CPAs' Newspaper, "The Trusted Professional" and WebCPA.com

Additionally, Mr. Nicholas has been a formal speaker and presenter to many industry organizations and professional groups such as the American Institute of Certified Public Accountants, American Society of Appraisers, Emerging Issues Task Force, Financial Executive Institute for Biosciences, Financial Executives International, Knowledge Congress, National Restaurant Association, New Jersey State Society of CPAs, New York State Society of CPAs, Pharma Association, Tax Executive Institute and the Tuck School of Business at Dartmouth College.

Education
- Rutgers University: BA in Economics, Phi Beta Kappa
- Rutgers University: MBA in Finance

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William J. Wilhelm
Partner, Financial Services Division
Crowe Horwath LLP

Bill has spent his entire 38 years with Crowe Chizek serving its financial institutions and business valuation clientele in an audit, tax, valuation and financial advisory capacity. He has helped institutions structure management or investor group buyouts, purchase or merge with other institutions and has assisted in the sale of institutions. He has helped de novo institutions assemble business plans, prepare financial and capital needs projections and obtain regulatory approvals.

Bill is a 1970 graduate of Indiana University, Bloomington with a B.S. degree in Accounting. He is a member of the American Institute of Certified Public Accountants and the Indiana CPA Society. Bill was one of the first group of CPA’s to pass the examination and be awarded the ABV (“Accredited in Business Valuation”) designation in 1998. He is a frequent speaker on the subjects of mergers and acquisitions and business valuations.

A representative list of Bill’s speaking engagements and publications are as follows:

Presentations:

Financial managers Society, Inc. sponsored events on October 28, 2005 in Las Vegas March 30, 2006 in Philadelphia and February 21, 2007 in Orlando, Growth By Acquisition, Accounting for Acquisitions under FAS 141 and 142 Financial Managers Society, Inc. sponsored event on May 23, 2005 - Impact of Accounting Changes for Stock Based Compensation (FASB Statement No. 123R) FFIEC (Federal Financial Institutions Examination Council) Interagency Accounting Seminar March 12, 2003, Washington, DC- Financial Institution Tax Issues and Valuation Issues Under FAS 141 and 142 Indiana Agribusiness Top Management Conference, August, 9, 2000- Valuation of Agribusiness Companies Goldman, Sachs & Co., Houlihan Lokey Howard and Zukin, McDermott, Will & Emery, 1997 Executive Briefing on New Developments in Business Succession Planning and ESOPs, Indianapolis, Indiana, July 10, 1997- ESOP Accounting Overview Vedder, Price, Kaufman & Kammholz, Banking Issues Update, June 23, 1995, Merrillville, Indiana- Accounting for Bank Mergers and Acquisitions McDonald and Company Securities - FIRREA Act Seminar - September 19, 1989, Indianapolis, Indiana - Differing Accounting Practices of Thrifts and Banks Illinois Bankers Association - Bank Management Conference - November 17, 1988, Springfield, Illinois - Current Perspectives on Mergers and Acquisitions

Publications:

“Eyes on the Road: Dos and Don’ts for a Successful M&A Strategy,” (Co-authored with Rick Childs), Bank Director, 2003 Special Supplement, Bank Mergers & Acquisitions: The Road Ahead. Corporate Finance Issues, Crowe Chizek Newsletter, Summer 1997, Exploring an ESOP for Your Bank, Learn How to Play the Percentages. Vedder, Price, Kaufman & Kammholz, Financial Services Report, Fall 1995, “M&A Accounting- Don’t be Tripped Up by Share Repurchases Hoosier Banker, June, 1984 - Merger and Acquisition Planning; Non-tax Issues, Too (Article dealt with capital planning for acquisitions). The Oklahoma Banker, September, 1980 - The One Bank Holding Company May Be Your Best Solution.

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FAS 141 (R) and FAS 160 Update
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