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Untangling 157 & 141R: Business Combinations, M&A & Fair Value
Jim Timmins
Managing Director
Teknos Associates
Jim is a founder of Teknos and has spent more than 25 years in finance with fast growing, technology driven companies. He spent most of the 1980s at Salomon Brothers and Hambrecht & Quist, working on financing and merger transactions. In 1990 Jim transitioned to venture capital investing, where he spent the next 15 years, getting involved with companies such as Magellan, Octel, OrCAD, and Websense.
In 2005, Jim realized that the tax and accounting rules were changing in ways that were going to make valuation more important to fast growing, technology driven companies and he became involved full time in the field. He now runs a firm, Teknos, which focuses on valuation for compensation, acquisition, and portfolio events, primarily at venture capital backed companies.
In addition to his theoretical knowledge of valuation, Jim brings an understanding of how M&A transactions are negotiated and how acquired companies are integrated after a merger. He has been involved in more than 100 transactions in his career.
Jim holds a MBA from the Graduate School of Business, Stanford University, and a BA from Trinity College, University of Toronto. He holds the Series 7, 24, and 63 licenses from FINRA and has successfully completed all four business valuation courses offered by the American Society of Appraisers. Jim has lectured at the School of Law, Santa Clara University, and the Graduate School of Business, Stanford University, plus he has served as an expert witness for clients such as Intel and National Semiconductor.
Lynne Weber, Ph.D.
Managing Director, Global Leader - Strategic Value Advisory Practice
Duff & Phelps, LLC
Dr. Lynne Weber is the global leader of Duff & Phelps’ Strategic Value Advisory Practice. She has more than 25 years of experience consulting on valuation of business strategies, transactions, and operational improvement strategies. Dr. Weber also provides thought leadership on financial reporting issues ranging from valuation of contingent assets & liabilities to projections for setting appropriate reserve policies. She brings deep skills related to financial projections, forecasting, statistical & econometric modeling, risk assessment and optimization to her engagements. Prior to joining Duff & Phelps, Lynne was a Managing Director with Standard & Poor’s, a Principal with PricewaterhouseCoopers, and a Principal with Applied Decision Analysis, Inc. Lynne holds a Ph.D. in Operations Research and a Masters in Statistics, both from Stanford University, and a B.A. in Mathematics from Cornell University.
Kevin Tom, CFA
Director
PricewaterhouseCoopers LLP
Kevin is a Director in the Transaction Services practice of PricewaterhouseCoopers located in the New York office. Kevin specializes in providing valuation services and has thirteen years of valuation experience related to financial reporting, merger and acquisition consulting, strategic planning, tax planning, litigation support, and bankruptcy/reorganization support.
Kevin recently returned to the Transaction Services practice after a two year assignment in PricewaterhouseCoopers’ National Office where he was a member of the National Technical Services group. In that role, Kevin served as a valuation expert consulting on valuation matters related to emerging financial reporting issues and accounting standards. He served as a fair value accounting subject matter expert assisting clients and engagement teams in understanding, interpreting and implementing FASB Statement No. 157, Fair Value Measurements and FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.
Kevin received his Master of Business Administration from the University of Southern California and a Bachelor of Arts degree in Economics from the University of California, Irvine. He also is a Chartered Financial Analyst (CFA) charter holder.
Michael Nesta
Director, Advisory Transaction Services
KPMG LLP
Michael has over 6 years of experience providing assurance services and technical accounting advice under US GAAP and IFRS to audit and non-audit clients. Michael began his career at the Financial Accounting Standards Board as a postgraduate technical assistant, where his projects included Liabilities and Equity (FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity), Guarantees (FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others), Fair Value of Financial Instruments, and Convergence of US GAAP and IFRS. Michael has also spent time in accounting policy at an alternative investment adviser with over $10 billion in equity under management, providing technical accounting support to the front office in relation to their investment decisions.
Michael’s areas of focus include business combinations; revenue recognition; financial instruments and securitizations; stock-based compensation; debt and equity structures; and consolidations and investments.
While at KPMG Michael has participated in and led multiple projects related to the application of US GAAP and IFRS to various types of transactions within the following industries: Power and Utilities, Software, Retail, Financial Services, Oil and Gas, Homebuilding, and Private Equity.
– Provided advice on deal structure and related accounting considerations on multiple business combinations to private equity, special purpose acquisition corporation, and strategic clients
– Provided on-call technical accounting advice to a large power and utilities client related to several contemplated wind, generation, acquisition, and divestiture transactions. Assistance included participation in meetings with investment bankers and corporate development as transaction structures were discussed, reading of draft transaction documents to identify potential accounting issues, and documentation on management’s behalf of management’s accounting conclusions.
– Led the implementation of FAS 123R at an international clothing retailer, including assisting the client with: evaluating the impact of the new standard on reported results, identifying process gaps, and documenting accounting positions and discussing those positions with their external auditors.
– Led a project to assist a restaurant client as it developed accounting policies and procedures related to its leases for over 700 of its restaurants.
Education, Licenses & Certifications: BBA (Business Honors and Accounting majors) and Masters in Professional Accounting with highest honors, The University of Texas at Austin; Certified Public Accountant in Texas
Untangling 157 & 141R: Business Combinations, M&A & Fair Value
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