Business readiness and shareholder personal planning Corporate legal planning Tax and estate planning Wealth management considerations Potential buyers and transaction structures Preparing for due diligence – self-diligence, quality of earnings, other Post-transactions planning Issues to anticipate

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Robert Wagner, CPA, Partner, Advisory Practice Leader, HoganTaylor LLP
• Thomas N. Mahoney, CFA, CAIA, Private Wealth Advisor, Senior Portfolio Manager, UBS Private
Wealth Management
• Louis Vlahos, Tax Partner, Farrell Fritz, P.C.
• JR Lanis, Corporate, Securities and M&A Partner, Drinker Biddle & Reath LLP
• Neil Morganbesser, CEO & President, DelMorgan & Co.
© Copyright 2018 Expert Webcast – All Rights Reserved
WHAT BUSINESS OWNERS NEED TO KNOW ABOUT
SUCCESSFULLY TRANSITIONING THEIR COMPANY
May 17, 2018

2. 1
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3. 2
MODERATOR: Alex Kasdan, Senior Managing Director, DelMorgan &
Co., brings more than twenty-five years of senior-level Wall Street advice to
middle market companies, entrepreneurs and institutional investors. He has
extensive experience in investment banking, corporate law and restructuring at
world’s leading firms, including Credit Suisse First Boston, O’Sullivan Graev &
Karabell LLP (now O'Melveny & Myers LLP), Battle Fowler LLP (now Paul
Hastings LLP) and Schlumberger Ltd., and as a founding partner of
Convergence Capital Partners. Alex has worked on more than 100 domestic and
cross-border transactions in North America, Europe and Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Panelist: Robert Wagner, CPA, leads the Advisory Practice at
HoganTaylor. His experience includes:
• Public company CFO
• Big 4 audit experience
• Mergers and acquisitions
• Arranging debt and equity financings
• Working capital management
• Outsourced CFO services
• Business process improvement
• Management of human resource and benefit functions, orders
processing, contract administration, credit and collections, and
litigation
Prior to joining HoganTaylor, Robert was co-founder of CFO
consulting practice. This practice was merged into HoganTaylor
in 2013. His additional experience includes serving as CFO of a
publicly-held technology company for 22 years as well as
working as an auditor for Price Waterhouse.
2222 S. Utica Pl
Suite 200
Tulsa, OK 74114
P 918.745.2333
D 918.938.7545
C 918.231.8503
rwagner@hogantaylor.com
www.hogantaylor.com

5. 4
Panelist: Thomas N. Mahoney, CFA, CAIA, a Private Wealth Advisor, Senior
Portfolio Manager at UBS Private Wealth Management, is a 31-year veteran of the
investment industry. In 2004, he moved his practice from Credit Suisse to UBS Private
Wealth Management, successfully bringing all of his clients with him. He began his
career with E.F. Hutton and steadily grew his nationwide clientele at Kidder, Peabody
and Donaldson, Lufkin & Jenrette prior to its acquisition by Credit Suisse. Within the
ultra-high net worth division of UBS, Tom guides a team with a focus on helping
private company founders prepare for and manage their exit liquidity.
Tom received his B.B.A. in Finance from the University of Wisconsin-Madison. He
completed the Private Equity and Venture Capital Program at Harvard Business
School. He teaches a class on Alternative Investments for the CFA Review Program of
the University of Southern California Marshall School of Business.
Tom has been named to the Forbes State-by-State List of Top Financial Advisors. He is
Co-Chair of the Private Wealth Management Committee of the CFA Society of Los
Angeles, where he is also a member of the Board of Governors. He is Co-Founder and
past President of the Chartered Alternative Investment Analyst Association of Southern
California and is founder of ALTSLA, the largest annual alternative investment
conference in Los Angeles. He is a Chartered Financial Analyst charter holder and is
and is also a Chartered Alternative Investment Analyst.
Tom serves on the Board of Directors for The People Concern, one of LA’s largest
nonprofit organization that offers shelter and facilities to homeless individuals and
families. Tom is a Divemaster and Certified Rescue Diver. He and his wife have twin
girls and live in Santa Monica.
2000 Ave. of the Stars
7th Floor North
Los Angeles, CA 90067
310-734-2401
thomas.n.mahoney@ubs.com
http://financialservicesinc.ubs.
com/team/mahoneygroup/

6. 5
Panelist: Louis Vlahos is a Tax Partner at Farrell Fritz, P.C. As
Farrell Fritz’s lead tax attorney, he has extensive experience in
corporate, partnership and individual income taxation, and in estate
and gift taxation, including tax planning, ruling requests, and tax
controversy.
Louis advises clients in connection with corporate and partnership
organizations, operations and reorganizations; capital raises and debt
restructurings; sales and acquisitions of businesses; distributions,
redemptions, liquidations and spin-offs; S corporation issues; buy-sell
agreements; real estate sales and like-kind exchanges; executive
nonqualified deferred compensation arrangements; taxation of
foreigners; state and local income, sales and transfer taxes; estate, gift
and succession planning, including the transfer of business interests,
family limited partnerships, transactions with trusts, and estate and gift
tax audits; charitable giving; private foundations, tax exemption
applications, not-for-profit restructuring, and excess benefit issues.
Louis holds an undergraduate degree from Columbia College, a J.D.
from Harvard Law School and an LL.M. from New York University
School of Law.
400 RXR Plaza
Uniondale, NY 11556
516-227-0639
lvlahos@farrellfritz.com
www.farrellfritz.com

7. 6
Panelist: JR Lanis is a partner at Drinker Biddle & Reath LLP in
Los Angeles and San Francisco. He assists clients with public
securities offerings and reporting, private equity and venture capital
financings, mergers and acquisitions, and fund formation and
representation. He structures, negotiates and closes multimillion and
billion-dollar transactions, including public stock and debt offerings,
tender offers, distressed company acquisitions and sales, mergers,
licensing and other commercial arrangements, for both buyers and
sellers. He also serves as outside counsel to several registered
investment companies.
JR has experience in public company listing and reporting for OTC,
Nasdaq and NYSE-listed companies, including compliance with the
Sarbanes-Oxley Act and related stock exchange requirements.
JR’s clients include publicly traded and privately held companies,
funds and investors in a variety of industries, with an emphasis in
technology, financial services, hospitality, life sciences and energy.
JR holds an A.B. from Brown University and a J.D. from University of
Texas School of Law.
1800 Century Park East
Suite 1500
Los Angeles CA 90067-1517
(310) 203-4024
jr.lanis@dbr.com
www.dbr.com

8. 7
Panelist: Neil Morganbesser is co-Founder and President & CEO of
DelMorgan & Co. where he provides senior leadership within the firm and helps
oversee all client engagements. Mr. Morganbesser has over 27 years of experience
providing financial and strategic advice to a full range of clients, including
entrepreneurs, large corporations, governments, family businesses, private equity
funds, and special committees of public companies.
Mr. Morganbesser has been affiliated with some of the leading institutions in the
world, and his experience ranges from representing the offshore owners in the sale
of a small, private U.S. company for $10 million to representing the special
committee of a large, public company in a $9 billion negotiated management buyout
with a highly complex financial structure.
Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers &
Acquisitions at Bear Stearns & Co., as a Senior Managing Director based in Los
Angeles. Prior to joining Bear Stearns in May 2001, Mr. Morganbesser was an
investment banker in the Mergers, Acquisitions and Restructuring Department at
Morgan Stanley (in New York and Los Angeles). From 1990-1993, Mr.
Morganbesser was a corporate and M&A attorney at Wachtell, Lipton, Rosen &
Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied
Mathematics / Economics from Harvard University (Phi Beta Kappa) in 1986 and
received his J.D. and M.B.A. degrees (Order of the Coif, with honors) from
Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com

9. 8
MAJOR TOPICS
• Business readiness and shareholder personal planning
• Corporate legal planning
• Tax and estate planning
• Wealth management considerations
• Potential buyers and transaction structures
• Deal team and process
• Preparing for due diligence – self-diligence, quality of
earnings, other
• Post-transactions planning
• Issues to anticipate