Professional Services

Litigation

Representations of U.S. and foreign member firms in civil litigations and arbitrations include:

• Defending firms against claims arising from the audits of investment funds.
  • Funds affected by the Madoff Ponzi scheme: for E&Y Cayman (Won dismissals of claims concerning the Herald and Primeo funds, affirmed on appeal); PwC Luxembourg (dismissal of claim concerning the Plaza fund); PwC Netherlands (settled claims concerning the Fairfield funds).  
  • Defending PwC Bermuda in federal and state courts in Minnesota against claims arising from the $3 billion Petters Ponzi scheme (dismissed).
  • Defending E&Y Cayman from claims arising from the collapse of the Beacon Hill investment funds (dismissed) and PwC Netherlands Antilles from claims arising from the collapse of the Lancer fund (settled).
• Defending Deloitte in the Chinacast (dismissed, affirmed on appeal), the ChinaMedia (dismissed), the Priceline.com (dismissed, affirmed on appeal), and the Levitz Home Furnishings (dismissed, affirmed on appeal) securities litigations.
• Defending PwC in the National Century Financial Enterprises (settled), Campbell Soup (dismissed), Schick Technologies (dismissed) securities litigations, and in litigations concerning Color Tile (dismissed, affirmed on appeal), American Country Holdings (settled), and Babcock Borsig AG (dismissed, affirmed on appeal).
• Defending KPMG International in the ShengdaTech securities action (dismissed and settled).
• Defending E&Y in Scottish Re Group securities litigation (settled).
• Defending a Big Four captive insurer in coverage lawsuit by former Big Four firm partner (dismissed and settled).
• Defending Big Four firms in confidential mediations and arbitrations involving claims by former clients, disputes with former partners, and intra-network disputes.

Regulatory

We have advised firms and individuals in grand jury proceedings and investigations by the Department of Justice, and in investigations and enforcement and disciplinary proceedings by the SEC, the PCAOB, the AICPA, and state accountancy boards and CPA societies.  Our representations include SEC and PCAOB investigations involving issuers in many industries, including banking, investment and financial services, communications, computers and software, education, energy and energy services, healthcare, leasing, transportation, utilities, real estate and REITs, and involving a broad range of accounting, auditing, and independence issues.  We tried the first case before the PCAOB’s Administrative Law Judge that resulted in the dismissal of all charges against the respondent accountant and that was affirmed on appeal to the PCAOB.

We also advise on regulatory and risk management aspects of --

• Global, regional and national structuring.
• Network and firm governance, including partnership matters and agreements.
• Compliance with SEC and PCAOB accounting firm standards and regulations (including independence) and state accountancy laws.
• PCAOB registration and state licensure (firm and individual). 
• International trade sanctions and export control compliance and enforcement.
• FCPA, U.S. foreign investment regulation (including FOCI), and data privacy advice.

Financing; M&A; Commercial

We advise on Big Four firm transactions, including mergers and acquisitions, asset sales, and financing and partner investment and loan programs.  Our experience includes:

• Representing PwC in the $275 million sale of, Unifi, its Human Resource outsourcing and consulting business.
• Representing a Big Four firm as servicer and its wholly-owned subsidiary in a $150 million receivables financing that was provided by The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as initial purchaser and administrative agent.
• Representing Big Four firms in connection with a host of commercial and licensing agreements involving intellectual property and trade secrets. 
• Representing Big Four firms in drafting and negotiating numerous MSAs, engagement agreements, and vendor agreements.
• Representing a Big Four firm in a publishing agreement with The Penguin Publishing Group.
• Representing Coopers & Lybrand in its combination with Price Waterhouse to form PwC.
• Representing Deloitte in its acquisition of Recombinant Data Corp., a health care data analytics company.
• Representing a Big Four firm in establishing data centers in several countries. 
• Representing Deloitte in connection with its acquisition of Vigilant Inc. and Vigilant Intelligence Services Inc., specialists in security monitoring and cyber threat intelligence.
• Representing KPMG Capital, a fund for member firms of KPMG, in its purchase of a substantial equity stake in Bottlenose Inc., a Los Angeles-based provider of real-time trend intelligence data.
• Representing a Big Four firm in creating intra-network investment funds. 
• Representing a Big Four firm in connection with its $1 billion senior unsecured revolving credit facility arranged and agented by Wells Fargo Bank, National Association.
• Representing a Big Four firm in connection with multiple issuances of senior unsecured notes in private placement transactions.
• Representing Big Four firms in connection with mandatory and voluntary partner loan programs utilized to fund capital contributions and retirement plan contributions.
• Representing a Big Four firm with respect to a $500 million syndicated supersedeas surety bond facility provided by several insurance companies.
• Representing a Big Four firm in connection with the development of a social listening platform and related risk analysis regarding the development of the platform, particularly with respect to copyright and fair-use issues.

Advisory

We also advise on --

• Bankruptcy proceedings, including clawback and preference actions
• Firm ethics, compliance, and governance policies
• Insurance structure, policy language, coverage (firms and captive insurers) 
• Intellectual property, licensing and new media
• National and network-level risk management 
• Secondment of U.S. partners and staff to global, regional or non-U.S. member firm roles
• Partner and other pension plans, including use of pension-related trusts, plan restructuring, defeasing unfunded partner pension liability
• Tax and securities matters