Advisory.

Investors extend capital, and patience, to companies whose numbers they believe and whose boards they trust.  The firm’s campaigns begin where that belief breaks down, so it knows which questions investors ask and which answers satisfy them.  It works with boards and management to put in place what investors look for before anyone has to ask: reported figures that reconcile from one filing to the next, disclosures that say what the company has actually done, controls that hold up under scrutiny, and a board that can explain its oversight.  Often the answer is that the record already holds up, and the company is better placed for knowing it.

1. I

   I. Boards and Committees

   Audit committees and special committees retain the firm for an outside read of the company’s own disclosure record before a filing goes out, and also during an internal review or after a question has been raised about a reported figure.  The firm reads that record the way an activist or a short seller would, against both the accounting standards and the company’s reporting obligations under the securities laws, so the committee hears those questions before anyone outside the company asks them.  Special committees weighing a conflicted transaction also retain the firm for analysis that does not run through management or the company’s other advisers.  When nothing is wrong, the committee has an independent reading that says so.

2. II

   II. Management Teams

   Chief executives and chief financial officers bring the firm in to test a plan, a disclosure, or a transaction the way the market will, before the market sees it.  The firm also works with management on turnaround plans and on rebuilding the finance function and its controls, and it can serve in an interim role while that work is carried through.

3. III

   III. Private Equity Firms and Lenders

   Before a transaction closes, the firm tests a target’s or a borrower’s reported results against its filings, its footnotes, and the records behind them, with particular attention to impairment and loss contingency judgments, related-party arrangements, and figures that do not reconcile from one filing to the next.  For a public company, the review extends to its record of compliance with its securities law reporting obligations, since any exposure there stays with the company after closing.  The firm reports what the record shows.  The decision to transact remains the client’s.

4. IV

   IV. Litigation Counsel

   For counsel bringing or defending a matter that turns on what a company reported, the firm rebuilds the figures from the record, measures them against the accounting standards and securities laws that governed them, and works through with counsel how those rules apply to the facts, including in Ireland and the United Kingdom, where common law company regimes sit alongside securities rules derived from European Union law, and in other common law jurisdictions, where the differences from U.S. law can be decisive.  Counsel directs the legal analysis and the position taken.

1. 01

   Filings and Disclosure Review.

   Annual, quarterly, and current reports and proxy statements, read against the standards that govern them, including impairment under ASC 350 and ASC 360, loss contingencies under ASC 450-20, and the adequacy of MD&A and footnote disclosure.

2. 02

   Transactions.

   Strategy and structure for an acquisition, a divestiture, or a financing; diligence on the other side’s record; support alongside the company’s bankers and counsel in negotiation; and independent analysis for special committees.

3. 03

   Turnarounds and Operations.

   Plans to restore an underperforming company, covering its cost structure, its capital allocation, and the operating changes that follow from what its record shows, with the option of an interim director or executive role while the plan is put in place.

4. 04

   Governance and Controls.

   Board composition and committee structure, disclosure controls and procedures, the financial close, and the remediation of material weaknesses.

5. 05

   Investigations and Disputes.

   Rebuilding reported figures from the general ledger, bank records, and transaction documents, following funds as far as the record allows, measuring what was disclosed against what the securities laws and listing rules required in the United States or abroad, and quantifying the difference and its effect on value.

The Record

Financial Misstatements Identified

$20B+Validated through disclosure corrections, bankruptcy filings, and SEC enforcement action.

Shareholder Return at Fossil Group

500%+^*Fossil Group, Inc. (NASDAQ: FOSL), within approximately two years of securing board representation.

* The 500%+ return figure for Fossil Group, Inc. (NASDAQ: FOSL) assumes a shareholder held their shares continuously from March 24, 2024, for approximately two years forward.