Mike Pilgrem

Previous Positions

LECG Limited (2006 to March 2011) (Director (2006 and 2007), Principle (2008 to 2011))

Deloitte & Touche LLP, Corporate Finance practice, Valuation group (2002 to 2005) (Director)

Arthur Andersen (1988 to 2002):

Economic and Financial Consulting; Strategy, Finance and Economics; Economics & Value Solutions; and Financial Consulting Services groups (1993 to 2002) in the Assurance and Business Advisory (1993 to 1997 and 2000 to 2002) and Business Consulting (1997 to 2000) practices (Senior Manager in Valuation Services and Dispute Consulting teams (1998 to 2002); Manager (1993 to 1998)

Assurance and Business Advisory practice (1988 to 1993) (Experienced Senior (1991 to 1993), Senior (1990 to 1991), Experienced Assistant (1989 to 1990), Trainee Chartered Accountant (1988 to 1989)

Professional Experience

Claims and disputes – Valuation or financial advice

Railcar leasing, Russia, arbitration in the London Court of International Arbitration:Mike was instructed as an expert witness to report on questions of value. The engagement involved the examination of the valuation evidence provided by the outcome of an auction process for the repurchase of shares, referred to as a ‘Dutch’ auction, and EV/EBITDA ratios derived from the share prices of listed companies. The matter settled before the service of expert reports.

Property development and rental of student apartments, litigation before the English Commercial Court: the claimant alleged that the defendant bank had mis-sold interest swaps in 2007 to members of a group of companies that developed property, rented student and other apartments and provided related services. The bank denied the claims. Subsequently, following the global financial crisis, the management of the group’s accounts was transferred to a specialist department of the bank. Ultimately, members of the group entered administration. Mike was instructed as expert witness on behalf of the defendant on questions of value of the equity of the group. The engagement involved analyzing the group’s historical financial performance in the context of the economic environment and the position of its parent company. It also involved working with experts in the fields of property valuation and the valuation of interest rate derivatives. Mike prepared a report and drafts of a joint statement. The dispute settled before oral testimony was required.

Container ports, Ghana, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the respondents as expert witness and prepared an expert report on the damages suffered by the claimant as a consequence of the alleged wrongful dilution of an indirect interest in a recently-completed project to construct, equip, own and operate under a concession agreement a container terminal at a port on the coast of Ghana. The engagement involved questions of value of the project and of a hypothetical indirect interest given the rights and obligations of different stakeholders. The matter settled following mediation.

Bonds, Luxembourg, litigation before the English Commercial Court: the claimant had acquired bonds issued by two Luxembourg companies from the defendant. The defendant was held liable for breach of an agreement to reacquire the bonds for cash, with damages to be assessed. Mike was instructed as expert witness on behalf of the claimant on questions of the existence of an available market for the bonds held by it and their value, as at four dates. The project involved analysis of terms and conditions of the bonds; analysis of information and lack of information about the position of the issuers and that of a key counterparty to one issuer; and identifying and assessing valuation evidence provided by the terms of transactions, acts and omissions of the issuers and the results of steps taken to seek bids for the bonds. Mike prepared a report and a joint statement. The matter settled following the service of the joint statement.

Manufacture and retail of pharmaceuticals, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the defendants as expert witness on questions relating to the measurement of revenues for a five-year earn out mechanism in a sale and purchase agreement. The engagement involved the review and analysis of a group of companies, the contractual relationships between members of that group and with other parties, the specified mechanism, and management and industry reports of activities and decisions. Mike prepared a report to the tribunal. The claimant withdrew its substantive claims following service of the report.

Expert determination of financial position, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed as an independent expert on behalf of the claimants to advise on the role of an accounting expert in a price determination under a sale and purchase agreement. The engagement included advising on the role in respect of resolving questions that need legal advice and expert and factual evidence and significance of what the parties had agreed and the three-way agreement among expert and both parties in respect of the procedure to be followed. The matter was resolved before evidence was required.

Auction of motor vehicles and personalized registrations, UK, litigation before the Business and Property Courts (Business List): The claimants were members of a group of companies in liquidation that had provided auction services and owned related property. The two defendants were a provider of business recovery services and the claimants’ banker. The claimants alleged that, due to wrongful acts or omissions of the defendants, its business had been sold in administration at an undervalue. Mike was instructed as expert witness on behalf of the bank on two issues identified by the court: on the claimants’ financial state during a period ended on the sale; and on the value of the claimants’ business and assets as at the start and end of that period. The period straddled landmark events in the global financial crisis during 2008 and the transfer of the banking relationship to a unit of the bank which dealt with companies in financial distress. The engagement included the review and analysis of bank statements and cash flows; surviving accounting reports and records; and assessments of, and offers for, the business and assets by various parties. Mike prepared a report to the court and a three-expert joint statement on each of the two issues. Before trial, the claimants withdrew all allegations of deliberate wrongdoing and dishonesty and agreed to withdraw all other allegations.

IT systems of housing association, UK, litigation before the Technology and Construction Court: Mike was instructed on behalf of an IT consultancy as expert witness in two related litigations and prepared a joint statement to the court on issues of quantum arising from its claims and the claims of a housing association. The issues included costs that had been incurred, benefits that had been received and costs and benefits that would have been incurred or received in certain hypothetical scenarios. The engagement also involved working with experts in the field of software and its implementation. The dispute settled following mediation.

Real estate investment fund management, Europe, litigation before the English Commercial Court: the claimant fund alleged that the defendant manager had made an investment in commercial real estate that fell outside of its mandate, including in respect of diversification, which investment had subsequently proven to be loss-making. Mike was instructed as an independent expert on behalf of the defendant to review and assess the claimant’s calculations of its alleged loss. The engagement included analyzing the actual performance of the fund’s investments and the performance of alternative patterns and portfolios of investment, during a period in which market values of real estate changed significantly from one date to another. The matter was resolved before evidence was required.

Manufacture and retail of bras, litigation before the English patent court: the defendant had sold bras through its retail channels which were found to fall within the claims of a UK patent relating to fabric tubing and such sales were held to be in breach of an agreement. The defendant sought independent advice on the likely amount of damages, in circumstances where the claimant benefited from the patent only through licensing activities. Mike analyzed the likely effect of the relevant sales on the claimant’s activities and profits. He also assessed a reasonable royalty, on sales that the claimant would not have made, as a percentage of the price per metre of tubing.

Real estate, UK, referral to UK’s First Tier Tribunal (Tax): HM Revenue & Customs (HMRC) in the UK sought expert opinion concerning rational commercial decision-making and the value of certain transactions to certain parties in the context of transactions between connected legal entities. Mike was instructed as expert witness and prepared a report to the First Tier Tribunal (Tax). The project involved analysis of the parties and the transactions in question, identifying a framework for such decision-making, and analysis of the evidence explanations given for the transactions against that framework. The matter was resolved before oral testimony was required.

Payment-related services, Europe, potential litigation before the English High Court: A potential claimant sought independent advice on the quantification of its loss and damage from breach of warranty as to quality of payment-related systems and software in a post-acquisition dispute. Mike led the team advising on the measure of damages and its quantification, to support a mediation process. The work involved analyzing the structure of the transaction, including the purchase consideration; assessing investment appraisal performed before the acquisition; evaluating alternatives available to the buyer, potential buyers and the sellers; considering the effect of lower than promised quality on expectations of future performance; and reviewing the financial consequences of post-acquisition events. The dispute settled following mediation.

Expert determination of EBITDA, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the respondent as expert witness and prepared a report to an arbitration tribunal on the treatment of purchase price allocation items in measuring EBITDA and determining a price under a price formula in an agreement. The agreement provided for an expert to be appointed to determine certain matters in accordance with its provisions. Mike was instructed to assume he had been appointed as such an expert to determine the matters in question. The advice involved considering relevant parts of the agreement and the requirements of US GAAP and applicable financial accounting principles. The claimant decided not to cross-examine Mike at a subsequent hearing.

Indian Premier League cricket franchise, India, litigation before the English High Court, Queen’s Bench Division: Mike was instructed on behalf of the defendant as expert witness and prepared an expert report on questions of value of a 3.5% interest in a company that held an IPL franchise and had had a project to create, own and operate a ‘sports city’ and on associated questions of loss, including analysis of the claimant’s claims. The work involved identifying the valuation issues arising from the terms of a contract of employment and rights to acquire and put shares, explaining relevant valuation principles and practice and review and analysis of available information about the company’s financial position and performance. Following service of Mike’s report, the claimant’s claim was amended and the need for evidence on value removed.

Retail of insurance products, UK, expert determination of value: Mike advised on the expert determination of value of an interest in a business and on the process for such determinations. The business involved the affinity marketing and sale of vehicle, home and other insurance products through retail outlets, over the internet, by telephone sales and by post, in the context of complex contractual relationships and a history of organizational and structural changes. Mike assisted with the terms of reference for the determination and the preparation of written submissions, including submissions on the requirements of the underlying contract, expectations of future operational and financial performance and appropriate discount rates.

Commodities trading, expert determination of value and arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike advised on the expert determination of value of an interest in a company and on the process for such expert determinations, in the context also of arbitration of disputes over the underlying expert clause. The advice included considering related disputes over the interpretation, use and significance of information from financial statements.

Consultancy services, expert determination of value: Mike advised on the process of an expert determination of value of shares of a company and the initial information requirements of the expert given the terms of the expert clause.

Design, development and manufacture of high performance sports cars, UK, litigation before the High Court, Queen’s Bench Division: Mike was instructed on behalf of the claimant as expert witness on questions of value at two valuation dates. The subject matter of Mike’s advice was a class of B ordinary shares with complex rights in respect of options to buy back or procure the purchase of the shares, options involving comparisons of market values of issued ordinary shares with hurdle amounts. The project also involved assessing the valuation evidence provided by a complex financial restructuring of the company in question. Mike prepared a written report and a substantial joint statement. The matter settled following the service of the joint statement.

Gas exploration, Poland, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the respondents as expert witness on questions of value in respect of interests in the debt and share capital of a subsidiary company which held mining usufruct agreements and related concessions over an unconventional, tight gas field. Mike was also asked to assess a commercial rate of interest. Mike prepared two expert reports, attended a meeting of experts, drafted a joint statement and was cross-examined at a subsequent hearing. The work involved explaining how the value of the company’s equity related to that of its assets, given its obligations; the use of Competent Person’s Reports as valuation evidence; the evidence provided by farm-out-related experiences and transactions in the equity of other entities with interests in the company; and the relevance of financial accounting principles and practices to the valuation questions.

IT systems of governmental body, Middle East, claims before an administrative court: a contractor sought independent advice on the amount of its claims for relief. Mike was responsible for the engagement. The contractor had agreed to design and supply certain systems. The systems project did not progress as planned and, ultimately, the work was withdrawn before it was complete. The engagement involved considering the contractor’s records of costs incurred and amounts received and its calculations of profits that it would have earned if the work had not been withdrawn.

Telecommunications, Egypt, arbitrations under the rules of the Cairo Regional Centre for International Commercial Arbitration: Mike was instructed as expert witness on behalf of a party to two related arbitrations in which a tribunal-appointed expert also provided advice. The language of the arbitration was Arabic. Mike prepared three expert reports and provided oral testimony at a subsequent hearing. The subject of his advice was the quantification of claims and counterclaims for lost past and future profits that would have been earned from a project to provide telephone lines using digital satellite technology, including matters of principle in respect of such claims. The work included assessing an appropriate discount rate to apply to lost future profits and considering a claim for interest on past losses and the treatment of financing costs actually incurred.

Concentrated solar power plant, United Arab Emirates, insurance claim: the owner and operator of a CSP plant in the UAE submitted an insurance claim in respect of the delayed start-up of the plant as a result of a fire. The insurer sought independent advice on the calculation of the amount claimed and the sufficiency of the documents provided in support of it. Mike was responsible for the project, which involved review of the terms of the insurance policy, analysis of spreadsheet calculations and various documents and preparation of a written report.

Commercial exploitation of motor sports worldwide, litigation before the UK’s High Court, Chancery Division: Mike was instructed on behalf of the first defendant, Bernie Ecclestone, as expert witness on questions of value in a claim brought against Mr. Ecclestone and three other defendants. The subject matter of Mike’s advice was an indirect interest in the group of companies granted commercial rights associated with the FIA Formula One World Championship. The valuation date was in 2005, when Bayerische Landesbank approved the sale of the interest to CVC Capital Partners. Mike prepared a written report and a joint statement (with two other experts instructed on behalf of other parties), and was cross-examined at trial. The judgment of the court is published as Constantin Medien v Bernard Ecclestone and others [2014] EWHC 387 (Ch).

Viaticals, USA, litigation before the High Court of Justice of the Isle of Man, Chancery Division: Mike was instructed on behalf of a defendant as an expert witness on questions of accountancy and valuation in connection with the plaintiffs’ schedule of loss and damage. The plaintiffs were vehicles through which viatical settlements (traded life policies) could be purchased and sold to investors and claimed that their business had not been conducted in accordance with certain standards and duties owed to the plaintiffs had been breached. Mike advised on the expert issues arising in the case. The matter settled before service of expert reports on loss and damage.

Vehicle dealerships and workshops, Egypt, arbitration under the rules of the Cairo Regional Centre for International Commercial Arbitration: Mike was instructed on behalf of the claimant as expert witness, prepared two expert reports and gave oral testimony on the damages suffered by the owner of vehicle dealerships and workshops as a result of the alleged wrongful termination of a dealership agreement. The work involved considering the structure and past performance of the relevant operations during the years before 2014 and their expected future performance over a 20-year period, including review and analysis of historical market data. The work also included considering possible alternative uses of resources freed up by the termination of the agreement, in the light of actual developments.

Resort hotels, Egypt, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the claimant as expert witness, prepared an expert report, and was cross-examined, on the damages suffered by a branded international hotel operator with a network of hotels, resorts and cruise ships as a result of the breach of a hotel management agreement. The project involved assessing past and future losses, including expectations of future outcomes following the Egyptian protests in early 2011.

Primary medical care services, UK, expert determination of value: Mike was instructed to provide independent valuation advice to the owner of a limited liability partnership providing primary medical care services through a number of practices in Northern England. He prepared two written submissions to an independent expert appointed to determine the value of the LLP, in order to resolve a dispute between the member and former member of the LLP. Mike also advised on the process for expert determinations of value.

Container ports, Turkey, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the respondents as expert witness, prepared three expert reports and a joint statement, and testified, on the damages suffered by the claimant as a consequence of the alleged wrongful loss of an indirect interest in a partially completed project to construct, equip, own and operate a partially completed greenfield container port on the Sea of Marmara.

Mobile virtual network operator (MVNO), UK, litigation before the Technology and Construction Court: Mike was instructed on behalf of the defendant as expert witness, and prepared two expert reports, on the solvency of the claimant and another member of the claimant’s group, and their ability to meet liabilities should a court determine that they are liable to pay damages or costs. The judgment of the court is published as Eagle Ltd v Falcon Ltd [2012] EWHC 2261 (TCC). Mike was also instructed on the quantification of the damages alleged by the claimant. The matter settled before the service of expert reports on damages.

Hotels and restaurants, Egypt, arbitration under UNITRAL rules: Mike was instructed on behalf of the claimants and respondents to the counterclaims as expert witness, prepared two expert reports, and gave oral testimony to the tribunal (including a presentation as part of evidence-in-chief), on the damages suffered by a branded international hotel operator and the damages suffered by the hotel owner as a result of the termination of an agreement to manage a hotel and associated restaurant and shopping arcade. The project involved assessing expectations of future outcomes for the hotel complex at the time of the Egyptian protests in early 2011 and associated valuation issues. It also involved assessing unpaid amounts claimed by a claimant under the terms of the management agreement in respect of pre-termination activities.

Gas pipeline construction, West Africa, litigation before the UK’s Technology and Construction Court: Mike was instructed on behalf of the claimant as expert witness in the field of forensic accountancy and prepared a joint statement including a list of expert issues. The issues included whether, and why, costs had been incurred; the reliability of accounting records; and matters related to possible mitigation of loss. Mike also assessed interest as damages based on the terms of certain debt and equity financing arrangements and capital requirements. The project involved working closely with experts in the field of quantity surveying. The matter settled following the service of the joint statement.

Manufacture and sale of trains, Europe, litigation before the UK’s High Court, Chancery Division: Mike and another expert were jointly instructed on behalf of the claimant to provide advice on the measure of damages and the quantification of lost profits from the manufacture and sale of trains. The matter settled before the service of expert reports.

Mobile telecommunications, Eurasia, possible arbitration: Mike was instructed on behalf of the claimant to assess the adverse effect on the value of an interest in a mobile telecommunications operator, and other financial damage, of the implementation of certain operational decisions.

IT systems of European government agency, arbitration in the London Court of International Arbitration: The respondent and counterclaimant, a provider of IT systems and related services, sought independent advice on questions of accountancy, the quantification of its loss and damage and the financial and economic aspects of claims of the claimant agency. Mike led the team supporting the testifying expert and was responsible for the preparation of several expert reports and two joint statements. The engagement involved the review of government project appraisal processes; the review of project financial planning; financing and accounting; and the assessment of the reliability of records of activities performed and costs incurred by the respondent and government bodies.

Patent over domestic appliance technology, France, litigation before the Tribunal de Grande Instance de Paris: Mike was instructed on behalf of the claimant as an economic and financial consultant to consider the information required from the defendants to perform an inquiry as to damages from the infringement of a patent, and to assess the information provided. The matter settled after preparation and service on the defendants of a schedule of information and supporting accounting evidence required.

Financial damage, France, litigation before the Cour d’Appel de Paris: Mike was instructed on behalf of the claimants as expert witness and prepared an expert report on the weighted average cost of capital of a claimant’s group for the purposes of assessing financial damage arising from past lost manufacturing profits.

Consumer electronics, UK, litigation before the Commercial Court: Mike was instructed on behalf of the claimants as expert witness, and prepared calculations annexed to statements of claim, on damages suffered by the claimant as the consequence of alleged breach of warranty as to quality by the original equipment manufacturer on the supply of televisual consumer electronics products. The products were alleged to result in a higher than specified failure rate over the life time of the products. The matter settled before the service of expert reports.

Aluminum trading, Europe, arbitration under the Hong Kong arbitration ordinance in accordance with UNCITRAL rules: Mike was instructed as a forensic accountancy expert witness and prepared two expert reports and a joint statement of matters agreed and disagreed and gave oral testimony to the tribunal (including a presentation as part of evidence-in-chief), on the activities of traders of aluminum and the profitability of those activities, including contracts for the sale and purchase of physical primary or secondary metal and trading in futures contracts. The work involved review and analysis of both summary reports from systems and underlying ledgers, accounting vouchers, contractual documentation and banking records. The work also involved analyzing and explaining the use of futures to manage the risk of future changes in market prices or speculate on such changes.

Investment vehicle, Isle of Man and UK, litigation before the High Court of Justice of the Isle of Man, Civil Division and English High Court, Chancery Division: Mike was instructed as an expert witness on behalf of 17 parties to participation (derivative) agreements with a company with complex financial assets and liabilities that had subsequently entered liquidation. The company and a number of other parties had entered into a framework agreement. Mike was instructed to consider whether certain transactions under that agreement were at an undervalue, their effect on the company’s financial position and what could be deduced or inferred about their purpose. The work included analyzing the complex relationship between the company and an underlying business (British supermarkets), the rights associated with different financial instruments, the relationship between financial accounting and valuation, and principles governing transactions between unrelated entities. It also involved analyzing information about other activities of the company gathered from disparate sources, analyzing the economic substance of the framework agreement and considering the effect of transactions on various interested parties. Mike prepared three reports to the Isle of Man court and two reports (with a similar scope) to the English court.

Resort hotels, Egypt, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike was instructed on behalf of the claimant as expert witness, prepared three expert reports, and gave oral testimony to the tribunal, on the damages suffered by a branded international hotel operator as a result of the wrong termination of a hotel management agreement. The project involved assessing expectations of future outcomes at the time of the Egyptian protests in early 2011.

Gas turbine power plant, UK, litigation before the High Court, Technology and Construction Court: The defendants sought independent advice on the quantification of the claimants’ alleged loss and damage from alleged breach of warranty as to the state of the generating equipment and the validity of an associated insurance policy in a post-acquisition dispute. Mike was identified in the report to the court as having led the team supporting the testifying expert. The matter settled on the date for service of the expert report.

Offshore oil and gas production, North Africa, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce: Mike, together with another expert, was jointly instructed on behalf of the claimants as expert witness and prepared expert reports on the operation of an accounting mechanism under a concession agreement for petroleum exploration and exploitation. The project involved identifying and explaining to the Tribunal the complex mechanism set out in the contractual documents and investigating how it had in fact been operated by reference to the accounting vouchers and records of the claimants, the contractor and operator under the concession. The matter settled following the service of a report.

Interest on damages, UK, litigation before the Technology and Construction Court: Mike was instructed on behalf of the claimants as expert witness and prepared an expert report on interest on past losses suffered over a six-year period, which included the financial crisis of 2007 to 2009. The project involved understanding the approach taken by courts in previous UK litigation, the circumstances of the claimants, the group of companies of which they were a part and other entities in the same industry and their credit ratings, the relationship between interest on damages and the incidence of taxation on damages, and the principles and practices of borrowing by issuing corporate bonds. The matter settled following the service of Mike’s report.

Offshore oil exploration and production, Kenya, litigation before the UK’s Commercial Court: Mike was instructed as expert witness and prepared three expert reports on the value of the expected cash flows from a project to explore for oil offshore Kenya. The engagement involved quantifying revenues and costs under the terms of a production sharing contract, based in part on the opinions of experts in a number of other disciplines, including geology, geochemistry, reservoir engineering, drilling engineering, development engineering, facilities engineering and forecasting the future price of crude oil. It also involved considering the use in scenario analysis of discrete approximations of probability distributions of recoverable oil volumes, and identifying and applying an appropriate framework for assessing the impact of country specific risks, including political risks, on the project. The matter settled following the service of Mike’s reports.

Pharmaceuticals, transfer pricing, UK, referral to UK’s First Tier Tribunal (Tax): HM Revenue & Customs (HMRC) in the UK sought independent advice on questions about transfer pricing in accordance with UK statutes and the OECD’s Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, principles of corporate finance and project appraisal applicable in the relevant industry, accountancy and the preparation of transfer pricing reports. Mike was identified in reports to the UK's First Tier Tribunal (Tax) as having led the team supporting the testifying expert. The project involved working with specialists in the structure and terms of uncontrolled transactions in the industry, also instructed on behalf of HMRC. The matter settled with the taxpayer agreeing to pay a significant sum to resolve all claims made by HMRC in relation to the issue and, as a result, a joint referral to the tribunal in respect of pricing between the taxpayer's UK operations and one of its overseas operations for the years from the late-1990s was withdrawn.

Inter dealer broking, freight derivatives, UK, litigation before the High Court, Queen’s Bench Division: Expert advice was provided to the defendant about the claimant’s claims for lost past and future profits and the loss of value of continuing goodwill, in the context of a breach of a contract of employment. The project included researching developments in the markets in question.

Mobile telecommunications, lignite-fired power stations, real estate and other investments, Poland, litigation before the UK’s High Court, Chancery Division: Expert advice was provided about the meaning of accounting terms, particularly as used in international accounting and financial reporting standards, and valuation terms and the fair market value of controlling and non-controlling interests in a number of companies held directly or indirectly by a Polish holding company in the context of a dispute about the operation of a contingent payment clause in the trust deed of bonds guaranteed by the company. Mike was the director on the project, with responsibility for the production of expert reports and the co-ordination of the work of other experts in Poland and London. The project involved working with specialist valuers of Polish real estate and meetings of experts conducted through video conferencing and an interpreter.

Heavy industry joint venture, UK, possible litigation: Advice was provided to a potential claimant about the measure of its damages for a claim for the tort of deceit and for claims for breaches of warranty in a post-acquisition dispute, where the acquisition had involved the establishment of a joint venture with a complex legal structure. The project involved interpreting a number of related agreements, understanding UK and international standards for the financial accounting for long-term or construction contracts and evaluating the financial accounting of a number of undertakings. The matter settled before the issue of a claim form.

Media planning and buying, Italy, litigation before the UK’s Commercial Court: Expert advice was provided about the value of the whole of the issued share capital of a company involved in media planning and buying in Italy, and the potential effect on value of an individual’s alleged involvement with the company. Mike was the director on the project, with responsibility for the production of expert reports. The matter settled following the service of the reports.

CRM system for call centre, UK, litigation before the Technology and Construction Court: The claimants sought independent advice on questions of accountancy and the quantification of the claimants’ loss and damage. Mike was identified in the reports to the court as having led the team supporting the testifying expert. The claimants made alternative claims for pre-contractual deceit, negligent misrepresentation or negligent misstatement; for breach of contract; or for breach of warranties related to the defendant's role as systems integrator in respect of a project to develop a customer relationship management (CRM) system. The engagement involved quantifying the claimants’ cost-based damages and the claimants’ lost benefit claims, based on the opinions of IT experts, experts in the churn-related benefits from CRM systems and experts in the effect of CRM systems on the operation of call centres.

Portfolio of emerging market investments, litigation before the UK’s Commercial Court: Mike provided expert advice about the hypothetical value at various dates of a substantial portfolio of emerging market investments based on assumptions about alternative rates of return applied to daily cash flows over a period of many years, for the purposes of the quantification of damages set out in detail in statements of case. The court did not seek expert evidence on the calculations that had been performed. Given the court’s decision on issues of liability, its judgment did not discuss issues of quantification of loss.

Manufacturer of industrial products, Europe, arbitration under the rules of the Arbitration Institute of the Stockholm Chamber of Commerce: Mike was instructed as an expert witness and prepared two expert reports on the value of the business of a global manufacturer of industrial products, headquartered in Europe, in the context of the assessment of damages in a post-acquisition dispute between the vendor and the purchaser. The project involved considering the relationship between accounting information, which was the subject of certain warranties, and the value of the business in the context of a complex sale and purchase agreement. The matter settled following the service of Mike's reports.

Property development joint venture, UK, litigation before the High Court, Chancery Division: Mike was instructed by the English solicitors of parties to a significant property development joint venture to review and comment on the contractual entitlements and obligations of the parties under a complex set of inter-related contractual arrangements related to the development, which involved arrangements involved accounting processes and terms of art. The matter settled before expert evidence was served.

Casino gambling, UK, expert witness in matrimonial matter before the High Court, Family Division: Mike was instructed as expert witness by the English solicitors of a wife in divorce and ancillary relief proceedings. Mike analyzed casino and bank statements recording the casino gambling activities and other payments of the husband, and prepared a report to the court. The matter settled following the service of Mike’s report.

Fund manager, UK, expert determination of value: Provided advice to an owner-manager about the interpretation of an expert valuation clause in the articles of association of a UK company providing investment advice to an offshore fund and pension funds and expert valuation advice was provided about the whole of the issued share capital of the company. Submissions on behalf of the shareholder were made to the valuer appointed under the articles. Mike was the director on the project, with responsibility for the production of the first and reply submissions.

Bank, Central Europe, arbitration under UNCITRAL rules where the appointing authority was the London Court of International Arbitration: Expert advice was provided about the value of various interests in the issued share capital of the bank in the context of a contractual dispute. Mike was the director on the project, with responsibility for the production of the expert report.

Oil company, Africa, duties of a mortgagee in possession: Valuation advice was provided to the holders of the shares of an African upstream oil company, in the context of the duties of the shareholder as a mortgagee in possession. The project involved working closely with specialist upstream oil asset valuers. Mike was the director on the project, responsible for the company valuation issues.

Hotel group, UK, petition under section 459 of the Companies Act 1985: Provided expert advice to the petitioners about the fair value of a minority interest in a UK hotel group, in the context of a petition for a buy out order to relieve alleged unfair prejudice. The project involved working with specialist hotel asset valuers. Mike was the director on the project, responsible for the production of a report used to support a mediation process. The dispute settled on mediation.

Telecommunications company, Africa, international arbitration: Provided expert advice about the fair market value of a minority interest in a telecommunications company in a developing African country under different scenarios. The project involved working closely with specialist economists. Mike was the director on the project, responsible for the production of an expert report.

Optician, UK, commercial dispute pre-expert determination/litigation: Advice was provided about the value of one of two classes of shares in a company owning an optician branch, in the context of a dispute between a former manager and the owner of the brand under which branch trades. Mike performed an independent review of a report prepared by a firm of accountants in the Channel Islands.

Luxury hotel, Europe, determination of value under sale and purchase agreement: Expert advice was provided about the value of an indirect interest in a European luxury hotel, jointly-owned through a complex legal structure, in the context of the terms of a sale and purchase agreement relating to the determination of purchase consideration. The project involved working closely with specialist hotel valuers. Mike was the director on the project.

Luxury hotel resort, Portugal, litigation before the Royal Court of Jersey: Expert advice was provided about the value of a minority interest in a company that owns a luxury hotel resort in Portugal and the value of a minority interest in another company that owns a substantial interest in that company. The project involved working closely with specialist hotel valuers. Mike was a director on the project, with responsibilities for the production of an expert report.

Debt securities, Europe, expert determination of value: Mike was the director responsible for the determination of the value of certain debt securities under the terms of a contractual arrangement.

Provider of public relations services, UK, matrimonial matter before the High Court: Expert advice was provided about the value of a controlling interest in a partnership offering public relations services. Mike was the manager on the project, responsible for the production of an expert report.

Manufacturer and retailer of men’s suits, Russia, litigation before the UK’s High Court: Expert advice was provided about the value of a minority interest in a Russian company in the context of assessing damages in a dispute about a failed investment. Mike was the director on the project.

Patent over measurement technology, UK, France and Germany, inquiries as to damages following infringement of patent rights: Expert advice was provided involving the consideration of lost manufacturing profits and a reasonable royalty. Mike was the director on the project, with responsibilities for the production of expert reports.

Provider of direct marketing services, UK, litigation before the High Court: Expert valuation advice was provided to the acquirer of a company providing direct marketing and document control and fulfilment services, in connection with a post-acquisition dispute. Mike was the manager on the project, responsible for the production of an expert report.

Major fruit producer and transporter, South America, litigation before the UK’s High Court: Expert valuation advice was provided to a minority shareholder in a privately-held major fruit producer and transporter, in connection with a post-acquisition dispute. Mike was the manager on the project, responsible for the production of an expert report and a joint statement between the parties’ valuation experts.

Distributor of consumer electronics, India, expert witness before an arbitral tribunal under the London Court of International Arbitration rules: The relationship between a leading distributor of consumer electronics in India and its supplier broke down. The relationship was the subject of a long-term contract. Mike prepared expert reports and gave testimony as an expert witness, considering issues related to the end of the relationship and the financial impact of the termination of the relationship, for the purposes of damages.

Privately-held family of companies, Middle East, expert determination of inventory and value: A leading family in a Middle Eastern country was performing a major, 12 month-long exercise to prepare an inventory of its wealth and to value each of the family’s assets — comprising of businesses in the country and overseas, commercial and residential real estate, and portfolios of unlisted and listed investments — for the purposes of dividing its wealth between the individual family members. Mike was the manager of the project, which involved deciding as expert the valuation and other disputes between two firms of accountants appointed by members of the family.

Manufacturer of automobile parts, UK, pre-litigation before the High Court: An Italian manufacturer of automobile parts had acquired a UK company. Initial advice was provided to the English solicitor, in connection with the formulation of a potential warranty claim. Mike was the manager responsible for the project.

Investment bank, London branch, expert witness in litigation before the High Court: Mike was instructed by the English solicitors of an investment bank to act as expert witness. Mike evaluated the economic impact on a dealer of his alleged wrongful dismissal by the bank. The matter settled after his expert report was served.

Privately-held family of companies, Middle East: A family in the Middle East was dividing its wealth between the individual family members. Advice was provided about the valuation of the individual businesses and assets and the separation process. Mike was the manager on the project.

Professional football club, England, petition under section 459 of the Companies Act 1985: Expert valuation advice was provided to a group which owns and manages a professional football club in England, in connection with a petition relating to an investment in the club. The work involved considering the economics of professional football clubs in England and the implications for shareholder value. Mike was the manager on the project. The matter went to trial.

Fruit importer, the Netherlands, litigation before the Dutch courts: Expert valuation advice was provided to the American and Dutch legal counsel of the former holding company of a Dutch importer of fruit, in connection with a dispute relating to the disposal of the Dutch company. Mike was the manager on the project, responsible for the production of an expert report.

Food-related intellectual property, Switzerland, arbitration: The Swiss owner of certain intellectual property in respect of the production of a new meat-based snack was in dispute with a Germany company responsible for the exploitation of that intellectual property. The work involved working closely with a team of accountants in Switzerland to provide expert advice including evaluating the future royalties due to the Swiss owner and the preparation of an expert report. Mike was the manager on the project in London.

Nursing homes operator, UK, litigation before the High Court: Expert advice was provided about the value of deferred and ordinary shares in a privately held UK company which owned and operated nursing homes, the shares being held by a former manager of the company. Mike was the manager on the project, responsible for the production of an expert report which was also used to support a mediation process. The dispute settled on mediation.

Re British & Commonwealth Holdings plc, UK, litigation before the High Court: A raft of actions arose from British & Commonwealth’s disastrous acquisition of Atlantic Computers in 1988 and the subsequent collapse of both groups. The dispute, which would have resulted in one of the largest civil trials ever in the UK, involved complex financial, valuation and accounting issues in the context of the computer leasing industry. Central to the claim was the true value of Atlantic Computers, and hence the amount of the loss suffered by British & Commonwealth, an issue complicated by the nature of the industry and the uniqueness of Atlantic’s product. Expert valuation and accounting advice was provided over a number of years. Mike was lead manager in the years leading up to the settlement of the dispute in 1999.

Government bonds, Eastern Bloc country, pre-litigation/arbitration: Expert valuation advice was provided to the Swedish holder of bonds issued by the predecessor of an Eastern Bloc country before the Second World War. When they were issued, the bonds were underpinned by the gold standard. The work involved investigating how that could be taken into account in any claim. Mike was the manager of the project.

Quality shoe manufacturer, UK, litigation in the High Court: Expert financial advice was provided to the solicitors of the UK subsidiary of a French fashion house, in connection with its defense of a claim for loss of profits as a consequence of the alleged breach of a supply agreement. Mike was manager on the engagement. The work involved evaluating in financial terms possible scenarios for the business. The dispute settled after the exchange of expert reports.

Adult education institute, UK, litigation in the High Court: Expert financial advice was provided to the institute in its dispute with a school sharing its facilities, including an evaluation of its business plans and the various courses of action available to it to ensure its financial security. Mike was the manager on the engagement, responsible for the production of an expert report. The matter went to trial.

National ship owning and operating group, South America, UK litigation/arbitration: Expert financial advice was provided to the English solicitors of a South American national ship owning and operating group, in respect of the currency of loss and issues of interest rates in a hyper-inflationary economy. Mike was the manager on the project, responsible for the production of an expert report.

Major shipper of ore, Australia, UK litigation/arbitration: Expert financial advice was provided to the English solicitors of a major Australian producer and shipper of ore, in connection with its defense of a claim for loss of profits as a consequence of the alleged breach of a contract of affreightment. The work involved evaluating the economic impact of the alleged breach. Mike was the manager on the project, responsible for the production of an expert report.

Insurer of a retail cash-back scheme, UK, litigation before the High Court: Expert financial advice was provided to the solicitors of a leading UK insurance company that had insured a retail ‘cash-back’ scheme where the underwriter had become insolvent. The work involved evaluating the value of the contingent ‘cash-back’ liability, which would not actually crystallize for many years. Mike was the manager on the project, responsible for the production of expert reports.

Distributor of cleaning products, UK, litigation before the High Court: Expert financial advice was provided to the solicitors of a UK company, in connection with its defense of a claim for loss of profits as a consequence of the alleged breach of an agreement to distribute environmentally-friendly cleaning products. Mike was the manager on the project, responsible for the production of an expert report.

Claims and disputes – Other advice

Expert determination of financial position, arbitration under the rules of the International Court of Arbitration of the International Chamber of Commerce:A sale and purchase agreement between the parties to the arbitration allowed for a firm of accountants to determine a disputed closing statement. If applicable, the statement was to be used to adjust the amount of purchase consideration. Mike was instructed by the claimant to report as expert witness on the role of the firm in such a process in circumstances where the matters disputed between the parties included questions of law, matters of fact and matters in disciplines other than accountancy. The matter settled before the service of expert reports.

Expert determination of expenses, hotel management, UK: Mike worked together with the arbiter in the determination of amounts in respect of certain expenses in accordance with the terms of a hotel management agreement, which matters were in dispute between the owner of the hotel and its operator. The matter involved drafting appropriate terms of engagement governing the several steps in the determination process; consideration of procedural issues during its conduct; and advising on the form of the arbiter’s determination report, which included his reasons.

Logistics, UK, possible litigation before the High Court: Mike was instructed on behalf of the purchaser to investigate certain entries in the accounting records of, and the accounting for certain matters by, an acquired company in the context of the terms of a sale and purchase agreement.

Privately-held group of commercial and financial companies, Middle East, multi-jurisdictional litigation: Mike was instructed on behalf of a party in a major dispute between family members about the use and alleged misuse of assets of a financially troubled group. The project involved the review of financial information located in Saudi Arabia, and statements prepared by accountants on behalf of the adverse party.

Property development joint venture, account, UK, litigation before the High Court, Chancery Division: Mike was instructed by the solicitors of the claimants to review and comment on a disputed account of the profits of a property development joint venture prepared by the defendants. Mike prepared a witness statement relating to his written report, but was not asked to testify at trial. The court’s judgment did not discuss the subject matter of Mike’s review.

Outcome of an expert determination of balance sheet, business services company, UK: Accounting advice was provided to a UK business services company in connection with a dispute arising from an acquisition from former management. One of the issues in the dispute was the likely outcome of an expert determination of provisions in a closing balance sheet. Mike was the director on the project, responsible for preparing the advice.

Expert determination process, insurance company, UK: Mike provided advice about the expert determination process to an American insurance company bringing a substantial claim under the UK’s expert determination process following its acquisition of a UK insurance company. The claim settled before the determination process was completed.

Expert determination process and submissions, manufacturer of tank seals, UK: Mike provided advice about the process to the company and its American parent, following its acquisition from management. Mike drafted the company’s written submissions to the expert appointed to determine a post-acquisition dispute about operating profits.

Expert accounting advice, distributor of equipment, UK, arbitration before the International Chamber of Commerce in Paris: Expert accounting advice was provided to a distributor of equipment in connection with a dispute arising from the termination of a supply agreement. The work involved evaluating the distributor’s contractual entitlements. Mike was the manager on the project. The matter went to a hearing before a tribunal.

Expert determination, Grand Metropolitan plc and The Brent Walker Group plc, UK: Ray Hinton, then a partner of Arthur Andersen, acted as adjudicator in the dispute arising from the sale of the William Hill chain of bookmakers by Grand Metropolitan to Brent Walker. Mike was one of two lead managers supporting Mr. Hinton throughout his four-year expert determination of a dispute which involved many hundred complex accounting and factual disputes, as well as issues of construction and law.

Accounting advice, telecommunications company, UK: Expert accounting advice was provided to a telecommunications company in connection with the proper interpretation and implementation of its license as it related to the level of charges payable by other operators for interconnection with its network. Those charges were determined by the industry regulator, and were based on the allocation of relevant costs and a allowed return on relevant capital employed. Mike was lead manager on the engagement, which involved scrutiny of the theory and practice of cost accounting in the telecommunications industry.

Subsidiary of Middle-Eastern national oil company, UK, Mareva injunction by the High Court: The wholly-owned UK subsidiary of a national oil company of a Middle-Eastern country was the subject of a Mareva injunction. The injunction was considered and the ownership and operating of bank accounts that had been frozen was reviewed. Mike was the manager on the project, with responsibility for preparing an expert report.

Valuation advice – Tax-related contexts

Direct marketing group, UK: Valuation advice was provided by Mike to an international direct marketing group in the context of a restructuring of the group’s activities in the UK.

Brands in alcoholic drinks industry, Australasia: Valuation advice was provided by Mike to the owner of a portfolio of Australasian brands in the context of the disposal of the brands and the business they supported.

Listed company, UK: Valuation advice was provided by Mike to tax specialists about the possible structure and potential value under various scenarios of certain exotic securities, to be listed in Europe.

Patents held by manufacturer of submarine telecommunications systems, the Netherlands: Advice was provided to the Dutch subsidiary of an international manufacturer of submarine telecommunication systems about the value of certain patents. Mike was the manager on the project.

Manufacturer of parts for aircraft, UK: Advice was provided to the division of a listed UK company on discounted cash flow valuations that had been prepared for the tax authorities to support the values applied to a group reorganization. Mike was the manager on the project.

Automotive parts manufacturer, Italy: Professional services were provided to the UK holding company of an Italian manufacturer of parts for the automotive industry in connection with the discounted cash flow valuation of the shares of the Italian company, for fiscal purposes following a group reorganization. Mike was the senior manager on the engagement.

Valuation advice – Reorganization and insolvency-related contexts

Oilfield services: Independent advice was given on the current value of a business that provided the services of engineers and consultants to the oil and gas industry globally, to lenders to the owner of the business. The work included assessing the effect of a recent sharp reduction in the oil price on historical performance indicators for, and expectations of future performance of, the business and competing businesses; evaluating the relevance of past transactions in the changed circumstances; and researching and analyzing more recent transactions. Mike was responsible for the engagement.

Portfolio of music copyrights, UK: Advice was provided to the owner of a major portfolio of music copyrights, and its bankers, about the value of those copyrights based on discounted cash flow methods. Mike was the manager on the project.

Supplier of computer systems, UK: Expert valuation advice was provided to the liquidator of an insolvent company that provided computer systems. The liquidator was considering whether a group reorganization prior to the liquidation involved transactions at an undervalue. Mike was the manager on the project.

Valuation advice - Financial reporting-related and regulatory contexts

Licence of international brand in film industry: Advice was provided to the purchaser of rights to the use of an international brand in the film industry about the value in use of those rights. Mike was a director on the project.

Customer book of a settlement and custody business, Europe, opinion under section 103(1)(b) of the UK’s Companies Act 1985: Mike was the director on the project, which involved valuing the non-cash consideration for the allotment of shares in a major European stock exchange.

Leading brand in construction industry, UK: Advice was provided to the owner of a leading brand in the UK construction industry about the value of the brand and the basis for establishing a royalty rate for its exploitation. Mike was the director on the project.

Financial institution, Europe: Advice was provided to a group which held a minority interest in a European financial institution, which currently operated as a not-for-profit organization providing services to certain other classes of shareholders. The fair value of the interest was required for the purposes of financial reporting under US GAAP. The work involved considering the rights of different classes of shareholder. Mike was the manager on the project.

Intangible assets of telecommunications group, UK: Advice was provided to a group which had acquired a UK telecommunications company on the value of the intangible assets acquired, for the purposes of financial reporting under UK and US GAAP. Mike was the senior manager on the project.

Valuation advice - Value-based management-related contexts

Leading brands in the print media industry: Advice was provided to the owner of a portfolio of leading brands in the print media industry about the value of the brands as part of the group’s intellectual asset management strategy. Mike was the director on the project.

Owner and operator of ships: Advice was provided to the owners of one of the world’s largest privately-held fleets of vessels about how they could measure the performance of their investments in marine shipping operations over the previous 20 years. Mike was the manager on the project.

Audit and financial due diligence

Audit of financial statements, other accounting documents or accounting systems of limited liability companies or partnerships with the following principal activities:

• international management of bulk carriers and tankers (UK GAAP, UK Companies Act);
• ownership and operation of bulk carriers and tankers (IAS);
• sale and purchase of bunkers (UK GAAP, UK Companies Act);
• manufacture and distribution of stationery and art materials (UK GAAP, UK Companies Act and intra-group reporting to Swedish parent);
• manufacture and sale of ancillary equipment for the plastics processing industry (UK GAAP, UK Companies Act and intra-group reporting to US parent);
• manufacture and sale of industrial robots (UK GAAP, UK Companies Act and intra-group reporting to US parent);
• manufacture and sale of cashless vending systems (UK GAAP, UK Companies Act);
• distribution and sale of electrical components (UK GAAP, UK Companies Act and intra-group reporting to listed US parent)
• packing, distribution and sale of DIY and garden hardware products (UK GAAP, UK Companies Act, listed on UK AIM)
• ownership of commercial and residential properties (IAS)
• development and sale of residential properties (UK GAAP, UK Companies Act);
• operation of an internationally-branded national car and vehicle hire network (UK GAAP, UK Companies Act; statements of revenue of airport concessions)
• provision of private education services (statements of student numbers); and
• insolvency practitioners (controls over cash receipts and payments).
  
  

Financial due diligence, including the preparation of long form reports, in the following proposed transactions:

• sale and purchase of owners and operators of LPG carriers. This included coordinating the work of teams in Antwerp, Luxembourg, Bermuda, Milan and Hong Kong;
• sale and purchase of a number of UK-based employment agencies; and
• sale and purchase of a UK importer of canned foods.

Publications

Mike has presented on subjects connected with valuation issues at conferences and training courses. He is the author of published articles on claims consulting and the estimation of damages.

Mike presented on Valuations in disputes at the 2015 annual conference of the Valuation Group of the Institute of Chartered Accountants in England and Wales.

Mike gave the key note address (jointly with Mark Kantor) at the Swedish Arbitration Association’s Swedish Arbitration Days 2014 on Experts in International Arbitration.

Mike is the co-author of the accountant’s expert report case studies provided for D. Mark Cato’s book The Sanctuary House Case: An Arbitration Workbook, 1996, LLP.