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1 Lisa C. McCurdy (SBN 228755)
Layal L. Bishara (SBN 329154)
2 GREENBERG TRAURIG, LLP
1840 Century Park East, Suite 1900
3 Los Angeles, California 90067-2121
Telephone: (310) 586-7700
4 Facsimile: (310) 586-7800
mccurdyl@gtlaw.com
5 bisharal@gtlaw.com
6 Attorneys for Plaintiff SEAN DUGGAN,
individually and derivatively on behalf of
7 the Duggan Family Limited Partnership
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9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF SONOMA
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SEAN DUGGAN, an individual, on his CASE NO. SCV-268905
12 own behalf and derivatively on behalf of
the Duggan Family Limited Partnership; Assigned for all purposes to Hon. Bradford
13 DeMeo, Dept. 17
Plaintiff,
14 DECLARATION OF JOHN A. TAYLOR IN
v. SUPPORT OF PLAINTIFF’S MOTION FOR
15 TRIAL CONTINUANCE
LYNN DUGGAN, an individual; KELLY
16 MOFFAT, an individual, and DOES 1 through
25, inclusive,
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Defendants,
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-and-
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THE DUGGAN FAMILY LIMITED
20 PARTNERSHIP, a California Limited
Partnership,
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Nominal Defendant.
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DECLARATION OF JOHN A. TAYLOR
ACTIVE 692315451v1
1 DECLARATION OF JOHN A. TAYLOR, ASA, CMC, MAE, MRICS
2 I, John A. Taylor, declare as follows:
3 1. I am a Managing Director in the Financial Valuation and Advisory practice of Houlihan
4 Lokey Financial Advisors, Inc. (“Houlihan Lokey”), which was retained as an expert in the above-
5 captioned matter for Plaintiff Sean Duggan. I have personal knowledge of the facts set forth herein and,
6 if called and sworn as a witness, I could and would testify competently with respect thereto.
7 My Qualifications
8 2. I received a Bachelor of Arts degree in German from the University of Missouri – St. Louis.
9 I have been an Accredited Senior Appraiser (ASA) with the American Society of Appraisers since 1993
10 and, between 2010 and 2014, served as the Chair and Past Chair of the American Society of Appraisers’
11 Appraisal Review & Management Committee. I have been a Certified Management Consultant (CMC)
12 specializing in operations and strategic consulting with the Institute of Management Consultants since
13 2003, and I was elected as a Practising Member to The Academy of Experts (MAE) in 2017. I also have
14 been a Member of the Royal Institution of Chartered Surveyors (MRICS) as a Chartered Business &
15 Intangible Assets Valuation Surveyor since 2017. I have worked on over 600 matters in my more than
16 three decades of financial consulting and investigations, including over a decade at a “Big Four”
17 accounting firm in its financial consulting group, before joining Houlihan Lokey in August 2008. Most
18 recently I was a Managing Director for Kroll Associates, Inc., in Los Angeles. I have never been found
19 to be unqualified to testify as an expert. A copy of my curriculum vitae is attached hereto as Exhibit 1.
20 My Assignment
21 3. I have been retained to testify to and offer opinions regarding, among other things, the
22 proper method for calculating any damages incurred by Plaintiff and the Duggan Family Limited
23 Partnership, including with a pending sale of the Partnership’s real property, which I understand is the
24 Partnership’s main asset.
25 4. I understand that two of the main issues in the litigation are (1) whether Defendants have
26 authority to list the Property for sell (and to consummate a sale) without Plaintiff’s consent; and (2)
27 whether the sale and its terms violate the duties owed to the Partnership by its purported general partners
28 and any resulting damage.
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DECLARATION OF JOHN A. TAYLOR
ACTIVE 692315451v1
1 5. I have been provided with the purchase and sale agreement for the pending transaction, as
2 well as a ninth amendment to the agreement that extends the closing date to January 17, 2024.
3 6. While a property sale transaction remains pending, I cannot prepare my complete damages
4 opinion. Once the transaction is closed (if it does close), with a final closing statement, terms, and related
5 information, it is possible to calculate damages to the Partnership and Plaintiff (on that one issue) by
6 comparing (i) the outcome actually realized, to (ii) the outcome that would have been realized if the
7 purported general partners pursued a different path, such as (a) selling the Property on more favorable
8 terms, including to a purchaser that does not require seller financing, or on more favorable financing terms
9 based on current rates, or (b) continuing to hold the property until, at a minimum, more favorable terms
10 can be realized. I would also need to analyze the manner in which the Partnership accounts for income
11 from the sale and any distribution of proceeds, as well as any financing extended by the seller.
12 7. If the sale transaction does not close, my analysis will include a review of the reasons why
13 the transaction did not close and harm to the Partnership from having placed the Property under contract
14 for the pending terms, but without the transaction closing.
15 8. These issues are only a portion of my assignment, but are an important one. My assignment
16 cannot currently be completed under the current circumstances.
17 WK
I declare under penalty of perjury that the foregoing is true and correct. Executed this
___ day of
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December, 2023, at Los Angeles, California.
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20 ___________________________________
______
_ _______________________
John A.. Taylor
hnn A Taylor, CMC,
orr, ASA, C MC, MAE,
MA MRICS
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DECLARATION OF JOHN A. TAYLOR
ACTIVE 692315451v1
EXHIBIT 1
QUALIFICATIONS OF JOHN A. TAYLOR, ASA, CMC, MAE, MRICS
John A. Taylor has more than three decades of appraisal, valuation and
consulting experience. Mr. Taylor is a Managing Director in the Financial Valuation
and Advisory practice of Houlihan Lokey Financial Advisors, Inc. (“Houlihan
Lokey”), located at 10250 Constellation Boulevard, Los Angeles, California, 90067.
In this role, he has experience specializing in complex valuation and consulting
analyses requiring a multidisciplinary approach. His expertise includes the
valuation of business entities and their equity instruments, intellectual property and
intangible assets, vacant and improved property, common and preferred stock of
closely held businesses, business damages and lost profits analyses, strategic
alternatives analyses, and the preparation of fairness and solvency opinions. He
also has a seat on the firm’s Technical Standards Committee, serves as the global
head of the firm’s Dispute Resolution Consulting and Financial Expert Opinions
practice, is a member of the firm’s Financial and Valuation Advisory business
Executive Committee, and sits on the firm’s Management Committee.
Mr. Taylor works with both domestic and international public and private
companies across many industries for financial reporting, mergers and
acquisitions, litigation consulting and dispute resolution, management and
strategic planning, and tax compliance and planning purposes. His investigative
casework also consists of preparing fairness opinions and providing analyses and
expert testimony in cases relating to valuation, solvency, fairness, and economic
damages and serving as a jointly appointed financial/valuation expert.
Mr. Taylor received a Bachelor of Arts degree in German from the University
of Missouri – St. Louis. He has been an Accredited Senior Appraiser (ASA) with
the American Society of Appraisers since 1993, and has served as Chair as well
as Past Chair of the American Society of Appraisers’ Appraisal Review &
Management Committee. Mr. Taylor has been a Certified Management Consultant
(CMC) with the Institute of Management Consultants since 2003, and was elected
as a Practising Member to The Academy of Experts in 2017. He was also extended
membership in the Royal Institution of Chartered Surveyors as a Chartered
Business & Intangible Assets Valuation Surveyor in 2017.
Taylor, John (CV)
EXHIBIT 1
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A. Experience
Mr. Taylor has worked on over 600 matters in his more than three decades
of financial consulting and investigations, including over a decade at a “Big Four”
accounting firm in their financial consulting group before joining Houlihan Lokey in
August 2008. Most recently he was the managing director for Kroll Associates, Inc.
in Los Angeles. Engagements on which he has worked include the following:
▪ Breach of Contract, Fiduciary Duty, and Tortious Interference Claims -
Telecommunications. Prepared analyses and submitted opinions from both
affirmative and rebuttal perspectives related to the alleged interference of a
marketplace competitor on a pending transaction and related claims involving an
in-place contract. Analyses included an estimate of declining bid price resulting
from overall market conditions, transaction closing rates between strategic and
financial buyers, overall transaction cancellation rates, the impact of the
unavailability of audited financial statements on the sales process related to
proposed transaction, when a definitive agreement was probable based on the
due diligence timeline, whether the defendant caused a delay in the timeline and
other factors associated with the transaction which might have been of concern
to bidders and whether such might have an impact on the consideration offered.
▪ Breach of Contract – Maritime Industry. Retained to serve as testifying expert
before the High Court of London and provide an estimate of the quantum of
economic loss related to a dispute raised between the parties in relation to the
performance of respondent’s obligations under a private written agreement.
Conducted analyses and rendered expert report and opinions as to fair market
value of a significant block of unregistered shares in a publicly traded shipping
company, and the impact in a delay of delivery of said block as part of an earlier
settlement agreement to an Asian investor. Analyses included developing
analytical frameworks modelling scenarios under which the intended recipient
would likely liquidate its position whilst seeking to potentially mitigate economic
loss including multi-phased dribble-out and private placement methodologies.
▪ Valuation for Joint Venture Dissolution - Semiconductor. Consulted with a
fully integrated Japanese electronics conglomerate as regards a U.S. joint
venture representing a capital investment of US$2.5B related to 64 megabit
dynamic random access memory (DRAM) chips at the most advanced
semiconductor manufacturing fab in the U.S. Project had high visibility with all
involved parties, including financial advisors, accountants and the opposing
venture partner as well as respective legal counsel. Key areas of focus included
then-current and projected economic aspects of the formed business venture,
anticipated erosion of a technological advantage the venture had developed in
their industry, economic incentives offered to the venture and potential impact
dissolution of the venture posed to those future benefits, and certain supply
agreements and their potential transferability.
Taylor, John (CV)
EXHIBIT 1
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▪ Economic Damages Analysis – Credit Card Processor. Retained as
testifying expert to assess economic loss in Customer Relationships as a result
of security breach at a card processing company. Considerable benchmarking
studies were conducted to: analyze historical security breach incidents (both
those fraudulent and negligent) and ascertain the impact on revenues, profit
margins, and business value; develop supportable customer lifing data for the
payment card processing industry; and develop other financial and operational
metrics. These data were incorporated into an excess earnings model for both
the existent and “but for” scenarios.
▪ Breach of Contract Claim - Pharmaceutical. Assisted counsel as consultant
in evaluating strategies related to causation in a breach of contract dispute
between Japanese and U.S. pharmaceutical multinationals related to a joint
venture and development agreement. Specific analyses included leakage
studies of the two publicly traded companies and their previous acquisitions,
minority discounts and control premia studies, and marketability and illiquidity
analyses.
▪ Product Costing Methodology – Power Storage Devices. Assisted a US-
based high technology multinational in evaluating current product costing model
at the request of the private equity investor. This pre-revenue company had just
completed substantial R&D activities in U.S. and Europe and was, for the first
time, moving into commercial production in Ireland as well as licensing of new,
proprietary technology. Areas of focus included sales and marketing activities,
supply chain, financial processes, and manufacturing processes. Key to the
client was having a product-costing model which would provide significant
insights and facilitate profitable product pricing.
▪ Transaction Consulting and Strategic Analyses – Transportation. Acted as
financial advisor in a private transaction concerning a Japanese company’s
acquisition of heavy freight hauler. Assisted buyer in review of company
prepared materials, industry and transaction research to establish initial offer
pricing and earn-outs thresholds, developed dynamic financial model with key
value-driver variables, highly discrete fixed and variable expense assumptions,
and assisted in development of letter of intent and key negotiations. Additionally
assisted buyer in estimating favorable impact of synergies improved financial
leverage and additional throughput could bring based upon buyer’s established
banking and client relationships.
▪ Fairness Opinion – Dental Products. Provided fairness opinion for a privately
held dental products company’s acquisition by a publicly traded pharmaceutical
concern. Key issues dealt with impact of enhanced customer relationship
management and potential synergistic vendor agreement efficiencies, plus
several premier product suites developed by the target. Subsequent to
acquisition, continued consultation with allocation of acquired assets, including
inventory, various trade name and proprietary know-how suites, covenants not
to compete, customer lists and relationships, fixed assets, and assembled
workforce.
Taylor, John (CV)
EXHIBIT 1
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▪ Real Estate Partnership Interests – Commercial and Industrial Property
Portfolio. Assisted U.S. subsidiary of this significant Japanese development
house relative to the acquisition of partnership interests held by third party
investor in shopping centers, multi-family residential, warehouse/light industrial,
office, and hotel/resort properties; key impact focused upon current stressed
position of real estate, and included various aspects of feasibility and
developmental modeling.
▪ Breach of Contract and Tortious Interference Claim – Private Placement.
Retained by counsel as expert witness against a claim of tortious interference
and breach of contract as regards a failed Private Placement Offering (PPO).
Plaintiff alleged counsel’s client had caused the failure of the PPO by causing
the removal of a personal guarantee disclosed in the PPO memorandum. Our
analysis and report supportably demonstrated the lack of subscribers to the PPO
was more likely due to the inadequate return offered to investors by the PPO
compared to market alternatives.
▪ Valuation – Vertically Integrated Quick Service Restaurant Company.
Provided analyses and conclusions relative to the current fair market values of
various ownership interests in a franchise operation which consisted of 29
restaurants, a food service division, and multiple real estate partnerships for its
offshore owner relative to key management decisions and Japanese National
Tax Authority review.
▪ Post-Acquisition Integration and Business Assessment – Manufacturing.
Assisted a U.S. manufacturing multinational in assessing a newly acquired
Japanese subsidiary’s ability in the fluid power industry to conduct activities in a
manner typical of sophisticated global organizations. Analyzed business model,
human resources and recruiting, customer activity, finance functions, select
manufacturing processes, order fulfillment cycle, product profitability, patent
program, and indirect cost structures.
▪ Appraisal Review and Valuation of Various Equity Interests – Professional
Services Firm. Retained by counsel to review appraisal report of a financial
services company for tax planning purposes prepared by national firm. Review
noted numerous deficiencies, and concluded the result of the conclusions
reached by the appraisers to be a non-reliable indicator of value. Developed
discrete estimates of fair market value of both business enterprise, and a
minority interest in the business and provided both deposition and testimony
during arbitration proceedings.
▪ Impairment Analysis – Cancer Detection Know-how in Pre-Revenue Stage.
Analyzed a cancer detection know-how under a prolonged development cycle to
evaluate possible impairment of the carrying value of the intangible asset on the
financial statement. Key issues surrounded whether the know-how had the
potential to clear its clinical trials, the additional funds required to complete the
trial and testing process, and the potential cost benefit the know-how, if
productized, would provide. Various scenarios were developed to consider
possible trial outcomes, additional investment in trials and testing, as well as
shutdown costs.
Taylor, John (CV)
EXHIBIT 1
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▪ Options Valuation and Reintegration Consulting – Chipmaker. Advised the
U.S. subsidiary of a Japanese electronics conglomerate on employee issues
related to reintegrating a formerly independent subsidiary back under the U.S.
Corporation’s ownership. Company in question was a custom and special
application fabless chip company with primary focus on emerging technology
platforms and hardware needs directed at the mid-high-end range customer
offering a “total solution” by teaming with other partners for design and custom
chip wins. Aspects included valuation of employee stock options using Black-
Scholes option pricing model, business practices and human resource models,
corporate communications, and related risk mitigation.
▪ Board Consultation on Fairness Opinion – Grower. Retained to consult to a
privately held company’s board of directors relative to fairness opinion received
by preeminent fairness opinion firm. Analyses indicated the issued fairness
opinion’s underlying analyses and assumptions in the cash flow methodology
were materially flawed given substantial, underutilized and non-operational
assets were not adequately reflected in firm’s fairness opinion analysis, as well
as substantial deficiencies were found in the issuing firm’s fixed and variable
expense analyses which resultantly stated deal as fair yet underestimated value
by nearly 60%.
▪ Valuation of Potential Litigation Proceeds – Financial Services. Conducted
analyses and provided opinion of value for a promissory note issued by the
Indonesian government involved in litigation for transaction planning purposes.
Key aspects of analyses focused upon understanding legal process, probable
outcomes and interdependencies, as well as establishing an appropriate
investment return profile for the underlying promissory note due to a Japanese
automaker finance unit. Used modified real option pricing model and developed
various sensitivities as part of the analysis of this contingent asset.
▪ Financing Market Assessment – Entertainment Industry. Retained as
testifying expert and conducted assessment of prevailing market financing
conditions for the 2007 to 2009 timeframe in a breach of contract claim related
to an uncompleted transaction involving trademarked character assets. Scope
of work included assessment as to whether defendant could have obtained
commercially reasonable financing during that same timeframe for the
transaction in question, market financing rates for the assets under
consideration, and an assessment of defendant’s efforts to obtain commercially
reasonable financing relative to that specific transaction.
▪ Analyses and Transaction Consulting – Real Estate Investment Fund.
Assisted U.S financial investor in analyzing the value of various limited and
general partnership interests in their real estate portfolio, including a regional
shopping center, apartment complexes and mid-rise office towers located
throughout the Southwestern U.S., as well as brokerage business, private wealth
management and trading subsidiaries. Also assisted investor in preparing
market information and informational memoranda as well as facilitating
discussions with potential acquirers for their various investments.
Taylor, John (CV)
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▪ Valuation of a Member Interest – Medical Services. Retained by counsel to
conduct analyses and provide an opinion of the fair market value of a minority
interest in a group of refractive eye surgery centers related to a call provision.
Also provided insight and advisory associated with the potential diminution of
value associated with the loss of use of the existing tradename and increased
competition related to the termination of a non-compete agreement impacted by
triggering of the call provision.
▪ Valuation of Consulting Technology – Proprietary Algorithms. Retained as
expert in a litigation matter under arbitration; the subject of declaration was the
value of certain proprietary technologies developed by the company as they
related to trading algorithms. In addition, advised counsel in deposition of key
factual witnesses as well as experts for opposing counsel and advised in related
case strategy.
▪ Valuation of Carried Interests – Private Equity. Retained as expert in a family
law matter. Analyses focused on a significant marital estate in dissolution,
including one spouse’s sizable ownership interest in a private equity company
containing investments in both publicly traded and privately held companies,
public and private debt, and significant carried interests in the portfolio.
▪ Valuation of Intangible Assets and Real Estate in Kyoto, Japan – Heavy
Manufacturing. Valued key intangible assets and intellectual property acquired
upon the buyout of a JV partner’s interest. Also provided insight and advisory on
various real estate aspects of the surrounding market, and developed estimates
of market value for the fee simple and leasehold interests in the underlying real
property components located in Kyoto, Japan.
▪ Hi-level Market Entry Strategy – Retail. Provided observations and
recommendations on key value drivers concerning a market entry strategy into
U.S. retail and e-Tail markets for a Japanese entertainment company.
Recommendations included: revising overly optimistic assumptions in marketing
plan, reconsidering speculative estimates on sales growth and retail pricing,
current saturation of U.S. market, and significant underestimation of opening and
store maintaining costs in management’s analysis.
▪ Valuation of Equity and Debt for Lender Negotiations – Pharmaceutical.
Retained by counsel to develop information to be used by borrower, a publicly
traded pharmaceutical company, in negotiations with its lender for relief from
certain debt covenants and principal. Assisted management in analyzing
prospective income and expense levels, understanding range of values under
orderly and forced liquidation scenarios, and developed enterprise value under
a going concern scenario. Analyses expanded at request of auditors to analyze
intangibles and goodwill for financial reporting purposes under a “trigger event.”
▪ Buyside Transaction Consulting – Consumer Products. Assisted a
Japanese conglomerate in their deal analyses related to the possible acquisition
of a U.S.-based ethnic-focused packaged meal company. Analyses included
market penetration analyses and strategies, price/supply/demand analyses and
scenario modeling, branding considerations, and supply agreement aspects, as
well as valuation of property, plant, and equipment.
Taylor, John (CV)
EXHIBIT 1
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▪ Damages Analysis Under Texas Rule of Evidence 408 – Wholesale
Distribution. Retained by plaintiff in a pre-complaint matter related to
unauthorized computer access, and assisted in-house and retained counsel in
case development and strategy for mediation settlement discussions. Oversaw
computer forensic activities and fact-finding interviews, as well as directed
primary and secondary research into the companion and food animal health
industry to address potential economic impact and damages to plaintiff as a
result of the theft, on localized bases in select markets as well as on a company-
wide basis. Conducted damages analyses via lost profits method, prepared
report of findings, and presented at settlement conference.
▪ Capital Raising and Investor Targeting Strategy – Commercial Real Estate.
Researched, analyzed, and provided observations and recommendations on key
value drivers concerning a sizable investment in Fukuoka, Japan.
Recommendations covered facets of organization including board
representation, owner’s group “preferred” real estate strategy, potential-investor
profiling, system requirements and infrastructure needs, and property
management concept-visioning. Engagement coordinated with owner’s
advisory group.
▪ Breach of Contract Claim – Consumer Products. Assisted counsel as
consultant in matter related to economic damages brought about by defendant’s
failure to fund operations per terms of contract for an emerging adult beverage
company in a new industry category. Salient issues dealt with the adverse
impact the funding had on the roll-out of the product as the concept was just
gaining popularity and resulting loss of market share, as well as the impression
of the product, initially bleeding edge, being seen as a copycat by consumers.
▪ Securities Fraud Claim – Investment Advisory. Retained by defense counsel
as testifying expert in a matter of alleged fraud by a registered investment
advisor in a matter initiated by the U.S. Securities and Exchange Commission.
Scope analyses and testimony included evaluating then-prevailing and evolving
standards for estimating fair value of investments and debt in privately held
companies, disclosures made by the investment advisor to a publicly traded
business development company (BDC), fiduciary obligations of BDC’s board of
directors in evaluating investment advisor’s presentations, and adequacy of
board materials developed by the investment advisor during the period of his
providing services to the BDC.
▪ Goodwill Impairment Analyses for Global Operations – Pharmaceutical/
Nutraceutical Company. Annually assisted a publicly traded pharmaceutical
and nutraceutical manufacturer in analyzing its global reporting units and
corporate activities to evaluate possible impairment to goodwill under financial
reporting guidelines, including multiple product lines in a variety of patent and
FDA approval stages. Impairment indications at a number of this entity’s
reporting units required discrete analyses be performed on over 50 assets,
ranging from technical know-how for producing certain unique chemical
preparations to trademarks, patented technology, over-the-counter preparations
in clinical trials, and off-patent products with anticipated generic competition.
Taylor, John (CV)
EXHIBIT 1
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▪ Breach of Contract and Tortious Interference Claims – Video Gaming.
Prepared analyses and submitted opinions from a rebuttal perspective related to
an alleged breach of a distribution agreement and related claims involving an in-
place contract between parties in the video gaming industry. Analyses included
reviewing the opposing expert’s opinions (resulting in the initial expert’s opinions
and report being dismissed as unreliable), and rebutting subsequent lay witness
opinions as to value related to the alleged breach. Key elements included the
lifecycle of a typical transaction, related transaction processes, changes in
industry performance and value over an elongated time horizon, and
appropriateness of various valuation methods.
▪ Valuation of Potential Litigation Proceeds – Oil and Gas. Retained by
counsel to develop and render an opinion as to the potential value of pending
litigation. Counsel’s client was an oil and gas company in acquisition talks with
a publicly traded company and needed an estimate of value for the contingent
asset created by a filed lawsuit to advise the special committee with regard to a
fairness opinion issued by a bulge bracket firm (who had been unable to address
the value of the contingent asset in their fairness opinion), which was ultimately
reviewed and accepted by the Delaware Chancery Court.
▪ Breach of Contract Claim – Financial Consulting and Investment Advisor
Services. Retained as testifying expert to address appropriate, market-based
compensation for various financial services rendered primarily by two Harvard
MBA’s to an investment group over a multi-year period with respect to an
investment in a special circumstances acquisition in the aerospace industry.
Analyses included categorization of services rendered, benchmarking to
alternative service providers, earning alternatives for the plaintiffs for the
timeframe under study, and the appropriateness of a carried interest as part of
the compensation package.
▪ Valuation and Strategic Analyses – Retail Center. Assisted Japanese
investor in analyzing the value of various limited partnership interests in a
shopping mall located in Las Vegas, Nevada, including adjacent undeveloped
land held for future development. Client was regulated by actions and decisions
of GP and felt GP decisions were negatively impacting shareholder value.
Analyses included market segmentation and need assessments, competitive
market offerings, value of LP investment interest, and potential buyers for their
LP interest. Uncovered numerous activities which would enhance shareholder
value, primarily centered on development strategy and property management
relationships.
▪ Breach of Fiduciary Claim – Financial Services. Retained by counsel as
expert against to address a breach of fiduciary duty claim by beneficiaries in the
management and investment of trust assets under Texas’ “prudent investor
rule.” Plaintiff alleged counsel’s client had used inappropriate trust asset
diversification which caused diminished returns of said assets. The analysis and
report demonstrated trust assets were invested in a manner consistent with
communicated investment objectives, and such objectives were not inconsistent
with other institutions’ recommendations under similar investment objectives for
the timeperiod under observation.
Taylor, John (CV)
EXHIBIT 1
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▪ Class Action Breach of Fiduciary Duty Claim – Medical Device Company.
Assisted counsel in preparing a testifying expert in a case against a company’s
board of directors alleging the company, a manufacturer of ambulatory drug
delivery systems, was sold at an inadequate price and via an unfair sales
process. Key areas of rebuttal consultation included addressing the underlying
analyses performed by the sell-side financial advisors, company projected and
industry growth rates, discount rate development concept and application, and
various technical and fundamental errors in the opposing expert’s analyses and
calculations, in addition to apparent relevant professional standards violations.
▪ Business Damages Analysis – Investment Banking. Retained as expert
consultant to estimate damages resulting from plaintiff’s claim in a breach of
contract dispute. Key issues in the underlying analysis centered around trading
restrictions placed on publicly held securities in a European-listed investment
banking company received as compensation and the impact to value of said
securities in a declining market, including plaintiff’s obligation to mitigate
damages and foreign exchange risk.
▪ Valuation of Minority Interest – Flexible Circuit Manufacturer. Led project
team to evaluate acquisition offer of a U.S. technology company made by
potentially hostile shareholder (sister company shareholder) in Singapore.
Company in question was one of the largest US based flex circuit manufacturers.
Initial scope of work was to focus upon value of common shareholders’ equity,
and quality of service quickly expanded project into subsequent phases to
consider synergies and potential value impacts of various defensive strategies.
▪ Fraudulent Conveyance Claim – Franchise Industry. Conducted analyses
and advised counsel on various strategic and tactical aspects of case formulation
as well as testifying expert selection and management with respect to a
fraudulent conveyance claim as part of a leveraged buy-out. Areas of focus
included historical and projected performance, industry benchmarking,
precedent transaction analytics, control premia, and an analysis of offers
received from prospective acquirers.
▪ Valuation for Acquisition and Public Disclosure Purposes – Medical
Products. Assisted financial buyer in the acquisition of a Swedish publicly
traded company in analyzing the potential investment. Due diligence and
management interviews included both U.S. and Swedish client personnel.
Efforts included simultaneous disclosures to the U.S. Securities and Exchange
Commission as well as the Swedish equivalent.
▪ Excessive Executive Compensation and Donor Disenfranchisement Claim
– Religious 501(c)(3). Retained by counsel as testifying expert to deliver both
affirmative and rebuttal opinions in a matter of breach of fiduciary duty and unjust
enrichment alleged to have been perpetrated by several leaders of a faith-based
non-profit organization. Analyses included extensive benchmarking by NTEE
code of faith-based and other non-profit organizations’ donation receipts and
fundraising expense trends, as well as compensation for senior level officials in
both for-profit and not-for-profit (faith-based and non-faith based) organizations.
Taylor, John (CV)
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▪ Breach of Contract Claim – Franchise Industry. Assisted counsel as
consultant in matter related new dining concept franchisee’s claim franchisor did
not meet marketing targets and provide promised support to this franchisee,
which subsequently was unable to expand within the framework under the
master franchise agreement. Salient issues dealt with estimating economic
impact of diminished marketing, operational, and technology support to the
franchisee.
▪ Jointly Retained Consultant in Shareholder Dispute – Consumer Products.
Retained by neutral counsel in dispute arising from existing shareholder’s
proposed acquisition of a minority interest; said acquisition would give the
acquirer a greater than 50% interest in the subject company. Salient issues
addressed were assessing impact of major defections in company’s existing
salesforce, possible actions taken by competing firms to exploit company’s
momentary weakness were the matter to not be resolved amicably among
shareholder groups, possible impact to significant existent dividend policy of
company post-transaction, and what, if any, value diminution the transaction
would have upon the non-controlling shareholder’s equity interest were the
transaction to occur from illiquidity and marketability perspectives.
▪ Business Consolidation Strategy and Capital Raising – Entertainment
Industry. Provided financial and operational consultation as regards a proposed
combination of five boutique entertainment companies into a single, newly
formed entity. Key issues dealt with differing business models and relative key
value drivers, potential for union strike action and impact to discrete and overall
cash flows, caliber of signed talent as well as entertainment libraries, and current
investor attitudes (specifically from non-U.S. sources) towards a potential private
placement for a minority, non-controlling interest in the new entity. Due to client’s
timetable, analyses were completed within a two-week timeframe to facilitate
negotiations with the prospective investor, a Canadian pension fund.
▪ Real Estate Partnership Interests – Los Angeles Commercial Portfolio.
Consulted a major Japanese developer relative to its partnership interests in
several California properties (including office, shopping center, and hotel resort
assets) in conjunction with forward tax planning and potential sale of these
interests to the corporate parent.
▪ State of Industry and Perceived Impact of Proposed Merger. Retained by
defendant’s counsel as consulting expert with respect to a claim before the
Delaware Chancery Court in response to a MAC (Material Adverse Change)
claim. Expert was chosen for deep industry expertise, and requested to give
opinion and testimony related to: (i) the state of the industry at the time two global
chemical giants entered into a merger agreement, (ii) the current (at time of
report preparation, some 9 months later) state of the chemical industry, and (iii)
the impact of the general economic and chemical industry downtown on the
emerging business entity were the merger to be consummated. One corporation
was a more commodity-centric, North American and European-focused entity,
whilst the other was more focused on the specialty chemicals business with a
relatively globalized sales base.
Taylor, John (CV)
EXHIBIT 1
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▪ Ability-to-Pay Analysis and Retrospective Business Valuations – Online
Gaming. Retained by defendant's counsel to present an ability-to-pay analysis
and different valuations of segment revenue streams to the U.S. Department of
Justice in relation to a high profile $1.5 billion civil lawsuit in the online gaming
space. Analyses were the basis for negotiations which resulted in a settlement
of less than $350M, which allowed the client’s business to continue as a going
concern. Deliverables for settlement discussions included a detailed executive
summary styled narrative accompanied by exhibits containing a comprehensive
financial model which reflected global trends in online gaming by geography, as
well as anticipated impacts of known legislation in those geographies.
▪ Expert Witness in Breach of Contract Claim – Real Estate Investment Trust.
Retained by counsel on behalf of respondent in a case concerning whether the
methodology used by the board of a privately held retail center REIT to update
their net asset value (“NAV”) on a quarterly basis was a methodology which
would have reflected the actual value of the REIT as of a specific date during a
period of economic turmoil. Analyses included the review of contemporaneous
appraisals, conducting a trend analysis using data from published sources in
relevant submarkets combined with operating company data and a
benchmarking analysis which tracked the movement of NAV for a peer group of
publicly traded REITs over the same timehorizon.
▪ Business Damages Analysis – Gaming. Retained to serve as testifying expert
to assess damages incurred by plaintiff in the breach of a joint development and
marketing agreement for an emerging technology in a highly regulated industry
related to POS and loyalty programs; the company was at a pre-revenue stage.
Analyses included substantial product and industry research and analyses, new
technology adoption curve analyses and development, development of market
penetration metrics and significant cash flow modeling based upon anticipated
market dynamics. Successfully demonstrated to arbitration panel any damages
claim would have been too speculative based upon development stage of
technology.
▪ Valuation of Debtor’s Business Enterprise under Chapter 11 Proceedings
– Food Processing. Retained by counsel on behalf of debtor under
reorganization proceedings to develop an opinion of the fair market value of the
business enterprise and provide expert testimony in the proceedings. Key
issues involved debtor’s analysis of causal factors and emergence from
bankruptcy, and how the reorganized enterprise’s marketing and operational
plans compared to the competitive landscape.
▪ Real Estate Consulting – Conference Center. Analyzed the value of an equity
interest in an executive conference center as well as an assessment of the
current management company for the property. Analysis considered restrictions
on future development due to endangered wildlife, impact of planned expansion
on current and future operations, and primary research of alternate providers of
similar management services and relative cost / benefit. Based upon our
findings, owner renegotiated the contract with the existing company, providing
substantial equity enhancement to shareholders.
Taylor, John (CV)
EXHIBIT 1
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Page 12
▪ Expert Consultant – Oil and Gas Exploration. Retained by counsel to assist
in developing strategies to evaluate whether a development stage independent
energy company engaged in the exploration, development and production of oil
and natural gas was solvent as of a key transaction date, assisting in the
screening of potential expert witnesses, and case strategy development in
addition to preparation in advance deposition and testimony.
▪ Valuation of Minority Interest – Bottled Water. Retained by one of two
existing significant shareholders interested in acquiring a five percent
shareholder’s equity position in a privately held spring water company with
numerous locations throughout the U.S. Unique considerations were the in-
place management agreements for operational aspects with one major
shareholder’s related business entities, the license-free use of an established
consumer brand and trademark contributed by the other significant shareholder,
and the need to independently develop projected cash flows as the operator did
not develop annual, or extended, projections.
▪ Business Damages Analysis – Physician Management Practice. Retained
as testifying expert to assess lost profits and unjust enrichment under breach of
contract and tortious interference claims resulting from competition subsequent
to assets being sold as part of a bankruptcy proceeding. Contracts were with
county hospital district for emergency, OBGYN, and pediatrics physicians’
services with annual renewal clauses. Analyses included historical financial
performance analysis for both acquirer and covenantee enterprises, renewal
assessment and effective contract life estimation, and development of
projections of lost profits and unjust enrichment, in addition to rebuttal of
opposing expert’s workproduct and opinions.
▪ Expert Witness in Breach of Fiduciary Duties Claim – Medical Devices.
Retained by counsel on behalf of respondent in a case concerning claimant’s
alleged loss of the option to receive restricted shares in a publicly traded
company and the potential impact of the value of their limited partnership interest
in a medical device research and development company which had been sold
along with a larger business unit. Scope of work included reviewing claimant’s
workproduct, assessing the scope of work performed by the plaintiff and
expressing opinions to the arbitration panel with respect to deficiencies in
application of damages theory, inconsistencies relative to accepted valuation
practice and related professional ethics and the resulting impact on the
claimant’s damages opinions.
▪ Expert Consultant in Breach of Contract Claim – Entertainment. Retained
by counsel on behalf of defendant in a case concerning whether plaintiff was
entitled to finder’s fees or a portion of deal price as a “fundless sponsor” to a
transaction of an adult-themed internet business. Scope of work included review
of plaintiff’s as well as defendant’s workproduct, assisting in development of
deposition outline and materials, and identifying problem areas in defendant’s
experts’ analyses related to financing rates for debt and equity, fair market value
of the acquired entity at the time of the transaction, and an assessment of the
scope of work performed by the plaintiff.
Taylor, John (CV)
EXHIBIT 1
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▪ Jointly Retained Expert Consultant in Ability-to-Pay Claim – Marine
Terminal Bulk Storage. Retained by counsel on behalf of its private equity
client, a 50 percent owner in a previously closely held family business. At issue
was the ability of the company to pay dividends with respect to the Delaware
Surplus standard. Analyses included industry research, trend analysis, and
development of proforma financial information under various distribution payout
scenarios as part of a private, negotiated settlement.
▪ Transaction Consulting Services to Buyer and Seller –
Entertainment/Tourism. Jointly retained by both buyer and seller in a proposed
entertainment/tourism merger in Las Vegas. Key aspects of project included:
extensive research into tourism trends both locationally and by spending
segments, industry research concerning expense ratios (as well as fixed and
variable expense components), development of projected operations based
upon tourism trends and each respective company’s operating results (over 15
entities analyzed both individually and on an aggregated basis), analyses of
upcoming state tax legislation and potential impact to the businesses’ respective
operating margins, and working with buyer and seller to develop consensus on
projection assumptions.
▪ Plan Confirmation Testimony in Chapter 11 Proceedings – Homebuilder.
Retained by counsel on behalf of the bank group as testifying expert with regard
to a regional homebuilder. Opinions included a comparative analysis of the
debtor’s and bank
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1 Lisa C. McCurdy (SBN 228755) Layal L. Bishara (SBN 329154) 2 GREENBERG TRAURIG, LLP 1840 Century Park East, Suite 1900 3 Los Angeles, California 90067-2121 Telephone: (310) 586-7700 4 Facsimile: (310) 586-7800 mccurdyl@gtlaw.com 5 bisharal@gtlaw.com 6 Attorneys for Plaintiff SEAN DUGGAN, individually and derivatively on behalf of 7 the Duggan Family Limited Partnership 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF SONOMA 11 SEAN DUGGAN, an individual, on his CASE NO. SCV-268905 12 own behalf and derivatively on behalf of the Duggan Family Limited Partnership; Assigned for all purposes to Hon. Bradford 13 DeMeo, Dept. 17 Plaintiff, 14 DECLARATION OF JOHN A. TAYLOR IN v. SUPPORT OF PLAINTIFF’S MOTION FOR 15 TRIAL CONTINUANCE LYNN DUGGAN, an individual; KELLY 16 MOFFAT, an individual, and DOES 1 through 25, inclusive, 17 Defendants, 18 -and- 19 THE DUGGAN FAMILY LIMITED 20 PARTNERSHIP, a California Limited Partnership, 21 Nominal Defendant. 22 23 24 25 26 27 28 DECLARATION OF JOHN A. TAYLOR ACTIVE 692315451v1 1 DECLARATION OF JOHN A. TAYLOR, ASA, CMC, MAE, MRICS 2 I, John A. Taylor, declare as follows: 3 1. I am a Managing Director in the Financial Valuation and Advisory practice of Houlihan 4 Lokey Financial Advisors, Inc. (“Houlihan Lokey”), which was retained as an expert in the above- 5 captioned matter for Plaintiff Sean Duggan. I have personal knowledge of the facts set forth herein and, 6 if called and sworn as a witness, I could and would testify competently with respect thereto. 7 My Qualifications 8 2. I received a Bachelor of Arts degree in German from the University of Missouri – St. Louis. 9 I have been an Accredited Senior Appraiser (ASA) with the American Society of Appraisers since 1993 10 and, between 2010 and 2014, served as the Chair and Past Chair of the American Society of Appraisers’ 11 Appraisal Review & Management Committee. I have been a Certified Management Consultant (CMC) 12 specializing in operations and strategic consulting with the Institute of Management Consultants since 13 2003, and I was elected as a Practising Member to The Academy of Experts (MAE) in 2017. I also have 14 been a Member of the Royal Institution of Chartered Surveyors (MRICS) as a Chartered Business & 15 Intangible Assets Valuation Surveyor since 2017. I have worked on over 600 matters in my more than 16 three decades of financial consulting and investigations, including over a decade at a “Big Four” 17 accounting firm in its financial consulting group, before joining Houlihan Lokey in August 2008. Most 18 recently I was a Managing Director for Kroll Associates, Inc., in Los Angeles. I have never been found 19 to be unqualified to testify as an expert. A copy of my curriculum vitae is attached hereto as Exhibit 1. 20 My Assignment 21 3. I have been retained to testify to and offer opinions regarding, among other things, the 22 proper method for calculating any damages incurred by Plaintiff and the Duggan Family Limited 23 Partnership, including with a pending sale of the Partnership’s real property, which I understand is the 24 Partnership’s main asset. 25 4. I understand that two of the main issues in the litigation are (1) whether Defendants have 26 authority to list the Property for sell (and to consummate a sale) without Plaintiff’s consent; and (2) 27 whether the sale and its terms violate the duties owed to the Partnership by its purported general partners 28 and any resulting damage. 1 DECLARATION OF JOHN A. TAYLOR ACTIVE 692315451v1 1 5. I have been provided with the purchase and sale agreement for the pending transaction, as 2 well as a ninth amendment to the agreement that extends the closing date to January 17, 2024. 3 6. While a property sale transaction remains pending, I cannot prepare my complete damages 4 opinion. Once the transaction is closed (if it does close), with a final closing statement, terms, and related 5 information, it is possible to calculate damages to the Partnership and Plaintiff (on that one issue) by 6 comparing (i) the outcome actually realized, to (ii) the outcome that would have been realized if the 7 purported general partners pursued a different path, such as (a) selling the Property on more favorable 8 terms, including to a purchaser that does not require seller financing, or on more favorable financing terms 9 based on current rates, or (b) continuing to hold the property until, at a minimum, more favorable terms 10 can be realized. I would also need to analyze the manner in which the Partnership accounts for income 11 from the sale and any distribution of proceeds, as well as any financing extended by the seller. 12 7. If the sale transaction does not close, my analysis will include a review of the reasons why 13 the transaction did not close and harm to the Partnership from having placed the Property under contract 14 for the pending terms, but without the transaction closing. 15 8. These issues are only a portion of my assignment, but are an important one. My assignment 16 cannot currently be completed under the current circumstances. 17 WK I declare under penalty of perjury that the foregoing is true and correct. Executed this ___ day of 18 December, 2023, at Los Angeles, California. 19 20 ___________________________________ ______ _ _______________________ John A.. Taylor hnn A Taylor, CMC, orr, ASA, C MC, MAE, MA MRICS 21 22 23 24 25 26 27 28 2 DECLARATION OF JOHN A. TAYLOR ACTIVE 692315451v1 EXHIBIT 1 QUALIFICATIONS OF JOHN A. TAYLOR, ASA, CMC, MAE, MRICS John A. Taylor has more than three decades of appraisal, valuation and consulting experience. Mr. Taylor is a Managing Director in the Financial Valuation and Advisory practice of Houlihan Lokey Financial Advisors, Inc. (“Houlihan Lokey”), located at 10250 Constellation Boulevard, Los Angeles, California, 90067. In this role, he has experience specializing in complex valuation and consulting analyses requiring a multidisciplinary approach. His expertise includes the valuation of business entities and their equity instruments, intellectual property and intangible assets, vacant and improved property, common and preferred stock of closely held businesses, business damages and lost profits analyses, strategic alternatives analyses, and the preparation of fairness and solvency opinions. He also has a seat on the firm’s Technical Standards Committee, serves as the global head of the firm’s Dispute Resolution Consulting and Financial Expert Opinions practice, is a member of the firm’s Financial and Valuation Advisory business Executive Committee, and sits on the firm’s Management Committee. Mr. Taylor works with both domestic and international public and private companies across many industries for financial reporting, mergers and acquisitions, litigation consulting and dispute resolution, management and strategic planning, and tax compliance and planning purposes. His investigative casework also consists of preparing fairness opinions and providing analyses and expert testimony in cases relating to valuation, solvency, fairness, and economic damages and serving as a jointly appointed financial/valuation expert. Mr. Taylor received a Bachelor of Arts degree in German from the University of Missouri – St. Louis. He has been an Accredited Senior Appraiser (ASA) with the American Society of Appraisers since 1993, and has served as Chair as well as Past Chair of the American Society of Appraisers’ Appraisal Review & Management Committee. Mr. Taylor has been a Certified Management Consultant (CMC) with the Institute of Management Consultants since 2003, and was elected as a Practising Member to The Academy of Experts in 2017. He was also extended membership in the Royal Institution of Chartered Surveyors as a Chartered Business & Intangible Assets Valuation Surveyor in 2017. Taylor, John (CV) EXHIBIT 1 Page 4 Page 2 A. Experience Mr. Taylor has worked on over 600 matters in his more than three decades of financial consulting and investigations, including over a decade at a “Big Four” accounting firm in their financial consulting group before joining Houlihan Lokey in August 2008. Most recently he was the managing director for Kroll Associates, Inc. in Los Angeles. Engagements on which he has worked include the following: ▪ Breach of Contract, Fiduciary Duty, and Tortious Interference Claims - Telecommunications. Prepared analyses and submitted opinions from both affirmative and rebuttal perspectives related to the alleged interference of a marketplace competitor on a pending transaction and related claims involving an in-place contract. Analyses included an estimate of declining bid price resulting from overall market conditions, transaction closing rates between strategic and financial buyers, overall transaction cancellation rates, the impact of the unavailability of audited financial statements on the sales process related to proposed transaction, when a definitive agreement was probable based on the due diligence timeline, whether the defendant caused a delay in the timeline and other factors associated with the transaction which might have been of concern to bidders and whether such might have an impact on the consideration offered. ▪ Breach of Contract – Maritime Industry. Retained to serve as testifying expert before the High Court of London and provide an estimate of the quantum of economic loss related to a dispute raised between the parties in relation to the performance of respondent’s obligations under a private written agreement. Conducted analyses and rendered expert report and opinions as to fair market value of a significant block of unregistered shares in a publicly traded shipping company, and the impact in a delay of delivery of said block as part of an earlier settlement agreement to an Asian investor. Analyses included developing analytical frameworks modelling scenarios under which the intended recipient would likely liquidate its position whilst seeking to potentially mitigate economic loss including multi-phased dribble-out and private placement methodologies. ▪ Valuation for Joint Venture Dissolution - Semiconductor. Consulted with a fully integrated Japanese electronics conglomerate as regards a U.S. joint venture representing a capital investment of US$2.5B related to 64 megabit dynamic random access memory (DRAM) chips at the most advanced semiconductor manufacturing fab in the U.S. Project had high visibility with all involved parties, including financial advisors, accountants and the opposing venture partner as well as respective legal counsel. Key areas of focus included then-current and projected economic aspects of the formed business venture, anticipated erosion of a technological advantage the venture had developed in their industry, economic incentives offered to the venture and potential impact dissolution of the venture posed to those future benefits, and certain supply agreements and their potential transferability. Taylor, John (CV) EXHIBIT 1 Page 5 Page 3 ▪ Economic Damages Analysis – Credit Card Processor. Retained as testifying expert to assess economic loss in Customer Relationships as a result of security breach at a card processing company. Considerable benchmarking studies were conducted to: analyze historical security breach incidents (both those fraudulent and negligent) and ascertain the impact on revenues, profit margins, and business value; develop supportable customer lifing data for the payment card processing industry; and develop other financial and operational metrics. These data were incorporated into an excess earnings model for both the existent and “but for” scenarios. ▪ Breach of Contract Claim - Pharmaceutical. Assisted counsel as consultant in evaluating strategies related to causation in a breach of contract dispute between Japanese and U.S. pharmaceutical multinationals related to a joint venture and development agreement. Specific analyses included leakage studies of the two publicly traded companies and their previous acquisitions, minority discounts and control premia studies, and marketability and illiquidity analyses. ▪ Product Costing Methodology – Power Storage Devices. Assisted a US- based high technology multinational in evaluating current product costing model at the request of the private equity investor. This pre-revenue company had just completed substantial R&D activities in U.S. and Europe and was, for the first time, moving into commercial production in Ireland as well as licensing of new, proprietary technology. Areas of focus included sales and marketing activities, supply chain, financial processes, and manufacturing processes. Key to the client was having a product-costing model which would provide significant insights and facilitate profitable product pricing. ▪ Transaction Consulting and Strategic Analyses – Transportation. Acted as financial advisor in a private transaction concerning a Japanese company’s acquisition of heavy freight hauler. Assisted buyer in review of company prepared materials, industry and transaction research to establish initial offer pricing and earn-outs thresholds, developed dynamic financial model with key value-driver variables, highly discrete fixed and variable expense assumptions, and assisted in development of letter of intent and key negotiations. Additionally assisted buyer in estimating favorable impact of synergies improved financial leverage and additional throughput could bring based upon buyer’s established banking and client relationships. ▪ Fairness Opinion – Dental Products. Provided fairness opinion for a privately held dental products company’s acquisition by a publicly traded pharmaceutical concern. Key issues dealt with impact of enhanced customer relationship management and potential synergistic vendor agreement efficiencies, plus several premier product suites developed by the target. Subsequent to acquisition, continued consultation with allocation of acquired assets, including inventory, various trade name and proprietary know-how suites, covenants not to compete, customer lists and relationships, fixed assets, and assembled workforce. Taylor, John (CV) EXHIBIT 1 Page 6 Page 4 ▪ Real Estate Partnership Interests – Commercial and Industrial Property Portfolio. Assisted U.S. subsidiary of this significant Japanese development house relative to the acquisition of partnership interests held by third party investor in shopping centers, multi-family residential, warehouse/light industrial, office, and hotel/resort properties; key impact focused upon current stressed position of real estate, and included various aspects of feasibility and developmental modeling. ▪ Breach of Contract and Tortious Interference Claim – Private Placement. Retained by counsel as expert witness against a claim of tortious interference and breach of contract as regards a failed Private Placement Offering (PPO). Plaintiff alleged counsel’s client had caused the failure of the PPO by causing the removal of a personal guarantee disclosed in the PPO memorandum. Our analysis and report supportably demonstrated the lack of subscribers to the PPO was more likely due to the inadequate return offered to investors by the PPO compared to market alternatives. ▪ Valuation – Vertically Integrated Quick Service Restaurant Company. Provided analyses and conclusions relative to the current fair market values of various ownership interests in a franchise operation which consisted of 29 restaurants, a food service division, and multiple real estate partnerships for its offshore owner relative to key management decisions and Japanese National Tax Authority review. ▪ Post-Acquisition Integration and Business Assessment – Manufacturing. Assisted a U.S. manufacturing multinational in assessing a newly acquired Japanese subsidiary’s ability in the fluid power industry to conduct activities in a manner typical of sophisticated global organizations. Analyzed business model, human resources and recruiting, customer activity, finance functions, select manufacturing processes, order fulfillment cycle, product profitability, patent program, and indirect cost structures. ▪ Appraisal Review and Valuation of Various Equity Interests – Professional Services Firm. Retained by counsel to review appraisal report of a financial services company for tax planning purposes prepared by national firm. Review noted numerous deficiencies, and concluded the result of the conclusions reached by the appraisers to be a non-reliable indicator of value. Developed discrete estimates of fair market value of both business enterprise, and a minority interest in the business and provided both deposition and testimony during arbitration proceedings. ▪ Impairment Analysis – Cancer Detection Know-how in Pre-Revenue Stage. Analyzed a cancer detection know-how under a prolonged development cycle to evaluate possible impairment of the carrying value of the intangible asset on the financial statement. Key issues surrounded whether the know-how had the potential to clear its clinical trials, the additional funds required to complete the trial and testing process, and the potential cost benefit the know-how, if productized, would provide. Various scenarios were developed to consider possible trial outcomes, additional investment in trials and testing, as well as shutdown costs. Taylor, John (CV) EXHIBIT 1 Page 7 Page 5 ▪ Options Valuation and Reintegration Consulting – Chipmaker. Advised the U.S. subsidiary of a Japanese electronics conglomerate on employee issues related to reintegrating a formerly independent subsidiary back under the U.S. Corporation’s ownership. Company in question was a custom and special application fabless chip company with primary focus on emerging technology platforms and hardware needs directed at the mid-high-end range customer offering a “total solution” by teaming with other partners for design and custom chip wins. Aspects included valuation of employee stock options using Black- Scholes option pricing model, business practices and human resource models, corporate communications, and related risk mitigation. ▪ Board Consultation on Fairness Opinion – Grower. Retained to consult to a privately held company’s board of directors relative to fairness opinion received by preeminent fairness opinion firm. Analyses indicated the issued fairness opinion’s underlying analyses and assumptions in the cash flow methodology were materially flawed given substantial, underutilized and non-operational assets were not adequately reflected in firm’s fairness opinion analysis, as well as substantial deficiencies were found in the issuing firm’s fixed and variable expense analyses which resultantly stated deal as fair yet underestimated value by nearly 60%. ▪ Valuation of Potential Litigation Proceeds – Financial Services. Conducted analyses and provided opinion of value for a promissory note issued by the Indonesian government involved in litigation for transaction planning purposes. Key aspects of analyses focused upon understanding legal process, probable outcomes and interdependencies, as well as establishing an appropriate investment return profile for the underlying promissory note due to a Japanese automaker finance unit. Used modified real option pricing model and developed various sensitivities as part of the analysis of this contingent asset. ▪ Financing Market Assessment – Entertainment Industry. Retained as testifying expert and conducted assessment of prevailing market financing conditions for the 2007 to 2009 timeframe in a breach of contract claim related to an uncompleted transaction involving trademarked character assets. Scope of work included assessment as to whether defendant could have obtained commercially reasonable financing during that same timeframe for the transaction in question, market financing rates for the assets under consideration, and an assessment of defendant’s efforts to obtain commercially reasonable financing relative to that specific transaction. ▪ Analyses and Transaction Consulting – Real Estate Investment Fund. Assisted U.S financial investor in analyzing the value of various limited and general partnership interests in their real estate portfolio, including a regional shopping center, apartment complexes and mid-rise office towers located throughout the Southwestern U.S., as well as brokerage business, private wealth management and trading subsidiaries. Also assisted investor in preparing market information and informational memoranda as well as facilitating discussions with potential acquirers for their various investments. Taylor, John (CV) EXHIBIT 1 Page 8 Page 6 ▪ Valuation of a Member Interest – Medical Services. Retained by counsel to conduct analyses and provide an opinion of the fair market value of a minority interest in a group of refractive eye surgery centers related to a call provision. Also provided insight and advisory associated with the potential diminution of value associated with the loss of use of the existing tradename and increased competition related to the termination of a non-compete agreement impacted by triggering of the call provision. ▪ Valuation of Consulting Technology – Proprietary Algorithms. Retained as expert in a litigation matter under arbitration; the subject of declaration was the value of certain proprietary technologies developed by the company as they related to trading algorithms. In addition, advised counsel in deposition of key factual witnesses as well as experts for opposing counsel and advised in related case strategy. ▪ Valuation of Carried Interests – Private Equity. Retained as expert in a family law matter. Analyses focused on a significant marital estate in dissolution, including one spouse’s sizable ownership interest in a private equity company containing investments in both publicly traded and privately held companies, public and private debt, and significant carried interests in the portfolio. ▪ Valuation of Intangible Assets and Real Estate in Kyoto, Japan – Heavy Manufacturing. Valued key intangible assets and intellectual property acquired upon the buyout of a JV partner’s interest. Also provided insight and advisory on various real estate aspects of the surrounding market, and developed estimates of market value for the fee simple and leasehold interests in the underlying real property components located in Kyoto, Japan. ▪ Hi-level Market Entry Strategy – Retail. Provided observations and recommendations on key value drivers concerning a market entry strategy into U.S. retail and e-Tail markets for a Japanese entertainment company. Recommendations included: revising overly optimistic assumptions in marketing plan, reconsidering speculative estimates on sales growth and retail pricing, current saturation of U.S. market, and significant underestimation of opening and store maintaining costs in management’s analysis. ▪ Valuation of Equity and Debt for Lender Negotiations – Pharmaceutical. Retained by counsel to develop information to be used by borrower, a publicly traded pharmaceutical company, in negotiations with its lender for relief from certain debt covenants and principal. Assisted management in analyzing prospective income and expense levels, understanding range of values under orderly and forced liquidation scenarios, and developed enterprise value under a going concern scenario. Analyses expanded at request of auditors to analyze intangibles and goodwill for financial reporting purposes under a “trigger event.” ▪ Buyside Transaction Consulting – Consumer Products. Assisted a Japanese conglomerate in their deal analyses related to the possible acquisition of a U.S.-based ethnic-focused packaged meal company. Analyses included market penetration analyses and strategies, price/supply/demand analyses and scenario modeling, branding considerations, and supply agreement aspects, as well as valuation of property, plant, and equipment. Taylor, John (CV) EXHIBIT 1 Page 9 Page 7 ▪ Damages Analysis Under Texas Rule of Evidence 408 – Wholesale Distribution. Retained by plaintiff in a pre-complaint matter related to unauthorized computer access, and assisted in-house and retained counsel in case development and strategy for mediation settlement discussions. Oversaw computer forensic activities and fact-finding interviews, as well as directed primary and secondary research into the companion and food animal health industry to address potential economic impact and damages to plaintiff as a result of the theft, on localized bases in select markets as well as on a company- wide basis. Conducted damages analyses via lost profits method, prepared report of findings, and presented at settlement conference. ▪ Capital Raising and Investor Targeting Strategy – Commercial Real Estate. Researched, analyzed, and provided observations and recommendations on key value drivers concerning a sizable investment in Fukuoka, Japan. Recommendations covered facets of organization including board representation, owner’s group “preferred” real estate strategy, potential-investor profiling, system requirements and infrastructure needs, and property management concept-visioning. Engagement coordinated with owner’s advisory group. ▪ Breach of Contract Claim – Consumer Products. Assisted counsel as consultant in matter related to economic damages brought about by defendant’s failure to fund operations per terms of contract for an emerging adult beverage company in a new industry category. Salient issues dealt with the adverse impact the funding had on the roll-out of the product as the concept was just gaining popularity and resulting loss of market share, as well as the impression of the product, initially bleeding edge, being seen as a copycat by consumers. ▪ Securities Fraud Claim – Investment Advisory. Retained by defense counsel as testifying expert in a matter of alleged fraud by a registered investment advisor in a matter initiated by the U.S. Securities and Exchange Commission. Scope analyses and testimony included evaluating then-prevailing and evolving standards for estimating fair value of investments and debt in privately held companies, disclosures made by the investment advisor to a publicly traded business development company (BDC), fiduciary obligations of BDC’s board of directors in evaluating investment advisor’s presentations, and adequacy of board materials developed by the investment advisor during the period of his providing services to the BDC. ▪ Goodwill Impairment Analyses for Global Operations – Pharmaceutical/ Nutraceutical Company. Annually assisted a publicly traded pharmaceutical and nutraceutical manufacturer in analyzing its global reporting units and corporate activities to evaluate possible impairment to goodwill under financial reporting guidelines, including multiple product lines in a variety of patent and FDA approval stages. Impairment indications at a number of this entity’s reporting units required discrete analyses be performed on over 50 assets, ranging from technical know-how for producing certain unique chemical preparations to trademarks, patented technology, over-the-counter preparations in clinical trials, and off-patent products with anticipated generic competition. Taylor, John (CV) EXHIBIT 1 Page 10 Page 8 ▪ Breach of Contract and Tortious Interference Claims – Video Gaming. Prepared analyses and submitted opinions from a rebuttal perspective related to an alleged breach of a distribution agreement and related claims involving an in- place contract between parties in the video gaming industry. Analyses included reviewing the opposing expert’s opinions (resulting in the initial expert’s opinions and report being dismissed as unreliable), and rebutting subsequent lay witness opinions as to value related to the alleged breach. Key elements included the lifecycle of a typical transaction, related transaction processes, changes in industry performance and value over an elongated time horizon, and appropriateness of various valuation methods. ▪ Valuation of Potential Litigation Proceeds – Oil and Gas. Retained by counsel to develop and render an opinion as to the potential value of pending litigation. Counsel’s client was an oil and gas company in acquisition talks with a publicly traded company and needed an estimate of value for the contingent asset created by a filed lawsuit to advise the special committee with regard to a fairness opinion issued by a bulge bracket firm (who had been unable to address the value of the contingent asset in their fairness opinion), which was ultimately reviewed and accepted by the Delaware Chancery Court. ▪ Breach of Contract Claim – Financial Consulting and Investment Advisor Services. Retained as testifying expert to address appropriate, market-based compensation for various financial services rendered primarily by two Harvard MBA’s to an investment group over a multi-year period with respect to an investment in a special circumstances acquisition in the aerospace industry. Analyses included categorization of services rendered, benchmarking to alternative service providers, earning alternatives for the plaintiffs for the timeframe under study, and the appropriateness of a carried interest as part of the compensation package. ▪ Valuation and Strategic Analyses – Retail Center. Assisted Japanese investor in analyzing the value of various limited partnership interests in a shopping mall located in Las Vegas, Nevada, including adjacent undeveloped land held for future development. Client was regulated by actions and decisions of GP and felt GP decisions were negatively impacting shareholder value. Analyses included market segmentation and need assessments, competitive market offerings, value of LP investment interest, and potential buyers for their LP interest. Uncovered numerous activities which would enhance shareholder value, primarily centered on development strategy and property management relationships. ▪ Breach of Fiduciary Claim – Financial Services. Retained by counsel as expert against to address a breach of fiduciary duty claim by beneficiaries in the management and investment of trust assets under Texas’ “prudent investor rule.” Plaintiff alleged counsel’s client had used inappropriate trust asset diversification which caused diminished returns of said assets. The analysis and report demonstrated trust assets were invested in a manner consistent with communicated investment objectives, and such objectives were not inconsistent with other institutions’ recommendations under similar investment objectives for the timeperiod under observation. Taylor, John (CV) EXHIBIT 1 Page 11 Page 9 ▪ Class Action Breach of Fiduciary Duty Claim – Medical Device Company. Assisted counsel in preparing a testifying expert in a case against a company’s board of directors alleging the company, a manufacturer of ambulatory drug delivery systems, was sold at an inadequate price and via an unfair sales process. Key areas of rebuttal consultation included addressing the underlying analyses performed by the sell-side financial advisors, company projected and industry growth rates, discount rate development concept and application, and various technical and fundamental errors in the opposing expert’s analyses and calculations, in addition to apparent relevant professional standards violations. ▪ Business Damages Analysis – Investment Banking. Retained as expert consultant to estimate damages resulting from plaintiff’s claim in a breach of contract dispute. Key issues in the underlying analysis centered around trading restrictions placed on publicly held securities in a European-listed investment banking company received as compensation and the impact to value of said securities in a declining market, including plaintiff’s obligation to mitigate damages and foreign exchange risk. ▪ Valuation of Minority Interest – Flexible Circuit Manufacturer. Led project team to evaluate acquisition offer of a U.S. technology company made by potentially hostile shareholder (sister company shareholder) in Singapore. Company in question was one of the largest US based flex circuit manufacturers. Initial scope of work was to focus upon value of common shareholders’ equity, and quality of service quickly expanded project into subsequent phases to consider synergies and potential value impacts of various defensive strategies. ▪ Fraudulent Conveyance Claim – Franchise Industry. Conducted analyses and advised counsel on various strategic and tactical aspects of case formulation as well as testifying expert selection and management with respect to a fraudulent conveyance claim as part of a leveraged buy-out. Areas of focus included historical and projected performance, industry benchmarking, precedent transaction analytics, control premia, and an analysis of offers received from prospective acquirers. ▪ Valuation for Acquisition and Public Disclosure Purposes – Medical Products. Assisted financial buyer in the acquisition of a Swedish publicly traded company in analyzing the potential investment. Due diligence and management interviews included both U.S. and Swedish client personnel. Efforts included simultaneous disclosures to the U.S. Securities and Exchange Commission as well as the Swedish equivalent. ▪ Excessive Executive Compensation and Donor Disenfranchisement Claim – Religious 501(c)(3). Retained by counsel as testifying expert to deliver both affirmative and rebuttal opinions in a matter of breach of fiduciary duty and unjust enrichment alleged to have been perpetrated by several leaders of a faith-based non-profit organization. Analyses included extensive benchmarking by NTEE code of faith-based and other non-profit organizations’ donation receipts and fundraising expense trends, as well as compensation for senior level officials in both for-profit and not-for-profit (faith-based and non-faith based) organizations. Taylor, John (CV) EXHIBIT 1 Page 12 Page 10 ▪ Breach of Contract Claim – Franchise Industry. Assisted counsel as consultant in matter related new dining concept franchisee’s claim franchisor did not meet marketing targets and provide promised support to this franchisee, which subsequently was unable to expand within the framework under the master franchise agreement. Salient issues dealt with estimating economic impact of diminished marketing, operational, and technology support to the franchisee. ▪ Jointly Retained Consultant in Shareholder Dispute – Consumer Products. Retained by neutral counsel in dispute arising from existing shareholder’s proposed acquisition of a minority interest; said acquisition would give the acquirer a greater than 50% interest in the subject company. Salient issues addressed were assessing impact of major defections in company’s existing salesforce, possible actions taken by competing firms to exploit company’s momentary weakness were the matter to not be resolved amicably among shareholder groups, possible impact to significant existent dividend policy of company post-transaction, and what, if any, value diminution the transaction would have upon the non-controlling shareholder’s equity interest were the transaction to occur from illiquidity and marketability perspectives. ▪ Business Consolidation Strategy and Capital Raising – Entertainment Industry. Provided financial and operational consultation as regards a proposed combination of five boutique entertainment companies into a single, newly formed entity. Key issues dealt with differing business models and relative key value drivers, potential for union strike action and impact to discrete and overall cash flows, caliber of signed talent as well as entertainment libraries, and current investor attitudes (specifically from non-U.S. sources) towards a potential private placement for a minority, non-controlling interest in the new entity. Due to client’s timetable, analyses were completed within a two-week timeframe to facilitate negotiations with the prospective investor, a Canadian pension fund. ▪ Real Estate Partnership Interests – Los Angeles Commercial Portfolio. Consulted a major Japanese developer relative to its partnership interests in several California properties (including office, shopping center, and hotel resort assets) in conjunction with forward tax planning and potential sale of these interests to the corporate parent. ▪ State of Industry and Perceived Impact of Proposed Merger. Retained by defendant’s counsel as consulting expert with respect to a claim before the Delaware Chancery Court in response to a MAC (Material Adverse Change) claim. Expert was chosen for deep industry expertise, and requested to give opinion and testimony related to: (i) the state of the industry at the time two global chemical giants entered into a merger agreement, (ii) the current (at time of report preparation, some 9 months later) state of the chemical industry, and (iii) the impact of the general economic and chemical industry downtown on the emerging business entity were the merger to be consummated. One corporation was a more commodity-centric, North American and European-focused entity, whilst the other was more focused on the specialty chemicals business with a relatively globalized sales base. Taylor, John (CV) EXHIBIT 1 Page 13 Page 11 ▪ Ability-to-Pay Analysis and Retrospective Business Valuations – Online Gaming. Retained by defendant's counsel to present an ability-to-pay analysis and different valuations of segment revenue streams to the U.S. Department of Justice in relation to a high profile $1.5 billion civil lawsuit in the online gaming space. Analyses were the basis for negotiations which resulted in a settlement of less than $350M, which allowed the client’s business to continue as a going concern. Deliverables for settlement discussions included a detailed executive summary styled narrative accompanied by exhibits containing a comprehensive financial model which reflected global trends in online gaming by geography, as well as anticipated impacts of known legislation in those geographies. ▪ Expert Witness in Breach of Contract Claim – Real Estate Investment Trust. Retained by counsel on behalf of respondent in a case concerning whether the methodology used by the board of a privately held retail center REIT to update their net asset value (“NAV”) on a quarterly basis was a methodology which would have reflected the actual value of the REIT as of a specific date during a period of economic turmoil. Analyses included the review of contemporaneous appraisals, conducting a trend analysis using data from published sources in relevant submarkets combined with operating company data and a benchmarking analysis which tracked the movement of NAV for a peer group of publicly traded REITs over the same timehorizon. ▪ Business Damages Analysis – Gaming. Retained to serve as testifying expert to assess damages incurred by plaintiff in the breach of a joint development and marketing agreement for an emerging technology in a highly regulated industry related to POS and loyalty programs; the company was at a pre-revenue stage. Analyses included substantial product and industry research and analyses, new technology adoption curve analyses and development, development of market penetration metrics and significant cash flow modeling based upon anticipated market dynamics. Successfully demonstrated to arbitration panel any damages claim would have been too speculative based upon development stage of technology. ▪ Valuation of Debtor’s Business Enterprise under Chapter 11 Proceedings – Food Processing. Retained by counsel on behalf of debtor under reorganization proceedings to develop an opinion of the fair market value of the business enterprise and provide expert testimony in the proceedings. Key issues involved debtor’s analysis of causal factors and emergence from bankruptcy, and how the reorganized enterprise’s marketing and operational plans compared to the competitive landscape. ▪ Real Estate Consulting – Conference Center. Analyzed the value of an equity interest in an executive conference center as well as an assessment of the current management company for the property. Analysis considered restrictions on future development due to endangered wildlife, impact of planned expansion on current and future operations, and primary research of alternate providers of similar management services and relative cost / benefit. Based upon our findings, owner renegotiated the contract with the existing company, providing substantial equity enhancement to shareholders. Taylor, John (CV) EXHIBIT 1 Page 14 Page 12 ▪ Expert Consultant – Oil and Gas Exploration. Retained by counsel to assist in developing strategies to evaluate whether a development stage independent energy company engaged in the exploration, development and production of oil and natural gas was solvent as of a key transaction date, assisting in the screening of potential expert witnesses, and case strategy development in addition to preparation in advance deposition and testimony. ▪ Valuation of Minority Interest – Bottled Water. Retained by one of two existing significant shareholders interested in acquiring a five percent shareholder’s equity position in a privately held spring water company with numerous locations throughout the U.S. Unique considerations were the in- place management agreements for operational aspects with one major shareholder’s related business entities, the license-free use of an established consumer brand and trademark contributed by the other significant shareholder, and the need to independently develop projected cash flows as the operator did not develop annual, or extended, projections. ▪ Business Damages Analysis – Physician Management Practice. Retained as testifying expert to assess lost profits and unjust enrichment under breach of contract and tortious interference claims resulting from competition subsequent to assets being sold as part of a bankruptcy proceeding. Contracts were with county hospital district for emergency, OBGYN, and pediatrics physicians’ services with annual renewal clauses. Analyses included historical financial performance analysis for both acquirer and covenantee enterprises, renewal assessment and effective contract life estimation, and development of projections of lost profits and unjust enrichment, in addition to rebuttal of opposing expert’s workproduct and opinions. ▪ Expert Witness in Breach of Fiduciary Duties Claim – Medical Devices. Retained by counsel on behalf of respondent in a case concerning claimant’s alleged loss of the option to receive restricted shares in a publicly traded company and the potential impact of the value of their limited partnership interest in a medical device research and development company which had been sold along with a larger business unit. Scope of work included reviewing claimant’s workproduct, assessing the scope of work performed by the plaintiff and expressing opinions to the arbitration panel with respect to deficiencies in application of damages theory, inconsistencies relative to accepted valuation practice and related professional ethics and the resulting impact on the claimant’s damages opinions. ▪ Expert Consultant in Breach of Contract Claim – Entertainment. Retained by counsel on behalf of defendant in a case concerning whether plaintiff was entitled to finder’s fees or a portion of deal price as a “fundless sponsor” to a transaction of an adult-themed internet business. Scope of work included review of plaintiff’s as well as defendant’s workproduct, assisting in development of deposition outline and materials, and identifying problem areas in defendant’s experts’ analyses related to financing rates for debt and equity, fair market value of the acquired entity at the time of the transaction, and an assessment of the scope of work performed by the plaintiff. Taylor, John (CV) EXHIBIT 1 Page 15 Page 13 ▪ Jointly Retained Expert Consultant in Ability-to-Pay Claim – Marine Terminal Bulk Storage. Retained by counsel on behalf of its private equity client, a 50 percent owner in a previously closely held family business. At issue was the ability of the company to pay dividends with respect to the Delaware Surplus standard. Analyses included industry research, trend analysis, and development of proforma financial information under various distribution payout scenarios as part of a private, negotiated settlement. ▪ Transaction Consulting Services to Buyer and Seller – Entertainment/Tourism. Jointly retained by both buyer and seller in a proposed entertainment/tourism merger in Las Vegas. Key aspects of project included: extensive research into tourism trends both locationally and by spending segments, industry research concerning expense ratios (as well as fixed and variable expense components), development of projected operations based upon tourism trends and each respective company’s operating results (over 15 entities analyzed both individually and on an aggregated basis), analyses of upcoming state tax legislation and potential impact to the businesses’ respective operating margins, and working with buyer and seller to develop consensus on projection assumptions. ▪ Plan Confirmation Testimony in Chapter 11 Proceedings – Homebuilder. Retained by counsel on behalf of the bank group as testifying expert with regard to a regional homebuilder. Opinions included a comparative analysis of the debtor’s and bank