Deal market overview Due diligence areas of focus Operational, financial, legal Preparation and self-diligence Data rooms and use of technology VDRs Best practices Cyber Due Diligence

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Thomas S. Vaughn, Partner, Dykema Gossett PLLC
• Wayne R. Pinnell, CPA, Managing Partner, Haskell & White LLP
• Matthew Wells, Director, Strategy and Product Marketing, Intralinks
• Mark Sangster, Vice President, Marketing, eSentire Inc.
• Zach Kimball, Managing Director, Development Advisors LLC
© Copyright 2017 Expert Webcast – All Rights Reserved
MASTERING TRANSACTIONAL DUE DILIGENCE
August 17, 2017

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

4. 3
Panelist: Thomas S. Vaughn is a member of Dykema Gossett PLLC. His
practice focuses primarily on mergers and acquisitions, public securities
offerings, public company securities compliance and private placements of
securities involving institutional, venture capital and private investors.
Mr. Vaughn serves as United States general corporate counsel for a number of
international companies, with a focus on companies involved in the automotive
industry. He has assisted these clients in establishing and growing their United
States operations through both acquisitions and internal growth.
He counsels public and non-public companies on issues surrounding mergers;
stock purchases and asset acquisitions; commercial loan financings; board of
director meetings and general board relations; stock-based employee benefits
plans; anti-takeover defense mechanisms; partnership syndications and joint
ventures; product distribution relationships; and the drafting and negotiation of
a broad array of business agreements. He assists clients with organizational
issues; negotiation of initial rounds of financing; preparation of private
placement memoranda; negotiation of venture capital financing and bank
financing; and initial public offering representation. Mr. Vaughn serves as
corporate secretary or assistant secretary for Perceptron, Inc. and a number of
privately-held companies.
Mr. Vaughn holds a BS and a JD degrees from Georgetown University.
400 Renaissance Center
Detroit MI 48243
(313) 568-6524
tvaughn@dykema.com
www.dykema.com

5. 4
Panelist: Wayne R. Pinnell assumed the role of managing partner
at Haskell & White LLP in 2004, following eight years as a partner
in the Firm’s Audit and Business Advisory Services Group. As
managing partner, Wayne oversees the overall strategic direction and
operations of the Firm, while continuing to serve clients in his role as
an audit partner.
Before joining Haskell & White, Wayne spent more than 10 years at
BDO Seidman, LLP, rising to the level of partner prior to his departure.
Wayne’s clients have included both publicly traded and privately held
firms, ranging in size from small, family-owned businesses to
corporations with revenues in excess of $300 million annually. He has
assisted clients with initial public offerings and the periodic reporting
requirements of the Securities and Exchange Commission; private
finance and merger/acquisition transactions; and Sarbanes-Oxley
compliance. Wayne has also consulted with a number of companies on
their general business operations including workflow, waste reduction,
strategy, and growth/profit initiatives.
Wayne holds a B.S. in Business Administration, Magna Cum Laude,
from Seton Hall University.
Irvine (949) 450-6200
San Diego (858) 249-7444
Direct (949) 450-6314
wpinnell@hwcpa.com
www.hwcpa.com

6. 5
Panelist: Matthew Wells is a Director of Strategy and
Product Marketing at Intralinks. An investment banker by
training, Matt turned entrepreneur in 2010 with the founding
of PE-Nexus, a cloud-based platform designed to facilitate the
sourcing and marketing of deal flow for the M&A industry.
PE-Nexus was acquired by Intralinks, Inc. in 2013 signaling a
validation of the "deal marketplace" concept.
Intralinks is a leading, global technology provider of inter-
enterprise content management and collaboration solutions.
Our innovative Software-as-a-Service solutions are designed
to enable the exchange, management, and control of
documents and content between organizations securely and
compliantly when working through the firewall.
Matt was educated at the University of Wisconsin – Madison.
150 East 42nd Street, 8th Floor
New York, NY 10017
United States
M +1-305-968-2952
mwells@intralinks.com
www.intralinks.com

7. 6
Panelist: Mark Sangster is Vice President of Marketing at eSentire
Inc.
As a member of the LegalSec Council with the International Legal
Technology Association (ILTA), Mark is a cybersecurity evangelist who
has spent significant time researching and speaking to peripheral factors
influencing the way that legal firms integrate cybersecurity into their
day-to-day operations.
In addition to his passion for cybersecurity, Mark’s 20-year sales and
marketing career was established with industry giants like Intel
Corporation, BlackBerry and Cisco Systems. Mark’s experience unites
a strong technical aptitude, and an intuitive understanding of regulatory
agencies. During his time at BlackBerry, Mark worked on the first
secure devices for government agencies and has continued to build
mutually beneficial relationships with regulatory agencies in key
sectors. Mark leads a team of savvy customer-focused marketers at
eSentire.
Mark holds a Bachelor in Psychology degree from the University of
Western Ontario, and a Business Diploma from Humber College.
+1 226 808 7280
@mbsangster
msangster@esentire.com
www.esentire.com

8. 7
Panelist: Zach Kimball, Managing Director, Business
Development, Development Advisors LLC (DAI). Zach joined
DAI in 2015 to provide and manage the Business Development and
Marketing functions both domestically and internationally.
Zach is an experienced sales manager that will focus on domestic
and international clients looking to increase ROI on capital projects
in the US through incentive negotiation, site selection and incentive
compliance. Prior to DAI, Zach was a National Director of Business
Development for Compass Group PLC responsible for West Coast
and Mid-Atlantic healthcare sales. Zach oversaw all direct outside
healthcare sales activity to hospitals and continued care retirement
communities. Prior to this Zach was a Vice President of Sales and
Marketing with PSM Group working directly with large retail
organizations and in charge of 85 direct reports and delivery of
$70M in revenues annually.
Zach holds an MBA in International Business from Manchester
Business School (UK), an M.A. in English from San Francisco
State University and a B.A in English from College of the Holy
Cross (Worcester, MA).
6525 Morrison Boulevard
Suite 402
Charlotte, NC 28211
704-521-5240 Ext. 717
ZKimball@dai-locates.com
www.dai-locates.com
DevelopmentAdvisors

9. 8
MAJOR TOPICS:
• Deal market overview
• Due diligence areas of focus
• Operational, financial, legal
• Preparation and self-diligence
• Data rooms and use of technology
• VDRs
• Best practices
• Cyber due diligence

10. 9
THE VALUE OF
EXPERIENCE

11. 10
ABOUT HASKELL & WHITE. WE ARE NOT JUST ACCOUNTANTS!
Irvine and San Diego offices backed by a global alliance of firms
Expertise with public and private companies, including many that
are private‐equity backed; and numerous types of financial
transactions
Proud legacy of excellent PCAOB inspection reports and AICPA Peer
Review reports
We are a middle‐market focused firm powered by 85 client‐
centered professionals led by 11 entrepreneurial partners
We work with pre‐revenue companies, as well as mature businesses
with revenues in the hundreds of millions
We practice with the technical competencies and experience of
larger accounting firms and the attentiveness and responsiveness of
smaller accounting firms
As part of our close relationship with our clients, we assist
leaders/owners in achieving their business goals through managing
effective growth, improving profitability and navigating business life‐
cycles, including maximizing the value of their business on exit

12. 11
WAYNE R. PINNELL
Wayne R. Pinnell, CPA (949) 450‐6314
Managing Partner wpinnell@hwcpa.com
Industries & Areas of Specialty:
Technology
Manufacturing
Wholesale distribution
Retail
Real estate
Non‐Profit
Specialized services
Mergers & Acquisition
Compliance
Business operations
Wayne's clients have included both publicly traded
and privately held firms, ranging in size from small,
family‐owned businesses to corporations with
revenues in excess of $500 million annually. He
has assisted clients with initial public offerings and
the periodic reporting requirements of the
Securities and Exchange Commission; private
finance and merger/acquisition transactions; and
Sarbanes‐Oxley compliance. Wayne has also
consulted with a number of companies on their
general business operations including workflow,
waste reduction, strategy, and growth/profit
initiatives.

13. 12
SERVICES FOR SUCCESSFUL TRANSACTIONS
Whether you are selling or buying…
• Due Diligence
• Quality of Earnings Analyses
• Financial Modeling
• Tax / Entity structuring
• Strategic Planning
• Growth & Profit Enhancement
• Waste Audits
• Team Building / Leadership Development
• Business Transition Planning & Preparation