Don Keysser, Managing Principal of Hannover, Cases Studies for expert witness services:
Due Diligence and Disclosure in an Investment Banking Transaction
Case study: We testified in defense of a national investment bank that had underwritten a project financing that then failed and defaulted. We argued that the disclosure performed by the investment bank in underwriting and selling this bond transaction was reasonable and appropriate, under the circumstances of the transaction, considering that the investors were also qualified institutional investors.
Financial Damages from Violation of Non-Compete Clause in Merger & Acquisition Transaction
Case study: We testified for the plaintiff, the buyer in an M&A transaction, where the seller violated the non-compete clause in the Purchase Agreement, causing substantial financial damages to the buyer.
Fraud and Misrepresentation in Reverse Merger Transactions
Case study: we testified in a case involving a dispute between an entrepreneur and an investment banker regarding a series of reverse merger transactions that failed, and whose failures led to a dispute between the two regarding how the transactions were conducted.
Financial damages analysis and computing
Case study: We were engaged by a technology company that alleged another firm had infringed on their patents; our task was to project the levels of financial loss incurred by my client due to the loss of business resulting from the other firm allegedly infringing on their patents.
Case Study: Calculated potential financial damages for retail store whose landlord leased space to a competing firm, against the provisions of the Lease Agreement.
Case study: We testified on our estimations of financial damages allegedly suffered by our client due to a wrongful termination, and the subsequent mismanagement of the company.
Responsibilities of Investment Bank in Conducting Due Diligence
Case Study: We testified on behalf of a fund manager who purchased high-yield corporate bonds from an investment bank, which bonds subsequently defaulted. The claim was that the underwriters misled the fund manager by providing incorrect information, and failing to disclose material information..
Standards of care and practice in investment banking, project financing, credit review and analysis, and underwriting and sale of securities
Case Study: We testified for a housing developer that sued an investment bank for failing to diligently pursue an engagement, for negligence, for breach of contract, and for negligent misrepresentation. Our Report focused on the failure of the bank to observe the commonly accepted and minimum standards of care and practice in investment banking, and for failures of supervision under FINRA.
Case Study: Reverse Merger of Micro-Cap company: We testified in a case involving a failed series of reverse mergers of micro-cap companies, which involved issues of fraud and misrepresentation, and calculating financial damages.
Investment banking (municipal and corporate) and project financing
Case study: We testified in a class action suit against a major Wall Street bank alleging a fraudulent transaction, and a failure of due diligence and supervision.
Case study: We testified in support of an investment bank alleging that former employees, who had left to form their own bank, engaged in fraudulent market procedures, in violation of SEC and FINRA regulations.
FINRA, SEC, and MSRB regulations and rules
Case study: We testified in defense of an investment bank that had underwritten a financing which eventually failed; the allegation was that the bank had acted in violation of MSRB regulations on the distinction between financial advisors and investment bankers.
Case study: We testified in a criminal case in support of a defendant in a bid-rigging case involving the processes for the reinvestment of bond proceeds, in violation of SEC regulations on reinvestments and yield limitations.
Case study: We testified in support of a brokerage firm against a former broker, alleging broker misconduct, computer fraud, and violation of FINRA regulations concerning client confidentiality, maintenance of records, and broker supervision.
Case study: We were engaged by a litigant alleging that his partners had artificially lowered the valuation of their jointly owned company through fraudulent accounting practices, and misappropriation of company funds.
Due diligence and disclosure
Case study: We testified in several cases involving allegations of failure to pursue appropriate levels of due diligence and disclosure of relevant information in the context of a financing.
Credit review and analysis; credit rating; credit damage measurement
Case Study: We testified in several credit damage cases, in which plaintiffs alleged financial damages resulting from investment fraud and subsequent negative credit reporting.
Commercial lending and leasing
Case study: We testified in a bankruptcy preference proceeding, defending a commercial lender whose previous loan payment receipts were being threatened by a creditors committee.
Case study: We testified in support of a plaintiff alleging that a commercial mortgage lender had arbitrarily changed the terms of a construction loan early prepayment.
Financial analyses, cashflow proformas, and feasibility studies
Case study: We testified in several cases involving the alleged use of invalid cashflow proformas, inaccurate cashflow proformas, and inappropriately analyzed feasibility studies, in support of development projects.
Business finance; fraud and bankruptcy
Case study: We testified on the valuation of a company involved in a bankruptcy proceeding, in which fraud and mismanagement were alleged.
Business development and capital planning
Case study: We testified in two related cases regarding a dispute between a company owner and an outside investor, on business development and capital planning for the creation of a new entity that was never established.
Real estate development and financing
Case study: We testified on behalf of property developer in suit against his co-developer and contractor, who had allegedly mismanaged the construction process and funds.
Urban economic development
Case study: We testified in a suit between a municipal government and a parking ramp developer, on issues of mismanagement and inaccurate proforma projections.
Case study: We testified in a dispute between a municipal government and a non-profit board created to fund downtown redevelopment and a parking ramp, and were able to get the non-profit board dismissed from the suit.
Case study: We testified in support of an urban economic development authority whose bonds were purchased by an investor after the bonds were defaulted, and the investor was seeking past interest payments.
Case study: We testified in support of a suit by property owners against a state economic development agency, for allegedly presenting false information on bond financing of a proposed infrastructure improvement project.
We provide expert witness services during pre-trial discovery and analysis, for deposition and trial or arbitration, and for post-trial settlement negotiations.