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ACCOUNTING AND DUE DILIGENCE WORKING GROUP

Mandate

The Working Group brings a European focus to issues that arise out of the accounting and due diligence aspects of high yield and leveraged credit transactions. Representatives of the audit, banking, and legal professions work collaboratively to integrate disparate business perspectives and regulatory concerns into consistent and efficient market practices. The accounting work focuses on general accounting standards throughout Europe and discrete issues such as disclosure, diligence, arrangement letters for auditor engagement, and comfort on "adjusted" data. Work in the due diligence area examines the roles and responsibilities of an issuer's management and of the various legal, accounting and financial advisors.

Current Initiatives

The Working Group is developing a form of the arrangement letter that is executed by the issuer, the auditors and the financial advisors (underwriters) at the outset of a contemplated capital markets transaction. The arrangement letter is a key transaction document. It sets the expectations of the parties in respect of the international aspects of a transaction by defining the scope and nature of the work that the auditors agree to perform and the comfort letter given. The work governed by the arrangement letter represents a basic component of the due diligence defense that underwriters create during the execution of a capital markets transaction. As a result, the letter is often the subject of protracted and costly negotiation. The completed form letter, which will also be suitable for use in other non-investment grade debt and equity transactions, will aid substantially in reducing the cost and delay inherent in the current market practice of negotiating ad hoc agreements.

Members

Rick Ely, Co-Chair
Skadden, Arps, Slate, Meagher & Flom

Thomas Quinn, Co-Chair
PricewaterhouseCoopers

Peter Castellon, Bank Subgroup Co-Chair
Citi representative

Emilia Spitz, Bank Subgroup Co-Chair
JPMorgan

Rachel Hatfield, Bank Representative
White & Case

James Abbott
Deutsche Bank

Craig Abouchar
Merrill Lynch

Shiela Ajimal
JPMorgan

Barbara Alexander
Morgan Stanley & Co International

Chronis Anoustis
Deutsche Bank

Jonathan Bagg
Fried, Frank, Harris, Shriver & Jacobson

Markus Bauman
Goldman Sachs

Mark Bicknell
Merrill Lynch

Jonathan Bloom
White & Case

Michael Brady
Weil, Gotshal & Manges

Luke Bristow
Deutsche Bank

Andrew Brooke
Credit Suisse

Brett Cassidy
Latham & Watkins

David Cattermole
KPMG

Colin Chang
White & Case

Stephen Cole
KPMG

John Connolly
Clifford Chance

Lisa D'Aguiar
ING Bank

Michael Dakin
Clifford Chance

A.J. Davidson
Merrill Lynch

Bryant Edwards
Latham & Watkins

Arlena Filipowicz
Merrill Lynch

Mike Fisk
Deloitte

David Gasperow
Milbank, Tweed, Hadley & McCloy

Stephen Grant
JPMorgan Securities Ltd

Tim Grayson
Goldman Sachs

Christiane Gursch
Morgan Stanley & Co International

Steve Hextall
Ernst & Young

Dudley Hilton
Deloitte

Graham Kent
Deutsche Bank

Robert Matthews
White & Case

Lisa McGee
Bank of America

Russell McGregor
Barclays Capital

Sarah Murphy
Freshfields Bruckhaus Deringer

Laureen O'Brien
Deloitte & Touche

Tim Odell
Citi

Mina Park
Citi

Michael Pitt
JPMorgan

Bobby Schrader
Merrill Lynch

Anne Siew
Morgan Stanley

Rupert Walford
UBS

David Watson
PricewaterhouseCoopers

Alun Williams
JPMorgan