Allen Pfeiffer

His practice is focused on providing valuation, solvency, damages, cash flow assessment, capital structure analysis, structured securities and independent investigations.

Based in New York and New Jersey, Allen has more than 25 years of experience advising both foreign and domestic buyers, sellers, joint venture partners, hedge funds, private equity funds, plaintiffs and defendants in mergers and acquisitions/corporate finance situations with regard to business valuation, damages, RMBS repurchase claims, strategic planning, raising financing, spin-offs, transaction support, bankruptcy, litigation, tax, financial reporting, solvency, valuing derivatives, fairness opinions, IP holding companies, restructurings and capital structure analysis.

He has led hundreds of engagements related to the valuation of an entire business, a security, an interest in a business or an asset. In addition to his testifying experience, he has worked often as a lead consultant to attorneys in the context of retrospective solvency and many other valuation and corporate finance matters. Allen also led the team as the financial advisors to the Bankruptcy Examiner for Lehman Brothers (Anton Valukas).

Allen is an adjunct professor of finance at the Sy Syms School of Business. Allen was consistently ranked in The Deal Pipeline Bankruptcy League Table U.S. Top Investment Bankers (by volume) each quarter from 2007 through 2014. Additionally, he has been accepted by the New York Supreme Court, the United States Bankruptcy Court, the American Arbitration Association and arbitrators operating under the rules of the International Chamber of Commerce as a valuation and cash flow expert.

Allen was a Managing Director with Standard & Poor's Corporate Value Consulting at the time of its merger with Kroll and was a member of the CVC practice of PricewaterhouseCoopers LLP at the time of its sale to Standard & Poor's. Prior to joining Coopers & Lybrand, Allen worked for an affiliate of Alex Brown and was an actuarial analyst at Kwasha Lipton, a benefit consulting firm.

Allen earned his M.B.A. in Finance, with distinct honors, at Columbia Business School and his B.A. in Economics and Mathematics, cum laude, at Yeshiva University. Allen also successfully completed four professional exams within his tenure as an actuary: multivariable calculus, probability theory, mathematical statistics and numerical equations.

Representative Engagements

Bankruptcy Litigation

• Testified as expert witness and financial advisor for RMBS Trustees at ResCap confirmation hearing;
• Testified as an expert witness related to the reasonableness of an FGIC settlement offer in the context of ResCap bankruptcy proceedings;
• Retained by Trustees in multi-billion dollar repurchase/put back claim in a major bankruptcy matter;
• Lead consultant to bank trustee related to multi-billion repurchase/ put-back claim associated with a bank merger;
• Lead financial advisor to the Bankruptcy Examiner for Lehman Brothers (Anton Valukas). Advised the attorneys relating to broad-reaching issues such as: valuation, solvency analysis, avoidance actions, dealings with secured lenders and the Barclays transaction. This led to a 2,200 page report released by the Examiner;
• Led analysis of solvency for a fraudulent conveyance lawsuit filed against a leading company related to a former multi-billion- dollar real estate subsidiary company claiming damages in excess of $1 billion;
• Retained by a leading hedge fund in a dispute with a leading international financial services company;
• Financial Advisor to the Administrator of a UK entity, including an independent third-party evaluation of historical valuation methodologies for a portfolio of 5,000+ assets as well as independent historical valuations on highly illiquid assets. Led full recovery and distribution to represented creditors in one of the largest bankruptcy filings in US history;
• Retained by the US Department of Justice related to an alleged Ponzi scheme and associated valuation/solvency matters;
• Testified as an expert witness in Philadelphia Bankruptcy Court (Oct. 2003) on behalf of secured lenders regarding the solvency of a manufacturer of technology;
• Testified in deposition as an expert witness in defense of an investment bank related to alleged damages in association with advice regarding the timing of a restructuring/bankruptcy of a mobile home manufacturer;
• Testified in deposition as an expert witness on the reasonableness of a business case and budget for a large retailer in a bankruptcy/contract dispute;
• Testified in arbitration on behalf of a tractor company in a dispute regarding the value of recovered assets in bankruptcy;
• Testified in deposition as an expert witness on behalf of a large cable company (MSO) against its joint venture partner with regard to cable systems in Puerto Rico;
• Led analysis of solvency at various transaction dates for a multi-billion- dollar commercial real estate finance company in bankruptcy;
• Advised the U.S. government related to the viability of a proposed reorganization plan;
• Led analysis of solvency for a fraudulent conveyance lawsuit filed against a leading global company by a former subsidiary claiming damages in excess of $2 billion;
• Advised counsel for a multi-national bank in defense of their investment banking work performed for a multi-billion- dollar planned joint venture;
• Advised counsel and several hedge funds on the valuation of the derivative features attached to convertible bonds for purposes of arriving at OID (original issues discount) in bankruptcy litigation;
• Led analysis with respect to solvency and valuation issues related to the merger and refinancing of a corporate finance advisory firm;
• Advised on the valuation of a hedge fund relative to the reasonableness of a major transaction prior to the filing for bankruptcy;
• Advised counsel with respect to solvency in large anticipated litigation against group of pre-petition lenders to an international financial services company that spiraled into bankruptcy after fraud was detected;
• Led the retrospective solvency analysis of a supermarket business at various dates for a private equity fund and assisted counsel and insurance companies in effectuating a successful mediation;
• Led the analysis of a preference case filed against a private equity firm and related to the bankruptcy filing of a large financial services company; analyzed convertible preferred stock, produced expert report and rebuttal report and assisted attorneys in deposition preparation;
• Led analysis of solvency for a large fraudulent conveyance lawsuit filed against an international consumer products company; produced expert report and rebuttal report, assisted attorneys in preparation for depositions, drafting of certain motions, development of case strategy, preparation for and participation in trial and post-trial submissions;
• Led analysis of solvency for a preference lawsuit related to a multi-billion- dollar pharmaceutical distribution company; produced expert report and rebuttal report, assisted attorneys in preparation for depositions, drafting of certain motions, development of case strategy and preparation for trial;
• Advised on a retrospective solvency analysis for a large retailer in a preference action.

Complex Litigation

• Leading a team of consultants advising many top retailers on multi-billion dollar damages claim;
• Lead consultant in a litigation matter for a consumer products company related to a breach of contract associated with a major transaction;
• Advising counsel for RMBS trustees in a damages litigation brought by investors; 
• Testified in arbitration for a hedge fund related to the capital adequacy of the fund, reasonableness of projections and economic uncertainty in the financial crisis;
• Retained by leading international investment bank related to valuation and damages associated with a failed joint-venture to the telecom industry;
• Testified in deposition on behalf of plaintiff in a commercial dispute relating to lost profits pertaining to a failed transaction in retail industry;
• Retained to provide the analysis of damages sustained by a new private equity advisory firm that was spun out of a leading international bank;
• Testified in trial with respect to the value of the founder’s ownership interest in a technology company in conjunction with a matrimonial action;
• Testified as an expert witness in arbitration, International Chamber of Commerce (Sept. 2002) regarding the valuation of a minority interest in a European Internet service provider; also quantified damages;
• Testified as an expert witness in New York Supreme Court (Nov. 2002) regarding the value of the unregistered shares of a public Internet company; both sides in case unanimously accepted the testimony;
• Testified as an expert witness in arbitration (AAA) related to fair and reasonable terms and fair market value associated with a long-term agreement between a cable company and a content provider (Feb. 2004);
• Testified as an expert witness in deposition and at a hearing. Produced an expert report on diminution of enterprise value, damages and lost profits to a cruise business due to the outbreak of disease caused by a vendor;
• Testified as a fact witness in deposition and advised counsel on behalf of private equity firm and a multi-billion- dollar chemical company relating to an acquisition. Assessed the pro forma financial outlook and solvency of the combined entity;
• Advised counsel on the appropriate care, transaction price and valuation methodologies in defense of a lead advisor investment bank in the technology and consumer product industry; produced expert report and rebuttal report and assisted attorneys in depositions;
• Advised majority shareholder group related to disputed terms of the purchase of controlling voting shares in a large Canadian company with dual-class ownership structure;
• Advised governmental agency relating to insider trading probe;
• Advised counsel relative to damages associated with a hedge fund (fund of funds);
• Advised counsel in preparation of a preliminary injunction hearing regarding the financial position of a regional airline company post-termination of a contract with a national airline;
• Advised counsel with respect to theories related to damages on a high- profile insurance matter;
• Led the analysis of value provided by executives in managing large company-invested hedge funds;
• Led the analysis of a multitude of derivative transactions for a litigation;
• Advised counsel with respect to solvency and litigation issues in a large planned spin-off of a subsidiary in the consumer products industry;
• Led the analysis of the value of divisions of a large consumer products company in defense of an IRS probe related to a tax-free spin-off;
• Led the analysis of a merger between two market-leading companies and provided a retrospective fairness opinion; conversion ratio;
• Advised a law firm in defense of a damages claim of lost income by a private equity firm from an alleged reduction of capital commitments from investors;
• Advised counsel related to the valuation of a multi-billion- dollar leasing company;
• Advised counsel related to the value of the common equity of a technology company for a Delaware shareholder action;
• Advised counsel on the appropriate financing terms for a telecommunications transaction in preparation for a potential litigation;
• Led the analysis of damages sustained by a leading communications company in connection with a malpractice claim related to a multi-billion- dollar transaction;
• Led the assessment of damages for an early-stage cable television company;
• Advised counsel on the relative value of two contracts and related clauses in the cable and entertainment industry;
• Led the analysis of whether a material adverse change clause applied to the circumstances associated with the decline in 2000 venture capital funding levels;
• Advised a utilities company on the issuance of new securities – debt vs. equity considerations for cost of capital purposes in arbitration;
• Led analysis of a shareholder oppression lawsuit filed in New Jersey regarding the valuation of a privately held trucking company;
• Assisted attorneys in the valuation of a manufacturing company in a purchase price dispute;
• Advised plaintiff on the value of complex options and warrants for purposes of assessing damages in litigation.
  
   

Corporate Finance/Transaction Advisory

• Advised an international private equity fund on the value of a major real estate subsidiary to be spun-off and the value of options held;
• Financial advisor and fairness opinion for a going private transaction in China;
• Financial advisor and fairness opinion for a large Mexican bank merger;
• Advised large telecommunications company as to value of certain tangible and intangible assets related to an acquisition of a controlling stake in a company;
• Advising the board of a publicly traded company regarding company and broad economic trends in the mobile telecommunications industry;
• Advised an investment firm with respect to the price paid for an ownership interest in a telecommunications company, associated warrants and other deal terms;
• Advised on many buy-side valuation issues as part of due diligence efforts for a major telecommunications company;
• Advised a technology company on valuation of the various levels of preferred stock prior to its successful initial public offering;
• Advised a technology company on the benefits of spin-off vs. divestiture;
• Advised on terms of transaction and negotiated on behalf of a technology company;
• Advised on valuation of subsidiary of a technology company for issuance of executive warrants;
• Advised on transactions and valuation matters related to more than ten major Israeli companies;
• Advised shareholder and founder on the value of his company for purposes of put option right;
• Advised a large private equity fund with respect to the value of their illiquid investments for a corporate reorganization;
• Advised a large equity hedge fund with respect to the value of a partnership interest;
• Advised hedge fund executives on the discount associated with shares contributed to a GRAT;
• Advised the board of a public company regarding the fairness of a reverse merger transaction;
• Advised government ministers in their consideration of the privatization of a telecommunications company, a bank and an airline;
• Advised and presented to the board of directors and senior management of a leading technology company on the value of its total intellectual property portfolio for the application of the Delaware Law capital surplus test;
• Advised special committee of the board and largest minority shareholder with respect to the value of intellectual property of a technology company that received a buyout offer determined to be inadequate by the special committee;
• Advised a technology company in its negotiations with several international top-tier companies and several venture capital firms;
• Advised the board of directors of a leading international company with respect to potential responses to a potential hostile takeover bid;
• Advised a private equity firm on the value of the intellectual property of a large electronics equipment manufacturer for purposes of refinancing;
• Advised a large hedge fund with respect to due diligence and the value of loan collateral;
• Advised on the issuance of a solvency opinion for “RemainCo” relative to two of the largest spin offs in history;
• Assisted in the issuance of transaction opinions for several large transactions;
• Advised an international entertainment conglomerate with respect to pre-deal due diligence and valuation analysis;
• Provided independent valuation assessment of investments to board of directors of a major investment fund;
• Sell-side advisory work for a major international IT services company;
• Advised in the successful resolution of a joint venture in a buy/sell option discrepancy;
• For several companies, advised on the value of common shares for issuance of new warrants to management;
• Advised on the restructuring of five distinct businesses owned in a holding company;
• Advised on the restructuring of five distinct businesses owned in a holding company;
• Advised on numerous fairness opinions as a member of review committees in Kroll and Standard & Poor’s Corporate Value Consulting.

Corporate Finance/Strategic Planning

• Advised a telecommunications company relative to financial planning and funding for the launching of a CLEC business;
• Advised a private equity fund focused on technology and telecommunications with respect to the components of several transactions and assessing the value of its common stock;
• Advised on new e-commerce business opportunities and capital investments within large multi-national corporations;
• Advised a subsidiary of an international entertainment conglomerate with respect to the value of its contingent liabilities;
• Developed business case, strategy and valuations for many late stage start-ups;
• Serve as Corporate Finance liaison with the PwC Israel office;
• Valuation and advisory work associated with a dramatic operational turnaround of a multi-billion- dollar company on behalf of an LBO fund over three years;
• Utilized real option valuation metrics to solve complex and uncertain value propositions;
• Advised on the strategic modeling and valuation regarding the combination of major professional sports teams in a joint venture.

Valuation for Tax Restructuring and Reporting

• Valued dozens of subsidiaries worldwide in connection with the spin-off of major technology businesses for determining tax gain/loss;
• Led numerous tax restructuring engagements for a multi-billion- dollar telecommunications company;
• Analyzing broker quote information in determining whether loans, after modifications, are considered publicly traded under the tax rules;
• Advised the owners of a sports team related to the allocation of purchase price to the sports arena for tax purposes;
• Valuation of the subsidiaries and assets of a chemical company as part of the consideration of the tax structure of a large contemplated transaction;
• Valuation of worldwide subsidiaries of a biotech company for the planning of intellectual property holding company restructuring;
• Determined the value of restricted stock discount and/or lack of marketability discount for dozens of companies;
• Valued several businesses for estate tax purposes.

Valuation for Financial Reporting

• Valuation of the common equity and an embedded derivative for a privately held, telecommunications software company;
• Valued the Series C Preferred Stock of an independent marketer of natural gas and electricity;
• Led dozens of engagements related to purchase price allocations and intangible asset impairments - SFAS 141/SFAS 142, SFAS 121, SFAS 133 and APB 16;
• Participated on PwC task force committee to communicate with the SEC on the valuation of In-Process Research and Development;
• Drafted numerous SEC response letters for several major companies on valuation issues, in all cases avoiding financial restatements;
• Numerous engagements related to valuation of options in connection with SFAS 123 and as components of purchase price;
• Assessed discounts for blockage, minority holdings, lack of marketability and restricted stock.
  
   

Education

• M.B.A. in Finance, with distinct honors, Columbia Business School
• B.A. in Economics and Mathematics, cum laude, Yeshiva University

Professional Affiliations, Presentations and Articles

• Professor at Sy Syms School of Business, 2016-2018, “Advanced Valuation and Restructuring”;
• Senior board member and trustee at numerous charitable organizations;
• Strategic Advisory Board member ABI VALCON 2012-2019, co-chair of VALCON 2016;
• Panelist on Financier Worldwide’s 2016 Bankruptcy Litigation Roundtable;
• Lectured at several conferences in 2011 “Lessons Learned from Lehman Brothers Failure”;
• Visiting Lecturer at Sy Syms Executive MBA program and Yeshiva University;
• Presented as part of a 2008 TMA panel in a conference entitles “Valuation: A Minefield for the Expert and Counsel”;
• Authored 2006 Financier Worldwide article titled “Inadequate capital: examining the tests for fraudulent conveyance”;
• Led development and presented many Continuing Learning Education courses for attorneys regarding legal and financial analysis issues related to fairness opinions, valuation, expert witnesses and fraudulent conveyance;
• Led PwC’s and S&P’s internal training programs in corporate finance and valuation each year from 1997 through 2002;
• For S&P in 2004-2005, designed curriculum for national training and analysis of complex client issues along with New York University professor Dr. Aswath Damodaran;
• Presented various topics at industry, accounting and valuation seminars and conferences; participant in ALI-ABA conferences, ABI conferences and other industry conferences.