as a part of seminar series
"Silicon Valley Best Practices. Kiev Master Classes"
October 18, 2007

BayView Innovations continues its exclusive venture business seminar series, and invites you to a meeting with Olga Danilevitch – a professional in the area of corporate governance and regulatory compliance with GAAP, IFRS and SEC Reporting Standards.

Olga is a consultant in the area of corporate governance and regulatory compliance with GAAP, IFRS and SEC Reporting Standards. She is a founder of MARYTREE Corp, a startup company that develops a technology that utilizes XBRL taxonomy for GAAP and Global Financial Reporting standards. She also works part-time as Interim Controller at Moody’s Wall Street Analytics, a wholly-owned subsidiary of Moody’s Investor Services.

Prior to launching her own consulting practice Olga was with Resources Global Professionals, an international professional services firm (NASDAQ: RECN) that provides 500 Fortune public companies with highly experienced executive-level professionals on a project basis. Among Olga’s projects were the Restatement/Recertification of Financial Statements of Mercury Interactive Corp; acquisition of a BioTech company, Xenogen Inc, by Caliper Life Sciences, and acquisition of Wall Street Analytics by Moody’s Financial Services.

Before joining Resources Olga worked as a Controller at OpenTable, Inc, a leading provider of a software marketing and online reservation tool for restaurant industry, and as an Assistant Controller at Communication Intelligence Corp. (CIC), a public company that manufactures biometric signature verification software. Olga moved to the US in 2001 from Minsk, Belarus, where she worked for 9 years in the banking industry, from an Associate to Controller and Chief Financial Officer of two commercial banks.

Olga holds Masters of Art in Linguistics degree from the Minsk State Linguistic University and an MBA degree with Honors (focused in Finance) from the Belarusian State Economic University. She is a member of the Institute of Management Accountants, Financial Women Association of San Francisco and XBRL US Inc.

SCHEDULE

9:30 – 11:00 Session 1: The Rapidly Changing Playground for Global Business Environment. The Role of Financial Compliance.

Session Key Topics:

• The Notion of the Regulatory Compliance. What major types of the Regulatory Compliance are out there in the business environment? What roles do they play in the M&A deals?
• Who rules Financial and Accounting Compliance? What are the global influence of the SEC, FASB, PCAOB, IASB, Big FOUR and AICPA?
• The need for a universal standard of financial reporting rules and business performance judgment.
• Steps made to the convergence to the universal accounting and reporting standard.
  

11:15 – 12:30 Session 2: M&A transaction as a process. Regulatory compliance as a road map for M&A process.  

To be successful in the merger and/or acquisition both parties (buyers and sellers) should understand that M&A transaction is a process. The Regulatory Compliance serves the role of a referee and a road map in this process.

Session key topics:

• M&A transaction is a complicated process and needs to be done in clearly defined stages. The successful completion of each stage increases the likelihood of the successful merger or acquisition but it does not guarantee the deal close. Learn how to avoid major pitfalls in this process.
• Preparing for an acquisition requires advance planning and a discipline in execution. Buyers and sellers have different incentives in the M&A deal. Sellers should focus on Price Increase Drivers while buyers would look for Price Discount Factors. Certain compliance rules will help both sides to negotiate in a more efficient way
• The importance of Credible Financial Statements and Corporate Governance. What increases and what minimizes your risk in the deal closing.
  

13:00 – 14:00 Session 3: Key Aspects of the Pre-M&A Financial Due Diligence. 

Corporate acquisitions and mergers have become a key component of modern, global industrial development strategies. However, along with the potential benefits, a merger or acquisition also brings high-level risks that are hard to ignore. Worldwide merger statistics reveal that more than 70% of M&A deals end in failure. The buyers fail to achieve the strategic or financial goals they established when they made their deals. The sellers fail to close the deal and exercise the business exit. Learn about the reasons behind it and the ways to minimize risk involved.

• Except for strategic errors, the failure of an acquisition is almost always rooted in one or more of the following three causes: One – the acquisition price was too high; two – the buyer`s interests were not rigorously protected in the acquisition agreement; and three – the acquired company cannot be smoothly integrated.
• It is generally recognized that various sorts of pre-acquisition due diligence can greatly reduce the risk of failure in the M&A deal and that financial due diligence is especially important. However, there is much disagreement about which elements should be receiving the most attention. While there is no-size-fits-all formula but at a minimum, the pre-M&A due diligence should include operational, financial, accounting and tax aspects.
• What are the Financial Black Holes and what to do when they are discovered? Impact on valuation.
• The effective financial due diligence, completely focused on an acquisition deal, is relied upon to get three important things right; the valuation of the company, the provisions written in the stock purchase agreement, and post-acquisition integration.

XBRL(eXtensible Business Reporting Language) is an emerging global standard in the field of financial reporting through the Internet. This XML-based language is successfully used in Europe and is planned for mandatory implementation in the US by the end of 2008. It will revolutionize financial information exchange between the market participants.

Seminar partners: 
Capital Strategy consulting company,  IT Ukraine association, community Mobile Monday, Technobridge international fund.

PARTICIPATION:

1. Master-Class
   
   • 1250 UAH – for all participants
   • 1100 UAH – for participants, who have prior registration on http://www.bayviewinnovations.com/en/registration/071018OD/  before 13 Oct

   Special conditions for seminar series "Silicon Valley Best Practices. Kiev Master Classes" participants:

   • 1000 UAH – for participants of 1 master-class or more
   • 750 UAH – for participants of 3 master-classes or more
   • 500 UAH – for participants of 5 master-classes
     
2. In press-section: only for accredited press

You can get additional information by phones  +380442238182 or  +380442298182, or by e-mail reg@bayviewinnovations.com.