JONATHAN S. POLONSKY
July 2016
COMPASS LEXECON 332 S. Michigan Ave. Chicago, IL 60604-4937 (312) 322-0283 (direct) (312) 322-0218 (fax)
[email protected]
FIELDS OF SPECIALIZATION Mergers & Acquisitions, Valuation, Corporate Finance and Damages, Corporate Governance, Private Equity / Venture Capital customs and practice EDUCATION M.B.A., THE UNIVERSITY OF CHICAGO GRADUATE SCHOOL OF BUSINESS: Chicago, Illinois, 2004: Concentrations in Finance and Strategic Management B.A., WASHINGTON UNIVERSITY IN ST. LOUIS: St. Louis, Missouri: Economics, Cum Laude
PROFESSIONAL EXPERIENCE Compass Lexecon (formerly Lexecon), Chicago, Illinois (June 2013 – present): Vice President Compass Lexecon (formerly Lexecon), Chicago, Illinois (October 2005 – June 2013): Senior Economist; Discover Financial Services, Riverwoods, IL (July 2004 - October 2005): Senior Associate Exelon Corporation, Chicago, IL (Summer 2003): Corporate Finance Summer Internship Federal Reserve Bank of New York, New York City, New York (July 2000 - July 2002): Markets Analyst Macroeconomic Advisers, LLC, St. Louis, Missouri (January 2000 - July 2000): Research Assistant Lexecon, Chicago, Illinois (June 1998 - January 2000): Research Assistant
PRINCIPAL CONSULTING ENGAGEMENTS Consulting engagements include include the following types of assignments: • Litigation related to Mergers and Acquisitions, including valuation, corporate governance/sale process evaluation, and appraisal matters • Corporate Finance and Damages includes analyzing and calculating damages from lost profits, breaches of fiduciary duty, capital structure changes, allegations of aiding and abetting fraud, etc. • Private Equity / Venture Capital customs and practice engagements refers to litigation surrounding the role of private equity and venture capital investors in evaluating new businesses, hiring and firing management, idea novelty, etc. Examples include: • Appraisal matter involving a grocery company (case citation confidential)
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Valuation of a grocery company relating to their acquisition by a competitor Valuation methods included DCF, comparable company multiples, and residual earnings
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Appraisal action involving a water jet cutting company (case citation confidential) o Analysis of corporate governance issues relating to the acquisition of Flow by AIP, including merger provisions and sale process o Valuation of Flow International Corp
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Litigation regarding the merger of two financial services companies (case citation confidential) o Analysis of market evidence regrading the merger consideration (analyst commentary, event study, etc.) o Analysis of deal protection provisions in the merger agreement
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In Re: H.J. Heinz Company Derivative Class Action Litigation o Analysis of corporate governance issues relating to the transaction, including the deal protection provisions in acquisition of Heinz by Berkshire Hathaway and 3G Capital
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In Re: Epicor Software Corporation Shareholder Litigation o Analysis of corporate governance issues regarding the acquisition of Epicor by Apax Partners, including deal protection provisions and management conflict of interest o Analysis of the market evidence regarding the merger consideration (analyst commentary, event study, etc.)
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David E. Brown v. Authentec and others o Analysis of deal protection provisions in acquisition of Authentec by Apple
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Litigation relating to the acquisition of an auto parts manufacturer (case citation confidential) o Analysis of incremental premiums paid to high vote shares in transactions involving a dual class transaction structure o Analysis of market evidence and support for the payment of the incremental premium
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Litigation relating to a rogue foreign currency trader at a Maryland bank (case citation confidential) o The bank alleged that prime account banks aided and abetted fraud committed by a rogue foreign currency trader o Engagement involved analyzing the rogue trader’s trading positions and reviewing how he fraudulently concealed his losses
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Hugh M. Caperton et. al. v A.T. Massey Coal Company o Analysis of damages associated with alleged tortious interference and fraudulent actions against a coal mine operator by A.T. Massey
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In re: Google Inc. Class C Shareholder Litigation o Analysis of shareholder claims of damages associated with Google’s issuance of a nonvoting public share class
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Litigation involving the alleged usurpation of business opportunities by a REIT partnership (case citation confidential) o Analysis involved the valuationof allegedly stolen regional mall acquisitions
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Litigation involving the the alleged theft of a business idea involving large cruise-ships by a large entertainment conglomerate (case citation confidential) o Analysis involved reviewing customs and practice in the private equity industry as it relates to evaluating new business plans o We were asked to evaluate whether a private equity firm would deem the idea novel and disruptive
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Champlain Advisors, LLC v. Quantum Energy Partners, LLC o Analysis of customs and practice in the hiring and payment to placement agents used to raise funds for a private equity firm
RESEARCH “Mexico and East Asia: Case Studies in International Financial Crisis”, Senior Honors Thesis, Washington University in St. Louis, St. Louis, Missouri (1998).
EXPERT TESTIMONY Declaration of Jonathan Polonsky Re: Tony Ashraf, et al v. Fortinet, Inc., et al; In the Superior Court of the State of California, County of Santa Clara, Case No. 1-10-CV-185571, (August 16, 2012).
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