Forensic Services A year in review
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A year in review
Foreword
2022 has been a year of further growth and expansion for the Forensic Services team. Our five Forensic Services Partners and team of 30 specialist forensic accountants and technologists working across London, Cambridge, Norwich and Birmingham have been instructed on a number of complex assignments, providing support with disputes, forensic investigations, compliance and risk advisory and forensic technology. We were delighted to announce a number of promotions in 2022 including Laura Dymott, Janet Parker, Geoff Gray, Rob Whitefoot, Tom Arnold, Rachel Birch and Anthony Demetriades. Our relationship with global advisory organisation Eight International has been enhanced with the launch of the new international Forensics & Dispute Resolution Network. The move will foster close collaboration with Eight International members specialising in forensic and dispute resolution projects to deliver complex cross-border projects. In the Autumn our forensic technology team upgraded our eDiscovery tool to RelativityOne, a cloud-based document review platform. RelativityOne’s powerful cloud-based data processing, AI and analytics features will enhance the ways in which FRP can create and leverage efficiencies and scalability for its clients.
Our Partners are all accredited expert witnesses whom are regularly instructed and give evidence as party or single joint experts in either family disputes, commercial disputes, and/or arbitration, as well as being expert determiners. We are pleased to be ranked for the fourth year running in Chambers and Partners directory for litigation support services and for the first time in Chambers and Partners for our eDiscovery services. A number of our Partners and Directors are also ranked in Who’s Who Legal. In Summer we held our first national Forensic Services networking event for our instructing solicitors, barristers, litigation funders and professional contacts at Chartered Accountants Hall and were delighted to catch up with so many of our connections in person. We anticipate this will become an annual event. Over 2022 we launched our new webinar series for litigation and dispute lawyers. The three webinars were attended by approximately 250 lawyers and covered the interpretation of financial statements, warranty claims and fraud investigations. We look forward to announcing our 2023 webinar programme soon. In this Annual Review our Partners explain their professional highlights from 2022 and give their predictions for 2023.
Real expertise. Real results.
Nishad Morjaria Partner Forensic Services London City
Our Partner team
Henry Pocock Partner Forensic Services Manchester
Chris Osborne Partner Forensic Services London City
Fiona Hotston Moore Partner Forensic Services Cambridge/Norwich
Jon Dodge Partner Forensic Services Norwich
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Meet the team
Tom Arnold Manager Forensic Services Norwich Holly Baker Manager Forensic Services London City Molly Sandquest Senior Manager Forensic Services London City Josh Cadwallader Assistant Manager Forensic Services Norwich Rachel Birch Assistant Manager Forensic Services London City Jude Corbett Executive Forensic Services Norwich Andrei Williams Graduate Trainee Forensic Services London City Brandon Chung Forensic Analyst Forensic Services London City Fiona Hotston Moore
Geoff Gray Manager Forensic Services London City
Chris Osborne Partner Forensic Services London City
Fiona Hotston Moore Partner Forensic Services Cambridge/Norwich
Fraser Anderson Assistant Manager Forensic Services London City Naomi Gardner Assistant Manager Forensic Services Birmingham Katherine Parker Manager Forensic Services London City
Jon Dodge Partner Forensic Services Norwich Karen Mura Director Forensic Services London City Nishad Morjaria Partner Forensic Services London City Laura Dymott Director Forensic Services London City Rob Whitefoot Associate Director Forensic Services Norwich Graeme Freeland Senior Manager Forensic Services London City
Henry Pocock Partner Forensic Services Birmingham Adrian Coates Director Forensic Services London City Matt Field Director Forensic Services Norwich Janet Parker Associate Director Forensic Services Norwich
Ben Lambert Executive Forensic Services Norwich
Anthony Demetriades Accounting Associate Forensic Services London City
Andrew Fingerett Senior Manager Forensic Services London City
Henry Smith Forensic Analyst Forensic Services London City
Harry Trick Senior Manager Forensic Services London City
Daniel Sobogun Apprentice Forensic Services Birmingham
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Case study
I was instructed as an expert witness on behalf of a luxury car manufacturer (the defendant) responding to a claim by a software developer (the claimant) in the High Court. The claimant alleged that the defendant had unlawfully terminated a contract under which the claimant had agreed to develop a new vehicle option visualisation tool for customers visiting the defendant’s dealer showrooms. The defendant counterclaimed that the claimant had underperformed on the contract and termination was therefore lawful, and also that the claimant misrepresented its experience. Instructed to calculate the defendant’s counterclaimed loss and respond to the opposing expert’s calculation of the claimant’s alleged loss. I was cross examined in the High Court in November.
Chris Osborne Partner Forensic Services London City +44 (0)7983 593 259 chris.osborne@frpadvisory.com
2022: My year in review
This year has been another filled with uncertainty; from coming out of COVID lockdowns, war in Europe, a very unsettled UK political landscape and now the prospect of a significant economic downturn. Despite this ongoing uncertainty, 2022 has been a busy year in our London office. We have continued to expand the team, adding expertise in forensic accounting and forensic technology, with more hires set to join us in 2023. We have been instructed on a multitude of assignments, across investigations and disputes, often involving a high value with an international element.
2023: Predictions for the year ahead Chris predicts an uptick in investigations and disputes as a result of the recession.
Notable assignments
Expert witness on behalf of a landlord responding to a claim by a tenant, who operates a luxury gym, for an arbitration held under the Commercial Rent (Coronavirus) Act 2022 Acted as expert witness on behalf of a claimant, an export business in South America in a loss of profit claim against a group of companies which were party to a settlement agreement
Acted in an advisory capacity on behalf of a construction company in a potential warranty insurance claim Instructed by a large national charity to investigate suspicions that a former member of their central finance team may have misappropriated and/or diverted charitable funds
“All the indications are that the UK economy is due for a major downturn. Accordingly, I would
until clients have more certainty as to the future economic outlook and their own position. However, we will continue to see investigatory work needing to be undertaken quickly due to regulatory issues, or a need to resolve issues as expediently as possible in order to take recovery actions etc.”
anticipate a corresponding increase in investigations and disputes deriving from the predicted economic downturn. The level of work will be deadline driven and issues that can be delayed will be
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Case study
I was instructed as an expert witness on behalf of a construction company (the claimant) in respect of a professional negligence claim against a firm of solicitors, arising from the advice given in relation to the disposal of a business. The company was claiming for the loss which arose as the actual consideration for the sale was significantly lower than expected. I was instructed to give my opinion on the market value of the business at the time of the sale, which had taken place ten years earlier. I prepared financial and market analysis looking at the information available at the time of the sale. I considered the relevance of alternative methodologies and gave an opinion on the value that an alternative purchaser might have placed on the company. Following the valuation, a joint report was prepared, with the other party’s expert. The matter was settled just prior to the Court hearing in favour of our client. The lawyers commented that the work undertaken by FRP had placed the client in a good position to negotiate the deal achieved.
Fiona Hotston Moore Partner Forensic Services Cambridge/Norwich +44 (0)7770 642 491 fiona.hotstonmoore@frpadvisory.com
2022: My year in review
2022 has been a busy year in our Cambridge and Norwich offices. We have continued to expand our specialist Forensic Services team with the addition of two newly qualified accountants. I have been instructed on 38 new matters including 19 engagements as single joint expert.
Notable assignments
2023: Predictions for the year ahead Fiona expects to see a spike in post-acquisition disputes and continued demand for warranty claims.
Acting as party expert in a matrimonial case involving the valuation of a number of hotels and clubs Undertaking a forensic investigation following a whistle-blower report regarding allegations of fraudulent accounting Acting as party expert valuer on a professional negligence claim arising out of the sale of a business Acting as party expert on a professional negligence claim against a tax adviser regarding a failed tax scheme
Acting as party expert on a commercial dispute regarding a breach of contract
Acting as a party expert on a personal injury claim and the assessment of the trading losses Acting as a party expert in an international arbitration regarding a breach of contract
“Both 2021 and 2022 have been buoyant times for business sales and many of these deals will have reflected recent positive trading results. The deals may include deferred or contingent consideration. The trading performance since the deal may have deteriorated and in such situations the
buyer may look to recover part of the consideration paid or to avoid paying deferred consideration. Disputes arising out of SPAs (sale and purchase agreements), including warranty claims, are already hitting our desks and I would expect these to continue in 2023.”
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Case study
I was appointed as independent accounting expert by solicitors acting for the claimant (a company in liquidation) in a dispute regarding its involvement in a large-scale VAT fraud. Before the company entered liquidation, some of the proceeds of the fraud were used to buy two companies. The claimant asserted that the companies were worth significantly less than the purchase price, and that the payments represented a sham transaction designed to conceal the dissipation of the proceeds of the fraud. The defendants argued that the purchase of the companies represented a genuine commercial transaction conducted at arm’s length. I performed a valuation of the two companies. As both companies were based in jurisdictions that did not require financial statements to be filed, and neither maintained accounting records, our Forensic Services team had to prepare the companies’ accounts. I valued the companies using a valuation multiples methodology, which indicated an underlying value significantly less than the price at which they were sold. After submission of my expert report and the joint statement of experts, the matter settled in favour of our client.
Nishad Morjaria Partner Forensic Services London City +44 (0)7936 340 309 nishad.morjaria@frpadvisory.com
2022: My year in review
2022 has been a positive year of growth and renewal following the COVID-19 pandemic. Overall, the disputes market for expert witness and advisory work has returned as new claims which were put ‘on hold’ during the pandemic have been reactivated, particularly with regards to those with international dimensions. In addition, it appears that, as has already been touched upon, that there has been a significant uptick in the number of post M&A disputes and expert determinations as deals concluded during the pandemic are re-examined where performance has not been as anticipated, or where deferred consideration is falling due. Notable assignments
2023: Predictions for the year ahead Nishad predicts the rise of disputes related to the COVID-19 pandemic in 2023.
Being appointed to the Independent Advisory Panel reviewing and recommending outcomes for postmasters’ claims under the Post Office Historical Shortfall Scheme. This was set up to provide financial compensation to postmasters who had to cover financial shortfalls in their branch accounts caused by the Horizon IT system
A cross-border post M&A dispute advising the Purchaser with respect to its submissions to an independent accounting expert on the preparation of and adjustments to completion accounts for the acquisition of a business operating in the energy sector Advisory work in relation to the calculation of quantum on an international arbitration claim under a financing agreement
“Whilst we have already seen certain disputes arising in this regard during 2021 and 2022, for example disputes around valuations undertaken during the height of the pandemic, Coronavirus Rent Act claims and business interruption, in my view 2023 will see a further increase in post-
pandemic disputes. This is linked to the renewed appetite for formal dispute resolution referenced above, but also the rise of litigation funding and the deals that law firms are entering into with funders to source a portfolio of claims.”
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We provided input to the drafting, ensuring that the disputed items linked to the requirements of the SPA. Once any prospect of a negotiated settlement had evaporated, the expert determination process was triggered. We drafted the bulk of the client’s submission to the Independent Accountants, linking back to underlying evidence and explaining clearly how the client’s calculation reflected the requirements of the SPA. In doing so, we have worked closely with the client’s team and lawyers and feedback has been extremely positive. Throughout the engagement we advised the client as to the strengths and weaknesses of the matters in dispute, enabling the client to evaluate settlement options as the matter progressed. While the expert determination process has not yet concluded, we have been successful in putting the client’s case forward in a strong and persuasive manner.
Henry Pocock Partner Forensic Services Birmingham +44 (0)7751 930 083 henry.pocock@frpadvisory.com
2022: My year in review
2023: Predictions for the year ahead Henry is predicting that increased scrutiny of ESG commitments will give rise to investigations and disputes.
Having founded the Forensic Services team in Birmingham at the end of 2021, the focus of my year has been building the practice. The release of COVID-19 restrictions and return to the office has meant that I have been able to meet up with existing contacts and make several new ones. During the year I have been instructed on a range of matters, including a complex transaction dispute and a multi-million pound loss of profits claim. I have been heartened by the positive reaction from the market to the launch of the practice which is testament to FRP’s strong reputation both locally and nationally. What’s been particularly encouraging is being able to draw a line between business development activity, opportunities and engagements. Any new job is nice, but meeting a contact, developing a relationship and then having the chance to propose for some work is a good feeling. Case study Since early May I have been advising the seller in an earn-out dispute. The buyer had presented the seller with accounts showing that no earn-out consideration was payable. The seller disagreed and had prepared an alternative calculation showing that the full earn-out consideration was payable. We were engaged just a few days before the dispute notice had to be served so needed to get up to speed quickly with a particularly complex mechanism.
“Organisations are increasingly focused on their ESG performance with stakeholders, including non- executive directors and investors, keen to understand the steps being taken to measure sustainability and ethical impact. Where contracts impose ESG related obligations on a company’s supply chain there is the potential for things to go wrong, particularly in the current economic climate where suppliers are coming under stress as inflationary pressures result in increased labour and materials costs.
I’m anticipating an increase in contract compliance investigations where companies suspect a supplier of cutting corners or failing to meet commitments, and for those investigations to result in contractual disputes. The measurement of losses will likely throw up some interesting points, particularly where there are allegations of reputational damage.” Henry also agrees with Fiona’s prediction of a rise in M&A disputes: “In anticipation of a growth in M&A disputes, I’ll be sharing insights and experiences on the topic on LinkedIn during Q1 of 2023 .”
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Case study
I was instructed as an expert witness by solicitors to the Defendants in a Commercial Court case involving an alleged directors’ breach of fiduciary duty in the context of a Private Equity backed Management Buy Out of a large corporate Group at a value of approximately £100 million. The shareholder Claimant maintained that the Group, when sold, had a true value of in excess of £200 million. Our work comprised an assessment of the value of the Group at various dates, its marketability, alternative sales mechanisms and whether the MBO process was run properly. At trial, the Claimant’s expert valued the Group at in the region of £173 million. My evidence was that the price paid was a full valuation. In the final Judgement, the Judge noted that “Mr Dodge had extensive experience of private equity backed transactions” and that “when it came to the granular points of disagreement it appeared to me that Mr Dodge also had the better of the argument.” The Judge concluded that “the valuation produced by Mr Dodge was more robust and was to be preferred” and found in favour of the Defendant in all respects.
Jon Dodge Partner Corporate Finance/Forensic Services Norwich +44 (0)7775 696 809 jon.dodge@frpadvisory.com
2022: My year in review 2022 has continued to be a busy year for our specialist matrimonial and business valuation team. As a Forensic Services Partner, I have been instructed on 29 business valuation cases during the year and have given evidence in Court on three occasions. As a Corporate Finance Partner, I have also acted as lead adviser on 13 M&A transactions. FRP’s Forensic Services valuation experts all either have direct experience of, or access to, a huge amount of up to date information relating to real world M&A transactions. This is a point of difference that provides additional depth and credibility to our valuation opinions.
2023: Predictions for the year ahead Jon is expecting company valuations to become even more complex in the next year or two.
Notable assignments
Acting as single joint expert on a matrimonial matter valuing ten companies operating in the hospitality sector Acting as single joint expert on a matrimonial matter valuing a group of companies trading in the retail footwear sector
Undertaking an expert reconstruction of the accounts of a property development business covering a period of 24 years Acting as single joint expert to consider the value, liquidity and income producing capacity of a large mineral extraction and waste management company in a matrimonial matter
“Company valuations have been complicated over the last two years as valuers have grappled with the impact of covid and in some industries a “post- COVID bounce”. As the impact of the current recession and world supply chain problems become more visible through
company results in 2023, updating opinions will be required in more cases. In new matters, this will be yet another variable for the company valuer to take account of. Great care will need to be exercised in all cases to take account of these various influences on company performance.”
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Case study
FRP’s Forensic Technology team was instructed to assist on a large-scale litigation matter in the construction industry. Collaborating closely with a client’s IT team, a fully remote collection plan was implemented which included the imaging of laptops and mobile phones, along with the extraction of data from cloud hosted platforms and proprietary in-house systems in the UK and Morocco. In total 2.3TB of data was collected from thirty- five custodians. To assist with building an early understanding of the data universe we carried out rolling deliveries of data to Relativity, and the legal team conducted an initial targeted review based on keyword searches to gain a better understanding of the issues at play. Due to the volume of data loaded to Relativity and the guidelines within Practise Direction 57AD, we deployed Continuous Active Learning (CAL) that was utilised to ensure that the document review exercise completed in the most efficient and cost-effective manner.
Adrian Coates Director Forensic Services London City +44 (0)7709 713 214 adrian.coates@frpadvisory.com
2022: My year in review
This year the Forensic Technology team transitioned our Relativity eDiscovery offering from an on-premises server environment, to RelativityOne, an Azure cloud-hosted SaaS offering. This involved the migration and archiving of some 40TB of data with a total file count approaching 100 million. This was achieved without any disruption to service across 120 distinct projects. We continued to support our colleagues across multiple offices and pillars with all large data processing and analytics requests, along with computer forensic investigations. We also continue to provide eDiscovery services to external law firms and the team at Eight Advisory. Notable assignments
2023: Predictions for the year ahead Adrian expects to see greater consideration given to the investigation of back-channel communications.
Providing consultancy and eDiscovery services to a law firm representing a large vehicle manufacturer in a £30 million claim against a number of entities in the logistics arena. The clear and early understanding of the client’s data landscape enabled the law firm client to achieve a favourable settlement
Provided eDiscovery support to a client involved in a £100 million dispute over the valuation of a joint venture. This project relied heavily on the use of AI to review a document population of 4.2 million Supported FRP’s Contentious Insolvency team on a significant claim against former directors of a company which involved analysing some 4TB of data
“In 2023 I predict the continued increase in the volume of data which needs considering, which will drive the adoption of AI based solutions to assist with making an informed decision across very significant data sets.
I also expect following recent judgements in the US, greater consideration given to the
investigation of potential back-channel communications such as WhatsApp on mobile devices, which are not typically known to the business.”
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Tips from our webinar: Breach of warranty claims - a review of the key issues
Is the buyer’s loss always a multiple of the overstatement of profits? Many businesses are valued based on a multiple of “underlying EBITDA” so if that can be shown to be overstated then the loss suffered would likely be the amount of the overstatement times by the purchase multiple (e.g. if “underlying EBITDA” was overstated by £1 million and the purchase multiple was 6, the loss suffered would be £6 million). However, it’s not always as simple as that, if the overstatement of financial performance is down to a one-off non-recurring expense, then it may be that there is no impact on “underlying EBITDA” and therefore no loss. The buyer has discovered that net assets of the target business are overstated, what is the loss? Where a buyer has had to write off fixed assets because they are impaired, stock which is unsaleable or debtors which are uncollectable the question is whether there is a resulting loss suffered by the buyer. There are three possible outcomes: 1. There may be no loss, for example if the write off has been caused by the application of a different accounting policy, or there is no cash cost to the buyer (e.g. the discovery of old stock items which can simply be thrown away).
The first of our 2022 webinars looked at the key issues arising in breach of warranty claims from a forensic accountancy perspective. Many of the warranty claims we get instructed on involve allegations that the sellers overstated the financial performance or position of the target in the run up to the transaction, thereby inflating the sale consideration. During the webinar we addressed questions we are often asked by instructing solicitors: The target’s accounts were audited, does that mean they can’t be challenged? Sellers often give a “true and fair” warranty over audited accounts and take comfort from the fact it mirrors the audit opinion. That doesn’t mean there can’t be a warranty claim, for example events may have occurred between the date the auditors gave their opinion and the date the warranty was given which now call into question the accuracy of the accounts. Ultimately, it’s the sellers who are giving the warranty and not the auditors so they should consider carefully whether there’s anything that has occurred that might give rise to a claim. It’s also important to note that many companies’ annual financial statements are not audited and thus warranting the accuracy of those accounts presents a higher risk to sellers.
The sale price was agreed by negotiation, how do you measure the loss? 3. There may be a loss on a multiple basis, for example if the target has routinely overvalued stock meaning an overstatement of underlying profits. 2. There may be a loss on a pound for pound basis, for example if the buyer has to incur repair costs to a fixed asset. For many mid-market transactions, the sale price is often the result of a commercial negotiation or “horse trade”
between buyer and seller. Consequently, it can be more difficult to establish how a buyer would have reacted had it been aware of the true situation. While it may not be recorded in a valuation model, there will usually be some logic behind the purchase price negotiation. Having understood this, we can use commonly accepted valuation methodologies to quantify the loss suffered. That said, keeping a contemporaneous record of the basis of valuation, key assumptions etc. is a good way to avoid any future debate.
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Tips from our webinar: Interpretation of business accounts
In September 2022 we delivered the second of our webinars and looked in detail at the interpretation of financial statements. In this article we cover three of the areas which were considered in the webinar.
Components of financial statements
Director’s report, auditors report, strategic report, corporate governance report
Reports
Profit/loss account
Records the revenue generated and costs incurred by the company during the accounting period
Balance sheet
Provides a snapshot of the assets and liabilities of the company as at the accounting date
Statement of changes in equity
Shows the changes in the owner’s or shareholder’s equity during the accounting period
Cashflow statement
Summarises the amount of cash and cash equivalents entering and leaving the company in the accounting period
Red flags in analysing financial statements:
Key considerations in reviewing the cash flow statement:
Provide additional information pertaining to a company’s financial performance and position
Notes
Non recurring or exceptional income or expenses eg restructuring costs, settlement of a legal claim, profit on sale of a fixed asset, FX gains Reported profits significantly exceeding operating cashflows Increasing work in progress or accrued revenue Contingent liabilities Related party transactions Post balance sheet events Prior year adjustments Qualified audit opinion and changes to accounting policies
How does the cash generated from operations compare to profits? Has the company purchased substantial fixed assets or sold fixed assets? Has the financing structure changed eg new loans, repayment of loans, share issues?
What are the trends year on year? Is turnover increasing or decreasing? If turnover is increasing is this reflected in gross profits? Have overheads increased and how do these compare to gross profit? Key considerations when reviewing the profit and loss account and thus financial performance:
What is in other operating income (if anything)? Is it the consolidated profit and loss including all group entities? Are results exceptional or consistent with earlier years?
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Tips from our webinar: Investigating fraud – current trends and future predictions
We concluded a series of forensic accounting webinars with a review of the fraud landscape which included highlighting trends from our recent investigations and expectations for 2023 and beyond. During the course of the year we have seen the collapse of cryptocurrency exchange FTX amidst allegations of fraud (which are yet to be established), a report suggesting over £4 billion was lost to fraud in the Government’s Coronavirus Job Retention, Eat Out to Help Out and Self-Employment Income Support schemes and the conviction of David Ames in relation to the Harlequin Group investment scam, amongst many other reports. The scale of the problem seems ever-increasing and we are inundated with eye-catching headlines concerning new scams and worrying statistics regarding the incidence and extent of fraud. We envisage the current economic headwinds are serving to create a perfect storm for a continued increase in fraud, including as a result of: Inflationary pressures, increasing interest rates, supply chain issues and volatile markets which can contribute to increased pressure on individuals and businesses; Staffing shortages, remote working and lingering COVID-19 may present fraudsters with an opportunity to bypass controls; and
Our webinar coincided with the release of the House of Lords report Fighting Fraud: Breaking the Chain. The report finds that fraud is the most commonly experienced crime today, comprising 41% of all crime against individuals, with losses in the last year reaching £4 billion. The report estimates 80% of fraud is cyber-enabled. Unsurprisingly, technology featured high on our agenda as it has become a key enabler for fraudsters to commit, conceal and communicate nefarious activities. While the situation may seem gloomy, there are reasons to be optimistic. Six steps were identified by the House of Lords report to break the fraud chain, and we will be interested to see how many of those recommendations are put into practice. We rounded off our webinar by looking at the benefits of utilising technology - it is critical for firms to put in place controls to mitigate nefarious activity and as a tool for investigators to catch them. The use of data analytics, blockchain technology, Artificial Intelligence and open source intelligence assists with the prevention and detection of fraud. The increase in speed and access to evidence from disparate sources Financial and funding challenges and volatile markets provide the rationalisation, particularly where business failure looms large.
2023 events
together with collaboration between different professionals including legal professionals, law enforcement, regulators and investigators across jurisdictions all contribute to an investigator’s toolkit. We acknowledge that if assets have been misappropriated, the cost-benefit analysis of undertaking an investigation may be questioned. On one hand, the perpetrator(s) could be identified, but for victims, the victory can be hollow if there is limited or no recovery of funds. Technology enables fraud investigators to work quickly and efficiently and assist with the key decision-making process.
Look out for our networking and webinar events across 2023.
At present we have a networking event in Birmingham planned for spring, with a new webinar series starting in spring/ summer, followed by two networking events in London and Cambridge across June and July. Finally in December we will be hosting our annual networking event in Norwich.
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FRP Advisory
110 Cannon Street London EC4N 6EU
December 2022
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