JAMES D. CLARK, CPA - Deloitte United States



Fred S. Partner, CPA

Someplace, MN 01776

555-513-9132

FSPartner@

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SENIOR FINANCE EXECUTIVE

Senior financial executive and Big 4 audit partner with over 20 years of extensive finance, public accounting and international experience. Proven track record of leading multinational/multifunctional teams and serving software, technology, manufacturing and consumer business companies. Significant experience working with complex software revenue recognition models (SOP 97-2 and related interpretations) as well as European public companies with SEC filing requirements. Demonstrated ability to manage difficult situations and solve complex business issues. Areas of expertise in:

• SEC Reporting, Rules and Regulations

• IFRS

• Complex Revenue Models

• Mergers and Acquisitions/Due Diligence

• Internal Controls

• Risk Management

• Derivatives and Foreign Currency

• Staff Management, Training and Development

PROFESSIONAL EXPERIENCE

DELOITTE & TOUCHE

Audit Partner – Location, MN 2004 – present

Audit partner serving technology clients with an emphasis on software companies, including some of the most significant and complex software clients in the practice. Advise senior executives and audit committee members regarding the propriety of their accounting and financial reporting practices as well as providing recommendations to improve the quality and transparency of their financial statements. Extensive interaction with operations and investor relations personnel. Provide insights to current internal and external matters affecting clients, including corporate governance, revenue recognition, share-based compensation arrangements, income taxes and acquisitions. Serve several technology start-ups anticipating future public offerings. Manage and supervise approximately 50 professionals.

Led client through the orderly resolution of a complex stock option restatement. Facilitated direct discussions with the SEC’s Office of the Chief Accountant. Worked closely with Deloitte’s National Office and the client to prepare comprehensive pre-clearance letter to the SEC.

Guided a public company being acquired via a reverse acquisition by a carve-out business of a foreign private issuer. Advised client on a number complex accounting matters related to this $300 million transaction and instructed the client on the proper presentation of pro forma financial statements in the proxy statement.

Instructed new audit client on the remediation of numerous material weaknesses in their internal controls. Helped this public company remediate ten material weaknesses over a three year period.

Public Company Accounting Oversight Board has reviewed audit work with no significant deficiencies identified.

Guided management in drafting responses to SEC comment letters.

Serve as a quality control review partner for public and privately-held clients.

Trained senior executives at public companies on software revenue recognition rules. Enhanced their understanding of the complexities of their business models and prepared them to be more effective in negotiating with customers.

DELOITTE & TOUCHE

U.S. Audit Partner (admitted June 2001) – Foreign country 1999 – 2004

Developed enhanced quality assurance policies and procedures for Deloitte & Touche in foreign country, including policies and procedures regarding technical consultation protocol, engagement quality assurance reviews, independence and client acceptance. Served audit clients with SEC filing requirements in four Nordic countries – Sweden, Norway, Denmark and Iceland. Obtained significant experience working with IFRS in connection with such clients. Served as independence compliance leader for the foreign firm. Consulted on complex SEC independence matters with the Deloitte U.S. National Office.

Led the multinational audit of Sweden’s largest manufacturer of passenger and commercial transport vehicles. Coordinated with engagement teams in approximately 20 countries. During this period the company sold its car subsidiary to one of the three largest U.S. auto manufacturers for $6.5 billion. Responsible for the audit of the leasing division and the corporate audit including the U.S. GAAP reconciliation and annual report filed with SEC.

Served as the SEC Engagement Reviewer on the world’s largest ball bearing manufacturer.

Served on the audit of the foreign firm subsidiary of the world’s leading mobile telecommunications operator. This company was listed on the Stockholm Stock Exchange and the parent company is listed in the UK and the U.S.

Assisted clients with the simultaneous listing process of their equity securities on multiple stock exchanges.

Led Deloitte & Touche Sweden Risk Management Committee – responsible for communication of and compliance with Deloitte Touche Tohmatsu (“DTT”) global firm policies and procedures, SEC reporting compliance, U.S. GAAP/U.S. GAAS compliance, and risk management on significant cross border engagements. Served as the lead technical partner for significant cross border engagements.

Drafted and negotiated comfort letters with investment bankers on cross border securitization transactions.

Collaborated with the DTT Practice Protection Group related to certain significant risk management issues.

Conducted audit manager training throughout Europe.

Performed Deloitte & Touche practice office reviews in Denmark, Italy and Poland.

Conducted U.S. GAAP, U.S. GAAS, Sarbanes-Oxley, and independence training for foreign partners and staff.

Trained foreign country public companies in the pharmaceutical, telecommunications and automotive manufacturing industries on U.S. GAAP and Sarbanes-Oxley regulations.

Extended overseas assignment an additional year at the request of the managing partner to assist with the integration of all former Arthur Andersen personnel in Foreign Country who had recently joined Deloitte & Touche.

DELOITTE & TOUCHE

Audit Staff to Senior Manager – San Francisco, California 1987 – 1999

Planned, supervised and executed audit engagements of public and privately-held companies. Developed internal control and accounting policy recommendations for clients.

Served as audit manager on one of the largest gold mining companies in the world. Guided client on the accounting and reporting of a $500 million acquisition of a Canadian gold mining company accounted for as a pooling-of-interests. Traveled extensively throughout the United States on this multi-location engagement.

Guided significant aerospace manufacturer through the Chapter 11 bankruptcy process which was one of the largest bankruptcies in Alameda County in the mid 1990s.

Served as the senior audit manager on IPO roll-up transactions in the packaging and fastener industries. Managed multi-location audits from the Bay Area and traveled extensively.

Advised joint venture client on the accounting for a complex debt defeasance transaction that occurred in connection with the relocation of a National Football League franchise back to the Bay Area.

Conducted due diligence and led a carve-out audit of a business to be acquired from a Swiss conglomerate.

Discovered significant tax fraud scheme during a due diligence engagement for an audit client. Saved the client approximately $1 million in connection with the purchase price on the acquisition.

EDUCATION AND CERTIFICATIONS

• B.S. in Business Administration with an emphasis in Accounting, State University, 1987

• Executive Education – Kellogg Graduate School of Management, Northwestern University and the International Institute for Management Development (Lausanne, Switzerland)

• Certified Public Accountant in the States of California, Massachusetts, Maine and Rhode Island

• Passed all four parts of the Uniform CPA Examination on first attempt while still in college

• Past president, Beta Alpha Psi honorary organization for accounting and finance students, San Diego State University

PROFESSIONAL AFFILIATIONS

Member of the American Institute of Certified Public Accountants

Member of the Massachusetts Society of CPAs and the California Society of CPAs

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