Sharon Bromberg

Sharon is a partner and a member of the Firm’s National Transactional Advisory Services Practice.  With more than 30 years of professional experience, Sharon has been involved in scores of due diligence assignments, representing potential purchasers and investors in all aspects of the process, including quality of earnings, normalized EBITDA analyses, compliance with Generally Accepted Accounting Principles (GAAP), transition services agreements,  and post-transaction and integration issues.  Further,  she has been involved in scores of purchase price dispute matters representing the buyer or seller, or serving as the  independent arbitrator  where she has addressed numerous matters related to the application of GAAP, related party transactions, and revenue recognition.   Additionally, Sharon is a member of the Firm’s Financial Sponsors Industry Practice.

Sharon has advised on public and private transactions involving stand-alone platform acquisitions, business segment carve-outs, and start-up and roll-up transactions.  She has worked with private equity investors, independent sponsors, family offices, corporate acquirers and sellers, traditional lenders, and alternative capital providers.   

Sharon also provides financial advisory and litigation support services specializing in the areas of investigative and forensic accounting, including fraud investigations, accounting malpractice services, GAAP compliance, expert witness testimony services, and issues related to contract disputes.

Prior to transferring into CohnReznick’s Transactional Advisory and Dispute Resolution practices, Sharon was a member of the Firm’s Accounting and Assurance practice for approximately twenty years.

ARTICLES

October 1, 2020 | DEALMAKERS: The impact of COVID-19 on purchase price disputes  

EXPERIENCE HIGHLIGHTS

Sharon led a team that provided buy-side due diligence to a steel processing company. We identified that the target’s prior-year’s gross margin was exceptionally high; these results were caused by the target’s purchase of inventory prior to an industry-wide increase in raw materials and the sale of the finished product at current market rates. This artificial boost in gross margins was a non-recurring event. As a result, we recommended that our client reduce its purchase price considerably.

CohnReznick served as financial advisors for the U.S. Bankruptcy Court-appointed examiner in the WorldCom bankruptcy proceedings, one of the largest bankruptcies in U.S. history. Sharon managed the investigation regarding allegations of fraud, dishonesty, and misconduct by management. She also managed the investigation related to the company’s mergers and acquisitions. Our findings: Company fraudulently manipulated its financial statements for four consecutive years, and the breakdown of internal control permitted the fraud to continue undetected for that long period of time; major responsibility for the fraud and the resulting injury to the company rested with the company’s CFO; and the company’s independent auditors committed professional malpractice.

The firm was engaged by a bank group to determine the validity and collectability of the company’s accounts receivable securing an asset based loan (ABL). Our forensic investigation, led by Sharon, identified the existence of fictitious customers and sales, as well as forged bills of lading and invoices. We helped federal investigators prove that certain officers and employees were involved in a massive worldwide fraud by identifying the issues and tracing the movement of cash to related foreign entities totaling approximately $1 billion. Our involvement resulted in the arrest of the company’s chief executive officer on charges of conspiracy to commit bank fraud, mail fraud, and wire fraud.

Our client engaged a CohnReznick team, led by Sharon, to perform a due diligence review of the target company.  Our due diligence review raised concerns about the reliability of the target’s financial statements, including the fact that the target could not provide support for a significant portion of its inventory recorded on its balance sheet and inter-company account balances on the books of the target’s parent did not reconcile to its subsidiary’s balances.  As a result of these and other findings, our client was able to successfully renegotiate the purchase price of the target.