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"I had the pleasure of working with Jim Davidson while I was Chief Operating Officer and Chief Financial Officer of a middle market confection importer/distribut..."


Thomas Spinogatti

"Service: Turnaround and crisis management
Client: Mezzanine lender
Company: Consumer products company
Revenues: $20,000,000
Investment: $8,000,000..."


Mezzanine lender

“Everything is possible for who believes.”

We practice uncompromised professionalism and abide by high standards of ethics, integrity, and competence. The following represent only a selection of respected professional associations of which we are proud members:

Turnaround Management Association

The Turnaround Management Association (TMA)—www.turnaround.org—is the only international nonprofit association dedicated to corporate renewal and turnaround management.  It celebrated its 20th anniversary in 2008, as well as that of the turnaround-management, restructuring and distressed-investing industry that TMA helped develop and define.

TMA has more than 8,300 members in 43 chapters, including 31 in North America and others in Australia, the Czech Republic, Finland, France, Germany, India, Japan, the Netherlands, Southern Africa, Spain, Taiwan, and the U.K.  Chapters also are being formed in China and Italy.

TMA members constitute a professional community of turnaround and corporate-renewal professionals who share a common interest in strengthening the economy through the restoration of corporate value. They include:

TMA members adhere to a code of ethics.  The CTP designation demonstrates an individual’s professional excellence and provides an objective measure of expertise related to workouts, restructurings, and corporate renewal.  Applicants for certification meet stringent standards of education, experience, and professional conduct; pass a comprehensive three-part examination; and maintain the credential by obtaining continuing education credits.

TMA Code of Ethics

Preamble
Members of the Turnaround Management Association (hereinafter "TMA") are dedicated to the highest standards of professionalism, integrity and competence for those engaged in all matters involving turnaround and crisis management and corporate renewal. The following principles are guidelines for the conduct of members in fulfilling those obligations.
The transactions in which we engage are diverse, multifaceted and sometimes complex. It is thus not possible to state a set of rules that would prescribe proper behavior under every circumstance. However, to provide guidance and clarity, we have developed and stated our Code of Ethics.
This Code is composed of Canons and Ethical Standards. The Canons are broad principles of conduct. The Ethical Standards (E.S.) are more specific goals toward which members should aspire in professional performance and behavior.

Canon I

General Obligations and Professional Boundaries
A member shall maintain and advance knowledge of the practice of turnaround and crisis management and corporate renewal, respect the practice and contribute to its growth.
E.S. 1.1 Professional Boundaries:
A member bound by this Code of Ethics is one who is engaged in the practice of providing managerial services and consultation services to businesses, debtors, creditors and other interested parties with respect to troubled businesses, organizations and associations. While such services include a wide range of issues and problems, a member must take care not to perform services that require a license, unless the member is so licensed to perform such services.
E.S. 1.2 Standards of Excellence:
A member shall strive to improve his or her professional knowledge and skill. Within his or her practice, a member shall demonstrate a consistent pattern of reasonable care and competence.
E.S. 1.3 Conduct:
A member shall uphold the law in the conduct of his or her professional activities.
E.S. 1.4 Human Rights:
A member shall uphold human rights in all of his or her professional endeavors.
E.S. 1.5 Continuing Education:
A member shall seek out and participate in educational programs to enhance his or her professional knowledge.

Canon II

Obligations to the Client
A member shall serve his or her client independently, competently and in a professional manner. A member should exercise unprejudiced and unbiased judgment on the client's behalf.
E.S. 2.1 Professional Responsibilities:
(A) A member shall undertake to perform the engagement to the best of his or her ability; (B) A member shall not proceed with an engagement unless the client has agreed with the objectives, scope and approach to be employed and has agreed to the fee structure; (C) A member shall not undertake an engagement which cannot be fulfilled in a timely manner because of his or her commitments.

E.S. 2.2 Independence:
A member's duty is solely to the client and he or she should strive to remain independent of other affiliations that could compromise his or her judgment or result in the appearance of compromise. Prior to accepting an engagement, a member shall disclose to his or her client all financial relationships which may cloud, or give the appearance of clouding, his or her judgment. If the client is the troubled business or organization, disclosure shall be made of any past referrals from, prior work for, or an ownership interest in, any owner, creditor or customer of the client and any party offering financing to, or seeking to purchase an interest in the client. A member shall avoid conflicts of interest and the appearance of conflicts of interest.
E.S. 2.3 Competence:
A member shall not undertake an engagement for which his or her firm does not have the technical capability.

E.S. 2.4 Candor and Truthfulness:
(A) A member shall not intentionally or recklessly mislead existing or prospective clients about the results which can be achieved through the use of a member's services; (B) A member shall not offer solutions nor make recommendations that are unrealistic or impractical. The nature of proposed actions, and the potential ramifications of those actions, should be communicated to the client.
E.S. 2.5 Integrity:
(A) A member shall not disclose confidential information about his or her clients or otherwise take advantage of such information; (B) A member shall not serve a client using proprietary information developed for a previous client without obtaining the previous client's consent.

E.S. 2.6 Contingency Fees:
A member may accept a performance bonus or other contingency fee.
E.S. 2.7 Ownership:
(A) TMA recognizes the difficulties involved with respect to equity ownership of a troubled company client; (B) If a member owns or obtains a direct or indirect financial interest in a client, such interest must be disclosed to creditors and stockholders of the client on a timely basis, must be negotiated prior to the assignment and additional equity ownership should not be negotiated during the course of an engagement; (C) If an equity interest in a troubled business client results in the member gaining control of the client, the conditions and circumstances whereby the interest is obtained should be set forth in writing and agreed to prior to commencement of the engagement. Equity interests held by parties affiliated with the member shall be aggregated with the member's direct interest to determine whether or not the member would control the client. The member should insist that the client obtain legal counsel to represent the client with respect to negotiating and documenting the equity interest to be obtained by the member.

Canon III

Obligations to the Profession and to Colleagues
A member shall uphold the integrity and dignity of the profession.
E.S. 3.0: Responsibility to Colleagues:

E.S. 3.1: Each member has a responsibility to further the profession by acting with integrity and supporting the objectives and programs of the Association.
E.S. 3.2: A member shall not refer a client to a colleague in exchange for monetary consideration from that colleague or in any way share in any fee received by such colleague. For this purpose, "colleague" shall not include a member's partner, a shareholder or employee of such member's firm, or an independent contractor that has an exclusive, written contractual relationship with a member or such member's firm that predates the referral.
E.S. 3.3: A member referring a client to another member shall not make any commitments on behalf of the member receiving the referral or misrepresent the qualifications of the member receiving the referral.
E.S. 3.4: A member shall not misrepresent his or her credentials or capabilities in the pursuit of engagements.
E.S. 3.5: A member shall not disparage or make false statements about another member competing for an engagement.
E.S. 3.6: A member shall not give the impression that membership in the TMA bestows any credentials or in any way guarantees minimum qualifications.
E.S. 3.7: A member shall represent that he or she subscribes to this Code of Ethics.

Alliance of Merger & Acquisition Advisors®

The Alliance of Merger & Acquisition Advisors® (AM&AA) is the premiere International Organization serving the educational and resource needs of the middle-market M&A profession. Formed in 1998 to bring together CPAs, attorneys and other experienced corporate financial advisors, AM&AA’s 600+ professional services firms—including some of the most highly recognized leaders in the industry—draw upon their combined transactional expertise to better serve the needs of their middle-market clients worldwide.

AM&AA members represent sellers and buyers of businesses ranging from $5 to $500 million in transaction value.  Their services are seller representation, buyer representation, due diligence, accounting, financing, business valuation, tax planning, legal, strategic advisory, and many other transaction services.

STANDARDS OF ETHICAL CONDUCT 
As with other recognized professional associations, M&A and Corporate Financial Advisory service professionals have an obligation to the public, their profession, the organization they serve, and themselves to maintain the highest standards of ethical conduct. In recognition of this obligation, AM&AA has promulgated the following standards of ethical conduct for financial advisory and transaction professionals. Adherence to these standards is essential for the maintenance of the highest professional standards possible. Independent professional members of AM&AA agree that they shall not commit acts contrary to these standards nor, shall they condone the commission of such acts by others within their organizations.

COMPETENCE
Members offering corporate advisory and transaction services have a responsibility to:

Prepare complete and clear reports and recommendations after appropriate analyses of relevant and reliable information.

CONFIDENTIALITY
Members offering corporate advisory and transaction services have a responsibility to:

INTEGRITY
Members offering corporate advisory and transaction services have a responsibility to:

OBJECTIVITY
Professional members offering corporate advisory and transaction services have a responsibility to:

Association of Certified Fraud Examiners

The Association of Certified Fraud Examiners (ACFE) is the world's premier provider of anti-fraud training and education. Together with nearly 50,000 members, the ACFE is reducing business fraud worldwide and inspiring public confidence in the integrity and objectivity within the profession. The mission of the ACFE is to reduce the incidence of fraud and white-collar crime and to assist the membership in fraud detection and deterrence.  The ACFE:

ACFE Code of Ethics
All Certified Fraud Examiners must meet the rigorous criteria for admission to the ACFE.  Thereafter, they must exemplify the highest moral and ethical standards and must abide by the bylaws of the ACFE and the Certified Fraud Examiner Code of Professional Ethics, which is discussed below.

A  Certified Fraud Examiner shall, at all times, demonstrate a commitment to professionalism and diligence in the performance of his or her duties.

 

12/24/2009

AVANT ADVISORY GROUP ANNOUNCES BUSINESS ALLIANCE WITH WAYPOINT LEADERSHIP, A STRATEGIC PROJECT EXECU

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