Zaki Dernaoui provides economic and financial analysis in valuation, mergers and acquisitions (M&A), private equity (PE) and venture capital (VC), asset management, and market microstructure matters. Dr. Dernaoui’s industry experience includes financial institutions, media, registered funds and insurance, sports, telecommunications, cryptocurrency and digital assets, and trading venues and exchanges. He has supported experts on matters in U.S. state and federal courts and the Delaware Court of Chancery, as well as domestic arbitration proceedings.
Valuation and M&A
Dr. Dernaoui has extensive experience conducting valuation analyses in commercial disputes across a range of industries and asset types. In stockholder litigation, he assesses the fairness of merger consideration and exchange ratios, including the treatment of expected synergies, and evaluates shareholder appraisal claims following mergers. He has valued alleged informational advantages in insider trading and material nonpublic information disputes. His valuation work includes using discounted cash flow (DCF), comparable companies, precedent transactions, option-pricing, Monte Carlo simulations, and event study methodologies.
Dr. Dernaoui analyzes M&A processes, deal structuring, and customs and practices, including the design and negotiation of merger agreement provisions. He assesses damages in disputes over private equity fund continuation vehicles, and has analyzed lock-up terms and deal structures in transactions involving special purpose acquisition companies (SPACs).
Private equity and venture capital
Dr. Dernaoui provides analysis for disputes involving PE and venture capital VC fund economics, governance, and portfolio company performance. He values carried interest and other contingent general partner (GP) compensation and assesses PE fund customs and practices, including dividend recapitalizations, leverage benchmarking, and sponsor oversight of portfolio companies. His experience includes earnout disputes involving venture-backed companies.
Asset management
Dr. Dernaoui consults on disputes involving registered funds, insurance company investment portfolios, and securitized loan portfolios. He analyzes closed-end fund governance and the relationship between share price and net asset value, and has benchmarked registered fund fees and performance against peer funds.
In insurance and reinsurance trust disputes, Dr. Dernaoui assesses investment yield and forgone returns damages methodologies using risk-adjusted return and risk-based capital analyses.
Dr. Dernaoui’s work in trustee litigation involving securitized asset pools includes statistical and econometric analyses of loan-level performance data.
Market microstructure
Dr. Dernaoui analyzes market design and trading-venue competition issues, including in matters involving prediction markets and digital asset trading platforms. He has compared exchange-traded, centrally cleared contracts with principal-based dealer models. He has also analyzed transaction-level trading data to assess trader skill and market efficiency.
Dr. Dernaoui’s work covers competition between new-entrant and incumbent trading venues and addresses custodial arrangements and ownership of customer-held assets across trading platforms.
Before joining Cornerstone Research, Dr. Dernaoui worked in investment banking.