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Contract analysis / conflict-check-memo.docx
conflict-check-memo.docx
1009-00007 · 14 clauses
High · 3 Medium · 2 Standard · 0
1. Purpose and Scope of Memorandum High
⚑ Indemnity / guarantee obligation
1. Purpose and Scope of Memorandum This memorandum documents the results of the conflict-of-interest check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed engagement by Skybridge Fintech Ltd. ("Skybridge" or "SBF") to represent Skybridge as licensor in negotiating an enterprise Master Software-as-a-Service Agreement ("MSA") and ancillary documents with Meridian National Bank, N
2. Engagement Summary High
⚑ Indemnity / guarantee obligation
2. Engagement Summary The following summary sets forth the material terms and parties relevant to the proposed engagement, as reflected in the engagement letter dated August 25, 2025 and the preliminary transaction term sheet provided by the prospective client's General Counsel: Client: Skybridge Fintech Ltd., a Delaware limited company (alternative entity formed under the Delaware Limited Liability Company Act, 6 De
3. Parties and Entities Searched
3. Parties and Entities Searched The following is a comprehensive list of all entities and individuals included in the conflict-of-interest search. Each entity and individual was searched in the CMS using the methodologies described in Section 4 below. A consolidated reference table of all searched parties is also included in Appendix A. 3.1 Prospective Client and Affiliates The following entities and individuals ass
4. Conflict Check Methodology
4. Conflict Check Methodology 4.1 Database Search All entities and individuals listed in Section 3 were searched in the C&H Conflicts Management System ("CMS"), the Firm's centralized database of record for conflicts screening. The CMS is maintained by the Firm's General Counsel's Office in coordination with the Conflicts Department and contains records of all current client engagements, former client engagements (wi
5. Results of Conflict Search High
⚑ Non-compete / exclusivity restraint
5. Results of Conflict Search The results of the conflict search are set forth below, organized by party category. For each searched party, the memorandum identifies whether any current client relationship, former client relationship, adverse party relationship, or other potentially conflicting relationship was identified, and states the conclusion as to whether a conflict exists. 5.1 Skybridge Fintech Ltd. — Existin
6. Potential Issues Considered and Resolved Medium
⚑ Confidentiality undertaking
6. Potential Issues Considered and Resolved In the course of the conflict check, the undersigned identified three matters that, while not constituting disqualifying conflicts, warranted additional analysis and documentation. Each is discussed below. 6.1 Staffing Cross-Practice Considerations The proposed engagement team includes attorneys from multiple C&H practice groups. Specifically, the Responsible Partner (Angel
7. Conclusion and Clearance
7. Conclusion and Clearance Based on the comprehensive conflict-of-interest search described in this memorandum — including CMS database searches using exact name match, common-variant/alias, and fuzzy-matching methodologies; supplemental manual inquiries to six practice group leaders; enhanced checks for indirect relationships with the counterparty given its SIFI status; and engagement team self-disclosure questionn
8. Approvals
8. Approvals Prepared by: Nathan Ikeda, Working Associate, Bankruptcy & Restructuring Practice Group Reviewed and Approved by: Angela Fontaine, Responsible Partner Date of Clearance: August 28, 2025 PREPARED BY: By: ________ Name: Nathan Ikeda Title: Working Associate, Bankruptcy & Restructuring Practice Group Date: ________ REVIEWED AND APPROVED BY: By: ________ Name: Angela Fontaine Title: Responsible Partner Date:
1. Search Platform. All searches were conducted using the C&H Conflicts Management System
1. Search Platform. All searches were conducted using the C&H Conflicts Management System ("CMS"), version 8.4.2, maintained by the Firm's Conflicts Department in coordination with the General Counsel's Office. The CMS database was current as of August 26, 2025, the date the conflict check was initiated.
2. Search Types. The following three search types were employed for each entity and indivi
2. Search Types. The following three search types were employed for each entity and individual listed in Section 3 of this memorandum: (a) Exact Match Search. The full legal name of each entity or individual was entered as a search string, and the CMS returned all records containing an exact character-for-character match. (b) Alias / Variant Search. Known abbreviations, trade names, "doing business as" names, common
3. Date Range. The searches covered the following date ranges:
3. Date Range. The searches covered the following date ranges: (a) Current client engagements — all active engagement records in the CMS, regardless of engagement start date. (b) Former client engagements — engagement records closed within the preceding five (5) years (i.e., engagements closed on or after August 28, 2020). (c) Adverse parties — all parties identified as adverse in open matters and in matters closed w
4. Record Categories Searched. The CMS search encompassed the following record categories:
4. Record Categories Searched. The CMS search encompassed the following record categories: (i) client/engagement records; (ii) adverse party records; (iii) related party records; (iv) prospective client records; (v) co-counsel and referral records; and (vi) vendor and business relationship records.
5. Practice Group Leader Responses. Supplemental manual inquiry emails were sent to the le
5. Practice Group Leader Responses. Supplemental manual inquiry emails were sent to the leaders of six (6) practice groups, as described in Section 4.2 of this memorandum. All six (6) responses were received and documented prior to the conclusion of the conflict check on August 28, 2025. Copies of the inquiry emails and responses are on file with the Conflicts Department.
6. Engagement Team Self-Disclosure. Self-disclosure questionnaires were distributed to and Medium
⚑ Confidentiality undertaking
6. Engagement Team Self-Disclosure. Self-disclosure questionnaires were distributed to and returned by all five (5) members of the proposed engagement team, as described in Section 4.3 of this memorandum. Completed questionnaires are on file with the Conflicts Department. APPENDIX C — Practice Group Leader Response Log The following table documents the practice group leader inquiries sent and responses received in co