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Contract analysis / conflicts-check-memo.docx
conflicts-check-memo.docx
1010-00002 · 13 clauses
High · 0 Medium · 4 Standard · 1
1. Purpose and Scope of Conflicts Check
1. Purpose and Scope of Conflicts Check The purpose of this memorandum is to document the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as issuer's counsel to Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with its proposed initial public offering (the "IPO") of shares of common stock on
2. Parties Searched
2. Parties Searched The following parties were included in the conflicts check. For each party, the Firm searched all known names, abbreviations, trade names, and related entities, as well as individual names for key personnel. The complete list of search terms used is set forth in Appendix A attached hereto. 2.1 Issuer (Proposed Client) Arbor Health Technologies Inc. — a Delaware corporation, with its principal exec
3. Conflicts Database Search Results Medium
⚑ Liability cap to check against exposure
3. Conflicts Database Search Results The following section sets forth the results of the Firm's conflicts database search for each of the parties identified in Section 2 above. The search was run against the Firm's electronic conflicts database, which contains records of approximately 187,000 matters and 2.4 million party names. The system-generated search report, including date and time stamp, search parameters, and
4. Practice Group Consultation
4. Practice Group Consultation In addition to the automated conflicts database search, the Office of the General Counsel conducted consultations with the following practice groups to identify any relationships, representations, or matters that might not be captured in the conflicts database or that might raise positional, business, or reputational concerns: Capital Markets Group (Theodore Langston, Vivienne St. Clair
5. Ethical Screens and Lateral Hire Review Medium
⚑ Confidentiality undertaking
5. Ethical Screens and Lateral Hire Review As part of the conflicts clearance process, the Office of the General Counsel reviewed the lateral hire records for all attorneys proposed to be staffed on the AHT engagement. The proposed engagement team consists of the following attorneys: • Theodore Langston, Responsible Partner, Capital Markets (lateral to C&H from Gibson & Patterson LLP in 2017) • Vivienne St. Claire, B
6. Conclusion and Clearance
6. Conclusion and Clearance Based on the comprehensive conflicts check described in this memorandum — including the electronic conflicts database search, supplemental manual review of practice group records, direct consultations with five practice groups, and lateral hire review — the Office of the General Counsel has determined that no conflicts of interest have been identified that would preclude Calderwood & Harkn
7. Action Items
7. Action Items The following action items are identified in connection with the clearance of this engagement:
1. Engagement Letter Execution. Theodore Langston should proceed with the preparation and Standard
⚑ Commercial term
1. Engagement Letter Execution. Theodore Langston should proceed with the preparation and execution of the engagement letter with AHT. The engagement letter should be addressed to Rachel Moynihan, General Counsel and Corporate Secretary, Arbor Health Technologies Inc., at the Company's principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The engagement letter should reference
2. Supplemental Conflicts Searches. If any additional underwriters, co-managers, or other
2. Supplemental Conflicts Searches. If any additional underwriters, co-managers, or other transaction participants are added to the underwriting syndicate or otherwise become involved in the IPO, supplemental conflicts searches should be run promptly and the results appended to this memorandum. The engagement team should notify the Office of the General Counsel immediately upon learning of any new transaction parties
3. Board and Management Changes. Any changes to the board of directors composition or exe
3. Board and Management Changes. Any changes to the board of directors composition or executive officer roster of AHT should trigger an updated conflicts search. The engagement team should monitor for such changes throughout the course of the engagement and promptly notify the Office of the General Counsel.
4. Matter Opening. Upon execution of the engagement letter, the engagement team should su Medium
⚑ Assignment / subcontracting
4. Matter Opening. Upon execution of the engagement letter, the engagement team should submit the matter opening form to the Firm's administrative systems for assignment of the formal matter number, client code, and billing arrangements.
5. Ongoing Monitoring. The conflicts analysis set forth in this memorandum is based on th
5. Ongoing Monitoring. The conflicts analysis set forth in this memorandum is based on the facts and circumstances known as of August 18, 2023. The engagement team should remain alert to any developments that could affect the conflicts analysis and should promptly consult with the Office of the General Counsel if any potential conflict concern arises during the course of the engagement.
8. Appendices Medium
⚑ Confidentiality undertaking
8. Appendices The following appendices are attached to and form a part of this memorandum: Appendix A — Complete List of Search Terms Used The following search terms were used in the Firm's conflicts database search conducted on August 14–18, 2023. The search was run using both exact-match and fuzzy-match algorithms to capture variations in spelling, punctuation, and abbreviation. Issuer: Pre-IPO Investors: Proposed