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Contract analysis / letter-to-blackthorn-fisk-representation.docx
letter-to-blackthorn-fisk-representation.docx
High · 3
Medium · 2
Standard · 0
I. Background of the Matter
I. Background of the Matter By way of brief background, and to ensure that there is a common understanding of the procedural posture of this matter, we note the following. On April 19, 2022, the National Security Division of the U.S. Department of Justice, through the Counterintelligence and Export Control Section, opened an inquiry concerning potential violations of U.S. sanctions laws, including programs administer
II. Acknowledgment of Representation of Gerald Fisk
II. Acknowledgment of Representation of Gerald Fisk Calderwood & Harkness formally acknowledges that Blackthorn & Associates LLP now represents Gerald Fisk in his personal capacity in connection with the DOJ inquiry described above. We understand that Mr. Fisk served as Chief Compliance Officer of Dunmore Energy Holdings Ltd., based at the Company's Houston, Texas offices, until his departure from the Company on June
III. Potential Adverse Interests
III. Potential Adverse Interests We believe it is important to address directly the potential for divergent or adverse interests between Dunmore and Mr. Fisk as this matter progresses. As you are undoubtedly aware, the nature of the DOJ's inquiry, as well as the scope of Calderwood & Harkness's internal investigation on behalf of the Company, raises the possibility that the interests of Dunmore and Mr. Fisk may diver
IV. Information-Sharing Limitations and Protocols
High
⚑ Non-compete / exclusivity restraint
IV. Information-Sharing Limitations and Protocols Given the foregoing, and in light of the potential for adverse interests between Dunmore and Mr. Fisk, we wish to establish the following limitations and protocols regarding information sharing between our respective clients and firms. A. No Sharing of Attorney Work Product or Privileged Communications Calderwood & Harkness will not share with Blackthorn & Associates
1. All communications from Blackthorn & Associates LLP regarding the DOJ inquiry, the int
1. All communications from Blackthorn & Associates LLP regarding the DOJ inquiry, the internal investigation, or any matters relating to Mr. Fisk's former role at Dunmore Energy Holdings Ltd. should be directed to the undersigned, Victoria Chambers, at Calderwood & Harkness LLP's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006; telephone: (202) 555-7100; email: vchambers@calderwo
2. Mr. Fisk should not contact current employees of Dunmore Energy Holdings Ltd. or any o
2. Mr. Fisk should not contact current employees of Dunmore Energy Holdings Ltd. or any of its subsidiaries directly to discuss any matters related to the DOJ inquiry, the internal investigation, his former role at the Company, or any subject matter that may be relevant to the investigation. Any request for communications with current Dunmore employees must be channeled through counsel — specifically, through Blackth
3. Calderwood & Harkness will similarly direct any communications regarding Mr. Fisk to B
3. Calderwood & Harkness will similarly direct any communications regarding Mr. Fisk to Blackthorn & Associates LLP and will not contact Mr. Fisk directly without prior notice to, and consent of, his counsel. In the event that Calderwood & Harkness needs to communicate with Mr. Fisk regarding any matter, we will contact Blackthorn & Associates in the first instance. We believe this protocol is consistent with applica
V. Indemnification and Advancement of Defense Costs
High
⚑ Indemnity / guarantee obligation
V. Indemnification and Advancement of Defense Costs We wish to address the matter of Mr. Fisk's indemnification and the advancement of defense costs incurred in connection with his personal representation in this matter. Calderwood & Harkness acknowledges that Dunmore Energy Holdings Ltd. has indemnification and advancement obligations with respect to Mr. Fisk's defense costs arising out of or related to the DOJ inqu
VI. D&O Insurance
Medium
⚑ Notice / time limit to track
VI. D&O Insurance For Blackthorn & Associates' awareness, and without any obligation on our part to provide insurance-related advice to Mr. Fisk, we note the following regarding Dunmore's directors' and officers' liability insurance coverage. Dunmore Energy Holdings Ltd. maintains a directors' and officers' liability insurance policy with Garrison Mutual Insurance Co. (Policy No. GM-DO-2021-08734). The policy provide
VII. Preservation of Rights
High
⚑ Indemnity / guarantee obligation
VII. Preservation of Rights Nothing in this letter constitutes, or should be construed to constitute, a waiver of any rights, privileges, claims, defenses, or remedies of Dunmore Energy Holdings Ltd. or any of its subsidiaries, whether arising under contract, statute, common law, equity, or otherwise. Dunmore Energy Holdings Ltd. expressly reserves all of its rights, including without limitation any claims that it ma
VIII. Request for Confirmation
VIII. Request for Confirmation We respectfully request that you confirm in writing the following at your earliest convenience:
1. Your receipt of this letter and your acknowledgment of the matters set forth herein;
1. Your receipt of this letter and your acknowledgment of the matters set forth herein;
2. Your agreement to the communications protocol set forth in Section IV.D above;
2. Your agreement to the communications protocol set forth in Section IV.D above;
3. The scope of Blackthorn & Associates' representation of Mr. Fisk — specifically, wheth
Medium
⚑ Liability cap to check against exposure
3. The scope of Blackthorn & Associates' representation of Mr. Fisk — specifically, whether your representation is limited to the DOJ National Security Division inquiry, or whether it extends to other potential proceedings, including without limitation any enforcement action by OFAC, any proceedings before other regulatory bodies, or any potential civil claims that may arise in connection with the matters under inves
4. A current mailing address, telephone number, and email address for Blackthorn & Associ
4. A current mailing address, telephone number, and email address for Blackthorn & Associates LLP, to be used for service of any future notices, correspondence, or process in connection with this matter. A written response within ten (10) business days of your receipt of this letter would be appreciated.
IX. Closing
IX. Closing We recognize that the circumstances giving rise to this letter are complex, and we are committed to conducting ourselves in a manner consistent with our respective ethical obligations and the interests of our clients. To the extent consistent with Dunmore's interests and our obligations as counsel to the Company, Calderwood & Harkness is prepared to cooperate with Blackthorn & Associates in an orderly and