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Contract analysis / conflict-check-memorandum.docx
conflict-check-memorandum.docx
1017-00003 · 43 clauses
High · 1 Medium · 4 Standard · 0
I. Purpose
I. Purpose This memorandum documents the results of the firm's conflict-of-interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Aurelius Global Media Group PLC ("Aurelius" or "AGMG") for pre-suit copyright infringement assessment and enforcement action against StreamNow Holdings, Inc. ("StreamNow"), Meridian Digital Distributors, LLC ("MDD"), and re
II. Proposed Engagement Summary High
⚑ Non-compete / exclusivity restraint
II. Proposed Engagement Summary The following summarizes the key details of the Proposed Engagement: Client: Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under the Companies Act 2006, Companies House Registration No. 08724561, with its principal offices located at 45 Clarewood Place, London W1K 6TH, United Kingdom. Aurelius's American Depositary Receipts ("ADRs") are tra
III. Parties and Individuals Searched
III. Parties and Individuals Searched The following parties and individuals were run through the Firm's conflicts database, which covers current and former client matters, adverse parties, individual parties (including officers, directors, and key personnel), co-counsel and opposing counsel, affiliated entities, and related third parties across all Calderwood & Harkness offices. Each party was searched using exact na
1. Aurelius Global Media Group PLC — Public limited company incorporated in England and W
1. Aurelius Global Media Group PLC — Public limited company incorporated in England and Wales, Companies House Registration No. 08724561, with its principal offices at 45 Clarewood Place, London W1K 6TH, United Kingdom. Prospective client in this matter.
2. Aurelius Media Americas, Inc. — Delaware corporation, wholly-owned subsidiary of Aurel
2. Aurelius Media Americas, Inc. — Delaware corporation, wholly-owned subsidiary of Aurelius Global Media Group PLC, with its principal place of business at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA holds U.S. copyright registrations for the audiovisual works at issue and will likely be named as a co-plaintiff or real party in interest.
3. Sir Alistair Pemberton — Chief Executive Officer, Aurelius Global Media Group PLC. Sir
3. Sir Alistair Pemberton — Chief Executive Officer, Aurelius Global Media Group PLC. Sir Alistair has served as CEO since 2019 and may be a witness in connection with Aurelius's licensing practices and corporate structure.
4. Fiona Hartwell — General Counsel, Aurelius Global Media Group PLC. Ms. Hartwell is the
4. Fiona Hartwell — General Counsel, Aurelius Global Media Group PLC. Ms. Hartwell is the Firm's primary client contact and the individual who initiated the engagement discussion.
5. Raj Anantharam — Senior Vice President, Content Licensing & Distribution, Aurelius Glo
5. Raj Anantharam — Senior Vice President, Content Licensing & Distribution, Aurelius Global Media Group PLC. Mr. Anantharam oversees the licensing relationships that are at the center of the dispute, including the content catalog that StreamNow allegedly exploited without authorization.
6. Lena Kowalski — Head of Digital Rights Enforcement, Aurelius Global Media Group PLC. M
6. Lena Kowalski — Head of Digital Rights Enforcement, Aurelius Global Media Group PLC. Ms. Kowalski is responsible for Aurelius's global anti-piracy and digital rights management enforcement program and initially identified the allegedly infringing activity by StreamNow. B. Adverse / Prospective Defendant Parties
7. StreamNow Holdings, Inc. — Delaware corporation, Delaware Secretary of State File No.
7. StreamNow Holdings, Inc. — Delaware corporation, Delaware Secretary of State File No. 7291843, with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow is a digital streaming platform operator that distributes content through both subscription-based and free ad-supported streaming television ("FAST") channels. StreamNow is the primary anticipated defenda
8. Derek Calloway — Chief Executive Officer and Co-Founder of StreamNow Holdings, Inc. Mr
8. Derek Calloway — Chief Executive Officer and Co-Founder of StreamNow Holdings, Inc. Mr. Calloway co-founded StreamNow in 2018 and serves as its principal executive officer.
9. Priya Menon — Chief Operating Officer and Co-Founder of StreamNow Holdings, Inc. Ms. M
9. Priya Menon — Chief Operating Officer and Co-Founder of StreamNow Holdings, Inc. Ms. Menon co-founded StreamNow with Mr. Calloway and oversees the company's day-to-day operations, including content acquisition and technology platform development.
10. Tobias Rennert — General Counsel, StreamNow Holdings, Inc. Mr. Rennert serves as Stre
10. Tobias Rennert — General Counsel, StreamNow Holdings, Inc. Mr. Rennert serves as StreamNow's chief legal officer and is expected to be the primary recipient of pre-suit demand correspondence.
11. Sandra Yee — Vice President, Content Acquisition, StreamNow Holdings, Inc. Ms. Yee is
11. Sandra Yee — Vice President, Content Acquisition, StreamNow Holdings, Inc. Ms. Yee is believed to have been directly involved in negotiating and executing the content licensing arrangements with MDD through which StreamNow allegedly obtained and distributed the infringing content.
12. Meridian Digital Distributors, LLC — California limited liability company, California
12. Meridian Digital Distributors, LLC — California limited liability company, California Secretary of State File No. 202115729430, with its principal place of business at 8912 Burton Way, Suite 200, Beverly Hills, California 90211. MDD is a digital content distribution intermediary that purportedly sublicensed Aurelius-owned content to StreamNow without authorization. MDD is an anticipated co-defendant.
13. Franklin Ogilvie — Sole Member and Manager of Meridian Digital Distributors, LLC. Mr. Medium
⚑ Confidentiality undertaking
13. Franklin Ogilvie — Sole Member and Manager of Meridian Digital Distributors, LLC. Mr. Ogilvie is a former employee of Aurelius Media Americas, Inc., where he served as a licensing manager from approximately 2017 through June 30, 2021. His separation agreement dated June 30, 2021 included non-competition, non-solicitation, and intellectual property use prohibitions. Aurelius's claims against Mr. Ogilvie may includ
14. Pinnacle Ventures Fund III, LP — Delaware limited partnership, with its principal off
14. Pinnacle Ventures Fund III, LP — Delaware limited partnership, with its principal office at 101 California Street, Suite 3500, San Francisco, California 94111. Pinnacle Fund III is the majority owner of StreamNow, holding approximately 62% of StreamNow's fully diluted equity following a $145 million Series C investment closed in June 2022. While Pinnacle Fund III is not currently anticipated as a named defendant,
15. Pinnacle Ventures Management III, LLC — General partner of Pinnacle Ventures Fund III
15. Pinnacle Ventures Management III, LLC — General partner of Pinnacle Ventures Fund III, LP. Searched as an affiliated entity of the StreamNow investor.
16. Howard Cheng — Managing Partner, Pinnacle Ventures. Mr. Cheng is the senior investmen
16. Howard Cheng — Managing Partner, Pinnacle Ventures. Mr. Cheng is the senior investment professional responsible for the Pinnacle Fund III investment in StreamNow and serves on StreamNow's board of directors. D. StreamNow's Outside Counsel
17. Grantham Roth & Pearce LLP — 555 South Flower Street, Suite 4200, Los Angeles, Califo
17. Grantham Roth & Pearce LLP — 555 South Flower Street, Suite 4200, Los Angeles, California 90071. Grantham Roth & Pearce is believed to be StreamNow's primary outside litigation counsel and is expected to represent StreamNow in the anticipated copyright infringement proceedings.
18. Victoria Langford — Partner, intellectual Property Litigation Group, Grantham Roth &
18. Victoria Langford — Partner, intellectual Property Litigation Group, Grantham Roth & Pearce LLP. Ms. Langford is expected to serve as lead counsel for StreamNow.
19. Brian Matsuda — Associate, Grantham Roth & Pearce LLP. Mr. Matsuda is expected to be
19. Brian Matsuda — Associate, Grantham Roth & Pearce LLP. Mr. Matsuda is expected to be part of the StreamNow defense team. E. Third-Party FAST Channel Sublicensees (Potential Additional Adverse Parties) The following four entities are operators of free ad-supported streaming television ("FAST") channels that received Aurelius-owned content through sublicensing arrangements with StreamNow. These entities may be name
20. Brindoval Channel Networks, Inc. — Dallas, Texas. FAST channel operator specializing
20. Brindoval Channel Networks, Inc. — Dallas, Texas. FAST channel operator specializing in classic film and television content.
21. BrightLoop Media, LLC — Miami, Florida. FAST channel operator with a focus on indepen
21. BrightLoop Media, LLC — Miami, Florida. FAST channel operator with a focus on independent and international film content.
22. Velvet Stream Partners, LP — Toronto, Ontario, Canada. Canadian-based digital content
22. Velvet Stream Partners, LP — Toronto, Ontario, Canada. Canadian-based digital content aggregator and FAST channel operator.
23. Pacific Lantern Digital Pty Ltd — Sydney, New South Wales, Australia. Australian-base
23. Pacific Lantern Digital Pty Ltd — Sydney, New South Wales, Australia. Australian-based digital streaming platform and FAST channel operator. F. Client's Other Advisors and Related Parties (Searched for Completeness) The following parties are advisors to or contractual counterparties of Aurelius and were searched as a matter of best practice to ensure the absence of any business relationships, joint representation
24. Bexley Marsh Solicitors LLP — 14 Bedford Row, London WC1R 4ED, United Kingdom. Bexley
24. Bexley Marsh Solicitors LLP — 14 Bedford Row, London WC1R 4ED, United Kingdom. Bexley Marsh serves as Aurelius's UK-based outside intellectual property counsel and has been involved in the preliminary factual investigation of the StreamNow matter. Calderwood & Harkness's engagement would be complementary, serving as U.S. litigation counsel.
25. Whitmore & Pryce LLP — 25 Old Broad Street, London EC2N 1HQ, United Kingdom. Whitmore
25. Whitmore & Pryce LLP — 25 Old Broad Street, London EC2N 1HQ, United Kingdom. Whitmore & Pryce serves as the external auditor for Aurelius Global Media Group PLC.
26. Fortbridge Specialty Insurance Company — 280 Trumbull Street, Hartford, Connecticut 0
26. Fortbridge Specialty Insurance Company — 280 Trumbull Street, Hartford, Connecticut 06103. Fortbridge provides media liability and intellectual property enforcement insurance coverage to Aurelius under Policy No. FSI-ML-2024-07821. Depending on the terms of coverage, Fortbridge may have notification and cooperation rights with respect to the Proposed Engagement and any resulting litigation.
27. Calder & Whitfield Insurance Brokers Ltd. — 71 Fenchurch Street, London EC3M 4BS, Uni
27. Calder & Whitfield Insurance Brokers Ltd. — 71 Fenchurch Street, London EC3M 4BS, United Kingdom. Calder & Whitfield serves as Aurelius's insurance broker and placed the Fortbridge media liability policy. G. Proposed Expert Consultants (To Be Retained by Calderwood & Harkness) The following expert consultants have been identified as potential retention candidates for the Proposed Engagement and were included in t
28. CipherTrace Analytics, LLC — 2700 Sand Hill Road, Suite 130, Menlo Park, California 9
28. CipherTrace Analytics, LLC — 2700 Sand Hill Road, Suite 130, Menlo Park, California 94025. CipherTrace is a digital forensics firm specializing in content fingerprinting, watermark analysis, and the tracing of unauthorized digital distribution chains. Dr. Nathan Frey would serve as the engagement lead. CipherTrace is anticipated to conduct forensic analysis of StreamNow's content delivery infrastructure and FAST
29. Lexington IP Services, Inc. — 1625 I Street NW, Suite 400, Washington, DC 20006. Lexi
29. Lexington IP Services, Inc. — 1625 I Street NW, Suite 400, Washington, DC 20006. Lexington IP Services is a copyright registration search and research firm. Marissa Chung, Director of Copyright Research, would serve as the engagement lead. Lexington is expected to conduct a comprehensive review of all U.S. Copyright Office registrations for the 217 audiovisual works at issue to confirm registration status, chain
30. Hargrove Economic Consulting Group, LLC — 350 South Grand Avenue, Suite 2800, Los Ang
30. Hargrove Economic Consulting Group, LLC — 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. Hargrove is an economic consulting firm specializing in damages analysis in intellectual property disputes. Dr. Elena Vasquez would serve as the engagement lead. Hargrove has already prepared a preliminary damages estimate of $41.3 million and would be retained to refine and support that analysis through d
31. Capitol Registered Agents, Inc. — 1209 Orange Street, Wilmington, Delaware 19801. Cap
31. Capitol Registered Agents, Inc. — 1209 Orange Street, Wilmington, Delaware 19801. Capitol Registered Agents serves as the registered agent for service of process for StreamNow Holdings, Inc. in the State of Delaware. This entity was searched for completeness, although no substantive relationship with the Firm is anticipated.
IV. Conflict Check Methodology
IV. Conflict Check Methodology The conflict check was conducted using Calderwood & Harkness's firm-wide electronic conflicts database (the "System"), which is maintained by the Firm's Office of the General Counsel in coordination with the Information Technology Department. The System captures and indexes all current and former client matters, adverse parties, individual parties (including officers, directors, key emp
V. Results of Conflict Check Medium
⚑ Confidentiality undertaking
V. Results of Conflict Check A. Current Client Relationships Aurelius Global Media Group PLC / Aurelius Media Americas, Inc.: No prior or existing attorney-client relationship was found in the Firm's database for either Aurelius Global Media Group PLC or its U.S. subsidiary, Aurelius Media Americas, Inc. The System returned no matches — exact or approximate — for either entity name. This will be a new client engageme
VI. Analysis of Potential Issues Medium
⚑ Confidentiality undertaking
VI. Analysis of Potential Issues In addition to the database search results set forth in Section V, the following analysis addresses specific categories of potential conflicts and ethical issues that were considered in connection with the Proposed Engagement. A. No Duty of Loyalty Conflicts Calderwood & Harkness owes no existing duty of loyalty to StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, Pinnacle
VII. Conclusion and Clearance
VII. Conclusion and Clearance Based on the comprehensive results of the conflict-of-interest check conducted across all Calderwood & Harkness offices and databases, as documented in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Aurelius Global Media Group PLC and its wholly-owned subsidiary, Aurelius Media Americas, Inc., in connection w
1. The engagement letter should be finalized in accordance with the Firm's standard form
1. The engagement letter should be finalized in accordance with the Firm's standard form for new client litigation engagements, incorporating any client-specific terms discussed during the initial consultation with Ms. Hartwell, and transmitted to Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC, for review and execution.
2. It is recommended that the matter be formally opened in the Firm's matter management s
2. It is recommended that the matter be formally opened in the Firm's matter management system upon receipt of the fully executed engagement letter and the initial retainer deposit of $150,000, as discussed with Ms. Hartwell during the January 15, 2026 consultation.
3. New client intake procedures, including KYC/AML due diligence for Aurelius as a UK-inc
3. New client intake procedures, including KYC/AML due diligence for Aurelius as a UK-incorporated public limited company and verification of Ms. Hartwell's authority to engage the Firm, should be completed concurrently with the engagement letter process.
4. Upon formal opening of the matter, a supplemental conflict check should be conducted i
4. Upon formal opening of the matter, a supplemental conflict check should be conducted if and when additional parties, witnesses, or related entities are identified during the course of the pre-suit investigation and any subsequent litigation.
VIII. Approval Medium
⚑ Confidentiality undertaking
VIII. Approval Prepared by: ________________________________________ Wendy Schultz Senior Associate, intellectual Property Calderwood & Harkness LLP — Los Angeles Office Date: February 10, 2026 Reviewed and Approved by: ________________________________________ Marcus Delgado Partner, intellectual Property Calderwood & Harkness LLP — Los Angeles Office Date: February 10, 2026 Engagement Cleared: Yes APPENDIX A Summary