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Contract analysis / conflicts-search-report-round-2.docx
conflicts-search-report-round-2.docx
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I. PURPOSE AND SCOPE OF SUPPLEMENTAL SEARCH
I. PURPOSE AND SCOPE OF SUPPLEMENTAL SEARCH Following issuance of the Round 1 Conflicts Search Report on May 10, 2024, which identified a conflict between the proposed representation of Metropolitan Transit Development Corp. ("MTDC") in connection with Proposed Matter No. 1031-00001 and the firm's existing representation of Pinnacle Workforce Analytics, Inc. ("Pinnacle") under Matter No. 1031-00001, Partners Rachel B
1. Pinnacle Affiliates, Subsidiaries, and Known Subcontractors. All known corporate affil
1. Pinnacle Affiliates, Subsidiaries, and Known Subcontractors. All known corporate affiliates, subsidiaries, parent entities, and subcontractors or integration partners of Pinnacle Workforce Analytics, Inc., as identified through publicly available SEC filings, Pinnacle's corporate website, and information already on file with the firm.
2. MTDC Board Members, Senior Officers, and Related Governmental Bodies. The individual m
2. MTDC Board Members, Senior Officers, and Related Governmental Bodies. The individual members of MTDC's Board of Directors, senior executive officers, and any governmental body with supervisory or oversight authority over MTDC, based on publicly available MTDC board rosters and organizational charts.
3. Veritas Biometrics Corp. Veritas Biometrics Corp. ("Veritas"), the defendant in the ex
3. Veritas Biometrics Corp. Veritas Biometrics Corp. ("Veritas"), the defendant in the existing Pinnacle patent-enforcement action pending before the United States District Court for the Eastern District of Virginia, Case No. 1:22-cv-01533, in which Calderwood & Harkness serves as counsel of record for Pinnacle, including Veritas's CEO and outside counsel.
4. Lakefront Actuarial Advisors, LLC. MTDC's consulting actuary, retained by MTDC to esti
4. Lakefront Actuarial Advisors, LLC. MTDC's consulting actuary, retained by MTDC to estimate aggregate BIPA statutory-damages exposure in connection with the pending class action and regulatory investigation.
5. Meridian Trust National Bank. MTDC's fiscal agent and bond trustee for outstanding tra
5. Meridian Trust National Bank. MTDC's fiscal agent and bond trustee for outstanding transit revenue bonds, whose interests may be implicated by the magnitude of potential BIPA liability exposure.
6. Opposing Counsel and Other Third-Party Counsel. The law firms serving as plaintiffs' c
6. Opposing Counsel and Other Third-Party Counsel. The law firms serving as plaintiffs' class counsel, the Illinois Attorney General's outside special counsel, and MTDC's existing outside litigation counsel (and referring counsel for the proposed engagement), including the individual lead attorneys at each firm.
7. Illinois Attorney General's Office — Key Personnel. The individual personnel within th
7. Illinois Attorney General's Office — Key Personnel. The individual personnel within the Illinois Attorney General's Office, Bureau of Civil Rights, responsible for the Civil Investigative Demand ("CID") issued to MTDC, as well as the Office of the Illinois Attorney General as an institutional entity.
8. Key Contractual Relationships. The Master Software License and Services Agreement betw
8. Key Contractual Relationships. The Master Software License and Services Agreement between Pinnacle and MTDC that underlies the factual nexus between the proposed and existing matters. This report sets forth the methodology, expanded party list, search results, summary of findings, and recommendation arising from the Round 2 supplemental search. It is intended to be read in conjunction with, and supplements, the Ro
II. SEARCH METHODOLOGY
II. SEARCH METHODOLOGY The supplemental Round 2 search was conducted by the Conflicts Analyst team under the direct supervision of Colleen Farrow, Director of Conflicts & New Business, on May 12–13, 2024. The search employed the same protocols and standards applied in the Round 1 search and in all conflicts searches conducted by the Office of Conflicts & New Business in the ordinary course. Databases Searched. The fo
III. EXPANDED PARTY LIST SEARCHED
Medium
⚑ Liability cap to check against exposure
III. EXPANDED PARTY LIST SEARCHED The following parties and individuals were included in the Round 2 supplemental search. For each entity, this report provides the full legal name, jurisdiction of organization, principal address, and other identifying information used to conduct the search. For each individual, this report provides the full name, title, and organizational affiliation. The complete alphabetical list o
IV. SEARCH RESULTS — EXPANDED PARTIES
Medium
⚑ Liability cap to check against exposure
IV. SEARCH RESULTS — EXPANDED PARTIES Set forth below are the results of the Round 2 supplemental search for each category of expanded parties. For each party and individual, the search disposition is classified as one of the following: (i) Conflict — a current or former representation or adverse relationship exists that creates or may create a conflict of interest under the applicable Rules of Professional Conduct;
V. SUMMARY OF FINDINGS
V. SUMMARY OF FINDINGS The supplemental Round 2 search confirms that the only conflict identified remains the Pinnacle Workforce Analytics, Inc. conflict reported in the Round 1 Conflicts Search Report dated May 10, 2024. Specifically, Calderwood & Harkness currently represents Pinnacle Workforce Analytics, Inc. under Matter No. 1031-00001 (responsible partner: Jonathan Mercer, intellectual Property / Patent Litigati
VI. RECOMMENDATION
VI. RECOMMENDATION Based on the results of the supplemental Round 2 search, the Office of Conflicts & New Business makes the following recommendations:
1. Sole Conflict for Committee Determination. The sole conflict requiring Conflicts Commi
1. Sole Conflict for Committee Determination. The sole conflict requiring Conflicts Committee determination remains the Pinnacle Workforce Analytics, Inc. matter (Matter No. 1031-00001). The nature, scope, and waivability of this conflict are addressed in the Round 1 Conflicts Search Report dated May 10, 2024, and will be the subject of the Conflicts Committee's deliberation at its scheduled meeting on May 14, 2024.
2. Submission to Conflicts Committee. This Round 2 Supplemental Conflicts Search Report i
2. Submission to Conflicts Committee. This Round 2 Supplemental Conflicts Search Report is being provided to the Conflicts Committee in advance of the scheduled meeting on May 14, 2024, together with the Round 1 Conflicts Search Report dated May 10, 2024, for the Committee's consideration in the waivability determination. Both reports, together with their respective appendices, constitute the complete conflicts recor
3. No Additional Searches Recommended. No additional conflicts searches are recommended a
3. No Additional Searches Recommended. No additional conflicts searches are recommended at this time. The Round 1 and Round 2 searches, taken together, encompass all parties, affiliates, officers, directors, opposing counsel, third-party counsel, and governmental personnel reasonably identifiable as connected to the proposed MTDC engagement and the existing Pinnacle matter. If additional parties are identified during
VII. CERTIFICATION
VII. CERTIFICATION I, Colleen Farrow, Director of Conflicts & New Business at Calderwood & Harkness LLP, hereby certify as follows:
1. The supplemental Round 2 conflicts search described in this report was conducted in ac
1. The supplemental Round 2 conflicts search described in this report was conducted in accordance with Calderwood & Harkness's Conflicts and New Business Intake Policies and Procedures, as amended January 2024, and in compliance with all applicable requirements of the Illinois Rules of Professional Conduct, the Virginia Rules of Professional Conduct, and the ABA Model Rules of Professional Conduct, to the extent rele
2. All firm databases — including the Calderwood & Harkness Master Conflicts Database (Gr
2. All firm databases — including the Calderwood & Harkness Master Conflicts Database (Greaves Services Inc.), the firm's billing and time-entry records, the lateral-hire disclosure records, and the prior new-matter intake records — were queried using the full set of search terms, name variations, and phonetic equivalents described in Section II of this report.
3. The search results described in Section IV of this report are complete and accurate as
3. The search results described in Section IV of this report are complete and accurate as of 5:00 p.m. Central Time on May 13, 2024. No relevant search results have been omitted or excluded from this report.
4. The search was conducted by the Conflicts Analyst team under my direct supervision, an
4. The search was conducted by the Conflicts Analyst team under my direct supervision, and all search-result dispositions were reviewed and approved by me prior to the issuance of this report.
5. This report, together with the Round 1 Conflicts Search Report dated May 10, 2024, rep
5. This report, together with the Round 1 Conflicts Search Report dated May 10, 2024, represents the complete conflicts record for Proposed Matter No. 1031-00001 as of the date of this certification. CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business By: ________ Colleen Farrow Director, Conflicts & New Business Date: May 13, 2024
VIII. DISTRIBUTION
Medium
⚑ Confidentiality undertaking
VIII. DISTRIBUTION This Supplemental Conflicts Search Report — Round 2 (Expanded Parties) has been distributed to the following individuals. Recipients are reminded that this report is privileged and confidential, constitutes attorney work product, and may not be further distributed without the prior approval of the General Counsel. APPENDICES The following appendices are incorporated by reference into this Supplemen