Contract analysis

1. DECLINATION LETTER. I will circulate a draft declination letter to Helen for her review by close of business today, May 15. I will follow Helen's guidance precisely with respect to the parameters she outlined -- specifically, the letter will not identify the existing client by name, will not describe the nature of the existing engagement, and will state only that the firm has identified an unwaivable conflict of i

2. REFERRAL MEMORANDUM. Devon Archer and I are working on a referral memorandum identifying firms with strong BIPA defense practices. We have two primary candidates in mind at this time: (a) Aldridge, Paulson & Cho LLP -- Victoria Aldridge, 150 North Michigan Avenue, Suite 3500, Chicago, IL 60601. Victoria's team has developed significant BIPA defense experience over the past several years and has handled matters inv

3. CONFIRMATION -- NO PINNACLE INFORMATION RECEIVED. I want to state affirmatively and for the record that neither I nor anyone on my proposed engagement team -- Miriam Calloway, Devon Archer, and Nadia Petrov -- received, reviewed, or had access to any Pinnacle Workforce Analytics confidential information at any point during the intake process. The only information my team reviewed consisted of (a) publicly availabl

4. INTERNAL DECLINATION MEMORANDUM. I will prepare and circulate an internal declination memorandum to my team (Calloway, Archer, and Petrov) and firm leadership today, confirming the closure of the intake process and the return or destruction of any MTDC-provided intake materials as appropriate. I do want to flag one practical concern for the group. MTDC faces very significant time pressure. The Illinois Attorney Ge

1. The letter must not identify Pinnacle Workforce Analytics by name or by any description that would allow MTDC to identify the existing client.

2. The letter must not describe the nature of the existing engagement or the specific basis for the conflict determination.

3. The letter should state only that the firm has identified an unwaivable conflict of interest that prevents Calderwood Harkness from undertaking the representation.

4. The letter should expressly confirm that no attorney-client relationship was formed between the firm and MTDC.

5. The letter should offer to facilitate referrals to qualified alternative counsel with relevant expertise.

6. The letter should be copied to Constance Hargrove at Hargrove, Tillman & Reese LLP, as she was the referring attorney and MTDC's existing outside counsel. Please keep the language precise and spare. We want to be courteous and professional, but we must not provide any information that could allow MTDC or its counsel to identify the source of the conflict. TIMELINE I would ask you to circulate a draft of the declin

1. Direct Adversity -- Illinois Rule of Professional Conduct 1.7(a)(1). Pinnacle is a named responsible party in the Illinois Attorney General's Civil Investigative Demand (Ref. CRB-2024-0417). MTDC's anticipated cross-claims and indemnification demands under the Master Software License and Services Agreement dated June 15, 2021, would be asserted directly against Pinnacle. Representing MTDC in these matters would pl

2. Material Limitation -- Illinois Rule of Professional Conduct 1.7(a)(2). The proposed MTDC engagement would require the firm to characterize TruScan 360's biometric-data collection, storage, and dissemination practices as unlawful under the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.). This position is diametrically opposed to the legal positions the firm advances on Pinnacle's behalf in the p

3. Waiver Unavailable -- Illinois Rule of Professional Conduct 1.7(b). The Committee has concluded that waiver is not available under Rule 1.7(b) because no reasonable lawyer could conclude that competent and diligent representation of both MTDC and Pinnacle is possible under these circumstances. The positions required are fundamentally irreconcilable. FORMAL RESOLUTION A written Conflicts Committee Resolution has be

1. Rachel Bernstein: Please prepare the external declination communication to MTDC's General Counsel, Terrence Whitfield. Consult with Helen Drazkowski to ensure that the letter does not disclose the identity of the existing client or the nature of the existing engagement. The letter should be professional and courteous, but must be carefully circumscribed.

2. Rachel Bernstein: Please prepare a referral memorandum identifying qualified alternative counsel with BIPA expertise who may be able to assist MTDC. We owe a professional courtesy to a prospective client of this stature, and I want the referral to be thoughtful and useful.

3. Jonathan Mercer: Please confirm in writing that no Pinnacle confidential information was shared with the proposed MTDC engagement team -- specifically Rachel Bernstein, Miriam Calloway, Devon Archer, and Nadia Petrov -- at any point during the intake process. This confirmation should be provided to this group and will be maintained in the conflicts file.

4. Colleen Farrow: Please update the firm's conflicts database to reflect the Committee's determination and initiate the matter closure process for Matter No. 1031-00001 once the declination has been communicated to MTDC. I want to thank all of you for your prompt attention to this matter and for the professionalism with which the Committee conducted its analysis. I recognize that this determination carries meaningfu