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Contract analysis / expert-retention-letter-vostrikova.docx
expert-retention-letter-vostrikova.docx
1033-00006 · 29 clauses
High · 0 Medium · 5 Standard · 4
1. Introduction and Purpose of Retention
1. Introduction and Purpose of Retention This firm, Calderwood & Harkness LLP, represents Redstone Gaming Corp. ("RGC"), a Nevada corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM, as plaintiff in the above-referenced trade libel action pending in the Superior Court of California, County of Los Angeles. RGC is a diversified gaming and media-entertainment company headquartered
2. Background of the Litigation
2. Background of the Litigation To place the scope of your engagement in context, we set forth below a summary of the relevant factual and procedural background of the litigation. Procedural History. RGC filed its original complaint in this action on February 5, 2024. Following limited motion practice, RGC filed a First Amended Complaint on March 18, 2024, adding a cause of action for negligent misrepresentation. The
3. The Defamatory Publications Medium
⚑ Assignment / subcontracting
3. The Defamatory Publications At the center of this litigation are three reports published by GPR in rapid succession in February 2024, each targeting RGC with sensationalized and, as the evidence will show, deliberately fabricated allegations of corporate fraud. The reports are as follows: (a) Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" — published on February 7, 2024. This report is approxi
4. Stock-Price Impact and Financial Data for Analysis Standard
⚑ Commercial term
4. Stock-Price Impact and Financial Data for Analysis As plaintiff's damages expert, you will be provided with detailed financial data regarding RGC and the impact of the defamatory publications on RGC's stock price and market capitalization. The following summary data will serve as a starting point for your analysis: RGC Key Financial Data (FY 2023): Stock-Price Decline Following the GPR Reports: At the trough closi
5. Scope of Engagement Standard
⚑ Commercial term
5. Scope of Engagement Your engagement will encompass the following principal areas of analysis, each of which is described in greater detail below. 5.1 Event-Study Analysis of RDGM Stock-Price Impact We request that you conduct a rigorous event-study analysis to isolate the impact of GPR's three reports on the market price of RDGM common stock. Specifically, your analysis should: (a) Remove market-wide and sector-sp
6. Materials to Be Provided
6. Materials to Be Provided Calderwood & Harkness LLP will provide the following materials, among others, for your review and analysis in connection with this engagement:
1. Complete copies of GPR Reports 1, 2, and 3 ("House of Cards," "Rigged Reels," and "Dou
1. Complete copies of GPR Reports 1, 2, and 3 ("House of Cards," "Rigged Reels," and "Double Down on Fraud");
2. RDGM daily stock-price and volume data for the relevant period, including data from fi Standard
⚑ Commercial term
2. RDGM daily stock-price and volume data for the relevant period, including data from financial data providers (e.g., Westmark Services Inc., Refinitiv) covering an estimation window sufficient for your event-study analysis;
3. RGC's audited consolidated financial statements for fiscal years 2021, 2022, and 2023,
3. RGC's audited consolidated financial statements for fiscal years 2021, 2022, and 2023, as audited by Pinnacle Audit & Advisory LLP;
4. RGC's SEC filings for the relevant period, including Annual Reports on Form 10-K, Quar
4. RGC's SEC filings for the relevant period, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K;
5. Brokerage records and trading data relating to GPR's and/or GPCP's short positions in
5. Brokerage records and trading data relating to GPR's and/or GPCP's short positions in RDGM common stock, to be obtained through party and, if necessary, third-party discovery;
6. Invoices, engagement letters, and records supporting RGC's out-of-pocket costs from Cr
6. Invoices, engagement letters, and records supporting RGC's out-of-pocket costs from Crestline Equity Partners Group Inc., Pinnacle Audit & Advisory LLP, and Hargrove & Sato LLP;
7. Deposition transcripts and relevant discovery materials, including document production
7. Deposition transcripts and relevant discovery materials, including document productions from defendants, as they become available during the course of discovery;
8. Pleadings and court filings, including the First Amended Complaint (filed March 18, 20
8. Pleadings and court filings, including the First Amended Complaint (filed March 18, 2024) and the court's Minute Order dated June 7, 2024, denying defendants' anti-SLAPP motion;
9. The Nevada Gaming Control Board's March 29, 2024 RNG audit clearance report;
9. The Nevada Gaming Control Board's March 29, 2024 RNG audit clearance report;
10. Analyst reports and media coverage relating to RDGM for the relevant period, to the e
10. Analyst reports and media coverage relating to RDGM for the relevant period, to the extent available and relevant to your analysis; and
11. Any additional documents, data, or information reasonably necessary for the completio
11. Any additional documents, data, or information reasonably necessary for the completion of your analysis, which we will endeavor to provide promptly upon request. We will coordinate the production of these materials to you in a secure and organized manner, and we expect the initial document production to be delivered to you within ten business days of receipt of your executed countersignature.
7. Timeline and Deliverables Medium
⚑ Notice / time limit to track
7. Timeline and Deliverables The litigation schedule currently contemplates the following key dates relevant to your engagement: Expert Report Deadline: September 9, 2024 — this is the date set by the court (or anticipated by the parties) for the simultaneous exchange of initial expert reports. Your final, signed expert report must be delivered to Calderwood & Harkness LLP no later than this date for timely exchange.
8. Fee Terms and Billing Standard
⚑ Commercial term
8. Fee Terms and Billing Dr. Vostrikova's and Meridian Forensic Economics LLC's standard hourly rates shall apply to all work performed in connection with this engagement. We request that you confirm, at your earliest convenience, your current hourly rate and the rates of any staff members, associates, or analysts at Meridian who will assist with any aspect of the engagement. We understand that your rates may differ
9. Confidentiality Obligations Medium
⚑ Liability cap to check against exposure
9. Confidentiality Obligations All information, documents, data, communications, and work product provided to or generated by Dr. Vostrikova and Meridian Forensic Economics LLC in connection with this engagement are strictly confidential and are protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. Dr. Vostrikova and Meridian Forensic Economics
10. Conflicts and Independence
10. Conflicts and Independence We request that Dr. Vostrikova confirm that neither she nor Meridian Forensic Economics LLC has any conflict of interest that would prevent acceptance of this retention or that could compromise the independence and credibility of her expert opinions. In particular, we ask that you confirm the following: (a) Neither Dr. Vostrikova nor Meridian has been previously retained by, or has any
11. Engagement Terms and Conditions Medium
⚑ Forum / governing law
11. Engagement Terms and Conditions The following additional terms and conditions shall govern this engagement: (a) Termination. This retention may be terminated by either party upon written notice to the other party. Termination by either party shall not relieve Calderwood & Harkness LLP of its obligation to compensate Dr. Vostrikova and Meridian for all work performed and costs incurred through the effective date o
12. Acceptance and Countersignature
12. Acceptance and Countersignature We are confident that your expertise and credentials will be of significant value to RGC in this important matter, and we look forward to working with you and your team. Please indicate your acceptance of this retention by signing and returning a copy of this letter to the undersigned at the address above, or by returning a signed PDF copy via email to fmorano@calderwoodharkness.co
1. Copy of the First Amended Complaint, filed March 18, 2024
1. Copy of the First Amended Complaint, filed March 18, 2024
2. Minute Order dated June 7, 2024 (denial of anti-SLAPP motion)
2. Minute Order dated June 7, 2024 (denial of anti-SLAPP motion)
3. GPR Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" (February 7, 2
3. GPR Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" (February 7, 2024)
4. GPR Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (Febr
4. GPR Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (February 14, 2024)
5. GPR Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" (February 21
5. GPR Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" (February 21, 2024)
6. RGC FY 2023 Audited Consolidated Financial Statements (Pinnacle Audit & Advisory LLP) Medium
⚑ Confidentiality undertaking
6. RGC FY 2023 Audited Consolidated Financial Statements (Pinnacle Audit & Advisory LLP) cc: Derek Olafson, General Counsel, Redstone Gaming Corp. Samuel Eklund, Billing Partner, Calderwood & Harkness LLP Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This communication and any attachments are privileged and confidential. If you are not the