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Contract analysis / litigation-hold-memorandum.docx
litigation-hold-memorandum.docx
1033-00006 · 50 clauses
High · 2 Medium · 14 Standard · 2
I. Purpose and Legal Obligation High
⚑ Penalty / liquidated damages
I. Purpose and Legal Obligation Calderwood & Harkness LLP ("C&H") has been retained by Redstone Gaming Corp. ("RGC" or the "Company") to pursue claims of trade libel, intentional interference with prospective economic advantage, and unfair business practices under California Business and Professions Code Section 17200 et seq. against Grizzly Peak Research LLC ("GPR"). These claims arise from GPR's publication of fals
II. Background and Scope of Litigation Standard
⚑ Commercial term
II. Background and Scope of Litigation A. The Parties Plaintiff — Redstone Gaming Corp. RGC is a Nevada corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "RDGM." The Company is headquartered at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. Its Employer Identification Number is 88-0412793. RGC operates eleven casino-resort properties across Nevada, New Jersey, a
III. Categories of Documents and ESI to Be Preserved Medium
⚑ Liability cap to check against exposure
III. Categories of Documents and ESI to Be Preserved The following categories describe the types of documents, ESI, and tangible materials that must be preserved under this litigation hold. These categories are intended to be illustrative and not exhaustive. Any document, ESI, or tangible item that is or may be relevant to the claims or defenses in this action—or that might reasonably lead to the discovery of relevan
1. All copies—whether in print, electronic, cached, archived, or any other format—of the
1. All copies—whether in print, electronic, cached, archived, or any other format—of the three GPR reports identified in Section II.B above (i.e., "House of Cards," "Rigged Reels," and "Double Down on Fraud"), as well as any additional GPR publications referencing RGC or RDGM.
2. All screenshots, downloads, web archives (including Wayback Machine captures), PDF sav
2. All screenshots, downloads, web archives (including Wayback Machine captures), PDF saves, or other preserved copies of grizzlypeakresearch.com content referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates.
3. All screenshots, downloads, or archives of posts from GPR's social media account @Griz
3. All screenshots, downloads, or archives of posts from GPR's social media account @GrizzlyPeakRes referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates, including any related comments, replies, retweets, reposts, or engagements.
4. Any internal RGC analyses, summaries, memoranda, presentations, spreadsheets, or respo
4. Any internal RGC analyses, summaries, memoranda, presentations, spreadsheets, or responses prepared in reaction to the GPR reports, whether prepared by RGC employees, officers, board members, or outside advisors.
5. All media coverage, analyst commentary, blog posts, industry publications, or other th Medium
⚑ Liability cap to check against exposure
5. All media coverage, analyst commentary, blog posts, industry publications, or other third-party publications referencing the GPR reports and RGC, including articles from financial news outlets, transcripts of television or radio appearances, and postings on financial message boards or social media platforms. B. Financial and Accounting Records All financial and accounting records relevant to the allegations contai
1. All documents relating to RGC's FY 2023 revenue, including but not limited to revenue Medium
⚑ Liability cap to check against exposure
1. All documents relating to RGC's FY 2023 revenue, including but not limited to revenue recognition schedules, intercompany transaction records, consolidation workpapers, elimination entries, segment reporting data, and any supporting documentation, relevant to rebutting GPR's allegation that approximately $410 million in FY 2023 revenue was fabricated through fictitious intercompany transactions.
2. All documents relating to RGC's relationships, transactions, agreements, and communica
2. All documents relating to RGC's relationships, transactions, agreements, and communications with any entity named "Vermilion Holdings LLC," or any entity or individual referenced in GPR's related-party allegations (Report 3), including corporate formation documents, operating agreements, contracts, invoices, payment records, wire transfer confirmations, and correspondence.
3. All communications with Pinnacle Audit & Advisory LLP (engagement partner: Walter Ng, Medium
⚑ Liability cap to check against exposure
3. All communications with Pinnacle Audit & Advisory LLP (engagement partner: Walter Ng, CPA; office: 400 South 4th Street, Suite 600, Las Vegas, Nevada 89101), including but not limited to audit workpapers, management representation letters, audit committee correspondence, engagement letters, independence confirmations, internal control assessments, and any supplemental or forensic audit engagement materials, whethe
4. General ledger entries, journal entries, trial balances, and all supporting documentat
4. General ledger entries, journal entries, trial balances, and all supporting documentation for intercompany transactions during FY 2022 and FY 2023, including invoices, contracts, purchase orders, delivery confirmations, and any related approvals or authorizations.
5. All Board of Directors and Audit Committee minutes, presentations, agendas, resolution Medium
⚑ Liability cap to check against exposure
5. All Board of Directors and Audit Committee minutes, presentations, agendas, resolutions, and supporting materials from January 1, 2022, through the present, to the extent they reference financial reporting, intercompany transactions, related-party transactions, revenue recognition, auditor communications, or any of the subject matters addressed in GPR's reports. C. RDGM Stock Trading Records All records relating t
1. All records of trading in RDGM securities—including common stock, put and call options
1. All records of trading in RDGM securities—including common stock, put and call options, derivatives, swaps, and any other financial instruments referencing or linked to RDGM—by RGC, its officers, directors, and insiders (as defined under Section 16 of the Securities Exchange Act of 1934) from January 1, 2024, through the present and on a continuing basis.
2. All insider trading compliance records, Section 16 filings (including Forms 3, 4, and
2. All insider trading compliance records, Section 16 filings (including Forms 3, 4, and 5), Rule 10b5-1 trading plans and any amendments or terminations thereof, and pre-clearance requests and approvals for all officers and directors from January 1, 2024, through the present.
3. All communications with brokers, broker-dealers, market makers, prime brokers, or othe
3. All communications with brokers, broker-dealers, market makers, prime brokers, or other counterparties regarding RDGM trading activity, including trade confirmations, account statements, order tickets, and settlement instructions.
4. Share price data, trading volume data, bid-ask spread data, short interest data, and a Medium
⚑ Liability cap to check against exposure
4. Share price data, trading volume data, bid-ask spread data, short interest data, and analyst reports for RDGM from January 1, 2024, through the present, whether obtained from market data providers, internal systems, or publicly available sources. D. Nevada Gaming Control Board Correspondence All documents and communications relating to RGC's regulatory relationship with the Nevada Gaming Control Board must be pres
1. All correspondence, submissions, filings, reports, and communications between RGC (or
1. All correspondence, submissions, filings, reports, and communications between RGC (or any of its subsidiaries, officers, employees, or agents) and the Nevada Gaming Control Board ("NGCB") relating to RNG software, payout statistics, gaming-equipment certifications, gaming license applications or renewals, regulatory compliance, and any other matters related to the subject matter of GPR's reports.
2. All internal testing records, certification documents, third-party laboratory test res
2. All internal testing records, certification documents, third-party laboratory test results, quality-assurance reports, validation studies, and compliance assessments for RGC's proprietary electronic gaming platforms and RNG systems, whether performed internally or by independent testing laboratories.
3. All documents relating to any regulatory audit, inspection, inquiry, examination, or i Medium
⚑ Liability cap to check against exposure
3. All documents relating to any regulatory audit, inspection, inquiry, examination, or investigation conducted by the NGCB (or any other state gaming regulatory authority in New Jersey or Mississippi) from January 1, 2022, through the present, including audit findings, corrective action plans, responses to deficiency notices, and follow-up correspondence. E. Communications Referencing Key Individuals and Entities Al
1. All press releases, public statements, earnings call transcripts and recordings, inves
1. All press releases, public statements, earnings call transcripts and recordings, investor presentations, roadshow materials, and Form 8-K filings from January 1, 2024, through the present.
2. All communications—whether inbound or outbound—with securities analysts, institutional Standard
⚑ Commercial term
2. All communications—whether inbound or outbound—with securities analysts, institutional investors, shareholders, prospective investors, media representatives, journalists, or any other third parties regarding GPR's reports, the allegations contained therein, RGC's stock price or market capitalization, or RGC's financial performance or regulatory compliance.
3. All communications with Crestline Equity Partners Group Inc. (RGC's crisis-communicati
3. All communications with Crestline Equity Partners Group Inc. (RGC's crisis-communications advisor; lead contact: Simone Arecchi; office: 9255 Sunset Boulevard, Suite 710, West Hollywood, California 90069) relating to the GPR reports, RGC's public response thereto, media strategy, message development, stakeholder outreach, and any related matters. This includes engagement letters, strategy memoranda, draft press st
4. All social media posts, monitoring reports, engagement analytics, and related data for Medium
⚑ Liability cap to check against exposure
4. All social media posts, monitoring reports, engagement analytics, and related data for RGC's corporate social media accounts (including but not limited to accounts on Westvale Solutions, Westmark Health IT, Kestrel Services Inc., Northpoint Services Inc., and Crowne Albany Partners LLC), particularly those relating to or posted in response to GPR's reports or the resulting public discourse. G. Insurance-Related Do
1. All documents relating to RGC's directors' and officers' ("D&O") liability insurance c
1. All documents relating to RGC's directors' and officers' ("D&O") liability insurance coverage maintained with Atlas National Insurance Group (777 South Figueroa Street, Suite 2800, Los Angeles, California 90017), including the current policy (and all endorsements, amendments, and riders), declarations pages, policy applications, renewal correspondence, premium payment records, and any prior claims history.
2. All notices of claim or notices of circumstances delivered to Atlas National Insurance
2. All notices of claim or notices of circumstances delivered to Atlas National Insurance Group in connection with this matter or any related matter, including copies of the notices, any acknowledgment from the insurer, and any subsequent correspondence with Atlas National regarding coverage, reservations of rights, or claim handling.
3. Any correspondence with insurance brokers, intermediaries, or coverage counsel regardi Medium
⚑ Notice / time limit to track
3. Any correspondence with insurance brokers, intermediaries, or coverage counsel regarding the availability, scope, or application of D&O or other insurance coverage to the claims asserted in this litigation or any related regulatory proceedings. Please note that Atlas National Insurance Group has been put on notice of the circumstances giving rise to this litigation; however, no formal claim has been triggered on R
1. Any communications with the U.S. Securities and Exchange Commission ("SEC"), whether f
1. Any communications with the U.S. Securities and Exchange Commission ("SEC"), whether formal or informal, including subpoenas, document requests, interrogatories, investigative orders, voluntary request letters, Wells notices, and any RGC responses thereto.
2. Any communications with the Nevada Gaming Control Board, the New Jersey Division of Ga
2. Any communications with the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, or any other state or federal gaming regulatory authority relating to inquiries or investigations prompted by GPR's reports.
3. All internal documents, memoranda, and analyses prepared in anticipation of or in resp
3. All internal documents, memoranda, and analyses prepared in anticipation of or in response to any regulatory inquiry, including document collection logs, witness preparation materials, and timeline analyses. To the extent that no formal regulatory inquiry has been initiated as of the date of this memorandum, RGC must nonetheless preserve all documents that could become relevant to any such inquiry, including any i
I. Legal Counsel Communications
I. Legal Counsel Communications All communications and documents relating to the engagement of and interactions with outside legal counsel must be preserved, subject to the protection of the attorney-client privilege and the work-product doctrine:
1. All communications with Hargrove & Sato LLP (RGC's Nevada gaming regulatory counsel; 3
1. All communications with Hargrove & Sato LLP (RGC's Nevada gaming regulatory counsel; 300 South 4th Street, Suite 1800, Las Vegas, Nevada 89101) relating to regulatory response matters connected to GPR's allegations, including engagement letters, legal memoranda, regulatory strategy documents, and correspondence with regulatory authorities prepared by or in coordination with Hargrove & Sato.
2. All internal legal department files, memoranda, analyses, research, and work product r
2. All internal legal department files, memoranda, analyses, research, and work product relating to GPR, the GPR reports, the allegations contained therein, and the subject matter of this litigation.
3. All communications with Calderwood & Harkness LLP relating to this litigation, includi
3. All communications with Calderwood & Harkness LLP relating to this litigation, including this memorandum, all prior and subsequent correspondence, and all documents provided to or received from C&H. All materials in this category should be clearly identified and maintained as privileged. Custodians should take care not to disclose privileged materials to any third party without first consulting with Derek Olafson
IV. Identified Key Custodians Medium
⚑ Liability cap to check against exposure
IV. Identified Key Custodians The following individuals are designated as key custodians whose files, email accounts, electronic devices, and physical files must be preserved in their entirety for all documents and ESI falling within the scope of this litigation hold. The custodian list reflects those individuals who, based on their roles and responsibilities, are most likely to possess documents and communications r
V. Types of Media and Systems Subject to the Hold
V. Types of Media and Systems Subject to the Hold This litigation hold applies to all documents and ESI regardless of the medium, format, or system in which they are stored. The following is a non-exhaustive list of the types of media and systems that are subject to this hold: • Email systems, including server-based email (e.g., Strathmore Data Systems), cloud-based email (e.g., Ashgrove Software, Northgate Software)
VI. Obligations of Custodians and IT Department
VI. Obligations of Custodians and IT Department A. Immediate Actions Required The following actions must be taken immediately upon receipt of this memorandum:
1. Suspend all automatic deletion, overwriting, or recycling of electronic data for all c
1. Suspend all automatic deletion, overwriting, or recycling of electronic data for all custodians and systems identified in this memorandum. This includes suspending auto-delete policies on email accounts, suspending the rotation or overwriting of backup tapes, disabling auto-purge features on voicemail systems, and halting any other automated processes that would result in the destruction of potentially relevant da
2. Notify RGC's IT department to preserve all backup tapes, disaster-recovery media, serv
2. Notify RGC's IT department to preserve all backup tapes, disaster-recovery media, server images, and system snapshots in their current state. The IT department must receive a copy of this memorandum (or a summary directive authorized by Derek Olafson) and must confirm in writing that all automated deletion or overwriting processes have been suspended for the relevant systems and custodians.
3. Instruct each identified custodian to refrain from deleting, modifying, altering, over
3. Instruct each identified custodian to refrain from deleting, modifying, altering, overwriting, discarding, shredding, or otherwise destroying any documents or ESI falling within the scope of this hold. Custodians must not rearrange, reorganize, or alter the metadata of electronic files within the scope of the hold. Custodians must also refrain from using any data-wiping or file-cleaning software on devices that ma
4. Collect and preserve documents and ESI on personal devices and personal accounts. Each Medium
⚑ Liability cap to check against exposure
4. Collect and preserve documents and ESI on personal devices and personal accounts. Each custodian must identify and preserve any documents or ESI that may exist on personal devices (smartphones, tablets, home computers) or personal email or cloud accounts (e.g., personal Northgate Software, personal Larkspur Technologies) that fall within the scope of this hold. If a custodian has used a personal device or account
VII. Consequences of Non-Compliance High
⚑ Penalty / liquidated damages
VII. Consequences of Non-Compliance The consequences of failing to comply with this litigation hold are severe and may affect both the Company and individual custodians. All custodians and RGC personnel who receive this memorandum must treat this hold with the highest priority and must take immediate and diligent steps to ensure compliance. Spoliation of evidence—defined as the destruction or material alteration of e
VIII. Acknowledgment and Confirmation
VIII. Acknowledgment and Confirmation Each identified custodian is requested to sign and return the attached Custodian Acknowledgment Form (see Attachment A) confirming receipt of and compliance with this Litigation Hold Memorandum. The signed Acknowledgment Form must be returned within three (3) business days of the custodian's receipt of this memorandum. By signing the Acknowledgment Form, each custodian confirms t
IX. Duration and Modification
IX. Duration and Modification This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written notice releasing the hold. No oral communication, informal instruction, or passage of time will be deemed to terminate, modify, or limit this hold in any way. The hold will survive changes in personnel, changes in counsel, and changes in the status of the litigation unless expressly modified or
X. Contact Information Medium
⚑ Confidentiality undertaking
X. Contact Information For any questions, concerns, or guidance regarding this litigation hold, the preservation obligations described herein, or the scope of documents and ESI to be preserved, please contact: Carlos Espinoza Lead Associate Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7243 Email: cespinoza@calderwoodharkness.com Supervising Partner: F
1. Receipt. I have received a copy of the Litigation Hold Memorandum dated February 5, 20
1. Receipt. I have received a copy of the Litigation Hold Memorandum dated February 5, 2024, issued by Calderwood & Harkness LLP in connection with the matter of Redstone Gaming Corp. v. Grizzly Peak Research LLC, Superior Court of California, County of Los Angeles, Case No. 24STCV-01892.
2. Understanding. I have read the Litigation Hold Memorandum in its entirety and understa
2. Understanding. I have read the Litigation Hold Memorandum in its entirety and understand my obligation to preserve all documents, electronically stored information ("ESI"), and tangible materials within the scope described therein.
3. Compliance. I commit to comply with all terms and conditions of the litigation hold, i Medium
⚑ Liability cap to check against exposure
3. Compliance. I commit to comply with all terms and conditions of the litigation hold, including but not limited to refraining from deleting, destroying, modifying, discarding, or otherwise altering any documents or ESI that fall within the scope of the hold, and continuing to preserve all relevant materials on a going-forward basis.
4. No Prior Destruction. I confirm that, to the best of my knowledge, no documents or ESI
4. No Prior Destruction. I confirm that, to the best of my knowledge, no documents or ESI that are relevant to this litigation or that fall within the scope of the litigation hold have been destroyed, deleted, discarded, or materially altered since I first became aware of the dispute with Grizzly Peak Research LLC or the filing of this lawsuit.
5. Notification. I will promptly notify Derek Olafson, General Counsel of Redstone Gaming Medium
⚑ Confidentiality undertaking
5. Notification. I will promptly notify Derek Olafson, General Counsel of Redstone Gaming Corp., or Carlos Espinoza of Calderwood & Harkness LLP, of any questions, concerns, or issues that arise in connection with my compliance with this litigation hold, including any circumstances that may affect my ability to preserve relevant materials (such as a change in devices, departure from the Company, or discovery of addit