Contract analysis

I. Executive Summary The purpose of this memorandum is to provide a comprehensive analysis of the grand jury subpoena duces tecum and ad testificandum issued to our client, Jonathan R. Caldwell, on behalf of Grand Jury No. 22-GJ-4481, empaneled in the United States District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007. This memorandum addresses the scope and burden of the su

1. Seek an extension of the return date to January 20, 2023, to allow sufficient time for document identification, collection, review, and production.

2. Propose a rolling production schedule to the government, permitting production to occur in tranches as documents are reviewed, rather than requiring a single comprehensive production on a date certain.

3. Defer the testimonial component of the subpoena pending the completion of document production and the government's review of the produced materials, thereby allowing both sides to focus on documents first and ensuring that any testimony is informed by a full understanding of the documentary record.

4. Begin immediate document identification, collection, and preservation across all relevant custodians and data sources, including the issuance of a formal litigation hold notice to Mr. Caldwell and to Caldwell Capital Advisors LLC. As an important threshold matter, I note that Mr. Caldwell has no criminal history of any kind. Based on initial discussions with Mr. Caldwell and a preliminary review of the subpoena's

II. Background A. The Client Jonathan R. Caldwell is a fifty-eight-year-old New York-based real estate investor and asset manager. He has been active in the commercial real estate industry for over thirty years and has developed a reputation as a prudent and disciplined investor focused principally on multifamily residential and mixed-use properties in the New York metropolitan area. Mr. Caldwell is the sole member a

III. Detailed Analysis of the Subpoena's Document Demands A. Overview of Document Categories The subpoena commands the production of all documents and communications falling within the date range of January 1, 2014 through December 31, 2021. This eight-year window encompasses the entire arc of the Caldwell-Stavros business relationship, from their initial meeting in approximately 2014 through a period extending appro

IV. Analysis of the Testimonial Component In addition to the document demands analyzed above, the subpoena commands Mr. Caldwell's personal testimony before Grand Jury No. 22-GJ-4481. The subpoena is styled as both duces tecum (requiring production of documents) and ad testificandum (requiring the witness to appear and give testimony). No specific testimony date has been set on the face of the subpoena; rather, the s

V. Identification of Custodians and Data Sources A. Primary Custodian: Jonathan R. Caldwell Mr. Caldwell is the primary custodian of responsive documents. Based on my initial discussions with him, the following data sources have been identified: Personal Email Account. Mr. Caldwell's principal email address is jrc@caldwellcap.com, which is hosted on CCA's email system. This account is likely the primary repository fo

VI. Assessment of Scope — Breadth and Burden The subpoena's document demands are broad in scope, covering a date range of January 1, 2014 through December 31, 2021 — a full eight-year period. This date range encompasses the entire Caldwell-Stavros business relationship, from the parties' initial meeting in approximately 2014 through a period extending approximately two years beyond the formal separation in December 2

VII. Privilege Considerations — Preliminary Assessment Several categories of potentially responsive documents may be subject to the attorney-client privilege and/or the work product doctrine. A preliminary assessment of these privilege issues is set forth below. A detailed privilege review protocol should be developed before document review commences, and a privilege log will need to be prepared and produced to the g

VIII. Recommendations A. Seek Extension of Return Date The original return date of December 9, 2022 is only three calendar days from the date of this memorandum, and compliance within that timeframe is plainly impossible. The subpoena's document demands are broad, the volume of potentially responsive documents is substantial, and a responsible privilege review cannot be conducted on such an abbreviated timeline. I re

IX. Estimated Timeline and Resources Based on my assessment of the scope of the subpoena, the volume of potentially responsive documents, and the workflow required for collection, processing, review, and production, I propose the following timeline: Week of December 5–9, 2022: • Engagement formalized and conflict check completed. • Formal document preservation and litigation hold notice issued to Mr. Caldwell and Cal

X. Conclusion The grand jury subpoena issued to Mr. Caldwell is broad in scope but facially valid. It does not present grounds for a motion to quash under Federal Rule of Criminal Procedure 17(c), and I do not recommend pursuing such a motion. The document demands, while extensive, are reasonably tailored to the subject matter of the government's investigation and the scope of Mr. Caldwell's business dealings with Ma

1. Formal extension request to AUSA Goldfarb, to be sent no later than December 7, 2022, requesting an extension of the return date to January 20, 2023 and proposing a rolling production schedule;

2. Issuance of a preservation and litigation hold notice to Mr. Caldwell and Caldwell Capital Advisors LLC, followed by the prompt commencement of document collection from all identified custodians and data sources;

3. Engagement of the e-discovery vendor (Clearpath Document Solutions Inc.) for processing, hosting, and production of electronically stored information; and

4. Proffer discussion with the government — specifically, a telephone conference with AUSA Goldfarb to confirm Mr. Caldwell's status, understand the government's priorities, and discuss the deferral of testimony. I am available to discuss this analysis in greater detail at your convenience and will begin implementing the recommendations outlined herein upon your approval. Daniel Obi Associate, Banking & Finance Pract