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Contract analysis / upjohn-warning-script-draft.docx
upjohn-warning-script-draft.docx
1044-00007 · 31 clauses
High · 0 Medium · 5 Standard · 0
I. INTRODUCTORY METADATA
I. INTRODUCTORY METADATA Intended Interviewees for Which This Script Is Designed:
1. Cédric Anouma — Managing Director, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
1. Cédric Anouma — Managing Director, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
2. Emeka Obiora — Country Manager, Thalassa Nigeria Limited (Lagos, Nigeria)
2. Emeka Obiora — Country Manager, Thalassa Nigeria Limited (Lagos, Nigeria)
3. Yves Kouadio — Finance Manager, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
3. Yves Kouadio — Finance Manager, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire)
4. Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL (Abidjan, Côte d'I
4. Adama Coulibaly — Operations Coordinator, Thalassa West Africa SARL (Abidjan, Côte d'Ivoire) This script has been prepared for use in connection with the above-referenced internal review. It is intended to be administered to each of the identified interviewees at the commencement of their respective interviews, as further described in the instructions set forth below.
II. PREFATORY INSTRUCTIONS TO INTERVIEWING ATTORNEYS
II. PREFATORY INSTRUCTIONS TO INTERVIEWING ATTORNEYS The following instructions govern the administration of the Upjohn warning script set forth in Section III of this document. All members of the interview team must read and familiarize themselves with these instructions before conducting any witness interview in this matter. A. Mandatory Oral Delivery of the Full Script. The warning script set forth in Section III
III. UPJOHN WARNING SCRIPT Medium
⚑ Confidentiality undertaking
III. UPJOHN WARNING SCRIPT The following script is to be read aloud in its entirety at the commencement of each interview, in accordance with the instructions set forth in Section II above. Opening Greeting. "Good [morning/afternoon]. Thank you for meeting with us today. We appreciate your willingness to take the time to speak with us. Before we begin our discussion, I need to explain a few important things about thi
IV. NOTES FOR INTERVIEWING ATTORNEYS
IV. NOTES FOR INTERVIEWING ATTORNEYS The following supplemental guidance is provided for the use of all members of the Calderwood & Harkness interview team assigned to this matter. These notes address operational protocols, logistical considerations, and procedural requirements that must be observed in connection with the administration of witness interviews. A. Personal Counsel Request Protocol If, at any point duri
1. Immediate Pause. The interview must be paused immediately upon receipt of the request.
1. Immediate Pause. The interview must be paused immediately upon receipt of the request. The interviewing attorney should not ask any further substantive questions and should not attempt to dissuade the interviewee from seeking personal counsel.
2. Reasonable Time. The interviewee must be provided with a reasonable period of time to
2. Reasonable Time. The interviewee must be provided with a reasonable period of time to identify, retain, and consult with their own personal counsel. What constitutes a "reasonable period" will depend on the circumstances, including the interviewee's location and the availability of qualified counsel in the relevant jurisdiction. For interviewees based in Abidjan, the interview team should be prepared to allow addi
3. No Substantive Questioning. Under no circumstances should the interview team proceed w
3. No Substantive Questioning. Under no circumstances should the interview team proceed with substantive questioning until the interviewee has either (a) consulted with personal counsel and indicated readiness to proceed, or (b) affirmatively and voluntarily waived the right to consult with personal counsel. Any such waiver should be documented clearly in the interview notes.
4. Rescheduling. If the interview must be rescheduled to accommodate the interviewee's re
4. Rescheduling. If the interview must be rescheduled to accommodate the interviewee's retention of personal counsel, coordinate the rescheduling through Victoria Chambers, who will liaise with the Company's in-house legal contact as necessary. B. French Translation Protocol For interviews to be conducted in French — anticipated for the interviews of Cédric Anouma (Managing Director, Thalassa West Africa SARL), Yves
1. Certified French Translation. A certified French translation of the complete Upjohn wa
1. Certified French Translation. A certified French translation of the complete Upjohn warning script set forth in Section III above must be prepared before any French-language interview is conducted. The translation is to be prepared by Dossou & Mensah Avocats, located in Abidjan, Côte d'Ivoire, upon reactivation of the matter and the formal retention of that firm as Ivorian local counsel.
2. Lead Contact. The lead contact at Dossou & Mensah Avocats is Maître Amadou Dossou. All
2. Lead Contact. The lead contact at Dossou & Mensah Avocats is Maître Amadou Dossou. All communications regarding the preparation of the French translation should be directed to Maître Dossou or, in his absence, to the firm contact designated by him.
3. Current Status of Retention. As of the date of this draft, Dossou & Mensah Avocats has
3. Current Status of Retention. As of the date of this draft, Dossou & Mensah Avocats has been consulted but has not yet been formally retained as Ivorian local counsel. Preliminary consultations between Calderwood & Harkness and Dossou & Mensah Avocats took place on September 22, 2022, and October 3, 2022. However, the matter was placed in dormant status effective September 30, 2022, and the formal retention of Doss
4. Review and Approval. The certified French translation must be reviewed and approved by
4. Review and Approval. The certified French translation must be reviewed and approved by Victoria Chambers and Jasmine Thornton before deployment. If any member of the interview team has concerns about the accuracy or completeness of the translation, those concerns should be raised with Victoria Chambers promptly.
5. Retention of English Original. The English-language version of the script should be re
5. Retention of English Original. The English-language version of the script should be retained in the interview file alongside the French translation for reference and archival purposes. C. Two-Attorney Protocol Two Calderwood & Harkness attorneys must be present at each witness interview conducted in connection with this matter. The roles are as follows:
1. Questioning Attorney. One attorney conducts the substantive questioning of the intervi
1. Questioning Attorney. One attorney conducts the substantive questioning of the interviewee, including the oral administration of the Upjohn warning. This attorney is responsible for managing the flow of the interview, asking follow-up questions, and ensuring that all relevant topics are covered.
2. Note-Taking Attorney. The second attorney takes contemporaneous, detailed notes of the
2. Note-Taking Attorney. The second attorney takes contemporaneous, detailed notes of the interview. These notes should capture, as accurately and comprehensively as possible, the questions asked and the interviewee's responses, as well as any significant observations regarding the interviewee's demeanor, hesitations, or requests for clarification. The note-taking attorney should refrain from asking questions during
3. Interview Team Composition. The interview team for this matter consists of the followi Medium
⚑ Assignment / subcontracting
3. Interview Team Composition. The interview team for this matter consists of the following Calderwood & Harkness attorneys, who may be assigned to interviews in any combination of two: • Victoria Chambers — Partner • Jasmine Thornton — Lead Associate • Liam Donahue — Working Associate Assignment of interview team members to specific interviews will be determined by Victoria Chambers based on scheduling, subject-matt
1. General Prohibition. Interviews conducted in connection with this matter must not be r
1. General Prohibition. Interviews conducted in connection with this matter must not be recorded by audio or video means without the prior written authorization of Victoria Chambers. This prohibition applies to all members of the interview team as well as to any other persons present during the interview.
2. Local Law Compliance. In the event that recording is authorized by Victoria Chambers, Medium
⚑ Liability cap to check against exposure
2. Local Law Compliance. In the event that recording is authorized by Victoria Chambers, the interview team must ensure that any recording complies with all applicable local laws in the jurisdiction where the interview is conducted. For interviews conducted in Abidjan, Côte d'Ivoire, the interview team must consult with Dossou & Mensah Avocats regarding applicable Ivorian law, including but not limited to the require
3. Nigerian Local Counsel Contact. For any Nigerian-law issues arising in connection with
3. Nigerian Local Counsel Contact. For any Nigerian-law issues arising in connection with the interview of Emeka Obiora in Lagos, the lead contact is Ngozi Okafor, Lead Partner, at Okafor Bassey & Partners, Lagos, Nigeria. Coordination with Okafor Bassey & Partners on Nigerian law requirements, including any data-privacy, employment-law, or recording-consent requirements, should be managed through Jasmine Thornton wi
1. Privilege Markings. Each post-interview memorandum must be prominently marked on every Medium
⚑ Confidentiality undertaking
1. Privilege Markings. Each post-interview memorandum must be prominently marked on every page with the following legend: "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT."
2. Content. The memorandum should include, at a minimum: (a) the date, time, location, an
2. Content. The memorandum should include, at a minimum: (a) the date, time, location, and duration of the interview; (b) the names and titles of all persons present; (c) confirmation that the Upjohn warning was administered in full and that the interviewee acknowledged each point; (d) a summary of the key facts elicited during the interview, organized by topic; (e) any documents shown to or discussed with the interv
3. Filing. Each completed memorandum must be filed in the matter folder under sub-folder
3. Filing. Each completed memorandum must be filed in the matter folder under sub-folder 05_Research/Interviews within the 1044-00007 matter directory. The matter folder structure, as established per Victoria Chambers's internal email of September 30, 2022, is organized as follows: • 01_Engagement • 02_Correspondence • 03ClientProductions • 04C&HMemoranda • 05_Research • 06GoldenshoreAgency_Agreement • 07FinancialAna
4. Timing. The post-interview memorandum should be completed as promptly as practicable f
4. Timing. The post-interview memorandum should be completed as promptly as practicable following the conclusion of the interview, and in no event later than forty-eight (48) hours after the interview, to ensure accuracy and completeness of the record while the interview is fresh in the attorneys' minds. F. Status Note This Upjohn warning script is in DRAFT status as of August 22, 2022. The following status informati
1. Interviews Not Yet Scheduled. As of the date of this draft, no witness interviews have
1. Interviews Not Yet Scheduled. As of the date of this draft, no witness interviews have been scheduled in connection with this matter. The script has been prepared in anticipation of interviews that are expected to take place following finalization of the document-review phase and completion of certain preliminary investigative steps.
2. Dormant Status. The matter was subsequently placed in dormant status effective Septemb
2. Dormant Status. The matter was subsequently placed in dormant status effective September 30, 2022, at the request of Nikolaos Karavelis, Chairman of the Board and 68% controlling shareholder of Thalassa Shipping & Logistics SA, pending internal budget discussions within the Company. All active work on the matter was suspended as of that date.
3. Conditions for Reactivation and Deployment. This script will be finalized and deployed
3. Conditions for Reactivation and Deployment. This script will be finalized and deployed upon the satisfaction of the following conditions: (a) Reactivation of the matter by the Company, including resolution of the internal budget discussions referenced above and confirmation of continued engagement of Calderwood & Harkness LLP; (b) Completion of outstanding document production by the Company, including production o
4. Further Revisions. This script may be revised prior to deployment to reflect any chang Medium
⚑ Confidentiality undertaking
4. Further Revisions. This script may be revised prior to deployment to reflect any changes in law, regulation, or guidance; any additional factual developments in the matter; or any feedback from Ivorian or Nigerian local counsel regarding jurisdiction-specific requirements for employee interviews. DOCUMENT HISTORY PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This document was pre