MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner
FROM: Megan Chu, Lead Associate; Derek Okonkwo, Working Associate
DATE: May 15, 2025
RE: Conflicts Clearance — Proposed Immigration Engagement for Optiwave Semiconductor Corp. (Proposed Engagement Reference: SC-OWS-2025-0520-IMM)
OFFICE: Calderwood & Harkness LLP, 555 South Grand Avenue, 38th Floor, Los Angeles, CA 90071 / 101 California Street, 27th Floor, San Francisco, CA 94111
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the internal use of Calderwood & Harkness LLP personnel identified in the distribution list. This memorandum should not be disclosed to any person outside the firm without the prior written authorization of the Responsible Partner. Any inadvertent disclosure does not constitute a waiver of any applicable privilege.
1. Purpose and Summary
The purpose of this memorandum is to document the results of the firm's conflicts clearance review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Optiwave Semiconductor Corp. ("OWS" or the "Prospective Client") for ongoing employment-based visa program legal services. The proposed engagement encompasses representation of OWS as petitioner-employer in matters involving H-1B specialty occupation visa classifications and O-1 extraordinary ability visa classifications, as well as ancillary immigration compliance advisory work.
The conflicts clearance process was initiated on May 15, 2025, in advance of the anticipated engagement opening date of May 20, 2025. In accordance with the Firm's Conflicts Clearance Policy (revised January 2024), all prospective clients, affiliated entities, adverse parties, related third parties, individual beneficiaries, and engagement team members were submitted for comprehensive screening through the Firm's Conflicts Management System.
Conclusion: Based on the thorough review described herein, no conflicts of interest — whether actual, potential, or positional — have been identified that would preclude the Firm from undertaking the proposed engagement. The engagement may proceed, and the engagement letter bearing reference number SC-OWS-2025-0520-IMM may be executed on or after May 20, 2025, subject to final approval by the Responsible Partner.
The scope of the proposed engagement encompasses the following areas of work:
(a) Management of an ongoing employment-based visa program for OWS, encompassing approximately eighteen (18) current visa holders (fourteen H-1B holders and four O-1 holders) and a pipeline of twelve (12) prospective candidates for fiscal year 2026;
(b) Petition preparation, assembly, and filing for new H-1B and O-1 petitions, as well as extensions, amendments, and transfers as needed;
(c) Labor Condition Application ("LCA") preparation and filing with the U.S. Department of Labor, Office of Foreign Labor Certification;
(d) Development, implementation, and maintenance of LCA compliance infrastructure, including public access file management, posting requirements, and wage-level compliance;
(e) I-9 compliance advisory services, including review of employment eligibility verification procedures and coordination with OWS's E-Verify provider;
(f) Government correspondence on behalf of OWS with U.S. Citizenship and Immigration Services ("USCIS"), the U.S. Department of Labor ("DOL"), and other relevant federal agencies; and
(g) General immigration program strategic counseling as reasonably requested by OWS's General Counsel and Immigration Program Manager.
2. Client Identification
2.1 Prospective Client
The following information was gathered from OWS's General Counsel, Patricia Langford, during the intake process, and has been verified against publicly available records and the Prospective Client's audited financial statements provided by Pendleton Accounting Group LLP.
Key Personnel:
• Chief Executive Officer: Arvind Velathan — Mr. Subramanian co-founded OWS in 2017 and has served as CEO since inception. He holds ultimate authority over corporate immigration policy and strategy.
• General Counsel: Patricia Langford — Ms. Langford is the primary legal contact for the proposed engagement. She joined OWS in January 2021 and oversees all external legal engagements. She will serve as the authorizing signatory on the engagement letter.
• Immigration Program Manager: Rajesh Anand — Mr. Anand is the designated day-to-day immigration coordinator at OWS and will serve as the primary operational contact for the engagement team. He manages the internal immigration tracker, coordinates with beneficiaries on document collection, and liaises with OWS's human resources department.
• Director of Human Resources: Samantha Kowalski — Ms. Kowalski oversees all HR operations, including onboarding, benefits administration, and I-9 compliance processes. She will be a secondary contact for I-9 compliance advisory matters.
• VP of Engineering: Dr. Yun-Sheng Chen — Dr. Chen leads the engineering organization and is the hiring manager for the majority of the H-1B and O-1 beneficiaries. He may be called upon to provide specialty occupation attestations and expert opinion letters in connection with visa petitions.
2.2 Majority Shareholder / Affiliated Entity
Given the significance of the majority shareholder's position in OWS's corporate structure, the Firm has identified and screened the following affiliated entity as part of the conflicts clearance process:
Crestline Ventures Fund IV, LP is a growth-stage private equity fund focused on semiconductor, advanced materials, and deep-tech investments. Its role with respect to OWS is that of a private equity sponsor. Crestline IV acquired its majority equity stake in OWS on September 15, 2022, as part of a Series C investment round. As the holder of a 62.4% equity interest with two board seats, Crestline IV exercises significant governance influence over OWS.
It is important to note that the proposed engagement is with OWS directly, not with Crestline Ventures Fund IV, LP or any other Crestline entity. However, because Crestline IV holds a majority ownership position and maintains board-level representation, the Firm has identified Crestline IV and its general partner, Crestline Ventures Management IV, LLC, as affiliated entities for conflicts screening purposes. This approach is consistent with the Firm's policy of screening entities that exercise control over or have substantial governance authority with respect to a prospective client, even when such entities are not themselves parties to the engagement.
Additionally, it bears noting that the transition of OWS's immigration legal work to Calderwood & Harkness was prompted, in part, by Crestline's portfolio-wide consolidation of outside counsel relationships. The Firm understands that Crestline has undertaken a broader initiative to rationalize the legal service providers engaged by its portfolio companies, and OWS's transition from its prior immigration counsel, Whitfield & Parekh LLP, to Calderwood & Harkness is one component of that initiative.
3. Proposed Engagement Team
The following attorneys and staff have been identified as the engagement team for the proposed OWS immigration matter. Each team member has been individually cleared through the Firm's Conflicts Management System to confirm that no personal conflicts of interest exist with respect to any of the parties or entities identified in this memorandum.
The staffing structure reflects a cross-practice engagement model. Mr. Bower and Ms. Whitman serve in responsible and billing partner capacities, respectively, based on their pre-existing relationship with Crestline Ventures and its portfolio companies through the Firm's Bankruptcy & Restructuring practice. Dr. Marchetti provides substantive immigration law expertise as the senior practitioner in the Firm's Immigration & Global Mobility practice group. Ms. Chu and Mr. Okonkwo, both associates with cross-practice designations in immigration, will handle day-to-day petition preparation, compliance advisory, and client communications. Ms. Benavides will manage case file assembly, government filing logistics, and beneficiary document coordination.
All six members of the engagement team have been individually searched in the Firm's Conflicts Management System. No personal conflicts — including prior employment, family relationships, financial interests, or other disqualifying circumstances — were identified for any team member with respect to OWS, Crestline IV, or any other party identified in the search list set forth in Section 4.
4. Parties and Entities Searched
4.1 Complete Search List
The following is a comprehensive listing of all entities and individuals submitted to the Firm's Conflicts Management System for screening. This list was compiled based on information provided by Patricia Langford (General Counsel, OWS) and Rajesh Anand (Immigration Program Manager, OWS) during the intake process, supplemented by the Firm's independent research into OWS's corporate structure, service providers, and affiliated entities.
A. Entities
1. Optiwave Semiconductor Corp. — Prospective client. 4820 Veltrano Parkway, Suite 300, San Jose, CA 95134. EIN: 82-4931076.
2. Crestline Ventures Fund IV, LP — Majority shareholder of OWS (62.4% equity). 1900 Embarcadero Road, Suite 450, Palo Alto, CA 94303.
3. Crestline Ventures Management IV, LLC — General partner of Crestline Ventures Fund IV, LP. Same address as Crestline IV.
4. Whitfield & Parekh LLP — Prior immigration counsel for OWS. Engagement concluded April 30, 2025. Transitioning files to Calderwood & Harkness on a cooperative basis. 600 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90017.
5. Granville Staffing Solutions, Inc. — Third-party staffing vendor. Certain OWS H-1B employees were initially placed through Granville on a contingent staffing basis before converting to direct OWS employment, which is relevant to the H-1B transfer and amendment petition history for those individuals. 777 South Alameda Street, Suite 200, Los Angeles, CA 90021.
6. Pendleton Accounting Group LLP — OWS's external auditor and tax advisor. Provides annual audited financial statements and prevailing wage analysis support for LCA filings. 2300 Clayton Road, Suite 700, Concord, CA 94520.
7. Ridgeline Relocation Services LLC — Relocation logistics provider engaged by OWS to manage international employee relocation, including temporary housing, shipment of household goods, and destination services. 350 South Figueroa Street, Suite 620, Los Angeles, CA 90071.
8. Sentinel Background Verification Corp. — Background check and E-Verify support provider for OWS. 9100 Centre Pointe Drive, Suite 400, West Chester, OH 45069.
9. Capitol Registered Agents Inc. — OWS's registered agent in the State of Delaware. 1209 Orange Street, Wilmington, DE 19801.
10. Northfield University Research Lab — Current employer of pipeline candidate Dr. Kenji Watanabe, who is a prospective H-1B cap-exempt transfer beneficiary. 2500 University Drive, Northfield, MN 55057.
11. Cascade Institute of Technology — Current employer of pipeline candidate Dr. Ingrid Halvorsen, who is a prospective H-1B cap-exempt transfer beneficiary. 8900 Technology Boulevard, Hillsboro, OR 97124.
B. Government Agencies (Noted for Completeness; Not Subject to Conflicts Screening)
The following government agencies are identified for the record as entities before which the Firm will appear or file on behalf of OWS. Because government agencies cannot be clients of the Firm and no adverse-party relationship is possible in the context of administrative immigration filings, these agencies are not subject to the Firm's conflicts clearance procedures. They are noted here solely for the purpose of completeness.
• U.S. Citizenship and Immigration Services (USCIS) — Adjudicating agency for H-1B and O-1 petitions.
• U.S. Department of Labor (DOL) / Office of Foreign Labor Certification (OFLC) — Certifying agency for Labor Condition Applications.
• DOL Wage and Hour Division (WHD) — Enforcement authority for LCA compliance obligations.
C. Key Individuals
The following individuals were searched in the Firm's Conflicts Management System by full name, with additional cross-referencing against known aliases, former names, and associated entities:
1. Arvind Velathan — Chief Executive Officer, OWS
2. Patricia Langford — General Counsel, OWS
3. Dr. Yun-Sheng Chen — Vice President of Engineering, OWS
4. Samantha Kowalski — Director of Human Resources, OWS
5. Rajesh Anand — Immigration Program Manager, OWS
6. Howard Driscoll — Managing Partner, Crestline Ventures Management IV, LLC
7. Kavita Parekh — Partner, Whitfield & Parekh LLP (lead attorney for OWS at prior counsel)
8. Marcus Hensley, CPA — Engagement Partner, Pendleton Accounting Group LLP
9. Dennis Faulkner — Chief Executive Officer, Granville Staffing Solutions, Inc.
10. Brenda Castillo — Account Manager, Ridgeline Relocation Services LLC
11. Tyler Ng — Account Lead, Sentinel Background Verification Corp.
D. Visa Beneficiaries (18 Current Holders + 12 Pipeline Candidates)
All thirty (30) individual visa beneficiaries were searched in the Firm's Conflicts Management System by full legal name, with additional cross-referencing against known aliases and prior employers where available. Although beneficiaries are not clients of the Firm (as discussed in Section 7 below), it is the Firm's practice to screen all individuals who will be named in petitions filed by the Firm to identify any prior representations of, or adverse matters against, such individuals.
Current H-1B Holders (14):
1. Dr. Ankit Mehrotra
2. Wei-Lin Tsai
3. Sunita Raghavan
4. Jae-Won Park
5. Oleksandr Kovalenko
6. Maria Fernanda Salinas
7. Takeshi Nakamura
8. Priya Venkataraman
9. Dmitri Volkov
10. Hyun-Soo Kim
11. Rania El-Masri
12. Chen Xiaoming
13. Fatima Al-Rashidi
14. Arjun Krishnamurthy
Current O-1 Holders (4):
15. Dr. Seo-Yeon Cho
16. Dr. Vikram Iyer
17. Dr. Amara Osei-Bonsu
18. Luciana Moretti
FY2026 Pipeline Candidates (12):
19. Naveen Sharma
20. Yuki Tanaka
21. Ekaterina Solovyova
22. Ahmed Hassan
23. Min-Jun Lee
24. Carlos Delgado Rivera
25. Anh Nguyen
26. Blessing Adeyemi
27. Sofia Petrova
28. Dr. Kenji Watanabe
29. Dr. Ingrid Halvorsen
30. Dr. Rohan Deshmukh
5. Conflicts Analysis — Entity-by-Entity Results
The following section sets forth the results of the entity-by-entity and individual-by-individual conflicts analysis. Each entry reflects the results of the search conducted in the Firm's Conflicts Management System on May 15, 2025, as well as any additional analysis conducted by the undersigned attorneys.
5.1 Optiwave Semiconductor Corp.
Optiwave Semiconductor Corp. is a new client to the Firm. The Conflicts Management System returned no results for any existing or prior Calderwood & Harkness engagement involving OWS, whether as a client, adverse party, or interested party. Additionally, no representation adverse to OWS was identified in any active or closed matter in the Firm's database, across all practice groups and all domestic and international offices.
A secondary search was conducted using the Prospective Client's EIN (82-4931076), its short-form names ("Optiwave Semi" and "OWS"), and its principal address. These secondary searches likewise returned no results.
Result: Clear — no conflict.
5.2 Crestline Ventures Fund IV, LP / Crestline Ventures Management IV, LLC
Both the fund entity (Crestline Ventures Fund IV, LP) and its general partner entity (Crestline Ventures Management IV, LLC) were searched in the Firm's Conflicts Management System. Searches were conducted using the full legal names, the short-form name "Crestline IV," the principal office address, and the name of the managing partner, Howard Driscoll.
The Firm's database reflects that Calderwood & Harkness has not previously represented Crestline Ventures Fund IV, LP or Crestline Ventures Management IV, LLC in any matter. No active or closed matter in the Firm's database identifies either Crestline entity as an adverse party or interested party.
As the holder of a 62.4% equity interest in OWS with two seats on OWS's five-member Board of Directors, Crestline IV's interests are aligned with those of OWS in the context of this immigration engagement. The proposed engagement does not involve any matter adverse to Crestline IV, nor does it involve any subject matter that could reasonably be expected to create an adversity of interest between OWS and its majority shareholder. Specifically, the Firm's representation of OWS in employment-based visa matters does not implicate any transactional, governance, or litigation issue as between OWS and Crestline IV.
No C&H matters involving any Crestline entity were identified in any other practice area. Accordingly, there is no basis for a positional conflict, a material limitation conflict, or any other form of conflict arising from the Crestline relationship.
Result: Clear — no conflict.
5.3 Whitfield & Parekh LLP (Prior Immigration Counsel)
Whitfield & Parekh LLP served as OWS's immigration counsel from June 1, 2019, through April 30, 2025, a period of approximately five years and eleven months. The engagement concluded effective April 30, 2025, due to a combination of firm capacity constraints at Whitfield & Parekh and the broader initiative by Crestline Ventures to consolidate outside counsel relationships across its portfolio companies.
The transition from Whitfield & Parekh to Calderwood & Harkness is cooperative in nature. Whitfield & Parekh has agreed to transfer all case files, petition records, government correspondence, compliance documentation, and related materials to Calderwood & Harkness in connection with the engagement transition. The lead attorney for the OWS immigration program at Whitfield & Parekh was Kavita Parekh, Partner. Ms. Langford has confirmed that the transition is amicable and that no disputes or claims exist between OWS and Whitfield & Parekh arising from the prior engagement.
The Firm's Conflicts Management System returned no results indicating that Calderwood & Harkness currently represents or has previously represented Whitfield & Parekh LLP in any capacity. No active or closed matter in the database identifies Whitfield & Parekh as an adverse party. A search for Kavita Parekh individually likewise returned no conflicts.
No adversarial relationship exists or is anticipated between Calderwood & Harkness and Whitfield & Parekh in connection with this matter or any other matter. The file transfer is consensual and is proceeding pursuant to OWS's written authorization.
Result: Clear — no conflict; cooperative transition relationship confirmed.
5.4 Granville Staffing Solutions, Inc.
Granville Staffing Solutions, Inc. is a third-party contingent staffing vendor that has provided staffing services to OWS. Certain individuals currently holding H-1B status as OWS employees were initially placed at OWS through Granville on a temporary staffing basis before converting to direct OWS employment. This history is relevant to the Firm's work because the H-1B transfer and amendment petition records for these individuals may reference Granville as a prior petitioner-employer, and the Firm may need to review and reference prior Granville-filed petitions in connection with extensions or amendments.
The Firm's Conflicts Management System returned no results for Granville Staffing Solutions, Inc. The entity is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Granville as an adverse party or interested party. A search for Dennis Faulkner, CEO of Granville, also returned no results.
The Firm does not anticipate any adversarial relationship with Granville in connection with this engagement. Granville's role is limited to its historical involvement as a prior staffing agency for certain OWS employees, and no claims, disputes, or enforcement actions involving Granville have been identified.
Result: Clear — no conflict.
5.5 Pendleton Accounting Group LLP
Pendleton Accounting Group LLP serves as OWS's external auditor and tax advisor. In addition to its standard audit and tax functions, Pendleton provides prevailing wage analysis support that OWS utilizes in connection with its LCA filings. The engagement partner at Pendleton responsible for the OWS account is Marcus Hensley, CPA.
The Firm's Conflicts Management System returned no results for Pendleton Accounting Group LLP or for Marcus Hensley individually. Pendleton is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Pendleton as an adverse party or interested party.
Pendleton's role in the proposed engagement is that of a third-party service provider to OWS. The Firm may interact with Pendleton to obtain financial documentation, audited financial statements, or prevailing wage data in support of LCA filings and H-1B petition assembly, but no attorney-client relationship will exist between the Firm and Pendleton.
Result: Clear — no conflict.
5.6 Ridgeline Relocation Services LLC
Ridgeline Relocation Services LLC is a relocation logistics provider engaged by OWS to manage the relocation of international hires, including temporary housing arrangements, shipment of household goods, and destination services for employees transferring to OWS's U.S. offices. The account manager assigned to the OWS relationship is Brenda Castillo. Ridgeline's offices are located at 350 South Figueroa Street, Suite 620, Los Angeles, CA 90071.
The Firm's Conflicts Management System returned no results for Ridgeline Relocation Services LLC or for Brenda Castillo individually. Ridgeline is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Ridgeline as an adverse party or interested party.
The Firm's interaction with Ridgeline, if any, will be limited to coordination on logistical matters related to the relocation of OWS employees in connection with visa approvals. No attorney-client relationship will exist between the Firm and Ridgeline.
Result: Clear — no conflict.
5.7 Sentinel Background Verification Corp.
Sentinel Background Verification Corp. provides background check services and E-Verify support for OWS. The account lead assigned to the OWS relationship is Tyler Ng. Sentinel's principal office is located at 9100 Centre Pointe Drive, Suite 400, West Chester, OH 45069.
The Firm's Conflicts Management System returned no results for Sentinel Background Verification Corp. or for Tyler Ng individually. Sentinel is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Sentinel as an adverse party or interested party.
The Firm's interaction with Sentinel, if any, will be limited to coordination on I-9 and E-Verify compliance matters in the context of the Firm's advisory services to OWS. No attorney-client relationship will exist between the Firm and Sentinel.
Result: Clear — no conflict.
5.8 Capitol Registered Agents Inc.
Capitol Registered Agents Inc. serves as OWS's registered agent in the State of Delaware, with a registered address at 1209 Orange Street, Wilmington, DE 19801. Capitol's role is purely ministerial — it serves as the designated agent for service of process and official correspondence directed to OWS in its state of incorporation.
Given the ministerial nature of Capitol's role, the potential for any conflicts of interest is negligible. Nevertheless, Capitol was searched in the Firm's Conflicts Management System for completeness. No results were returned.
Result: Clear — no conflict.
5.9 Northfield University Research Lab
Northfield University Research Lab is the current employer of Dr. Kenji Watanabe, one of the twelve pipeline candidates identified for FY2026. Dr. Watanabe is currently employed by Northfield in a research capacity and holds H-1B status. OWS intends to hire Dr. Watanabe and the Firm will be filing a change-of-employer petition (H-1B transfer) on behalf of OWS as petitioner.
The Firm's Conflicts Management System returned no results for Northfield University Research Lab. The institution is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Northfield as an adverse party or interested party.
It is important to note that the filing of a change-of-employer H-1B petition does not create an adversarial relationship between the new petitioner-employer (OWS) and the current employer (Northfield). The change-of-employer petition is a unilateral filing by OWS with USCIS; it does not require the consent or participation of the current employer and does not involve any claim or dispute against the current employer. The Firm does not represent Northfield and will not be adverse to Northfield in any litigation or enforcement context. Because Dr. Watanabe's current position at Northfield is cap-exempt (as a qualifying research institution), the transfer petition may likewise qualify for cap-exempt treatment, which the Firm will analyze separately as a substantive matter.
Result: Clear — no conflict.
5.10 Cascade Institute of Technology
Cascade Institute of Technology is the current employer of Dr. Ingrid Halvorsen, another pipeline candidate for FY2026. Dr. Halvorsen currently holds H-1B status with Cascade and OWS intends to hire her for a position at its Portland, OR test facility. The Firm will be filing a change-of-employer H-1B petition on behalf of OWS.
The Firm's Conflicts Management System returned no results for Cascade Institute of Technology. The institution is not a current or former client of Calderwood & Harkness, and no active or closed matter in the database identifies Cascade as an adverse party or interested party.
The same analysis set forth in Section 5.9 above with respect to Northfield University Research Lab applies here. The change-of-employer petition filing does not create an adversarial relationship with the current employer, and the Firm will not represent or be adverse to Cascade in any context.
Result: Clear — no conflict.
5.11 Government Agencies (USCIS, DOL)
As noted in Section 4.1(B) above, the government agencies before which the Firm will appear or file on behalf of OWS — USCIS, DOL/OFLC, and DOL/WHD — are not "clients" for purposes of the Firm's conflicts clearance procedures, and no adverse-party relationship is possible in the context of administrative immigration filings.
USCIS serves as the adjudicating agency for the H-1B and O-1 petitions that the Firm will prepare and file on behalf of OWS. The Firm advocates before USCIS on behalf of the petitioner-client but does not have an attorney-client relationship with the agency, nor does the filing of petitions create an adversarial relationship of the kind that would trigger conflicts rules. The DOL, through its Office of Foreign Labor Certification, certifies the Labor Condition Applications that underlie H-1B petitions. The DOL Wage and Hour Division is the enforcement authority for LCA compliance obligations. The Firm's interaction with these agencies is in the nature of administrative advocacy and compliance, not litigation or adversarial proceedings.
No conflicts review is required with respect to these government agencies, but they are noted here for completeness and to ensure a comprehensive record of all parties that may be involved in the proposed engagement.
Result: Not applicable — no conflict.
5.12 Individual Beneficiaries (30 Individuals)
All thirty (30) individual visa beneficiaries — comprising eighteen (18) current visa holders and twelve (12) pipeline candidates for FY2026 — were individually searched in the Firm's Conflicts Management System by full legal name. Additional cross-referencing was performed against known aliases, prior employers, and associated entities where such information was available.
The Firm's Conflicts Management System returned no results for any of the thirty individuals. None of the beneficiaries is or has been a client of Calderwood & Harkness in any matter. None of the beneficiaries is identified as an adverse party in any active or closed matter in the Firm's database.
As discussed more fully in Section 7 below, the individual beneficiaries are not clients of the Firm. OWS, as the petitioner-employer, is the Firm's client. The Firm's duty of loyalty and confidentiality runs to OWS, not to the individual foreign national employees who are the beneficiaries of the petitions the Firm will file. This distinction will be clearly set forth in the engagement letter. Nevertheless, it is the Firm's practice to screen all named beneficiaries to ensure that no prior representation or adverse relationship exists that could create even the appearance of a conflict or impair the Firm's ability to represent OWS effectively.
Result: Clear — no conflicts identified for any of the 30 individuals.
6. Practice Group and Positional Conflict Review
In addition to the entity-by-entity and individual-by-individual conflicts analysis set forth in Section 5, the undersigned conducted a review for potential positional conflicts across the Firm's practice groups. A positional conflict may arise when the Firm takes a legal position on behalf of one client that is materially adverse to a position taken on behalf of another client in a different matter, even if the two clients are not direct adversaries.
The following practice groups were reviewed:
Immigration & Global Mobility Practice Group. Dr. Lena Marchetti, Of Counsel, is the senior practitioner in this group. A review of all active immigration matters handled by the Firm confirmed that Calderwood & Harkness does not currently represent any entity in immigration-related litigation, enforcement defense, or regulatory proceedings that would be adverse to OWS's interests or inconsistent with the legal positions that the Firm will take in OWS petitions. No conflicting immigration representations were identified.
Bankruptcy & Restructuring Practice Group. Nathaniel Bower (Responsible Partner) and Colette Whitman (Billing Partner) are members of this practice group. Their involvement in the proposed engagement is based on a cross-staffing arrangement driven by their pre-existing relationship with Crestline Ventures and its portfolio companies. A review of all active and recently closed matters in the Bankruptcy & Restructuring group confirmed that no substantive bankruptcy or restructuring matter involving OWS, any OWS competitor, or any entity whose interests would be materially adverse to OWS has been identified. There is no circumstance in which Mr. Bower's or Ms. Whitman's work on the OWS immigration engagement would conflict with their responsibilities in any bankruptcy or restructuring matter.
Mergers & Acquisitions Practice Group. Megan Chu (Lead Associate) and Derek Okonkwo (Working Associate) are members of this practice group with cross-practice designations in immigration. A review of all active and recently closed M&A matters confirmed that no transaction involving OWS, Crestline Ventures, or any party adverse to OWS or Crestline has been identified. There is no M&A engagement that would create a positional or substantive conflict with the proposed immigration engagement.
Result: No positional conflicts identified across any practice group.
7. Ethical Considerations and Client-Beneficiary Relationship Clarification
A critical aspect of employer-side immigration representation is the proper delineation of the attorney-client relationship. In the proposed engagement, Calderwood & Harkness will represent OWS as the petitioner-employer. The individual foreign national employees who are the beneficiaries of the H-1B and O-1 petitions filed by the Firm are not clients of the Firm.
This distinction is well-established in immigration practice and is consistent with the guidance provided by the American Immigration Lawyers Association (AILA) and applicable state bar ethics opinions. The petitioner-employer, not the individual beneficiary, is the party that engages the law firm, pays the legal fees, and directs the legal strategy. While the beneficiary's cooperation is essential to the petition process — including the provision of personal documents, biographical information, educational credentials, and employment history — the beneficiary does not have an attorney-client relationship with the firm absent a separate, express engagement.
The engagement letter for matter SC-OWS-2025-0520-IMM will contain an express disclosure, clearly and conspicuously stated, that Calderwood & Harkness represents OWS and not the individual foreign national employees. The engagement letter will further provide that in the event of a conflict between OWS's interests and the interests of any individual beneficiary, the Firm's duty of loyalty, confidentiality, and zealous advocacy runs to OWS as the client.
Examples of situations in which a conflict between OWS's interests and a beneficiary's interests could arise include, without limitation:
(a) OWS decides to terminate the employment of a beneficiary whose H-1B petition is pending or approved, which may trigger the obligation to withdraw or revoke the petition;
(b) OWS determines that it is not in the company's interest to sponsor a particular beneficiary for a change of status, extension, or amendment;
(c) Information provided by a beneficiary is inconsistent with OWS's records or positions, requiring the Firm to exercise judgment in the interest of the petitioner-client; or
(d) A beneficiary requests that the Firm take a position or provide advice that is adverse to OWS's compliance obligations or business interests.
In each such scenario, the Firm will act in the interest of OWS as the petitioner-client, and individual beneficiaries will be advised to seek independent counsel if their interests diverge from those of OWS. This framework will be documented in the engagement letter and communicated to OWS's General Counsel and Immigration Program Manager for dissemination to beneficiaries as appropriate.
This approach is standard practice in employer-side immigration representations and has been adopted by the Firm in all comparable engagements. The engagement letter reference number for this matter is SC-OWS-2025-0520-IMM.
8. Conclusion and Recommendation
Based on the comprehensive conflicts clearance review documented in this memorandum, the undersigned have reached the following conclusions:
1. All entities searched — clear. The Firm's Conflicts Management System returned no results indicating any existing or prior representation of, or adverse matter against, any of the eleven (11) entities identified in the search list. No entity-level conflict exists.
2. All individuals searched — clear. The Firm's Conflicts Management System returned no results indicating any existing or prior representation of, or adverse matter against, any of the eleven (11) key individuals or thirty (30) visa beneficiaries identified in the search list. No individual-level conflict exists.
3. No positional conflicts identified. A review of all active matters across the Immigration & Global Mobility, Bankruptcy & Restructuring, and Mergers & Acquisitions practice groups confirmed that no positional conflict exists that would impair the Firm's ability to represent OWS effectively in the proposed engagement.
4. Client-beneficiary relationship properly delineated. The proposed engagement letter will contain express disclosures clarifying that OWS is the Firm's client and that individual visa beneficiaries are not clients of the Firm.
Recommendation: The Firm may proceed with the engagement of Optiwave Semiconductor Corp. for the employment-based visa program matter referenced as SC-OWS-2025-0520-IMM. The engagement letter may be executed on or after May 20, 2025, following final approval by the Responsible Partner.
Ongoing Obligations: If any new parties, entities, or individual beneficiaries are added to the matter during the course of the engagement — including new hires, additional pipeline candidates, changes in OWS's corporate structure or ownership, or the engagement of new third-party service providers — supplemental conflicts checks must be run at that time in accordance with the Firm's Conflicts Clearance Policy. The engagement team is responsible for initiating supplemental conflicts checks promptly upon learning of any new parties or entities.
9. Conflicts Database Reference
The following information is provided for the Firm's internal records and for future reference in connection with this matter:
All search results, including screen captures and system-generated reports from the Conflicts Management System, have been saved to the Firm's electronic conflicts file under matter reference SC-OWS-2025-0520-IMM. These records are maintained in accordance with the Firm's document retention policy and are available for review by the Responsible Partner, the Office of the General Counsel, and the Firm's Ethics and Professional Responsibility Committee upon request.
Signature block
Prepared by:
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Megan Chu Lead Associate Calderwood & Harkness LLP