MEMORANDUM

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — FOR INTERNAL USE ONLY
ATTORNEY WORK PRODUCT
TO: Victoria Chambers, Partner, White Collar & Investigations Howard Quinn, Partner, White Collar & Investigations
FROM: Jasmine Thornton, Associate, White Collar & Investigations
DATE: April 13, 2022
RE: Conflict Check — Proposed Representation of Dunmore Energy Holdings Ltd. and Subsidiaries in Connection with DOJ Sanctions & Export Controls Inquiry
MATTER NO.: 1016-00009 (proposed)
OFFICE(S): Washington, D.C. (primary); New York; Houston; London; Dubai
I. PURPOSE
This memorandum documents the results of a firm-wide conflict check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("C&H" or the "Firm") by Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") to represent the company and its subsidiaries in an internal investigation and defense relating to a U.S. Department of Justice ("DOJ") inquiry concerning potential violations of U.S. sanctions laws — including programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury — and export control regulations administered pursuant to the Export Administration Regulations ("EAR").
The engagement was requested by Marcus Wellbourne, Esq., General Counsel of Dunmore Energy Holdings Ltd. Mr. Wellbourne contacted Victoria Chambers on April 11, 2022, to discuss the scope of the proposed representation and expressed the company's desire to formalize the engagement by April 14, 2022. In light of Mr. Wellbourne's anticipated retention timeline, this conflict check was conducted in advance on April 13, 2022, to enable the Firm to proceed with immediate engagement upon receipt of the executed engagement letter, without delay attributable to conflicts clearance.
The conflict check was run through Calderwood & Harkness's New Business Intake and Conflicts System ("NBICS") on April 13, 2022. The search encompassed all entities, individuals, and related parties identified below in Sections II and III of this memorandum. In addition to the automated NBICS search, manual reviews were conducted as described in Section IV (Conflict Check Methodology) to address issues specific to sanctions-related matters, government revolving door restrictions, and the Firm's existing representation of certain financial institutions.
This memorandum presents the complete results of the conflict check, identifies all potential issues requiring further analysis or ongoing monitoring, and sets forth the conditions and recommendations under which the Firm may proceed with the proposed engagement. It is intended to serve as the basis for the Responsible Partner and Billing Partner approvals required under the Firm's New Business Acceptance Procedures.
II. PROPOSED CLIENT AND AFFILIATED ENTITIES CHECKED
A. Dunmore Energy Holdings Ltd. (Client)
The following information was provided by the prospective client and independently verified through publicly available corporate records, commercial databases (Dunmore Enterprises, Bureau van Dijk Orbis), and the OFAC Specially Designated Nationals and blocked Persons List ("SDN List"):
•  Full Legal Name: Dunmore Energy Holdings Ltd.
•  Entity Type: Exempted company incorporated with limited liability
•  Jurisdiction of Incorporation: Cayman Islands
•  Cayman Company Registration No.: MC-334821
•  Registered Office: Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands
•  Operational Headquarters: 1200 McKinney Street, Suite 3400, Houston, TX 77010, USA
•  Industry Classification: Oil & gas exploration, production, and trading; renewable energy development
•  Annual Revenue (FY 2021): Approximately $4.87 billion (USD)
•  Employees: Approximately 3,200 globally
•  Chief Executive Officer: Callum Renshaw
•  General Counsel: Marcus Wellbourne, Esq.
•  Chief Financial Officer: Sandra Whitfield
•  Chief Compliance Officer: Gerald Fisk (current as of check date)
Dunmore Energy Holdings Ltd. is a diversified energy company with upstream oil and gas operations, a significant international commodity trading business, and a growing renewable energy portfolio. The company's principal operations span the United States, the United Arab Emirates, West Africa, and Western Europe.
B. Dunmore Subsidiaries
The following wholly owned subsidiaries of Dunmore Energy Holdings Ltd. were included in the conflict check, as the proposed engagement letter contemplates that the Firm will represent each entity as part of the Dunmore corporate family:
1.  Dunmore Trading International Ltd. ("DTI")
•  Entity Type: Limited company
•  Jurisdiction: Dubai International Financial Centre ("DIFC")
•  DIFC License No.: CL-4827
•  Registered Office: Level 14, Gate Building 3, DIFC, P.O. Box 506774, Dubai, UAE
•  President: Derek Hargrave
•  DTI is the entity at the center of the DOJ inquiry. The government's investigation focuses primarily on commodity trading transactions and associated payment flows conducted through DTI's Dubai operations during the period 2019–2022.
2.  Dunmore upstream Americas LLC ("DUA")
•  Entity Type: Limited liability company
•  Jurisdiction of Formation: Delaware
•  Employer Identification Number (EIN): 84-2937561
•  Registered Agent: 1209 Orange Street, Wilmington, DE 19801
•  Principal Office: 1200 McKinney Street, Suite 3400, Houston, TX 77010
•  DUA conducts Dunmore's domestic upstream oil and gas exploration and production activities, primarily in the Permian Basin and Eagle Ford Shale.
3.  Dunmore Renewables GmbH
•  Entity Type: Gesellschaft mit beschränkter Haftung (GmbH)
•  Jurisdiction: Hamburg, Germany
•  Registered Office: Überseeallee 12, 20457 Hamburg, Germany
•  Managing Director: Tobias Engel
•  Dunmore Renewables GmbH operates the company's European wind and solar energy development portfolio.
4.  Dunmore Exploration West Africa Ltd. ("DEWA")
•  Entity Type: Limited company
•  Jurisdiction: Lagos, Nigeria
•  Registered Office: 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria
•  DEWA holds Dunmore's offshore exploration licenses in the Gulf of Guinea.
C. Dunmore Shareholders
The following shareholders of Dunmore Energy Holdings Ltd. were included in the conflict check. While the proposed engagement does not contemplate representation of any shareholder, it is essential to identify shareholder interests and any existing Firm relationships that could give rise to conflicts or require coordination.
1.  Greystone Capital Partners Fund IV, L.P. ("Greystone Fund IV")
•  Entity Type: Limited partnership
•  Jurisdiction of Formation: Delaware
•  Equity Stake in DEH: 62.5%
•  General Partner: Greystone Capital Management LLC (Delaware)
•  Managing Partner: Richard Fairbanks
•  Outside Counsel: Harwood & Pennington LLP (New York); lead partner Arthur Pennington III
•  Greystone Fund IV is the majority equity holder of Dunmore Energy Holdings Ltd. and holds two of five board seats. Given its controlling interest, Greystone's interests and its potential entanglement in the investigation must be carefully considered.
2.  Dunmore Management
•  Equity Stake in DEH: 22.5%
•  Management equity is held by Callum Renshaw (CEO), Sandra Whitfield (CFO), and other senior executives through a management equity participation plan. Specific individual holdings were not verified for purposes of this conflict check but may be requested if relevant.
3.  Thornbury Infrastructure Fund II, L.P. ("Thornbury Fund II")
•  Entity Type: Limited partnership
•  Jurisdiction of Formation: Cayman Islands
•  Equity Stake in DEH: 15%
•  General Partner: Thornbury Asset Management Ltd. (London, United Kingdom)
•  Managing Director: Helen Cresswell
•  Thornbury Fund II is a minority passive investor with one board observer seat.
III. ADVERSE PARTIES, COUNTERPARTIES, AND OTHER PARTIES CHECKED
In addition to the proposed client and its affiliates, the following parties were identified based on information provided by Marcus Wellbourne, publicly available court filings, OFAC designations, and press reports. All parties were run through NBICS as described in Section IV.
A. U.S. Department of Justice
The DOJ division and personnel handling the inquiry are as follows:
•  Division: National Security Division, Counterintelligence and Export Control Section ("CES")
•  Lead Prosecutor: Assistant United States Attorney Meredith Calloway
•  Additional Prosecutors: Trial Attorney Samuel Kovacs; Trial Attorney Diana Pressman
Government parties are not checked for commercial conflicts in the traditional sense, as the Firm does not represent or hold client relationships with the U.S. government in connection with enforcement or investigative matters. However, all government personnel have been checked against the Firm's attorney roster for purposes of identifying any prior professional relationships, personal connections, or revolving door issues that could give rise to a conflict, a recusal obligation, or an appearance of impropriety.
B. OFAC / U.S. Department of the Treasury
•  Compliance Analyst: Erin Matsuda, Office of Foreign Assets Control
OFAC is a government entity and was checked solely for revolving door issues. OFAC personnel are included in the check because OFAC-administered sanctions programs are central to the inquiry, and OFAC may issue civil penalties or refer matters for criminal prosecution in coordination with DOJ.
C. Federal Bureau of Investigation
•  Special Agent: Paul Reinhardt, FBI Counterintelligence Division, Washington Field Office
The FBI is the investigative agency supporting the DOJ inquiry. Special Agent Reinhardt has been identified as the case agent. The FBI is a government entity and was checked solely for revolving door issues.
D. Counterparties to Suspect Transactions
The following entities have been identified as counterparties, intermediaries, or subjects involved in the transactions under DOJ scrutiny. Each constitutes a potential adverse party, and no current or prospective client relationship with any of these entities would be compatible with the proposed engagement.
1.  Petronova Trading FZE
•  Entity Type: Free Zone Establishment
•  Jurisdiction: Jebel Ali Free Zone, UAE
•  Registered Office: Office 1407, Al Shafar Tower, Dubai Internet City, Dubai, UAE
•  Managing Director: Sergei Volkov (Russian national, UAE resident)
•  Petronova has been identified as an intermediary in multiple flagged transactions and is alleged to serve as a front entity for Volkhov Industrial Group JSC. Petronova is not currently listed on the OFAC SDN List but may be subject to future designation.
2.  Volkhov Industrial Group JSC ("VIG")
•  Entity Type: Joint Stock Company
•  Jurisdiction: Russian Federation
•  Headquarters: 12 Kutuzovsky Prospekt, Moscow 121248, Russia
•  Chairman: Arkady Volkhov
•  OFAC Designations: SDN-listed on April 6, 2022, pursuant to Executive Order 14024 (Blocking property with respect to specified harmful foreign activities of the Government of the Russian Federation); prior Directive 2 designation on November 15, 2019, pursuant to Executive Order 13662 (Blocking property of additional persons contributing to the situation in Ukraine).
•  VIG is the principal adverse interest in this matter. The DOJ inquiry centers on allegations that Dunmore Trading International Ltd. engaged in transactions with VIG or VIG-controlled entities in potential violation of applicable sanctions.
3.  Zenith Petroleum DMCC
•  Entity Type: DMCC company
•  Jurisdiction: Dubai, UAE
•  Registered Office: Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai, UAE
•  Managing Director: Farhan Qureshi (Pakistani national, UAE resident)
•  Zenith Petroleum has been identified as a party to two flagged crude oil swap transactions involving DTI. The nature and scope of Zenith Petroleum's relationship with VIG and Petronova are under investigation.
4.  Caspian Logistik GmbH
•  Entity Type: Gesellschaft mit beschränkter Haftung (GmbH)
•  Jurisdiction: Hamburg, Germany
•  Registered Office: Mönckebergstraße 22, 20095 Hamburg, Germany
•  Managing Director: Klaus Weidemann (German national)
•  Caspian Logistik facilitated oilfield equipment shipments that potentially involve export control violations under the EAR, specifically items classified under Export Control Classification Numbers ("ECCNs") 2B350 (chemical manufacturing equipment and related spare parts and components) and 2B999 (specific processing equipment). The shipments transited through Hamburg and are alleged to have been destined ultimately for end users in Russia.
E. Key Individuals Checked
The following individuals were checked through NBICS as both current and former client contacts, adverse parties, and personnel associated with matters in the Firm's database:
1.  Callum Renshaw — CEO, Dunmore Energy Holdings Ltd.
2.  Derek Hargrave — President, Dunmore Trading International Ltd.
3.  Natasha Sorokin — Senior Trader, Dunmore Trading International Ltd. (Russian-American dual national)
4.  Omar Al-Rashidi — Head of Middle East Operations, Dunmore Trading International Ltd.
5.  Yves Leclerc — Director of Logistics & Shipping, Dunmore Trading International Ltd.
6.  Gerald Fisk — Chief Compliance Officer, Dunmore Energy Holdings Ltd.
7.  Marcus Wellbourne — General Counsel, Dunmore Energy Holdings Ltd.
8.  Sandra Whitfield — CFO, Dunmore Energy Holdings Ltd.
9.  Rajesh Malhotra — Controller, Dunmore Trading International Ltd.
10.  Tobias Engel — Managing Director, Dunmore Renewables GmbH
11.  Priya Nayar — Identified as a potential incoming Chief Compliance Officer; checked proactively in the event she is retained by Dunmore during the pendency of this matter.
12.  Sergei Volkov — Managing Director, Petronova Trading FZE
13.  Arkady Volkhov — Chairman, Volkhov Industrial Group JSC
14.  Klaus Weidemann — Managing Director, Caspian Logistik GmbH
15.  Farhan Qureshi — Managing Director, Zenith Petroleum DMCC
16.  Richard Fairbanks — Managing Partner, Greystone Capital Management LLC
17.  Arthur Pennington III — Lead Partner, Harwood & Pennington LLP
18.  Helen Cresswell — Managing Director, Thornbury Asset Management Ltd.
F. Other Entities Checked
The following entities were identified as having a relationship to the proposed engagement — either as shareholders, lenders, service providers, or other parties whose involvement in the matter could give rise to a conflict or require coordination:
1.  Greystone Capital Partners Fund IV, L.P. and Greystone Capital Management LLC — Majority shareholder of Dunmore and its general partner. Checked as a potential co-client or as the holder of interests that could diverge from or conflict with Dunmore's interests as the investigation progresses, particularly if Greystone seeks to exercise governance rights, direct the investigation, or assert its own privilege claims.
2.  Thornbury Infrastructure Fund II, L.P. and Thornbury Asset Management Ltd. — Minority shareholder and its general partner. Checked for the same reasons as Greystone, although the risk of divergent interests is lower given Thornbury's passive minority position.
3.  Harwood & Pennington LLP — Outside counsel for Greystone Capital Partners. Checked to confirm that there are no current matters in which C&H represents a party adverse to Harwood & Pennington LLP or its clients, and no prior matters that would create a duty of loyalty issue.
4.  Meridian National Bank, N.A. — Primary lender to Dunmore under a $750 million senior secured revolving credit facility. Managing Director: Gregory Stanhope. Meridian's credit facility contains financial covenants, material adverse change clauses, and reporting obligations that may be triggered by the DOJ inquiry or any resulting enforcement action.
5.  Crescent Commercial Bank PJSC — Trade finance bank (Dubai). Relationship Manager: Khalid Mansour. Crescent Commercial Bank served as an intermediary bank in the payment flows at issue in the DOJ inquiry. The bank's Dubai accounts processed certain of the flagged transactions.
6.  Commonwealth Trust Company — Escrow agent (Wilmington, Delaware). Identified as holding certain funds in escrow pursuant to a prior acquisition transaction involving DUA.
7.  Garrison Mutual Insurance Co. — Directors' and officers' ("D&O") liability insurance carrier (Hamilton, Bermuda). Claims Adjuster: Patricia Holbrook. Policy No.: GM-DO-2021-08734. The D&O policy provides $50 million in aggregate coverage with a $10 million per-claim sublimit and a $2.5 million retention.
8.  Ashford & Whitmore LLP — Outside auditors of Dunmore Energy Holdings Ltd. Engagement Partner: Kenneth Ashford. The auditors may be consulted regarding internal controls over trade finance transactions and may be asked to provide work papers or testimony in the course of the investigation.
9.  Ridgeline Advisory Group LLC — Forensic accounting consultant (Washington, D.C.). Anticipated retention at the direction of Calderwood & Harkness to support the internal investigation. Engagement Lead: Dr. Margaret Liu.
10.  Nexagen Analytics Inc. — E-discovery vendor (New York). Anticipated retention for document collection, processing, review, and production. Project Manager: Brian Cavanaugh.
IV. CONFLICT CHECK METHODOLOGY
The conflict check was conducted on April 13, 2022, using Calderwood & Harkness's New Business Intake and Conflicts System ("NBICS"). NBICS is the Firm's enterprise-wide conflicts management database, which maintains records of all current and closed client matters, adverse parties, related parties, and lateral attorney prior representations.
All entity names and individual names listed in Sections II and III above were run as search queries in NBICS. For each entity, the search included the full legal name, common abbreviated forms, trade names, and known prior names. For each individual, the search included full legal name, known variations, and phonetic equivalents. Specific search variations are set forth in Appendix A to this memorandum.
The NBICS search parameters were configured as follows:
•  Current Matters: All open matters in the Firm's global docket, across all offices and practice groups.
•  Closed Matters: All matters closed within the five-year lookback period (April 13, 2017, through April 13, 2022), consistent with the Firm's standard conflict check protocol.
•  Lateral Attorney Prior Representations: All prior representations disclosed by lateral attorneys upon joining the Firm, to the extent recorded in NBICS.
•  Prospective Business Opportunities: All pending new business intake requests and pitch/proposal records in the system.
In addition to the automated NBICS search, the following manual reviews were conducted:
(i) A review of all sanctions-related matters in the Firm's White Collar & Investigations, International Trade & National Security, and Energy practices, to identify any pending or recent matters involving Russian-connected entities, OFAC-administered sanctions programs, or EAR export control matters that could give rise to a positional conflict or an appearance issue;
(ii) A review of any current or recent matters involving OFAC SDN-listed parties, to ensure that no Firm representation could be construed as inconsistent with the proposed defense of Dunmore;
(iii) A review of any current or recent representations of Dubai-based energy trading companies, given the geographic and industry overlap with DTI's operations;
(iv) A review of Firm attorney biographies, personnel records, and lateral hiring files for former government service at the DOJ National Security Division, the DOJ Counterintelligence and Export Control Section, OFAC, the FBI, or the U.S. Department of Commerce Bureau of Industry and Security ("BIS"), to identify any revolving door issues under applicable bar rules, federal ethics statutes (18 U.S.C. §§ 207, 208), and DOJ policies regarding counsel disqualification.
The results of these searches and reviews are set forth in Section V below.
V. RESULTS OF CONFLICT CHECK
A. No Direct Conflicts Identified
Based on the comprehensive NBICS search and the supplemental manual reviews described in Section IV, no direct conflicts of interest have been identified that would preclude the Firm from undertaking the proposed representation of Dunmore Energy Holdings Ltd. and its subsidiaries.
Specifically:
•  No current client relationship or active matter was identified involving any of the adverse parties or counterparties listed in Section III.D above — namely, Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, or Caspian Logistik GmbH. The Firm has never represented any of these entities, and none appears in NBICS as a client, prospective client, adverse party, or related party in any current or closed matter.
•  No current client relationship or active matter was identified involving any of the adverse individuals listed in Section III.E — namely, Sergei Volkov, Arkady Volkhov, Klaus Weidemann, or Farhan Qureshi. None of these individuals appears in NBICS in any capacity.
•  Calderwood & Harkness has no prior or current representation of the U.S. Department of Justice, the Office of Foreign Assets Control, or the Federal Bureau of Investigation in any capacity relevant to this matter. While the Firm has historically represented various government agencies in discrete, unrelated matters (e.g., real estate transactions, employment matters), no such representation touches upon the National Security Division, the Counterintelligence and Export Control Section, OFAC sanctions enforcement, or FBI counterintelligence investigations.
The following subsections address specific parties that, while not presenting a direct conflict, warrant further analysis, monitoring, or coordination.
B. Greystone Capital Partners — No Conflict; Requires Coordination
Calderwood & Harkness does not currently represent Greystone Capital Partners Fund IV, L.P., Greystone Capital Management LLC, or Richard Fairbanks in any matter. No prior representation of any Greystone-affiliated entity or individual was identified within the five-year lookback period. No adverse matters involving Greystone entities were identified.
Greystone is separately represented by Harwood & Pennington LLP (New York), with Arthur Pennington III serving as lead partner on Greystone matters. A search of NBICS confirmed that Calderwood & Harkness has no current matters adverse to Harwood & Pennington LLP or its known clients, and no prior adverse relationships were identified within the lookback period.
Notwithstanding the absence of a direct conflict, Greystone's position as the 62.5% majority shareholder of Dunmore creates the potential for divergent interests as the investigation develops. Greystone may have views regarding the scope and direction of the internal investigation, cooperation with the government, disclosure to lenders and regulators, and the allocation of defense costs. In the event that Greystone's interests diverge materially from those of Dunmore as a corporate entity, the Firm must be positioned to act in the entity client's interest without concern for shareholder preferences.
Recommendation: Victoria Chambers should initiate contact with Arthur Pennington III at Harwood & Pennington LLP to negotiate a common interest or joint defense agreement. Such an agreement will facilitate the sharing of investigation-related information between Dunmore's counsel and Greystone's counsel while preserving applicable attorney-client privilege and work product protections. At the same time, the engagement letter with Dunmore must include a clear acknowledgment that Calderwood & Harkness represents only Dunmore Energy Holdings Ltd. and its subsidiaries — not Greystone Capital Partners Fund IV, L.P., Greystone Capital Management LLC, or any of their respective affiliates, officers, directors, or personnel.
C. Thornbury Infrastructure Fund II — No Conflict
No current or prior representation of Thornbury Infrastructure Fund II, L.P., Thornbury Asset Management Ltd., or Helen Cresswell was identified in NBICS. No adverse matters involving any Thornbury-affiliated entity or individual were identified.
Given Thornbury's 15% minority equity stake and its board observer seat, the risk of materially divergent interests with Dunmore is lower than with Greystone. However, as a matter of best practice, the same coordination recommendation applies.
Recommendation: A common interest agreement should also be considered with Thornbury's counsel once identified, to the extent that Thornbury retains separate representation in connection with the DOJ inquiry.
D. Meridian National Bank, N.A. — Potential Issue Requiring Analysis
The conflict check identified that Calderwood & Harkness's Banking & Finance practice in the New York office currently represents Meridian National Bank, N.A. in an unrelated syndicated lending matter. The matter is recorded in NBICS as Matter No. 1016-00009. The responsible partner on that matter is Lawrence Brennan (Partner, Banking & Finance, New York). The Meridian representation involves the structuring and documentation of a multi-tranche syndicated credit facility for an infrastructure project that is entirely unrelated to Dunmore, the energy sector, or any of the parties identified in this conflict check.
Critically, Meridian National Bank is not a target, subject, or adverse party in the DOJ inquiry concerning Dunmore. Meridian's relationship to the Dunmore matter arises solely from its role as Dunmore's primary lender under a $750 million senior secured revolving credit facility. As of the date of this check, there is no indication that the DOJ inquiry extends to Meridian or that Meridian is under investigation for any conduct related to the Dunmore transactions.
However, a potential positional conflict could arise under the following circumstances:
(i) If the DOJ inquiry or any resulting enforcement action triggers a covenant default or material adverse change provision under Dunmore's credit facility with Meridian, Calderwood & Harkness could find itself simultaneously representing Meridian in an unrelated matter while advocating for Dunmore in a context that adversely affects Meridian's lending exposure;
(ii) If the internal investigation reveals information that Dunmore is obligated to disclose to Meridian under the credit facility (e.g., the existence of the DOJ inquiry itself, changes in Dunmore's risk profile, or potential impairment of collateral), the Firm could face a tension between its duty to Dunmore and its duty to Meridian;
(iii) If Meridian seeks to accelerate the credit facility, reduce commitments, or exercise other remedies based on the DOJ inquiry, Dunmore and Meridian could become directly adverse.
At this time, none of these scenarios has materialized, and the representation of Meridian in the unrelated syndicated lending matter does not present an actual conflict that would preclude the Firm from accepting the Dunmore engagement. Under Model Rule 1.7(a), a conflict exists only where the representation of one client will be directly adverse to another client, or where there is a significant risk that the representation of one client will be materially limited by the Firm's responsibilities to the other client. As of the date of this memorandum, neither condition is met.
Recommendation: The Firm should proceed with the Dunmore engagement subject to the following safeguards:
(a) An ethical wall should be established between the team handling the Dunmore engagement (White Collar & Investigations) and the team handling the Meridian syndicated lending matter (Banking & Finance). The wall should be implemented through the Firm's conflicts management system and communicated to all affected personnel.
(b) If and when any issue involving Meridian's credit facility with Dunmore arises in the course of the investigation, the Firm should obtain advance informed written consent from both Dunmore and Meridian before continuing to represent both clients. Such consent must comply with the requirements of Model Rule 1.7(b), New York Rules of Professional Conduct Rule 1.7(b), and D.C. Rule 1.7(c), including a determination that the Firm can competently and diligently represent each affected client and that the concurrent representations are not prohibited by law.
(c) The matter should be flagged for ongoing monitoring throughout the duration of the engagement.
E. Crescent Commercial Bank PJSC — No Conflict
No current or prior representation of Crescent Commercial Bank PJSC or its Relationship Manager, Khalid Mansour, was identified in NBICS. No adverse matters involving Crescent Commercial Bank were identified.
It should be noted, however, that Crescent Commercial Bank's Dubai accounts were used in the payment structuring at issue in the DOJ inquiry. Based on information provided by Marcus Wellbourne, approximately $34.2 million in aggregate payments across 127 transactions were processed through Crescent Bank accounts during the period under investigation. As the investigation progresses, Crescent Bank could become a witness, a subject of government inquiry, or a recipient of a subpoena or regulatory request. If the bank's role in the payment flows is scrutinized, its interests could potentially become adverse to Dunmore's.
Recommendation: No conflict at this time. The status of Crescent Commercial Bank should be monitored as the investigation develops, and a supplemental conflict check should be run if Crescent Bank's role changes materially.
F. Garrison Mutual Insurance Co. — No Conflict; Coordination Required
No current or prior representation of Garrison Mutual Insurance Co. or Claims Adjuster Patricia Holbrook was identified in NBICS. No adverse matters involving Garrison Mutual were identified.
Garrison Mutual is Dunmore's directors' and officers' liability insurance carrier under Policy No. GM-DO-2021-08734. The policy provides $50 million in aggregate coverage with a $10 million per-claim sublimit and a $2.5 million self-insured retention. As the DOJ inquiry progresses, Dunmore will need to provide timely notice of the claim to Garrison Mutual and comply with the policy's cooperation and reporting requirements. Additionally, individual directors and officers who are subjects of the investigation may seek defense cost advancement under the policy, which could create a complex dynamic between entity coverage and individual coverage.
Recommendation: No conflict exists. Calderwood & Harkness represents Dunmore (the insured entity), not the carrier. Standard panel counsel / insured counsel dynamics apply. The Firm should, however, coordinate with Garrison Mutual at the appropriate time regarding notice obligations, defense cost coverage, and any reservation of rights that the carrier may issue. Victoria Chambers or her designee should ensure that Dunmore provides timely written notice to Garrison Mutual in compliance with the policy's notice provisions.
G. Ashford & Whitmore LLP — No Conflict
No current or prior representation of Ashford & Whitmore LLP or Engagement Partner Kenneth Ashford was identified in NBICS. No adverse matters involving Ashford & Whitmore were identified.
Ashford & Whitmore serves as Dunmore's independent outside auditor and may be consulted during the investigation regarding internal controls over trade finance transactions, the adequacy of Dunmore's compliance program, and the accounting treatment of the flagged transactions. Ashford & Whitmore's audit work papers may become relevant to both the internal investigation and any government discovery requests.
Recommendation: No conflict. No further action required at this time, although the Firm should be mindful of the auditor-client privilege (to the extent applicable) and any limitations on Ashford & Whitmore's ability to share information without client consent.
H. Anticipated Vendors (Ridgeline Advisory Group, Nexagen Analytics) — No Conflict
No current or prior representation of Ridgeline Advisory Group LLC (Engagement Lead: Dr. Margaret Liu) or Nexagen Analytics Inc. (Project Manager: Brian Cavanaugh) was identified in NBICS. Neither entity appears in NBICS in any capacity.
These entities are anticipated service providers that would be retained at the direction of Calderwood & Harkness to support the internal investigation. Ridgeline Advisory Group would perform forensic accounting analysis of the flagged transactions, and Nexagen Analytics would provide e-discovery services, including document collection, processing, review, and production. As service providers engaged by counsel, they do not present adversity concerns.
Recommendation: No conflict. No further action required.
I. Key Dunmore Individuals — Potential Representation Issues
The proposed engagement contemplates that Calderwood & Harkness will represent Dunmore Energy Holdings Ltd. and its subsidiaries as entities, not any individual director, officer, or employee in his or her personal capacity. This distinction is fundamental to the Firm's ability to manage the investigation effectively and to preserve the corporate attorney-client privilege.
No prior representation of any Dunmore individual listed in Section III.E was identified in NBICS. Similarly, no prior representation of any counterparty individual (Sergei Volkov, Arkady Volkhov, Klaus Weidemann, or Farhan Qureshi) was identified.
However, several individuals associated with Dunmore Trading International Ltd. may develop personal legal exposure as the investigation progresses:
•  Derek Hargrave (President, DTI) — As the head of the entity at the center of the inquiry, Mr. Hargrave is likely to be a focus of government scrutiny. If the government concludes that DTI's trading activities violated sanctions or export control laws, individual liability for Mr. Hargrave as the responsible officer cannot be ruled out.
•  Natasha Sorokin (Senior Trader, DTI) — Ms. Sorokin is a Russian-American dual national who directly executed certain of the flagged transactions. Her dual nationality and her direct involvement in the trades make her a likely focus of the investigation.
•  Gerald Fisk (Chief Compliance Officer, DEH) — As the company's chief compliance officer, Mr. Fisk bears responsibility for the design and implementation of Dunmore's sanctions and export control compliance program. If the government determines that the compliance program was deficient, Mr. Fisk could face personal exposure, particularly if he was aware of red flags and failed to act.
The potential for personal exposure among these individuals does not create a conflict with entity representation at this stage, provided that the Firm's representation remains limited to the entities and does not extend to any individual. However, the situation must be managed carefully.
Recommendation: Upjohn corporate warnings (consistent with Upjohn Co. v. United States, 449 U.S. 383 (1981), and its progeny) must be administered at the outset of any interview with company personnel. Each individual must be advised clearly and unequivocally that:
(a) Calderwood & Harkness represents Dunmore Energy Holdings Ltd. (or the applicable subsidiary), not the individual personally;
(b) The privilege for the communication belongs to the company, not the individual;
(c) The company may choose to waive the privilege and disclose the contents of the interview to third parties, including the government, without the individual's consent; and
(d) If the individual believes he or she may need personal legal advice, the individual should consult his or her own attorney.
If personal exposure becomes apparent for any individual, the Firm must promptly assess whether continued entity representation creates an impermissible conflict under Model Rule 1.13(g) or any applicable jurisdictional rule, and must ensure that affected individuals are afforded the opportunity to retain separate personal counsel.
J. Government Personnel — Revolving Door Check
The following government personnel associated with the DOJ inquiry were checked against the Firm's attorney roster, lateral hire records, and personnel files to identify any revolving door issues:
•  AUSA Meredith Calloway (DOJ NSD, CES): No current or former Calderwood & Harkness attorney has a prior professional relationship with AUSA Calloway. AUSA Calloway does not appear in the Firm's records in any capacity. No conflict or recusal issue identified.
•  Trial Attorney Samuel Kovacs (CES): No current or former Calderwood & Harkness attorney has a prior professional relationship with Trial Attorney Kovacs. No conflict or recusal issue identified.
•  Trial Attorney Diana Pressman (CES): No current or former Calderwood & Harkness attorney has a prior professional relationship with Trial Attorney Pressman. No conflict or recusal issue identified.
•  Special Agent Paul Reinhardt (FBI): No current or former Calderwood & Harkness attorney has a prior professional relationship with Special Agent Reinhardt. No conflict or recusal issue identified.
•  Erin Matsuda (OFAC): No current or former Calderwood & Harkness attorney has a prior professional relationship with Compliance Analyst Matsuda. No conflict or recusal issue identified.
•  Conrad Reeves (C&H Senior Counsel, International Trade & National Security, Washington, D.C.): Conrad Reeves is a member of the proposed engagement team and is anticipated to serve as the Firm's lead counsel on export control issues. Mr. Reeves was previously employed at the U.S. Department of Commerce, Bureau of Industry and Security ("BIS"), where he served as an Export Policy Analyst from 2012 to 2016. Mr. Reeves departed government service more than five years before the date of this conflict check. A review of Mr. Reeves's personnel file, his lateral intake disclosure, and the applicable revolving door statutes and regulations confirms that no revolving door bar applies to BIS matters under the circumstances of this engagement. Specifically:
(a) The one-year "cooling off" period under 18 U.S.C. § 207(c) has long since expired;
(b) The two-year prohibition under 18 U.S.C. § 207(b)(i) on representational appearances before the agency does not apply, as Mr. Reeves's departure occurred more than five years ago;
(c) The permanent bar under 18 U.S.C. § 207(a)(1) applies only to matters in which Mr. Reeves "participated personally and substantially" during his government service. Mr. Reeves has confirmed that he did not participate in any matter involving Dunmore, any Dunmore subsidiary, or any of the adverse parties identified in this memorandum during his tenure at BIS; and
(d) No other revolving door restriction applicable under the D.C. Rules of Professional Conduct or DOJ policies creates a bar.
Conclusion: No revolving door issue identified. No conflict.
No other Calderwood & Harkness attorney on the proposed engagement team — or elsewhere in the Firm — has prior government service at DOJ NSD, OFAC, FBI, or BIS that would trigger a revolving door recusal or create an appearance of impropriety in connection with this matter.
VI. ETHICAL RULES CONSIDERED
The conflict analysis set forth in this memorandum was conducted with reference to the following ethical rules, regulations, and policies:
•  Model Rules of Professional Conduct:
•  Rule 1.7 (Conflict of Interest — Current Clients): Analyzed in connection with the concurrent representation of Meridian National Bank, N.A. and the proposed representation of Dunmore.
•  Rule 1.9 (Duties to Former Clients): Analyzed with respect to all parties checked in NBICS to confirm that no prior representation of an adverse party creates a substantial relationship conflict.
•  Rule 1.10 (Imputation of Conflicts of Interest — General Rule): Considered in connection with the proposed ethical wall for the Meridian representation and the revolving door analysis for Conrad Reeves.
•  Rule 1.13 (Organization as Client): Applied to the entity representation framework, the distinction between entity and individual representation, and the Upjohn warning protocol.
•  Rule 1.18 (Duties to Prospective Client): Confirmed that no prospective client relationship exists with any adverse party or counterparty that would preclude the engagement.
•  New York Rules of Professional Conduct: Calderwood & Harkness is a limited liability partnership organized under the laws of the State of New York, and the New York Rules of Professional Conduct apply to the Firm's New York-based attorneys and operations. The New York rules were reviewed in parallel with the Model Rules, with particular attention to the New York-specific informed consent and screening requirements under Rules 1.7, 1.9, and 1.10.
•  District of Columbia Rules of Professional Conduct: Because the primary investigation work will be coordinated from the Firm's Washington, D.C. office, and because the DOJ inquiry is centered in Washington, D.C., the D.C. Rules of Professional Conduct also govern the conduct of the Firm's D.C.-based attorneys. The D.C. rules were reviewed, including the D.C.-specific provisions on organizational representation (Rule 1.13) and the D.C. screening rules that permit a firm to avoid imputation of conflicts through timely screening of affected attorneys.
•  DOJ Policies Regarding Counsel Disqualification: The Firm reviewed applicable DOJ internal policies and guidance concerning the disqualification of defense counsel in criminal and enforcement matters, including policies relating to revolving door restrictions and conflicts arising from concurrent representations. No basis for government-initiated disqualification was identified.
•  Federal Ethics Statutes (18 U.S.C. §§ 207, 208): Applied in connection with the revolving door analysis for Conrad Reeves, as set forth in Section V.J above.
VII. CONDITIONS AND RECOMMENDATIONS
Based on the conflict check results and the analysis set forth in this memorandum, the Firm may proceed with the proposed representation of Dunmore Energy Holdings Ltd. and its subsidiaries, subject to the following conditions and recommendations:
1.  Engagement Letter — Scope of Representation. The engagement letter must clearly and unambiguously define the client as Dunmore Energy Holdings Ltd. and its subsidiaries — specifically Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd. The engagement letter must expressly state that the Firm does not represent any individual officer, director, or employee of Dunmore or its subsidiaries in his or her personal capacity, and does not represent any shareholder, including Greystone Capital Partners Fund IV, L.P., Greystone Capital Management LLC, Thornbury Infrastructure Fund II, L.P., or Thornbury Asset Management Ltd., or any member of Dunmore management in his or her capacity as an equity holder.
2.  Upjohn Warnings. Upjohn corporate warnings must be administered to all company personnel prior to the commencement of any witness interview. The warnings must make clear that (a) Calderwood & Harkness represents the company, not the individual; (b) the attorney-client privilege belongs to the company and may be waived by the company; (c) the company may elect to disclose interview content to third parties, including the government; and (d) the individual is free to retain personal counsel. A standardized Upjohn warning script should be prepared and approved by Victoria Chambers before interviews commence.
3.  Ethical Wall — Meridian National Bank. A formal ethical wall must be established between the engagement team for the Dunmore matter (Matter No. 1016-00009) and the team handling the Meridian National Bank syndicated lending matter (Matter No. 1016-00009, responsible partner Lawrence Brennan). The wall should be implemented through the Firm's conflicts management system, and all affected personnel should receive written notice of the wall and the restrictions it imposes. Access to the Dunmore matter files must be restricted to authorized personnel, and no information from the Dunmore matter may be shared with the Meridian team (or vice versa) without prior authorization from the Firm's General Counsel or Conflicts Committee.
4.  Common Interest Agreement. A common interest or joint defense agreement should be negotiated with Harwood & Pennington LLP (counsel for Greystone Capital Partners) and, when identified, counsel for Thornbury Infrastructure Fund II. The agreement will enable the privileged sharing of investigation-related information among parties with aligned interests while preserving the confidentiality and privilege protections necessary for the engagement. Victoria Chambers should send a proposed common interest agreement to Arthur Pennington III at Harwood & Pennington LLP promptly upon engagement.
5.  Individual Counsel Monitoring. The engagement team must actively monitor the potential need for individuals — particularly Derek Hargrave, Natasha Sorokin, and Gerald Fisk — to retain separate personal counsel as the investigation develops. If personal legal exposure becomes apparent for any individual, the Firm must ensure that its continued representation of the entity client does not create an impermissible conflict of interest. In such event, the affected individual must be advised of the need for independent counsel, and the Firm must assess whether continued entity representation remains appropriate under Model Rule 1.13(g) and applicable jurisdictional rules.
6.  Ongoing Conflict Monitoring. Conflict checks must be re-run as new parties, witnesses, counterparties, or subjects are identified during the course of the investigation. Given the international scope of the inquiry and the likelihood that additional entities and individuals will be identified as the investigation progresses, the engagement team should submit supplemental conflict check requests to the New Business Intake team at regular intervals and whenever a material new party is identified.
VIII. CONCLUSION
Based on the conflict check results documented in this memorandum, Calderwood & Harkness LLP is cleared to represent Dunmore Energy Holdings Ltd. and its subsidiaries — Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Exploration West Africa Ltd. — in the matter described above, subject to the conditions and recommendations set forth in Section VII.
The only matter requiring ongoing monitoring is the Firm's existing representation of Meridian National Bank, N.A. in an unrelated syndicated lending matter (Matter No. 1016-00009). This concurrent representation does not preclude the Dunmore engagement but requires the establishment of the ethical wall and consent protocol described in Section VII, Paragraph 3 above.
No direct conflict with any adverse party, counterparty, or individual has been identified. No revolving door issue has been identified for any member of the proposed engagement team.
I respectfully request that Victoria Chambers and Howard Quinn review this memorandum, approve the engagement, and authorize the opening of Matter No. 1016-00009 in the Firm's matter management system.
IX. APPROVAL
APPROVED — Responsible Partner
By: ________
Name: Victoria Chambers
Title: Partner, White Collar & Investigations
Date: ________
APPROVED — Billing Partner
By: ________
Name: Howard Quinn
Title: Partner, White Collar & Investigations
Date: ________
APPROVED — Conflicts Committee
By: ________
Name: ________
Title: General Counsel / Chair, Conflicts Committee, Calderwood & Harkness LLP
Date: ________
APPENDIX A: NBICS SEARCH TERMS AND VARIATIONS
The following search terms, including entity names, short names, abbreviations, known aliases, and spelling variations, were entered into NBICS on April 13, 2022:
Proposed Client and Affiliates:
•  Dunmore Energy Holdings Ltd.; Dunmore Energy Holdings; Dunmore Energy; DEH
•  Dunmore Trading International Ltd.; Dunmore Trading International; Dunmore Trading; DTI; Dunmore Trading Intl
•  Dunmore upstream Americas LLC; Dunmore upstream Americas; DUA; Dunmore upstream; Dunmore Americas
•  Dunmore Renewables GmbH; Dunmore Renewables; Dunmore Erneuerbare
•  Dunmore Exploration West Africa Ltd.; Dunmore Exploration West Africa; DEWA; Dunmore West Africa; Dunmore Exploration
Shareholders and Related Entities:
•  Greystone Capital Partners Fund IV, L.P.; Greystone Capital Partners; Greystone Capital; Greystone Fund IV; Greystone Partners; GCP Fund IV; Greystone
•  Greystone Capital Management LLC; Greystone Capital Management; Greystone Management; GCM
•  Thornbury Infrastructure Fund II, L.P.; Thornbury Infrastructure Fund; Thornbury Fund II; Thornbury Infrastructure; Thornbury
•  Thornbury Asset Management Ltd.; Thornbury Asset Management; Thornbury AM; TAM
•  Harwood & Pennington LLP; Harwood Pennington; Harwood and Pennington; H&P
Adverse Parties and Counterparties:
•  Petronova Trading FZE; Petronova Trading; Petronova; Petro Nova; PetroNova
•  Volkhov Industrial Group JSC; Volkhov Industrial Group; Volkhov Industrial; VIG; Volkhov Group; Volkov Industrial (alternate spelling)
•  Zenith Petroleum DMCC; Zenith Petroleum; Zenith Petrol; Zenith DMCC
•  Caspian Logistik GmbH; Caspian Logistik; Caspian Logistics; Caspian Logistik GmbH; Caspian Logistics GmbH (English spelling variant)
Financial Institutions and Service Providers:
•  Meridian National Bank, N.A.; Meridian National Bank; Meridian Bank; MNB; Meridian National
•  Crescent Commercial Bank PJSC; Crescent Commercial Bank; Crescent Bank; Crescent Commercial; CCB
•  Commonwealth Trust Company; Commonwealth Trust; CTC
•  Garrison Mutual Insurance Co.; Garrison Mutual Insurance; Garrison Mutual; Garrison Insurance; GMI
•  Ashford & Whitmore LLP; Ashford Whitmore; Ashford and Whitmore; A&W
•  Ridgeline Advisory Group LLC; Ridgeline Advisory Group; Ridgeline Advisory; Ridgeline; RAG
•  Nexagen Analytics Inc.; Nexagen Analytics; Nexagen; NexaGen
Individuals:
•  Callum Renshaw; C. Renshaw
•  Derek Hargrave; D. Hargrave
•  Natasha Sorokin; N. Sorokin; Sorokina (Russian feminine variant)
•  Omar Al-Rashidi; O. Al-Rashidi; Al Rashidi; AlRashidi
•  Yves Leclerc; Y. Leclerc; LeClerc
•  Gerald Fisk; G. Fisk; Jerry Fisk
•  Marcus Wellbourne; M. Wellbourne; Welbourne (alternate spelling)
•  Sandra Whitfield; S. Whitfield
•  Rajesh Malhotra; R. Malhotra
•  Tobias Engel; T. Engel
•  Priya Nayar; P. Nayar; Nayyar (alternate spelling)
•  Sergei Volkov; S. Volkov; Sergey Volkov; Volkov (cross-referenced against Volkhov)
•  Arkady Volkhov; A. Volkhov; Arkadiy Volkhov; Volkov (cross-referenced)
•  Klaus Weidemann; K. Weidemann; Wiedemann (alternate spelling)
•  Farhan Qureshi; F. Qureshi; Qureshie; Quraishi (alternate spellings)
•  Richard Fairbanks; R. Fairbanks; Dick Fairbanks
•  Arthur Pennington III; A. Pennington; Arthur Pennington; Pennington
•  Helen Cresswell; H. Cresswell
•  Gregory Stanhope; G. Stanhope; Greg Stanhope
•  Khalid Mansour; K. Mansour; Mansoor (alternate spelling)
•  Patricia Holbrook; P. Holbrook
•  Kenneth Ashford; K. Ashford; Ken Ashford
•  Margaret Liu; M. Liu; Dr. Margaret Liu
•  Brian Cavanaugh; B. Cavanaugh; Cavanagh (alternate spelling)
•  Meredith Calloway; M. Calloway
•  Samuel Kovacs; S. Kovacs; Kovács (Hungarian diacritical)
•  Diana Pressman; D. Pressman
•  Paul Reinhardt; P. Reinhardt; Reinhart (alternate spelling)
•  Erin Matsuda; E. Matsuda
APPENDIX B: SUMMARY TABLE OF CHECK RESULTS
This memorandum is a privileged and confidential attorney work product prepared for internal use only by Calderwood & Harkness LLP. It is not intended for distribution to clients, adverse parties, or any third party. The contents of this memorandum are protected by the attorney-client privilege and the work product doctrine. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.
Party Checked | Category | Conflict? | Notes
Dunmore Energy Holdings Ltd. | Proposed Client | N/A | New client intake
Dunmore Trading International Ltd. | Proposed Client (sub) | N/A | New client intake
Dunmore upstream Americas LLC | Proposed Client (sub) | N/A | New client intake
Dunmore Renewables GmbH | Proposed Client (sub) | N/A | New client intake
Dunmore Exploration West Africa Ltd. | Proposed Client (sub) | N/A | New client intake
Petronova Trading FZE | Adverse Party | No | No current/prior representation
Volkhov Industrial Group JSC | Adverse Party | No | SDN-listed entity; no representation identified
Zenith Petroleum DMCC | Adverse Party | No | No current/prior representation
Caspian Logistik GmbH | Adverse Party | No | No current/prior representation
Greystone Capital Partners Fund IV, L.P. | Shareholder | No | Coordination with H&P required
Greystone Capital Management LLC | Shareholder GP | No | See above
Thornbury Infrastructure Fund II, L.P. | Shareholder | No | Common interest agreement recommended
Thornbury Asset Management Ltd. | Shareholder GP | No | See above
Meridian National Bank, N.A. | Lender / Existing Client | Monitor | Ethical wall required; unrelated matter (1016-00009)
Crescent Commercial Bank PJSC | Third-Party Bank | No | May become witness; monitor
Garrison Mutual Insurance Co. | D&O Insurer | No | Coordination required; no representation
Ashford & Whitmore LLP | Auditor | No | No current/prior representation
Harwood & Pennington LLP | Greystone Counsel | No | No adverse matters identified
Ridgeline Advisory Group LLC | Anticipated Vendor | No | No current/prior representation
Nexagen Analytics Inc. | Anticipated Vendor | No | No current/prior representation
Commonwealth Trust Company | Escrow Agent | No | No current/prior representation
Sergei Volkov | Adverse Individual | No | No current/prior representation
Arkady Volkhov | Adverse Individual | No | No current/prior representation
Klaus Weidemann | Adverse Individual | No | No current/prior representation
Farhan Qureshi | Adverse Individual | No | No current/prior representation
All Dunmore Individuals (18 names) | Client Personnel | No | No individual representation; Upjohn warnings required
DOJ / OFAC / FBI Personnel (5 names) | Government | No | Revolving door check — clear
Conrad Reeves (C&H) | Firm Attorney | No | Former BIS; departed >5 years; no bar applies