1022-00001 · Northgate Networks America Inc · Engagement & Administrative

conflict-check-memorandum.docx DOCUMENT Antitrust

9 / 38 ← → ✕

CALDERWOOD & HARKNESS LLP

MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition

FROM: Aaron Liu, Lead Associate, Antitrust & Competition

DATE: September 20, 2022

RE: Conflicts Analysis — Proposed Representation of Northgate Telecommunications PLC and Northgate Networks America Inc. in Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.)

Engagement Reference No.: C&H-2022-ATR-00419

I. Purpose and Scope of Memorandum

Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to represent Northgate Telecommunications PLC ("Northgate PLC"), a public limited company organized under the laws of England and Wales (Company No. 07824561), and its wholly owned U.S. operating subsidiary, Northgate Networks America Inc. ("NNA"), a corporation organized under the laws of the State of Delaware (EIN 54-3298176) (collectively, "Northgate" or the "Proposed Client"), in connection with the defense of a federal antitrust action styled Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW, filed in the United States District Court for the Eastern District of Virginia, Alexandria Division, on September 19, 2022. The complaint was filed by Ridgepoint Communications Inc. ("Ridgepoint"), a competitive local exchange carrier operating in the Mid-Atlantic region, and alleges violations of Sections 1 and 2 of the Sherman Antitrust Act (15 U.S.C. §§ 1–2), as well as related state-law claims. The nature and scope of the allegations are summarized solely for purposes of this conflicts analysis and are addressed in greater detail in the separate case assessment memorandum being prepared concurrently.

This memorandum documents the Firm's conflicts analysis conducted in accordance with C&H's Internal Conflicts Policies and Procedures Manual (rev. January 2022) and the applicable provisions of the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200), the District of Columbia Rules of Professional Conduct (D.C. R. Prof. Conduct), and the Virginia State Bar Rules of Professional Conduct (Va. R. Prof. Conduct), the last of which is particularly relevant given that the case is pending in the Eastern District of Virginia and the Local Rules of that court incorporate Virginia's professional responsibility standards. In the event of any difference among these bodies of rules, the most restrictive standard has been applied to the analysis below.

The proposed engagement team for the Northgate matter is as follows:

• Elaine Forsythe — Responsible Partner, Antitrust & Competition, Washington, D.C. office

• Howard Bellamy — Billing Partner, Antitrust & Competition, New York office

• Aaron Liu — Lead Associate, Antitrust & Competition, Washington, D.C. office

• Monica Reyes — Working Associate, Antitrust & Competition, Washington, D.C. office

The initial conflicts search was run against the Firm's ConflictsPlus database on September 19, 2022, immediately upon receipt of the engagement inquiry from Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc. A supplemental search was conducted on September 20, 2022 to capture any new entries logged into the system in the intervening period and to incorporate additional search terms identified during preparation of this memorandum. The results of both searches are consolidated and discussed below.

II. Identification of Parties and Related Entities Searched

In accordance with the Firm's conflicts procedures, all parties, related entities, key individuals, opposing counsel, potential experts, third-party vendors, insurance carriers, and other persons or entities known to be materially involved in the proposed engagement were identified and searched. The full list of searched parties is set forth below, organized by category.

A. Client-Side Entities

The following entities and individuals were searched as part of the client-side conflicts review:

1. Northgate Telecommunications PLC — Headquarters: 14 Broadwall Lane, London SE1 9PQ, United Kingdom. Northgate PLC is a publicly traded telecommunications company whose American Depositary Receipts are listed on the Nasdaq Stock Market under the ticker symbol "NTP." As of September 2022, Northgate PLC's market capitalization is approximately $11.3 billion. The company provides enterprise and wholesale telecommunications infrastructure services in the United Kingdom, continental Europe, and North America through various subsidiaries.

2. Northgate Networks America Inc. — Headquarters: 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182. NNA is the wholly owned U.S. operating subsidiary of Northgate PLC and is the named defendant in the Ridgepoint action. NNA provides fiber-optic network infrastructure, dark fiber, and managed connectivity services to enterprise customers in the eastern United States, with particular concentration in the Mid-Atlantic corridor (Virginia, Maryland, Pennsylvania, New Jersey, Delaware, and the District of Columbia).

3. Key Officers and Individuals Searched:

• Sir Malcolm Prentice, KBE — Chief Executive Officer, Northgate Telecommunications PLC

• Diane Okoro — U.S. President, Northgate Networks America Inc.

• James Whitford — Group General Counsel, Northgate Telecommunications PLC

• Catherine Ng — U.S. Deputy General Counsel, Northgate Networks America Inc.

• Patrick Salazar — Chief Regulatory Officer, Northgate Telecommunications PLC

4. Auditor Relationship Noted: Pemberton Kaye LLP (London/New York) serves as the external auditor for Northgate Telecommunications PLC and its consolidated subsidiaries, including NNA. The auditor relationship was noted and searched as a precautionary measure, given the potential for discovery requests relating to audited financial information in the context of a damages-intensive antitrust case.

B. Adverse Party and Related Entities

The following entities and individuals were searched as adverse parties or entities affiliated with the adverse party:

1. Ridgepoint Communications Inc. — A corporation organized under the laws of the State of Delaware; headquarters: 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104; EIN 23-4157892. Ridgepoint is a competitive local exchange carrier ("CLEC") operating in Pennsylvania, New Jersey, Delaware, Maryland, and Virginia, with approximately 6,200 route-miles of fiber-optic and copper network infrastructure and approximately 1,450 employees. Ridgepoint is the plaintiff in the pending antitrust action.

2. Key Officers and Individuals Searched:

• Gregory Trent — Chief Executive Officer and Founder, Ridgepoint Communications Inc.

• Samira Hashemi — Chief Operating Officer, Ridgepoint Communications Inc.

• Theodore Braun — General Counsel, Ridgepoint Communications Inc.

3. Caravel Capital Partners LP — A limited partnership organized under the laws of the State of Delaware; headquarters: 1700 JFK Boulevard, Suite 2900, Philadelphia, Pennsylvania 19103. Caravel Capital Partners LP ("Caravel") is a private equity firm that acquired a 78% majority ownership stake in Ridgepoint Communications Inc. in November 2018 through a leveraged buyout transaction valued at approximately $510 million. The Trent family (led by Gregory Trent) retains the remaining 22% equity interest. Based on information currently available, Caravel is believed to be the entity funding Ridgepoint's prosecution of the antitrust action against Northgate. While Caravel is not named as a party in the complaint, its financial interest in the outcome of the litigation and its controlling ownership position in Ridgepoint necessitated its inclusion in the conflicts search.

4. Key Individual Searched:

• Richard Cavanaugh — Managing Partner, Caravel Capital Partners LP

C. Opposing Counsel

The following law firm and individuals were searched as opposing counsel:

1. Hargrove, Winslow & Burke LLP ("HWB") — A limited liability partnership organized in the District of Columbia, with offices in Washington, D.C. (900 17th Street NW, Suite 600), Philadelphia (1601 Market Street, Suite 3400), and New York. HWB is plaintiff's counsel in the Ridgepoint action.

2. Key Individuals Searched:

• Victoria Hargrove — Lead Partner, Antitrust Practice, Hargrove, Winslow & Burke LLP

• Daniel Stoyanov — Senior Associate, Antitrust Practice, Hargrove, Winslow & Burke LLP

3. Engagement Type Noted: Based on publicly available information and information provided by the Proposed Client, HWB has been retained by Ridgepoint on a partial contingency basis consisting of a reduced hourly rate plus 20% of any recovery obtained by judgment or settlement. This fee structure is noted for the engagement file and is relevant to assessing the economic incentives and litigation posture of opposing counsel but does not bear directly on the conflicts analysis.

D. Court and Presiding Judge

The matter is pending before the United States District Court for the Eastern District of Virginia, Alexandria Division, and has been assigned to the Honorable Claudia M. Wentworth, United States District Judge. No conflict search is required for judicial officers under C&H's internal policies, but the assignment is noted here for completeness and to permit any member of the engagement team to flag any personal or professional relationship with Judge Wentworth that might warrant disclosure.

E. Additional Parties and Entities Searched

The following additional entities and individuals were searched in connection with anticipated expert retentions, third-party service providers, insurance carriers, and potential co-counsel:

1. Ellsworth Economic Consulting LLC — 1455 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004. Ellsworth is a potential defense economic expert firm. The principal expert under consideration is Dr. Priya Narasimhan, a specialist in telecommunications economics and antitrust damages modeling.

2. Torrence Policy Group LLC — 7925 Jones Branch Drive, Suite 510, McLean, Virginia 22102. Torrence is a potential defense regulatory expert and consulting firm. The principal consultant under consideration is Dr. Anton Berger, an expert in telecommunications regulation and FCC policy.

3. Dr. Leonard Kuo, Cavendish University — Dr. Kuo is the expected economic expert for the plaintiff, based on information provided by the Proposed Client and prior public appearances by Dr. Kuo in similar antitrust litigation. Cavendish University, Dr. Kuo's institutional affiliation, was also searched.

4. Candela discovery Solutions Inc. — 200 Park Avenue South, 14th Floor, New York, New York 10003. Candela is the expected e-discovery vendor for the engagement. The anticipated project manager is Kenji Takahashi.

5. Vantage Strategic Communications LLC — 600 14th Street NW, Suite 400, Washington, D.C. 20005. Vantage is a potential litigation public relations advisor for Northgate. The anticipated lead consultant is Allison Draper.

6. Insurance Carriers:

• Clarendon Mutual Insurance Ltd. — Bermuda-domiciled insurer; primary directors' and officers' liability insurer for Northgate PLC and NNA.

• Avalon Specialty Underwriters Inc. — New York-domiciled insurer; excess Layer 1 D&O insurer for Northgate PLC and NNA.

• Pinnacle Re Ltd. — Bermuda-domiciled reinsurer; excess Layer 2 D&O insurer for Northgate PLC and NNA.

7. Whitmore & Crane LLP — 380 Madison Avenue, 22nd Floor, New York, New York 10017. Whitmore & Crane is the law firm anticipated to serve as Northgate's insurance coverage counsel in connection with the D&O policies implicated by the Ridgepoint action. C&H may coordinate with Whitmore & Crane on coverage-related matters during the course of the litigation.

III. Conflicts Search Methodology

The conflicts analysis was conducted using the following methodology, in accordance with C&H's Internal Conflicts Policies and Procedures Manual:

1. Database Searched. All searches were conducted against the Firm's internal conflicts database, the ConflictsPlus system (version 8.4.2), which contains records of all client engagements, adverse parties, related entities, and key individuals from the Firm's inception to the present date. The ConflictsPlus system is updated daily and integrates data from the Firm's new matter intake system, billing system, and manually entered records.

2. Search Terms — Entities. Each entity listed in Section II above was searched under its full legal name, all known short names, trade names, assumed names, and d/b/a designations. For example, "Northgate Telecommunications PLC" was searched as "Northgate Telecommunications," "Northgate PLC," "Northgate Telecom," "NTP," and "Northgate." Similar variations were applied to all other entity names. Parent-subsidiary and affiliate relationships were traced and searched to the extent known.

3. Search Terms — Individuals. All key officers, directors, counsel, and experts identified in Section II were searched under all known variations of their individual names, including first name, last name, middle initial (where known), and common nicknames. Maiden names and former surnames were searched where identified in the Firm's records.

4. Search Terms — Identifiers. Where available, searches were conducted by Employer Identification Number (EIN), UK Companies House Company Number, and Nasdaq stock ticker symbol. Specifically, EIN 54-3298176 (NNA), EIN 23-4157892 (Ridgepoint), Company No. 07824561 (Northgate PLC), and ticker symbol NTP were each searched independently as supplementary cross-references.

5. Office Coverage. The search was conducted across all C&H offices worldwide, including New York, Washington, D.C., London, and Hong Kong. The London office was specifically asked to conduct a separate check against UK-based client records and lateral hire records to ensure complete coverage for the UK-domiciled parent company, Northgate PLC.

6. Practice Group Coverage. The search was conducted across all Firm practice groups, with particular emphasis on the following groups identified as most likely to surface relevant engagements: Antitrust & Competition; Corporate/M&A; Capital Markets; Telecommunications & Media; and Litigation (including general commercial litigation, intellectual property litigation, and insurance coverage litigation).

7. Time Period. The search covered all available records from the Firm's inception to the present date, without temporal limitation. This includes records of matters that are currently active, matters that have been closed, and matters that were declined or terminated prior to completion.

8. Supplemental Search. A supplemental search was conducted on September 20, 2022 to capture any new entries logged into the ConflictsPlus system after the initial search on September 19, 2022, and to incorporate additional search terms identified during the preparation of this memorandum, including the names of insurance carriers and the anticipated e-discovery vendor, which were provided by the Proposed Client on September 20, 2022. The supplemental search did not return any new hits beyond those identified in the initial search.

IV. Results of Conflicts Search

The results of the initial and supplemental conflicts searches are set forth below, organized by party or category. For each category, the memorandum identifies any hits returned by the ConflictsPlus system, describes the nature and scope of any prior or current engagement, and provides an initial assessment of whether the hit gives rise to a conflict requiring further analysis under the applicable professional responsibility rules.

A. Northgate Telecommunications PLC and Northgate Networks America Inc.

No prior C&H representation identified for Northgate Telecommunications PLC, Northgate Networks America Inc., or any known subsidiary or affiliate of Northgate PLC. The ConflictsPlus system returned no hits for any variation of the Northgate entity names, the EIN for NNA, the UK Company Number for Northgate PLC, or the Nasdaq ticker symbol NTP.

No prior adverse representations against Northgate PLC, NNA, or any known Northgate affiliate were identified. That is, C&H has not previously represented any party in a matter in which Northgate PLC or NNA was an adverse party or a material interested party.

Searches for the individual names of the key officers listed in Section II.A.3 returned no hits indicating any prior individual representation by C&H or any prior adverse relationship.

The Firm's London office conducted a separate, independent check against UK-based client records, including records relating to lateral partner hires and their portable client relationships. No hits were returned for Northgate PLC or any associated entity or individual.

Finally, Pemberton Kaye LLP, the external auditor for Northgate PLC, is not a current or former C&H client. No engagement of any kind involving Pemberton Kaye was identified in the ConflictsPlus system.

Assessment: No conflict arises from the client-side search. Northgate PLC and NNA are new clients to the Firm, and no prior adverse relationship exists.

B. Ridgepoint Communications Inc.

No current or prior C&H representation of Ridgepoint Communications Inc. was identified. The ConflictsPlus system returned no hits for any variation of the Ridgepoint entity name or for Ridgepoint's EIN (23-4157892).

No prior adverse representation against Ridgepoint was identified. That is, C&H has not previously represented any party in a matter in which Ridgepoint was named as an adverse party.

Searches for the individual names of Ridgepoint's key officers — Gregory Trent, Samira Hashemi, and Theodore Braun — returned no hits indicating any prior individual representation by C&H or any prior relationship of any kind.

Assessment: No conflict arises from the adverse-party search of Ridgepoint. Ridgepoint is not, and has never been, an C&H client.

C. Caravel Capital Partners LP

One prior matter identified. The ConflictsPlus system returned a single hit for Caravel Capital Partners LP. Specifically, C&H's New York Corporate/M&A group represented Caravel Capital Partners LP in connection with a regulatory filing related to an acquisition by one of Caravel's healthcare-sector portfolio companies in 2017. The details of the prior engagement are as follows:

• Matter Number: 1022-00001

• Description: Representation of Caravel Capital Partners LP in connection with the preparation and filing of a Hart-Scott-Rodino Act pre-merger notification filing (HSR Form) with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, in connection with Caravel's acquisition of a controlling interest in a healthcare services company (the identity of which is not relevant to the present analysis and is omitted to preserve confidentiality).

• Scope: The engagement was limited in scope to the preparation, review, and filing of the HSR notification and related waiting-period compliance. C&H did not advise on the underlying transaction, did not perform due diligence on the target company, and did not advise on any post-closing integration or operational matters.

• Duration: The engagement commenced in Q2 2017 and was completed and closed in Q3 2017. Total billed fees were approximately $47,000.

• Personnel: The 2017 Caravel engagement was handled by partners and associates in the Firm's New York Corporate/M&A practice group. None of the members of the proposed Northgate engagement team (Forsythe, Bellamy, Liu, or Reyes) participated in the 2017 Caravel matter in any capacity.

• Subject Matter: The 2017 engagement involved a healthcare-sector transaction. It had no connection to the telecommunications industry, antitrust litigation, the Mid-Atlantic region, Ridgepoint Communications, or any party or subject matter involved in the present matter.

• Confidential Information: During the 2017 engagement, C&H obtained information necessary to complete the HSR notification filing, including information about Caravel's fund structure, assets under management, and the financial terms of the healthcare-sector transaction. None of this information is material to the defense of the antitrust action brought by Ridgepoint. No confidential information regarding Caravel's investment in Ridgepoint, Caravel's litigation funding practices, or Caravel's telecommunications-related activities was obtained during the 2017 engagement, as the Caravel-Ridgepoint leveraged buyout did not occur until November 2018, more than a year after the C&H engagement was completed and closed.

With respect to individual searches, Richard Cavanaugh (Managing Partner of Caravel Capital Partners LP) was identified as a contact in connection with the 2017 matter described above. No separate individual representation of Mr. Cavanaugh was identified. No other individual associated with Caravel was identified in the conflicts database.

Assessment: The prior 2017 representation of Caravel Capital Partners LP does not create a disqualifying conflict of interest with respect to the proposed Northgate engagement. This assessment is based on the following considerations:

First, Caravel Capital Partners LP is not a named party to the pending litigation. It is the majority equity owner of the plaintiff, Ridgepoint Communications Inc., and is believed to be funding the litigation, but it has not asserted claims in its own name and is not a defendant or third-party defendant. Under the applicable conflict rules, the representation of a parent or controlling equity owner does not automatically impute the subsidiary or portfolio company as a client of the firm. See ABA Formal Op. 95-390 (1995) (representation of corporate affiliate does not create lawyer-client relationship with other affiliates absent specific undertaking); see also Va. R. Prof. Conduct 1.7 cmt. [34]; N.Y.R.P.C. 1.7 cmt. [34]; D.C. R. Prof. Conduct 1.7 cmt. [18]. Conversely, the fact that C&H previously represented Caravel does not render Ridgepoint a former client of the Firm.

Second, the 2017 Caravel engagement was a discrete, completed transactional matter that is not the same as, and is not substantially related to, the present antitrust litigation. The 2017 matter involved a healthcare-sector acquisition and an HSR Act filing. The present matter involves the defense of Sherman Act claims in the telecommunications sector. There is no factual or legal nexus between the two matters. Under Rule 1.9(a) and its analogues, a former-client conflict arises only where the current matter is "the same or a substantially related matter" in which the new client's interests are "materially adverse" to those of the former client. Neither prong is satisfied here.

Third, no confidential information obtained during the 2017 Caravel engagement is material to the defense of the Ridgepoint antitrust action. The information obtained in 2017 related to Caravel's healthcare-sector portfolio acquisition and HSR compliance. No information was obtained regarding Caravel's subsequent investment in Ridgepoint, Caravel's telecommunications-sector activities, or Caravel's litigation funding practices. There is no risk that confidential information from the 2017 engagement could be used to the disadvantage of Caravel in the present matter.

Notwithstanding the foregoing, as a matter of best practice and transparency, the prior 2017 relationship with Caravel should be disclosed to the Proposed Client contact, Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc., as part of the engagement process. A notation should be placed in the engagement file documenting the prior relationship and the basis for concluding that no conflict exists. A formal waiver from Caravel is not required under the circumstances, as the matters are unrelated and Caravel is not a party to the litigation.

D. Hargrove, Winslow & Burke LLP

No current or prior C&H representation of Hargrove, Winslow & Burke LLP was identified. The Firm has not represented HWB as a client in any capacity, nor has it represented any HWB partner in his or her individual capacity.

Searches for Victoria Hargrove returned no hits indicating any prior representation, co-counsel relationship, or other professional engagement. Searches for Daniel Stoyanov similarly returned no hits.

The ConflictsPlus system did identify that C&H has appeared as opposing counsel to Hargrove, Winslow & Burke LLP in at least two prior litigation matters. Both matters are closed and are unrelated to the present engagement in terms of subject matter, parties, and legal issues. The existence of prior adversity to a law firm in its capacity as opposing counsel does not give rise to a conflict of interest under any applicable professional responsibility rule. Opposing counsel is not a client, and the Firm owes no duty of loyalty or confidentiality to HWB by virtue of having appeared on opposite sides of prior litigation.

Assessment: No conflict arises from the opposing counsel search.

E. Experts and Consultants

1. Dr. Priya Narasimhan / Ellsworth Economic Consulting LLC: No conflicts identified. The ConflictsPlus system confirmed that C&H has retained Ellsworth Economic Consulting LLC in one prior antitrust matter in an unrelated sector (consumer products). Dr. Narasimhan served as the firm's testifying expert in that matter. The prior retention does not create an adverse-party issue, as Ellsworth and Dr. Narasimhan would be engaged on behalf of the defense in the present matter as well. No impediment to their retention has been identified.

2. Dr. Anton Berger / Torrence Policy Group LLC: No conflicts identified. No prior C&H engagement with Torrence Policy Group LLC or Dr. Berger was found in the ConflictsPlus system. Dr. Berger and Torrence are clear for retention.

3. Dr. Leonard Kuo / Cavendish University: No conflicts identified. Dr. Kuo has not previously been retained by C&H in any capacity, and no current C&H representation of Cavendish University was found. C&H has no relationship with Dr. Kuo that would create an impediment to cross-examining him or otherwise challenging his testimony in the Ridgepoint matter.

Assessment: No conflicts arise from the expert and consultant searches. All anticipated defense experts and consultants are clear for retention.

F. E-discovery Vendor and Other Service Providers

1. Candela discovery Solutions Inc.: No conflicts identified. Candela is a vendor and service provider, not a client or adverse party, and accordingly does not implicate the conflict-of-interest rules applicable to client representations. The ConflictsPlus system confirmed that C&H has engaged Candela as an e-discovery vendor on multiple prior matters without issue. The anticipated project manager, Kenji Takahashi, is not a current or former C&H client or adverse party.

2. Vantage Strategic Communications LLC: No conflicts identified. Vantage is a potential litigation public relations advisor and, like Candela, is a service provider rather than a client or adverse party. The ConflictsPlus system returned no hits for Vantage or for Allison Draper, the anticipated lead consultant.

3. Whitmore & Crane LLP: No conflicts identified. Whitmore & Crane LLP is expected to serve as Northgate's insurance coverage counsel in connection with the D&O policies that may respond to the Ridgepoint litigation. C&H may coordinate with Whitmore & Crane on coverage notification, reservation-of-rights issues, and defense cost reimbursement. No conflict arises from a co-counsel or coordinating-counsel relationship with Whitmore & Crane. The ConflictsPlus system returned no hits for Whitmore & Crane as a client or adverse party.

Assessment: No conflicts arise from the service provider or co-counsel searches.

G. Insurance Carriers

1. Clarendon Mutual Insurance Ltd.: C&H does not currently represent Clarendon Mutual Insurance Ltd. in any capacity. However, one historical matter was identified: C&H's New York Litigation group represented a policyholder in a coverage dispute in which Clarendon Mutual was the adverse insurance carrier. That matter was resolved and closed in 2019. The 2019 matter is unrelated to the present engagement in terms of subject matter, policy type, policyholder identity, and legal issues. In the present engagement, Clarendon Mutual is Northgate's primary D&O insurer — that is, Clarendon is on the same side as the Proposed Client, not an adverse party. No conflict arises from the prior adversity to Clarendon in a closed, unrelated matter. However, this point should be monitored during the course of the litigation: if a coverage dispute were to arise between Northgate and Clarendon Mutual (for example, if Clarendon were to deny coverage or issue a reservation of rights), the prior adversity and the current engagement could create a more complex analysis. In such an event, a supplemental conflicts review should be conducted and the issue should be flagged to Whitmore & Crane LLP, Northgate's anticipated coverage counsel.

2. Avalon Specialty Underwriters Inc.: No current or prior C&H representation of Avalon Specialty Underwriters Inc. was identified. No prior adverse relationship was identified. Avalon is clear.

3. Pinnacle Re Ltd.: No current or prior C&H representation of Pinnacle Re Ltd. was identified. No prior adverse relationship was identified. Pinnacle Re is clear.

Assessment: No current conflict arises from the insurance carrier searches. The prior adversity to Clarendon Mutual in a closed 2019 matter should be noted in the engagement file and monitored as described above.

H. Telecom-Sector Representations in the Mid-Atlantic Region

As a final precautionary measure, a firm-wide search was conducted for all active and recently closed matters involving telecommunications clients or telecommunications-related antitrust matters in Pennsylvania, New Jersey, Delaware, Maryland, Virginia, and the District of Columbia. The purpose of this supplemental search was to identify any client relationship or matter that, while not directly involving the parties to the Ridgepoint action, could give rise to a positional conflict, an appearance of impropriety, or a commercial sensitivity that should be flagged before the Firm undertakes the proposed engagement.

The search returned the following two results:

1. Active Matter — Meridian Fiber Holdings LLC: C&H's Washington, D.C. Regulatory practice group is currently advising Meridian Fiber Holdings LLC ("Meridian"), an unrelated fiber-optic infrastructure company, on FCC spectrum licensing matters. Meridian operates primarily in the southeastern United States, specifically in North Carolina, South Carolina, and Georgia. Meridian does not compete with Northgate PLC, NNA, or Ridgepoint Communications Inc. in the Mid-Atlantic corridor. The subject matter of the Meridian engagement (FCC spectrum licensing) does not overlap with the subject matter of the Ridgepoint antitrust action (Sherman Act Sections 1 and 2 claims relating to alleged exclusionary conduct in the CLEC market). There is no overlap in parties, geography, or legal issues. No conflict arises.

2. Recently Closed Matter — Beacon Broadband Corp.: C&H's New York Corporate practice group advised Beacon Broadband Corp. ("Beacon") on a 2021 asset acquisition involving cable television plant and associated infrastructure in upstate New York. Beacon Broadband is a cable operator and broadband provider serving residential and small-business customers in the Albany and Syracuse metropolitan areas. Beacon does not compete with Northgate, NNA, or Ridgepoint in the relevant geographic market (the Mid-Atlantic corridor). The subject matter of the Beacon engagement (cable plant asset acquisition) does not overlap with the subject matter of the Ridgepoint antitrust action. The Beacon matter was closed in Q1 2022 and is fully concluded. No conflict arises.

No other telecommunications-sector representations in the Mid-Atlantic region were identified.

Assessment: No conflicts arise from the firm-wide telecommunications-sector search.

V. Analysis Under Applicable Professional Responsibility Rules

This Section provides a consolidated analysis of the conflicts search results under the applicable professional responsibility rules. As noted in Section I, the analysis applies the provisions of the New York Rules of Professional Conduct, the D.C. Rules of Professional Conduct, and the Virginia State Bar Rules of Professional Conduct. Where the rules diverge in any material respect, the most restrictive standard has been applied.

A. Current Client Conflicts (Rule 1.7 Analogues)

Rule 1.7 of the applicable professional conduct rules generally prohibits a lawyer from representing a client if the representation involves a concurrent conflict of interest — that is, if the representation will be directly adverse to another current client or if there is a significant risk that the representation will be materially limited by the lawyer's responsibilities to another client, a former client, a third person, or by a personal interest of the lawyer.

Based on the results of the conflicts search, none of the adverse parties in the Ridgepoint action are current C&H clients. Specifically:

• Ridgepoint Communications Inc. is not a current C&H client.

• Caravel Capital Partners LP is not a current C&H client. The Firm's sole prior engagement with Caravel was a discrete transactional matter that was completed and closed in Q3 2017.

• Hargrove, Winslow & Burke LLP is not a current C&H client.

• Gregory Trent, Samira Hashemi, Theodore Braun, and Richard Cavanaugh are not current C&H clients in their individual capacities.

No directly adverse current-client conflict exists under Rule 1.7 or its analogues. The active Meridian Fiber Holdings LLC engagement does not create a concurrent-client conflict because Meridian is not a party to the Ridgepoint action, does not compete with Northgate or Ridgepoint, and the representation of Meridian is not adverse to, and does not create a significant risk of material limitation on, the representation of Northgate.

B. Former Client Conflicts (Rule 1.9 Analogues)

Rule 1.9 of the applicable professional conduct rules generally provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Additionally, a lawyer shall not use information relating to the representation of a former client to the disadvantage of the former client, except as permitted or required by the rules.

The conflicts search identified one former-client relationship that requires analysis under Rule 1.9: the Firm's 2017 representation of Caravel Capital Partners LP in connection with an HSR Act pre-merger notification filing for a healthcare-sector portfolio company acquisition.

The analysis proceeds in three steps:

Step 1 — Same or Substantially Related Matter. The present matter (defense of a Sherman Act antitrust action in the telecommunications sector) is not the same as, and is not substantially related to, the 2017 engagement (preparation of an HSR notification filing for a healthcare-sector acquisition). The matters involve entirely different industries, different legal issues, different regulatory frameworks, and different factual contexts. There is no factual overlap whatsoever. The "substantial relationship" test examines whether the factual matters involved in the prior representation are so related to the facts of the current representation that a genuine risk exists that confidences obtained in the prior representation will be relevant and useful in the current representation. See Analytica, Inc. v. NPD Research, Inc., 708 F.2d 1263, 1266 (7th Cir. 1983); see also Restatement (Third) of the Law Governing Lawyers § 132 cmt. d(iii). No such risk exists here. The 2017 matter involved the mechanics of an HSR filing for a healthcare deal; the present matter involves the defense of exclusionary-conduct and market-allocation claims in the telecommunications industry.

Step 2 — Material Adversity of Interests. Even if the matters were considered related (which they are not), the question would arise whether Northgate's interests in the present litigation are "materially adverse" to those of Caravel. While Caravel is the majority owner of Ridgepoint and is believed to be funding the litigation, Caravel is not a named party. The defense of the antitrust action is not directed at Caravel; it is directed at Ridgepoint's claims. To the extent Caravel has a financial interest in the outcome of the litigation (through its equity ownership of Ridgepoint and its role as litigation funder), that interest is indirect. Nonetheless, even assuming arguendo that Caravel's interests are sufficiently aligned with Ridgepoint's to be considered materially adverse to Northgate's, the analysis still does not result in a disqualifying conflict because the matters are not the same or substantially related (Step 1).

Step 3 — Use of Confidential Information. No confidential information obtained during the 2017 Caravel engagement is material to the defense of the antitrust action. The information obtained in 2017 related exclusively to Caravel's fund structure, the financial terms of a healthcare-sector acquisition, and the mechanics of the HSR filing process. None of this information bears on the telecommunications market, Ridgepoint's competitive position, Caravel's relationship with Ridgepoint (which did not exist until November 2018), or any other issue in the present litigation. There is no risk of disadvantageous use of former-client confidences.

Conclusion under Rule 1.9: No disqualifying former-client conflict exists. The interests of Caravel as litigation funder are aligned with Ridgepoint's interests as plaintiff, but the former C&H representation of Caravel was not adverse to Ridgepoint and did not involve telecommunications or antitrust subject matter. The two engagements share no factual, legal, or geographic nexus. Nevertheless, as recommended in Section IV.C above, the prior relationship should be disclosed to Catherine Ng at Northgate Networks America Inc. for transparency purposes, and the disclosure should be documented in the engagement file.

C. Imputed Conflicts

Under Rule 1.10 of the applicable professional conduct rules, when a lawyer is disqualified from representation under Rules 1.7 or 1.9, no lawyer associated with that lawyer's firm may undertake or continue the representation unless the disqualification is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation.

Because no disqualifying conflict has been identified under Rules 1.7 or 1.9, no imputation analysis is strictly necessary. Nonetheless, for completeness, the memorandum notes that no member of the proposed engagement team — Elaine Forsythe, Howard Bellamy, Aaron Liu, or Monica Reyes — personally participated in the 2017 Caravel Capital Partners LP matter (1022-00001). The 2017 matter was staffed entirely by partners and associates in the Firm's New York Corporate/M&A practice group, none of whom are members of the proposed Northgate engagement team or are expected to have any involvement in the Northgate defense. No imputation issue arises under any applicable rule.

D. Issue Conflicts

An "issue conflict" or "positional conflict" arises when a lawyer's advocacy on behalf of one client requires the lawyer to take a legal position that is directly contrary to a legal position the lawyer is simultaneously taking on behalf of another client in a different matter. While the applicable professional conduct rules do not explicitly address positional conflicts, the concept is recognized in the commentary to Rule 1.7 and in ethics opinions as a subset of the "significant risk of material limitation" analysis.

No issue conflicts have been identified in connection with the proposed Northgate engagement. Specifically:

• C&H's positions in the Meridian Fiber Holdings LLC regulatory matter (FCC spectrum licensing) do not implicate any legal positions that are inconsistent with, or contrary to, the legal positions to be taken on behalf of Northgate in the defense of the Ridgepoint antitrust action. The Meridian matter involves regulatory compliance under the Communications Act and FCC rules; the Northgate matter involves antitrust liability under the Sherman Act. There is no overlap in the legal theories, standards, or positions at issue.

• C&H's prior work on the Beacon Broadband Corp. asset acquisition does not implicate any legal positions relevant to the Northgate defense. The Beacon matter was a closed transactional engagement involving cable plant acquisition due diligence and documentation. No antitrust issues were raised in connection with that transaction.

• C&H's prior HSR Act filing on behalf of Caravel Capital Partners LP does not implicate any legal positions contrary to those to be taken on behalf of Northgate. The HSR filing was a routine pre-merger notification; it did not involve any substantive antitrust analysis or advocacy regarding telecommunications markets.

Conclusion: No issue conflict or positional conflict has been identified.

VI. Conclusion and Recommendation

Based on the comprehensive conflicts analysis set forth in this memorandum, the following conclusions and recommendations are respectfully submitted:

1. No disqualifying conflicts have been identified. The Firm may proceed with the proposed engagement to represent Northgate Telecommunications PLC and Northgate Networks America Inc. in the defense of Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.).

2. Disclosure of Prior Caravel Relationship. The prior 2017 representation of Caravel Capital Partners LP (Matter No. 1022-00001) should be disclosed to the Proposed Client contact, Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc., in the engagement letter or in a separate written disclosure communication transmitted prior to the commencement of substantive work. The disclosure should describe the nature, scope, and timing of the 2017 engagement, confirm that the engagement is closed and unrelated to the present matter, and explain the basis for the Firm's conclusion that no conflict exists. A formal waiver or consent from Caravel Capital Partners LP is not required, given that the 2017 engagement and the present engagement are unrelated in subject matter, the 2017 matter is closed, and Caravel is not a party to the pending litigation. Nonetheless, the prior relationship and the disclosure to the client should be documented in the engagement file for the Northgate matter.

3. Clarendon Mutual Monitoring. The fact that C&H's New York Litigation group previously represented a policyholder in a 2019 coverage dispute adverse to Clarendon Mutual Insurance Ltd. should be flagged in the engagement file. In the present engagement, Clarendon Mutual is Northgate's primary D&O insurer and is not an adverse party. However, if a coverage dispute were to develop between Northgate and Clarendon Mutual during the course of the Ridgepoint litigation (for example, in connection with a coverage denial, a reservation of rights, or a dispute over defense costs), the prior adversity and the current engagement should be reassessed, and Whitmore & Crane LLP, Northgate's anticipated insurance coverage counsel, should be notified of the prior relationship.

4. Supplemental Conflicts Checks. A supplemental conflicts check should be run promptly if and when new parties are joined in the litigation, new experts or consultants are identified for retention or deposition, or other material third parties are identified during the course of discovery or otherwise. In particular, if Caravel Capital Partners LP is added as a party to the litigation (whether by joinder, intervention, or otherwise), an immediate supplemental conflicts analysis should be conducted and a reassessment of the former-client conflict analysis should be performed.

5. Ongoing Monitoring. In accordance with the Firm's standard practice, the engagement file should be updated in the ConflictsPlus system to reflect the Proposed Client, all adverse parties, all related entities, and all key individuals identified in this memorandum. Future new-matter intake searches by other Firm lawyers will thus capture the Northgate engagement and the associated parties, enabling the identification of any cross-cutting conflicts that may arise from future business development or lateral hiring activities.

VII. Approval and Sign-Off

Prepared by:

________________________________________

Aaron Liu Lead Associate, Antitrust & Competition Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 800 Washington, D.C. 20036

Date of Conflicts Search: September 19–20, 2022

Reviewed and Approved by:

________________________________________

Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 800 Washington, D.C. 20036

Date of Approval: September 20, 2022

Distribution:

• Engagement file (C&H-2022-ATR-00419)

• General Counsel's Office, Calderwood & Harkness LLP (C&H internal conflicts records)

This memorandum is a privileged and confidential attorney work product prepared in connection with the Firm's internal conflicts analysis and is not intended for distribution outside of Calderwood & Harkness LLP. It is protected by the attorney-client privilege and the work product doctrine. Any unauthorized disclosure, copying, or distribution is strictly prohibited.

CALDERWOOD & HARKNESS LLP
MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition
FROM: Aaron Liu, Lead Associate, Antitrust & Competition
DATE: September 20, 2022
RE: Conflicts Analysis — Proposed Representation of Northgate Telecommunications PLC and Northgate Networks America Inc. in Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.)
Engagement Reference No.: C&H-2022-ATR-00419
I. Purpose and Scope of Memorandum
Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to represent Northgate Telecommunications PLC ("Northgate PLC"), a public limited company organized under the laws of England and Wales (Company No. 07824561), and its wholly owned U.S. operating subsidiary, Northgate Networks America Inc. ("NNA"), a corporation organized under the laws of the State of Delaware (EIN 54-3298176) (collectively, "Northgate" or the "Proposed Client"), in connection with the defense of a federal antitrust action styled Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW, filed in the United States District Court for the Eastern District of Virginia, Alexandria Division, on September 19, 2022. The complaint was filed by Ridgepoint Communications Inc. ("Ridgepoint"), a competitive local exchange carrier operating in the Mid-Atlantic region, and alleges violations of Sections 1 and 2 of the Sherman Antitrust Act (15 U.S.C. §§ 1–2), as well as related state-law claims. The nature and scope of the allegations are summarized solely for purposes of this conflicts analysis and are addressed in greater detail in the separate case assessment memorandum being prepared concurrently.
This memorandum documents the Firm's conflicts analysis conducted in accordance with C&H's Internal Conflicts Policies and Procedures Manual (rev. January 2022) and the applicable provisions of the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200), the District of Columbia Rules of Professional Conduct (D.C. R. Prof. Conduct), and the Virginia State Bar Rules of Professional Conduct (Va. R. Prof. Conduct), the last of which is particularly relevant given that the case is pending in the Eastern District of Virginia and the Local Rules of that court incorporate Virginia's professional responsibility standards. In the event of any difference among these bodies of rules, the most restrictive standard has been applied to the analysis below.
The proposed engagement team for the Northgate matter is as follows:
• Elaine Forsythe — Responsible Partner, Antitrust & Competition, Washington, D.C. office
• Howard Bellamy — Billing Partner, Antitrust & Competition, New York office
• Aaron Liu — Lead Associate, Antitrust & Competition, Washington, D.C. office
• Monica Reyes — Working Associate, Antitrust & Competition, Washington, D.C. office
The initial conflicts search was run against the Firm's ConflictsPlus database on September 19, 2022, immediately upon receipt of the engagement inquiry from Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc. A supplemental search was conducted on September 20, 2022 to capture any new entries logged into the system in the intervening period and to incorporate additional search terms identified during preparation of this memorandum. The results of both searches are consolidated and discussed below.
II. Identification of Parties and Related Entities Searched
In accordance with the Firm's conflicts procedures, all parties, related entities, key individuals, opposing counsel, potential experts, third-party vendors, insurance carriers, and other persons or entities known to be materially involved in the proposed engagement were identified and searched. The full list of searched parties is set forth below, organized by category.
A. Client-Side Entities
The following entities and individuals were searched as part of the client-side conflicts review:
1. Northgate Telecommunications PLC — Headquarters: 14 Broadwall Lane, London SE1 9PQ, United Kingdom. Northgate PLC is a publicly traded telecommunications company whose American Depositary Receipts are listed on the Nasdaq Stock Market under the ticker symbol "NTP." As of September 2022, Northgate PLC's market capitalization is approximately $11.3 billion. The company provides enterprise and wholesale telecommunications infrastructure services in the United Kingdom, continental Europe, and North America through various subsidiaries.
2. Northgate Networks America Inc. — Headquarters: 8200 Dulles Corner Boulevard, Suite 1100, Tysons Corner, Virginia 22182. NNA is the wholly owned U.S. operating subsidiary of Northgate PLC and is the named defendant in the Ridgepoint action. NNA provides fiber-optic network infrastructure, dark fiber, and managed connectivity services to enterprise customers in the eastern United States, with particular concentration in the Mid-Atlantic corridor (Virginia, Maryland, Pennsylvania, New Jersey, Delaware, and the District of Columbia).
3. Key Officers and Individuals Searched:
• Sir Malcolm Prentice, KBE — Chief Executive Officer, Northgate Telecommunications PLC
• Diane Okoro — U.S. President, Northgate Networks America Inc.
• James Whitford — Group General Counsel, Northgate Telecommunications PLC
• Catherine Ng — U.S. Deputy General Counsel, Northgate Networks America Inc.
• Patrick Salazar — Chief Regulatory Officer, Northgate Telecommunications PLC
4. Auditor Relationship Noted: Pemberton Kaye LLP (London/New York) serves as the external auditor for Northgate Telecommunications PLC and its consolidated subsidiaries, including NNA. The auditor relationship was noted and searched as a precautionary measure, given the potential for discovery requests relating to audited financial information in the context of a damages-intensive antitrust case.
B. Adverse Party and Related Entities
The following entities and individuals were searched as adverse parties or entities affiliated with the adverse party:
1. Ridgepoint Communications Inc. — A corporation organized under the laws of the State of Delaware; headquarters: 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104; EIN 23-4157892. Ridgepoint is a competitive local exchange carrier ("CLEC") operating in Pennsylvania, New Jersey, Delaware, Maryland, and Virginia, with approximately 6,200 route-miles of fiber-optic and copper network infrastructure and approximately 1,450 employees. Ridgepoint is the plaintiff in the pending antitrust action.
2. Key Officers and Individuals Searched:
• Gregory Trent — Chief Executive Officer and Founder, Ridgepoint Communications Inc.
• Samira Hashemi — Chief Operating Officer, Ridgepoint Communications Inc.
• Theodore Braun — General Counsel, Ridgepoint Communications Inc.
3. Caravel Capital Partners LP — A limited partnership organized under the laws of the State of Delaware; headquarters: 1700 JFK Boulevard, Suite 2900, Philadelphia, Pennsylvania 19103. Caravel Capital Partners LP ("Caravel") is a private equity firm that acquired a 78% majority ownership stake in Ridgepoint Communications Inc. in November 2018 through a leveraged buyout transaction valued at approximately $510 million. The Trent family (led by Gregory Trent) retains the remaining 22% equity interest. Based on information currently available, Caravel is believed to be the entity funding Ridgepoint's prosecution of the antitrust action against Northgate. While Caravel is not named as a party in the complaint, its financial interest in the outcome of the litigation and its controlling ownership position in Ridgepoint necessitated its inclusion in the conflicts search.
4. Key Individual Searched:
• Richard Cavanaugh — Managing Partner, Caravel Capital Partners LP
C. Opposing Counsel
The following law firm and individuals were searched as opposing counsel:
1. Hargrove, Winslow & Burke LLP ("HWB") — A limited liability partnership organized in the District of Columbia, with offices in Washington, D.C. (900 17th Street NW, Suite 600), Philadelphia (1601 Market Street, Suite 3400), and New York. HWB is plaintiff's counsel in the Ridgepoint action.
2. Key Individuals Searched:
• Victoria Hargrove — Lead Partner, Antitrust Practice, Hargrove, Winslow & Burke LLP
• Daniel Stoyanov — Senior Associate, Antitrust Practice, Hargrove, Winslow & Burke LLP
3. Engagement Type Noted: Based on publicly available information and information provided by the Proposed Client, HWB has been retained by Ridgepoint on a partial contingency basis consisting of a reduced hourly rate plus 20% of any recovery obtained by judgment or settlement. This fee structure is noted for the engagement file and is relevant to assessing the economic incentives and litigation posture of opposing counsel but does not bear directly on the conflicts analysis.
D. Court and Presiding Judge
The matter is pending before the United States District Court for the Eastern District of Virginia, Alexandria Division, and has been assigned to the Honorable Claudia M. Wentworth, United States District Judge. No conflict search is required for judicial officers under C&H's internal policies, but the assignment is noted here for completeness and to permit any member of the engagement team to flag any personal or professional relationship with Judge Wentworth that might warrant disclosure.
E. Additional Parties and Entities Searched
The following additional entities and individuals were searched in connection with anticipated expert retentions, third-party service providers, insurance carriers, and potential co-counsel:
1. Ellsworth Economic Consulting LLC — 1455 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004. Ellsworth is a potential defense economic expert firm. The principal expert under consideration is Dr. Priya Narasimhan, a specialist in telecommunications economics and antitrust damages modeling.
2. Torrence Policy Group LLC — 7925 Jones Branch Drive, Suite 510, McLean, Virginia 22102. Torrence is a potential defense regulatory expert and consulting firm. The principal consultant under consideration is Dr. Anton Berger, an expert in telecommunications regulation and FCC policy.
3. Dr. Leonard Kuo, Cavendish University — Dr. Kuo is the expected economic expert for the plaintiff, based on information provided by the Proposed Client and prior public appearances by Dr. Kuo in similar antitrust litigation. Cavendish University, Dr. Kuo's institutional affiliation, was also searched.
4. Candela discovery Solutions Inc. — 200 Park Avenue South, 14th Floor, New York, New York 10003. Candela is the expected e-discovery vendor for the engagement. The anticipated project manager is Kenji Takahashi.
5. Vantage Strategic Communications LLC — 600 14th Street NW, Suite 400, Washington, D.C. 20005. Vantage is a potential litigation public relations advisor for Northgate. The anticipated lead consultant is Allison Draper.
6. Insurance Carriers:
• Clarendon Mutual Insurance Ltd. — Bermuda-domiciled insurer; primary directors' and officers' liability insurer for Northgate PLC and NNA.
• Avalon Specialty Underwriters Inc. — New York-domiciled insurer; excess Layer 1 D&O insurer for Northgate PLC and NNA.
• Pinnacle Re Ltd. — Bermuda-domiciled reinsurer; excess Layer 2 D&O insurer for Northgate PLC and NNA.
7. Whitmore & Crane LLP — 380 Madison Avenue, 22nd Floor, New York, New York 10017. Whitmore & Crane is the law firm anticipated to serve as Northgate's insurance coverage counsel in connection with the D&O policies implicated by the Ridgepoint action. C&H may coordinate with Whitmore & Crane on coverage-related matters during the course of the litigation.
III. Conflicts Search Methodology
The conflicts analysis was conducted using the following methodology, in accordance with C&H's Internal Conflicts Policies and Procedures Manual:
1. Database Searched. All searches were conducted against the Firm's internal conflicts database, the ConflictsPlus system (version 8.4.2), which contains records of all client engagements, adverse parties, related entities, and key individuals from the Firm's inception to the present date. The ConflictsPlus system is updated daily and integrates data from the Firm's new matter intake system, billing system, and manually entered records.
2. Search Terms — Entities. Each entity listed in Section II above was searched under its full legal name, all known short names, trade names, assumed names, and d/b/a designations. For example, "Northgate Telecommunications PLC" was searched as "Northgate Telecommunications," "Northgate PLC," "Northgate Telecom," "NTP," and "Northgate." Similar variations were applied to all other entity names. Parent-subsidiary and affiliate relationships were traced and searched to the extent known.
3. Search Terms — Individuals. All key officers, directors, counsel, and experts identified in Section II were searched under all known variations of their individual names, including first name, last name, middle initial (where known), and common nicknames. Maiden names and former surnames were searched where identified in the Firm's records.
4. Search Terms — Identifiers. Where available, searches were conducted by Employer Identification Number (EIN), UK Companies House Company Number, and Nasdaq stock ticker symbol. Specifically, EIN 54-3298176 (NNA), EIN 23-4157892 (Ridgepoint), Company No. 07824561 (Northgate PLC), and ticker symbol NTP were each searched independently as supplementary cross-references.
5. Office Coverage. The search was conducted across all C&H offices worldwide, including New York, Washington, D.C., London, and Hong Kong. The London office was specifically asked to conduct a separate check against UK-based client records and lateral hire records to ensure complete coverage for the UK-domiciled parent company, Northgate PLC.
6. Practice Group Coverage. The search was conducted across all Firm practice groups, with particular emphasis on the following groups identified as most likely to surface relevant engagements: Antitrust & Competition; Corporate/M&A; Capital Markets; Telecommunications & Media; and Litigation (including general commercial litigation, intellectual property litigation, and insurance coverage litigation).
7. Time Period. The search covered all available records from the Firm's inception to the present date, without temporal limitation. This includes records of matters that are currently active, matters that have been closed, and matters that were declined or terminated prior to completion.
8. Supplemental Search. A supplemental search was conducted on September 20, 2022 to capture any new entries logged into the ConflictsPlus system after the initial search on September 19, 2022, and to incorporate additional search terms identified during the preparation of this memorandum, including the names of insurance carriers and the anticipated e-discovery vendor, which were provided by the Proposed Client on September 20, 2022. The supplemental search did not return any new hits beyond those identified in the initial search.
IV. Results of Conflicts Search
The results of the initial and supplemental conflicts searches are set forth below, organized by party or category. For each category, the memorandum identifies any hits returned by the ConflictsPlus system, describes the nature and scope of any prior or current engagement, and provides an initial assessment of whether the hit gives rise to a conflict requiring further analysis under the applicable professional responsibility rules.
A. Northgate Telecommunications PLC and Northgate Networks America Inc.
No prior C&H representation identified for Northgate Telecommunications PLC, Northgate Networks America Inc., or any known subsidiary or affiliate of Northgate PLC. The ConflictsPlus system returned no hits for any variation of the Northgate entity names, the EIN for NNA, the UK Company Number for Northgate PLC, or the Nasdaq ticker symbol NTP.
No prior adverse representations against Northgate PLC, NNA, or any known Northgate affiliate were identified. That is, C&H has not previously represented any party in a matter in which Northgate PLC or NNA was an adverse party or a material interested party.
Searches for the individual names of the key officers listed in Section II.A.3 returned no hits indicating any prior individual representation by C&H or any prior adverse relationship.
The Firm's London office conducted a separate, independent check against UK-based client records, including records relating to lateral partner hires and their portable client relationships. No hits were returned for Northgate PLC or any associated entity or individual.
Finally, Pemberton Kaye LLP, the external auditor for Northgate PLC, is not a current or former C&H client. No engagement of any kind involving Pemberton Kaye was identified in the ConflictsPlus system.
Assessment: No conflict arises from the client-side search. Northgate PLC and NNA are new clients to the Firm, and no prior adverse relationship exists.
B. Ridgepoint Communications Inc.
No current or prior C&H representation of Ridgepoint Communications Inc. was identified. The ConflictsPlus system returned no hits for any variation of the Ridgepoint entity name or for Ridgepoint's EIN (23-4157892).
No prior adverse representation against Ridgepoint was identified. That is, C&H has not previously represented any party in a matter in which Ridgepoint was named as an adverse party.
Searches for the individual names of Ridgepoint's key officers — Gregory Trent, Samira Hashemi, and Theodore Braun — returned no hits indicating any prior individual representation by C&H or any prior relationship of any kind.
Assessment: No conflict arises from the adverse-party search of Ridgepoint. Ridgepoint is not, and has never been, an C&H client.
C. Caravel Capital Partners LP
One prior matter identified. The ConflictsPlus system returned a single hit for Caravel Capital Partners LP. Specifically, C&H's New York Corporate/M&A group represented Caravel Capital Partners LP in connection with a regulatory filing related to an acquisition by one of Caravel's healthcare-sector portfolio companies in 2017. The details of the prior engagement are as follows:
• Matter Number: 1022-00001
• Description: Representation of Caravel Capital Partners LP in connection with the preparation and filing of a Hart-Scott-Rodino Act pre-merger notification filing (HSR Form) with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, in connection with Caravel's acquisition of a controlling interest in a healthcare services company (the identity of which is not relevant to the present analysis and is omitted to preserve confidentiality).
• Scope: The engagement was limited in scope to the preparation, review, and filing of the HSR notification and related waiting-period compliance. C&H did not advise on the underlying transaction, did not perform due diligence on the target company, and did not advise on any post-closing integration or operational matters.
• Duration: The engagement commenced in Q2 2017 and was completed and closed in Q3 2017. Total billed fees were approximately $47,000.
• Personnel: The 2017 Caravel engagement was handled by partners and associates in the Firm's New York Corporate/M&A practice group. None of the members of the proposed Northgate engagement team (Forsythe, Bellamy, Liu, or Reyes) participated in the 2017 Caravel matter in any capacity.
• Subject Matter: The 2017 engagement involved a healthcare-sector transaction. It had no connection to the telecommunications industry, antitrust litigation, the Mid-Atlantic region, Ridgepoint Communications, or any party or subject matter involved in the present matter.
• Confidential Information: During the 2017 engagement, C&H obtained information necessary to complete the HSR notification filing, including information about Caravel's fund structure, assets under management, and the financial terms of the healthcare-sector transaction. None of this information is material to the defense of the antitrust action brought by Ridgepoint. No confidential information regarding Caravel's investment in Ridgepoint, Caravel's litigation funding practices, or Caravel's telecommunications-related activities was obtained during the 2017 engagement, as the Caravel-Ridgepoint leveraged buyout did not occur until November 2018, more than a year after the C&H engagement was completed and closed.
With respect to individual searches, Richard Cavanaugh (Managing Partner of Caravel Capital Partners LP) was identified as a contact in connection with the 2017 matter described above. No separate individual representation of Mr. Cavanaugh was identified. No other individual associated with Caravel was identified in the conflicts database.
Assessment: The prior 2017 representation of Caravel Capital Partners LP does not create a disqualifying conflict of interest with respect to the proposed Northgate engagement. This assessment is based on the following considerations:
First, Caravel Capital Partners LP is not a named party to the pending litigation. It is the majority equity owner of the plaintiff, Ridgepoint Communications Inc., and is believed to be funding the litigation, but it has not asserted claims in its own name and is not a defendant or third-party defendant. Under the applicable conflict rules, the representation of a parent or controlling equity owner does not automatically impute the subsidiary or portfolio company as a client of the firm. See ABA Formal Op. 95-390 (1995) (representation of corporate affiliate does not create lawyer-client relationship with other affiliates absent specific undertaking); see also Va. R. Prof. Conduct 1.7 cmt. [34]; N.Y.R.P.C. 1.7 cmt. [34]; D.C. R. Prof. Conduct 1.7 cmt. [18]. Conversely, the fact that C&H previously represented Caravel does not render Ridgepoint a former client of the Firm.
Second, the 2017 Caravel engagement was a discrete, completed transactional matter that is not the same as, and is not substantially related to, the present antitrust litigation. The 2017 matter involved a healthcare-sector acquisition and an HSR Act filing. The present matter involves the defense of Sherman Act claims in the telecommunications sector. There is no factual or legal nexus between the two matters. Under Rule 1.9(a) and its analogues, a former-client conflict arises only where the current matter is "the same or a substantially related matter" in which the new client's interests are "materially adverse" to those of the former client. Neither prong is satisfied here.
Third, no confidential information obtained during the 2017 Caravel engagement is material to the defense of the Ridgepoint antitrust action. The information obtained in 2017 related to Caravel's healthcare-sector portfolio acquisition and HSR compliance. No information was obtained regarding Caravel's subsequent investment in Ridgepoint, Caravel's telecommunications-sector activities, or Caravel's litigation funding practices. There is no risk that confidential information from the 2017 engagement could be used to the disadvantage of Caravel in the present matter.
Notwithstanding the foregoing, as a matter of best practice and transparency, the prior 2017 relationship with Caravel should be disclosed to the Proposed Client contact, Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc., as part of the engagement process. A notation should be placed in the engagement file documenting the prior relationship and the basis for concluding that no conflict exists. A formal waiver from Caravel is not required under the circumstances, as the matters are unrelated and Caravel is not a party to the litigation.
D. Hargrove, Winslow & Burke LLP
No current or prior C&H representation of Hargrove, Winslow & Burke LLP was identified. The Firm has not represented HWB as a client in any capacity, nor has it represented any HWB partner in his or her individual capacity.
Searches for Victoria Hargrove returned no hits indicating any prior representation, co-counsel relationship, or other professional engagement. Searches for Daniel Stoyanov similarly returned no hits.
The ConflictsPlus system did identify that C&H has appeared as opposing counsel to Hargrove, Winslow & Burke LLP in at least two prior litigation matters. Both matters are closed and are unrelated to the present engagement in terms of subject matter, parties, and legal issues. The existence of prior adversity to a law firm in its capacity as opposing counsel does not give rise to a conflict of interest under any applicable professional responsibility rule. Opposing counsel is not a client, and the Firm owes no duty of loyalty or confidentiality to HWB by virtue of having appeared on opposite sides of prior litigation.
Assessment: No conflict arises from the opposing counsel search.
E. Experts and Consultants
1. Dr. Priya Narasimhan / Ellsworth Economic Consulting LLC: No conflicts identified. The ConflictsPlus system confirmed that C&H has retained Ellsworth Economic Consulting LLC in one prior antitrust matter in an unrelated sector (consumer products). Dr. Narasimhan served as the firm's testifying expert in that matter. The prior retention does not create an adverse-party issue, as Ellsworth and Dr. Narasimhan would be engaged on behalf of the defense in the present matter as well. No impediment to their retention has been identified.
2. Dr. Anton Berger / Torrence Policy Group LLC: No conflicts identified. No prior C&H engagement with Torrence Policy Group LLC or Dr. Berger was found in the ConflictsPlus system. Dr. Berger and Torrence are clear for retention.
3. Dr. Leonard Kuo / Cavendish University: No conflicts identified. Dr. Kuo has not previously been retained by C&H in any capacity, and no current C&H representation of Cavendish University was found. C&H has no relationship with Dr. Kuo that would create an impediment to cross-examining him or otherwise challenging his testimony in the Ridgepoint matter.
Assessment: No conflicts arise from the expert and consultant searches. All anticipated defense experts and consultants are clear for retention.
F. E-discovery Vendor and Other Service Providers
1. Candela discovery Solutions Inc.: No conflicts identified. Candela is a vendor and service provider, not a client or adverse party, and accordingly does not implicate the conflict-of-interest rules applicable to client representations. The ConflictsPlus system confirmed that C&H has engaged Candela as an e-discovery vendor on multiple prior matters without issue. The anticipated project manager, Kenji Takahashi, is not a current or former C&H client or adverse party.
2. Vantage Strategic Communications LLC: No conflicts identified. Vantage is a potential litigation public relations advisor and, like Candela, is a service provider rather than a client or adverse party. The ConflictsPlus system returned no hits for Vantage or for Allison Draper, the anticipated lead consultant.
3. Whitmore & Crane LLP: No conflicts identified. Whitmore & Crane LLP is expected to serve as Northgate's insurance coverage counsel in connection with the D&O policies that may respond to the Ridgepoint litigation. C&H may coordinate with Whitmore & Crane on coverage notification, reservation-of-rights issues, and defense cost reimbursement. No conflict arises from a co-counsel or coordinating-counsel relationship with Whitmore & Crane. The ConflictsPlus system returned no hits for Whitmore & Crane as a client or adverse party.
Assessment: No conflicts arise from the service provider or co-counsel searches.
G. Insurance Carriers
1. Clarendon Mutual Insurance Ltd.: C&H does not currently represent Clarendon Mutual Insurance Ltd. in any capacity. However, one historical matter was identified: C&H's New York Litigation group represented a policyholder in a coverage dispute in which Clarendon Mutual was the adverse insurance carrier. That matter was resolved and closed in 2019. The 2019 matter is unrelated to the present engagement in terms of subject matter, policy type, policyholder identity, and legal issues. In the present engagement, Clarendon Mutual is Northgate's primary D&O insurer — that is, Clarendon is on the same side as the Proposed Client, not an adverse party. No conflict arises from the prior adversity to Clarendon in a closed, unrelated matter. However, this point should be monitored during the course of the litigation: if a coverage dispute were to arise between Northgate and Clarendon Mutual (for example, if Clarendon were to deny coverage or issue a reservation of rights), the prior adversity and the current engagement could create a more complex analysis. In such an event, a supplemental conflicts review should be conducted and the issue should be flagged to Whitmore & Crane LLP, Northgate's anticipated coverage counsel.
2. Avalon Specialty Underwriters Inc.: No current or prior C&H representation of Avalon Specialty Underwriters Inc. was identified. No prior adverse relationship was identified. Avalon is clear.
3. Pinnacle Re Ltd.: No current or prior C&H representation of Pinnacle Re Ltd. was identified. No prior adverse relationship was identified. Pinnacle Re is clear.
Assessment: No current conflict arises from the insurance carrier searches. The prior adversity to Clarendon Mutual in a closed 2019 matter should be noted in the engagement file and monitored as described above.
H. Telecom-Sector Representations in the Mid-Atlantic Region
As a final precautionary measure, a firm-wide search was conducted for all active and recently closed matters involving telecommunications clients or telecommunications-related antitrust matters in Pennsylvania, New Jersey, Delaware, Maryland, Virginia, and the District of Columbia. The purpose of this supplemental search was to identify any client relationship or matter that, while not directly involving the parties to the Ridgepoint action, could give rise to a positional conflict, an appearance of impropriety, or a commercial sensitivity that should be flagged before the Firm undertakes the proposed engagement.
The search returned the following two results:
1. Active Matter — Meridian Fiber Holdings LLC: C&H's Washington, D.C. Regulatory practice group is currently advising Meridian Fiber Holdings LLC ("Meridian"), an unrelated fiber-optic infrastructure company, on FCC spectrum licensing matters. Meridian operates primarily in the southeastern United States, specifically in North Carolina, South Carolina, and Georgia. Meridian does not compete with Northgate PLC, NNA, or Ridgepoint Communications Inc. in the Mid-Atlantic corridor. The subject matter of the Meridian engagement (FCC spectrum licensing) does not overlap with the subject matter of the Ridgepoint antitrust action (Sherman Act Sections 1 and 2 claims relating to alleged exclusionary conduct in the CLEC market). There is no overlap in parties, geography, or legal issues. No conflict arises.
2. Recently Closed Matter — Beacon Broadband Corp.: C&H's New York Corporate practice group advised Beacon Broadband Corp. ("Beacon") on a 2021 asset acquisition involving cable television plant and associated infrastructure in upstate New York. Beacon Broadband is a cable operator and broadband provider serving residential and small-business customers in the Albany and Syracuse metropolitan areas. Beacon does not compete with Northgate, NNA, or Ridgepoint in the relevant geographic market (the Mid-Atlantic corridor). The subject matter of the Beacon engagement (cable plant asset acquisition) does not overlap with the subject matter of the Ridgepoint antitrust action. The Beacon matter was closed in Q1 2022 and is fully concluded. No conflict arises.
No other telecommunications-sector representations in the Mid-Atlantic region were identified.
Assessment: No conflicts arise from the firm-wide telecommunications-sector search.
V. Analysis Under Applicable Professional Responsibility Rules
This Section provides a consolidated analysis of the conflicts search results under the applicable professional responsibility rules. As noted in Section I, the analysis applies the provisions of the New York Rules of Professional Conduct, the D.C. Rules of Professional Conduct, and the Virginia State Bar Rules of Professional Conduct. Where the rules diverge in any material respect, the most restrictive standard has been applied.
A. Current Client Conflicts (Rule 1.7 Analogues)
Rule 1.7 of the applicable professional conduct rules generally prohibits a lawyer from representing a client if the representation involves a concurrent conflict of interest — that is, if the representation will be directly adverse to another current client or if there is a significant risk that the representation will be materially limited by the lawyer's responsibilities to another client, a former client, a third person, or by a personal interest of the lawyer.
Based on the results of the conflicts search, none of the adverse parties in the Ridgepoint action are current C&H clients. Specifically:
• Ridgepoint Communications Inc. is not a current C&H client.
• Caravel Capital Partners LP is not a current C&H client. The Firm's sole prior engagement with Caravel was a discrete transactional matter that was completed and closed in Q3 2017.
• Hargrove, Winslow & Burke LLP is not a current C&H client.
• Gregory Trent, Samira Hashemi, Theodore Braun, and Richard Cavanaugh are not current C&H clients in their individual capacities.
No directly adverse current-client conflict exists under Rule 1.7 or its analogues. The active Meridian Fiber Holdings LLC engagement does not create a concurrent-client conflict because Meridian is not a party to the Ridgepoint action, does not compete with Northgate or Ridgepoint, and the representation of Meridian is not adverse to, and does not create a significant risk of material limitation on, the representation of Northgate.
B. Former Client Conflicts (Rule 1.9 Analogues)
Rule 1.9 of the applicable professional conduct rules generally provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Additionally, a lawyer shall not use information relating to the representation of a former client to the disadvantage of the former client, except as permitted or required by the rules.
The conflicts search identified one former-client relationship that requires analysis under Rule 1.9: the Firm's 2017 representation of Caravel Capital Partners LP in connection with an HSR Act pre-merger notification filing for a healthcare-sector portfolio company acquisition.
The analysis proceeds in three steps:
Step 1 — Same or Substantially Related Matter. The present matter (defense of a Sherman Act antitrust action in the telecommunications sector) is not the same as, and is not substantially related to, the 2017 engagement (preparation of an HSR notification filing for a healthcare-sector acquisition). The matters involve entirely different industries, different legal issues, different regulatory frameworks, and different factual contexts. There is no factual overlap whatsoever. The "substantial relationship" test examines whether the factual matters involved in the prior representation are so related to the facts of the current representation that a genuine risk exists that confidences obtained in the prior representation will be relevant and useful in the current representation. See Analytica, Inc. v. NPD Research, Inc., 708 F.2d 1263, 1266 (7th Cir. 1983); see also Restatement (Third) of the Law Governing Lawyers § 132 cmt. d(iii). No such risk exists here. The 2017 matter involved the mechanics of an HSR filing for a healthcare deal; the present matter involves the defense of exclusionary-conduct and market-allocation claims in the telecommunications industry.
Step 2 — Material Adversity of Interests. Even if the matters were considered related (which they are not), the question would arise whether Northgate's interests in the present litigation are "materially adverse" to those of Caravel. While Caravel is the majority owner of Ridgepoint and is believed to be funding the litigation, Caravel is not a named party. The defense of the antitrust action is not directed at Caravel; it is directed at Ridgepoint's claims. To the extent Caravel has a financial interest in the outcome of the litigation (through its equity ownership of Ridgepoint and its role as litigation funder), that interest is indirect. Nonetheless, even assuming arguendo that Caravel's interests are sufficiently aligned with Ridgepoint's to be considered materially adverse to Northgate's, the analysis still does not result in a disqualifying conflict because the matters are not the same or substantially related (Step 1).
Step 3 — Use of Confidential Information. No confidential information obtained during the 2017 Caravel engagement is material to the defense of the antitrust action. The information obtained in 2017 related exclusively to Caravel's fund structure, the financial terms of a healthcare-sector acquisition, and the mechanics of the HSR filing process. None of this information bears on the telecommunications market, Ridgepoint's competitive position, Caravel's relationship with Ridgepoint (which did not exist until November 2018), or any other issue in the present litigation. There is no risk of disadvantageous use of former-client confidences.
Conclusion under Rule 1.9: No disqualifying former-client conflict exists. The interests of Caravel as litigation funder are aligned with Ridgepoint's interests as plaintiff, but the former C&H representation of Caravel was not adverse to Ridgepoint and did not involve telecommunications or antitrust subject matter. The two engagements share no factual, legal, or geographic nexus. Nevertheless, as recommended in Section IV.C above, the prior relationship should be disclosed to Catherine Ng at Northgate Networks America Inc. for transparency purposes, and the disclosure should be documented in the engagement file.
C. Imputed Conflicts
Under Rule 1.10 of the applicable professional conduct rules, when a lawyer is disqualified from representation under Rules 1.7 or 1.9, no lawyer associated with that lawyer's firm may undertake or continue the representation unless the disqualification is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation.
Because no disqualifying conflict has been identified under Rules 1.7 or 1.9, no imputation analysis is strictly necessary. Nonetheless, for completeness, the memorandum notes that no member of the proposed engagement team — Elaine Forsythe, Howard Bellamy, Aaron Liu, or Monica Reyes — personally participated in the 2017 Caravel Capital Partners LP matter (1022-00001). The 2017 matter was staffed entirely by partners and associates in the Firm's New York Corporate/M&A practice group, none of whom are members of the proposed Northgate engagement team or are expected to have any involvement in the Northgate defense. No imputation issue arises under any applicable rule.
D. Issue Conflicts
An "issue conflict" or "positional conflict" arises when a lawyer's advocacy on behalf of one client requires the lawyer to take a legal position that is directly contrary to a legal position the lawyer is simultaneously taking on behalf of another client in a different matter. While the applicable professional conduct rules do not explicitly address positional conflicts, the concept is recognized in the commentary to Rule 1.7 and in ethics opinions as a subset of the "significant risk of material limitation" analysis.
No issue conflicts have been identified in connection with the proposed Northgate engagement. Specifically:
• C&H's positions in the Meridian Fiber Holdings LLC regulatory matter (FCC spectrum licensing) do not implicate any legal positions that are inconsistent with, or contrary to, the legal positions to be taken on behalf of Northgate in the defense of the Ridgepoint antitrust action. The Meridian matter involves regulatory compliance under the Communications Act and FCC rules; the Northgate matter involves antitrust liability under the Sherman Act. There is no overlap in the legal theories, standards, or positions at issue.
• C&H's prior work on the Beacon Broadband Corp. asset acquisition does not implicate any legal positions relevant to the Northgate defense. The Beacon matter was a closed transactional engagement involving cable plant acquisition due diligence and documentation. No antitrust issues were raised in connection with that transaction.
• C&H's prior HSR Act filing on behalf of Caravel Capital Partners LP does not implicate any legal positions contrary to those to be taken on behalf of Northgate. The HSR filing was a routine pre-merger notification; it did not involve any substantive antitrust analysis or advocacy regarding telecommunications markets.
Conclusion: No issue conflict or positional conflict has been identified.
VI. Conclusion and Recommendation
Based on the comprehensive conflicts analysis set forth in this memorandum, the following conclusions and recommendations are respectfully submitted:
1. No disqualifying conflicts have been identified. The Firm may proceed with the proposed engagement to represent Northgate Telecommunications PLC and Northgate Networks America Inc. in the defense of Ridgepoint Communications Inc. v. Northgate Networks America Inc. et al., Case No. 1:22-cv-01487-CMW (E.D. Va.).
2. Disclosure of Prior Caravel Relationship. The prior 2017 representation of Caravel Capital Partners LP (Matter No. 1022-00001) should be disclosed to the Proposed Client contact, Catherine Ng, U.S. Deputy General Counsel of Northgate Networks America Inc., in the engagement letter or in a separate written disclosure communication transmitted prior to the commencement of substantive work. The disclosure should describe the nature, scope, and timing of the 2017 engagement, confirm that the engagement is closed and unrelated to the present matter, and explain the basis for the Firm's conclusion that no conflict exists. A formal waiver or consent from Caravel Capital Partners LP is not required, given that the 2017 engagement and the present engagement are unrelated in subject matter, the 2017 matter is closed, and Caravel is not a party to the pending litigation. Nonetheless, the prior relationship and the disclosure to the client should be documented in the engagement file for the Northgate matter.
3. Clarendon Mutual Monitoring. The fact that C&H's New York Litigation group previously represented a policyholder in a 2019 coverage dispute adverse to Clarendon Mutual Insurance Ltd. should be flagged in the engagement file. In the present engagement, Clarendon Mutual is Northgate's primary D&O insurer and is not an adverse party. However, if a coverage dispute were to develop between Northgate and Clarendon Mutual during the course of the Ridgepoint litigation (for example, in connection with a coverage denial, a reservation of rights, or a dispute over defense costs), the prior adversity and the current engagement should be reassessed, and Whitmore & Crane LLP, Northgate's anticipated insurance coverage counsel, should be notified of the prior relationship.
4. Supplemental Conflicts Checks. A supplemental conflicts check should be run promptly if and when new parties are joined in the litigation, new experts or consultants are identified for retention or deposition, or other material third parties are identified during the course of discovery or otherwise. In particular, if Caravel Capital Partners LP is added as a party to the litigation (whether by joinder, intervention, or otherwise), an immediate supplemental conflicts analysis should be conducted and a reassessment of the former-client conflict analysis should be performed.
5. Ongoing Monitoring. In accordance with the Firm's standard practice, the engagement file should be updated in the ConflictsPlus system to reflect the Proposed Client, all adverse parties, all related entities, and all key individuals identified in this memorandum. Future new-matter intake searches by other Firm lawyers will thus capture the Northgate engagement and the associated parties, enabling the identification of any cross-cutting conflicts that may arise from future business development or lateral hiring activities.
VII. Approval and Sign-Off
Prepared by:
________________________________________
Aaron Liu Lead Associate, Antitrust & Competition Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 800 Washington, D.C. 20036
Date of Conflicts Search: September 19–20, 2022
Reviewed and Approved by:
________________________________________
Elaine Forsythe Responsible Partner, Antitrust & Competition Calderwood & Harkness LLP 1200 New Hampshire Avenue NW, Suite 800 Washington, D.C. 20036
Date of Approval: September 20, 2022
Distribution:
• Engagement file (C&H-2022-ATR-00419)
• General Counsel's Office, Calderwood & Harkness LLP (C&H internal conflicts records)
This memorandum is a privileged and confidential attorney work product prepared in connection with the Firm's internal conflicts analysis and is not intended for distribution outside of Calderwood & Harkness LLP. It is protected by the attorney-client privilege and the work product doctrine. Any unauthorized disclosure, copying, or distribution is strictly prohibited.

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts