conflicts-search-report-round-1.docx

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document is prepared by the Office of Conflicts & New Business of Calderwood & Harkness LLP and is protected by the attorney work-product doctrine and the attorney-client privilege. This report is intended solely for the individuals identified on the Confidential Distribution List set forth in Section VIII. Do not copy, forward, or distribute this document without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.

CONFLICTS SEARCH REPORT — ROUND 1

CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business

CONFLICTS SEARCH REPORT — ROUND 1 Proposed Matter No. 1031-00001

I. EXECUTIVE SUMMARY

A comprehensive Round 1 conflicts search was performed on May 9, 2024, in connection with the proposed new engagement of Metropolitan Transit Development Corp. ("MTDC") under proposed Matter No. 1031-00001. The proposed engagement, if accepted, would involve the defense of a Civil Investigative Demand issued by the Illinois Attorney General's Bureau of Civil Rights, the defense of a putative employee class action filed in the Circuit Court of Cook County, and related advisory and remediation work concerning biometric-data practices and workforce-monitoring policies. The search was requested by Rachel Bernstein, Partner, Privacy & Data Security, and was conducted in accordance with Calderwood & Harkness's Conflicts Clearance Policy (Firm Policy No. GC-2019-004, as amended).

Critical Finding. The search identified a significant and potentially disqualifying conflict of interest. Calderwood & Harkness currently represents Pinnacle Workforce Analytics, Inc. ("Pinnacle") under active Matter No. 1031-00001. The responsible partner for the Pinnacle engagement is Jonathan Mercer of the firm's intellectual Property / Patent Litigation practice. Pinnacle is a current, active, and fee-paying client of the firm. Pinnacle is also identified as an anticipated adverse party in the proposed MTDC engagement — specifically, Pinnacle is named as a "responsible party" in the Attorney General's Civil Investigative Demand, and MTDC has indicated that it intends to pursue cross-claims and indemnification demands against Pinnacle. The proposed MTDC engagement would require the firm to advance legal positions regarding the unlawfulness of the very technology platform — Pinnacle's TruScan 360 biometric workforce-management system — that the firm is actively defending and promoting in the existing Pinnacle matter.

This conflict implicates potential direct adversity under Illinois Rule of Professional Conduct 1.7(a)(1) and a material limitation on the firm's ability to represent either client competently and diligently under Illinois Rule of Professional Conduct 1.7(a)(2). The preliminary assessment of the Office of Conflicts & New Business is that this conflict is of Critical severity and cannot be resolved at the Director level.

Recommendation. This report should be escalated immediately to the Conflicts Committee, chaired by Lawrence Keating, Senior Partner, and to Helen Drazkowski, General Counsel, for a formal waivability determination under Illinois Rule 1.7(b). No further substantive communications with MTDC or work on the proposed engagement should proceed until the Conflicts Committee issues its determination. A supplemental Round 2 expanded-parties search is also recommended to ensure no additional conflicts exist beyond the critical Pinnacle issue identified in this report.

II. SEARCH PARAMETERS

A. Requesting Attorney and Proposed Engagement Team

The following attorneys have been identified on the New-Matter Intake Request Form (C&H Form NM-1) as the proposed engagement team for Matter No. 1031-00001:

All four members of the proposed engagement team were checked against the Pinnacle matter team to confirm that no individual attorney would be simultaneously staffed on both the existing Pinnacle representation and the proposed MTDC representation. None of the proposed engagement team members are currently assigned to any Pinnacle matter, nor have they worked on any prior Pinnacle matter at the firm. However, as discussed further in Sections III and IV below, the institutional nature of the identified conflict renders the absence of individual attorney overlap immaterial to the conflict analysis.

B. Prospective Client Information

The following information was provided by the requesting attorney and verified against public records:

The following key individuals associated with MTDC were searched as part of this Round 1 review:

• Terrence Whitfield, General Counsel, Metropolitan Transit Development Corp.

• Lucia Marchetti, Chief Information Security Officer, Metropolitan Transit Development Corp.

• Darnell Okafor, Executive Director, Metropolitan Transit Development Corp.

These individuals were identified as the primary client contacts for the proposed engagement. Each name was searched independently using exact-match, phonetic-variation, and alias-variation methodologies as described in Section II.F below.

C. Proposed Engagement Scope

Based on the information provided by Rachel Bernstein in the New-Matter Intake Request Form (C&H Form NM-1), submitted May 9, 2024, and supplemented by telephonic intake interview conducted the same date, the proposed engagement encompasses the following work:

1. Defense of Civil Investigative Demand. Defense of a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights, Reference No. CRB-2024-0417, dated April 22, 2024. The CID alleges violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTDC's collection, storage, use, and dissemination of biometric data of its employees through a third-party workforce-management platform. The CID demands production of extensive documentation regarding MTDC's biometric-data practices, vendor contracts, employee consent procedures, data-retention policies, and related records.

2. Defense of Putative Employee Class Action. Defense of a putative employee class action filed in the Circuit Court of Cook County, Chancery Division, Case No. 2024-CH-04417, filed April 29, 2024. The class action alleges BIPA violations and related state-law privacy and employment claims on behalf of a putative class of approximately 12,400 current and former MTDC employees. The complaint asserts that MTDC collected, captured, and stored biometric identifiers — including fingerprints and facial-geometry scans — without first obtaining informed written consent as required by BIPA Section 15(b), and that MTDC failed to establish and make publicly available a written data-retention and destruction policy as required by BIPA Section 15(a).

3. Advice on Remediation of Biometric-Data Practices. Counseling MTDC on the remediation of its biometric-data collection, storage, use, and destruction practices to achieve compliance with BIPA, PIPA, and other applicable data-privacy statutes and regulations.

4. Potential Cross-Claims and Indemnification Proceedings. Potential assertion of cross-claims and indemnification demands against technology vendors, including specifically Pinnacle Workforce Analytics, Inc., under the terms of the Master Software License and Services Agreement ("MSLA") executed June 15, 2021, between Pinnacle and MTDC, and under common-law theories of contribution and indemnification.

5. Related Employment Counseling. General employment counseling concerning workforce-monitoring policies, employee notice and consent procedures, and related human-resources compliance matters.

The requesting attorney has confirmed that the proposed engagement is expected to be active for a minimum of eighteen (18) to twenty-four (24) months, and that the estimated fees for the engagement are between $3.5 million and $5.2 million over that period. The engagement is being referred to Calderwood & Harkness by Constance Hargrove, a partner at Hargrove, Tillman & Reese LLP, which serves as MTDC's existing outside litigation counsel.

D. Adverse and Related Parties Searched

The following parties were identified by the requesting attorney as adverse, potentially adverse, or otherwise related to the proposed MTDC engagement, and were included in the Round 1 conflicts search:

1. Pinnacle Workforce Analytics, Inc.

Key individuals searched in connection with Pinnacle:

• Gregory Harmon, Chief Executive Officer

• Sandra Yee, General Counsel

2. Office of the Illinois Attorney General — Bureau of Civil Rights

The Office of the Illinois Attorney General is the governmental body that issued the CID and is the anticipated plaintiff in any subsequent enforcement action. The following individual was searched:

• Malcolm Jeffries, Deputy Attorney General for Civil Rights

3. Ridgeway & Falk LLP

Ridgeway & Falk LLP has been retained by the Office of the Attorney General as outside special counsel in connection with the CID and anticipated enforcement proceedings. The firm's address is 401 East Adams Street, Suite 300, Springfield, IL 62701. The following individual was searched:

• Diane Falk, Partner

4. Kessler, Brandt & O'Neill LLP

Kessler, Brandt & O'Neill LLP serves as plaintiffs' class counsel in the putative employee class action, Case No. 2024-CH-04417. The firm's address is 120 North LaSalle Street, Suite 2200, Chicago, IL 60602. The following individuals were searched:

• Martin Kessler, Partner (lead class counsel)

• Yolanda Brandt, Partner (co-class counsel)

5. Hargrove, Tillman & Reese LLP

Hargrove, Tillman & Reese LLP is MTDC's existing outside litigation counsel and is the referral source for the proposed engagement. The firm's address is 233 South Wacker Drive, Suite 5600, Chicago, IL 60606. This party was searched not as an adverse party but as a related party to identify any prior or current representations that might give rise to a conflict or duty of disclosure. The following individual was searched:

• Constance Hargrove, Partner (lead, MTDC account) — referring attorney

6. Meridian Trust National Bank

Meridian Trust National Bank serves as MTDC's fiscal agent and bond trustee. The bank's address is 135 South LaSalle Street, Chicago, IL 60603. This party was searched as a related party due to its fiduciary relationship with MTDC and the potential that a significant BIPA liability could implicate MTDC's financial obligations and bondholder interests. The following individual was searched:

• Angela Tran, Chief Fiduciary Officer

7. Lakefront Actuarial Advisors, LLC

Lakefront Actuarial Advisors, LLC is MTDC's consulting actuary and has prepared the statutory-damages exposure estimate relevant to the proposed engagement. The firm's address is 200 East Randolph Street, Suite 1710, Chicago, IL 60601. The following individual was searched:

• Felix Drummond, Principal, FSA, MAAA

E. Databases and Systems Searched

The following databases and information systems were searched as part of this Round 1 conflicts review:

1. Calderwood & Harkness Conflicts Database (IntakeIQ platform) — The firm's primary conflicts-clearance system, which contains records of all current and former clients, adverse parties, related parties, and engagement-specific information for all matters opened since 1997, as well as legacy data migrated from prior systems.

2. Firm Client/Matter Database (all active, closed, and pending matters) — A comprehensive database maintained by the firm's Finance and Administrative Services departments, containing records of all matters (active, closed, and pending) across all firm offices, including matter descriptions, responsible and billing partner assignments, staffing records, and client-contact information.

3. Lateral Hire Disclosure Records — Records maintained by the Office of Conflicts & New Business reflecting the conflicts-disclosure submissions of all laterally hired attorneys, including prior firm client lists, adverse-party lists, and matters in which the lateral attorney participated, as required by Firm Policy No. GC-2019-004, Section 7.

4. General Counsel's Ethics Clearance Files — Records of all prior ethics-clearance determinations, conflict waivers, ethical screens, and related correspondence maintained by the Office of the General Counsel.

5. New York and Chicago Office Local-Party Indices — Supplemental indices maintained by the New York and Chicago offices containing localized party and matter information, including information on local counsel relationships, co-counsel arrangements, and local adverse parties.

6. Public Records Cross-Reference (Secretary of State Filings, Corporate Affiliates) — Searches of the Illinois Secretary of State's business-entity database, the Delaware Division of Corporations database, and the Virginia State Corporation Commission's Clerk's Information System, used to verify entity names, confirm affiliations, and identify corporate parents, subsidiaries, and affiliates of the principal parties.

F. Search Methodology

The following search methodologies were employed for all parties and individuals identified in Sections II.B through II.D:

1. Entity Name Searches. Each entity name was searched using exact-match, phonetic-match (Soundex algorithm), and alias-variation methodologies. Alias variations included formal and informal abbreviations, trade names, and commonly used short names. A complete list of all search terms and alias variations used is set forth in Appendix A, which is attached separately.

2. Individual Name Searches. Each individual's name was searched using exact-match and phonetic-variation methodologies, including searches for common misspellings, alternative transliterations, and hyphenated or compound-name variations.

3. EIN Cross-Reference. Where available, Employer Identification Numbers (EINs) were used to cross-reference entity-name search results and to identify additional entity names, "doing business as" names, or predecessor entity names associated with the same EIN.

4. Address-Based Cross-Reference. The principal business addresses of all entity parties were searched to identify any additional entities or individuals associated with the same address that might indicate an undisclosed affiliation or relationship.

5. Corporate Family / Affiliate Tree Searches. For Pinnacle Workforce Analytics, Inc. and Metropolitan Transit Development Corp., expanded corporate-family and affiliate-tree searches were conducted using public-records databases and the firm's own client/matter records to identify parent entities, subsidiaries, divisions, and affiliated entities. Pinnacle's corporate family was searched to the extent identifiable from public records; MTDC's governmental affiliations were searched to include any related transit authorities, special districts, or governmental units sharing overlapping governance or operations.

III. SEARCH RESULTS

A. Summary of Hits

The following table summarizes the results of the Round 1 conflicts search for all parties and individuals identified in Section II:

Of the twenty (20) parties and individuals searched, only one (1) returned a positive hit: Pinnacle Workforce Analytics, Inc., which matched as an existing, active client of the firm. No other matches were identified. No prior representations of MTDC by the firm were found. No current or prior representations adverse to the Office of the Illinois Attorney General were identified. The co-counsel / referral firm, Hargrove, Tillman & Reese LLP, did not appear in the firm's databases in any capacity — as client, adverse party, co-counsel, or otherwise.

The details of the critical Pinnacle hit are set forth in Section III.B below.

B. Detailed Analysis of Critical Hit: Pinnacle Workforce Analytics, Inc.

1. Existing Matter Information. The following information regarding the firm's existing representation of Pinnacle was extracted from the firm's Client/Matter Database and confirmed by review of the General Counsel's Ethics Clearance Files. A complete matter summary extract is attached separately as Appendix B.

The opposing party in the existing Pinnacle matter is Veritas Biometrics Corp., a Delaware corporation with its principal offices at 8200 Greensboro Drive, Suite 1100, McLean, VA 22102. Veritas's Chief Executive Officer is Randall Cho, and its outside counsel is Whitmore & Sato LLP, Norfolk, Virginia (lead partner: Akira Sato). Veritas Biometrics Corp. was not identified as a party or related party in the proposed MTDC engagement; however, the underlying technology at issue in the Veritas litigation — TruScan 360 — is the same platform at issue in the MTDC matters.

2. Nature of the Existing Representation. Calderwood & Harkness has maintained a client relationship with Pinnacle Workforce Analytics, Inc. since 2019. The firm's initial engagement involved patent-licensing advisory work related to Pinnacle's portfolio of biometric-recognition technology patents. That initial engagement was followed by the current active matter (No. 1031-00001), in which the firm represents Pinnacle as plaintiff in patent-infringement litigation against Veritas Biometrics Corp. in the Eastern District of Virginia.

The active matter specifically involves patent-infringement claims that Pinnacle brought against Veritas relating to TruScan 360's core biometric-recognition algorithms. The case is currently in the discovery phase, with a Markman hearing scheduled for July 2024 and trial projected for early 2025. The matter is a significant engagement for the firm, with actual FY 2023 billings of $2,137,500.

The nature of the Pinnacle representation is of particular relevance to the conflict analysis because it involves the legitimacy, innovation, and commercial value of TruScan 360's biometric-data collection and processing capabilities. In the Veritas litigation, the firm's position on behalf of Pinnacle is that TruScan 360 represents a novel, innovative, and commercially valuable technology platform, and that Pinnacle's patents covering the platform's biometric-recognition algorithms are valid, enforceable, and infringed by Veritas's competing product. The representation necessarily involves the firm advocating for the quality, reliability, and propriety of TruScan 360's design and functionality.

Of critical importance, the firm is currently in possession of substantial Pinnacle confidential information regarding TruScan 360's technical architecture. Without disclosing the substance of any such information in this report, the categories of confidential information in the firm's possession include:

• Source-code architecture summaries and related technical documentation;

• Data-flow diagrams depicting TruScan 360's biometric-data collection, processing, storage, and transmission pathways;

• Biometric-data retention policies and data-lifecycle documentation;

• Algorithm design documents describing the operation of TruScan 360's fingerprint, facial-geometry, and iris-scan recognition modules; and

• Internal Pinnacle communications regarding TruScan 360's development, testing, and deployment practices.

These categories of confidential information are directly relevant to the legal and factual issues that would arise in the proposed MTDC engagement, as described in Section III.B.3 below.

3. Connection Between Existing Matter and Proposed Engagement. The factual and legal connections between the existing Pinnacle representation (Matter No. 1031-00001) and the proposed MTDC engagement (proposed Matter No. 1031-00001) are direct, substantial, and pervasive. The key points of connection are as follows:

Same Technology Platform. The proposed MTDC engagement arises from MTDC's deployment of the same TruScan 360 platform that is at the center of the existing Pinnacle litigation. MTDC deployed TruScan 360 pursuant to a Master Software License and Services Agreement ("MSLA") executed June 15, 2021, between Pinnacle and MTDC. The MSLA has a total contract value of $8,700,000 over a five-year initial term (June 15, 2021 through June 14, 2026), with an optional three-year renewal. The CID and the class action both allege that MTDC's use of TruScan 360 to collect biometric data from its employees violated BIPA and related Illinois privacy statutes.

Pinnacle Named in CID. The Attorney General's CID (Ref. CRB-2024-0417) names Pinnacle as a "responsible party" alongside MTDC. According to information provided by the requesting attorney, the AG has indicated through counsel at Ridgeway & Falk LLP that the Bureau of Civil Rights may name Pinnacle as a co-respondent in the anticipated enforcement action. Pinnacle's role as a named responsible party in the CID underscores the degree of direct adversity that would exist between the firm's two clients if the proposed engagement were accepted.

Anticipated Cross-Claims and Indemnification. The proposed engagement scope, as described in the New-Matter Intake Request Form, explicitly contemplates the potential assertion of cross-claims and indemnification demands by MTDC against Pinnacle under the MSLA. The requesting attorney has confirmed that MTDC's General Counsel, Terrence Whitfield, has identified the pursuit of contractual indemnification from Pinnacle as a "central strategic priority" of the proposed engagement. This means that the firm would be expected, on behalf of MTDC, to pursue affirmative claims against its existing client, Pinnacle.

Irreconcilable Legal Positions. The proposed MTDC engagement would require Calderwood & Harkness to argue that TruScan 360's design and deployment violated BIPA — that is, that the platform's biometric-data collection, storage, and dissemination practices were unlawful, inadequately disclosed, and conducted without proper consent. This position is fundamentally and irreconcilably inconsistent with the position the firm advances on behalf of Pinnacle in the existing Veritas litigation, which depends on establishing the legitimacy, innovation, and commercial value of TruScan 360's biometric capabilities. Put simply, the firm cannot simultaneously champion TruScan 360 as a legitimate and innovative technology (for Pinnacle) and attack it as an unlawful surveillance tool (for MTDC).

Confidential Information Overlap. The categories of Pinnacle confidential information in the firm's possession — including source-code architecture summaries, data-flow diagrams, biometric-data retention policies, and algorithm design documents — are directly relevant to the factual and legal issues in the proposed MTDC engagement. In the MTDC matters, the adequacy of TruScan 360's consent mechanisms, data-retention practices, and data-dissemination controls would be central contested issues. The firm's possession of Pinnacle's confidential technical information regarding these very topics creates a substantial risk of inadvertent or improper use of confidential information to the detriment of Pinnacle.

IV. CONFLICT CLASSIFICATION AND PRELIMINARY ASSESSMENT

A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity

Illinois Rule of Professional Conduct 1.7(a)(1) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists where "the representation of one client will be directly adverse to another client." The analysis under this provision is as follows:

Pinnacle is a current client of the firm. Pinnacle Workforce Analytics, Inc. has been a client of Calderwood & Harkness since 2019 and is currently represented by the firm in active litigation (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., Case No. 1:22-cv-01533, E.D. Va.). There is no question that Pinnacle holds the status of a current client for purposes of the concurrent-conflict analysis. The attorney-client relationship with Pinnacle has not been terminated, the active matter has not been concluded, and Pinnacle continues to pay fees for ongoing legal services.

The proposed MTDC representation would be directly adverse to Pinnacle. Direct adversity would exist because:

(a) Pinnacle is identified as a "responsible party" in the Attorney General's CID (Ref. CRB-2024-0417), which is one of the two proceedings in which the firm would be defending MTDC. The CID investigation targets both MTDC's and Pinnacle's roles in the alleged BIPA violations.

(b) MTDC anticipates asserting cross-claims and indemnification demands against Pinnacle in connection with the class action and potentially the AG enforcement proceedings. The firm would be called upon, on behalf of MTDC, to pursue affirmative claims directly against Pinnacle — seeking to shift liability from MTDC to Pinnacle under the MSLA and under common-law theories of contribution and indemnification.

(c) The legal positions the firm would advance on behalf of MTDC directly attack the same technology platform — TruScan 360 — that the firm defends and promotes on behalf of Pinnacle. The firm would be arguing that TruScan 360 was designed, marketed, and deployed in a manner that violated Illinois biometric-privacy law, while simultaneously arguing in the Veritas litigation that TruScan 360 represents a legitimate, innovative, and commercially valuable technology platform.

Preliminary Assessment: Direct adversity exists under Illinois Rule of Professional Conduct 1.7(a)(1). The proposed MTDC representation would place the firm in a position of direct adversity to its existing client, Pinnacle, both in terms of the parties' opposing interests in the underlying proceedings and in terms of the fundamentally inconsistent legal positions the firm would be required to advance.

B. Illinois Rule of Professional Conduct 1.7(a)(2) — Material Limitation

Illinois Rule of Professional Conduct 1.7(a)(2) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists where "there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer." The analysis under this provision is as follows:

The firm's responsibilities to Pinnacle would materially limit the proposed MTDC representation. There is a significant risk that the firm's ability to represent MTDC competently and diligently would be materially limited by the firm's concurrent responsibilities to Pinnacle. This risk arises from two independent but reinforcing sources:

First, the firm possesses Pinnacle's confidential technical information relating to TruScan 360 that is directly relevant to the BIPA claims at issue in the proposed MTDC matter. The firm's duty to preserve and protect Pinnacle's confidential information would constrain the firm's ability to pursue MTDC's interests aggressively — for example, by formulating litigation strategy based on known weaknesses in TruScan 360's consent mechanisms or data-retention practices, or by advising MTDC on the strengths of its indemnification claims based on knowledge of Pinnacle's internal design decisions. The risk of inadvertent or improper disclosure or use of Pinnacle's confidential information in the course of the MTDC representation is substantial and cannot be adequately mitigated by an ethical screen or similar procedural safeguard given the nature and scope of the overlapping subject matter.

Second, the irreconcilable legal positions regarding the lawfulness of TruScan 360's biometric-data practices create a material limitation on the firm's ability to represent either client competently and diligently. If the firm were to argue on behalf of MTDC that TruScan 360 violated BIPA, that position could be used to undermine the firm's advocacy on behalf of Pinnacle in the Veritas litigation, where the firm champions TruScan 360's legitimacy and value. Conversely, the firm's obligation to advance Pinnacle's interests in the Veritas litigation would constrain the vigor with which the firm could attack TruScan 360's biometric-data practices on behalf of MTDC. In either direction, the dual representation would compromise the quality and zealousness of the firm's advocacy.

Preliminary Assessment: A material limitation exists under Illinois Rule of Professional Conduct 1.7(a)(2). The significant risk that representation of MTDC would be materially limited by the firm's responsibilities to Pinnacle — and vice versa — is clear and well-supported by the factual record.

C. Conflict Severity Rating

Based on the analysis set forth in Sections IV.A and IV.B above, the Office of Conflicts & New Business assigns the following conflict severity rating:

RATING: CRITICAL — ESCALATION REQUIRED

Under the firm's Conflicts Clearance Policy (Firm Policy No. GC-2019-004, as amended), a "Critical" severity rating is assigned where the identified conflict involves direct adversity to a current client, where the conflict implicates the potential for misuse of confidential client information, or where the conflict involves fundamentally irreconcilable legal positions across concurrent representations. All three of these criteria are present here.

A conflict assigned a "Critical" severity rating cannot be resolved or cleared at the Director level and must be referred to the Conflicts Committee for a formal waivability determination under Illinois Rule of Professional Conduct 1.7(b). The Conflicts Committee must determine (1) whether the conflict is waivable at all — that is, whether the firm reasonably believes it can provide competent and diligent representation to each affected client notwithstanding the conflict; and (2) if so, whether informed consent, confirmed in writing, can be obtained from both Pinnacle and MTDC. Until the Conflicts Committee issues its determination, the proposed engagement may not proceed.

V. FINANCIAL CONTEXT

The following financial information is provided to the Conflicts Committee for contextual awareness in connection with its review of this matter. Financial considerations do not govern the conflict determination and are provided solely to assist the Committee in understanding the business context of the proposed engagement and the existing representation.

The proposed MTDC engagement, if accepted, would represent a significant new-business opportunity with estimated fees in the range of $3.5 million to $5.2 million. MTDC's annual outside-counsel budget of approximately $14.8 million suggests the potential for an ongoing client relationship beyond the immediate engagement. The existing Pinnacle relationship generated $2,137,500 in actual billings in FY 2023 and involves a client with annual revenues of approximately $485 million, suggesting the potential for continued and expanded engagements.

The Committee should be aware that both the prospective and existing client relationships represent substantial revenue opportunities for the firm, and that the resolution of the identified conflict may require the firm to decline one engagement or the other. The financial information presented here is intended to inform that analysis, but the Committee's determination must be based on the firm's ethical obligations and professional-responsibility requirements, not on financial considerations.

VI. RECOMMENDATIONS AND NEXT STEPS

Based on the findings and analysis set forth in this report, the Office of Conflicts & New Business makes the following recommendations:

1. Immediate Escalation. This report should be forwarded immediately to Lawrence Keating, Senior Partner and Chair of the Conflicts Committee, and to Helen Drazkowski, General Counsel, for formal Conflicts Committee review. Given the severity of the identified conflict and the time-sensitive nature of the proposed engagement — particularly in light of the pending CID response deadline and active class-action litigation — the Office of Conflicts & New Business respectfully requests that the Committee schedule an expedited review session at the earliest practicable date.

2. Notification to Pinnacle Engagement Partner. Jonathan Mercer, the responsible partner for the existing Pinnacle engagement (Matter No. 1031-00001), should be notified of the potential conflict and consulted regarding the scope and sensitivity of the existing Pinnacle representation and the categories of confidential information in the firm's possession. Mr. Mercer's input will be essential to the Conflicts Committee's waivability analysis, particularly with respect to the question of whether the firm could competently represent MTDC without using or disclosing Pinnacle's confidential information. The notification to Mr. Mercer should be made by the General Counsel or her designee, with appropriate care to avoid premature disclosure of the identity of the prospective client or the details of the proposed engagement beyond what is necessary for Mr. Mercer to provide his assessment.

3. Hold on Engagement Activities. No further substantive communications with MTDC, its General Counsel (Terrence Whitfield), its referring counsel (Constance Hargrove of Hargrove, Tillman & Reese LLP), or any other representative of MTDC should proceed until the Conflicts Committee issues a determination. No work on the proposed engagement — including review of the CID, the class-action complaint, the MSLA, or any other documents — should be commenced. The requesting attorney, Rachel Bernstein, should be informed of the hold and instructed to communicate to MTDC that the firm's conflicts-clearance process is ongoing and that the firm is not yet in a position to confirm acceptance of the engagement.

4. Supplemental Search. A Round 2 expanded-parties search is recommended to cover the following additional parties and individuals not included in the Round 1 search:

(a) Pinnacle Workforce Analytics, Inc. — corporate affiliates, subsidiaries, parent entities, and related entities, to the extent identifiable from public records and the firm's internal databases;

(b) Pinnacle's known subcontractors and technology partners involved in the development, deployment, or maintenance of TruScan 360;

(d) Veritas Biometrics Corp. and its principals, to confirm no overlap with the MTDC matter; and

(e) Any additional parties identified through review of the CID, the class-action complaint, or other engagement documents, once the Conflicts Committee authorizes limited review for conflicts-clearance purposes.

The Round 2 search will be commenced upon authorization from the Conflicts Committee or the General Counsel.

5. Waivability Analysis. The General Counsel's office should prepare a formal analysis under Illinois Rule of Professional Conduct 1.7(b) assessing whether the conflict is waivable by informed consent, confirmed in writing, from both Pinnacle and MTDC. The waivability analysis should address, at a minimum:

(a) Whether the firm reasonably believes that it can provide competent and diligent representation to MTDC notwithstanding the concurrent representation of Pinnacle, given the direct adversity, the irreconcilable legal positions, and the confidential-information overlap;

(b) Whether the firm reasonably believes that it can provide competent and diligent representation to Pinnacle notwithstanding the concurrent representation of MTDC, given the same factors;

(c) Whether the proposed representation of MTDC involves the assertion of a claim by one client against another client represented by the firm in the same litigation or related proceedings — a circumstance that may render the conflict non-waivable under Illinois Rule 1.7(b)(3);

(d) Whether effective ethical screens or information barriers could mitigate the risk of misuse of Pinnacle's confidential information, and if so, whether such screens would be sufficient to satisfy the "reasonable belief" standard under Rule 1.7(b)(1); and

(e) The practical likelihood that both Pinnacle and MTDC would consent to the dual representation, taking into account the nature of the adversity and the strategic implications for each client.

VII. CERTIFICATIONS

The undersigned hereby certifies as follows:

1. The conflicts search described in this report was conducted in accordance with Calderwood & Harkness's Conflicts Clearance Policy, Firm Policy No. GC-2019-004, as amended and currently in effect.

2. All firm databases and information systems identified in Section II.E of this report were searched as of the date of the search execution (May 9, 2024), using the search parameters, party identifications, and search methodologies described in Section II. The search results set forth in Section III are complete and accurate as of the date of this report.

3. This report reflects the results of the Round 1 search only. A supplemental Round 2 expanded-parties search, as recommended in Section VI.4 of this report, is pending and has not yet been conducted. The results of this report may be supplemented or amended upon completion of the Round 2 search.

4. This report does not constitute a legal opinion or a final determination regarding the existence, waivability, or resolution of any conflict of interest. The preliminary assessments set forth in Section IV are provided for the information of the Conflicts Committee and the General Counsel and are subject to the Committee's independent review and determination.

VIII. DISTRIBUTION

This report is classified as PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT and is intended solely for the individuals listed below. This report should not be copied, forwarded, or distributed to any person not on this list without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.

Confidential Distribution List:

IX. SIGNATURE

CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business

Prepared by:

________________________________________

Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Telephone: (312) 555-7100

Email: cfarrow@calderwoodharkness.com

Date: May 10, 2024

APPENDICES

The following appendices are referenced in this report and are attached separately under the same classification and distribution restrictions:

Appendix A: Complete search-term list and alias variations used in the Round 1 conflicts search, including all entity-name variations, individual-name variations, phonetic search parameters, EIN cross-references, and address-based search terms.

Appendix B: Pinnacle Workforce Analytics, Inc. — existing matter summary extract from the firm's Client/Matter Database for Matter No. 1031-00001, including matter description, staffing history, billing summary, and client-contact information.

Appendix C: Proposed Matter No. 1031-00001 — New-Matter Intake Request Form (C&H Form NM-1), as submitted by Rachel Bernstein, Partner, Privacy & Data Security, on May 9, 2024, including the proposed engagement scope, estimated fees, proposed engagement team, and prospective client and adverse-party information.

Appendix D: Party relationship diagram depicting the relationships among Metropolitan Transit Development Corp., Pinnacle Workforce Analytics, Inc., the Office of the Illinois Attorney General, the putative employee class, Veritas Biometrics Corp., and other related parties identified in this report.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Office of Conflicts & New Business Conflicts Search Report — Round 1 — Proposed Matter No. 1031-00001 Report Date: May 10, 2024

Field	Detail
Prepared by:	Office of Conflicts & New Business, Calderwood & Harkness LLP
Director, Conflicts & New Business:	Colleen Farrow
Report Date:	May 10, 2024
Requesting Attorney:	Rachel Bernstein, Partner, Privacy & Data Security
Proposed New Matter No.:	1031-00001
Date of Search Request:	May 9, 2024
Date Search Executed:	May 9, 2024
Date Report Issued:	May 10, 2024
Classification:	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Name	Role	Practice Group	Office
Rachel Bernstein	Proposed Responsible Partner	Privacy & Data Security	Chicago
Miriam Calloway	Proposed Billing Partner	Healthcare & Life Sciences	Chicago
Devon Archer	Proposed Lead Associate	Labor & Employment	Chicago
Nadia Petrov	Proposed Working Associate	Labor & Employment	Chicago
Field	Detail
Full Legal Name:	Metropolitan Transit Development Corp.
Short Name / Aliases Searched:	MTDC; Metro Transit; Metropolitan Transit
Entity Type:	Unit of local government; special-purpose transit authority
Jurisdiction of Organization:	Illinois (established under the Illinois Local Mass Transit District Act, 70 ILCS 3610/1 et seq.)
Headquarters:	550 West Harrison Street, Suite 1400, Chicago, IL 60607
EIN:	36-6041928
Field	Detail
Full Legal Name:	Pinnacle Workforce Analytics, Inc.
Entity Type:	Corporation

Jurisdiction of Incorporation:	Delaware
Headquarters:	11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191
EIN:	54-2198437
Role in Proposed Engagement:	MTDC's former/current workforce-surveillance technology vendor; anticipated cross-claim and indemnification target; named as responsible party in AG CID (Ref. CRB-2024-0417)
#	Party / Individual Searched	Hit?	Match Details	Matter No.	Status	Severity
1	Pinnacle Workforce Analytics, Inc.	YES	Existing client	1031-00001	Active	Critical
2	Metropolitan Transit Development Corp.	No	No prior representations found	—	—	—
3	Terrence Whitfield	No	No matches	—	—	—
4	Lucia Marchetti	No	No matches	—	—	—
5	Darnell Okafor	No	No matches	—	—	—
6	Gregory Harmon	No	No hit beyond Pinnacle match	—	—	—
7	Sandra Yee	No	No hit beyond Pinnacle match	—	—	—
8	Office of the Illinois Attorney General	No	No current or prior adverse representations	—	—	—
9	Malcolm Jeffries	No	No matches	—	—	—
10	Ridgeway & Falk LLP	No	No matches	—	—	—
11	Diane Falk	No	No matches	—	—	—
12	Kessler, Brandt & O'Neill LLP	No	No matches	—	—	—
13	Martin Kessler	No	No matches	—	—	—
14	Yolanda Brandt	No	No matches	—	—	—
15	Hargrove, Tillman & Reese LLP	No	No matches (co-counsel / referral source, not adverse)	—	—	—
16	Constance Hargrove	No	No matches	—	—	—
17	Meridian Trust National Bank	No	No matches	—	—	—
18	Angela Tran	No	No matches	—	—	—
19	Lakefront Actuarial Advisors, LLC	No	No matches	—	—	—
20	Felix Drummond	No	No matches	—	—	—

Field	Detail
Matter No.:	1031-00001
Client:	Pinnacle Workforce Analytics, Inc.
Matter Description:	Patent-enforcement and licensing litigation concerning Pinnacle's flagship biometric workforce-management platform, "TruScan 360," an AI-powered timekeeping and scheduling platform utilizing fingerprint, facial-geometry, and iris-scan biometric data
Court / Forum:	U.S. District Court, Eastern District of Virginia
Case Caption:	Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp.
Case No.:	1:22-cv-01533
Date Opened at C&H:	March 14, 2022
Date Filed:	September 6, 2022
Matter Status:	Active — ongoing patent-infringement claims brought by Pinnacle against Veritas Biometrics Corp.
Responsible Partner:	Jonathan Mercer, Partner, intellectual Property / Patent Litigation
Billing Partner:	Jonathan Mercer
Lead Associate:	Priya Subramaniam, Associate, intellectual Property
FY 2023 Billings (Actual):	$2,137,500
Client Contact:	Sandra Yee, General Counsel, Pinnacle Workforce Analytics, Inc.
Financial Metric	Detail
Proposed MTDC Engagement — Estimated Fees:	$3,500,000 to $5,200,000 over 18–24 months
Proposed MTDC Hourly Rates:	Partner (Rachel Bernstein): $1,150/hr; Senior Associate (Devon Archer): $785/hr; Junior Associate (Nadia Petrov): $625/hr
MTDC Annual Outside-Counsel Budget:	Approximately $14,800,000 (per Terrence Whitfield, General Counsel)
MTDC Annual Operating Budget:	Approximately $3,200,000,000
MTDC BIPA Statutory Damages Exposure:	$12,400,000 (negligent; 12,400 class members × $1,000 per violation under BIPA § 20(a)) to $62,000,000 (intentional or reckless; 12,400 class members × $5,000 per violation under BIPA § 20(b)), as estimated by MTDC's consulting actuary, Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA)
Existing Pinnacle Billings (FY 2023 Actual):	$2,137,500
Pinnacle Annual Revenue:	Approximately $485,000,000
Recipient	Role	Basis for Distribution
Rachel Bernstein	Partner, Privacy & Data Security	Requesting attorney

Lawrence Keating	Senior Partner; Chair, Conflicts Committee	Conflicts Committee review
Helen Drazkowski	General Counsel	Conflicts Committee review; waivability analysis
Jonathan Mercer	Partner, intellectual Property / Patent Litigation	Pinnacle engagement partner; notification per Section VI.2
Colleen Farrow	Director, Conflicts & New Business	Preparer; office file copy

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document is prepared by the Office of Conflicts & New Business of Calderwood & Harkness LLP and is protected by the attorney work-product doctrine and the attorney-client privilege. This report is intended solely for the individuals identified on the Confidential Distribution List set forth in Section VIII. Do not copy, forward, or distribute this document without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.
CONFLICTS SEARCH REPORT — ROUND 1
CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business
CONFLICTS SEARCH REPORT — ROUND 1 Proposed Matter No. 1031-00001
I. EXECUTIVE SUMMARY
A comprehensive Round 1 conflicts search was performed on May 9, 2024, in connection with the proposed new engagement of Metropolitan Transit Development Corp. ("MTDC") under proposed Matter No. 1031-00001. The proposed engagement, if accepted, would involve the defense of a Civil Investigative Demand issued by the Illinois Attorney General's Bureau of Civil Rights, the defense of a putative employee class action filed in the Circuit Court of Cook County, and related advisory and remediation work concerning biometric-data practices and workforce-monitoring policies. The search was requested by Rachel Bernstein, Partner, Privacy & Data Security, and was conducted in accordance with Calderwood & Harkness's Conflicts Clearance Policy (Firm Policy No. GC-2019-004, as amended).
Critical Finding. The search identified a significant and potentially disqualifying conflict of interest. Calderwood & Harkness currently represents Pinnacle Workforce Analytics, Inc. ("Pinnacle") under active Matter No. 1031-00001. The responsible partner for the Pinnacle engagement is Jonathan Mercer of the firm's intellectual Property / Patent Litigation practice. Pinnacle is a current, active, and fee-paying client of the firm. Pinnacle is also identified as an anticipated adverse party in the proposed MTDC engagement — specifically, Pinnacle is named as a "responsible party" in the Attorney General's Civil Investigative Demand, and MTDC has indicated that it intends to pursue cross-claims and indemnification demands against Pinnacle. The proposed MTDC engagement would require the firm to advance legal positions regarding the unlawfulness of the very technology platform — Pinnacle's TruScan 360 biometric workforce-management system — that the firm is actively defending and promoting in the existing Pinnacle matter.
This conflict implicates potential direct adversity under Illinois Rule of Professional Conduct 1.7(a)(1) and a material limitation on the firm's ability to represent either client competently and diligently under Illinois Rule of Professional Conduct 1.7(a)(2). The preliminary assessment of the Office of Conflicts & New Business is that this conflict is of Critical severity and cannot be resolved at the Director level.
Recommendation. This report should be escalated immediately to the Conflicts Committee, chaired by Lawrence Keating, Senior Partner, and to Helen Drazkowski, General Counsel, for a formal waivability determination under Illinois Rule 1.7(b). No further substantive communications with MTDC or work on the proposed engagement should proceed until the Conflicts Committee issues its determination. A supplemental Round 2 expanded-parties search is also recommended to ensure no additional conflicts exist beyond the critical Pinnacle issue identified in this report.
II. SEARCH PARAMETERS
A. Requesting Attorney and Proposed Engagement Team
The following attorneys have been identified on the New-Matter Intake Request Form (C&H Form NM-1) as the proposed engagement team for Matter No. 1031-00001:
All four members of the proposed engagement team were checked against the Pinnacle matter team to confirm that no individual attorney would be simultaneously staffed on both the existing Pinnacle representation and the proposed MTDC representation. None of the proposed engagement team members are currently assigned to any Pinnacle matter, nor have they worked on any prior Pinnacle matter at the firm. However, as discussed further in Sections III and IV below, the institutional nature of the identified conflict renders the absence of individual attorney overlap immaterial to the conflict analysis.
B. Prospective Client Information
The following information was provided by the requesting attorney and verified against public records:
The following key individuals associated with MTDC were searched as part of this Round 1 review:
•  Terrence Whitfield, General Counsel, Metropolitan Transit Development Corp.
•  Lucia Marchetti, Chief Information Security Officer, Metropolitan Transit Development Corp.
•  Darnell Okafor, Executive Director, Metropolitan Transit Development Corp.
These individuals were identified as the primary client contacts for the proposed engagement. Each name was searched independently using exact-match, phonetic-variation, and alias-variation methodologies as described in Section II.F below.
C. Proposed Engagement Scope
Based on the information provided by Rachel Bernstein in the New-Matter Intake Request Form (C&H Form NM-1), submitted May 9, 2024, and supplemented by telephonic intake interview conducted the same date, the proposed engagement encompasses the following work:
1.  Defense of Civil Investigative Demand. Defense of a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights, Reference No. CRB-2024-0417, dated April 22, 2024. The CID alleges violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTDC's collection, storage, use, and dissemination of biometric data of its employees through a third-party workforce-management platform. The CID demands production of extensive documentation regarding MTDC's biometric-data practices, vendor contracts, employee consent procedures, data-retention policies, and related records.
2.  Defense of Putative Employee Class Action. Defense of a putative employee class action filed in the Circuit Court of Cook County, Chancery Division, Case No. 2024-CH-04417, filed April 29, 2024. The class action alleges BIPA violations and related state-law privacy and employment claims on behalf of a putative class of approximately 12,400 current and former MTDC employees. The complaint asserts that MTDC collected, captured, and stored biometric identifiers — including fingerprints and facial-geometry scans — without first obtaining informed written consent as required by BIPA Section 15(b), and that MTDC failed to establish and make publicly available a written data-retention and destruction policy as required by BIPA Section 15(a).
3.  Advice on Remediation of Biometric-Data Practices. Counseling MTDC on the remediation of its biometric-data collection, storage, use, and destruction practices to achieve compliance with BIPA, PIPA, and other applicable data-privacy statutes and regulations.
4.  Potential Cross-Claims and Indemnification Proceedings. Potential assertion of cross-claims and indemnification demands against technology vendors, including specifically Pinnacle Workforce Analytics, Inc., under the terms of the Master Software License and Services Agreement ("MSLA") executed June 15, 2021, between Pinnacle and MTDC, and under common-law theories of contribution and indemnification.
5.  Related Employment Counseling. General employment counseling concerning workforce-monitoring policies, employee notice and consent procedures, and related human-resources compliance matters.
The requesting attorney has confirmed that the proposed engagement is expected to be active for a minimum of eighteen (18) to twenty-four (24) months, and that the estimated fees for the engagement are between $3.5 million and $5.2 million over that period. The engagement is being referred to Calderwood & Harkness by Constance Hargrove, a partner at Hargrove, Tillman & Reese LLP, which serves as MTDC's existing outside litigation counsel.
D. Adverse and Related Parties Searched
The following parties were identified by the requesting attorney as adverse, potentially adverse, or otherwise related to the proposed MTDC engagement, and were included in the Round 1 conflicts search:
1. Pinnacle Workforce Analytics, Inc.
Key individuals searched in connection with Pinnacle:
•  Gregory Harmon, Chief Executive Officer
•  Sandra Yee, General Counsel
2. Office of the Illinois Attorney General — Bureau of Civil Rights
The Office of the Illinois Attorney General is the governmental body that issued the CID and is the anticipated plaintiff in any subsequent enforcement action. The following individual was searched:
•  Malcolm Jeffries, Deputy Attorney General for Civil Rights
3. Ridgeway & Falk LLP
Ridgeway & Falk LLP has been retained by the Office of the Attorney General as outside special counsel in connection with the CID and anticipated enforcement proceedings. The firm's address is 401 East Adams Street, Suite 300, Springfield, IL 62701. The following individual was searched:
•  Diane Falk, Partner
4. Kessler, Brandt & O'Neill LLP
Kessler, Brandt & O'Neill LLP serves as plaintiffs' class counsel in the putative employee class action, Case No. 2024-CH-04417. The firm's address is 120 North LaSalle Street, Suite 2200, Chicago, IL 60602. The following individuals were searched:
•  Martin Kessler, Partner (lead class counsel)
•  Yolanda Brandt, Partner (co-class counsel)
5. Hargrove, Tillman & Reese LLP
Hargrove, Tillman & Reese LLP is MTDC's existing outside litigation counsel and is the referral source for the proposed engagement. The firm's address is 233 South Wacker Drive, Suite 5600, Chicago, IL 60606. This party was searched not as an adverse party but as a related party to identify any prior or current representations that might give rise to a conflict or duty of disclosure. The following individual was searched:
•  Constance Hargrove, Partner (lead, MTDC account) — referring attorney
6. Meridian Trust National Bank
Meridian Trust National Bank serves as MTDC's fiscal agent and bond trustee. The bank's address is 135 South LaSalle Street, Chicago, IL 60603. This party was searched as a related party due to its fiduciary relationship with MTDC and the potential that a significant BIPA liability could implicate MTDC's financial obligations and bondholder interests. The following individual was searched:
•  Angela Tran, Chief Fiduciary Officer
7. Lakefront Actuarial Advisors, LLC
Lakefront Actuarial Advisors, LLC is MTDC's consulting actuary and has prepared the statutory-damages exposure estimate relevant to the proposed engagement. The firm's address is 200 East Randolph Street, Suite 1710, Chicago, IL 60601. The following individual was searched:
•  Felix Drummond, Principal, FSA, MAAA
E. Databases and Systems Searched
The following databases and information systems were searched as part of this Round 1 conflicts review:
1.  Calderwood & Harkness Conflicts Database (IntakeIQ platform) — The firm's primary conflicts-clearance system, which contains records of all current and former clients, adverse parties, related parties, and engagement-specific information for all matters opened since 1997, as well as legacy data migrated from prior systems.
2.  Firm Client/Matter Database (all active, closed, and pending matters) — A comprehensive database maintained by the firm's Finance and Administrative Services departments, containing records of all matters (active, closed, and pending) across all firm offices, including matter descriptions, responsible and billing partner assignments, staffing records, and client-contact information.
3.  Lateral Hire Disclosure Records — Records maintained by the Office of Conflicts & New Business reflecting the conflicts-disclosure submissions of all laterally hired attorneys, including prior firm client lists, adverse-party lists, and matters in which the lateral attorney participated, as required by Firm Policy No. GC-2019-004, Section 7.
4.  General Counsel's Ethics Clearance Files — Records of all prior ethics-clearance determinations, conflict waivers, ethical screens, and related correspondence maintained by the Office of the General Counsel.
5.  New York and Chicago Office Local-Party Indices — Supplemental indices maintained by the New York and Chicago offices containing localized party and matter information, including information on local counsel relationships, co-counsel arrangements, and local adverse parties.
6.  Public Records Cross-Reference (Secretary of State Filings, Corporate Affiliates) — Searches of the Illinois Secretary of State's business-entity database, the Delaware Division of Corporations database, and the Virginia State Corporation Commission's Clerk's Information System, used to verify entity names, confirm affiliations, and identify corporate parents, subsidiaries, and affiliates of the principal parties.
F. Search Methodology
The following search methodologies were employed for all parties and individuals identified in Sections II.B through II.D:
1.  Entity Name Searches. Each entity name was searched using exact-match, phonetic-match (Soundex algorithm), and alias-variation methodologies. Alias variations included formal and informal abbreviations, trade names, and commonly used short names. A complete list of all search terms and alias variations used is set forth in Appendix A, which is attached separately.
2.  Individual Name Searches. Each individual's name was searched using exact-match and phonetic-variation methodologies, including searches for common misspellings, alternative transliterations, and hyphenated or compound-name variations.
3.  EIN Cross-Reference. Where available, Employer Identification Numbers (EINs) were used to cross-reference entity-name search results and to identify additional entity names, "doing business as" names, or predecessor entity names associated with the same EIN.
4.  Address-Based Cross-Reference. The principal business addresses of all entity parties were searched to identify any additional entities or individuals associated with the same address that might indicate an undisclosed affiliation or relationship.
5.  Corporate Family / Affiliate Tree Searches. For Pinnacle Workforce Analytics, Inc. and Metropolitan Transit Development Corp., expanded corporate-family and affiliate-tree searches were conducted using public-records databases and the firm's own client/matter records to identify parent entities, subsidiaries, divisions, and affiliated entities. Pinnacle's corporate family was searched to the extent identifiable from public records; MTDC's governmental affiliations were searched to include any related transit authorities, special districts, or governmental units sharing overlapping governance or operations.
III. SEARCH RESULTS
A. Summary of Hits
The following table summarizes the results of the Round 1 conflicts search for all parties and individuals identified in Section II:
Of the twenty (20) parties and individuals searched, only one (1) returned a positive hit: Pinnacle Workforce Analytics, Inc., which matched as an existing, active client of the firm. No other matches were identified. No prior representations of MTDC by the firm were found. No current or prior representations adverse to the Office of the Illinois Attorney General were identified. The co-counsel / referral firm, Hargrove, Tillman & Reese LLP, did not appear in the firm's databases in any capacity — as client, adverse party, co-counsel, or otherwise.
The details of the critical Pinnacle hit are set forth in Section III.B below.
B. Detailed Analysis of Critical Hit: Pinnacle Workforce Analytics, Inc.
1. Existing Matter Information.  The following information regarding the firm's existing representation of Pinnacle was extracted from the firm's Client/Matter Database and confirmed by review of the General Counsel's Ethics Clearance Files. A complete matter summary extract is attached separately as Appendix B.
The opposing party in the existing Pinnacle matter is Veritas Biometrics Corp., a Delaware corporation with its principal offices at 8200 Greensboro Drive, Suite 1100, McLean, VA 22102. Veritas's Chief Executive Officer is Randall Cho, and its outside counsel is Whitmore & Sato LLP, Norfolk, Virginia (lead partner: Akira Sato). Veritas Biometrics Corp. was not identified as a party or related party in the proposed MTDC engagement; however, the underlying technology at issue in the Veritas litigation — TruScan 360 — is the same platform at issue in the MTDC matters.
2. Nature of the Existing Representation.  Calderwood & Harkness has maintained a client relationship with Pinnacle Workforce Analytics, Inc. since 2019. The firm's initial engagement involved patent-licensing advisory work related to Pinnacle's portfolio of biometric-recognition technology patents. That initial engagement was followed by the current active matter (No. 1031-00001), in which the firm represents Pinnacle as plaintiff in patent-infringement litigation against Veritas Biometrics Corp. in the Eastern District of Virginia.
The active matter specifically involves patent-infringement claims that Pinnacle brought against Veritas relating to TruScan 360's core biometric-recognition algorithms. The case is currently in the discovery phase, with a Markman hearing scheduled for July 2024 and trial projected for early 2025. The matter is a significant engagement for the firm, with actual FY 2023 billings of $2,137,500.
The nature of the Pinnacle representation is of particular relevance to the conflict analysis because it involves the legitimacy, innovation, and commercial value of TruScan 360's biometric-data collection and processing capabilities. In the Veritas litigation, the firm's position on behalf of Pinnacle is that TruScan 360 represents a novel, innovative, and commercially valuable technology platform, and that Pinnacle's patents covering the platform's biometric-recognition algorithms are valid, enforceable, and infringed by Veritas's competing product. The representation necessarily involves the firm advocating for the quality, reliability, and propriety of TruScan 360's design and functionality.
Of critical importance, the firm is currently in possession of substantial Pinnacle confidential information regarding TruScan 360's technical architecture. Without disclosing the substance of any such information in this report, the categories of confidential information in the firm's possession include:
•  Source-code architecture summaries and related technical documentation;
•  Data-flow diagrams depicting TruScan 360's biometric-data collection, processing, storage, and transmission pathways;
•  Biometric-data retention policies and data-lifecycle documentation;
•  Algorithm design documents describing the operation of TruScan 360's fingerprint, facial-geometry, and iris-scan recognition modules; and
•  Internal Pinnacle communications regarding TruScan 360's development, testing, and deployment practices.
These categories of confidential information are directly relevant to the legal and factual issues that would arise in the proposed MTDC engagement, as described in Section III.B.3 below.
3. Connection Between Existing Matter and Proposed Engagement.  The factual and legal connections between the existing Pinnacle representation (Matter No. 1031-00001) and the proposed MTDC engagement (proposed Matter No. 1031-00001) are direct, substantial, and pervasive. The key points of connection are as follows:
Same Technology Platform. The proposed MTDC engagement arises from MTDC's deployment of the same TruScan 360 platform that is at the center of the existing Pinnacle litigation. MTDC deployed TruScan 360 pursuant to a Master Software License and Services Agreement ("MSLA") executed June 15, 2021, between Pinnacle and MTDC. The MSLA has a total contract value of $8,700,000 over a five-year initial term (June 15, 2021 through June 14, 2026), with an optional three-year renewal. The CID and the class action both allege that MTDC's use of TruScan 360 to collect biometric data from its employees violated BIPA and related Illinois privacy statutes.
Pinnacle Named in CID. The Attorney General's CID (Ref. CRB-2024-0417) names Pinnacle as a "responsible party" alongside MTDC. According to information provided by the requesting attorney, the AG has indicated through counsel at Ridgeway & Falk LLP that the Bureau of Civil Rights may name Pinnacle as a co-respondent in the anticipated enforcement action. Pinnacle's role as a named responsible party in the CID underscores the degree of direct adversity that would exist between the firm's two clients if the proposed engagement were accepted.
Anticipated Cross-Claims and Indemnification. The proposed engagement scope, as described in the New-Matter Intake Request Form, explicitly contemplates the potential assertion of cross-claims and indemnification demands by MTDC against Pinnacle under the MSLA. The requesting attorney has confirmed that MTDC's General Counsel, Terrence Whitfield, has identified the pursuit of contractual indemnification from Pinnacle as a "central strategic priority" of the proposed engagement. This means that the firm would be expected, on behalf of MTDC, to pursue affirmative claims against its existing client, Pinnacle.
Irreconcilable Legal Positions. The proposed MTDC engagement would require Calderwood & Harkness to argue that TruScan 360's design and deployment violated BIPA — that is, that the platform's biometric-data collection, storage, and dissemination practices were unlawful, inadequately disclosed, and conducted without proper consent. This position is fundamentally and irreconcilably inconsistent with the position the firm advances on behalf of Pinnacle in the existing Veritas litigation, which depends on establishing the legitimacy, innovation, and commercial value of TruScan 360's biometric capabilities. Put simply, the firm cannot simultaneously champion TruScan 360 as a legitimate and innovative technology (for Pinnacle) and attack it as an unlawful surveillance tool (for MTDC).
Confidential Information Overlap. The categories of Pinnacle confidential information in the firm's possession — including source-code architecture summaries, data-flow diagrams, biometric-data retention policies, and algorithm design documents — are directly relevant to the factual and legal issues in the proposed MTDC engagement. In the MTDC matters, the adequacy of TruScan 360's consent mechanisms, data-retention practices, and data-dissemination controls would be central contested issues. The firm's possession of Pinnacle's confidential technical information regarding these very topics creates a substantial risk of inadvertent or improper use of confidential information to the detriment of Pinnacle.
IV. CONFLICT CLASSIFICATION AND PRELIMINARY ASSESSMENT
A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity
Illinois Rule of Professional Conduct 1.7(a)(1) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists where "the representation of one client will be directly adverse to another client." The analysis under this provision is as follows:
Pinnacle is a current client of the firm. Pinnacle Workforce Analytics, Inc. has been a client of Calderwood & Harkness since 2019 and is currently represented by the firm in active litigation (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., Case No. 1:22-cv-01533, E.D. Va.). There is no question that Pinnacle holds the status of a current client for purposes of the concurrent-conflict analysis. The attorney-client relationship with Pinnacle has not been terminated, the active matter has not been concluded, and Pinnacle continues to pay fees for ongoing legal services.
The proposed MTDC representation would be directly adverse to Pinnacle. Direct adversity would exist because:
(a) Pinnacle is identified as a "responsible party" in the Attorney General's CID (Ref. CRB-2024-0417), which is one of the two proceedings in which the firm would be defending MTDC. The CID investigation targets both MTDC's and Pinnacle's roles in the alleged BIPA violations.
(b) MTDC anticipates asserting cross-claims and indemnification demands against Pinnacle in connection with the class action and potentially the AG enforcement proceedings. The firm would be called upon, on behalf of MTDC, to pursue affirmative claims directly against Pinnacle — seeking to shift liability from MTDC to Pinnacle under the MSLA and under common-law theories of contribution and indemnification.
(c) The legal positions the firm would advance on behalf of MTDC directly attack the same technology platform — TruScan 360 — that the firm defends and promotes on behalf of Pinnacle. The firm would be arguing that TruScan 360 was designed, marketed, and deployed in a manner that violated Illinois biometric-privacy law, while simultaneously arguing in the Veritas litigation that TruScan 360 represents a legitimate, innovative, and commercially valuable technology platform.
Preliminary Assessment: Direct adversity exists under Illinois Rule of Professional Conduct 1.7(a)(1). The proposed MTDC representation would place the firm in a position of direct adversity to its existing client, Pinnacle, both in terms of the parties' opposing interests in the underlying proceedings and in terms of the fundamentally inconsistent legal positions the firm would be required to advance.
B. Illinois Rule of Professional Conduct 1.7(a)(2) — Material Limitation
Illinois Rule of Professional Conduct 1.7(a)(2) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists where "there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer." The analysis under this provision is as follows:
The firm's responsibilities to Pinnacle would materially limit the proposed MTDC representation. There is a significant risk that the firm's ability to represent MTDC competently and diligently would be materially limited by the firm's concurrent responsibilities to Pinnacle. This risk arises from two independent but reinforcing sources:
First, the firm possesses Pinnacle's confidential technical information relating to TruScan 360 that is directly relevant to the BIPA claims at issue in the proposed MTDC matter. The firm's duty to preserve and protect Pinnacle's confidential information would constrain the firm's ability to pursue MTDC's interests aggressively — for example, by formulating litigation strategy based on known weaknesses in TruScan 360's consent mechanisms or data-retention practices, or by advising MTDC on the strengths of its indemnification claims based on knowledge of Pinnacle's internal design decisions. The risk of inadvertent or improper disclosure or use of Pinnacle's confidential information in the course of the MTDC representation is substantial and cannot be adequately mitigated by an ethical screen or similar procedural safeguard given the nature and scope of the overlapping subject matter.
Second, the irreconcilable legal positions regarding the lawfulness of TruScan 360's biometric-data practices create a material limitation on the firm's ability to represent either client competently and diligently. If the firm were to argue on behalf of MTDC that TruScan 360 violated BIPA, that position could be used to undermine the firm's advocacy on behalf of Pinnacle in the Veritas litigation, where the firm champions TruScan 360's legitimacy and value. Conversely, the firm's obligation to advance Pinnacle's interests in the Veritas litigation would constrain the vigor with which the firm could attack TruScan 360's biometric-data practices on behalf of MTDC. In either direction, the dual representation would compromise the quality and zealousness of the firm's advocacy.
Preliminary Assessment: A material limitation exists under Illinois Rule of Professional Conduct 1.7(a)(2). The significant risk that representation of MTDC would be materially limited by the firm's responsibilities to Pinnacle — and vice versa — is clear and well-supported by the factual record.
C. Conflict Severity Rating
Based on the analysis set forth in Sections IV.A and IV.B above, the Office of Conflicts & New Business assigns the following conflict severity rating:
RATING: CRITICAL — ESCALATION REQUIRED
Under the firm's Conflicts Clearance Policy (Firm Policy No. GC-2019-004, as amended), a "Critical" severity rating is assigned where the identified conflict involves direct adversity to a current client, where the conflict implicates the potential for misuse of confidential client information, or where the conflict involves fundamentally irreconcilable legal positions across concurrent representations. All three of these criteria are present here.
A conflict assigned a "Critical" severity rating cannot be resolved or cleared at the Director level and must be referred to the Conflicts Committee for a formal waivability determination under Illinois Rule of Professional Conduct 1.7(b). The Conflicts Committee must determine (1) whether the conflict is waivable at all — that is, whether the firm reasonably believes it can provide competent and diligent representation to each affected client notwithstanding the conflict; and (2) if so, whether informed consent, confirmed in writing, can be obtained from both Pinnacle and MTDC. Until the Conflicts Committee issues its determination, the proposed engagement may not proceed.
V. FINANCIAL CONTEXT
The following financial information is provided to the Conflicts Committee for contextual awareness in connection with its review of this matter. Financial considerations do not govern the conflict determination and are provided solely to assist the Committee in understanding the business context of the proposed engagement and the existing representation.
The proposed MTDC engagement, if accepted, would represent a significant new-business opportunity with estimated fees in the range of $3.5 million to $5.2 million. MTDC's annual outside-counsel budget of approximately $14.8 million suggests the potential for an ongoing client relationship beyond the immediate engagement. The existing Pinnacle relationship generated $2,137,500 in actual billings in FY 2023 and involves a client with annual revenues of approximately $485 million, suggesting the potential for continued and expanded engagements.
The Committee should be aware that both the prospective and existing client relationships represent substantial revenue opportunities for the firm, and that the resolution of the identified conflict may require the firm to decline one engagement or the other. The financial information presented here is intended to inform that analysis, but the Committee's determination must be based on the firm's ethical obligations and professional-responsibility requirements, not on financial considerations.
VI. RECOMMENDATIONS AND NEXT STEPS
Based on the findings and analysis set forth in this report, the Office of Conflicts & New Business makes the following recommendations:
1. Immediate Escalation. This report should be forwarded immediately to Lawrence Keating, Senior Partner and Chair of the Conflicts Committee, and to Helen Drazkowski, General Counsel, for formal Conflicts Committee review. Given the severity of the identified conflict and the time-sensitive nature of the proposed engagement — particularly in light of the pending CID response deadline and active class-action litigation — the Office of Conflicts & New Business respectfully requests that the Committee schedule an expedited review session at the earliest practicable date.
2. Notification to Pinnacle Engagement Partner. Jonathan Mercer, the responsible partner for the existing Pinnacle engagement (Matter No. 1031-00001), should be notified of the potential conflict and consulted regarding the scope and sensitivity of the existing Pinnacle representation and the categories of confidential information in the firm's possession. Mr. Mercer's input will be essential to the Conflicts Committee's waivability analysis, particularly with respect to the question of whether the firm could competently represent MTDC without using or disclosing Pinnacle's confidential information. The notification to Mr. Mercer should be made by the General Counsel or her designee, with appropriate care to avoid premature disclosure of the identity of the prospective client or the details of the proposed engagement beyond what is necessary for Mr. Mercer to provide his assessment.
3. Hold on Engagement Activities. No further substantive communications with MTDC, its General Counsel (Terrence Whitfield), its referring counsel (Constance Hargrove of Hargrove, Tillman & Reese LLP), or any other representative of MTDC should proceed until the Conflicts Committee issues a determination. No work on the proposed engagement — including review of the CID, the class-action complaint, the MSLA, or any other documents — should be commenced. The requesting attorney, Rachel Bernstein, should be informed of the hold and instructed to communicate to MTDC that the firm's conflicts-clearance process is ongoing and that the firm is not yet in a position to confirm acceptance of the engagement.
4. Supplemental Search. A Round 2 expanded-parties search is recommended to cover the following additional parties and individuals not included in the Round 1 search:
(a) Pinnacle Workforce Analytics, Inc. — corporate affiliates, subsidiaries, parent entities, and related entities, to the extent identifiable from public records and the firm's internal databases;
(b) Pinnacle's known subcontractors and technology partners involved in the development, deployment, or maintenance of TruScan 360;
(c) MTDC board members, commissioners, and senior officers beyond those searched in Round 1;
(d) Veritas Biometrics Corp. and its principals, to confirm no overlap with the MTDC matter; and
(e) Any additional parties identified through review of the CID, the class-action complaint, or other engagement documents, once the Conflicts Committee authorizes limited review for conflicts-clearance purposes.
The Round 2 search will be commenced upon authorization from the Conflicts Committee or the General Counsel.
5. Waivability Analysis. The General Counsel's office should prepare a formal analysis under Illinois Rule of Professional Conduct 1.7(b) assessing whether the conflict is waivable by informed consent, confirmed in writing, from both Pinnacle and MTDC. The waivability analysis should address, at a minimum:
(a) Whether the firm reasonably believes that it can provide competent and diligent representation to MTDC notwithstanding the concurrent representation of Pinnacle, given the direct adversity, the irreconcilable legal positions, and the confidential-information overlap;
(b) Whether the firm reasonably believes that it can provide competent and diligent representation to Pinnacle notwithstanding the concurrent representation of MTDC, given the same factors;
(c) Whether the proposed representation of MTDC involves the assertion of a claim by one client against another client represented by the firm in the same litigation or related proceedings — a circumstance that may render the conflict non-waivable under Illinois Rule 1.7(b)(3);
(d) Whether effective ethical screens or information barriers could mitigate the risk of misuse of Pinnacle's confidential information, and if so, whether such screens would be sufficient to satisfy the "reasonable belief" standard under Rule 1.7(b)(1); and
(e) The practical likelihood that both Pinnacle and MTDC would consent to the dual representation, taking into account the nature of the adversity and the strategic implications for each client.
VII. CERTIFICATIONS
The undersigned hereby certifies as follows:
1.  The conflicts search described in this report was conducted in accordance with Calderwood & Harkness's Conflicts Clearance Policy, Firm Policy No. GC-2019-004, as amended and currently in effect.
2.  All firm databases and information systems identified in Section II.E of this report were searched as of the date of the search execution (May 9, 2024), using the search parameters, party identifications, and search methodologies described in Section II. The search results set forth in Section III are complete and accurate as of the date of this report.
3.  This report reflects the results of the Round 1 search only. A supplemental Round 2 expanded-parties search, as recommended in Section VI.4 of this report, is pending and has not yet been conducted. The results of this report may be supplemented or amended upon completion of the Round 2 search.
4.  This report does not constitute a legal opinion or a final determination regarding the existence, waivability, or resolution of any conflict of interest. The preliminary assessments set forth in Section IV are provided for the information of the Conflicts Committee and the General Counsel and are subject to the Committee's independent review and determination.
VIII. DISTRIBUTION
This report is classified as PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT and is intended solely for the individuals listed below. This report should not be copied, forwarded, or distributed to any person not on this list without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.
Confidential Distribution List:
IX. SIGNATURE
CALDERWOOD & HARKNESS LLP Office of Conflicts & New Business
Prepared by:
________________________________________
Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, IL 60606 Telephone: (312) 555-7100
Email: cfarrow@calderwoodharkness.com
Date: May 10, 2024
APPENDICES
The following appendices are referenced in this report and are attached separately under the same classification and distribution restrictions:
Appendix A: Complete search-term list and alias variations used in the Round 1 conflicts search, including all entity-name variations, individual-name variations, phonetic search parameters, EIN cross-references, and address-based search terms.
Appendix B: Pinnacle Workforce Analytics, Inc. — existing matter summary extract from the firm's Client/Matter Database for Matter No. 1031-00001, including matter description, staffing history, billing summary, and client-contact information.
Appendix C: Proposed Matter No. 1031-00001 — New-Matter Intake Request Form (C&H Form NM-1), as submitted by Rachel Bernstein, Partner, Privacy & Data Security, on May 9, 2024, including the proposed engagement scope, estimated fees, proposed engagement team, and prospective client and adverse-party information.
Appendix D: Party relationship diagram depicting the relationships among Metropolitan Transit Development Corp., Pinnacle Workforce Analytics, Inc., the Office of the Illinois Attorney General, the putative employee class, Veritas Biometrics Corp., and other related parties identified in this report.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Office of Conflicts & New Business Conflicts Search Report — Round 1 — Proposed Matter No. 1031-00001 Report Date: May 10, 2024
Field | Detail
Prepared by: | Office of Conflicts & New Business, Calderwood & Harkness LLP
Director, Conflicts & New Business: | Colleen Farrow
Report Date: | May 10, 2024
Requesting Attorney: | Rachel Bernstein, Partner, Privacy & Data Security
Proposed New Matter No.: | 1031-00001
Date of Search Request: | May 9, 2024
Date Search Executed: | May 9, 2024
Date Report Issued: | May 10, 2024
Classification: | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Name | Role | Practice Group | Office
Rachel Bernstein | Proposed Responsible Partner | Privacy & Data Security | Chicago
Miriam Calloway | Proposed Billing Partner | Healthcare & Life Sciences | Chicago
Devon Archer | Proposed Lead Associate | Labor & Employment | Chicago
Nadia Petrov | Proposed Working Associate | Labor & Employment | Chicago
Field | Detail
Full Legal Name: | Metropolitan Transit Development Corp.
Short Name / Aliases Searched: | MTDC; Metro Transit; Metropolitan Transit
Entity Type: | Unit of local government; special-purpose transit authority
Jurisdiction of Organization: | Illinois (established under the Illinois Local Mass Transit District Act, 70 ILCS 3610/1 et seq.)
Headquarters: | 550 West Harrison Street, Suite 1400, Chicago, IL 60607
EIN: | 36-6041928
Field | Detail
Full Legal Name: | Pinnacle Workforce Analytics, Inc.
Entity Type: | Corporation
Jurisdiction of Incorporation: | Delaware
Headquarters: | 11900 Sunrise Valley Drive, Suite 500, Reston, VA 20191
EIN: | 54-2198437
Role in Proposed Engagement: | MTDC's former/current workforce-surveillance technology vendor; anticipated cross-claim and indemnification target; named as responsible party in AG CID (Ref. CRB-2024-0417)
# | Party / Individual Searched | Hit? | Match Details | Matter No. | Status | Severity
1 | Pinnacle Workforce Analytics, Inc. | YES | Existing client | 1031-00001 | Active | Critical
2 | Metropolitan Transit Development Corp. | No | No prior representations found | — | — | —
3 | Terrence Whitfield | No | No matches | — | — | —
4 | Lucia Marchetti | No | No matches | — | — | —
5 | Darnell Okafor | No | No matches | — | — | —
6 | Gregory Harmon | No | No hit beyond Pinnacle match | — | — | —
7 | Sandra Yee | No | No hit beyond Pinnacle match | — | — | —
8 | Office of the Illinois Attorney General | No | No current or prior adverse representations | — | — | —
9 | Malcolm Jeffries | No | No matches | — | — | —
10 | Ridgeway & Falk LLP | No | No matches | — | — | —
11 | Diane Falk | No | No matches | — | — | —
12 | Kessler, Brandt & O'Neill LLP | No | No matches | — | — | —
13 | Martin Kessler | No | No matches | — | — | —
14 | Yolanda Brandt | No | No matches | — | — | —
15 | Hargrove, Tillman & Reese LLP | No | No matches (co-counsel / referral source, not adverse) | — | — | —
16 | Constance Hargrove | No | No matches | — | — | —
17 | Meridian Trust National Bank | No | No matches | — | — | —
18 | Angela Tran | No | No matches | — | — | —
19 | Lakefront Actuarial Advisors, LLC | No | No matches | — | — | —
20 | Felix Drummond | No | No matches | — | — | —
Field | Detail
Matter No.: | 1031-00001
Client: | Pinnacle Workforce Analytics, Inc.
Matter Description: | Patent-enforcement and licensing litigation concerning Pinnacle's flagship biometric workforce-management platform, "TruScan 360," an AI-powered timekeeping and scheduling platform utilizing fingerprint, facial-geometry, and iris-scan biometric data
Court / Forum: | U.S. District Court, Eastern District of Virginia
Case Caption: | Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp.
Case No.: | 1:22-cv-01533
Date Opened at C&H: | March 14, 2022
Date Filed: | September 6, 2022
Matter Status: | Active — ongoing patent-infringement claims brought by Pinnacle against Veritas Biometrics Corp.
Responsible Partner: | Jonathan Mercer, Partner, intellectual Property / Patent Litigation
Billing Partner: | Jonathan Mercer
Lead Associate: | Priya Subramaniam, Associate, intellectual Property
FY 2023 Billings (Actual): | $2,137,500
Client Contact: | Sandra Yee, General Counsel, Pinnacle Workforce Analytics, Inc.
Financial Metric | Detail
Proposed MTDC Engagement — Estimated Fees: | $3,500,000 to $5,200,000 over 18–24 months
Proposed MTDC Hourly Rates: | Partner (Rachel Bernstein): $1,150/hr; Senior Associate (Devon Archer): $785/hr; Junior Associate (Nadia Petrov): $625/hr
MTDC Annual Outside-Counsel Budget: | Approximately $14,800,000 (per Terrence Whitfield, General Counsel)
MTDC Annual Operating Budget: | Approximately $3,200,000,000
MTDC BIPA Statutory Damages Exposure: | $12,400,000 (negligent; 12,400 class members × $1,000 per violation under BIPA § 20(a)) to $62,000,000 (intentional or reckless; 12,400 class members × $5,000 per violation under BIPA § 20(b)), as estimated by MTDC's consulting actuary, Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA)
Existing Pinnacle Billings (FY 2023 Actual): | $2,137,500
Pinnacle Annual Revenue: | Approximately $485,000,000
Recipient | Role | Basis for Distribution
Rachel Bernstein | Partner, Privacy & Data Security | Requesting attorney
Lawrence Keating | Senior Partner; Chair, Conflicts Committee | Conflicts Committee review
Helen Drazkowski | General Counsel | Conflicts Committee review; waivability analysis
Jonathan Mercer | Partner, intellectual Property / Patent Litigation | Pinnacle engagement partner; notification per Section VI.2
Colleen Farrow | Director, Conflicts & New Business | Preparer; office file copy