1040-00001 · Kessler & Montague LLP · Conflicts

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

CALDERWOOD & HARKNESS LLP Office of the General Counsel — Conflicts & New Business Intake

Date: February 14, 2026

To: Raymond Chu, Director of New Business Intake Miriam Calloway, Partner, Healthcare & Life Sciences Practice Group Catherine Hargrave, General Counsel, Calderwood & Harkness LLP

From: Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP

Re: Conflicts Clearance — New Client Onboarding: Wyndmere Education Trust (Client No. C-88214; Matter No. 1040-00001)

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I. EXECUTIVE SUMMARY

This memorandum presents the results of the conflicts clearance review conducted in connection with the proposed new client engagement of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation operating a network of public charter schools across three states. The matter was opened on February 10, 2026, and the proposed engagement involves employment-law advisory and litigation representation arising from WET's faculty restructuring plan, which was publicly announced on January 6, 2026.

The Responsible Partner for this matter is Miriam Calloway of the firm's Philadelphia office, Healthcare & Life Sciences Practice Group. The Billing Partner is Joel Strauss, also of the Philadelphia office. The lead associate assigned to the matter is Nadia Petrov, a fifth-year associate in the firm's Labor & Employment Practice Group, and the working associate is James Underwood, a third-year associate in the firm's Wilmington office.

Conflicts Counsel conducted a comprehensive search of Calderwood & Harkness's conflicts database, supplemented by attorney interviews, covering all identified parties, affiliated entities, adverse parties, opposing counsel, and related third parties. The search identified one conflict requiring analysis and resolution: the firm's prior representation of Thornfield Academy of Sciences, Inc., a Pennsylvania nonprofit corporation that was formerly affiliated with WET and is now a potentially adverse party. That prior representation was handled by Conrad Ashworth and his team in the firm's Wilmington office in connection with a Delaware Chancery Court governance dispute. The conflict has been addressed through a written waiver obtained from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, as well as through confirmation by Conrad Ashworth that no material confidential information from the prior Thornfield representation bears on the proposed WET engagement. As an additional prophylactic measure, the firm will implement a formal ethical screen as described herein.

All other parties submitted for the conflicts search returned clean results, with no additional conflicts identified.

Conclusion: The engagement of Wyndmere Education Trust may proceed, subject to the implementation and documentation of the recommended ethical screen detailed in Section V of this memorandum.

II. DESCRIPTION OF THE PROPOSED ENGAGEMENT

A. Client Identification

The following information identifies the prospective new client and its principal officers and directors:

WET was founded in 2009 and has grown to become one of the largest charter management organizations in the Delaware Valley region. Its twelve schools span three states and serve a student population of approximately 8,400 students in grades K through 12 for the current 2025–2026 school year. The organization is governed by a Board of Trustees and is led by its President and CEO, Marcus Whitfield, who has served in that capacity since 2019. WET maintains a small in-house legal department headed by General Counsel Priya Anand-Desai, who will serve as the firm's primary point of contact for the proposed engagement.

B. Nature and Scope of the Engagement

The proposed engagement encompasses employment-law advisory work and litigation representation in connection with WET's faculty restructuring plan. The engagement involves three distinct but interrelated workstreams, as described below.

Workstream 1 — Defense of PERB Unfair Labor Practice Charge. WET seeks representation in defense of an unfair labor practice charge filed by Veltrano Federation of Educators, Local 1147 ("RFE Local 1147") before the Delaware Public Employment Relations Board ("PERB"), Case No. PERB-2026-ULP-0041. The charge was filed on February 3, 2026, and alleges that WET failed to bargain in good faith over the impact of its faculty restructuring plan on unionized educators, in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq. The PERB answer is due on March 10, 2026, establishing a near-term filing deadline for the engagement team.

Workstream 2 — Multi-State Employment Law Advisory. WET seeks advisory services regarding the elimination of forty-seven (47) full-time teaching positions across six WET charter schools. The position eliminations are distributed across three states: twenty-eight (28) positions in Delaware, eleven (11) positions in Pennsylvania, and eight (8) positions in New Jersey. The reductions are planned to take effect for the 2026–2027 school year. This advisory workstream will encompass compliance with applicable federal and state WARN Act requirements, analysis of contractual obligations under individual employment agreements and applicable collective bargaining agreements, and guidance on severance and benefits continuation obligations.

Workstream 3 — Defense of Anticipated Individual Claims. WET anticipates individual wrongful-termination and related claims from affected faculty members. As of the date of this memorandum, WET has received two demand letters from counsel representing former faculty members — the first dated January 22, 2026, and the second dated January 29, 2026. Additionally, WET has been informed that eight former faculty members have either retained or are in the process of seeking individual counsel. Calderwood & Harkness will provide representation in the defense of these anticipated claims as they materialize.

Background. WET publicly announced its faculty restructuring plan on January 6, 2026. The restructuring was precipitated by declining enrollment across the charter school network — from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the current 2025–2026 school year, representing a decline of approximately 7.7% over two academic years. WET's internal financial projections indicate a $4.8 million operating deficit for FY2027 absent corrective action. The Board of Trustees approved the faculty restructuring plan at its December 15, 2025, meeting as one component of a broader deficit reduction strategy.

C. Engagement Team

The following Calderwood & Harkness attorneys will staff the proposed engagement:

Miriam Calloway — Responsible Partner. Ms. Calloway is a partner in the firm's Healthcare & Life Sciences Practice Group, resident in the Philadelphia office. She is admitted to practice in Delaware and Pennsylvania. Ms. Calloway has extensive experience representing educational institutions and nonprofit organizations in employment and labor disputes and will provide overall strategic direction for the engagement.

Joel Strauss — Billing Partner. Mr. Strauss is a partner in the firm's Healthcare & Life Sciences Practice Group, resident in the Philadelphia office. He is admitted to practice in Pennsylvania. Mr. Strauss will serve as the billing partner for the engagement and will provide oversight on client billing and engagement economics.

Nadia Petrov — Lead Associate. Ms. Petrov is a fifth-year associate in the firm's Labor & Employment Practice Group, resident in the Philadelphia office. She is admitted to practice in Pennsylvania and New Jersey. Ms. Petrov will serve as the day-to-day lead on the PERB defense and multi-state advisory workstreams.

James Underwood — Working Associate. Mr. Underwood is a third-year associate in the firm's Labor & Employment Practice Group, resident in the Wilmington office. He is admitted to practice in Delaware. Mr. Underwood will provide support across all three workstreams, with a particular focus on Delaware-specific legal research and procedural requirements for the PERB proceeding.

D. Prior Outside Counsel

WET was previously represented in employment-law matters by the firm of Kessler & Montague LLP, a Wilmington, Delaware, firm. The lead partner on the Kessler & Montague engagement was Arthur Kessler. That attorney-client relationship terminated on December 31, 2025. According to information provided by WET's General Counsel, Priya Anand-Desai, the relationship was terminated due to a conflict of interest arising from Kessler & Montague's merger with a firm that represents a teachers' union affiliated with Thornfield Academy of Sciences, Inc. WET determined that continued representation by the merged entity would be untenable given the potential for adverse interests. WET thereafter initiated the search for new employment counsel, which led to the present engagement request.

III. PARTIES AND ENTITIES SEARCHED

The following is a comprehensive list of all parties and affiliated entities submitted for the conflicts search in Calderwood & Harkness's conflicts database. The search was conducted on February 10, 2026, and supplemented with additional searches on February 12, 2026, as new parties and affiliations were identified during the intake process. All names were searched using standard variations, including known aliases, d/b/a's, former names, and common abbreviations.

A. Client and Client Affiliates

1. Wyndmere Education Trust — including all known d/b/a's, trade names, subsidiaries, and affiliated entities identified through publicly available records and information provided by the client.

2. Dr. Eleanor Voss, Ed.D. — Board Chair, Wyndmere Education Trust.

3. Marcus Whitfield — President & CEO, Wyndmere Education Trust.

4. Priya Anand-Desai — General Counsel, Wyndmere Education Trust.

5. Tobias Engstrom — Chief Human Resources Officer, Wyndmere Education Trust.

B. Adverse and Potentially Adverse Parties

6. Thornfield Academy of Sciences, Inc. — 2250 Arch Street, Philadelphia, PA 19103; Pennsylvania nonprofit corporation; Executive Director: Dr. Claudia Rennert; General Counsel: Seamus O'Halloran. Thornfield is a former WET affiliate and potential adverse party in connection with faculty transfer and wage-and-hour disputes.

7. Dr. Claudia Rennert — Executive Director, Thornfield Academy of Sciences, Inc.

8. Seamus O'Halloran — General Counsel, Thornfield Academy of Sciences, Inc.

9. Veltrano Federation of Educators, Local 1147 — 330 North Walnut Street, Wilmington, DE 19802; unincorporated labor organization; President: Diane Kowalski. RFE Local 1147 is the charging party in the pending PERB proceeding and a direct adverse party.

10. Diane Kowalski — President, Veltrano Federation of Educators, Local 1147.

C. Opposing and Related Counsel

11. Bracken, Lowe & Hartsfield LLP — 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103. Currently represents Thornfield Academy of Sciences, Inc. in employment disputes; lead partner: Victoria Bracken. May serve as opposing counsel to Calderwood & Harkness in the underlying faculty restructuring litigation.

12. Victoria Bracken — Partner, Bracken, Lowe & Hartsfield LLP.

13. Feinberg, Adler & Ross LLP — 110 West 10th Street, Suite 700, Wilmington, DE 19801. Represents RFE Local 1147 in the pending PERB proceeding; lead partner: Rachel Feinberg.

14. Rachel Feinberg — Partner, Feinberg, Adler & Ross LLP.

15. Kessler & Montague LLP — 900 King Street, Suite 500, Wilmington, DE 19801. WET's prior outside employment counsel; lead partner: Arthur Kessler.

16. Arthur Kessler — Partner, Kessler & Montague LLP.

D. Other Related Entities

17. Hargrove & Linden CPAs LLP — 1818 Market Street, Suite 1400, Philadelphia, PA 19103. WET's outside auditor; engagement partner: Dennis Linden.

18. Covenant Trust National Bank — 200 South Broad Street, Philadelphia, PA 19102. WET's primary banking institution; relationship manager: Sandra Falk.

19. Pinnacle Risk Underwriters, Inc. — 140 Broadway, 30th Floor, New York, NY 10005. WET's Employment Practices Liability Insurance ("EPLI") and Directors & Officers ("D&O") insurance carrier; claims contact: Gerald Marsden.

IV. CONFLICTS SEARCH RESULTS

A. Conflict Identified: Thornfield Academy of Sciences, Inc.

The conflicts search identified one matter requiring analysis: Calderwood & Harkness's prior representation of Thornfield Academy of Sciences, Inc. The details of that prior representation, the relationship between Thornfield and WET, and the resolution of the identified conflict are set forth below.

1. Nature of the Prior Representation. Calderwood & Harkness's Wilmington office represented Thornfield Academy of Sciences, Inc. in a governance dispute before the Delaware Court of Chancery, captioned In re Thornfield Academy of Sciences, Inc., Case No. 2023-0847-SG. The firm's representation spanned the period from March 2023 through August 2024, at which time the matter was concluded with the entry of a consent order on August 9, 2024.

The lead partner on the Thornfield engagement was Conrad Ashworth, a partner in the firm's Corporate & Governance Practice Group, resident in the Wilmington office. The associate team assigned to the matter consisted of Lydia Chen and Marcos Rivera, both of whom were associates in the Wilmington office at the time of the engagement. Both Ms. Chen and Mr. Rivera have since departed the firm; Ms. Chen left Calderwood & Harkness in January 2025, and Mr. Rivera departed in September 2024.

The substance of the Thornfield representation involved the defense of Thornfield's incumbent board of directors against a dissident board faction that sought to replace certain board members and amend the organization's bylaws. The matter was resolved through a negotiated consent order that, among other things, established a revised board nomination process. The representation was strictly limited to corporate governance and fiduciary duty issues and did not involve employment law, labor relations, faculty matters, or any operational issues related to Thornfield's educational programming.

2. Relationship Between Thornfield and WET. Thornfield Academy of Sciences, Inc. was formerly an affiliated charter school operator that shared a Joint Educational Services Agreement ("JESA") with Wyndmere Education Trust. The JESA was executed on September 1, 2018, and governed the shared administrative, curricular, and human resources services between the two organizations. Under the JESA, Thornfield operated as a semi-autonomous affiliate within the broader WET network, sharing certain back-office functions, professional development programs, and employee benefit plans.

Thornfield formally severed its affiliation with WET effective June 30, 2022, pursuant to the termination provisions of the JESA. The severance was driven by philosophical and strategic disagreements between Thornfield's leadership and WET's central administration regarding curricular direction and financial management. Following the severance, Thornfield became a fully independent charter school operator with no ongoing governance, financial, or operational ties to WET.

It is significant to note that Calderwood & Harkness's representation of Thornfield commenced in March 2023, approximately nine months after Thornfield had already severed its affiliation with WET on June 30, 2022. Accordingly, at the time of the Thornfield engagement, Thornfield was an independent entity and no longer a WET affiliate. The firm did not represent Thornfield at any time during which Thornfield was affiliated with or part of the WET network.

Notwithstanding the severance of the formal affiliation, Thornfield is now a potentially adverse party in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield at or around the time of the 2022 severance. Additionally, Thornfield is represented in employment disputes by Bracken, Lowe & Hartsfield LLP (lead partner: Victoria Bracken), which may serve as opposing counsel to Calderwood & Harkness in the underlying faculty restructuring litigation to the extent Thornfield's interests intersect with the matters at issue.

3. Assessment of Confidential Information. On February 12, 2026, Conflicts Counsel conducted a detailed interview with Conrad Ashworth regarding the nature and scope of confidential information obtained during the firm's prior representation of Thornfield. The interview was conducted in person at the firm's Wilmington office and lasted approximately forty-five minutes.

During the interview, Mr. Ashworth confirmed the following:

(a) The Thornfield Chancery Court matter was a corporate governance dispute that was entirely unrelated to employment law, faculty matters, labor relations, or WET's operations.

(b) At no time during the Thornfield representation did Mr. Ashworth or any member of his team obtain, review, or have access to confidential information concerning WET, WET's employment practices, WET's financial operations, or WET's relationships with its employees, faculty, or affiliated unions.

(c) The confidential information obtained from Thornfield during the prior representation was limited to Thornfield's corporate governance documents (including bylaws, board minutes, and internal communications among board members), Thornfield's financial statements as relevant to the governance dispute, and privileged communications with Thornfield's officers and directors regarding the litigation strategy in the Chancery Court proceeding.

(d) No confidential information obtained during the Thornfield representation is material to, or could reasonably be expected to bear upon, the proposed WET engagement, which involves employment-law advisory work and litigation related to faculty restructuring — subject matter wholly distinct from the governance issues addressed in the Thornfield matter.

(e) Mr. Ashworth has had no substantive contact with any representative of Thornfield since the conclusion of the representation in August 2024.

Notes from the Ashworth interview are maintained in the conflicts file for Matter No. 1040-00001 and are attached hereto as Attachment B.

4. Written Waiver from Thornfield. In addition to the foregoing analysis, the firm obtained a written waiver from Thornfield Academy of Sciences, Inc. Thornfield's in-house General Counsel, Seamus O'Halloran, provided a written waiver of any objection to Calderwood & Harkness's representation of WET in the proposed engagement. The waiver letter is dated January 28, 2026, and was addressed to Catherine Hargrave, General Counsel of Calderwood & Harkness LLP.

The waiver letter acknowledges the following:

(a) Thornfield Academy of Sciences, Inc. and Wyndmere Education Trust are no longer affiliated entities, the affiliation having terminated effective June 30, 2022.

(b) Calderwood & Harkness's prior engagement on behalf of Thornfield in the Chancery Court governance dispute (Case No. 2023-0847-SG) has concluded, with the matter having been resolved by consent order on August 9, 2024.

(c) Thornfield does not object to Calderwood & Harkness's representation of Wyndmere Education Trust in the employment-law advisory and litigation matters described in the firm's waiver request letter dated January 22, 2026.

(d) Thornfield provides this waiver after consultation with its own legal counsel and with full knowledge of the nature and scope of the proposed WET engagement.

A copy of the waiver letter from Mr. O'Halloran is maintained in the conflicts file for Matter No. 1040-00001 and is attached hereto as Attachment A.

5. Applicable Ethical Rules. The relevant ethical framework for analyzing the identified conflict is set forth in the Delaware Lawyers' Rules of Professional Conduct, which govern the conduct of attorneys admitted in Delaware, including members of the proposed engagement team.

Rule 1.9 — Duties to Former Clients. Rule 1.9(a) 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. Rule 1.9(c) further provides that a lawyer who has formerly represented a client in a matter shall not thereafter use information relating to the representation to the disadvantage of the former client or reveal information relating to the representation except as the Rules would permit or require with respect to a client.

Analysis. The prior representation of Thornfield involved a corporate governance dispute before the Delaware Court of Chancery (Case No. 2023-0847-SG). The proposed WET engagement involves employment-law advisory work and litigation defense in connection with faculty restructuring, including a PERB unfair labor practice proceeding, multi-state compliance advisory, and defense of individual wrongful-termination claims. These matters are neither the same nor substantially related. The factual and legal issues in the two engagements are entirely distinct — one involves fiduciary duties and board governance, while the other involves labor relations, employment terminations, and statutory compliance. No overlapping facts, witnesses, or legal theories connect the two matters. Accordingly, Conflicts Counsel concludes that the proposed WET representation does not run afoul of Rule 1.9(a).

Furthermore, as confirmed by Conrad Ashworth in his interview of February 12, 2026, no confidential information obtained during the Thornfield representation is material to, or could be used in, the proposed WET engagement. There is therefore no risk of a violation of Rule 1.9(c).

Nevertheless, because Thornfield is potentially adverse to WET and the firm did previously represent Thornfield, the written waiver from Thornfield's General Counsel provides an additional and independent layer of protection beyond the Rule 1.9 analysis. The waiver constitutes informed consent, confirmed in writing, as contemplated by Rule 1.9(a).

Rule 1.10 — Imputation of Conflicts of Interest. Rule 1.10 provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm. Rule 1.10(a)(2) further permits an exception where the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom, and written notice is promptly given to any affected former client.

Analysis. As noted above, Conflicts Counsel does not believe that a disqualifying conflict exists under Rule 1.9, and the written waiver from Thornfield further resolves any arguable issue. However, as a matter of best practices and as a prophylactic measure to ensure the integrity of the firm's representation of WET, the firm recommends implementation of a formal ethical screen isolating Conrad Ashworth and the members of the former Thornfield engagement team from all aspects of the WET representation. This screen is described in detail in Section V below.

B. Clean Results — Veltrano Federation of Educators, Local 1147

The conflicts search returned no results indicating any prior or current representation of Veltrano Federation of Educators, Local 1147 by Calderwood & Harkness. Similarly, a search of the name Diane Kowalski, President of RFE Local 1147, returned no hits in the firm's conflicts database. Calderwood & Harkness has not previously represented RFE Local 1147 or any of its officers in any matter, and no member of the firm has identified any personal or professional relationship with the organization or its leadership that would give rise to a conflict of interest.

No conflicts identified.

C. Clean Results — Feinberg, Adler & Ross LLP

The conflicts search returned no results indicating any prior or current representation of Feinberg, Adler & Ross LLP or any of its attorneys by Calderwood & Harkness. A search of the name Rachel Feinberg, lead partner representing RFE Local 1147 in the PERB proceeding, also returned no hits. No member of the firm has identified any personal or professional relationship with Feinberg, Adler & Ross LLP or Ms. Feinberg that would give rise to a conflict of interest.

No conflicts identified.

D. Clean Results — Other Searched Parties

The remaining parties and entities submitted for the conflicts search returned the following results:

Bracken, Lowe & Hartsfield LLP. No current Calderwood & Harkness representations of Bracken, Lowe & Hartsfield LLP or its attorneys were identified. The firm notes that BLH serves as opposing counsel for Thornfield Academy of Sciences, Inc. in employment disputes and may appear as adverse counsel in the WET engagement. The fact that BLH is opposing counsel does not itself give rise to a conflict of interest; Calderwood & Harkness has no attorney-client relationship with BLH that would create such a conflict.

Victoria Bracken. No hits in the conflicts database.

Kessler & Montague LLP. No current or prior Calderwood & Harkness representations of Kessler & Montague LLP were identified. Kessler & Montague served as WET's prior outside employment counsel and is not a party to, or participant in, the proposed engagement. No conflict arises.

Arthur Kessler. No hits in the conflicts database.

Hargrove & Linden CPAs LLP / Dennis Linden. No hits in the conflicts database. Hargrove & Linden serves as WET's outside auditor and is not an adverse party in the proposed engagement.

Covenant Trust National Bank / Sandra Falk. The conflicts search confirmed that Calderwood & Harkness has an existing, unrelated representation of Covenant Trust National Bank ("CTNB") in commercial lending matters. This representation is discussed further in Section VI.B below. CTNB is WET's primary banking institution but is not an adverse party in the WET engagement. No conflict of interest is identified. A search of the name Sandra Falk, WET's relationship manager at CTNB, returned no additional hits.

Pinnacle Risk Underwriters, Inc. / Gerald Marsden. No hits in the conflicts database. Pinnacle serves as WET's EPLI and D&O carrier and is not an adverse party in the proposed engagement.

WET Officers and Directors — Dr. Eleanor Voss, Marcus Whitfield, Priya Anand-Desai, Tobias Engstrom. No hits in the conflicts database for any of the identified WET officers and directors.

Dr. Claudia Rennert (Executive Director, Thornfield Academy of Sciences, Inc.). No hits in the conflicts database beyond the identified prior representation of Thornfield discussed in Section IV.A above. Dr. Rennert was not individually a client of the firm.

No additional conflicts identified.

V. RECOMMENDED ETHICAL SCREEN

A. Screen Protocol

Although Conflicts Counsel has concluded that no disqualifying conflict exists under the applicable ethical rules, and notwithstanding the written waiver obtained from Thornfield's General Counsel, the firm recommends implementation of a formal ethical screen as a prophylactic measure to protect the interests of both WET and Thornfield and to ensure the integrity of Calderwood & Harkness's representation. The screen will isolate the following individuals from all aspects of the WET engagement:

1. Conrad Ashworth — Partner, Corporate & Governance Practice Group, Wilmington office. Mr. Ashworth served as the lead partner on the firm's prior representation of Thornfield Academy of Sciences, Inc. in the Delaware Chancery Court governance dispute (Case No. 2023-0847-SG).

2. Lydia Chen — Former Associate, Wilmington office. Ms. Chen served as an associate on the Thornfield engagement and departed the firm in January 2025. The screen is noted for completeness and will be applied in the event of any future return to the firm by Ms. Chen or any request for consultation with her regarding this or related matters.

3. Marcos Rivera — Former Associate, Wilmington office. Mr. Rivera served as an associate on the Thornfield engagement and departed the firm in September 2024. The screen is noted for the same reasons as for Ms. Chen.

B. Specific Screen Measures

The following specific measures will be implemented to effectuate the ethical screen:

(a) File and Document Access. Conrad Ashworth and the other screened individuals shall be prohibited from accessing any files, documents, communications, billing entries, or other materials related to the WET engagement (Matter No. 1040-00001, Client No. C-88214). This prohibition extends to both physical and electronic files.

(b) Communications. The screened individuals shall be excluded from any meetings, conference calls, email chains, internal memoranda, or other communications of any kind concerning the WET engagement, including but not limited to discussions of strategy, factual developments, legal research, or settlement considerations.

(c) Electronic Access Controls. The firm's Chief Information Security Officer, Patricia Hwang, shall implement system-level access controls within the firm's document management system to ensure that the screened individuals cannot access electronic files, email folders, or billing records associated with Matter No. 1040-00001 and Client No. C-88214. A formal request for implementation of these access controls will be submitted to Ms. Hwang concurrently with the distribution of this memorandum.

(d) Fee Apportionment. No fees attributable to the WET matter shall be shared with or credited to Conrad Ashworth, to the extent applicable under the firm's compensation and partner allocation system.

(e) Written Acknowledgment. A written acknowledgment shall be obtained from Conrad Ashworth confirming that he has been informed of the ethical screen, understands its scope and requirements, and agrees to comply with all screen measures for the duration of the WET engagement. This acknowledgment shall be maintained in the conflicts file for Matter No. 1040-00001.

(f) Duration. The ethical screen shall remain in effect for the entire duration of Calderwood & Harkness's representation of Wyndmere Education Trust in connection with Matter No. 1040-00001, including any subsequent or related matters opened under the same client number, unless the screen is modified or terminated by Conflicts Counsel in consultation with the firm's General Counsel.

C. Distribution of Screen Memorandum

A separate Ethical Screen Memorandum will be prepared and distributed concurrently with this Conflicts Clearance Memorandum to the following individuals:

• Catherine Hargrave, General Counsel, Calderwood & Harkness LLP

• Raymond Chu, Director of New Business Intake

• Patricia Hwang, Chief Information Security Officer (for implementation of electronic access restrictions)

• Miriam Calloway, Responsible Partner

• Joel Strauss, Billing Partner

• Nadia Petrov, Lead Associate

• James Underwood, Working Associate

• Conrad Ashworth (for acknowledgment and compliance)

The Ethical Screen Memorandum is attached hereto as Attachment D.

VI. ADDITIONAL CONSIDERATIONS

A. Insurance Coordination

WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The policy details are as follows:

It is possible that Pinnacle may appoint panel counsel if coverage is confirmed for the PERB proceeding, for the individual wrongful-termination claims, or for both. If Pinnacle designates panel counsel at any point during the engagement, a supplemental conflicts check must be conducted on the appointed panel counsel and their firm to ensure that no new conflicts are created by the involvement of that additional law firm.

Additionally, WET maintains a Directors & Officers ("D&O") liability policy, also issued by Pinnacle Risk Underwriters, Inc. (Policy No. PRU-DNO-2025-44871), with a $10 million per-claim limit. The D&O policy may be implicated if any individual claims are asserted against WET's officers or directors in connection with the faculty restructuring decisions. No conflicts issue is anticipated in connection with the D&O policy, but this is noted for completeness and for the engagement team's awareness in advising the client on insurance-related matters.

B. Covenant Trust National Bank

As noted in Section IV.D above, Calderwood & Harkness has an existing, unrelated representation of Covenant Trust National Bank ("CTNB") in commercial lending matters. CTNB is WET's primary banking institution and holds an $18.5 million revolving credit facility extended to WET. CTNB is not an adverse party in the WET engagement, and no conflict of interest exists between the firm's representation of CTNB in unrelated commercial lending matters and the proposed representation of WET in employment-law matters.

However, the engagement team should be aware that WET's loan covenants with CTNB may require notification of material litigation. The filing of the PERB unfair labor practice charge and any subsequent individual wrongful-termination claims may constitute "material litigation" within the meaning of the applicable covenant provisions. WET's General Counsel, Priya Anand-Desai, should be advised to review the credit facility agreement and to make any required notifications to CTNB in a timely manner. This is a client advisory matter and does not raise a conflicts issue, but it is noted here given the firm's concurrent relationship with CTNB.

C. Ongoing Monitoring

Conflicts Counsel will continue to monitor the WET engagement for newly arising conflicts as the representation proceeds. In particular, Conflicts Counsel will conduct supplemental conflicts checks in the event that any of the following circumstances arise:

(a) New Individual Claimants. As new individual claimants are identified and retain counsel in connection with the faculty restructuring, supplemental conflicts checks will be run on each new claimant and their counsel to ensure that no conflicts exist.

(b) Thornfield as a Direct Party. If Thornfield Academy of Sciences, Inc. becomes a direct party to any proceeding in which Calderwood & Harkness represents WET — as opposed to merely a potentially adverse party — a reassessment of the conflict analysis will be conducted to determine whether additional measures are warranted beyond the current ethical screen and waiver.

(c) Pinnacle Panel Counsel. If Pinnacle Risk Underwriters, Inc. designates panel counsel in connection with any covered claim, a supplemental conflicts check will be conducted on the designated counsel and their firm.

(d) Additional Affiliated Entities or Counterparties. If additional affiliated entities, counterparties, or other interested parties emerge during the course of the representation that were not identified at the time of the initial conflicts search, supplemental checks will be conducted as appropriate.

The engagement team is requested to promptly notify Conflicts Counsel of any developments that may trigger the need for supplemental conflicts searches, including but not limited to the identification of new adverse parties, the retention of additional counsel by adverse parties, or any changes in the relationships among the parties described in this memorandum.

VII. CONCLUSION AND CLEARANCE DETERMINATION

Based on the foregoing analysis, the conflicts clearance review for the proposed engagement of Wyndmere Education Trust (Client No. C-88214, Matter No. 1040-00001) is COMPLETE.

One conflict was identified — the prior representation of Thornfield Academy of Sciences, Inc. by Conrad Ashworth and his team in connection with a Delaware Chancery Court governance dispute (Case No. 2023-0847-SG). This conflict has been resolved through the following measures:

(a) Confirmation by Conrad Ashworth that no material confidential information obtained during the Thornfield representation is relevant to or could be used in the proposed WET engagement, as documented in the interview conducted on February 12, 2026.

(b) Written waiver from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, in which Thornfield expressly consents to Calderwood & Harkness's representation of WET in the described employment-law matters.

(c) Implementation of a formal ethical screen isolating Conrad Ashworth and former associates Lydia Chen and Marcos Rivera from all aspects of the WET engagement, as detailed in Section V of this memorandum.

All other searched parties returned clean results, including Veltrano Federation of Educators, Local 1147; Feinberg, Adler & Ross LLP; Bracken, Lowe & Hartsfield LLP; Kessler & Montague LLP; Hargrove & Linden CPAs LLP; Covenant Trust National Bank; Pinnacle Risk Underwriters, Inc.; and all individual officers, directors, and counsel identified in the conflicts search.

The engagement is cleared to proceed, subject to the implementation and documentation of the ethical screen described in Section V of this memorandum, including the execution of written acknowledgments and the implementation of electronic access controls.

Conflicts Counsel is available to discuss any questions regarding this memorandum or the underlying conflicts analysis at any time.

VIII. SIGNATURE

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Marchetti

Title: Conflicts Counsel

Date: February 14, 2026

IX. ATTACHMENTS

The following documents are attached to this memorandum and maintained in the conflicts file for Matter No. 1040-00001:

Attachment A: Thornfield Conflict Waiver Letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026.

Attachment B: Interview Notes — Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office, dated February 12, 2026.

Attachment C: Conflicts Database Search Results — Full printout of all search queries and results from the C&H conflicts management system, dated February 10, 2026, and supplemental searches dated February 12, 2026.

Attachment D: Ethical Screen Memorandum — To be circulated concurrently with this memorandum to all individuals identified in Section V.C.

X. DISTRIBUTION

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals to whom it is addressed and should not be disclosed to any third party without the prior written consent of the General Counsel of Calderwood & Harkness LLP.

Field	Detail
Full Legal Name	Wyndmere Education Trust
Entity Type	Delaware nonprofit corporation, tax-exempt under IRC § 501(c)(3)
EIN	84-3291076
Headquarters	1400 Brandywine Boulevard, Suite 300, Wilmington, DE 19801
Year Founded	2009
Mission	Operates a network of twelve public charter schools across Delaware, Pennsylvania, and New Jersey serving approximately 8,400 K–12 students
Annual Operating Budget (FY2025)	$112.4 million
Board Chair	Dr. Eleanor Voss, Ed.D.
President & CEO	Marcus Whitfield
General Counsel	Priya Anand-Desai
Chief Human Resources Officer	Tobias Engstrom
Policy Detail	Information
Carrier	Pinnacle Risk Underwriters, Inc.
Policy Number	PRU-EPLI-2025-44872
Per Claim Limit	$5,000,000
Aggregate Limit	$10,000,000
Retention per Claim	$150,000
Claims Contact	Gerald Marsden
Recipient	Role	Copy Type
Raymond Chu	Director of New Business Intake	Original
Miriam Calloway	Responsible Partner	Original
Catherine Hargrave	General Counsel, Calderwood & Harkness LLP	Original
Joel Strauss	Billing Partner	cc (for information)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
CALDERWOOD & HARKNESS LLP Office of the General Counsel — Conflicts & New Business Intake
Date: February 14, 2026
To: Raymond Chu, Director of New Business Intake Miriam Calloway, Partner, Healthcare & Life Sciences Practice Group Catherine Hargrave, General Counsel, Calderwood & Harkness LLP
From: Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP
Re: Conflicts Clearance — New Client Onboarding: Wyndmere Education Trust (Client No. C-88214; Matter No. 1040-00001)
Right-click to update Table of Contents
I. EXECUTIVE SUMMARY
This memorandum presents the results of the conflicts clearance review conducted in connection with the proposed new client engagement of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation operating a network of public charter schools across three states. The matter was opened on February 10, 2026, and the proposed engagement involves employment-law advisory and litigation representation arising from WET's faculty restructuring plan, which was publicly announced on January 6, 2026.
The Responsible Partner for this matter is Miriam Calloway of the firm's Philadelphia office, Healthcare & Life Sciences Practice Group. The Billing Partner is Joel Strauss, also of the Philadelphia office. The lead associate assigned to the matter is Nadia Petrov, a fifth-year associate in the firm's Labor & Employment Practice Group, and the working associate is James Underwood, a third-year associate in the firm's Wilmington office.
Conflicts Counsel conducted a comprehensive search of Calderwood & Harkness's conflicts database, supplemented by attorney interviews, covering all identified parties, affiliated entities, adverse parties, opposing counsel, and related third parties. The search identified one conflict requiring analysis and resolution: the firm's prior representation of Thornfield Academy of Sciences, Inc., a Pennsylvania nonprofit corporation that was formerly affiliated with WET and is now a potentially adverse party. That prior representation was handled by Conrad Ashworth and his team in the firm's Wilmington office in connection with a Delaware Chancery Court governance dispute. The conflict has been addressed through a written waiver obtained from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, as well as through confirmation by Conrad Ashworth that no material confidential information from the prior Thornfield representation bears on the proposed WET engagement. As an additional prophylactic measure, the firm will implement a formal ethical screen as described herein.
All other parties submitted for the conflicts search returned clean results, with no additional conflicts identified.
Conclusion: The engagement of Wyndmere Education Trust may proceed, subject to the implementation and documentation of the recommended ethical screen detailed in Section V of this memorandum.
II. DESCRIPTION OF THE PROPOSED ENGAGEMENT
A. Client Identification
The following information identifies the prospective new client and its principal officers and directors:
WET was founded in 2009 and has grown to become one of the largest charter management organizations in the Delaware Valley region. Its twelve schools span three states and serve a student population of approximately 8,400 students in grades K through 12 for the current 2025–2026 school year. The organization is governed by a Board of Trustees and is led by its President and CEO, Marcus Whitfield, who has served in that capacity since 2019. WET maintains a small in-house legal department headed by General Counsel Priya Anand-Desai, who will serve as the firm's primary point of contact for the proposed engagement.
B. Nature and Scope of the Engagement
The proposed engagement encompasses employment-law advisory work and litigation representation in connection with WET's faculty restructuring plan. The engagement involves three distinct but interrelated workstreams, as described below.
Workstream 1 — Defense of PERB Unfair Labor Practice Charge. WET seeks representation in defense of an unfair labor practice charge filed by Veltrano Federation of Educators, Local 1147 ("RFE Local 1147") before the Delaware Public Employment Relations Board ("PERB"), Case No. PERB-2026-ULP-0041. The charge was filed on February 3, 2026, and alleges that WET failed to bargain in good faith over the impact of its faculty restructuring plan on unionized educators, in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq. The PERB answer is due on March 10, 2026, establishing a near-term filing deadline for the engagement team.
Workstream 2 — Multi-State Employment Law Advisory. WET seeks advisory services regarding the elimination of forty-seven (47) full-time teaching positions across six WET charter schools. The position eliminations are distributed across three states: twenty-eight (28) positions in Delaware, eleven (11) positions in Pennsylvania, and eight (8) positions in New Jersey. The reductions are planned to take effect for the 2026–2027 school year. This advisory workstream will encompass compliance with applicable federal and state WARN Act requirements, analysis of contractual obligations under individual employment agreements and applicable collective bargaining agreements, and guidance on severance and benefits continuation obligations.
Workstream 3 — Defense of Anticipated Individual Claims. WET anticipates individual wrongful-termination and related claims from affected faculty members. As of the date of this memorandum, WET has received two demand letters from counsel representing former faculty members — the first dated January 22, 2026, and the second dated January 29, 2026. Additionally, WET has been informed that eight former faculty members have either retained or are in the process of seeking individual counsel. Calderwood & Harkness will provide representation in the defense of these anticipated claims as they materialize.
Background. WET publicly announced its faculty restructuring plan on January 6, 2026. The restructuring was precipitated by declining enrollment across the charter school network — from approximately 9,100 students in the 2023–2024 school year to approximately 8,400 students in the current 2025–2026 school year, representing a decline of approximately 7.7% over two academic years. WET's internal financial projections indicate a $4.8 million operating deficit for FY2027 absent corrective action. The Board of Trustees approved the faculty restructuring plan at its December 15, 2025, meeting as one component of a broader deficit reduction strategy.
C. Engagement Team
The following Calderwood & Harkness attorneys will staff the proposed engagement:
Miriam Calloway — Responsible Partner. Ms. Calloway is a partner in the firm's Healthcare & Life Sciences Practice Group, resident in the Philadelphia office. She is admitted to practice in Delaware and Pennsylvania. Ms. Calloway has extensive experience representing educational institutions and nonprofit organizations in employment and labor disputes and will provide overall strategic direction for the engagement.
Joel Strauss — Billing Partner. Mr. Strauss is a partner in the firm's Healthcare & Life Sciences Practice Group, resident in the Philadelphia office. He is admitted to practice in Pennsylvania. Mr. Strauss will serve as the billing partner for the engagement and will provide oversight on client billing and engagement economics.
Nadia Petrov — Lead Associate. Ms. Petrov is a fifth-year associate in the firm's Labor & Employment Practice Group, resident in the Philadelphia office. She is admitted to practice in Pennsylvania and New Jersey. Ms. Petrov will serve as the day-to-day lead on the PERB defense and multi-state advisory workstreams.
James Underwood — Working Associate. Mr. Underwood is a third-year associate in the firm's Labor & Employment Practice Group, resident in the Wilmington office. He is admitted to practice in Delaware. Mr. Underwood will provide support across all three workstreams, with a particular focus on Delaware-specific legal research and procedural requirements for the PERB proceeding.
D. Prior Outside Counsel
WET was previously represented in employment-law matters by the firm of Kessler & Montague LLP, a Wilmington, Delaware, firm. The lead partner on the Kessler & Montague engagement was Arthur Kessler. That attorney-client relationship terminated on December 31, 2025. According to information provided by WET's General Counsel, Priya Anand-Desai, the relationship was terminated due to a conflict of interest arising from Kessler & Montague's merger with a firm that represents a teachers' union affiliated with Thornfield Academy of Sciences, Inc. WET determined that continued representation by the merged entity would be untenable given the potential for adverse interests. WET thereafter initiated the search for new employment counsel, which led to the present engagement request.
III. PARTIES AND ENTITIES SEARCHED
The following is a comprehensive list of all parties and affiliated entities submitted for the conflicts search in Calderwood & Harkness's conflicts database. The search was conducted on February 10, 2026, and supplemented with additional searches on February 12, 2026, as new parties and affiliations were identified during the intake process. All names were searched using standard variations, including known aliases, d/b/a's, former names, and common abbreviations.
A. Client and Client Affiliates
1.  Wyndmere Education Trust — including all known d/b/a's, trade names, subsidiaries, and affiliated entities identified through publicly available records and information provided by the client.
2.  Dr. Eleanor Voss, Ed.D. — Board Chair, Wyndmere Education Trust.
3.  Marcus Whitfield — President & CEO, Wyndmere Education Trust.
4.  Priya Anand-Desai — General Counsel, Wyndmere Education Trust.
5.  Tobias Engstrom — Chief Human Resources Officer, Wyndmere Education Trust.
B. Adverse and Potentially Adverse Parties
6.  Thornfield Academy of Sciences, Inc. — 2250 Arch Street, Philadelphia, PA 19103; Pennsylvania nonprofit corporation; Executive Director: Dr. Claudia Rennert; General Counsel: Seamus O'Halloran. Thornfield is a former WET affiliate and potential adverse party in connection with faculty transfer and wage-and-hour disputes.
7.  Dr. Claudia Rennert — Executive Director, Thornfield Academy of Sciences, Inc.
8.  Seamus O'Halloran — General Counsel, Thornfield Academy of Sciences, Inc.
9.  Veltrano Federation of Educators, Local 1147 — 330 North Walnut Street, Wilmington, DE 19802; unincorporated labor organization; President: Diane Kowalski. RFE Local 1147 is the charging party in the pending PERB proceeding and a direct adverse party.
10.  Diane Kowalski — President, Veltrano Federation of Educators, Local 1147.
C. Opposing and Related Counsel
11.  Bracken, Lowe & Hartsfield LLP — 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103. Currently represents Thornfield Academy of Sciences, Inc. in employment disputes; lead partner: Victoria Bracken. May serve as opposing counsel to Calderwood & Harkness in the underlying faculty restructuring litigation.
12.  Victoria Bracken — Partner, Bracken, Lowe & Hartsfield LLP.
13.  Feinberg, Adler & Ross LLP — 110 West 10th Street, Suite 700, Wilmington, DE 19801. Represents RFE Local 1147 in the pending PERB proceeding; lead partner: Rachel Feinberg.
14.  Rachel Feinberg — Partner, Feinberg, Adler & Ross LLP.
15.  Kessler & Montague LLP — 900 King Street, Suite 500, Wilmington, DE 19801. WET's prior outside employment counsel; lead partner: Arthur Kessler.
16.  Arthur Kessler — Partner, Kessler & Montague LLP.
D. Other Related Entities
17.  Hargrove & Linden CPAs LLP — 1818 Market Street, Suite 1400, Philadelphia, PA 19103. WET's outside auditor; engagement partner: Dennis Linden.
18.  Covenant Trust National Bank — 200 South Broad Street, Philadelphia, PA 19102. WET's primary banking institution; relationship manager: Sandra Falk.
19.  Pinnacle Risk Underwriters, Inc. — 140 Broadway, 30th Floor, New York, NY 10005. WET's Employment Practices Liability Insurance ("EPLI") and Directors & Officers ("D&O") insurance carrier; claims contact: Gerald Marsden.
IV. CONFLICTS SEARCH RESULTS
A. Conflict Identified: Thornfield Academy of Sciences, Inc.
The conflicts search identified one matter requiring analysis: Calderwood & Harkness's prior representation of Thornfield Academy of Sciences, Inc. The details of that prior representation, the relationship between Thornfield and WET, and the resolution of the identified conflict are set forth below.
1. Nature of the Prior Representation.  Calderwood & Harkness's Wilmington office represented Thornfield Academy of Sciences, Inc. in a governance dispute before the Delaware Court of Chancery, captioned In re Thornfield Academy of Sciences, Inc., Case No. 2023-0847-SG. The firm's representation spanned the period from March 2023 through August 2024, at which time the matter was concluded with the entry of a consent order on August 9, 2024.
The lead partner on the Thornfield engagement was Conrad Ashworth, a partner in the firm's Corporate & Governance Practice Group, resident in the Wilmington office. The associate team assigned to the matter consisted of Lydia Chen and Marcos Rivera, both of whom were associates in the Wilmington office at the time of the engagement. Both Ms. Chen and Mr. Rivera have since departed the firm; Ms. Chen left Calderwood & Harkness in January 2025, and Mr. Rivera departed in September 2024.
The substance of the Thornfield representation involved the defense of Thornfield's incumbent board of directors against a dissident board faction that sought to replace certain board members and amend the organization's bylaws. The matter was resolved through a negotiated consent order that, among other things, established a revised board nomination process. The representation was strictly limited to corporate governance and fiduciary duty issues and did not involve employment law, labor relations, faculty matters, or any operational issues related to Thornfield's educational programming.
2. Relationship Between Thornfield and WET.  Thornfield Academy of Sciences, Inc. was formerly an affiliated charter school operator that shared a Joint Educational Services Agreement ("JESA") with Wyndmere Education Trust. The JESA was executed on September 1, 2018, and governed the shared administrative, curricular, and human resources services between the two organizations. Under the JESA, Thornfield operated as a semi-autonomous affiliate within the broader WET network, sharing certain back-office functions, professional development programs, and employee benefit plans.
Thornfield formally severed its affiliation with WET effective June 30, 2022, pursuant to the termination provisions of the JESA. The severance was driven by philosophical and strategic disagreements between Thornfield's leadership and WET's central administration regarding curricular direction and financial management. Following the severance, Thornfield became a fully independent charter school operator with no ongoing governance, financial, or operational ties to WET.
It is significant to note that Calderwood & Harkness's representation of Thornfield commenced in March 2023, approximately nine months after Thornfield had already severed its affiliation with WET on June 30, 2022. Accordingly, at the time of the Thornfield engagement, Thornfield was an independent entity and no longer a WET affiliate. The firm did not represent Thornfield at any time during which Thornfield was affiliated with or part of the WET network.
Notwithstanding the severance of the formal affiliation, Thornfield is now a potentially adverse party in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield at or around the time of the 2022 severance. Additionally, Thornfield is represented in employment disputes by Bracken, Lowe & Hartsfield LLP (lead partner: Victoria Bracken), which may serve as opposing counsel to Calderwood & Harkness in the underlying faculty restructuring litigation to the extent Thornfield's interests intersect with the matters at issue.
3. Assessment of Confidential Information.  On February 12, 2026, Conflicts Counsel conducted a detailed interview with Conrad Ashworth regarding the nature and scope of confidential information obtained during the firm's prior representation of Thornfield. The interview was conducted in person at the firm's Wilmington office and lasted approximately forty-five minutes.
During the interview, Mr. Ashworth confirmed the following:
(a) The Thornfield Chancery Court matter was a corporate governance dispute that was entirely unrelated to employment law, faculty matters, labor relations, or WET's operations.
(b) At no time during the Thornfield representation did Mr. Ashworth or any member of his team obtain, review, or have access to confidential information concerning WET, WET's employment practices, WET's financial operations, or WET's relationships with its employees, faculty, or affiliated unions.
(c) The confidential information obtained from Thornfield during the prior representation was limited to Thornfield's corporate governance documents (including bylaws, board minutes, and internal communications among board members), Thornfield's financial statements as relevant to the governance dispute, and privileged communications with Thornfield's officers and directors regarding the litigation strategy in the Chancery Court proceeding.
(d) No confidential information obtained during the Thornfield representation is material to, or could reasonably be expected to bear upon, the proposed WET engagement, which involves employment-law advisory work and litigation related to faculty restructuring — subject matter wholly distinct from the governance issues addressed in the Thornfield matter.
(e) Mr. Ashworth has had no substantive contact with any representative of Thornfield since the conclusion of the representation in August 2024.
Notes from the Ashworth interview are maintained in the conflicts file for Matter No. 1040-00001 and are attached hereto as Attachment B.
4. Written Waiver from Thornfield.  In addition to the foregoing analysis, the firm obtained a written waiver from Thornfield Academy of Sciences, Inc. Thornfield's in-house General Counsel, Seamus O'Halloran, provided a written waiver of any objection to Calderwood & Harkness's representation of WET in the proposed engagement. The waiver letter is dated January 28, 2026, and was addressed to Catherine Hargrave, General Counsel of Calderwood & Harkness LLP.
The waiver letter acknowledges the following:
(a) Thornfield Academy of Sciences, Inc. and Wyndmere Education Trust are no longer affiliated entities, the affiliation having terminated effective June 30, 2022.
(b) Calderwood & Harkness's prior engagement on behalf of Thornfield in the Chancery Court governance dispute (Case No. 2023-0847-SG) has concluded, with the matter having been resolved by consent order on August 9, 2024.
(c) Thornfield does not object to Calderwood & Harkness's representation of Wyndmere Education Trust in the employment-law advisory and litigation matters described in the firm's waiver request letter dated January 22, 2026.
(d) Thornfield provides this waiver after consultation with its own legal counsel and with full knowledge of the nature and scope of the proposed WET engagement.
A copy of the waiver letter from Mr. O'Halloran is maintained in the conflicts file for Matter No. 1040-00001 and is attached hereto as Attachment A.
5. Applicable Ethical Rules.  The relevant ethical framework for analyzing the identified conflict is set forth in the Delaware Lawyers' Rules of Professional Conduct, which govern the conduct of attorneys admitted in Delaware, including members of the proposed engagement team.
Rule 1.9 — Duties to Former Clients. Rule 1.9(a) 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. Rule 1.9(c) further provides that a lawyer who has formerly represented a client in a matter shall not thereafter use information relating to the representation to the disadvantage of the former client or reveal information relating to the representation except as the Rules would permit or require with respect to a client.
Analysis. The prior representation of Thornfield involved a corporate governance dispute before the Delaware Court of Chancery (Case No. 2023-0847-SG). The proposed WET engagement involves employment-law advisory work and litigation defense in connection with faculty restructuring, including a PERB unfair labor practice proceeding, multi-state compliance advisory, and defense of individual wrongful-termination claims. These matters are neither the same nor substantially related. The factual and legal issues in the two engagements are entirely distinct — one involves fiduciary duties and board governance, while the other involves labor relations, employment terminations, and statutory compliance. No overlapping facts, witnesses, or legal theories connect the two matters. Accordingly, Conflicts Counsel concludes that the proposed WET representation does not run afoul of Rule 1.9(a).
Furthermore, as confirmed by Conrad Ashworth in his interview of February 12, 2026, no confidential information obtained during the Thornfield representation is material to, or could be used in, the proposed WET engagement. There is therefore no risk of a violation of Rule 1.9(c).
Nevertheless, because Thornfield is potentially adverse to WET and the firm did previously represent Thornfield, the written waiver from Thornfield's General Counsel provides an additional and independent layer of protection beyond the Rule 1.9 analysis. The waiver constitutes informed consent, confirmed in writing, as contemplated by Rule 1.9(a).
Rule 1.10 — Imputation of Conflicts of Interest. Rule 1.10 provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm. Rule 1.10(a)(2) further permits an exception where the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom, and written notice is promptly given to any affected former client.
Analysis. As noted above, Conflicts Counsel does not believe that a disqualifying conflict exists under Rule 1.9, and the written waiver from Thornfield further resolves any arguable issue. However, as a matter of best practices and as a prophylactic measure to ensure the integrity of the firm's representation of WET, the firm recommends implementation of a formal ethical screen isolating Conrad Ashworth and the members of the former Thornfield engagement team from all aspects of the WET representation. This screen is described in detail in Section V below.
B. Clean Results — Veltrano Federation of Educators, Local 1147
The conflicts search returned no results indicating any prior or current representation of Veltrano Federation of Educators, Local 1147 by Calderwood & Harkness. Similarly, a search of the name Diane Kowalski, President of RFE Local 1147, returned no hits in the firm's conflicts database. Calderwood & Harkness has not previously represented RFE Local 1147 or any of its officers in any matter, and no member of the firm has identified any personal or professional relationship with the organization or its leadership that would give rise to a conflict of interest.
No conflicts identified.
C. Clean Results — Feinberg, Adler & Ross LLP
The conflicts search returned no results indicating any prior or current representation of Feinberg, Adler & Ross LLP or any of its attorneys by Calderwood & Harkness. A search of the name Rachel Feinberg, lead partner representing RFE Local 1147 in the PERB proceeding, also returned no hits. No member of the firm has identified any personal or professional relationship with Feinberg, Adler & Ross LLP or Ms. Feinberg that would give rise to a conflict of interest.
No conflicts identified.
D. Clean Results — Other Searched Parties
The remaining parties and entities submitted for the conflicts search returned the following results:
Bracken, Lowe & Hartsfield LLP. No current Calderwood & Harkness representations of Bracken, Lowe & Hartsfield LLP or its attorneys were identified. The firm notes that BLH serves as opposing counsel for Thornfield Academy of Sciences, Inc. in employment disputes and may appear as adverse counsel in the WET engagement. The fact that BLH is opposing counsel does not itself give rise to a conflict of interest; Calderwood & Harkness has no attorney-client relationship with BLH that would create such a conflict.
Victoria Bracken. No hits in the conflicts database.
Kessler & Montague LLP. No current or prior Calderwood & Harkness representations of Kessler & Montague LLP were identified. Kessler & Montague served as WET's prior outside employment counsel and is not a party to, or participant in, the proposed engagement. No conflict arises.
Arthur Kessler. No hits in the conflicts database.
Hargrove & Linden CPAs LLP / Dennis Linden. No hits in the conflicts database. Hargrove & Linden serves as WET's outside auditor and is not an adverse party in the proposed engagement.
Covenant Trust National Bank / Sandra Falk. The conflicts search confirmed that Calderwood & Harkness has an existing, unrelated representation of Covenant Trust National Bank ("CTNB") in commercial lending matters. This representation is discussed further in Section VI.B below. CTNB is WET's primary banking institution but is not an adverse party in the WET engagement. No conflict of interest is identified. A search of the name Sandra Falk, WET's relationship manager at CTNB, returned no additional hits.
Pinnacle Risk Underwriters, Inc. / Gerald Marsden. No hits in the conflicts database. Pinnacle serves as WET's EPLI and D&O carrier and is not an adverse party in the proposed engagement.
WET Officers and Directors — Dr. Eleanor Voss, Marcus Whitfield, Priya Anand-Desai, Tobias Engstrom. No hits in the conflicts database for any of the identified WET officers and directors.
Dr. Claudia Rennert (Executive Director, Thornfield Academy of Sciences, Inc.). No hits in the conflicts database beyond the identified prior representation of Thornfield discussed in Section IV.A above. Dr. Rennert was not individually a client of the firm.
No additional conflicts identified.
V. RECOMMENDED ETHICAL SCREEN
A. Screen Protocol
Although Conflicts Counsel has concluded that no disqualifying conflict exists under the applicable ethical rules, and notwithstanding the written waiver obtained from Thornfield's General Counsel, the firm recommends implementation of a formal ethical screen as a prophylactic measure to protect the interests of both WET and Thornfield and to ensure the integrity of Calderwood & Harkness's representation. The screen will isolate the following individuals from all aspects of the WET engagement:
1.  Conrad Ashworth — Partner, Corporate & Governance Practice Group, Wilmington office. Mr. Ashworth served as the lead partner on the firm's prior representation of Thornfield Academy of Sciences, Inc. in the Delaware Chancery Court governance dispute (Case No. 2023-0847-SG).
2.  Lydia Chen — Former Associate, Wilmington office. Ms. Chen served as an associate on the Thornfield engagement and departed the firm in January 2025. The screen is noted for completeness and will be applied in the event of any future return to the firm by Ms. Chen or any request for consultation with her regarding this or related matters.
3.  Marcos Rivera — Former Associate, Wilmington office. Mr. Rivera served as an associate on the Thornfield engagement and departed the firm in September 2024. The screen is noted for the same reasons as for Ms. Chen.
B. Specific Screen Measures
The following specific measures will be implemented to effectuate the ethical screen:
(a) File and Document Access. Conrad Ashworth and the other screened individuals shall be prohibited from accessing any files, documents, communications, billing entries, or other materials related to the WET engagement (Matter No. 1040-00001, Client No. C-88214). This prohibition extends to both physical and electronic files.
(b) Communications. The screened individuals shall be excluded from any meetings, conference calls, email chains, internal memoranda, or other communications of any kind concerning the WET engagement, including but not limited to discussions of strategy, factual developments, legal research, or settlement considerations.
(c) Electronic Access Controls. The firm's Chief Information Security Officer, Patricia Hwang, shall implement system-level access controls within the firm's document management system to ensure that the screened individuals cannot access electronic files, email folders, or billing records associated with Matter No. 1040-00001 and Client No. C-88214. A formal request for implementation of these access controls will be submitted to Ms. Hwang concurrently with the distribution of this memorandum.
(d) Fee Apportionment. No fees attributable to the WET matter shall be shared with or credited to Conrad Ashworth, to the extent applicable under the firm's compensation and partner allocation system.
(e) Written Acknowledgment. A written acknowledgment shall be obtained from Conrad Ashworth confirming that he has been informed of the ethical screen, understands its scope and requirements, and agrees to comply with all screen measures for the duration of the WET engagement. This acknowledgment shall be maintained in the conflicts file for Matter No. 1040-00001.
(f) Duration. The ethical screen shall remain in effect for the entire duration of Calderwood & Harkness's representation of Wyndmere Education Trust in connection with Matter No. 1040-00001, including any subsequent or related matters opened under the same client number, unless the screen is modified or terminated by Conflicts Counsel in consultation with the firm's General Counsel.
C. Distribution of Screen Memorandum
A separate Ethical Screen Memorandum will be prepared and distributed concurrently with this Conflicts Clearance Memorandum to the following individuals:
•  Catherine Hargrave, General Counsel, Calderwood & Harkness LLP
•  Raymond Chu, Director of New Business Intake
•  Patricia Hwang, Chief Information Security Officer (for implementation of electronic access restrictions)
•  Miriam Calloway, Responsible Partner
•  Joel Strauss, Billing Partner
•  Nadia Petrov, Lead Associate
•  James Underwood, Working Associate
•  Conrad Ashworth (for acknowledgment and compliance)
The Ethical Screen Memorandum is attached hereto as Attachment D.
VI. ADDITIONAL CONSIDERATIONS
A. Insurance Coordination
WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The policy details are as follows:
It is possible that Pinnacle may appoint panel counsel if coverage is confirmed for the PERB proceeding, for the individual wrongful-termination claims, or for both. If Pinnacle designates panel counsel at any point during the engagement, a supplemental conflicts check must be conducted on the appointed panel counsel and their firm to ensure that no new conflicts are created by the involvement of that additional law firm.
Additionally, WET maintains a Directors & Officers ("D&O") liability policy, also issued by Pinnacle Risk Underwriters, Inc. (Policy No. PRU-DNO-2025-44871), with a $10 million per-claim limit. The D&O policy may be implicated if any individual claims are asserted against WET's officers or directors in connection with the faculty restructuring decisions. No conflicts issue is anticipated in connection with the D&O policy, but this is noted for completeness and for the engagement team's awareness in advising the client on insurance-related matters.
B. Covenant Trust National Bank
As noted in Section IV.D above, Calderwood & Harkness has an existing, unrelated representation of Covenant Trust National Bank ("CTNB") in commercial lending matters. CTNB is WET's primary banking institution and holds an $18.5 million revolving credit facility extended to WET. CTNB is not an adverse party in the WET engagement, and no conflict of interest exists between the firm's representation of CTNB in unrelated commercial lending matters and the proposed representation of WET in employment-law matters.
However, the engagement team should be aware that WET's loan covenants with CTNB may require notification of material litigation. The filing of the PERB unfair labor practice charge and any subsequent individual wrongful-termination claims may constitute "material litigation" within the meaning of the applicable covenant provisions. WET's General Counsel, Priya Anand-Desai, should be advised to review the credit facility agreement and to make any required notifications to CTNB in a timely manner. This is a client advisory matter and does not raise a conflicts issue, but it is noted here given the firm's concurrent relationship with CTNB.
C. Ongoing Monitoring
Conflicts Counsel will continue to monitor the WET engagement for newly arising conflicts as the representation proceeds. In particular, Conflicts Counsel will conduct supplemental conflicts checks in the event that any of the following circumstances arise:
(a) New Individual Claimants. As new individual claimants are identified and retain counsel in connection with the faculty restructuring, supplemental conflicts checks will be run on each new claimant and their counsel to ensure that no conflicts exist.
(b) Thornfield as a Direct Party. If Thornfield Academy of Sciences, Inc. becomes a direct party to any proceeding in which Calderwood & Harkness represents WET — as opposed to merely a potentially adverse party — a reassessment of the conflict analysis will be conducted to determine whether additional measures are warranted beyond the current ethical screen and waiver.
(c) Pinnacle Panel Counsel. If Pinnacle Risk Underwriters, Inc. designates panel counsel in connection with any covered claim, a supplemental conflicts check will be conducted on the designated counsel and their firm.
(d) Additional Affiliated Entities or Counterparties. If additional affiliated entities, counterparties, or other interested parties emerge during the course of the representation that were not identified at the time of the initial conflicts search, supplemental checks will be conducted as appropriate.
The engagement team is requested to promptly notify Conflicts Counsel of any developments that may trigger the need for supplemental conflicts searches, including but not limited to the identification of new adverse parties, the retention of additional counsel by adverse parties, or any changes in the relationships among the parties described in this memorandum.
VII. CONCLUSION AND CLEARANCE DETERMINATION
Based on the foregoing analysis, the conflicts clearance review for the proposed engagement of Wyndmere Education Trust (Client No. C-88214, Matter No. 1040-00001) is COMPLETE.
One conflict was identified — the prior representation of Thornfield Academy of Sciences, Inc. by Conrad Ashworth and his team in connection with a Delaware Chancery Court governance dispute (Case No. 2023-0847-SG). This conflict has been resolved through the following measures:
(a) Confirmation by Conrad Ashworth that no material confidential information obtained during the Thornfield representation is relevant to or could be used in the proposed WET engagement, as documented in the interview conducted on February 12, 2026.
(b) Written waiver from Thornfield's General Counsel, Seamus O'Halloran, dated January 28, 2026, in which Thornfield expressly consents to Calderwood & Harkness's representation of WET in the described employment-law matters.
(c) Implementation of a formal ethical screen isolating Conrad Ashworth and former associates Lydia Chen and Marcos Rivera from all aspects of the WET engagement, as detailed in Section V of this memorandum.
All other searched parties returned clean results, including Veltrano Federation of Educators, Local 1147; Feinberg, Adler & Ross LLP; Bracken, Lowe & Hartsfield LLP; Kessler & Montague LLP; Hargrove & Linden CPAs LLP; Covenant Trust National Bank; Pinnacle Risk Underwriters, Inc.; and all individual officers, directors, and counsel identified in the conflicts search.
The engagement is cleared to proceed, subject to the implementation and documentation of the ethical screen described in Section V of this memorandum, including the execution of written acknowledgments and the implementation of electronic access controls.
Conflicts Counsel is available to discuss any questions regarding this memorandum or the underlying conflicts analysis at any time.
VIII. SIGNATURE
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Marchetti
Title: Conflicts Counsel
Date: February 14, 2026
IX. ATTACHMENTS
The following documents are attached to this memorandum and maintained in the conflicts file for Matter No. 1040-00001:
Attachment A: Thornfield Conflict Waiver Letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026.
Attachment B: Interview Notes — Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office, dated February 12, 2026.
Attachment C: Conflicts Database Search Results — Full printout of all search queries and results from the C&H conflicts management system, dated February 10, 2026, and supplemental searches dated February 12, 2026.
Attachment D: Ethical Screen Memorandum — To be circulated concurrently with this memorandum to all individuals identified in Section V.C.
X. DISTRIBUTION
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals to whom it is addressed and should not be disclosed to any third party without the prior written consent of the General Counsel of Calderwood & Harkness LLP.
Field | Detail
Full Legal Name | Wyndmere Education Trust
Entity Type | Delaware nonprofit corporation, tax-exempt under IRC § 501(c)(3)
EIN | 84-3291076
Headquarters | 1400 Brandywine Boulevard, Suite 300, Wilmington, DE 19801
Year Founded | 2009
Mission | Operates a network of twelve public charter schools across Delaware, Pennsylvania, and New Jersey serving approximately 8,400 K–12 students
Annual Operating Budget (FY2025) | $112.4 million
Board Chair | Dr. Eleanor Voss, Ed.D.
President & CEO | Marcus Whitfield
General Counsel | Priya Anand-Desai
Chief Human Resources Officer | Tobias Engstrom
Policy Detail | Information
Carrier | Pinnacle Risk Underwriters, Inc.
Policy Number | PRU-EPLI-2025-44872
Per Claim Limit | $5,000,000
Aggregate Limit | $10,000,000
Retention per Claim | $150,000
Claims Contact | Gerald Marsden
Recipient | Role | Copy Type
Raymond Chu | Director of New Business Intake | Original
Miriam Calloway | Responsible Partner | Original
Catherine Hargrave | General Counsel, Calderwood & Harkness LLP | Original
Joel Strauss | Billing Partner | cc (for information)