WASHINGTON (New York Post) — The Florida federal magistrate judge who signed off on a search warrant authorizing the FBI raid of former President Donald Trump’s Mar-a-Lago resort left the local US Attorney’s office more than a decade ago to rep employees of convicted pedophile Jeffrey Epstein who had received immunity in the long-running sex-trafficking investigation of the financier.
Sources tell The Post that Judge Bruce Reinhart approved the warrant that enabled federal agents to converge on the palatial South Florida estate on Monday in what Trump called an “unannounced raid on my home.”
Reinhart was elevated to magistrate judge in March 2018 after 10 years in private practice. That November, the Miami Herald reported that he had represented several of Epstein’s employees — including, by Reinhart’s own admission to the outlet, Epstein’s pilots; his scheduler, Sarah Kellen; and Nadia Marcinkova, who Epstein once reportedly described as his “Yugoslavian sex slave.”
Kellen and Marcinkova were among Epstein’s lieutenants who were granted immunity as part of a controversial 2007 deal with federal prosecutors that allowed the pervert to plead guilty to state charges rather than federal crimes. Epstein wound up serving just 13 months in county jail and was granted work release.
According to the outlet, Reinhart resigned from the South Florida US Attorney’s Office effective on New Year’s Day 2008 and went to work for Epstein’s cohorts the following day. Epstein, who was found dead in August 2019 of an apparent suicide in the Manhattan Correctional Center while awaiting trial on federal sex-trafficking charges, had hired a stable of high-powered lawyers, including former independent counsel Kenneth Starr.
Reinhart was later named in a civil lawsuit that accused him of violating Justice Department policies by switching sides in the middle of the Epstein investigation, suggesting he had used inside information about the probe to build favor with the notorious defendant, the Herald reported in 2018.
In a 2011 affidavit, Reinhart denied he had done anything improper and insisted that since he was not involved in the federal investigation of Epstein, he was not privy to inside information about the case.
However, in a 2013 court filing, Reinhart’s former colleagues contradicted him, saying that he had “learned confidential, non-public information about the Epstein matter.” Reinhart noted to the Herald in response that a complaint filed against him by a lawyer for Epstein’s victims had been dismissed by the Justice Department.
In his 12 years as a federal prosecutor, according to his official biography, Reinhart “managed a docket that covered the full spectrum of federal crimes, including narcotics, violent crimes, public corruption, financial frauds, child pornography and immigration.”
Reinhart is one of three federal magistrate judges in the West Palm Beach offices of the US District Court for the Southern District Court of Florida, along with William Matthewman and Ryon McCabe.
Two recent warrant applications were assigned to Reinhart and entered into the court system on Monday, the Miami Herald reported, but those warrants and information about who they targeted remain sealed. Records show another warrant was issued by Reinhart on Friday, but its contents were also sealed.
Trump confirmed media reports of a raid at his Florida resort on Monday evening, saying Mar-a-Lago was “under siege, raided, and occupied by a large group of FBI agents.”
The agents were reportedly searching the seaside property for boxes of classified documents Trump allegedly brought to the ritzy resort after he left the White House in January 2021, which would be a violation of federal record-keeping laws.
The National Archives and Records Administration said in February that it found classified documents in 15 boxes at Mar-a-Lago and alerted the FBI.
The removal of classified documents to unauthorized locations is banned under federal law, although Trump had wide powers when he was president to declassify documents.
The raid on Mar-a-Lago comes amid the House select committee’s continuing investigation into Trump’s role in the Jan. 6, 2021, attack on the US Capitol as Congress met to certify the 2020 presidential election results.
A federal grand jury is also investigating the riot and Trump’s efforts to overturn the 2020 election.
AUSTIN (AP)— A Texas jury on Thursday ordered conspiracy theorist Alex Jones to pay more than $4 million in compensatory damages to the parents of a 6-year-old boy who was killed in the Sandy Hook Elementary School massacre, marking the first time the Infowars host has been held financially liable for repeatedly claiming the deadliest school shooting in U.S. history was a hoax.
The Austin jury must still decide how much the Infowars host must pay in punitive damages to Neil Heslin and Scarlett Lewis, whose son Jesse Lewis was among the 20 children and six educators who were killed in the 2012 attack in Newtown, Connecticut.
The parents had sought at least $150 million in compensation for defamation and intentional infliction of emotional distress. Jones’ attorney asked the jury to limit damages to $8 — one dollar for each of the compensation charges they are considering — and Jones himself said any award over $2 million “would sink us.”
It likely won’t be the last judgment against Jones — who was not in the courtroom — over his claims that the attack was staged in the interests of increasing gun controls. A Connecticut judge has ruled against him in a similar lawsuit brought by other victims’ families and an FBI agent who worked on the case.
Outside the courthouse Thursday, the plaintiffs’ attorney Mark Bankston insisted that the $4.11 million amount wasn’t a disappointment, noting it was only part of the damages Jones will have to pay.
The jury returns Friday to hear more evidence about Jones and his company’s finances.
“We aren’t done folks,” Bankston said. “We knew coming into this case it was necessary to shoot for the moon to get to understand we were serious and passionate. After tomorrow, he’s going to owe a lot more.”
The total amount awarded in this case could set a marker for the other lawsuits against Jones and underlines the financial threat he’s facing. It also raises new questions about the ability of Infowars — which has been banned from YouTube, Spotify and Twitter for hate speech — to continue operating, although the company’s finances remain unclear.
Jones, who has portrayed the lawsuit as an attack on his First Amendment rights, conceded during the trial that the attack was “100% real” and that he was wrong to have lied about it. But Heslin and Lewis told jurors that an apology wouldn’t suffice and called on them to make Jones pay for the years of suffering he has put them and other Sandy Hook families through.
The parents testified Tuesday about how they’ve endured a decade of trauma, inflicted first by the murder of their son and what followed: gun shots fired at a home, online and phone threats, and harassment on the street by strangers. They said the threats and harassment were all fueled by Jones and his conspiracy theory spread to his followers via his website Infowars.
A forensic psychiatrist testified that the parents suffer from “complex post-traumatic stress disorder” inflicted by ongoing trauma, similar to what might be experienced by a soldier at war or a child abuse victim.
At one point in her testimony, Lewis looked directly at Jones, who was sitting barely 10 feet away.
“It seems so incredible to me that we have to do this — that we have to implore you, to punish you — to get you to stop lying,” Lewis told Jones.
Jones was the only witness to testify in his defense. And he came under withering attack from the plaintiffs attorneys under cross-examination, as they reviewed Jones’ own video claims about Sandy Hook over the years, and accused him of lying and trying to hide evidence, including text messages and emails about the attack. It also included internal emails sent by an Infowars employee that said “this Sandy Hook stuff is killing us.”
At one point, Jones was told that his attorneys had mistakenly sent Bankston the last two years’ worth of texts from Jones’ cellphone. Bankston said in court Thursday that the U.S. House Jan. 6 committee investigating the 2021 attack on the U.S. Capitol has requested the records and that he intends to comply.
And shortly after Jones declared “I don’t use email,” Jones was shown one that came from his address, and another one from an Infowars business officer telling Jones that the company had earned $800,000 gross in selling its products in a single day, which would amount to nearly $300 million in a year.
Jones’ media company Free Speech Systems, which is Infowars’ parent company, filed for bankruptcy during the two-week trial.
The Associated Press’s Jim Vertuno contributed to the contents of this report.
SAN FRANCISCO (The Hill)– Twitter has hired a large New York-based law firm as it prepares to sue Tesla and SpaceX CEO Elon Musk after he scrapped a deal to purchase the social media company last week.
Twitter will file its lawsuit in Delaware next week, according to Bloomberg, which cited people familiar with the matter. Musk is being represented by the law firm Quinn Emanuel Urquhart & Sullivan.
The Hill has reached out to Twitter as well as both law firms for comment.
Musk, who bought up a roughly nine percent stake in Twitter before moving to purchase the company earlier this year, abandoned the deal ostensibly because company officials failed to provide accurate and comprehensive information on “fake or spam” accounts.
After news of the deal was reported, Twitter shares fell five percent while Tesla shares climbed more than two percent. Twitter board chair Bret Taylor said the company would take Musk to court in order to force the completion of the sale.
Musk, with his more than 100 million followers, initially expressed excitement about championing free speech on the platform when news of his takeover bid first emerged, but he quickly pivoted to raising concern over how many bots are on the platform.
But his motives have been called into question by some experts who have pointed out the proliferation of spam accounts on Twitter have been public knowledge for years, well before his takeover bid.
Twitter also said it provided detailed information to Musk on the bots; removes around 1 million spam accounts a day; and insists that the number of active bot accounts on the platform remains below five percent.
In Delaware, the corporate home for many public companies, the Chancery Court often rules on mergers and other business disputes without a jury.
The Hill’s Brad Dress Contributed to the Contents of this Report.
EX-99.P 2 tm2220599d1_ex99-p.htm EXHIBIT 99.P
Skadden, Arps, Slate, Meagher & Flom llp
525 UNIVERSITY AVENUE
PALO ALTO, CALIFORNIA 94301
TEL: (650) 470-4500
FAX: (650) 470-4570
July 8, 2022
1355 Market Street, Suite 900
San Francisco, CA 94103
Attn: Vijaya Gadde, Chief Legal Officer
Dear Ms. Gadde:
We refer to (i) the Agreement and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. and Twitter, Inc. dated as of April 25, 2022 (the “Merger Agreement”) and (ii) our letter to you dated as of June 6, 2022 (the “June 6 Letter”). As further described below, Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement).
While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations. For nearly two months, Mr. Musk has sought the data and information necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform” (our letter to you dated May 25, 2022 (the “May 25 Letter”)). This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business. Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information.
Mr. Musk and his financial advisors at Morgan Stanley have been requesting critical information from Twitter as far back as May 9, 2022—and repeatedly since then—on the relationship between Twitter’s disclosed mDAU figures and the prevalence of false or spam accounts on the platform. If there were ever any doubt as to the nature of these information requests, the May 25 Letter made clear that Mr. Musk’s goal was to understand how many of Twitter’s claimed mDAUs were, in fact, fake or spam accounts. That letter noted that “Items 1.03 to 1.13 of the diligence request list contain high-priority requests for enterprise data and other information intended to enable Mr. Musk and his advisors to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform…” The letter then provided Twitter with a detailed list of requests to this effect.
Since then, Mr. Musk has provided numerous additional follow-up requests, all aimed at filling the gaps in the incomplete information that Twitter provided in response to his broad requests for information relating to Twitter’s reported mDAU counts and reported estimates of false and spam accounts.1 For example, in our letter to you dated June 29, 2022 (the “June 29 Letter”), we referenced Mr. Musk’s request in the May 25 Letter for “information that would allow him ‘to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.’” Because Twitter, by its own admission, provided only incomplete data that was not sufficient to perform such an independent assessment,2 the June 29 Letter “endeavored to be even more specific, and to reduce the burden of the [original] request,” by identifying a specific subset of high priority information, responsive to Mr. Musk’s prior requests, for Twitter to immediately make available.
1 Mr. Musk sought the same information in letters dated June 6, 2022, June 17, 2022, and June 29, 2022. In each of these letters, Mr. Musk referenced his information rights under Section 6.4 of the Merger Agreement. Twitter has thus been on notice of the information sought by Mr. Musk—and the contractual bases for these requests—for two months. For the past month, Mr. Musk has been clear that he views Twitter’s non-responsiveness as a material breach of the Merger Agreement giving him the right to terminate the Merger Agreement if uncured. See June 6, 2022 (explaining that Twitter was “refusing to comply with its obligations under the Merger Agreement”). Thus, Mr. Musk has been clear about his requests, his right to seek such information, and his view regarding Twitter’s material breach of the Merger Agreement.
2 See your letter to us dated June 20, 2022 (noting that the information Twitter was agreeing to provide was “insufficient to perform the spam analysis that [Mr. Musk] purport[s] to wish to do.”).
Notwithstanding these repeated requests over the past two months, Twitter has still failed to provide much of the data and information responsive to Mr. Musk’s repeated requests, including, but not limited to:
- Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. Twitter has still not provided much of the information specifically requested by Mr. Musk in Sections 1.01-1.03 of the May 19 diligence request list that is necessary for him to make an assessment of the prevalence of false or spam accounts on its website. As recently as the June 29 Letter, Mr. Musk reiterated this long-standing request for information related to Twitter’s sampling process for detecting fake accounts. The June 29 Letter identified specific data necessary to enable Mr. Musk to independently verify Twitter’s representations regarding the number of mDAU on its platform—including, but not limited to (1) daily global mDAU data since October 1, 2020; (2) information regarding the sampling population for mDAU, including whether the mDAU population used for auditing spam and false accounts is the same mDAU population used for quarterly reporting; (3) outputs of each step of the sampling process for each day during the weeks of January 30, 2022 and June 19, 2022; (4) documentation or other guidance provided to contractor agents used for auditing mDAU samples; (5) information regarding the user interface of Twitter’s ADAP tool and any internal tools used by the contractor agents; and (6) mDAU audit sampling information, including anonymized information identifying the contractor agents and Quality Analyst that reviewed each sampled account, the designation given by each contractor agent and Quality Analyst, and the current status of any accounts labelled “compromised.” A subsequent request along these lines should not have been necessary, as this information should have been provided in response to Mr. Musk’s original diligence request. Yet, to date, Twitter has not provided any of this information.
- Information related to Twitter’s process for identifying and suspending spam and fake accounts. In addition to information regarding Twitter’s mDAU audits, the June 29 Letter also reiterated requests for data specifically identified in Sections 1.04-1.05 of the May 19 diligence request list regarding Twitter’s methodology and performance data relating to identification and suspension of spam and false accounts, including, but not limited to, information regarding account suspensions, including information sufficient to identify daily numbers of account suspensions since October 2020 and numbers of account suspensions for each of Twitter’s internal reasons for suspension. In addition, during the June 30, 2022 call, Twitter’s representatives indicated for the first time that the workflow and processes for detecting spam and false accounts in the mDAU population is different and separate from the workflow and processes for identifying and suspending accounts in violation of Twitter’s policies. On that call, Twitter indicated that it would not be willing to provide information regarding the methodologies employed to identify and suspend such accounts. 3
- Daily measures of mDAU for the past eight (8) quarters. On June 17, 2022 (the “June 17 Letter”) Mr. Musk reiterated his request for “access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam account.” To that end, Mr. Musk requested that Twitter provide “daily measures of mDAU for the previous eight quarters, and through the present.” This information is derivative of the information Mr. Musk first sought in Sections 1.01-1.03 of the May 19 diligence request list. Although Twitter has provided certain summary data regarding the mDAU calculations, Twitter has not provided the complete daily measures as requested.
- Board materials related to Twitter’s mDAU calculations. In the June 17 Letter, Mr. Musk requested a variety of board materials and communications related to Twitter’s mDAU metric, its calculation of the number of spam and false accounts, its disclosure of the mDAU metric, and the company’s disclosure of the number of spam accounts on the platform. Twitter has provided an incomplete data set in response to this request, and has not provided information sufficient to enable Mr. Musk to make an independent assessment of Twitter’s board and management’s understanding of its mDAU metric.
- Materials related to Twitter’s financial condition. Mr. Musk is entitled, under Section 6.4 of the Merger Agreement to “all information concerning the business … of the Company … for any reasonable business purpose related to the consummation of the transactions” and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction. To that end, Mr. Musk requested on June 17 a variety of board materials, including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion. Twitter has provided only a pdf copy of Goldman Sachs’ final Board presentation. 4
In short, Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests.
While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time.
Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time.
Based on the foregoing refusal to provide information that Mr. Musk has been requesting since May 9, 2022, Twitter is in breach of Sections 6.4 and 6.11 of the Merger Agreement.
Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.
As Twitter has been on notice of its breach since at least June 6, 2022, any cure period afforded to Twitter under the Merger Agreement has now lapsed. Accordingly, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof.
In addition to the foregoing, Twitter is in breach of the Merger Agreement because the Merger Agreement appears to contain materially inaccurate representations. Specifically, in the Merger Agreement, Twitter represented that no documents that Twitter filed with the U.S. Securities and Exchange Commission since January 1, 2022, included any “untrue statement of a material fact” (Section 4.6(a)). Twitter has repeatedly made statements in such filings regarding the portion of its mDAUs that are false or spam, including statements that: “We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter,” and “After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.” Mr. Musk relied on this representation in the Merger Agreement (and Twitter’s numerous public statements regarding false and spam accounts in its publicly filed SEC documents) when agreeing to enter into the Merger Agreement. Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false.
Although Twitter has not yet provided complete information to Mr. Musk that would enable him to do a complete and comprehensive review of spam and fake accounts on Twitter’s platform, he has been able to partially and preliminarily analyze the accuracy of Twitter’s disclosure regarding its mDAU. While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading. First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%. Second, Twitter’s disclosure that it ceases to count fake or spam users in its mDAU when it determines that those users are fake appears to be false. Instead, we understand, based on Twitter’s representations during a June 30, 2022 call with us, that Twitter includes accounts that have been suspended—and thus are known to be fake or spam—in its quarterly mDAU count even when it is aware that the suspended accounts were included in mDAU for that quarter. Last, Twitter has represented that it is “continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU…” But, Twitter’s process for calculating its mDAU, and the percentage of mDAU comprised of non-monetizable spam accounts, appears to be arbitrary and ad hoc. Disclosing that Twitter has a reasoned process for calculating mDAU when the opposite is true would be false and misleading.
Twitter’s representation in the Merger Agreement regarding the accuracy of its SEC disclosures relating to false and spam accounts may have also caused, or is reasonably likely to result in, a Company Material Adverse Effect, which may form an additional basis for terminating the Merger Agreement. While Mr. Musk and his advisors continue to investigate the exact nature and extent of this event, Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings. Twitter’s true mDAU count is a key component of the company’s business, given that approximately 90% of its revenue comes from advertisements. For this reason, to the extent that Twitter has underrepresented the number of false or spam accounts on its platform, that may constitute a Company Material Adverse Effect under Section 7.2(b)(i) of the Merger Agreement. Mr. Musk is also examining the company’s recent financial performance and revised outlook, and is considering whether the company’s declining business prospects and financial outlook constitute a Company Material Adverse Effect giving Mr. Musk a separate and distinct basis for terminating the Merger Agreement.
Finally, Twitter also did not comply with its obligations under Section 6.1 of the Merger Agreement to seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and “preserve substantially intact the material components of its current business organization.” Twitter’s conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Moreover, three executives have resigned from Twitter since the Merger Agreement was signed: the Head of Data Science, the Vice President of Twitter Service, and a Vice President of Product Management for Health, Conversation, and Growth. The Company has not received Parent’s consent for changes in the conduct of its business, including for the specific changes listed above. The Company’s actions therefore constitute a material breach of Section 6.1 of the Merger Agreement.
Accordingly, for all of these reasons, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof.
Sincerely, /s/ Mike Ringler Mike Ringler Skadden, Arps, Slate, Meagher & Flom LLP
Katherine A. Martin, Wilson Sonsini Goodrich & Rosati, Professional Corporation
Martin W. Korman, Wilson Sonsini Goodrich & Rosati, Professional Corporation
Douglas K. Schnell, Wilson Sonsini Goodrich & Rosati, Professional Corporation
Remi P Korenblit, Wilson Sonsini Goodrich & Rosati, Professional Corporation
Alan Klein, Simpson Thacher & Bartlett LLP
Anthony F. Vernace, Simpson Thacher & Bartlett LLP
Katherine M. Krause, Simpson Thacher & Bartlett LLP
Alex Spiro, Quinn Emanuel Urquhart & Sullivan, LLP
Andrew Rossman, Quinn Emanuel Urquhart & Sullivan, LLP