“JetBlue Winds Down Relationship With New CEO’s Former Law Firm” —

• “The longstanding association between Holland & Knight and JetBlue Airways Corp. is tapering down as Joanna Geraghty, who is married to the law firm’s current head of litigation, takes over as the airline’s new chief executive officer.”
• “JetBlue, which recently paid a $69 million termination fee to Spirit Airlines Inc. after a federal judge scuttled its $3.8 billion bid for the budget carrier, remains a client of Holland & Knight, but the latter is getting closer to being left at the gate.”
• “A source at Holland & Knight verified that the work the firm has done for JetBlue has been ‘declining year-over-year’ for at least 10 years, so much so that it no longer merits a standard potential conflict of interest disclosure. A spokesman for the airline confirmed it remains a Holland & Knight client. Both parties claim they have crafted protocols to avoid conflicts.”
• “Publicly traded companies in the US must detail certain ‘related party’ transactions, such as if a vendor or business partner is related to a company’s board member or a senior executive, according to securities rules. Companies and their boards also enjoy some latitude in what they consider ‘material’ information that must be disclosed to shareholders.”
• “JetBlue first began disclosing what it paid Holland & Knight in fiscal 2018, the first year in which Geraghty was listed as one of its six highest-paid executives. JetBlue’s most recent proxy statement filed March 22 did not include what Holland & Knight received from it in legal fees during fiscal 2023.”
• “From 2018 to 2022, Holland & Knight’s JetBlue work ranged from between .0025% to .18% of its annual revenue, billables that roughly add up to several million dollars. Holland & Knight’s gross revenue broke the $1 billion mark in 2020 and last year neared $2 billion, per reporting by The American Lawyer.”
• “In its 2022 proxy, JetBlue stated that Geraghty—then its president and chief operating officer—is married to a Holland & Knight partner. Multiple lawyers at Holland & Knight, including Geraghty’s husband, litigation section leader Christopher Kelly, have performed ‘various legal services for many years,’ JetBlue said. The New York-based company said its relationship with Holland & Knight predated Geraghty coming aboard in 2005.”
• “JetBlue said in its 2022 proxy that ‘Geraghty’s spouse did not have a material interest’ in Holland & Knight’s relationship with JetBlue as ‘he was no longer involved in providing or supervising services’ that the firm did for the airline.”
• “Kelly also didn’t receive direct compensation from fees paid by JetBlue to Holland & Knight in recent years, according to disclosures by the airline.”
• “Holland & Knight had a role on more than 20% of cases involving JetBlue in US federal courts since 2007, according to Bloomberg Law data. Kelly and others represented the company in disputes with passengers and labor-related affairs. Within the last decade, however, Holland & Knight’s work for JetBlue has tapered off as Geraghty’s duties expanded. Bloomberg Law records show that the firm’s handled only two federal court cases for JetBlue in the past five years.”

“MA Ethics Opinion 2024-1: Nonprofit organization + Estate planning” —

• “When a Client asks a Lawyer to draft an estate plan that includes a testamentary gift to a non-profit organization for which the Lawyer serves as an officer or board member, the Lawyer’s relationship with the non-profit creates a conflict of interest necessitating the Client’s informed consent, confirmed in writing, before the Lawyer may proceed. In obtaining the Client’s informed consent, the Lawyer should advise the Client of the enhanced risk that an undue influence claim based on the Lawyer’s relationship with the non-profit may be asserted.”
  ““An estate planning Lawyer is the President of a small non-profit social service agency with limited financial means. The non-profit is not a client of the Lawyer or of the Lawyer’s firm. One of the Lawyer’s clients asked the Lawyer to draft an estate planning document that includes a substantial testamentary gift to the non-profit.”
  “The Lawyer’s role as President of a non-profit organization creates a conflict of interest when working with a Client who wishes to make or alter testamentary gifts to the non-profit. As President, the Lawyer has a personal interest in the non-profit’s success, which is at least partially dependent on charitable gifts to the non-profit. Since the non-profit has limited means and the proposed gift is substantial, there is a significant risk that the Lawyer’s personal interest will influence the Lawyer’s advice regarding the Client’s estate plan.”
  “In this case, the Lawyer has an attorney-client relationship with the Client who intends to make a gift, but not with the non-profit. Accordingly, before going forward with drafting the estate planning document, the Lawyer should fully inform the Client of the potential conflict of interest and obtain the Client’s informed consent confirmed in writing as required by Rule 1.7(b)(4).”
  “Even though the Committee believes that the conflict is consentable, the Lawyer should proceed cautiously. The preparation of an instrument benefitting the non-profit by one of its officers or board members could create the appearance of undue influence, which is one of the grounds on which a will may be contested by a decedent’s heirs or the devisees under a prior will.”
  “Accordingly, in seeking the Client’s informed consent, the Lawyer should point out to the Client that the Client’s testamentary wishes would be less susceptible to a challenge if the Client’s will were prepared by an independent lawyer.”

“NCAA removes game official at halftime because of background conflict” —

• “The NCAA changed one of the officials at the half of the Chattanooga-N.C. State game Saturday because of a background conflict.”
• “‘There was a switch of game officials at halftime of the Chattanooga-N.C. State first-round game because it was learned after the game had started that Umpire 2 Tommi Paris had a background conflict that, if known, would prevent her from working that assigned game,’ the NCAA said in a statement after an inquiry from The Associated Press.”
• “An online profile for Paris says that she received a master’s degree from Chattanooga. The NCAA asks all officials who are being considered for the NCAA Tournament to disclose school affiliations to avoid potential conflicts. In this case, it wasn’t disclosed.”