Individual Denies Acting Unlawfully in Conservation Easement Scheme

UNITED STATES,
Plaintiff,
v.
NANCY ZAK, et al.,
Defendants.

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

DEFENDANT NANCY ZAK'S ANSWER

Defendant Nancy Zak denies the allegations in the Complaint. The Complaint attempts to paint a picture of conservation easements that significantly diminishes their value and importance. Conservation easements protect America's irreplaceable land resources by permanently prohibiting the future development of property. Congress, through Section 170(h) of the Internal Revenue Code, authorized a federal income tax deduction for the charitable contribution of a conservation easement, and this deduction has enjoyed decades of bipartisan support. Congress thus codified a public policy decision in favor of conserving lands and preserving natural resources, and did so notwithstanding that such a policy would reduce tax collections.

The basis for plaintiff's claims appears to be that defendants acted in ways that the IRS disagrees with, not that the defendants violated established legal standards. The IRS's misguided opposition to this important tax incentive — an incentive that promotes crucial conservation efforts, including combating climate change — cannot properly form the basis of a civil suit against Ms. Zak. Accordingly, in response to the allegations in the separately numbered paragraphs of the Complaint, Ms. Zak responds as follows:

NATURE OF THE ACTION

1. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.¹

2. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

3. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

4. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

5. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she has helped individuals and partnerships conserve and protect irreplaceable land resources through the use of conservation easements. Ms. Zak denies the figures and amounts attributed to her in Paragraph 5. Ms. Zak lacks information or knowledge sufficient to form a belief as to the figures and amounts attributed to the other defendants. Paragraph 5 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 5, to the extent it contains further allegations to which a response is required.

6. Ms. Zak denies that she acted unlawfully or improperly in any way. Paragraph 6 states legal conclusions and remedies to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 6, to the extent it contains further allegations to which a response is required.

7. Ms. Zak denies that she acted unlawfully or improperly in any way. Paragraph 7 states legal conclusions and remedies to which no response is required.

Ms. Zak denies each and every other allegation in Paragraph 7, to the extent it contains further allegations to which a response is required.

8. Paragraph 8 states legal conclusions to which no response is required. Paragraph 8 also states a fact (who requested the action) about which Ms. Zak lacks information or knowledge sufficient to form a belief regarding the allegation.

9. Paragraph 9 states legal conclusions to which no response is required.

10. Paragraph 10 states legal conclusions to which no response is required. Ms. Zak denies that she engaged in “penalty conduct.”

11. Admits.

12. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she is a resident of the state of Georgia, is the principal of Forever Forests and Greenth, Inc., and was the principal of Conservation Project Strategies, LLC — an entity that no longer exists. Ms. Zak admits that she has worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements. Ms. Zak admits that she has helped individuals and partnerships conserve and protect irreplaceable land resources through the use of conservation easements. Paragraph 12 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 12, to the extent it contains further allegations to which a response is required.

13. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she is the principal of Forever Forests. Any statements that may have been on the Forever Forest website speak for themselves.

14. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she has worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements. Ms. Zak admits that she has helped individuals and partnerships conserve and protect irreplaceable land resources through the use of conservation easements. Ms. Zak also admits that she has provided assistance with respect to determining ownership structure, negotiating agreements with land trusts and appraisers, and recommending legal counsel for legal and tax review. Paragraph 14 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 14, to the extent it contains further allegations to which a response is required.

15. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she was a registered representative of Arque Capital from approximately August 8, 2013 until December 2013. Ms. Zak admits that she was a registered representative of Strategic Financial Alliance from approximately August 22, 2011 until May 2013. Ms. Zak denies each and every other allegation in Paragraph 15, to the extent it contains further allegations to which a response is required.

16. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she received compensation for working as a consultant, sponsor, and project manager on real estate projects in which investors could decide to donate conservation easements. Ms. Zak admits that she has purchased interests in real estate projects in which investors decided to donate conservation easements. Ms. Zak denies each and every other allegation in Paragraph 16, to the extent it contains further allegations to which a response is required.

17. Ms. Zak admits that she resides in this judicial district. The remaining allegations in Paragraph 17 state legal conclusions to which no response is required.

18. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she has been involved, as a consultant or project manager, with at least 42 real estate projects since 2009 in which investors could decide to donate conservation easements. Denies the remaining allegations in Paragraph 18.

19. Ms. Zak lacks information or knowledge sufficient to form a belief regarding the allegations in Paragraph 19, and therefore denies.

20. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 20, and therefore denies.

21. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 21, and therefore denies.

22. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 22, and therefore denies.

23. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 23, and therefore denies.

24. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 24, and therefore denies.

25. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 25, and therefore denies.

26. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 26, and therefore denies.

27. Ms. Zak admits that she served as a registered representative of the Strategic Financial Alliance, Inc. from approximately August 2011 to May 2013. Ms. Zak lacks information or knowledge sufficient to form a belief about the remaining allegations in Paragraph 27, and therefore denies.

28. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 28, and therefore denies.

29. Admits that Conservation Resources, Inc., provided conservation easement consulting services from the date of the formation until at least 2012. Ms. Zak denies each and every other allegation in Paragraph 29, to the extent it contains further allegations to which a response is required.

30. Admits that Mr. Solon served as President of Conservation Resources, Inc. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 30, and therefore denies.

31. Admits that Conservation Resources, Inc., provided conservation easement consulting services in connection with real estate projects in which investors could decide to donate conservation easements, and that Conservation Resources, Inc. worked with Strategic Financial Alliance, Inc. Ms. Zak denies the remaining allegations in Paragraph 31.

32. Admits that Mr. Solon provided consulting services with respect to real estate projects through his role at Conservation Resources, Inc. Ms. Zak denies each and every other allegation in Paragraph 32, to the extent it contains further allegations to which a response is required.

33. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 33, and therefore denies.

34. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 34, and therefore denies.

35. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 35, and therefore denies.

36. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 36, and therefore denies.

37. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 37, and therefore denies.

38. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 38, and therefore denies.

39. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 39, and therefore denies.

40. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 40, and therefore denies.

41. Ms. Zak denies that she was ever a part-owner and employee of Ecovest Capital, Inc. Ms. Zak admits that between 2012 and 2013 she was part-owner of EcoVest Capital, LLC.

42. Ms. Zak admits that in 2012 she was worked as a registered representative for Strategic Financial Alliance. Ms. Zak admits that in 2013 she served as a registered representative of Arque Capital. Ms. Zak admits that Strategic Financial Alliance and Arque Capital participated in real estate projects in which investors could decide to donate conservation easements. Paragraph 42 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 42, to the extent it contains further allegations to which a response is required.

43. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 43, and therefore denies.

44. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 44, and therefore denies.

45. Ms. Zak lacks information or knowledge sufficient to form a belief about Ecovest Capital, Inc. and the allegations in Paragraph 45, and therefore denies.

46. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 46, and therefore denies.

47. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 47, and therefore denies.

48. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 48, and therefore denies.

49. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 49, and therefore denies.

50. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 50, and therefore denies.

51. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 51, and therefore denies.

52. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 52, and therefore denies.

53. Ms. Zak lacks information or knowledge sufficient to form a belief about the allegations in Paragraph 53, and therefore denies.

54. Admits.

55. Admits that Congress specifically provided favorable tax treatment for a qualified conservation contribution to encourage permanently conserving lands and preserving natural resources. Paragraph 55 also states legal conclusions to which no response is required.

56. Paragraph 56 states legal conclusions to which no response is required.

57. Paragraph 57 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 57, to the extent it contains further allegations to which a response is required.

58. Paragraph 58 states legal conclusions to which no response is required.

59. Paragraph 59 states legal conclusions to which no response is required.

60. Paragraph 60 states legal conclusions to which no response is required.

61. Paragraph 61 includes generic and non-specific allegations that do not necessarily apply to projects that Ms. Zak worked on as a consultant or project manager. Ms. Zak admits that she has worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements. The specific details of the various projects that Ms. Zak has been involved with differ, but they generally involve an initial analysis of the potential conservation value and the potential development value of real property. Most properties for which Ms. Zak conducted a preliminary evaluation lacked either sufficient development value, or conservation value, or both. When Ms. Zak's initial evaluation resulted in a conclusion that a property had both potential development value and conservation value, she conducted further investigation. Additional steps performed often included investment and planning with respect to development feasibility and consideration of the properties' “highest and best use,” work by independent qualified appraisers, the provision of legal advice and legal opinions by attorneys and law firms with expertise regarding conservation easements, work by biologists and professionals at land trusts, and consultation with other professionals. Some of the real estate projects on which Ms. Zak has worked as a consultant or project manager used one or more LLCs. When LLCs were used, investors in those projects decided by majority vote whether to: (a) develop the land in accordance with a feasible and well-designed comprehensive development plan, (b) hold the land for appreciation, or (c) donate an easement on the land to a land trust for the purpose of conserving the land in perpetuity. Documents that independent, third-party professionals often produced in connection with a project included offering documents, membership interest purchase agreements, development plans, market studies, construction cost estimates, planning and zoning letters, operating agreements, qualified appraisal reports, appraisal peer reviews, and tax opinion letters — and those documents speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 61, to the extent it contains further allegations to which a response is required. Paragraph 61 and its subparts also state legal conclusions to which no response is required.

62. Paragraph 62 does not state specific allegations against Ms. Zak. To the extent that Paragraph 62 pertains to the other defendants, Ms. Zak lacks information or knowledge sufficient to form a belief as to those allegations. Ms. Zak admits that the real estate projects on which she worked as a consultant or project manager may use one or more LLCs. Paragraph 62 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 62, to the extent it contains further allegations to which a response is required.

63. Ms. Zak admits that since at least 2009 she has worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements. Ms. Zak admits that she has helped individuals and partnerships conserve and protect irreplaceable land resources through the use of conservation easements. Paragraph 63 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 63, to the extent it contains further allegations to which a response is required.

64. Ms. Zak admits that between 2009 and 2011, she helped to conserve and protect irreplaceable land resources through her entity Forever Forests. Ms. Zak admits that during those years she worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements, and that some of those projects involved partnerships that owned land outside of Savannah, Georgia. Ms. Zak denies that the land described in Paragraph 64 was owned by one entity immediately before it was subdivided. Paragraph 64 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 64, to the extent it contains further allegations to which a response is required.

65. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak denies that she worked with Claud Clark III (“Mr. Clark.”) or Alan N. Solon (“Mr. Solon”) in the organization of any real estate partnership offerings. Ms. Zak admits that she worked with Mr. Clark and Mr. Solon beginning in 2011. Ms. Zak admits that she worked as a consultant and project manager on real estate projects in which investors could decide to donate conservation easements in 2010. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations concerning Solon and Conservation Resources, Inc. Paragraph 65 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 65, to the extent it contains further allegations to which a response is required.

66. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that EcoVest Capital LLC was formed in 2012 and provided consulting services for conservation partnerships in 2012 and 2013. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 66, and therefore denies. Paragraph 66 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 66, to the extent it contains further allegations to which a response is required.

67. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she was a part-owner of EcoVest Capital LLC between December 2012 and August 2013. Ms. Zak admits that following her exit from EcoVest Capital LLC, she continued to be a conservation advocate, and eventually continued to work as a consultant and project manager on real estate projects in which investors may decide to donate conservation easements. Paragraph 67 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 67, to the extent it contains further allegations to which a response is required.

68. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak denies that she continues to work as a consultant and project manager on real estate projects in which investors may decide to donate conservation easements. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 68 as to the other defendants, and therefore denies. Paragraph 68 also states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 68, to the extent it contains further allegations to which a response is required.

Example 1: Partnership Z in 2009

69. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that Cottonwood Place LLC, a Georgia LLC, with a principal place of business in Garden City, Georgia was organized on or around October 17, 2008.

70. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that Cottonwood Place LLC owned real property in Georgia consisting of approximately 140 acres of sensitive forest land possessing important conservation value.

71. Ms. Zak denies that she acted unlawfully or improperly in any way. The private offering memorandum speaks for itself. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 71, and therefore denies.

72. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that Ms. Zak, through her entity Forever Forests, provided consulting services to Cottonwood Place LLC. Admits that Ms. Zak purchased partnership units in Cottonwood Place LLC, that the partners voted to permanently conserve land held by the partnership, and that Ms. Zak was allocated a portion of the federal deduction resulting from the donation of the conservation easement pursuant to the express language of the Internal Revenue Code, 26 U.S.C. § 1 et seq.

73. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that the law firm Epstein Becker & Green P.C., provided a lengthy and well-reasoned tax opinion letter in connection with the Cottonwood Place real estate project. Admits that the tax opinion letter advised investors that it was “more likely than not” that Cottonwood Place LLC would be treated as a partnership for federal tax purposes. Ms. Zak admits that she provided the summary offering memorandum to potential investors. The summary offering memorandum and tax opinion letter otherwise speak for themselves.

74. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that on December 31, 2009, Cottonwood Place LLC executed a conservation easement on approximately 135 acres of the 140-acre parcel of real property.

75. Ms. Zak denies that she acted unlawfully or improperly in any way. Admits that, with assistance from Ms. Zak, the sponsors hired a qualified appraiser to value the conservation easement. The qualified appraisal report speaks for itself.

76. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

77. Ms. Zak denies that she acted unlawfully or improperly in any way. The documents referred to in Paragraph 77 speak for themselves. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 77, and therefore denies.

Example 2: Partnership Y in 2012

78. Admits that in 2012, Ecovest provided consulting services to Red Oak Equestrian LLC. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 78, and therefore denies.

79. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 79, and therefore denies the same.

80. Admits that Ecovest Capital LLC provided consulting services to Red Oak Equestrian. Admits that the number of units offered and the unit prices referenced in Paragraph 80 are accurate. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 80, and therefore denies.

81. Admits that the law firm Sirote & Permutt, PC, provided a lengthy and well-reasoned tax opinion letter in connection with the Red Oak Equestrian project. Admits that the tax opinion letter advised investors that it was “more likely than not” that Red Oak Equestrian would be treated as a partnership for federal tax purposes. Denies that the tax opinion letter was based on facts and documents that were incorrect. The tax opinion letter and the confidential private offering summary otherwise speak for themselves. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 81, and therefore denies.

82. The confidential private offering summary speaks for itself.

83. The confidential private offering summary speaks for itself.

84. The confidential private offering summary speaks for itself.

85. The confidential private offering summary speaks for itself.

86. Admits that Mr. Clark was hired by others to provide independent qualified appraisal services with respect to the Red Oak Equestrian project. Admits that Mr. Clark prepared an independent qualified appraisal report, which speaks for itself. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 86, and therefore denies.

87. Ms. Zak admits that she provided the confidential private offering summary to potential investors, but denies that she authored the document. The confidential private offering summary speaks for itself.

88. Ms. Zak admits that Ecovest Capital LLC utilized Strategic Financial Alliance to assist in its real estate projects

89. Admits.

90. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 90, and therefore denies.

91. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

92. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

93. The documents in paragraph 93 speak for themselves. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 93, and therefore denies.

94. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 94, and therefore denies.

Example 3: Partnership X and Partnership W in 2015

95. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 95, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

96. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 96, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

97. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 97, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

98. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 98, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

99. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 99, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

100. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 100, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

101. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 101, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

102. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 102, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

103. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 103, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

104. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 104, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

105. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 105, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

106. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 106, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

107. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 107, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

108. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 108, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

109. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 109, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

110. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 110, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

111. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 111, and therefore denies. Ms. Zak further states that she had no involvement in the alleged transactions referenced in Paragraphs 95-111.

112. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, in multiple states, including Alabama, Georgia, and Tennessee. Plaintiff does not specify to whom the allegations in paragraph 112 pertain. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations regarding the other defendants in Paragraph 112, and therefore denies. Ms. Zak denies each and every other allegation in Paragraph 112, to the extent it contains further allegations to which a response is required.

113. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, in multiple states, including Alabama, Georgia, and Tennessee. Plaintiff does not specify to whom the allegations in paragraph 113 pertain. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations regarding the other defendants in Paragraph 113, and therefore denies. Ms. Zak denies each and every other allegation in Paragraph 113, to the extent it contains further allegations to which a response is required.

114. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and spoke with investors about some of those projects. Plaintiff does not specify to whom the allegations pertain in paragraph 114. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations regarding the other defendants in Paragraph 114, and therefore denies. Ms. Zak denies each and every other allegation in Paragraph 114, to the extent it contains further allegations to which a response is required.

115. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and spoke with investors about some of those projects. Plaintiff does not specify to whom the allegations pertain in paragraph 115. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations regarding the other defendants in Paragraph 115, and therefore denies. Ms. Zak denies each and every other allegation in Paragraph 115, to the extent it contains further allegations to which a response is required.

116. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and spoke with investors about some of those projects. Plaintiff does not specify to whom the allegations in paragraph 116 pertain. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations regarding the other defendants in Paragraph 116, and therefore denies. Ms. Zak denies each and every other allegation in Paragraph 116, to the extent it contains further allegations to which a response is required.

117. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she is the principal of Forever Forests. Any statements that may have been on the Forever Forest website speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 117, to the extent it contains further allegations to which a response is required.

118. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she is the principal of Forever Forests. Any statements that may have been on the Forever Forest website speak for themselves.

119. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she is the principal of Forever Forests. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and that she provided some investors with information about those projects. Any informational documents speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 119 to the extent it contains further allegations to which a response is required.

120. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and that she provided informational materials advising of the availability and benefits of conservation easements in order to achieve conservation of valuable natural resources in a way that might also provide for tax benefits allowed by statute. Any such informational documents speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 120, to the extent it contains further allegations to which a response is required.

121. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she worked on numerous real estate projects, in which investors ultimately decided to donate conservation easements, and that she provided some investors with information about those projects. Any informational documents speak for themselves. Ms. Zak admits that she was a registered representative of Strategic Financial Alliance from approximately August 2011 until May 2013. Ms. Zak denies each and every other allegation in Paragraph 121, to the extent it contains further allegations to which a response is required.

122. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak denies that she is currently working on real estate projects, in which investors may decide to donate conservation easements. Ms. Zak briefly worked on a real estate project in the state of Florida, but that project was terminated at the end of 2016. Ms. Zak denies that she made the statements in Paragraph 122. Ms. Zak denies each and every other allegation in Paragraph 122, to the extent it contains further allegations to which a response is required.

123. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 123, and therefore denies.

124. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 124, and therefore denies.

125. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 125, and therefore denies.

126. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 126, and therefore denies.

127. The document “Conservation Easement Overview” speaks for itself. As to the remaining allegations in Paragraph 127, Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 127, and therefore denies.

128. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 128, and therefore denies.

129. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 129, and therefore denies.

130. Ms. Zak admits that many of the real estate projects on which she works involve entities treated as partnerships for tax purposes, and denies the implication that there is anything improper or unusual about using that business form. Ms. Zak denies each and every other allegation in Paragraph 130, to the extent it contains further allegations to which a response is required.

131. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

132. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

133. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

134. Paragraph 134 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 134, to the extent it contains further allegations to which a response is required.

135. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

136. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

137. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

138. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

139. Paragraph 139 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 139, to the extent it contains further allegations to which a response is required.

140. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

141. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

142. Paragraph 142 states legal conclusions to which no response is required. The Internal Revenue Code and Treasury Regulations speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 142, to the extent it contains further allegations to which a response is required.

143. Paragraph 143 states legal conclusions to which no response is required. The Internal Revenue Code and Treasury Regulations speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 143, to the extent it contains further allegations to which a response is required.

144. Paragraph 144 states legal conclusions to which no response is required. The Internal Revenue Code and Treasury Regulations speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 144, to the extent it contains further allegations to which a response is required.

145. Paragraph 145 states legal conclusions to which no response is required. The Internal Revenue Code and Treasury Regulations speak for themselves. Ms. Zak denies each and every other allegation in Paragraph 145, to the extent it contains further allegations to which a response is required.

146. Admits that Mr. Clark is a qualified independent appraiser and that his qualifications have been recognized by the Internal Revenue Service, courts, and others. Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 146.

147. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 147, and therefore denies.

148. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 148, and therefore denies.

149. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 149, and therefore denies.

150. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 150, and therefore denies.

151. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 151, and therefore denies.

152. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 152, and therefore denies.

153. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 153, and therefore denies.

154. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 154, and therefore denies.

155. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 155, and therefore denies.

156. Denies, with respect to the projects with which Ms. Zak has personal knowledge. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 156, and therefore denies.

157. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

158. The allegation lacks sufficient detail to either confirm or deny. Ms. Zak otherwise lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 158, and therefore denies.

159. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 159, and therefore denies.

160. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

161. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

162. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

163. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 163, and therefore denies.

164. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

165. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

166. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 166, and therefore denies.

167. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

168. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

169. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

170. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

171. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she continues to work real estate projects, in which investors may decide to donate conservation easements. As to the allegations against defendants other than Ms. Zak, Ms. Zak lacks information or knowledge sufficient to form a belief as to the allegations in Paragraph 171, and therefore denies.

172. Paragraph 172 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 172, to the extent it contains further allegations to which a response is required.

173. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak admits that she fully complied with the law and filed Forms 8918 when required to do so. Denies the remaining allegations in Paragraph 173 made against her. As to the allegations against defendants other than Ms. Zak, Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 173, and therefore denies.

174. Ms. Zak denies that she acted unlawfully or improperly in any way. Ms. Zak denies that she currently works on real estate projects, in which investors may decide to donate conservation easements. As to the allegations against the other defendants, Ms. Zak lacks information or knowledge sufficient to form a belief as to the remaining allegations in Paragraph 174, and therefore denies.

COUNT I

175. Ms. Zak incorporates by reference each response to the allegations contained in Paragraphs 1 through 174 as set forth above. Ms. Zak denies each and every other allegation in Paragraph 175, to the extent it contains further allegations to which a response is required.

176. Paragraph 176 contains legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 176, to the extent it contains further allegations to which a response is required.

177. Paragraph 177 contains legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 177, to the extent it contains further allegations to which a response is required.

178. Paragraph 178 contains legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 178, to the extent it contains further allegations to which a response is required.

179. Paragraph 179 contains legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 179, to the extent it contains further allegations to which a response is required.

180. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

181. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

182. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

183. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

184. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

185. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

186. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

187. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

188. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

COUNT II

189. On December 10, 2019, the Court dismissed plaintiff's claim in Count II against Ms. Zak. As a result, Ms. Zak is not required to answer the allegations contained in Paragraphs 189-200. See December 10, 2019 Order at ECF p. 16 (“In sum, the complaint fails to state adequate specific factual allegations to support its conclusory claim that Ms. Zak is an 'appraiser' per 26 U.S.C. § 6695A. For that reason, defendant Ms. Zak's motion to dismiss Count II as to her only is GRANTED and Count II as it relates to defendant Ms. Zak only is DISMISSED without prejudice.”) (“Dec. 2019 Order”), Doc. No. 119.

190. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order at ECF p. 16. Because the allegations in Paragraph 190 thus do not relate to any claim against Ms. Zak, no response is required.

191. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 191 thus do not relate to any claim against Ms. Zak, no response is required.

192. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 192 thus do not relate to any claim against Ms. Zak, no response is required.

193. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 193 thus do not relate to any claim against Ms. Zak, no response is required.

194. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 194 thus do not relate to any claim against Ms. Zak, no response is required.

195. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 195 thus do not relate to any claim against Ms. Zak, no response is required.

196. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 196 thus do not relate to any claim against Ms. Zak, no response is required.

197. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 197 thus do not relate to any claim against Ms. Zak, no response is required.

198. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 198 thus do not relate to any claim against Ms. Zak, no response is required.

199. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 199 thus do not relate to any claim against Ms. Zak, no response is required.

200. By Court order, the Court has dismissed Count II with respect to Ms. Zak. See Dec. 2019 Order. Because the allegations in Paragraph 200 thus do not relate to any claim against Ms. Zak, no response is required.

COUNT III

201. Paragraph 201 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

202. Paragraph 202 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

203. Paragraph 203 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

204. Paragraph 204 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

205. Paragraph 205 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

206. Paragraph 206 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

207. Paragraph 207 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

208. Paragraph 208 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

209. Paragraph 209 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

210. Paragraph 210 contains allegations in support of a claim against a defendant other than Ms. Zak. Because the allegations do not relate to any claim against Ms. Zak, no response is required.

COUNT IV

211. Ms. Zak incorporates each response to the allegations contained in Paragraphs 1 through 211 as set forth above. Ms. Zak denies any independent allegations made in Paragraph 211.

212. Paragraph 212 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 212, to the extent it contains further allegations to which a response is required.

213. Paragraph 213 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 213, to the extent it contains further allegations to which a response is required.

214. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

215. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

216. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

217. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

218. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

219. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

220. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

221. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

222. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

COUNT V

223. Ms. Zak incorporates each response to the allegations contained in Paragraphs 1 through 222 as set forth above. Ms. Zak denies any independent allegations made in Paragraph 223.

224. Paragraph 224 states legal conclusions to which no response is required. Ms. Zak denies each and every other allegation in Paragraph 224, to the extent it contains further allegations to which a response is required

225. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

226. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

227. Denies. Ms. Zak further denies that she acted unlawfully or improperly in any way.

RELIEF SOUGHT

228. The Relief Sought Paragraphs state legal conclusions to which no response is required. Denies, to the extent the Relief Sought Paragraphs contain further allegations for which a response is required.

AFFIRMATIVE DEFENSES

1. This Answer is made without any waiver of any jurisdictional defenses or rights to arbitrate that may exist between the parties.

2. Ms. Zak reserves the right to amend this Answer.

3. By alleging the affirmative defenses set forth below, Ms. Zak does not intend to modify or alter the burden of proof and/or burden of going forward with evidence that governs with respect to any particular issue at law or equity. That burden rests on plaintiff. All of the affirmative defenses pleaded herein are pleaded in the alternative, and none constitutes an admission of liability, or an admission that plaintiff is entitled to any of the relief sought.

4. As separate and affirmative defenses to the Complaint, Ms. Zak alleges as follows:

FIRST AFFIRMATIVE DEFENSE (Disgorgement is Unavailable)

The plaintiff has no basis in law for the claim and remedy of disgorgement because: (1) the plaintiff lacks statutory authority to pursue this claim and remedy against Ms. Zak; (2) the plaintiff has an adequate remedy at law and, as a result, is not entitled to equitable disgorgement; and (3) the claim and requested relief violate the Excessive Fines Clause of the Eighth Amendment.

SECOND AFFIRMATIVE DEFENSE (Statute of Limitations)

Some or all of the claims and remedies set forth in the Complaint are barred by the applicable statute of limitations.

THIRD AFFIRMATIVE DEFENSE (Laches)

Some or all of the claims and remedies set forth in the Complaint are barred by the doctrine of laches.

FOURTH AFFIRMATIVE DEFENSE (Estoppel)

Some or all of the claims and remedies set forth in the Complaint are barred under the doctrine of estoppel.

FIFTH AFFIRMATIVE DEFENSE

Some or all of the claims and remedies set forth in the Complaint are barred because Ms. Zak's actions were at all times justified and proper under applicable law.

SIXTH AFFIRMATIVE DEFENSE

Plaintiff's purported claim for relief seeking prejudgment interest violates the Excessive Fines Clause of the Eighth Amendment of the United States Constitution.

SEVENTH AFFIRMATIVE DEFENSE

Plaintiff's claims and remedies are barred because plaintiff and/or its attorneys lack the statutory authority to seek the relief that plaintiff's Prayer for Relief purports to seek.

EIGHTH AFFIRMATIVE DEFENSE (Reliance on Professional Advice)

Some or all of the claims and remedies set forth in the Complaint are barred because Ms. Zak relied on the advice of legal counsel.

NINTH AFFIRMATIVE DEFENSE (Additional Affirmative Defenses)

Ms. Zak reserve the right to assert, and hereby give notice that she intends to rely upon, any other defense that may become available or appear during discovery proceedings or otherwise in this case and hereby reserve the right to amend her Answer to assert any such defense.

PRAYER

WHEREFORE, Ms. Zak respectfully requests that this Court:

1. Enter judgment in favor of Ms. Zak and against plaintiff;

2. Dismiss plaintiff's Complaint and each cause of action with prejudice;

3. Award Ms. Zak attorneys' fees and costs of suit incurred in defense of this action;

4. Grant a jury trial on all issues so triable; and

5. Grant such other and further relief as the Court deems just and proper.

[Signatures on following page]

Dated: December 24, 2019

Respectfully submitted,

S. FENN LITTLE, JR.
S. FENN LITTLE, JR., PC
1490 Mecaslin St., NW
Atlanta, GA 30309
(404) 815-3100
fennlaw@fennlittle.com
Georgia Bar No. 454360

NATHAN E. CLUKEY
SIDLEY AUSTIN LLP
1501 K Street, N.W.
Washington, D.C. 20005
(202) 736-8949
nclukey@Sidley.com
(pro hac vice)

MATTHEW D. LERNER
SIDLEY AUSTIN LLP
1501 K Street, N.W.
Washington, D.C. 20005
(202) 736-8983
mlerner@Sidley.com
(pro hac vice)

LAURA C. MULHERIN
SIDLEY AUSTIN LLP
1501 K Street, N.W.
Washington, D.C. 20005
(202) 736-8437
lmulherin@Sidley.com
(pro hac vice pending)