Skadden’s Proposal
to Serve as
Independent Monitor
07 / 08 / 15

United States Department of Justice
and the City of Cleveland

 Skadden’s
Proposal

Carole S. Rendon

Rashida J. Ogletree

Barbara A. Langhenry

First Assistant U.S. Attorney
U.S. Attorney’s Office
Northern District of Ohio
801 West Superior Avenue
Suite 400
Cleveland, Ohio 44113

Trial Attorney
U.S. Department of Justice
Civil Rights Division
Special Litigation Section
950 Pennsylvania Avenue, NW
Washington, D.C. 20530

Director of Law
City of Cleveland
Department of Law
601 Lakeside Avenue
Suite 106
Cleveland, Ohio 44114

Dear Mses. Rendon, Ogletree and Langhenry:
We appreciate the opportunity to submit a proposal to serve as an independent
monitor of the Cleveland Division of Police (“CDP”) pursuant to the Consent
Decree (the “Decree”) sought by the City of Cleveland and the United States
of America (the “Parties”) as entered by United States District Court Judge
Solomon Oliver in the pending matter captioned United States of America v. City
of Cleveland, 1:15-CV-01046. We believe we have a team of lawyers at Skadden,
led by David Zornow and me, who are extremely well-positioned to serve as or
on the court-appointed monitoring team.
Allow me at the outset to underscore that we at Skadden fully appreciate the
gravity of the issues raised by the U.S. Department of Justice’s findings to both
the City of Cleveland and the wider community. Whoever is selected as monitor
will shoulder the weighty responsibility of independently and objectively assessing
and certifying whether the requirements of the Decree have been implemented
and are being adhered to, as well as whether this has resulted in constitutional
and effective policing by the CDP. We strongly believe that our team has the
ability, experience and judgment to assume this responsibility.
With that preface, the following paragraphs respond to your request for our
qualifications to serve as monitor in the seven areas you list.

2  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Stephen C. Robinson
New York
212.735.2800
stephen.robinson@skadden.com

I.  Executive Summary
In serving as an independent monitor, we would draw upon the
firm’s vast experience in developing and executing overall legal
and business strategies in large-scale, multifaceted matters with
long-term reputational interests at stake. These matters often
require us to coordinate decisions on all fronts to ensure that a
strategy is being implemented coherently and consistently across
the board and with a long-term view.
As explained in more detail below, we would approach staffing on an iterative basis, with David Zornow and me acting
as co-monitors and fielding other team members as necessary.
David and I would have direct involvement in not only the entire
strategy and direction of the monitoring, but also all of its important details. We are prepared to spend as much time as necessary
in Cleveland to achieve these objectives. Our initial focus would
be to acquire a sound and detailed understanding of the background facts and circumstances leading to the DOJ’s findings. As
an initial step, we would want to sit down with the Parties, the
CDP and community stakeholders to acquire as much learning
and perspective as possible as we work to devise a strategy to
complete the project. Next, we would seek to fine tune a comprehensive work plan and timeline with specific deliverables of
interim reports and update meetings for review with the Parties.
This work plan and timeline would include a more detailed
statement of Skadden personnel and any outside consultants that
would be necessary to complete the assignment.

of the team, we are certain the monitorship would require the
deployment and insights of many other Skadden attorneys with
applicable experience. The firm has that capacity not only in
terms of attorney manpower, but more importantly, in terms
of relevant skills and areas of expertise. At all points, however,
David and I will ensure that the Skadden team remains focused,
efficient, and fully cognizant of the Parties’ high expectations of
the monitoring team.
Our short biographical summaries, including highlights of our
respective backgrounds, follow. We also include at Appendix A
our full biographies. For a more comprehensive explanation of
our relevant qualifications to serve as independent monitor for
the project, please refer to our response to Section III.
David Zornow is the global head of Skadden’s Litigation/Controversy practices and a member of the firm’s Policy Committee.
Mr. Zornow, who founded the firm’s white collar practice in
1989, represents corporations and individuals in federal and
state grand jury investigations and at criminal trials. He also
represents clients in regulatory investigations, including investigations by the SEC and state attorneys general, and conducts
corporate internal investigations.

Skadden’s breadth of resources and our commitment to operating as one firm across offices and personnel, set us apart from
our competitors. We meet with clients before any services are
rendered to devise appropriate methods to contain or reduce
costs, including efficient and cost-effective means of assigning
staff to work on a particular matter.

Of particular note, Mr. Zornow was appointed by Mayor
Rudolph Guiliani at the beginning of his administration to serve
as Chairman of the New York City Civilian Complaint Review
Board, an independent agency which investigates allegations of
police misconduct. Mr. Zornow served in this role from 1994
to 1996 in the infancy of the agency and during his tenure was
responsible for streamlining administrative procedures, significantly reducing complaint backlog and managing the Board’s
professional staff. He coordinated efforts between several municipal and prosecutorial agencies on issues ranging from abusive
language and racial profiling to excessive force. He liaised with
current New York Police Department Commissioner William
Bratton and former Commissioner Howard Safir.

Based on our current understanding of the Scope of Work, we
believe that a small and focused team comprising David and
me acting as co-monitors would be most effective deployment
of resources at the outset. We also would be able to call upon
the support of other attorneys with significant experience of
monitorships, government investigations, enforcement actions,
internal investigations and white collar criminal litigation, as
necessary. While David and I would act as the core members

As a federal prosecutor, Mr. Zornow served as associate independent counsel in the Iran-Contra investigation and was a
member of the trial team in United States v. Oliver L. North. He
also served as an Assistant United States Attorney (AUSA) for
the Southern District of New York, where he supervised a wide
range of white collar cases, including the investigation of corruption at the New York City Parking Violations Bureau. He was a
member of the trial team that obtained the RICO conviction of

II.  Personnel

3  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Skadden’s
Proposal
Stanley Friedman, the Bronx Democratic leader. For his investigative and trial work on the Friedman case, Mr. Zornow was
awarded the DOJ’s Director’s Award.
Stephen Robinson is a partner in our New York office who
focuses on a range of litigation matters, including corporate
internal investigations, government enforcement matters,
commercial disputes and monitorships. Judge Robinson served
as a U.S. District Court Judge in the Southern District of New
York, as the United States Attorney for Connecticut, as Special
Counsel to the Director of the FBI and as an AUSA in the
Southern District of New York. He also managed high-profile
international investigations for Kroll & Associates. Judge Robinson recently participated as a member of the Yale University
Police Advisory Board in connection with a review of the local
police department’s investigation into an incident involving Tahj
Blow, a Yale Student. He currently is representing the University of North Carolina at Chapel Hill in litigation, accreditation
and regulatory matters resulting from a 2014 report alleging
academic fraud involving thousands of students, many of whom
were athletes. Judge Robinson conducted an independent review
for Rutgers University of the events that preceded the dismissal
of former head basketball coach Michael Rice. He serves on the
Cornell University Council and the Cornell Law School’s Dean’s
Advisory Committee and has taught at Yale Law School.

We also envision a role for an outside policing consultant. The
timing and scope of the work provided by this consultant would
be determined after we have had a chance to fully understand
the CDP’s organization and the history leading to the Decree. In
all instances, we would discuss appropriate staffing of attorneys
and external consultants with the Parties before assigning any
personnel to the project.
III.  Qualifications
Skadden widely is recognized for its ability to represent clients
in connection with large-scale, “bet-the-company” matters and,
in particular, for providing skilled and careful advice in their
most critical issues. We were ranked in the top-tier for corporate
investigations in Chambers USA 2015 and The Legal 500 UK
edition in 2014, and named “Investigations Firm of the Year” at
the 2015 and 2014 Who’s Who Legal Awards.

The firm has significant experience acting as independent
monitors, consultants and advisors. These roles often require us
to develop and execute strategies in circumstances requiring a
diverse set of skills and rigorous judgment. We have included as
Appendix B a table listing selected engagements in which David
and me have been involved and which we feel demonstrates our
suitability to act as an independent monitor for this project.
IV.  Prior Experience and References
We include as Appendix C a list of our professional references.
V.  Proposed Activities
While Skadden will endeavor to provide the Parties with accurate
and detailed descriptions of the proposed activities as well as
the number of hours anticipated to perform the Scope of Work,
monitorships are inherently uncertain and lengthy processes
and certain facts and circumstances may not be available at the
outset of the project in order for us to accurately describe these
activities.
Given the current expectation that the contemplated monitorship
will have a duration of at least five years and would, therefore,
require a multiyear commitment from the monitoring team, it
would be incredibly difficult at this stage to provide a meaningful estimate of costs with any degree of certainty. Although, as
we move forward in this selection process we expect to provide
an estimate of costs, we would expect to be able to provide an
informed and detailed budget estimate within 60 days of our
retention.
If, as we hope, we are invited to the next phase of the counsel
selection process, we would be happy to have a more detailed
conversation concerning the Scope of Work to thereby better
determine the tasks necessary to complete the project. In our
experience, sound strategic thinking — where options are
explored and debated in a spirit of candor and teamwork — will
shine a light on the best path forward in each particular circumstance. We care about getting optimal results for the Parties and we
think this can be best achieved in consultation with the Parties
at the outset and at key milestones throughout the monitorship
process. Setting the description of the proposed activities is an
iterative process that is best determined after detailed discussions with stakeholders.

4  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 VI.  Potential Conflicts of Interest or Bias
As you may know, Skadden represents a broad base of clients
on a variety of legal matters. For each new engagement, the firm
undertakes an extensive conflicts clearance procedure to address
and resolve potential conflicts. We have performed a conflicts
check for the City of Cleveland and the Cleveland Division of
Police. We are not aware of any existing conflicts that would
preclude us from serving as or on the court-appointed monitoring team. If there are additional individuals or organizations for
which you believe we should clear contacts, please let us know.
VII.  Estimated Costs
Skadden remains keenly aware of the potential magnitude of
legal costs and the efforts of our clients, particularly those in the
public sector, to manage such costs efficiently and effectively.
Accordingly, the firm has participated in a number of alternative
fee arrangements with clients. Tailoring fee arrangements to our
clients’ unique circumstances has allowed the firm to strengthen
client relationships and at the same time create efficiencies and
economies of scale that have resulted in significant savings for
our clients. We would be prepared to discount our standard rates
in recognition of the fact that the City of Cleveland is a municipal entity.
Because certain facts and circumstances are not presently
available in order for us to identify all potential costs, we have
not provided a projected budget. Having a keen understanding
of the scope of a matter enables us and our clients to develop
accurate budgets, and we have been very successful in doing so.
In projects such as these, given the often inherent uncertainty
at the outset of a matter regarding the ultimate direction and
potential costs, we can work to establish varied budgets that
can account for different scenarios as a matter develops and we
would necessarily like to engage in a discussion with the Parties
in order to achieve this. If we are invited to the next phase, we
would be happy to discuss with you at greater length the various
contingencies involved and how to estimate their impact.

We would also be willing to discuss alternative fee arrangements
— including the potential for caps — as we establish a better
understanding of the specific details and issues involved. You
have our commitment to working efficiently at all times.
To that end, the firm’s legal teams leverage proven project
management tools and techniques for the purpose of increasing
and monitoring overall efficiency on particular projects. For
example, the firm has developed customized dashboard technology via which the partners can view analytical reports and
monitor utilization and overall performance against established
budgets real-time, thereby enabling them to make adjustments
as necessary throughout the course of an engagement. This
monitoring approach ensures that the appropriate legal team is
deployed for each activity at any given time.
* * * * *
We look forward to the opportunity to discuss with you in person
our suitability for the project and to answer any questions you
might have. Thank you again for your consideration.
Very truly yours,

Stephen Robinson
Cc: David Zornow

5  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Appendix A
Core Team Biographies

 

David M. Zornow
Partner, New York
Government Enforcement and White Collar Crime

David M. Zornow is the global head of Skadden’s Litigation/Controversy practices and a
member of the firm’s Policy Committee.
Mr. Zornow, who founded the firm’s white collar practice in 1989, represents corporations
and individuals in federal and state grand jury investigations and at criminal trials. He also
represents clients in regulatory investigations, including investigations by the Securities
and Exchange Commission and state attorneys general, and conducts corporate internal
investigations.
As a federal prosecutor, Mr. Zornow served as associate independent counsel in the IranContra investigation and was a member of the trial team in United States v. Oliver L. North.
T: 212.735.2890
F: 917.777.2890
david.zornow@skadden.com

Education
J.D., Yale Law School, 1980
B.A., Harvard College, 1976
(summa cum laude; Phi Beta Kappa)

Experience
Law Clerk, Hon. Herbert J. Stern,
U.S. District Court for the District
of New Jersey (1980-1982)

Government Service
Assistant U.S. Attorney, Southern
District of New York (1983-1987)
Associate Independent Counsel,
Iran-Contra Investigation (1987-1989)
Chair, New York City Civilian Complaint
Review Board (1994-1996)

Bar Admissions
New York
District of Columbia

Associations
Member, Board of Advisors,
Yale Law School Center for the
Study of Corporate Law

Mr. Zornow also served as an assistant United States attorney for the Southern District of
New York, where he supervised a wide range of white collar cases, including the investigation of corruption at the New York City Parking Violations Bureau. He was a member of the
trial team that obtained the RICO conviction of Stanley Friedman, the Bronx Democratic
leader. For his investigative and trial work on the Friedman case, Mr. Zornow was awarded
the Department of Justice’s Director’s Award.
From 1994 to 1996, Mr. Zornow served as chairman of the New York City Civilian
Complaint Review Board, an independent agency that investigates allegations of police
misconduct.
Mr. Zornow is listed in Chambers USA (Band 1 for New York White Collar Crime and
Government Investigations). The Wall Street Journal included Mr. Zornow on a “short list” of
lawyers to call when faced with high-profile insider trading charges and The New York Times
cited him as a leading white collar defense lawyer. He also was profiled in an article in The
American Lawyer, which named the firm as a finalist for “Litigation Department of the Year”
(January 2014). In addition, Mr. Zornow was one of the world’s leading 10 lawyers listed in
Who’s Who Legal: Investigations 2015 and in Lawdragon 500 Leading Lawyers in America.
Mr. Zornow is a visiting lecturer in law at Yale Law School, co-teaching a course on white
collar criminal defense. He has taught in the trial advocacy programs at Harvard Law School
and the Benjamin N. Cardozo School of Law and is a frequent speaker and writer on white
collar crime issues. Mr. Zornow co-authored “On the Brink of a Brave New World: The
Death of Privilege in Corporate Criminal Investigations,” 37 Am. Crim. L. Rev. 147 (2000).
After presenting at a Fordham Law School conference on “Bob Dylan and the Law,” Mr.
Zornow published “Dylan’s Judgment on Judges: Power and Greed and Corruptible Seed
Seem To Be All That There Is,” 38 Fordham Urb. L.J. 1511 (2011). He has received a Burton
Award for legal writing.
Mr. Zornow also has been recognized for outstanding pro bono service to the New York City
Legal Aid Society.

7  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Stephen C. Robinson
Partner, New York
Litigation, Government Enforcement
and White Collar Crime

Stephen Robinson focuses on a range of litigation matters, including corporate internal
investigations, government enforcement matters, commercial disputes and monitorships.
Prior to joining Skadden in 2010, Judge Robinson served as a federal judge for the U.S.
District Court for the Southern District of New York. He was nominated by President George
W. Bush in 2003. While on the bench, Judge Robinson handled a full range of civil and
criminal cases.
Judge Robinson is a member of Skadden’s Policy Committee, which is the firm’s governing
body, and he serves as a co-chair of the global Diversity Committee. Judge Robinson also is
a member of the Advisory Board of the Skadden Fellowship.
T: 212.735.2800
F: 917.777.2800
stephen.robinson@skadden.com

Education
J.D., Cornell Law School, 1984
B.A., Cornell University, 1981

Bar Admissions
New York
Connecticut

Government Service
Judge, U.S. District Court for the
Southern District of New York (20032010)
U.S. Attorney, District of Connecticut
(1998-2001)
Federal Bureau of Investigation, Principal
Deputy General Counsel and Special
Assistant to the Director (1993-1995)
Assistant U.S. Attorney, Southern
District of New York (1987-1991)

Other Experience
Chief Executive Officer, Empower
New Haven (2002-2003)
Counsel and Chief Compliance Officer,
Aetna U.S. Healthcare (1995-1998)
Associate General Counsel and
Managing Director, Kroll Associates
(1991-1993)

Prior to serving on the Southern District bench, Judge Robinson held several positions in
government. In 1998, President Bill Clinton nominated Judge Robinson as the U.S. Attorney
for the District of Connecticut, where he served for three years. Judge Robinson spent three
years (1993-1995) as principal deputy general counsel and special assistant to the director
of the Federal Bureau of Investigation, where he participated in espionage matters and the
Oklahoma City bombing investigation. From 1987 to 1991, Judge Robinson was an assistant U.S. attorney for the Southern District of New York, where he prosecuted white collar
matters, securities fraud and narcotics cases. In 1990, he was awarded the Department of
Justice’s Director’s Award for Superior Service.
Judge Robinson also has extensive experience in the private sector. He began his legal career
in 1984 at a corporate law firm in New York City. In 1991, he joined Kroll Associates, an
international private investigations firm, as associate general counsel, and later became a
managing director. While at Kroll, he investigated Iraqi war crimes for the government of
Kuwait and allegations of corruption on behalf of the Brazilian Congress. In 1995, he joined
Aetna, Inc. as counsel and later served as chief compliance officer at Aetna U.S. Healthcare.
Representative matters in which Judge Robinson has been involved at Skadden include:
-- lead litigation counsel for Toyota Motor Corporation and Toyota Motor Sales, U.S.A., Inc.
in the defense of individual and class action lawsuits in both federal and state courts arising
from allegations of economic loss from alleged incidents of unintended acceleration;
-- counsel for Citibank, N.A. in defense of a RICO and class action lawsuit;
-- counsel for Capital One in a federal class action lawsuit; and
-- trial counsel for Regeneron Pharmaceuticals, Inc. in a patent litigation.
Judge Robinson was profiled in an article in The American Lawyer, which named the firm
as a finalist for “Litigation Department of the Year” (January 2014). He also was included in
Lawdragon 500 Leading Lawyers in America.
He serves on the board of directors of the Brennan Center for Justice and as a member of the
Cornell University Council and Cornell Law School’s Dean’s Advisory Committee. From
2002 to 2003, he was the CEO of Empower New Haven, a nonprofit agency based in New
Haven, Conn. Judge Robinson, who is a former Yale Law School Senior Research Fellow,
has taught both an advanced seminar on white collar crime and in the trial advocacy program
at Yale, and appellate advocacy at Cardozo Law School.

8  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Appendix 
Qualifications

 

Appendix B
Qualifications

Date

Entity

Client

Attorney Role

Issue

Skills Demonstrated

April
2015

Toyota Motor
Sales U.S.A.

Automotive
Manufacturer

Independent
Consultant

Individual and class action lawsuits
in both federal and state courts
arising from allegations of economic loss from alleged incidents
of unintended acceleration

Interaction with monitor
appointed by the DOJ pursuant
to the DPA

Litigation, accreditation and
regulatory matters resulting from
a 2014 report alleging academic
fraud involving thousands of
students, many of whom were
athletes

Prepared university submissions
to its regulator in charge of
accreditation oversight

February
2015

University of
North Carolina,
Chapel Hill

College/
University

Independent
Monitor

Also representing the university
in separate litigation alleging
discrimination by the university’s
admissions department

Assisted company in its
preparations for monitorship

Prepared university submissions to the NCAA after NCAA
review of athletic and academic
issues

February
2015

Yale University
(Police Advisory
Board)

College/
University

Advisory Board
Member

Reviewed police department’s
investigation into an incident
involving student

Conducted investigation and
wrote report to university
reviewing police department’s
handling of detention of student

May
2013

Rutgers
University

College/
University

Independent
Monitor

Independent review of the events
that preceded the dismissal of
former head basketball coach

Conducted investigation and
wrote report regarding allegations of misconduct

10  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Appendix C
Prior Experience
and References

C
11  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Appendix C
Prior Experience
and References
Skadden Partner

Contact Person

Position

Relationship

Contact Details

David Zornow

Hon. William F. Kuntz, II

Judge, U.S. District Court
for the Eastern District of
New York

New York City
Civilian Complaint
Review Board

225 Cadman Plaza East
Brooklyn, NY 11201
718.613.2200

Hon. Debra LivingstonThurgood Marshall

Judge, U.S. Court of Appeals
for the 2nd Circuit

New York City
Civilian Complaint
Review Board

U.S. Courthouse
40 Foley Square
New York, NY 10007
212.857.8500

Raymond Aab

Counsel, Koehler & Isaacs LLP

New York City
Civilian Complaint
Review Board

120 Broadway
29th Floor
New York, NY 10271
917.551.1346
raab@koehler-isaacs.com

Richard Condon, Esq.

Special Commissioner of
Investigation, New York City
School District, New York City
Department of Investigation

New York City
Civilian Complaint
Review Board

52 Chambers Street
New York, NY 10007
212.510.1425
rcondon@nycsci.org

Cleveland Metropolitan Bar Association and Skadden

5995 Mayfair Road
P.O. Box 3077
North Canton, OH 44720
330.490.4000
jonathan.leiken@diebold.com

Formerly Police Commissioner,
New York City Police Department and Commissioner,
Division of Criminal Justice
Services
Jonathan Leiken, Esq.

Senior Vice President & Chief
Legal Officer, Diebold Inc.
(Ohio)
Formerly President, Cleveland
Metropolitan Bar Association
and Associate, Skadden

12  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Skadden Partner

Contact Person

Position

Relationship

Contact Details

Stephen Robinson

Gregory Brown

Chairman and CEO,
Motorola Solutions

Rutgers University

1303 East Algonquin Road
Schaumburg, IL 60196
847.576.1993
gregory.brown@motorola.com

Chairman of the Board of
Governors, Rutgers University

Cynthia Carr

Deputy General Counsel,
Yale University

Yale University
(Police Advisory
Board)

2 Whitney Avenue
6th Floor
New Haven, CT 06510
203.432.4949
cynthia.carr@yale.edu

Jonathan Leiken, Esq.

Senior Vice President & Chief
Legal Officer, Diebold Inc.
(Ohio)

AUSA in SDNY
when Mr. Leiken
tried United States
v. Lawrence Savoca,
before Judge
Robinson as sitting
District Judge

5995 Mayfair Road
P.O. Box 3077
North Canton, OH 44720
330.490.4000
jonathan.leiken@diebold.com

Formerly President, Cleveland
Metropolitan Bar Association
and Associate, Skadden
David Parker

Associate Vice Chancellor
& Deputy General Counsel,
The University of North Carolina at Chapel Hill

University of North
Carolina, Chapel Hill

110 Bynum Hall
222 East Cameron Avenue
Campus Box 9105
Chapel Hill, NC 27514
919.962.5918
david_m_parker@unc.edu

Christopher Reynolds

General Counsel and Chief
Legal Officer

Toyota Motor
Corporation

19001 South Western Avenue
Torrance, CA 90501
310.468.2922
christopher_reynolds@toyota.com

13  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

 Skadden, Arps, Slate, Meagher Flom LLP and Affiliates