Denver Board of Ethics
Webb Municipal Building
201 West Colfax, 2nd Floor - (2.H-13)
Department 703 (for U.S. Mail)
Denver, CO 80202-5330
p: 720.865.8412
f: 720.865.8419
Email: lori.weiser@denvergov.org
www.denvergov.org/ethics

August 27, 2020
Mr. Everett B. Martinez
Assistant General Counsel
DEN Legal
Everett.Martinez@flydenver.com
RE: Case 20-18 – your request for advisory opinion/waiver concerning Gisela Shanahan
Dear Mr. Martinez,
On August 19, 2020, after discussing the matter with Ms. Gisela Shanahan, Ms. Cristal DeHerrera, and
you, the Denver Board of Ethics considered the request for an advisory opinion and waiver that you
submitted on July 30, 2020.
The facts as the Board understands them are as follows. Until recently, Gisela Shanahan was the Executive
Vice President and Chief Financial Officer to Denver International Airport (“DEN”). She was employed
at DEN for more than six years and was the Executive Vice President and Chief Financial Officer since
2015. With the impact of the COVID-19 pandemic, Ms. Shanahan and her husband have decided to spend
more time on the east coast, where they have two sons, four grandchildren, and a home, with plans to
relocate permanently. Ms. Shanahan plans to continue working, and prior to leaving DEN, she received
several offers from aviation-related employers. One of these firms, Frasca & Associates, L.L.C.
(“Frasca”), offered her a position in a consulting capacity in the area of general management for the
aviation industry, and Ms. Shanahan accepted this opportunity.
Frasca currently acts as Financial Advisor to the City and County of Denver (“the City”), for bond issuance
and debt related matters, when the City issues bonds on behalf of DEN. This contract is held by the City
and procured through the Department of Finance. Neither DEN, nor Ms. Shanahan, had any role in the
selection or administration of this contract. When Frasca supports bond issuances and debt-related
transactions for DEN, it is approved by the City’s Chief Financial Officer and supervised by the
Department of Finance.
While DEN is searching for an appropriate replacement for Ms. Shanahan as Chief Financial Officer, it is
anticipated that there will be the need to engage Ms. Shanahan through Frasca to provide advice to DEN
during the transition. The onboarding of a new Chief Financial Officer is expected to take more than a

Executive Director
Lori Weiser

Board Members
Joseph G. Michaels – Chair
Dianne Criswell – Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 year. Given her experience, Ms. Shanahan is in a unique position to provide this key financial advice and
consistency to the airport until it is able to select and onboard her replacement.
Subsequent employment is regulated by Section 2-64 of the Code of Ethics:
Sec. 2-64. Subsequent employment.
The purpose of this section is to avoid the actuality or appearance that employers who hire former
city officers or employees may get special treatment.
(a)

During six (6) months following termination of office or employment, no former officer,
official, or employee shall obtain employment outside of the city government in which he
or she will take direct advantage, unavailable to others, of matters with which he or she
took direct official action during his or her service with the city.

(b)

For one (1) year following termination of service with the city, no former officer, official,
or employee shall engage in any action or litigation in which the city is involved, on behalf
of any other person or entity, when the action or litigation involves an issue on which the
person took direct official action while in the service of the city.

It is also helpful to look at the Code’s definition of “direct official action.” This is found in Section 252(b):
(b)

Direct official action means any action which involves:

(1)

Negotiating, approving, disapproving, administering, enforcing, or recommending for or
against a contract, purchase order, lease, concession, franchise, grant, business loan or
other similar instrument in which the city is a party. With regard to "recommending," direct
official action occurs only if the person making the recommendation is in the formal line
of decision making.

(2)

Enforcing laws or regulations or issuing, enforcing, or regulating permits, licenses, benefits
or payments;

(3)

Selecting or recommending vendors, concessionaires, or other types of entities to do
business with the city;

(4)

Appointing and terminating employees, temporary workers, and independent contractors.

(5)

Doing research for, representing, or scheduling appointments for an officer, official, or
employee, provided that these activities are provided in connection with that officer's,
official's, or employee's performance of (1) through (4) above.
-2Board Members
Joseph G. Michaels – Chair
Dianne Criswell – Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 Direct official action does not include acts that are purely ministerial (that is, acts which do not
affect the disposition or decision with respect to the matter). With regard to the approval of
contracts, direct official action does not include the signing by the mayor, the auditor, the manager
of finance or the clerk, as required by Charter, unless the mayor, auditor, manager of finance or
clerk initiated the contract or is involved in selecting the contractor or negotiating or administering
the contract. A person who abstains from a vote is not exercising direct official action.
With respect to Ms. Shanahan’s employment by Frasca, prior cases have identified the key question as
whether the employee took direct official action with respect to the person’s new employer while working
for the City. This has been referred to as the “revolving door” provision, and it seeks to avoid the
appearance or actuality of a City employee selling to an employer or client his or her confidential
information and special relationships with colleagues and subordinates. Because Ms. Shanahan did not
take direct official action with respect to Frasca during her time with DEN, the Board has determined that
Ms. Shanahan’s immediate employment by Frasca does not violate Denver’s Code of Ethics.
The question you have brought to the Board is more nuanced. That is, whether Ms. Shanahan’s consulting
for DEN will constitute her taking direct advantage, unavailable to others, of matters of which she took
direct official action during her service with DEN, in violation of Section 2-64 of the Denver Code of
Ethics.
The Board has decided a number of prior cases where an officer, official, or employee retired from or left
the City and then came back on a contract basis to complete projects or assist with transitionary periods.
In case 15-28, the Board determined that:
. . . the principal problem which 2-64(a) appears intended to prevent is a conflict between the city
employee’s loyalty to the city and his or her loyalty to the person’s next employer. If the next
employer is also the city, that problem is alleviated.
The phrase “outside of the city government” was specifically added to Section 2-64(a) by City Council in
2007, at the request of the Board of Ethics, to clarify situations such as this. The prior conclusions reached
by the Board are that consulting is not prohibited, because it is not outside of the city government. These
opinions, however, are factually distinct because the prior employees privately contracted directly with
the City for additional services post-separation.
In this case, because the contract for Ms. Shanahan’s services would be with Frasca, and not directly with
Ms. Shanahan, the Board believes that it is proper to consider granting a waiver pursuant to Section 254(f) of the Denver Code of Ethics, which states:
(f)
Waivers. Any current, former, or prospective officer, official, or employee may submit a
written request for a waiver of any provision of the code of ethics in advance of taking any action
-3Board Members
Joseph G. Michaels – Chair
Dianne Criswell – Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 that is subject to the waiver request. The board of ethics is empowered to grant a waiver if it finds
that the waiver will serve the best interests of the city. The board shall issue appropriate notice of
its meeting on the waiver and its meeting shall be open to the public. The board shall either issue
or deny the waiver in writing including a statement of reasons released to the public within six (6)
weeks of receiving the request. All waiver decisions shall remain available on the board’s public
website.
Ms. Cristal DeHerrera, Chief of Staff for DEN, was candid when she stated that Ms. Shanahan’s
knowledge and expertise concerning DEN is unmatched and that the challenges of the global pandemic
have made it even more critical that the airport have a trusted and experienced advisor during this period
of uncertainty. Ms. DeHerrera stated that to date, with respect to the search for a successor, there are no
other candidates of the caliber of Ms. Shanahan.
With the benefit of this discussion, the Board of Ethics agreed that it is in the best interest of DEN, and
therefore, the City and County of Denver, for Ms. Shanahan to be able to consult with DEN during this
transition period and until another Chief Financial Advisor can be onboarded. The Board noted that this
is an unprecedented time and that the aviation industry has been dramatically impacted by the effects of
the COVID-19 pandemic. The Board thus decided to grant a waiver, pursuant to Section 2-54(f) of Code
of Ethics, to allow DEN to contract with Frasca for Ms. Shanahan’s services.
The Board cautions Ms. Shanahan to continue to be diligent to avoid the disclosure of any confidential
information obtained while working for DEN and the City, understanding that not only is she guided to
do so by Section 2-68 of the Denver Code of Ethics, but that Frasca is an entity that is regulated by the
Securities and Exchange Commission.
Please understand that this advisory opinion and waiver from the Board of Ethics is based on the specific
facts presented in your request, and to the extent that different facts and circumstances exist or arise, the
Board's conclusions and opinion are subject to change. Accordingly, if the facts underlying your request
for an advisory opinion differ from those set forth here, the Board encourages you to return to the Board
for additional advice and guidance. We welcome the opportunity to continue a dialogue with you
regarding the issues outlined in your request for advisory opinion. In addition, if you or DEN have any
future questions about the application of the Denver Code of Ethics, we encourage you to contact the
Board.
The Board thanks you for submitting this request for advisory opinion and waiver, and thanks Ms.
Shanahan, Ms. DeHerrera, and you for participating in the Board meeting on August 19, 2020.

For the Board of Ethics:

-4Board Members
Joseph G. Michaels – Chair
Dianne Criswell – Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith

 Joseph G. Michaels
Chair

-5Board Members
Joseph G. Michaels – Chair
Dianne Criswell – Vice Chair
Jane T. Feldman
Andrew S. Armatas
Sylvia S. Smith