Steve Wynn Lawsuit

Electronically Filed
11/7/2018 4:15 PM
Steven D. Grierson
COMP CLERK OF THE COURT
1 CAMPBELL & WILLIAMS
DONALD J. CAMPBELL, ESQ. (1216)
2
djc@cwlawlv.com
3 J. COLBY WILLIAMS, ESQ. (5549)
jcw@cwlawlv.com
4 700 South Seventh Street
Las Vegas, Nevada 89101
5 Telephone: (702) 382-5222
Facsimile: (702) 382-0540
6
7 CHRISTIANSEN LAW OFFICES

PETER S. CHRISTIANSEN, ESQ. (5254)
8 pete@christiansenlaw.com
810 South Casino Center Blvd., Suite 104
9 Las Vegas, Nevada 89101
10 Telephone: (702) 240-7979
Facsimile: (866) 412-6992
11
NIXON PEABODY LLP
12 BRIAN T. KELLY, ESQ. (pro hac vice to be filed)
bkelly@nixonpeabody.com
13 JOSHUA SHARP, ESQ. (pro hac vice to be filed)
14 jsharp@nixonpeabody.com
100 Summer Street
15 Boston, Massachusetts 02110-2131
16 Attorneys for Plaintiff

Stephen A. Wynn
17
DISTRICT COURT
18
CLARK COUNTY, NEVADA
19
20
STEPHEN A. WYNN, an individual, CASE NO.: A-18-784184-B
21 DEPT. NO.:
Plaintiff, Department 11
22 vs.
COMPLAINT
23 KAREN WELLS, in her individual and
official capacity; MASSACHUSETTS (Request for Business Court Assignment
24 GAMING COMMISSION, a political Pursuant to EDCR 1.16(a))
subdivision of the Commonwealth of
25 Massachusetts; WYNN RESORTS, (Exempt from Arbitration – Injunctive
LIMITED, a Nevada corporation; DOES I Relief Sought)
26 through X; ROE COMPANIES I through X,
27 Defendants.
28
Case Number: A-18-784184-B

Plaintiff Stephen A. Wynn (“Steve Wynn” or “Mr. Wynn”), by and through his undersigned
1
counsel, hereby complains as follows:
2
3 NATURE OF THE ACTION
4 1. Steve Wynn is the former Chief Executive Officer and Chairman of the Board of
5 Directors (“the “Board”) of Defendant Wynn Resorts, Limited (“Wynn Resorts” or the
6
“Company”). Mr. Wynn and Wynn Resorts were named as counterdefendants in an action styled
7
Wynn Resorts, Limited v. Kazuo Okada, et al., Case No. A-12-656710-B (the “Okada Litigation”),
8
which was pending in the Eighth Judicial District Court from or about February 2012 through
9
10 Spring 2018 when the matter was resolved. In addition to the Okada Litigation, Mr. Wynn and
11 the Company shared (and continue to share) common interests in a number of different pieces of
12 litigation and claims that arose during his tenure with Wynn Resorts and thereafter. In each of the
13 foregoing matters, Mr. Wynn, the Company, and their respective counsel entered into common
14
interest (also known as “joint defense”) agreements that enabled the parties and their counsel to
15
share attorney-client privileged communications and work product without risk that third parties
16
could claim a waiver of any applicable privileges or protections.
17
18 2. Mr. Wynn resigned from his positions with Wynn Resorts effective February 6,
19 2018. Sometime thereafter, Defendant Massachusetts Gaming Commission (“Mass Gaming”),
20 through its Investigations and Enforcement Bureau (“IEB”), commenced an investigation of Wynn
21
Resorts for the ostensible purpose of determining whether Wynn Resorts was qualified to hold a
22
gaming license in the Commonwealth of Massachusetts given various allegations that had been
23
reported about Mr. Wynn and Wynn Resorts in The Wall Street Journal and other media outlets.
24
3. As part of its investigation, Mass Gaming demanded that Wynn Resorts provide it
25
26 with various documents from the Okada Litigation and other legal matters. Upon information and
27 belief, Wynn Resorts has complied with those demands and produced many thousands of pages of
28 documents to Mass Gaming. Additionally, representatives of Mass Gaming and the IEB, including
2
Defendant Karen Wells, have conducted numerous interviews of individuals as part of the Mass
1
Gaming investigation. Upon information and belief, Mass Gaming has conducted multiple such
2
3 interviews in the State of Nevada.
4 4. Mr. Wynn is further informed and believes that Wynn Resorts has provided Mass
5 Gaming with scores of documents reflecting communications protected by Mr. Wynn’s attorney-
6
client privilege and/or the common interest agreements he entered with Wynn Resorts.
7
Notwithstanding his departure from the Company and the conclusion of certain legal matters at
8
issue, Mr. Wynn has never authorized Wynn Resorts to share such materials with Mass Gaming
9
10 or any other third party. Similarly, Mass Gaming, through Karen Wells and others whose identities
11 are presently unknown, has flagrantly invaded and/or attempted to invade Mr. Wynn’s attorney-
12 client privileged and common interest protected communications when questioning various
13 individuals as part of its investigation. Mr. Wynn has repeatedly objected to the disclosure of his
14
protected communications and has repeatedly demanded that Wynn Resorts and Mass Gaming
15
provide him with a list of the documents and other information provided by Wynn Resorts to Mass
16
Gaming so that he can determine whether, and to what extent, the Company has improperly
17
18 disclosed his protected communications to the regulators.
19 5. Wynn Resorts has yet to respond substantively to Mr. Wynn’s repeated requests. As
20 for Mass Gaming, it too initially refused Mr. Wynn’s requests, but recently provided Mr. Wynn’s
21
counsel with access to a small subset of documents in its possession. Those documents confirm
22
the Company has, in fact, improperly disclosed Mr. Wynn’s protected communications at the
23
unrelenting behest of Mass Gaming officials. Mass Gaming has announced its intention to issue
24
a public report concerning the results of its investigation by early-December 2018.
25
26 6. Recognizing that they have conducted their months-long investigation into Wynn
27 Resorts with total disregard for protecting the privileged communications of Mr. Wynn—who,
28 again, has no ability to determine what communications and materials have been provided to
3
regulators—Mass Gaming officials have simply donned the judge’s robe, cracked the gavel, and
1
unilaterally determined that Mr. Wynn has failed to sustain his burden of establishing that any
2
3 privilege applies to the unknown universe of documents acquired during the Mass Gaming
4 investigation. Indeed, on November 1, 2018, Mass Gaming (through counsel) confirmed in

5 writing that it is denying all of Mr. Wynn’s requests for information on this issue and proceeding
6
apace with the completion of its report.
7
7. Because the stated position of Mass Gaming and the continued silence of Wynn
8
Resorts are tantamount to requiring Mr. Wynn to fight this privilege battle while blindfolded and
9
10 with both arms tied behind his back, he now seeks relief from this Court to redress the breach of
11 his common interest agreements with Wynn Resorts and to enjoin the public dissemination of
12 Mass Gaming’s report to the extent it contains, discloses or otherwise relies upon Mr. Wynn’s
13 protected communications and materials. Absent Mr. Wynn taking affirmative action to protect
14
against the irretrievable loss of his privileged and protected information, he will most assuredly
15
face claims of waiver in the lawsuits he continues to defend alongside Wynn Resorts as well as in
16
any actions filed in the future.
17
18 INDENTIFICATION OF PARTIES
19 8. Plaintiff Steve Wynn is a citizen of the State of Nevada. He is the founder of Wynn
20 Resorts, the former Chief Executive Officer of the Company, and the former Chairman of its
21
Board.
22
9. Defendant Karen Wells is the Director of the Investigations and Enforcement
23
Bureau of the Massachusetts Gaming Commission. Defendant Wells is a licensed attorney in
24
Massachusetts, and upon information and belief, is leading Mass Gaming’s investigation of Wynn
25
26 Resorts.
27
28
4
10. Defendant Massachusetts Gaming Commission is a political subdivision of the
1
Commonwealth of Massachusetts and responsible for developing and managing the process to
2
3 select, license, oversee, and regulate all expanded gaming facilities in Massachusetts.
4 11. Defendant Wynn Resorts is a Nevada corporation with its principal place of business
5 in the State of Nevada. Wynn Resorts is presently building a luxury casino resort known as Encore
6
Boston Harbor in Everett, Massachusetts just outside Boston.
7
12. The true names and capacities, whether individual, corporate, limited liability
8
company, partnership, associate or otherwise of Defendants named herein as DOES I through X,
9
10 inclusive, and ROE Companies I through X, inclusive, and each of them are unknown to Mr. Wynn
11 at this time, and he therefore sues said Defendants and each of them by such fictitious name. Mr.
12 Wynn will advise this Court and seek leave to amend this Complaint when the names and
13 capacities of each such Defendant have been ascertained. Mr. Wynn alleges that each Defendant
14
herein designated as a DOE or ROE Company is responsible in some manner for the events and
15
happenings herein referred to as hereinafter alleged, is or was conducting business in the State of
16
Nevada, and/or has targeted his/her/its actions against Mr. Wynn in the State of Nevada.
17
18 JURISDICTION AND VENUE
19 13. The Court has jurisdiction over this matter and the parties thereto pursuant to NRS
20 14.065. Mr. Wynn is a citizen of Nevada. Wynn Resorts is a Nevada Corporation with its principal
21
place of business in Nevada. Defendant Wells and Defendant Mass Gaming availed themselves
22
of the laws of the State of Nevada in the course of operating, conducting, engaging in, or carrying
23
on their investigative activities in the State of Nevada including, but not limited to, attending court
24
proceedings in the Okada Litigation, invading Mr. Wynn’s privileged communications during
25
26 interviews conducted in Nevada, and gathering Mr. Wynn’s privileged and protected documents
27 in Nevada and/or from a Nevada corporation. Moreover, Defendants’ alleged breaches occurred
28 in Nevada and/or caused harm to Mr. Wynn in Nevada.
5
14. Venue is proper in this district pursuant to NRS 13.010, et seq.
1
15. Pursuant to EDCR 1.61, this case has been designated as a business matter because
2
3 it concerns breach of contract actions and business torts committed by business entities.
4 ALLEGATIONS COMMON TO ALL CLAIMS

5 16. On or about February 19, 2012, Wynn Resorts commenced the Okada Litigation.
6
The case arose from the Company’s redemption of stock held by Aruze USA, Inc. (“Aruze”).
7
Aruze and its affiliates thereafter asserted counterclaims against Wynn Resorts, Mr. Wynn, the
8
Company’s other directors, and Kimmarie Sinatra, the Company’s then-General Counsel. Elaine
9
10 Wynn, Mr. Wynn’s ex-wife, who was sued by Aruze as a member of the Board at the time of the
11 redemption, subsequently filed crossclaims against Mr. Wynn, the Company, and Ms. Sinatra.
12 17. Wynn Resorts, Mr. Wynn and Ms. Sinatra were represented by separate counsel in
13 the Okada Litigation. The foregoing parties and their respective counsel entered into a common
14
interest agreement by which they agreed to share privileged communications and work product to
15
jointly defend against Aruze’s counterclaims and Elaine Wynn’s crossclaims.
16
18. Though the parties did not enter into a written common interest agreement, they
17
18 nonetheless memorialized the agreement through their conduct and that of their attorneys
19 throughout the six-plus years of the Okada Litigation.
20 19. Mr. Wynn’s attorneys, for example, sent thousands of communications to and shared
21
confidential information with Wynn Resorts’ attorneys, both inside and outside counsel, and Ms.
22
Sinatra’s attorneys regarding countless issues that arose during the Okada Litigation. Similarly,
23
Wynn Resorts’ attorneys, both inside and outside counsel, and Ms. Sinatra’s attorneys sent
24
thousands of communications to and shared confidential information with Mr. Wynn’s attorneys
25
26 regarding countless issues that arose during the Okada Litigation. All parties and all counsel
27 treated these shared communications and materials as confidential and subject to common interest
28 protection for purposes of developing and implementing strategy in the Okada Litigation. Indeed,
6
many of the subject communications between and among counsel were expressly denominated as
1
being protected by the “common interest privilege.”
2
3 20. During the pendency of the Okada Litigation, various other legal matters arose that
4 implicated, or potentially implicated, the interests and rights of Wynn Resorts and Mr. Wynn.
5 Wynn Resorts and Mr. Wynn again utilized separate counsel to represent their respective interests
6
in these matters. Respective counsel for Wynn Resorts and Mr. Wynn again exchanged
7
communications and confidential information with each other regarding issues that arose during
8
these matters, all of which the parties and their counsel treated as confidential and subject to
9
10 common interest protection.
11 21. On January 26, 2018, The Wall Street Journal published an article alleging that
12 “dozens” of former Wynn Resorts employees had accused Mr. Wynn of engaging in sexual
13 misconduct while he was Chairman and CEO of the Company. The Wall Street Journal and other
14
media outlets thereafter published additional articles and stories on the same subject, many of
15
which contained demonstrably false statements of fact for which Mr. Wynn is presently pursuing
16
legal relief.
17
18 22. In the wake of the media firestorm that ensued following the January 26 article,
19 Wynn Resorts formed a Special Committee of the Board to investigate the allegations made against
20 Mr. Wynn and to conduct a comprehensive review of Wynn Resorts’ internal policies and
21
procedures (the “Special Committee”). The Company retained Gibson, Dunn & Crutcher, LLP
22
(“Gibson Dunn”) as outside counsel to assist with the Special Committee’s review.
23
23. On or about January 31, 2018, Mass Gaming, through Defendant Wells, announced
24
that it too would be investigating the allegations contained in the January 26 article to determine
25
26 if Wynn Resorts was suitable to hold a gaming license in the state.
27 24. Mr. Wynn resigned as Chairman and CEO of Wynn Resorts effective February 6,
28 2018. Mr. Wynn thereafter sold all of his shares in Wynn Resorts. Because Mr. Wynn had
7
terminated his relationship with Wynn Resorts and no longer exercised any control over the
1
Company, Mass Gaming determined in or about May 2018 that he was no longer an “individual
2
3 qualifier” required to be deemed “suitable” under state gaming laws.
4 25. Given his status as a non-qualifier, Mr. Wynn was under no obligation to cooperate
5 with Mass Gaming’s ongoing investigation into Wynn Resorts. Despite this fact, Mr. Wynn’s
6
counsel routinely fielded and responded to various inquiries from Mass Gaming investigators
7
while, at the same time, ensuring that any information they provided to Mass Gaming did not
8
reveal any of Mr. Wynn’s attorney-client privileged communications or any other material that
9
10 would be protected under the common interest agreements entered between and among Mr. Wynn,
11 Wynn Resorts, and (for certain matters) Ms. Sinatra.
12 26. Mr. Wynn’s counsel was similarly careful to protect Mr. Wynn’s privileged
13 information when dealing with information requests from the Wynn Resorts’ Special Committee.
14
Indeed, Mr. Wynn formally voiced his concern that the Special Committee may have improperly
15
accessed his protected materials in a letter dated July 16, 2018, stating in part:
16
As we have not been given access to the charter or resolution authorizing the
17 retention of Gibson, Dunn & Crutcher (“GDC”) to conduct the investigation on
18 behalf of the Special Committee, we have no way of knowing the full scope and
subject matter that was authorized to be examined or the protocols that govern the
19 investigation itself.
***
20 As an initial matter, we have substantial concerns that the investigators may have
unilaterally obtained and reviewed, or used privileged communications, belonging
21
to Mr. Wynn personally, or in violation of joint defense/common interest
22 agreements that existed between Mr. Wynn and WRL, and their respective counsel,
in the Okada litigation, and potential matters related thereto.
23
27. When Gibson Dunn and Wynn Resorts failed to provide a satisfactory response to
24
Mr. Wynn’s concerns, his counsel followed up again on August 8, 2018:
25
26 Did the investigators take steps to insulate joint defense materials?
27 As we explained to Greta, there is a concern that the investigators may have

accessed communications between lawyers from Campbell Williams and lawyers
28 for the Company (either internal or external) that were exchanged pursuant to a
8
joint defense agreement. We wanted to raise this issue again now, while no
1 information that may have been gleaned from those communications has been
released to third parties, to provide you with an opportunity to excise such materials
2
from any presentations that may be made to third parties.
3
Once again, neither Gibson Dunn nor Wynn Resorts provided a satisfactory response to Mr.
4
Wynn’s concerns. To the contrary, Wynn Resorts announced in early-August 2018 that the Special
5
6 Committee had concluded its investigation and that it would be providing its report to gaming
7 regulators, including Mass Gaming. Wynn Resorts has, however, refused to provide Mr. Wynn
8 with a copy of the Special Committee report so that he can determine whether it improperly
9 discloses or otherwise relies upon his protected information.
10
28. Mr. Wynn’s concerns proved to be well-founded when, shortly after submission of
11
the Special Committee’s report to Mass Gaming, his counsel received parallel inquiries from
12
Defendant Wells and Company counsel. First, Company counsel requested the law firm Campbell
13
14 & Williams—Mr. Wynn’s personal counsel throughout the Okada Litigation—to provide it with
15 the firm’s file related to a confidential mediation involving a former Company employee who was
16 claiming unlawful termination. Wynn Resorts was taking the position that it was entitled to the
17
firm’s file because Campbell & Williams had represented the Company in the employment matter.
18
Mr. Wynn is informed and believes that the Company’s request in this regard was prompted by
19
demands from Mass Gaming officials, including Defendant Wells. At or about the same time,
20
Campbell & Williams received a written communication from Defendant Wells requesting to
21
22 interview the firm’s senior partner, Donald J. Campbell, as part of the Mass Gaming investigation
23 into Wynn Resorts.1 Defendant Wells specifically, albeit erroneously, identified Mr. Campbell as
24 “outside counsel for Wynn Resorts.”
25
26
27 1
See email from K. Wells to C. Williams dated Oct. 4, 2018, a true and correct copy of which is
28 attached hereto as Exhibit 1. The e-mail has been redacted to protect Ms. Wells’ cellular phone
number.
9
29. On October 15, Mr. Campbell wrote to Defendant Wells and advised that there had
1
been a potentially grave breach of Mr. Wynn’s and Wynn Resorts’ common interest agreement
2
3 through the improper disclosure by Wynn Resorts of Mr. Wynn’s privileged materials to Mass
4 Gaming. Mr. Campbell further advised that said breach likely contaminated Mass Gaming’s
5 investigation and its forthcoming report, that Ms. Wells was in error when contending that
6
Campbell & Williams represented Wynn Resorts simply because the Company paid certain of the
7
firm’s invoices, and that he would not acquiesce in any waiver of Mr. Wynn’s privileges by
8
submitting to an interview by Mass Gaming. Mr. Campbell further sought assurances from
9
10 Defendant Wells that Mass Gaming would not make use of Mr. Wynn’s protected materials in any
11 manner whatsoever.2
12 30. The same day, Mr. Campbell sent a letter to Wynn Resorts’ new General Counsel,
13 Ellen Whittemore, advising her of Mr. Wynn’s serious concerns that the Company had improperly
14
disclosed his protected communications to Mass Gaming officials. Mr. Campbell also reaffirmed
15
that he had, at all times, acted as Mr. Wynn’s counsel in the Okada Litigation and the employment
16
matter inquired about previously. Finally, Mr. Wynn requested that Wynn Resorts answer certain
17
18 questions to enable Mr. Wynn to determine whether and to what extent there had been a breach of
19 the parties’ common interest agreement.3
20 31. Defendant Wells responded to Mr. Campbell’s letter on October 17.4 Ms. Wells
21
requested more information regarding the “alleged” common interest agreement referenced in Mr.
22
23
2
24 See letter from D. Campbell to K. Wells dated Oct. 15, 2018, a true and correct copy of which
is attached hereto as Exhibit 2.
25
3
See letter from D. Campbell to E. Whittemore dated Oct. 15, 2018, a true and correct copy of
26
which is attached hereto as Exhibit 2. The letter has been redacted in part to remove identifying
27 information regarding the employment matter referenced herein.
4
28 See letter from K. Wells to D. Campbell dated Oct. 17, 2018, a true and correct copy of which
is attached hereto as Exhibit 4.
10
Campbell’s letter and further demanded that Mr. Wynn prepare a privilege log identifying all
1
documents he contended were protected by the attorney-client privilege. Such a demand was, of
2
3 course, absurd and obviously impossible to perform given that Mr. Wynn had no idea what
4 documents had been provided to Mass Gaming in the first place. Mr. Wynn’s Boston-based
5 attorney, Brian Kelly, so advised Ms. Wells in a letter dated October 18, 2018.5
6
32. The next day, Mr. Wynn’s counsel received contradictory responses from outside
7
counsel for Mass Gaming and outside counsel for Wynn Resorts. For its part, Mass Gaming
8
continued to assert that Mr. Wynn had not substantiated his claim of a common interest agreement,
9
10 so Defendant Wells intended to reach out to Wynn Resorts for information that may bear on Mr.
11 Wynn’s claims in this regard.6
12 33. Despite Mass Gaming’s professed intent to reach out to Wynn Resorts to help flesh
13 out the common interest issue, the Company’s letter was one of abstention. Specifically, Wynn
14
Resorts advised that it was aware of Mr. Wynn’s ongoing dispute with Mass Gaming, that it hoped
15
Mr. Wynn and Mass Gaming could resolve the matter directly with each other, and that the
16
Company would respond to the questions posed in Mr. Campbell’s October 15 letter should the
17
18 dispute with Mass Gaming remain unresolved.7 Notably, Wynn Resorts never denied the existence
19 of any common interest agreements with Mr. Wynn.
20 34. Mr. Wynn responded to the Company’s letter on October 22, 2018 and, in the face
21
of the Company’s non-denial on the point, reaffirmed the undisputed nature of the common interest
22
23
5
24 See Letter from B. Kelly to K. Wells dated Oct. 18, 2018, a true and correct copy of which is
attached hereto as Exhibit 5.
25
6
See letter from D. Mackey to B. Kelly dated Oct. 19, 2018, a true and correct copy of which is
26 attached hereto as Exhibit 6.
27 7
See letter from D. Kennedy to D. Campbell dated Oct. 19, 2018, a true and correct copy of which
28 is attached hereto as Exhibit 7.
11
agreements that exist between Mr. Wynn and Wynn Resorts in the Okada Litigation and other
1
matters.8 For good measure, Mr. Wynn also included an example of one such communication as
2
3 an exhibit to his letter. Finally, given the ongoing dispute with Mass Gaming, Mr. Wynn again
4 requested that the Company respond to the questions posed in his October 15 letter.
5 35. On October 23, 2018, Mr. Wynn provided Mass Gaming with a copy of his response
6
to the Company.9 Mr. Wynn also notified Mass Gaming that he had learned from participants in
7
Ms. Wells’ recorded interviews of former Company counsel—including interviews that occurred
8
in Nevada—that Ms. Wells, a licensed attorney, had repeatedly posed questions during the
9
10 interviews that sought to invade Mr. Wynn’s personal privileges. Ms. Wells was of the apparent
11 belief that she could invade Mr. Wynn’s privileges because Wynn Resorts had purportedly waived
12 all of its privileges. The attorney representing the interviewees specifically noted the impropriety
13 of such questioning without a waiver by Mr. Wynn (which had never been provided), objected
14
thereto, and instructed the witnesses not to answer despite Defendant Wells’ objections to the
15
instructions.
16
36. After receiving the October 23 letter, and in an apparent effort at damage control,
17
18 Mass Gaming offered to allow Mr. Wynn’s Boston counsel to review a small subset of materials
19 it had acquired from Wynn Resorts. Mass Gaming purportedly selected the subject materials
20 because they contained Mr. Campbell’s name or the name of Campbell & Williams within the
21
body of the document. Mr. Kelly reviewed the documents on October 25, 2018.
22
23
24
25 8
See letter from D. Campbell to D. Kennedy dated Oct. 22, 2018, a true and correct copy of which
is attached hereto as Exhibit 8. The letter has been redacted in part to remove identifying
26 information regarding the employment matter referenced herein.
27 9
See letter from B. Kelly to D. Mackey dated Oct. 23, 2018, a true and correct copy of which is
28 attached hereto as Exhibit 9.
12
37. Mr. Kelly’s review confirmed what Mr. Wynn had suspected as the subject materials
1
reflected confidential communications between Mr. Campbell and Company counsel (both
2
3 internal and external) regarding a matter of common interest in which Mr. Wynn and the Company
4 would potentially be defending claims asserted by a common adversary. Mr. Kelly memorialized
5 Mr. Wynn’s position that the materials were protected by the parties’ common interest agreement
6
in a letter dated October 26, 2018.10
7
38. Mr. Wynn further notified the Company of this development in a letter dated the
8
same day. In light of this new information and the ongoing dispute with Mass Gaming, Mr. Wynn
9
10 once more requested that the Company provide him with the information requested in his October
11 15 letter.11 Despite the representations contained in its October 19 letter, the Company has
12 declined to provide the requested information or to otherwise respond further to Mr. Wynn.
13 39. On November 1, 2018, Mass Gaming advised Mr. Wynn that it had unilaterally
14
made the determination that he failed to sustain his burden that any common interest privilege
15
applies to the documents. Mass Gaming additionally advised that it was denying Mr. Wynn’s
16
requests for additional information to determine the breadth of any breach beyond the small subset
17
18 of documents made available for his counsel’s review. Finally, Mass Gaming advised that it
19 intended to complete its report “forthwith.”12
20
21
22 10
See letter from B. Kelly to D. Mackey dated Oct. 26, 2018, a true and correct copy of which is
23 attached hereto as Exhibit 10. The letter has been redacted in part to remove identifying
information regarding the employment matter referenced herein.
24
11
See letter from D. Campbell to D. Kennedy dated Oct. 26, 2018, a true and correct copy of
25 which is attached hereto as Exhibit 11. The letter has been redacted in part to remove identifying
information regarding the employment matter referenced herein.
26
12
27 See letter from D. Mackey to B. Kelly dated Nov. 1, 2018, a true and correct copy of which is
attached hereto as Exhibit 12. The letter has been redacted in part to remove identifying
28 information regarding the employment matter referenced herein as well as Mass Gaming’s
gratuitous inclusion of Mr. Wynn’s protected information.
13
FIRST CAUSE OF ACTION
1
(Breach of Contract – Wynn Resorts, Limited)
2
3 40. Mr. Wynn incorporates all previous paragraphs as though fully set forth herein.
4 41. Mr. Wynn and Wynn Resorts entered common interest agreements in the Okada
5 Litigation and other legal matters that enabled the parties and their counsel to share attorney-client
6
privileged communications and work product without risk that third parties could claim a waiver
7
of any applicable privileges or protections.
8
42. Mr. Wynn fully performed each and every covenant, condition, and obligation under
9
10 the parties’ common interest agreements except to the extent such covenants, conditions, and
11 obligations were waived, excused or rendered impossible by Wynn Resorts’ wrongful conduct.
12 43. Wynn Resorts materially breached the parties’ common interest agreements by
13 disclosing to Mass Gaming (and likely other regulators) Mr. Wynn’s attorney-client privileged
14
communications and other protected materials.
15
44. As a direct and proximate result of Wynn Resorts’ material breaches, Mr. Wynn has
16
been damaged in an amount greater than $15,000.
17
18 45. Mr. Wynn has been forced to hire an attorney to prosecute this action and therefore
19 seeks recovery of his attorney's fees and court costs.
20 SECOND CAUSE OF ACTION

21
(Breach of the Implied Covenant of Good Faith and Fair Dealing – Wynn Resorts, Limited)
22
46. Mr. Wynn incorporates all previous paragraphs as though fully set forth herein.
23
47. The common interest agreements alleged herein form express, binding contractual
24
relationships and understandings between Mr. Wynn and Wynn Resorts.
25
26 48. The common interest agreements contain an implied covenant of good faith and fair
27 dealing by and between the parties, which prohibits them from engaging in activity or conduct
28
14
designed to prevent the other party from receiving the benefits of the contract or depriving the
1
other party of its justified expectations thereunder.
2
3 49. Mr. Wynn fully performed each and every covenant, condition, and obligation under
4 the common interest agreements except to the extent such covenants, conditions, and obligations
5 were waived, excused or rendered impossible by Wynn Resorts’ wrongful conduct.
6
50. Wynn Resorts breached its covenant of good faith and fair dealing by refusing to
7
provide Mr. Wynn with any information as to the universe of documents it has provided to Mass
8
Gaming (and other regulators) as well as related acts and omissions, all of which preclude Mr.
9
10 Wynn from being able to assess the scope of any breach of the parties’ common interest agreements
11 and to take remedial action to mitigate (if that is even possible) the monetary and irreparable harm
12 caused by such breaches.

13 51. As a direct and proximate result of Wynn Resorts’ breach, Mr. Wynn has been
14
damaged in an amount greater than $15,000.
15
52. Mr. Wynn has been forced to hire an attorney to prosecute this action and therefore
16
seeks recovery of his attorney's fees and court costs.
17
18 THIRD CAUSE OF ACTION
19 (Interference with Contractual Relations – Karen Wells and Mass Gaming)
21
54. Karen Wells and Mass Gaming had knowledge of the common interest agreements
22
that exist between Wynn Resorts and Mr. Wynn. Despite said knowledge these Defendants took
23
actions with the intent to disrupt and frustrate performance of the common interest agreements.
24
55. Karen Wells and Mass Gaming intentionally interfered with the parties’ common
25
26 interest agreements by, inter alia, repeatedly demanding that Wynn Resorts provide them with
27 documents protected by Mr. Wynn’s attorney-client privilege and the parties’ common interest
28 agreement. Defendants were able to force Wynn Resorts’ to comply with their improper demands
15
with threats that the Company would be deemed to have violated its obligation to “cooperate” with
1
the Mass Gaming investigation into Wynn Resorts’ suitability.
2
3 56. Karen Wells and Mass Gaming additionally interfered with the parties’ common
4 interest agreements by, inter alia, eliciting or attempting to elicit Mr. Wynn’s attorney-client
5 privileged or other protected information when conducting interviews of various Wynn Resorts’
6
personnel, including the Company’s former counsel (both internal and external).
7
57. Karen Wells and Mass Gaming willfully and knowingly acted to damage Mr.
8
Wynn’s interests. They did so with malice, oppression, fraud and with a conscience disregard of
9
10 Mr. Wynn’s rights.
11 58. As a direct and proximate result of Defendants’ intentional interference, Mr. Wynn
12 has been damaged in an amount greater than $15,000. Mr. Wynn is entitled to an award of
13 damages, including punitive damages.
14
15
seeks recovery of his attorney's fees and court costs.
16
FOURTH CAUSE OF ACTION
17
18 (Breach of Fiduciary Duty – Wynn Resorts, Limited)
19 60. Mr. Wynn incorporates all previous paragraphs as though previously set forth.
20 61. As parties to common interest agreements designed to protect the confidentiality of

21
shared attorney-client communications and work product, Mr. Wynn and Wynn Resorts had a
22
special relationship of reliance and trust such that they owed each other fiduciary duties. Such
23
fiduciary duties impose obligations of the utmost loyalty and full disclosure of all material facts.
24
Mr. Wynn was particularly reliant on Wynn Resorts to protect the parties’ privileged and
25
26 confidential information as he was not privy to the information demands being made by Mass
27 Gaming, the Special Committee and other regulators, and lacked any voice in the Company’s
28 responses thereto.
16
62. Wynn Resorts breached its fiduciary duties to Mr. Wynn by disclosing to Mass
1
Gaming (and likely other regulators) Mr. Wynn’s attorney-client privileged communications and
2
3 other protected materials that are subject to the parties’ common interest agreements. Wynn
4 Resorts further breached its fiduciary duties to Mr. Wynn by repeatedly refusing to disclose to Mr.
5 Wynn the universe of material it has provided to gaming regulators.
6
63. As a direct and proximate result of Wynn Resorts’ breach, Mr. Wynn has been
7
damaged in an amount greater than $15,000.
8
9
11 FIFTH CAUSE OF ACTION
12 (Aiding and Abetting Breach of Fiduciary Duty – Karen Wells and Mass Gaming)
13 65. Mr. Wynn incorporates all previous paragraphs as though fully set forth.
14
66. Wynn Resorts breached its fiduciary duties to Mr. Wynn as set forth above.
15
67. Karen Wells and Mass Gaming knowingly participated and substantially assisted
16
Wynn Resorts’ breach of fiduciary duties through the conduct detailed herein.
17
18 68. Mass Gaming and Karen Wells willfully and knowingly acted to damage Mr.
19 Wynn’s interests. They did so with malice, oppression, fraud and with a conscience disregard of
20 Mr. Wynn’s rights.

21
69. As a direct and proximate result of Defendants’ intentional interference, Mr. Wynn
22
has been damaged in an amount greater than $15,000. Mr. Wynn is entitled to an award of
23
damages, including punitive damages.
24
25
27
28
17
SIXTH CAUSE OF ACTION
1
(Injunctive Relief – All Defendants)
2
4 72. The improper disclosure of Mr. Wynn’s attorney-client privileged communications

5 and other protected materials has caused and will continue to cause Mr. Wynn irreparable harm
6
for which there is no adequate remedy at law.
7
73. Accordingly, Mr. Wynn seeks injunctive relief to enjoin Wynn Resorts from any
8
further dissemination of his attorney-client privileged communications and other protected work
9
10 product in violation of the parties’ common interest agreements and Mr. Wynn’s privacy rights.
11 74. Additionally, Mr. Wynn seeks an injunction to enjoin Karen Wells and Mass
12 Gaming from publicly issuing a report that contains, discloses or otherwise relies upon Mr. Wynn’s
13 attorney-client privileged communications or other protected material, including material
14
protected by Mr. Wynn’s privacy rights. As part of any injunction and to restore the status quo,
15
Wells and Mass Gaming should be ordered to return or destroy all of Mr. Wynn’s attorney-client
16
privileged and protected materials and to refrain from the use of such materials for any purpose
17
18 whatsoever.
19 DEMAND FOR JURY TRIAL
20 75. Mr. Wynn demands a trial by jury on all issues so triable.

21
PRAYER FOR RELIEF
22
WHEREFORE, Mr. Wynn prays for judgment as follows:
23
1. For compensatory damages against all Defendants in an amount in excess of
24
$15,000;
25
26 2. For punitive damages against Defendants Karen Wells and Mass Gaming in an
27 amount in excess of $15,000;

28
18
3. For injunctive relief against Wynn Resorts enjoining it from any further
1
dissemination of Mr. Wynn’s attorney-client privileged communications and other protected work
2
3 product in violation of the parties’ common interest agreements and Mr. Wynn’s privacy rights;
4 4. For injunctive relief against Karen Wells and Mass Gaming enjoining them from
5 publicly issuing a report that contains, discloses or otherwise relies upon Mr. Wynn’s attorney-
6
client privileged communications or other protected material, including material protected by Mr.
7
Wynn’s privacy rights. As part of any injunction and to restore the status quo, Wells and Mass
8
Gaming should be ordered to return or destroy all of Mr. Wynn’s attorney-client privileged and
9
10 protected materials and to refrain from the use of such materials for any purpose whatsoever.
11 5. For an award of attorney’s fees and costs; and
12 6. For such other and further relief as the Court deems just and proper.
13 DATED this 7th day of November, 2018.
14
15 CAMPBELL & WILLIAMS
16
By__/s/ Donald J. Campbell___________________
17 DONALD J. CAMPBELL, ESQ. (1216)
J. COLBY WILLIAMS, ESQ. (5549)
18 700 South Seventh Street
19 Las Vegas, Nevada 89101
20 CHRISTIANSEN LAW OFFICES

PETER S. CHRISTIANSEN, ESQ. (5254)
21 810 South Casino Center Blvd., Suite 104
22
23 NIXON PEABODY LLP
BRIAN T. KELLY, ESQ. (pro hac vice to be filed)
24 JOSHUA SHARP, ESQ. (pro hac vice to be filed)
100 Summer Street
25 Boston, Massachusetts 02110-2131
26
Attorneys for Plaintiff
27 Stephen A. Wynn
28
19
Exhibit 1
Tuesday, November 6, 2018 at 5:50:56 PM Pacific Standard Time
Subject: Don Campbell interview

Date: Thursday, October 4, 2018 at 8:37:31 AM Pacific Daylight Time
From: Wells, Karen (MGC)
To: Colby Williams
CC: Connors, Brian (MGC), Whittemore, Ellen F.(ewhittemore@bhfs.com), Aldrian, Eric
(Eric.Aldrian@wynnresorts.com)
Attorney Williams,
The Investigation and Enforcement Bureau of the Massachusetts Gaming Commission is seeking to interview
Attorney Don Campbell as part of its investigation into the ongoing suitability of Wynn MA LLCand its
corresponding qualifiers. I understand that Attorney Campbell is currently out of the country and returning
on October 10th. As the investigation is nearing a close, it is imperative that we schedule this interview as
soon as possible. Ideally, we would like to interview Attorney Campbell on either October 15th or 16th here in
Boston. For certain other outside counsel for Wynn Resorts, the company has coordinated sending the
witnesses to us for the interviews. Please let me know if that schedule works for Attorney Campbell.
If you have any questions, I can be reached at cell)
Karen Wells
Director
Investigations and Enfo1·cement Bureau
Massachusetts Gaming Conunission

101 Federal Street, 12th Floor
Boston, Massachusetts 02110
TEL 617.979.8430 I CELL FAX 617.557.1769
Page 1 of 1
Exhibit 2
I
CAMPBELL
&WILLIAMS
ATTORNl:YS A'T I.AW
October 15~2018
E-Mail.& U.S.Mail
V"uz.
Karen.Wells
Director
Investigations and Enforcement Bureau
Massachusetts Ganrlng Commission
101 Federal Street:,12th Floor
Boston,.MA 02110
karen.wells@state.ma.us
RE: StephenA. Wynn
Dear :Ms.Wells:
I write on behalf of my client. Stephen A Wynn, regarding a potentially grave breach of

the attorney-client privilege with important implications for the Investigation and Enforcement
Bureau's ('"IEB's'j investigation. It has come to my attention that, in the course of the IEB's
inquiry m:to Wynn Resorts Limited ("\1/RL" or the "Company'")~counsel for the Company
improperly provided to you and other IEB investigators documents and infom:ra:tlon(collectively,
the ''Materials") that are protected by !vfr. Wynn's attorney-clientprivilege.
The Mmerials were originally provided to WRL by my firm for Mr. Wynn pursuant to a
joint defense/commoninterestprivilege and are therefore clearly protected from disclosure to third
parties "WithoutMr. Wynn's authorization. WRL had and has no ability to waive ~:tr_ Wynn's
privilege. It is hlack~letterlaw that one pa.tfy to a joint defense/commoninterest privilege cannot
disclose material provided to it by another party to such an agreement absent consent. See, e.g.,
UnitedStates R Gonzalez,669 F.3d 974, 982 (9th Cir. 2012) (..[TJhe case law is clear that one
pa.rtyto a IDA c.aunotun.Uaterallywaive the privilege for other holders.."');Restatement (Third) of
the Law Governing Lawyers§ 76, cmt. g (2000) ("'(A] member is not authorized to waive the
privilege for soother member's communication."').
I understand that you are under the mistaken impression that the :tvia:terials v.rereprotected
by VlRL's attorney-client privilege, rather than by JY.lr.Wynn's privilege. beca:use they were
prepared by me. I further understand you have :inferredthat I represented vlRL becaJ.1Se WRL
occasionally paid my bills.. As you are certainly aVt,-are, it is conm1onpractice for businesses to
pay for certain legal fees of their officers and directors. This practice is permitted by the Rules of
Professional Conduct, both in Massachusetts and elsewhere. See Mass. Rule of Prof. Conduct
700 50UTI-i SEVENTH S1'ReE:\'"

!..AS VEGAS. NEVADA 89101
F'HONE: 70er.:382.-52=2
FAX, 7021Sa2-D540
1.8(f). Despite the fact that \VRL occasionally paid my fees, I am counsel for :Mr.Wynn and am
not counsel for WRL. Indeed, based upon my review of our records over this past weekend. it
appears there was only one matter in y,7bichI represented W"RLdirectly, and that wasin connection
with federal regulatory and compliance issues :in which I assisted \VRI/s primary counsel,
Kirkland & Ellis.
MassachusettsRule of Profession.alConduct 4.4(b) does net appear to govem this situation

because the M.aterials were not inadvertently disclosed but appear to have been intentionally
disclosed by WRL in violation ofWRL's confidentiality obligations to Ivfr. Wynn. Had Rule 4.4
applied, and bad you kn0Vv11 or reasonably should have knovm that the documents wi:::reprotected
by Mr. Wynn's privilege, at a minimum you would-havebeen required to notify Mr. Wynn so that
Mr. Wynn could take appropriate protective measures, such as seeking a court order. Mass. Rule.
4.4(b). See also Assistant Bar Counsel Richard C. Abati, lnadverte-nt Disclosure:
Prof. Cond1.l.Cf
When Your Opponent Has Let The Cat Out Of TrieBagi,("It is bar counsel's view that the bare
rn.immum:required.by Rule 4.4(b) is not the limit of a fawyer's obligation."'). Vlhere. as here. the
IvT..a:terials
were intentioruillydisclosed by a thlrd party (rather than inadvertently disclosed by the
party seeking protection), and you are on notice that the Materials are privileged, we believe that
the etmcalobligations are greater than those imposed by Rule 4.4. The comments to Rule 4.4 are
insttucti.ve:
Responsibilityto a client requires a la·wyerto subordinatethe interests of others to those of

the client, but that responsibility does not imply tbat a la~-yermay disregard the rights of
third persons. It is impractical to caialogue all such rights. but they include legal
restrictions on methods of obtaining evidence froln third persons and unwarranted
intrusions into prilileged · relationships, such as the client-la"W'Yerrelationship.
(emphasis added). ·
you share my belief that the !EB•s fo.rthcomingreport should not be tainted by
I am oe:rta.in
an unwmanted intrusion into Mr. Wynn's attorney client-privilege. On behalf of Mr. Wynn,,I
merefore request that tbe !EB refrain from using the Materials in any manner wha:t:soev-er and
immediately destroy the Materials, and any copies thereof, as well as any notes or documents
reflecting the contents of the A.fate.rials.
Kindly let us know by 2:00 p..m..(PST) on Wed:!::tesdayif you agree t.o refrain from using
the Materials in any manner whatsoever and to immediately destroy the Materials (and any copies
as well a:saoy noteS or docm:nentsreflecting the contents of the Materials_ If not, Mr.
tb..,oreof),
Wynn reserves his right to protect his attorney-client privilege in the Superior Court of
1 Ava;11able
at https:/1bbopub1ic.blob.core:,vindows.netfweh/:fi'catoutofbag.pdf
Massachusetts and/or the Eighth Judicial District Cou_rt.of Nevada. 2 Cf Mass. Rule of Civil
Procedure 26(B)(5)(o) (not'i.ng that counsel 1'shall not use or disclose the information until the
drum is resolved"); Charm v. Kohn, No. 08-27&9--BLS2.2010 vVL3816716 (},fass. Super. Sept
material); Rico v. MitsubishiMotors
30, 20 I 0) (striking use of inadvertently disclosed priV-:.Jeged
Corp-,42 Cal. 4th 807 (Cal. 2007) (disqualifying counsel for use of privileged material).
Finally, I am informed by my partner, Colby 'w1llian,s, that while I was out of the country,
you on two occasions,requestedthat I make myself available for an interview. Please be ad-vised
that I have no intention of submitting to such an interview or in any \\'-aywaiving a privilege wnich
Mr. Wynn enjoys and which apparently has been imper.mis&iblyeA'J)loitedto his detriment.
Sincerely,
CAMPBELL & WILLIA.1\1S
cc: 11r. Brian Kelly

Mr. L. Lin Wood
2
l note furi.berthat you have wHling]ysubjectedyourself to the jarisdiction of the Nevada courts by personally
attending court proceedings, inteme11,ingnumerous\VRL employees and otherwisetaking possession of
documentsand info1ma:tion produced by V;'R.Lhere in Las Vegas, Newda.
Exhibit 3
October 15, 2018
Vui E-Mail & U.S. .M:ail
Ellen Whittemore
ExecutiveVice-Presidem,GeneralCounsel & Secretary
WynnResortsLtd.
3131 S. Las Vegas Boulevard
Ellen.Wbittemore@wynmesorts.com
Re: StepkenA. Wynn
Dear Ellen:
I write to enlist your assistance in providmg me with relevant information which may be
availableto you regarding what, if any, steps have been taken by the Companyand its attorneysto
preserve Steve Wynn's continuing entitlement to the joint defense/commoninterest privilege. This
privilege arose in three sepat'ate legal matters in which my firm was~aed to represent Mr.
Wynn personally. They are: (1) fue Okada litigation; 2 the Shareholders litigation frequently
referred to as the Elaine Wynn litigation); and (3)
By way ofbackground, two members of Mr. Wy:nn'slegal team,,Messrs. William Sullivan,

Esq.,, and David Schindler, Esq., wrote to Wynn Resorts Ltd.~s ("\VRL") oursidelawyers Jason
Schwartz and Katherine V. A. Smith of the Gibson, Dunn & Crutcher law firm on July 16, 2018
regarding Mr. Wynn~sconcerns Vltithrespectto WRL's Special Committeeinvestigation:
"As we have not been given access to the charter or resolution authorizing
the retention of Gibson. Dunn & Crutcher eGDC") to conduct the
iuvestiga:tionon behalf of the Special Committee, we have no v.,-ayof
knowing the fall scope and subject matter 1hat was authorized to be
examinedor the protocolsfuat govern the investigationitself.
* * * * *
As an initial matter, we have substantial concerns 1hatthe investigators
may have unilaterally obtained and reviewed, or used privileged
communications. belonging to :M"r.Wynn personally, or in violation of
joint defense/commoninterest agreementsthat existedbenveen :Mr.Wynn
and WRL. and their respective counsel, in the Okada litigation, and
potential matte.rsrelated thereto. Indeed, Gareth Evans. a GDC partner,
700 SOUTI-1 SEVENTH STREET

LAS VEGAS, NSVACA as~ 01
PHONS:, 7Cl21392•e11221i!
FAX: 70121:362-0540
appeared in the Okada litigation on behalf of\VRL for years, and remained
a member of the litigation team until his withdrawal from the case in late
February 2018, ~'hi.chpresumably coincided with GDC's retention by the
Special Committee to conduct the subject investigation..,
Although there were several follow up telephonic communica:ti.oDSregarding this issue, no

satisfactory response was forthcoming. As a result, a second written inquiry regarding this issue
was presented yet again to GDC by :tM:r. Schlndler m. his email of August 8, 2018, in which he
wrote:
-'Did the investigators take steps to insulate joint defense materials?
As we explained to Greta,, there is a concern that the m.vestigators may

have accessed communications betw-eenlawyers from C&npbell Williams
and lawyers for the Company {either internal or external) that were
exchanged pursuant to a joint defense agreement. We wanted to raise this
issue again now, while no infon:nation that may have been gleaned from
those communications has been released to third pariies, to provide you
with an opportunity to excise such materials from any presentations that
may be madeto third parties."
But again, no satisfactory response was forthcoming.
The issue of\VRL and GDC's duty to secme communications and documents protected by
the joint defense/common interest privilege has become of greater concern given recent inqui.-ies
by Eric A!d.rianand Karen Wells of my partner, Colby Williams, during my three-week absence
when Daphne and I met up v.ith our son Blake folio-winghis retum from his latest deployment
Upon my retum to the Stares, I learned that Eric :inquiredas to the sc e of work I had rformed
«for the Com ' in relation to a com lain:t
Colby stated he bad explained to Eric that I had not

represented "WRLin that matter, but rather bad represented Mr. Wynn personally. In point of fact
I commucicated with botb. inside and outside cmmsel who were responsible for addressing that
-claim. It was my responsibility to work with these attorneys to protect the interest of my
client, Mr. Wynn. Consistent with the stated policy of the legal team in both the Okada and
Shareholder litigations where claims were advanced against both WRL as well as Mr. Wynn in.his
individual capacity, all of my shared communications on the- matter were subject to a
joint defense/common interest privilege.
Follmv:ingmy return to the States, I was also contacted by Mr. Wynn's Boston based
attorney, Brian Kelly of the Nixon Peabody law mm. Mr. Kelly advised me that Ms. Wells had
informed him that she desired to interview me about my representation of Mr. Wynn. Moreover,
M:s.Wells apparentlyhad alluded to the fact that she had somehow inexplicablysecured accessto
privileged informationregarding legal services I rendered on behalf of Mr. Wynn.
Of course, I have absolutely no :intentionof wru:v.ing

any privilege by discussing11v·ith
any
thm:l·party legal services rendered or communications made in my representation of Mr. Wynn.
However.I do have a few questions of my own now that it appearsMs. Wells has improperlybeen
granted access to my client's privileged information.
First What p:rophylacti.cmeasures were put in place by the Special Committee to ensure
that all of :Mr.Wynn's conceivably privileged information was segregated and secured from any
improper disclosure?
Second. Who were the designated attorneys who were assigned the task to secure and
preserve from improper disclosure any information in which Mr. Wynn may have enjoyed a
privilege which protected its confidential nature?
Third. \¥hat protocols were put in place by the Special Comnrittee to ensure that any
privileged communicationsor documents were not inadvertently disclosed to third parties?
Fourth. What advisories were issued to third parties regarding notice and claw back
obligationsunder both Nevada and Massachusettslaw, in the eventthey obtained :materialin which
Mr. Wynn conceivablyenjoyed a privilege from non-disclosure?
Fifth. Wna:tis the universe of documentsand information-which may arguably be subject

to 1he joint defense/common interest privilege - that have, to date, been shared with any thlrd
party?
Given that it appears :M:r.Wynn's privileges -.rm1Jhave been breached through an

inadvertent,or more likely, deliberatedisclosureby WRL. I respectfullyask that you advise me in
writing of the answers to the questions presented herein. Naturally.I understand that you may be
at some'W'hat of a disadvantagein having all of this iofomiatl.onat your fingertipsgivenyour recent
appom:tm.entas WRL's General Counsel. However, given the seriousness of the subject matter, I
very respectfully ask that you direct your staff to provide us wrJ:i this information at the very
earliest opportunity.As you can see from the attached letter which has been sent to Ms. Wells, we
intend to take any and all action necessaryto prevent her from e,q:iloi:ting
any breach of::Mr.Wynn's
attomey-client and wolk. product privileges. hence, my request that Vv-ereceive thls relevant
information with all deliberate alacrit;y.
With my sincere thanks for your immediate attention to this matter and warmest
professional regards, I mn
Very sincerely>
CAivrPBELL& WILLIAMS
DJC;jyc
EncL Letter dated 10.15.2018 to Karen Wells, Esq.
lv.fassachusetts
Gaming Commission
cc: Brian Kelly.Esq.

L. Lin Wood, Esq.
Exhibit 4.
...... " "'""""'''¥..,""""" ..... _,.
ftJu.:!lignlir:ms ,md
Enfarunu!ll Du1'tau
October 17, 2018
Donald J. Campbell, Esq.

Campbell & Williams
700 South Seventh Street
By e-mail to: jyc@cwlawlv.com & by U.S. mail:
Re: Claim of Privilege in IEB Investigation
Dear Mr. Campbell,
I have received your October 15 letter on behalf of your client, Stephen A. Wynn "regarding
a potentially grave breach of the attorney-client privilege," and demanding, among other things,
that I "immediately destroy" unspecified "Materials" that you claim are protected by a joint
defense/common interest privilege between Mr. Wynn and Wynn Resorts Limited ("the
Company"). We require additional information before we can determine whether to take any
particular steps regarding "Materials" already provided to us by the Company. See HanoverIns.
Co. v. Rapo & Jepsen Ins. Servs., Inc., 449 Mass. 609,619 (2007) ("A party asserting the
attorney-client privilege or protected work product has the burden to show that the privilege
applies."); In re Reorganizationof Elec. Mut. Liab. Ins. Co., Ltd, 425 Mass. 419,421 (1997)
("The privilege is ordinarily strictly construed.").
First, please provide more details about the nature, scope, and duration of the joint
defense/common interest privilege your client allegedly enjoys with the Company. Useful
information would include a joint defense agreement, if any exists, or a statement of the common
interest furthered by the sharing of the Materials in which you claim privilege. You state in your
letter that the Company occasionally paid your fees to represent Mr. Wynn, in accordance with
the common business practice of"pay[ing] for certain legal fees of their officers and directors"
(emphasis added). It would also be helpful if you provided any agreements or communications
regarding the scope of the Company's practice of paying the legal bills for services you provided
to Mr. Wynn.
Second, please provide a privilege log, identifying with specificity the Materials at issue and
what portions of them are privileged. Cf Mass. R. Civ. P. 26(b)(5)(A) ("When a party withholds
information otherwise discoverable by claiming that the information is privileged ... the party
must (i) expressly make the claim; and (ii) describe the nature of the documents,
communications, or tangible things not produced or disclosed ... in a manner that ... will enable
other parties to assess the claim."); In re GrandJury Subpoena (LegalServs. Ctr.), 615 F. Supp.
958, 964 (D. Mass. 1985) ("There is no doubt that 'blanket assertions of privilege ... are
extremely disfavored"') (citing In re Grand Jury Witness(Salas), 695 F.2d 356,362 (9th Cir.
*****
Massachusetts Gaming Commission
101 Federal Street, 12thFloor;Bosrori,Massaclmsem 02110 TF.L617.979.8400 I FAX617.737.8066.Iwww.mltlillpuning.com
I
1982)). Materials are privileged only if they are "communications" made "for the purpose of
obtaining or·providing legal assistance for the client." See, e.g., Restatement (Third) of the Law
Governing Lawyers § 68 (2000). For example, the mere fact that a consultation took place
between certain parties at a particular date and time is not privileged. See, e.g., Refuse & Envtl.
Sys., Inc. v. Indus. Servs. of Am., 120 F.R.D. 8, 11 (D. Mass. 1988)("It is the contents of the
communications themselves which are protected, not the surrounding circumstances or the fact
of consultation itself."); cf Hanover Ins. Co., 449 Mass. at 619-20 (legal bills not protected from
discovery unless they contain protected work product).
Third, please state the date on which you, or any of your partners, associates, employees, or
other agents first became aware of the Investigation and Enforcement Bureau's ("IEB's")
investigation, and any steps you have taken since then to ensure that the Company would
generally protect materials subject to the alleged privilege. Please also state the date on which it
came to your attention, or the attention of any of your partners, assqciates, employees, or other
agents, that "counsel for the Company improperly provided to [me] and other IEB investigators
documents and information" protected by attorney-clientprivilege, and any steps other than your
letter of October 15 you or your agents or employees have taken since that date to ensure that
this disclosure would promptly be rectified. As I am sure you are aware, not taking adequate
steps to preserve confidentiality can waive privilege. See In re Reorganization of Elec. Mut.
Liab. Ins. Co., 425 Mass. at 423; Charm v. Kohn, 27 Mass. L. Rptr. 421, 2010 WL 3816716, at
*1 (Mass. Super. Sep. 30, 2010).
Finally, thank you for clarifying that you have no intention of submitting to an interview.
We look forward to receiving your response by 5 P.M. EST this Friday, October 19.
Sincerely,
.-~· {U~ ( :f!w-r£)'

Karen Wells
Director, Investigations &
Enforcement Bureau
cc: Brian Kelly, Esq. at bkelly@nixonpeabody.com
101 J<'cdcm!Strcet,
*****
I
1211,J:foor,Boston, Mas~achusctts 02110 TEL 617.979.8400 FAX617.737.8066
Exhibit 5
Yj__NIXON NIXON:
PEABOllY
ATTORNEYS
LLJl Brian T Kelly
ATLAW Partner
T 617-345-1065
- PEABODY NIXONPEABOOY,COM
bkelly@nixonpeabody.com
@N!XO!IIPEABGDYLLP
100 Summer Street
Boston, MA 02110-2131
617-345-1000
October 18, 2018
By Email
Karen Wells, Director

Investigations and Enforcement Bureau
101 Federal Street, 12th Floor
Boston, MA 02110
RE: Stephen A. Wynn
Dear Ms. Wells:
I write regarding what appears to be a serious breach of Mr. Wynn's attorney-client privilege
that Attorney Don Campbell conveyed to you in his letter of October 15, 2018. I am familiar
with the issues discussed in Mr. Campbell's letter and have also reviewed the IEB's response of
October 17, 2018. With respect, the IEB's response is inadequate.
The IEB seems to fail to understand the gravity of the situation, and unless remedial action
consistent with the IEB's ethical obligations is undertaken immediately, the IEB's forthcoming
report on Wynn Resorts Limited ("WRL") will be irredeemably tainted by WRL's and the
IEB's unwarranted intrusion into Mr. Wynn's attorney-client privilege. See Massachusetts Rule
of Professional Conduct 4.4 cmt. 1. I am copying the Commissioners on this communication
because we view the Commission as ultimately responsible for the conduct of the IEB and the
integrity of the IEB's fo11hcoming repo1t on WRL. Regardless of the ethical and legal
ramifications of the IEB' s actions in this matter, it is clear that public confidence in the report
will be severely undennined if the report is based, in part, on violations of Mr. Wynn's attorney-
client privilege.
As Mr. Campbell conveyed to you in his letter, we have reason to believe that ce11ain
documents (the "Materials") that WRL disclosed to the IEB were originally provided to WRL
by Mr. Campbell (who represents Mr. Wynn in his personal capacity) pursuant to a joint
defense/conunon interest privilege. Although WRL has the ability to waive its own attorney-
client privilege, it is powerless to waive Mr. Wynn's attorney-client privilege. See, e.g., United
States v. Gonzalez, 669 F.3d 974, 982 (9th Cir. 2012) ("[T]he case law is clear that one party to
a IDA cannot unilaterally waive the privilege for other holders."); Restatement (Third) of the
Law Governing Lawyers§ 76, cmt. g (2000) ("[A] member is not authorized to waive the
Karen Wells NlXON PEABODY
LLP
AHO!lNEYSATLAl.r/
October 18, 2018
Page 2 N!XONPEABOD'f.COM
@N!XONPEAllODYLLP
privilege for another member's communication."). WRL has violated the joint defense/common
interest privilege by providing the Materials to the IEB, and Mr. Campbell's letter put the IEB
on notice (to the extent it was not already aware) that it was in possession of documents
protected by Mr. Wynn's attorney-client privilege.
The proper course for the IEB to take is that requested by Mr. Campbell's letter: destroy the
Materials, and any copies thereof, as well as any notes or documents reflecting the contents of
the Materials. Alternatively, the IEB could segregate the Materials, cease further use of the
Materials, return them to Mr. Wynn, and ensure that any notes or documents reflecting the
contents of the Materials are not used in the IEB' s forthcoming report.
The IEB has instead responded to Mr. Campbell's letter with platitudes such as "the privilege is
ordinarily strictly construed" and "blanket asse1iions of privilege are extremely disfavored."
These are quotes from courts of law deciding privilege disputes in the context of litigation; they
are not guidelines for attorneys on notice that they are in possession of another paity' s
privileged documents.
The IEB's request that Mr. Campbell "provide a privilege log, identifying with specificity the
Material at issue and what portions of them are privileged" quite frankly does not make any
sense. A party in possession of docmnents, who intends to withhold the documents or portions
thereof, can provide a privilege log. The IEB has possession of the documents; not Mr. Wynn.
It is thus impossible for us to provide a privilege log. Perhaps the IEB misunderstood Mr.
Campbell's letter so let me clarify: Mr. Wyim has no way of knowing the exact universe of
documents that WRL improperly disclosed to the IEB in violation of the joint defense/common
interest privilege. The IEB can identify such documents by searching for communications to
and from Mr. Campbell or his firm, docmnents reflecting communications with Mr. Campbell
or his firm, or documents reflecting Mr. Campbell's or his firm's work product. If the IEB
provides us with these documents, we will review them ai1d provide the IEB with a privilege
log. At that time, the IEB (or a court oflaw) can assess the adequacy of the claims of privilege.
Mr. Wynn is a private Nevada citizen unaffiliated with any Commission licensee. We have
previously suggested that the IEB's report on the suitability of WRL should focus on the
conduct of WRL and its qualifiers, and should not republish unfounded and defamatory
allegations regarding Mr. Wyim. The IEB has misjudged its legal situation by asse1iing that its
fo1ihcoming repo1i enjoys absolute immunity from any defamation claim. See September 27,
2018 Letter from Catherine Blue to Brian Kelly and October 8, 2018 Letter from L. Lin Wood
to Catheline Blue (noting that the IEB failed to identify the case of Dear v. Devaney, 83 Mass.
App. Ct. 285, which holds that defamatory statements made in a rep01i of investigation do not
enjoy absolute immunity). At this juncture, the IEB should not again misjudge its legal and
ethical obligations.
Karen Wells NlXOM
PEABODYLLP
ATTOtlNEYS
ATLAW
October 18, 2018
Page3 N!XONPEA!:HJOY.COM
@rJ!XONPEA!lO!l'ilLP
We hope that this matter can be resolved without resort to litigation, but if necessary, Mr. Wynn
will enforce his rights in court.
Sincerely,
Isl Brian T. Kelly
Brian T. Kelly
cc: Mr. Don Campbell

Mr. L. Lin Wood
Massachusetts Gaming Commissioners (by hand and email)
4831-498J-9513J
Exhibit 6
ANDERSON
.$lWii :tm#$"$~~~(.lt(
KREIGER
DAVIDS. MACKEY
dmackev@andersonkreiger.com
T: 617.621.6531
F: 617.621.6631
October 19, 2018
VIA EMAIL
Brian T. Kelly
Nixon Peabody
100 Summer St.
Boston, MA 02110-2131
Re: Claim of Privilege in IEB lnvestie,ation
Dear Brian:
I have received a copy of your October 18, 2018 letter to Karen Wells regarding your assertion
of a breach of Stephen Wynn's rights under an alleged joint defense/common interest privilege
with Wynn Resorts Limited ("the Company"). I am responding on behalf of the Massachusetts
Gaming Commission's Investigations and Enforcement Bureau ("IEB").
The IEB' s October 17 letter asked Mr. Campbell to provide, among other things, information to
substantiate his claim that Mr. Wynn and the Company enjoyed a joint defense/common interest
privilege. Such information might include an agreement, if any exists; a description of any
common interests and the matters to which they pertained; any evidence of the scope of the
Company's practice of paying Mr. Campbell's fees for his representation oflvfr. Wynn; and
descriptions of any steps Mr. Campbell had taken to protect Mr. Wynn's privilege. Your letter
ignored these requests. At this point, we do not have enough information to even begin to assess
your claim:that these materials may be privileged in whole or in part. Because your letter in no
way substantiatedthe existence of a joint defense/common interest privilege, Ms. Wells has
reached out to the Company to request any materials that might bear on your claim.
We also hope that this matter canbe resolved without resort to litigation, and look forward to
immediate receipt of the information we previously requested. The IEB intends to complete its
me
report within the week. If you do intend to commence litigation, please let know so we can
{AOS23179.1}
-------------~--------------·-----------·--·--------·-
ANDERSON& KREIGERLLP I 50 MILK STREET,21' 1 FLOOR, BOSTON,MA 02109 ! 617.621.6500
Brian T. Kelly
October 19, 2018
Page2
discuss how to do this in an orderly manner. I am able to accept service of process on behalf of
,e.....
the IEB.
ly",---
c: Karen Wells
Melissa C. Allison
Ellen F. Whittemore
{A0523179.1)
Exhibit 7
8984SPANJSURroonAVBNUE
LAs VEGAS, NEVADA89148-1302
BAILEY•!• DENNIS L. KENNEDY
TELEPHONE702.562.8820
FAcslM!LE
702.562.8821
KENNEDY DIRECTDIAI..
ATTORNEYSAT LAW 702.851.0047
www.BA!lEiKllNNEoY.COM DKENNEDY@BAILEYKENNEDY,COM
October 19, 2018
Via U.S. Mail and Email: djc@campbellandwilliams.com
Donald J. Campbell, Esq.

Campbell & Williams
700 South Seventh Street
Las Vegas, NV 89101
Re: Wynn Privilege Issues
Dear Don:
We represent Wynn Resorts, Ltd. in connection with the privilege and other issues raised
in your October 15, 2018, letter to Ellen Whittemore. We understand that you are addressing
those issues with Karen Wells, Director, Investigations & Enforcement Bureau, Massachusetts
Gaming Commission, and that you plan to respond to her letter of October 17, 2018.
Wynn Resorts, Ltd. is hopeful that you will be able to resolve the matter directly with
Ms. Wells. In the event that the matter is not resolved, Wynn Resorts, Ltd. will respond to your
October 15, 2018, letter as appropriate. Please send me a copy of your response to Ms. Wells'
October 17, 2018, letter. Thank you.
DLK\sr
cc: Ellen Whittemore

Eric T. Aldrian
Exhibit 8
!
CAMPBELL
. . -& WILLIAMS
ATTO_,. AT CAW
VIA E-MAIL October 22, 2018
Dennis L. Kennedy, Esq.

dkennedv(c'fil?ajlevke:nnedy.com
Bailey Kennedy
8984 Spanish Ridge Avenue
Las Vegas, Nevada 891480-1302
Re: WynnPrivilege Issues

Dear Dennis:
Thank you for your letter dated October 19, 2018. Asan initial matter, I note the irony that
you are now representing Wynn Resorts, Limited ("WRL" or the "Company") in connection with
our concern that it may have violated Mr. Wynn's rights by disclosing materials protected by a
common.interest agreement inthe underlying Okada Litigation (where you previously appeared
as an e}{pertfor Elaine Wynn in the same litigation to defend against the claim she had improperly
disclosedthe Company's privilegedmaterials.toher litigation counsel.)
In any event, I was heartened that your letter does not deny the existence of a common
interest agreement between WRL, Mr. Wyrmand, for that matter, Kimmarie Sinatra who was also
named as an individual countetdefendant in the Okada Litigation. Indeed, any such denial would
contravene the undisputed facts o.n this point-including numerous communications between
Company counsel (both inside and outside) and our firm with the specific heading "SUBJECT TO
ATTOR.NEY-CLIENT PRIVILEGE, WORT< PRODUCT PROTECTION AND COMMON
INTERESTPRIVILEGE."(emphasis added). By wa,yof example, I am enclosing here-1,vith one
such c.ommunicationfrom Eric Aldrian to me on March 1O. 2015 with the substantive content
redacted. Rest assured, thereare manymore examples of such communications from the inception
of the Okada Litigation in or ~bout February 2012 through its conclusionmore than six years later
in Spring 2018.1 That there. may not have been a writte1'..agreement b~tweet1the parties is,, of
course, irrelevant under binding Nevada precedent. See Cotter v. Eighth Jud. Dist. Ct., 134 Nev.
Adv. Op, 32, 416 P.3d 228, 232 (2018) ("In addition, a written agreement is not required, and
common interest 'may be impHed from conduct and situation, such as attorneys exchanging
confidential communications from clients who are or potentially may be .codefendants or have
common interests in litigation.'"}.,
1For clarity, and as conveyed to Ms. Whittemore in my October 15 letter, our position is that a
common interest agreement also existed between the subject parties in the related Elaine Wyilll
Shareholders Litigation as well as
700 SOUTH SEVENTH STREET
LAS VEGAS, NSVAOA 99101
PHONE, 70e1:.ise-sea2
FAX: 702/382-0540
October 22, 2018
Page2
As you know, representatives from MASS Gaming (who are copied here) have demanded
that'Mr. Wynn provide them with a privilege log identifying the materials provided to MASS
Gaming by WRL that Mr. Wynn contends are protected. That is simply impossible without
l<no1-ving
what materials WRL provided to the regulators. Thus, we renew our request that WRL
provide forthwith the information sought in my October 15 letter so that Mr. Wynn, if necessary,
can seek to protect his rights in court prior to the issuance of any report that improperly relies on
his protected information and causes him irreparable harm.
Very truly yours,
CAMPBELL& \VJLLIAMS
~~pbell, Esq.
DJC/jyc
encl. a/s
cc: Karen Wells
David S, Mackey
Brian T ..Kelly, Esq.
L Lin Wood, Esq.
(all via e".'mailw/encL)
Monday,October 22, 2018 at 10;22:S2AM PacificDaylightTime
Subject: [Confidential] Litigation Hold Notice - EPWRequests

Date: Tuesday, March 10, 2015 at 6:01:53 PM PacificDaylightTime
From: Aldrlan, Eric
To: jjp@plsanellibice.com,dls@pisaneilibice.com,Donald Campbell,Colby Williams
CC: Sinatra, Kim, Tourek,Kevin
Attachments: Mandatory Preservation Notice (EPW requests)- 2015.03.10.v4.docx
SUBJECTTO ATTORNEY-CLIENT
PRIVILEGE,WORK PRODUCTPROTECTION,AND COMMON INTEREST
PRIVILEGE
eric lho01asaldrian I corporati!!counsel

wynn las vegas I encore
p,702.770.7592 j f.702.770. 1518
3131 las vegas blvd. south I las vegas.nevarlaB9109
eriiialdrian@wynn1as11egas.com
The informationcontainedin this messagemay be privilegedand confidentialand thus protectedfrom disclosure.If the readerof this
messageis not the intendedrecipient,or an employeeor agent responsiblefor deliveringthis messageto the intendedrecipient,you are
herebynotifiedthat any dissemination,distributionor copyingof this communicationis strictly prohibited.If you have receivedthis
communicationin error, pleasenotify us immediatelyby replyingto !he messageand deletingit from your computer.Thankyou.
This messagehas been markedas Confklen!lalon Tuesday, Man:b 10, 2015 6:01:52 PM.
Pagelof1
Exhibit 9
NIXON
PEABOOY
LLP Brian T Kelly
ATTORNEYS
AT LAI-I Partner
T617-345-l065
NIXONPE/\BODl'J:OM
bkeHy@nix.onpeabody.com
@N!XONPEI\BOllYLL?
l 00 Summer Street
Boston, MA 02110-2131
617-345-lOOO
October 23, 2018
By Email
David S. Mackey, Esq.

Anderson Krieger, LLP
50 Milk Street, 21st Floor
Boston, MA 02109
RE: Stephen A. Wynn
Dear Dave:
This correspondence pertains to the recent letters addressing the same subject (i.e., Stephen A.
Wynn's privilege claim in connection with the IEB's investigation of Wynn Resorts ("WR" or
the "Company")). Specifically, please see: (i) Donald Campbell's letter'to Karen Wells dated
October 15, 2018, (ii) Ms. Wells' response dated October 17, 2018, (iii) my letter to Ms. Wells
dated October 18, 2018, (iv) your responsive letter to me dated October 19, 2018, and (v) a
letter from Dennis L. Kennedy, counsel for WR, to Mr. Campbell dated October 19, 2018. You
and Ms. Wells have also been copied on Mr. Campbell's response to Mr. Kennedy sent
yesterday.
I write to you separately to address the statement in your letter that because Mr. Wynn's counsel
has "in no way substantiated the existence of a joint defense/common interest privilege, Ms.
Wells has reached out to the Company to request any materials that might bear on [Mr. Wynn's]
claim." As a threshold matter, we wholeheartedly disagree with the premise of your statement
as we have, in fact, provided substantiation of the common interest privilege, including the
information set forth yesterday in Mr. Campbell's letter responding to Mr. Kennedy's letter.
Moreover, the notion that Ms. Wells has not been aware of Mr. Wynn's and the Company's
position on this issue for many months is, frankly, false.
As part of our review of this matter, we have spoken with attorney Todd Bice, who appeared on
behalf of James J. Pisanelli and Barry Langberg at their interviews by the IEB. Mr. Bice
informed us that he expressly and specifically raised concerns during the interviews about
questions posed by Ms. Wells that sought to invade Mr. Wynn's personal privileges and he
noted that, without a waiver from Mr. Wynn, the line of inquiry was improper. Mr. Bice recalls
that he raised these objections and instructed the witnesses not to respond to particular
questions. despite Ms. Wells' objections to the instructions. Mr. Bice further informed us that
David S. Mackey, Esq. filXONPEA!lOOYLLP
ATTORNEYSAT l.A\1
October 23, 2018
Page2 NlXONPEABODY.COM
@N!XOIVPEASODYLLP
since both interviews were recorded, there is a record of Ms. Wells' questions and the
objections. Thus, any suggestion that Ms. Wells was not on notice of Mr. Wynn's privileges
and the improprieties of questions to invade those privileges appears to be belied by the IEB's
own recordings. Please preserve all such recordings as we will seek them in discovery if this
matter proceeds to litigation.
In light of the foregoing, it appears that the IEB has been on notice of this serious legal and
ethical issue since the early stages of its investigation and yet it has nonetheless proceeded to
gather "evidence" over the ensuing months without any regard for protecting Mr. Wynn's
privileged communications. Despite this, you now demand that Mr. Wynn perform the
impossible task of identifying the privileged materials in the IEB's possession even though Mr.
Wy1m is not privy to what WR has turned over to the IEB's investigators. Your letter advises
that the IEB intends to complete its report within the week. If that remains the case, the IEB
must immediately take measures to protect Mr. Wynn's privileged communications from public
disclosure and, in the process, protect itself from legal action should it elect to further violate
Mr. Wynn's rights in this regard.
Sincerely, ....
!sf Brian ~Ii

- Brian T. Kelly
cc: Donald J. Campbell, Esq.

J. Colby Williams, Esq.
L. Lin Wood, Esq.
Dennis L. Kem1edy, Esq.
4810-8362..0473.1
Exhibit 10
NIXON
PEABODY
LLP Brian T Kelly
ATTORNEYS
ATLAW Partner
T 6 l 7-345-1065
bkelly@!lixonpeabody.com
NIXONPEABODY.COM
@NIXONPEA!lOOYLLP
I 00 Summer Street
Boston, MA 02110-2131
617-345-1000
October 26, 2018
By Email
David S. Mackey, Esq.

Anderson Krieger LLP
50 Milk Street, 2151 Floor
Boston, MA 02109
RE: Stephen A. Wynn
Dear Dave:
This letter follows up on our recent discussions regarding the IEB's intrusion into Stephen
Wynn's attorney-client privilege. · · ······· ···· · ···· ·· ··
On Wednesday evening, you represented that the IEB would compile for my review all
documents in the IEB's possession on which Donald Campbell's name or Mr. Campbell's
firm's name appear. As we have conveyed to you, Mr. Campbell is Mr. Wynn's personal
attorney and all such documents are protected from disclosure to third parties (such as the IEB)
by a common interest/joint defense privilege with Wynn Resorts Limited ("WRL'') that WRL
has knowingly breached. 1 I visited the Massachusetts Gaming Commission's headquarters
-
yesterday and reviewed these documents in the presence of an IEB employee. The documents
are dated June through September 2014 and relate exclusively to
The entire set of documents that I reviewed yesterday is protected by Mr. Wynn's joint
defense/common interest privilege with WRL. WRL's provision of these documents to you was
a serious ethical violation and a breach of Mr. Wynn's attorney-client privilege. Please correct
me if! am wrong, but I believe you represented to me on Wednesday that the IEB does not see a
basis for the joint defense/common interest privilege to apply to these documents. I hope that I
misheard you because, if true, this is an astounding statement in light of my review. These
documents clearly show that both Mr. Wynn and WRL "anticipated litigation against a common
adversary," the - complainant. See Cotter v. Eighth Jud. Dist. Ct., 416 P.3d 228, 232
..
1 We note that WRL also breached the common interest/joint defense privilege by providing documents to counsel
of
for the Special Committee of WRL 's Board Directors in the context of its internal investigation. We will
address this breach of Mr. Wynn's privilege separately with WRL.
David S. Mackey, Esq. mxoN PEABODY LLP
IIHOllNF.YS
ATLAW
October 26, 2018
Page2 NIXONPE/180DY.COM
@NIXONPEASOUY!.LP
(Nev. 2018). And as you (and the IEB) know, there is no requirement that a joint defense or
common interest agreement be in writing in order to be protected by the privilege. See id
("[A] written agreement is not required, and common interest 'may be implied from conduct
and situation, such as attorneys exchanging confidential communications from clients who are
or potentially may be codefendants or have common interests in litigation.'"). Given that we
have notified the IEB that Mr. Campbell represents Mr. Wynn (and not WRL), the privilege
between Mr. Wynn and WRL is unmistakable and apparent on the face of the documents. We
therefore request that the IEB immediate!y segregate these documents (and any notes regarding
or derivative of the documents) and ensure that all references to the documents, or any
information or.leads derived from the documents, are excised from the IEB's forthcoming
report (the "Report").
Even if the IEB takes this action, we remain concerned that there are other documents in the
IEB's possession that are also protected by Mr. Wynn's privilege. For instance, the compilation
I reviewed, and which was represented as the complete set of documents on which Mr.
Campbell's name or Mr. Campbell's firm's name appear may not be, in fact, the complete set of
such documents in the IEB's possession. We are aware of a February 9, 2018 email from a
WRL email address of Cindy Mitchum, ersonal assistant to Mr. Wynn, to Mr. Campbell
regarding the complainant in in which the complainant
expressed that she had nothing negative to say about Mr. Wynn. The fact that this email was
not in the compilation I reviewed yesterday means either: (I) the compilation I reviewed did
not, in fact, contain all documents in the IEB's possession on which Mr. Campbell's name or
Mr. Campbell's firm's name appear; or (2) WRL did not produce to you what appear to be
responsive (and, in this case, exculpatory) documents at the heart of your investigation into
WRL's conduct. Both scenarios are cause for concern. If scenario 1 is correct, please explain
why these documents were not in the compilation I reviewed, contrary to the representations
you made to me on Wednesday. If scenario 2 is correct, the IEB's investigation has clearly
been inadequate, or WRL has failed, perhaps knowingly so, to provide exculpatory information
regarding Mr. Wynn to the IEB.
Separate and apart from the documents on which Mr. Campbell's name or Mr. Campbell's
firm's name appear, additional information and documents in the IEB's possession may be
privileged. We are aware that the IEB interviewed numerous individuals and, in some subset of
those interviews, inquired into areas that intrude upon Mr. Wynn's attorney-client privilege. 2
Although we appreciate that you allowed us to review what the IEB represents as the complete
set of documents on which Mr. Campbell's name or Mr. Campbell's firm's name appear, we are
2 These inquiries call into question the IEB's compliance with the Massachusetts Rules of Professional Conduct.
See Mass. R. Prof. Conduct 4.4, cmt. I. ("Responsibility to a client requires a lawyer to subordinate the interests of
others to those of the client, but that responsibility does not imply that alawyer may disregard the rights of third
persons. It is impractical to catalogue all such rights, but they include legal restrictions on methods of obtaining
evidence from third persons and unwarranted intrusions into privileged relationships, such as the client-lawyer
relationship.").
David S. Mackey, Esq. NiXONP£ABOllY
LLP
ATT!lHNEYS
AT!.AW
October 26, 2018
Page3 NJXONPE1\BO!lY.COM
@NfXONPEAllOOYLLP
deeply concerned that the extent of privileged matedals in the IEB's possession extends beyond
such documents. For instance, there may be documents drafted by WRL employees discussing
or memorializing communications with Mr. Campbell in furtherance ofWRL and Mr. Wynn's
common interests. In addition, Mr. Campbell and his firm were one of many attorneys and
firms who represented Mr. Wynn in his individual capacity and may have had privileged
communications with WRL employees. Other personal attorneys for Mr. Wynn include James
Pisanelli, Frank Schreck, and Barry Slotnick. We do not know if the IEB is in possession of
additional privileged information reflecting communications with Messrs. Pisanelli, Schreck,
Slotnick, or other attorneys for Mr. Wynn. It has become evident to us that identifying the
documents and information subject to Mr. Wynn's privilege is an impossible task if we are not
permitted to review the entire universe of documents WRL produced to the IEB, as well as
transcripts of the IEB interviews ofWRL employees and agents.
Recognizing that you are unlikely to agree to share with us all of these documents, we request at
a minimum ttiat we be able to review all documents reflecting communications with Messrs.
Pisanelli, Schreck, and Slotnick. Additionally, we request that you provide us with a copy of
the IEB's Report at the same time you provide it to WRLand to the Commissioners. We
understand from Mr. Bedrosian's comments at yesterday's hearing that the Report will not be
made public until sometime after it is provided to WR:Land the Commissioners. If we are
provided the Report at the same time it is provided to WIU, and the Commissioners, we would
have ..the opportunity to ensure that no part of it is based on information subject to Mr. Wynn's
privilege before it is made available to the public, and therefore that Mr. Wynn is not further
irreparably harmed by the disclosure of the privileged material. If, after reviewing the Report,
we have any further areas of disagreement, you would have the opportunity to evaluate Mr.
Wynn's claims of privilege more carefully and we could attempt to come to a resolution on
appropriate redactions, if any, that would avoid further litigation.
In addition, sharing the Report with Mr. Wynn at the same time it is provided to WRL and the
Commissioners would enable us to determine whether or not the Report contains any false and
defamatory material. To the extent a qualified privilege applies to the IEB's work, the privilege
is lost through "an unnecessary, unreasonable or excessive publication of the defamatory
matter." See Satloffv. Sargenl, 84 Mass. App. Ct. 1117, 1117 n.l (2013). Our review would
enable the IEB to consider our position on defamatory material in the Report, if any, and to take
appropriate action prior to an "unnecessary, unreasonable or excessive publication" to the public
that could cause Mr. Wynn irreparable harm and for which the IEB would be legally
responsible. ,
Finally, I take this opportunity to formally request that you permit counsel for Mr. Wynn to
participate in the hearing on the Report that Mr. Bedrosian described yesterday. Mr. Wynn's
participation in the hearing that will discuss allegations against him is required by fundamental
fairness. To the extent Mr. Wynn is excluded from participating in the hearing, it will serve as
further support for any of Mr. Wynn's defamation claims against the Commission, the IEB, and
David S. Mackey, Esq. NIXON
PEASO!IY
l.LP
ATTORNEYS
ATLAW
October 26, 2018
Page4 NIXONPEAflOllY.COM
@NIXONPEA!lOOYLLP
its agents because it would preclude invocation of the absolute privilege doctrine. See Dear v.
Devaney, 83 Mass. App. Ct 285, 293 (2013) (noting that absolute privilege did not apply
because plaintiff was "not a party to the proceeding [and] not even present at the proceeding.
As he was neither a party nor a witness at the proceeding, (plaintiff] had no opportunity to test
the validity of the statements at the proceeding.").
We hope the above is agreeable to you .. Please respond to our requests by close of business on
Tuesday, October 30. As always, we reserve all of our rights to take legal action in the
appropriate jurisdiction (either here or in Nevada) to protect Mr. Wynn's interests.
cc: Donald J. Campbell, Esq.

L. Lin Wood, Esq.
4825-5S70-6489,I
Exhibit 11
!
CAMPBELL
& WILLIAMS
ATTORNEYS AT LAW
VlA E-MAIL ONLY October 26, 2018

dkennedy@bailevkennedv.com
Bailey Kennedy
8984 Spanish Ridge Avenue
Las Vegas, Nevada 89148-1302
Re: Stephen A. Wynn
Dear Dennis:
As of this date, there has been no substantive response to my inquiry addressed to Ms.
\Vhittemore on October 15, 2018. So too, neither has there been any response by you to my renewal
of that request which I directed to your attention :inmy letter of October 22, 2018.
Attached you will find the letter of Brian Kelly, Esq. of this date, which documents his
confirmation that there has, indeed, been a very serious breach of the joint defense/common
interest privilege which Mr. Wynn enjoyed with Wynn Resorts Ltd. ("WRL") in connection with
. Moreover, given WRL's obdurate refusal to address its
disclosure of Mr. Wynn's privileged documents to Ms. Wells, it appears that this disclosure was
not inadvertent, but clearly intentional.
In light of the above, I now request, for the third time, that WRL address each of the
numbered inquiries presented in my correspondence to Ms. Whittemore on October 15, 2018. In
particular, and most pressing at this time is my desire to obtain an identification of the universe of
documents and information disclosed to the Massachusetts Gaming Commission or any other third
parties in which Mr. Wynn may arguably enjoy a joint defense/common interest privilege.
Consistent with Mr. Kelly's letter, I ask that this disclosure be effectuated not later than the close
of business, Tuesday October 30, 2018.
With warmest professional regards, I am
Sincerely yo~s,
CAMPBELL& WILLIAM:S
cc: Brian Kelly, Esq.

Lin Wood, Esq.
700 SOUTH Sev5NTH STREET
LAS Ve~AS, NEVADA 89101
PHONE: 702/:382·58l22
FAX: 702/:3BE•0540
Exhibit 12
ANDERSON
11,i. rmltl'tl~'ll"«<"<'*«W:i:>:<'.ffllll«S'\\fff<l-m\~
KREI ER
DAVIDS. MACKEY
dmackey@andersonkreiger.com
T: 617.621.6531
F: 617.621.6631
November 1, 2018
VIA EMAIL(bkdly@nixonpeabody.com)
Brian T. Kelly
Nixon Peabody
100 Summer St.
Boston, MA 02110-2131
Re: !EB Investigation
Dear Brian:
Thank you for your October 26, 2018 lette:tregarding Mr•.Wynn's joint defense/commo.ninterest
privilege claim and,other matters relating to the ongoing investigation by the Investigations and
Enforcement Bureau ("IEB"). We have carefully considered your arguments regarding.the
documents involving Mr. Donald Campbell relating to , which
we made available to you for yoijl'review last week Respectfully, Mr. Wynn has not met his
burden ofestablishing that any joint defense/common interest privilege applies to these
documents.
First, Nevada law provides that "1a client has a privilege to refuse to disclose, and to prevent any
other .Personfrom disclosing, confidential communications ...,. by the client or the client's lawyer
to a lawyer representing another in a matter of common interest." NRS 49·.095;see also
Restatement (Third) of the Law Governing Lawyers § 76 cmt. g ("In the absence of an
agreement to the contrary, any member [of a common interest privilege] may waive the privilege
with respect to that person's own communications."). Many of the docl1mentsat issue do not
reflect communicationsby Mr. Wynn or Mt. Campbeil.
It is neither a communication "by the

client [Mr. Wynn] or the client's lawyer [Mr. Campbell]." Cotter v. Eighth Judicial District, 416
P.3d 228 (Nev. 2018), on which you rely, does not give Mr. Wynn standing to object to the
disclosure to the IEB of a communicationby Wynn Resorts' outside.counsel to Wynn Resorts.
That case merely 'fadopt[sJ the common interest rule as ap. exception to waiver of the work-
product privilege." Id. at 232.
Second, the IEB is not persuaded that Mr..Campbell was acting as Mr. Wynn's personal
attorney, as opposed to acting as attorney for Wy1mResorts, with respect to
{A0524417.5 .l........
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ANDERSON & KREIGER LLP l 50 MILK STREET, 218 T FLOOR, BOSTON, MA 02109 I 617.621.6500
Brian T. Kelly
November l, 2018
Page2
referenced above. At best, there is substantial ambiguity about Mr. Campbell's role. Although
not dispositive, there is no documentation of the retention of Mr. Campbell by Mr. Wynn or of
any common interest privilege between Wynn Resorts and Mr. Wynn reflecting Mr. Cam bell's
role. One might expect, in the context of counsel addressing
that there would be clarity regarding
counsels' respective roles. Moreover, Mr. Campbell sent his invoices to Wynn Resorts, not to
Mr. Wynn. Wynn Resorts, not Mr. Wynn, paid those invoices, and Kevin Tourek, then General
Counsel to Wynn Las-Vegas, has represented that Wynn Las Vegas would not have paid Mr.
Cam bell had it understood that he was personally representing Mr. Wynn. The billing records
Your client - not the IEB - has the burden of

resolving these ambiguities as to legal representation and any alleged joint defense/common
interest privilege. Mr. Wynn's and Mr. Campbell's refusals to submit to an interview
demonstrate that your client has no intention of clarifying this matter.
Finally, the billing records reflect that Mr. Campbell, following a telephone conversation with
Mr. Wynn,
These communications suggest that any

privilege held by Mr. Wynn for any document~ regarding- matter has long since been
waived. Wynn Resorts, Ltd v. Eighth Judicial District Court, 399 P.3d 334, 345 (2017) ("[i]fthe
substance of one privileged document is disclosed, the privilege is considered waived as to all
documents relating to that subject matter").
With respect to your concern about the February 9, 2018 e-mail to Mr. Campbell, it was
inadvertently not included in the collection of documents you reviewed. The IEB does in fact
have it and has considered it in connection with its investigation. Wynn Resorts only recently
produced it to the IEB because it was not captured in Wynn Resorts' original e-mail search.
Your request to be "permitted to review the entire universe of documents (Wynn Resorts]
provided to the IEB, as well as transcripts of the IEB interviews of [Wynn Resorts] employees
and agents" is denied. Your request that the IEB produce to you documents reflecting
communications with Messrs. Pisanelli, Schreck and Slotnickp is denied. Your request that the
IEB produce to you a copy of its investigative report before it is made public is denied. Finally,
your request that counsel for Mr. Wynn be allowed to participate in the adjudicatory hearing
(despite Mr. Wynn's request to be de-designated as a qualifier and his persistent refusal to
submit to an interview), must be made by motion pursuant to applicable Commission procedures.
{A0524417.5)
Brian T. Kelly
November 1, 2018
Page 3
7.ly,.·
Please be advised that the IEB does intend to complete its report forth~th.
Davi~
c: Karen Wells
Melissa C. Allison
EllenF. Whittemore
{A0524417.5 )

Steve Wynn Lawsuit

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Steve Wynn Lawsuit

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Electronically Filed

7 CHRISTIANSEN LAW OFFICES

16 Attorneys for Plaintiff

Case Number: A-18-784184-B

19 2018. Sometime thereafter, Defendant Massachusetts Gaming Commission (“Mass Gaming”),

4 investigation. Indeed, on November 1, 2018, Mass Gaming (through counsel) confirmed in

4 ALLEGATIONS COMMON TO ALL CLAIMS

19 throughout the six-plus years of the Okada Litigation.

11 Wynn Resorts, and (for certain matters) Ms. Sinatra.

27 As we explained to Greta, there is a concern that the investigators may have

19 the parties’ common interest agreement.3

11 Wynn’s claims in this regard.6

19 of any common interest agreements with Mr. Wynn.

19 intended to complete its report “forthwith.”12

19 seeks recovery of his attorney's fees and court costs.

20 SECOND CAUSE OF ACTION

12 caused by such breaches.

19 (Interference with Contractual Relations – Karen Wells and Mass Gaming)

20 61. As parties to common interest agreements designed to protect the confidentiality of

11 FIFTH CAUSE OF ACTION

20 Mr. Wynn’s rights.

4 72. The improper disclosure of Mr. Wynn’s attorney-client privileged communications

19 DEMAND FOR JURY TRIAL

20 75. Mr. Wynn demands a trial by jury on all issues so triable.

27 amount in excess of $15,000;

11 5. For an award of attorney’s fees and costs; and

20 CHRISTIANSEN LAW OFFICES

Subject: Don Campbell interview

If you have any questions, I can be reached at cell)

Massachusetts Gaming Conunission

RE: StephenA. Wynn

I write on behalf of my client. Stephen A Wynn, regarding a potentially grave breach of

700 50UTI-i SEVENTH S1'ReE:\'"

MassachusettsRule of Profession.alConduct 4.4(b) does net appear to govem this situation

Responsibilityto a client requires a la·wyerto subordinatethe interests of others to those of

CAMPBELL & WILLIA.1\1S

cc: 11r. Brian Kelly

Vui E-Mail & U.S. .M:ail

Re: StepkenA. Wynn

By way ofbackground, two members of Mr. Wy:nn'slegal team,,Messrs. William Sullivan,

700 SOUTI-1 SEVENTH STREET

Although there were several follow up telephonic communica:ti.oDSregarding this issue, no

-'Did the investigators take steps to insulate joint defense materials?

As we explained to Greta,, there is a concern that the m.vestigators may

But again, no satisfactory response was forthcoming.

Colby stated he bad explained to Eric that I had not

Of course, I have absolutely no :intentionof wru:v.ing

Fifth. Wna:tis the universe of documentsand information-which may arguably be subject

Given that it appears :M:r.Wynn's privileges -.rm1Jhave been breached through an

cc: Brian Kelly.Esq.

October 17, 2018

Donald J. Campbell, Esq.

By e-mail to: jyc@cwlawlv.com & by U.S. mail:

Re: Claim of Privilege in IEB Investigation

Dear Mr. Campbell,

.-~· {U~ ( :f!w-r£)'

cc: Brian Kelly, Esq. at bkelly@nixonpeabody.com

October 18, 2018

Karen Wells, Director

RE: Stephen A. Wynn

Dear Ms. Wells:

Isl Brian T. Kelly

cc: Mr. Don Campbell

October 19, 2018