as possible. Good morning, everyone. This is convening of the Massachusetts Gaming Commission and they're holding this meeting virtually. So I'll do our call. Good morning, Commissioner Bryant. Good morning. I'm here. Good morning, Commissioner Hill. Good morning. I'm here. Good morning, Commissioner Skinner. Good morning. And good morning, Commissioner Maynard. Good morning. Okay. This is a public meeting number 472. We're meeting on Monday, first thing 9am, August 21st. And we are turning back to our agenda, but we had completed much of the presentations, but not all of it. And I think I left it, you know, let Councillor Grossman, Interim Executive Director Grossman, remind us of where we left off and I think we'll be turning to the applicant. Well, thank you, Madam Chair. Good morning to you, to the commissioners and to all who are joining the meeting here today. Of course, when we left off, the commission had gone through a bulk of the presentations and the presentation of evidence. There was one new piece of information that emerged in the course of the meeting. And time was afforded the applicant to review it. And they have submitted some subsequent supplemental materials that have been circulated to the commissioners last evening, I believe. So at this juncture, I think we'll want to hear about that piece of information, make sure there's no further information to be discussed, because the next step of the proceedings would be to move into the review and evaluation process pertaining to the two issues presently before the commission, which of course, as everyone will recall, are the petitions for withdrawal of the two qualifiers, that being Christopher Carney and the Christopher Carney subchapter S, the trust. And then secondarily, the preliminary suitability review under section 215 and Chapter 23K of the commission's regulations and statute as applicable. So those are the issues presently before the commission. And Madam Chair and commissioners, if you're so inclined, we could, I don't know if the IEB has anything to say about the document that was forwarded, or if we just want to go right over to the applicant to describe and explain it. Before we turn to that, I want to make sure it's not this morning isn't completely restricted to just this document, correct? I believe we're going to allow MGA to respond fully to the suitability report, too. And I see Commissioner Skinner, I know you left at the end of a meeting where you wanted to make sure that we heard fully from MGA, correct? So is that fair? I just want to go back to you know, I think that's right. We can certainly allow the applicant to respond. You are right. I think we we did leave off without giving them a full opportunity to respond to all the information. So they should be allowed to do that as well. Thank you. You know, it was a very long meeting. I want to make sure we don't miss anything. Mr. Nozzle, turning chair, that was our understanding. And we're prepared to address two issues and a few issues within our presentation. Of course, the document that was circulated on Friday, we can respond to. And then also we have essentially some additional information to go through to respond to some of the issues that are raised in the supplemental IEB report. OK, great. Thank you. I just want to make sure we clarify that in terms of IEB, perhaps because the public didn't know what the document is. I think that was your point, Councillor Grossman, to turn to you, Director Lillios or councillor Hall on that document. That was. Sure, Chair, I can I can jump in on that. And just by way of explanation, it's not part of the IEB's protocol to pull the Secretary of State's filings on the applicant company as part of the preliminary review. We do verify all of the information on the BED form as part of the full review. We do an independent verification. It was really during the hearing when there was some discussion about something that was disclosed on the BED and that was disputed in the hearing that the staff went online and pulled a document from the filing, a public filing from the Secretary of State's office that was submitted by the applicant, I think, under that one fifty sixty that council has has referred to. So I did want to just explain how it was that that document came to light at that at the date in the filing itself. Does indicate a couple of different things. It does confirm that Mr. Kelly, who was the involved in that earth source matter, was, in fact, an officer and I think director of the company and then does confirm as well that Mr. Christopher Carney was listed as a vice president of the company in that twenty twenty filing. I know the applicant, you know, we had discussions over the weekend with council for the applicant. And I know they want to shed some further light on that. But that is what the document showed.  Thank you. OK, commissioners, any questions for Director Lilios before we turn to Attorney Nozal and Attorney Viridzio? OK. OK. Then to the applicant and Attorney Nozal and Attorney Viridzio, thank you so much. Yeah, thanks, chair, and thank you, director, director Lilios. And we appreciate the explanation of how this document came about. And although, you know, certainly frustrating for something to pop up sort of in real time, we appreciate the opportunity to have had a chance to look at it. And and and honestly, at the end of the day, I'm glad we have an opportunity to address this issue and something that appears to show some discrepancy in what MGA has been representing prior to the commission going into any of its deliberation. So although the timing is tough, it's also right. And I want to put the document into some context for the commission. So as the document that's being referred to is known as a statement of change in what this document represented for MGA was a proposed management structure in September of 2020 that was really never implemented. It was filed on September 14th, 2020, and then it was superseded when MGA filed its 2020 annual report and a further statement of change that was filed contemporaneously with that. And we've included some documents today that I'm going to refer to during our presentation. And I could just sort of, you know, walk through quickly. Commissioners want to refer to that packet. I'll go by the PDF page numbers for that. And I apologize. I think some of the cover slip covers for the documents might have gotten a little bit mixed up in the final production of that. So at page two, I think you find in our PDF the statement of change that was circulated on Friday. And then at page five, you'll find the annual report that was filed in March of 2020. And that was for the fiscal year that ended in 2019. And then at page eight, you'll find the second statement of change that followed by the annual report. And that covers the fiscal year ending 1130, 2020. And that was filed again in April of 2021. The offices and directors in the September 14th, 2020 statement of change run file with the Secretary of State's office for approximately six months. The September 14th, 2020 statement does list Christopher Carney for the first time as an officer of MGA. He wasn't paid in that position, didn't carry out duties in that position. And it was effectively eliminated when we filed MGA filed its statement of change of supplemental information and the updated and the next annual report on April 12th, 2020. I do want to point out also, as Director Lilios indicated, that that document contained other changes to the proposed to the proposed management structure, including adding Bob Kelly, Latisha Carney, Mr. Carney's wife and Mora Carney were also included as part of the same proposed management structure that was filed in September of 2020, wasn't implemented. And then superseded by the following supplemental information in annual report in 2021. As previously disclosed in our BED form, we had only listed Bob Kelly, Latisha Kelly and Mora Carney as being directors through 2019. So in the I want to explain sort of how this happened. So we do need to update our BED forms and we don't dispute that as a result of this document. In the due diligence leading up to the application materials, we missed the September 14th statement of change and the leadership of MGA did not recall the change at the time the applications were filed. How did we miss this? The statement of change was not located at the time in the corporate records of MGM when we prepared the applications. And then when gathering the reports from the Secretary of State's office, we just looked at the annual reports, not any supplemental changes. And then because this change occurred after the 2019 annual report was filed and then was later discarded by the time the 2020 annual report was filed in April 2021, we didn't include the information, the statement of change, supplemental information in the BED forms, and we should have. We amended these forms and we've included that those proposed amendments and how we would explain this in graphs of changes to schedule six and eight to the BED form filed by MGA. These are found at pages 15 and 16 of the PDF. We note the reasons why these changes were made in that document. And we update the correct dates for Bob Kelly and the other officers and add Christopher Kearney as a former officer as a result of the proposed management chain that was filed with the Secretary of State's office. It was an intentional wanton or reckless and it wasn't intended to mislead in any way. We certainly regret the error and we shouldn't have stated to the commission that Christopher Kearney was never an officer of MGA when based on that filing, although it was just a preliminary and temporary excuse me, a proposed management structure. He was listed as an officer from September 14th, 2020 to April 13th of 2021. Again, it was proposed management plan that was never implemented and listed on the secretary. It was listed on the Secretary of State's office for six months and I'm happy to pause there and answer any additional questions that the Commission may have regarding that and the updates that we that will now require us to make in connection with the application. Counselor, are you all set for questions from the commissioners? I am. Yes, we are. Thank you. OK. Questions and I understand that my microphone might be having an echo. Where is it working other than the little bit of an echo? Hmm. And so I'll take any guidance from Mills and Grace along the way if I can fix that. OK. Any questions for Councilor Nozom? Commissioner Bryant, I do. So Attorney Nozom, I'm looking at Attachment Six, the former director's trustees document, which shows up on page 15 of my PDF. And it looks like eight former officers, which is page 16 on my PDF. Yeah. So I'm just trying to clarify where this is and where the markings, what they indicate. Is it that the tight submission in these attachments was up until you filed this, the BED submissions and that the handwritten notations are the updates? Yeah, so these are in, you know, quickly done in draft form to illustrate to the commission the type of changes that are going to be needed to be made on the BED. So these are these are the original documents with both and then with some handwritten notes as to how they need to be updated, including changing the dates of the directorships for the former directors and trustees for Mr. Kelly, Mrs. Carney and Mora Carney. And then on the second attachment eight to then list both update that again for former officers for Robert Keller, Kelly, and then add Christopher Carney in to that as a former officer as well. So this this is meant to show here. Here's what these changes are ultimately going to be looked like. And this is I guess I'll describe it. Commissioner, it's kind of a mock up of what we expect to file. We haven't really had a chance to do that and get these filed with the IEB yet, but I wanted to let the commission know here's the way these changes are going to look ultimately when we make them, you know, probably in a little better form than the handwritten notes, but I wanted to be transparent as to what this will change for purposes of the two attachments in the BED. OK, yeah, I was just looking for the a lot of times you'll see the sort of date that the change is made. So I didn't see that on here. So I just wanted to make sure that this wasn't done earlier, that this was done. No, this was literally basically effective today. Yeah, and I would say, commissioner, not yet. Obviously, I need this finalized and signed and sent into the commission. And again, it was completed yesterday as a as an illustration of what we plan to do due to this mistake. OK, thank you. Yeah, any other questions? OK, then I'll turn back to MGA. Attorney Nozzle, I think you wish to respond to the supplemental report that IEB submitted with respect to preliminary suitability. Thank you, chair. Thank you, members of the commission. I do want to do that now. And just to kind of give you a quick overview of what I'm going to cover, I'm going to basically walk through MGA's application process and address some of the issues regarding disclosure that have been raised in connection with the in connection with the supplemental report. And I think understanding the process from MGA side will address some of these areas will address these areas of concerns. And again, those were found at page 29 at 32 of the IEB supplemental report. And and I'm also going to address the business practices of MGA in the context of some of the things that we've done during the application process, including the removal of Chris Kearney and the safeguards that all exist, going forward to ensure that these changes are met. I do not plan to address the suitability of Christopher Kearney except to the extent it impacts MGA's suitability. Again, it's our position that Christopher Kearney should be removed from our application. And we request that the commission do that and then consider the suitability of MGA. So if I had to summarize the, I guess, the areas of concerns in the IEB report in connection with the suitability of MGA and its remaining qualifiers, it's really whether MGA's application materials were accurate and forthright and other business practices of MGA sound. Again, there are no findings in the supplemental report. These are just questions that have been raised. And we expect, I think, at the end of the day, that we'll be able to address all of these things through the full investigation into MGA's suitability. But we did want to provide the commission with additional information in connection with the preliminary finding of suitability as we've been discussing as well. So I'm going to talk a little bit about the timeline and the documents that were filed. As the commission is aware, MGA submitted a copy of the scoping survey or submitted a scoping survey for the commission, providing information on the business structure and ownership of MGA. The scoping survey, as we discussed previously, did identify Christopher Carney as the beneficiary that Christopher Carney trusts because of the ownership of the stock. And again, we've given you a copy of that scoping survey so you can see it, you can see the questions that were asked and you can see how we answered them. And that's at page 17, starting at page 17 of the PDF. Christopher Carney's interest was included in the table of organization. Again, in connection with his beneficiary interest, according to the trust at page 19, in connection with control, which is found at page 20, the Christopher Carney trust was listed as having control of 40% of the MGA stock. The directors and officers at the time were also listed. And then for prong three, really, as to who can control the applicant's sports wagering operations and masks, this was largely left as to be determined based on a potential third party operator. So at the time of the application, Christopher Carney was not an officer director or shareholder of MGA. And he was not disclosed as part of the functional table of organization. We also did not list Mr. Carney in response to the control question. He didn't own 10% of the applicant. And at the time of the scoping survey, Mr. Carney was not an officer director or shareholder and he wasn't an executive employee or agent having the power to exercise significant influence over the decisions concerning the applicant's sports wagering operations and masks. MGA did disclose his interest and we believe that the scoping survey was accurate at the time that it was filed. And again, the same was done in connection with an update to that scoping survey that was filed on December 29th. And purpose of that update was to identify, again, a change that we thought needed to be provided to the commission in that we had created a new operating entity, the Rainham Park Sports Book. The rest of the information, though, stayed the same as we went through and refiled that attachment. Obviously on the licensing division, ultimately it issues a designation letter in January designating MGA, the George Carney Trust, the Christopher Carney sub-chapter S Trust as entity qualifiers and designating George Carney, Christopher Carney and Joseph Cappucci as individual qualifiers. And that's what you had in front of you up to now. On January 17th and 18th, MGA and its qualifiers submitted its applications for a category two sports wagering application along with the requisite MGA PhDs, mass-up forms and BEDs. It's important, and I think this has come out in some of our discussions, that MGA made two additional filings to the licensing division. In response to the licensing division it's February 7th request for a list of proposed sports wagering vendors. MGA provided a spreadsheet listing its proposed vendors that does include C. Carney environmental. This is at exhibit four on page 26. And on page 29, the actual spreadsheet includes Christopher Carney's company as a construction vendor, as we've been stating in connection with his responsibilities in connection with the new building. And then again, in response to the licensing division's March 7th 2023 request for occupational license information, MGA provided an updated proposed organizational chart that's been discussed. That was on March 16th of 2023. This chart listed Christopher Carney as the proposed COO of MGA for sports wagering occupational life sentences. This position was designated. And if you look at page 34 of the PDF as new, the new organizational chart then follows it at page 36 of the PDF. It wasn't until after as we've stated previously that Chris Carney was designated a qualifier that because he was a qualifier anyway, and that is noted again in that transitional and that transition, excuse me, transmittal email that he is a qualifier that we then decided that he can also hold a position managerial position with the proposed sports ball. So in connection with MGA's application materials, it's also important to understand the business practices by which MGA's application and related applications were filed. MGA as we have stated a few times now is a family owned business. It's been operating here for well over a half century, well over a half century. And despite this MGA hasn't been required to go through a licensing process as a business qualifier. So it didn't have these forms on file. It hadn't completed them in the past. It was something that really had to start from scratch. Obviously George Carney and other former executives including Bob Kelly had gone through the process in the past. So this process begins in late September through MGA's filing in January. We used outside resources to assist the preparation of the applications including an outside accounting firm, outside regulatory council and outside corporate council. With the input of the qualifiers, lawyers and accountants that put together the drafts of the documents, additional research was done to compile litigation matters, needed business and tax records, corporate records and financial information. Any previous submissions to the commission were also reviewed specifically in relation to Mr. George Carney. Several drafts of the documents were produced and reviewed by the outside team. Traffs were prepared for each of the qualifiers and sat down and reviewed with each one individually. Questions that any of the qualifiers had were answered and ultimately signed by each one of the applicants. A representative MGA reviewed each of the applications in making the suitability certification. And as you know and as pointed out in these reports, MGA certified that its qualifiers are suitable to the best of its reasonable knowledge. The supplemental report and to a certain extent the initial report by the IEB questions the certificate of suitability. I don't see that the supplemental report or the initial report suggests that MGA, George Carney, Joe Krucci have not answered questions accurately in the BED, MJ, PHT or mass up, especially when it comes to anything pertaining to Patriot recycling or earth source. Rather it's really concentrating on whether or not the certificate of suitability was correct. As to the certification that was made on behalf of the MGA, I remind you it was to the best of the reasonable knowledge and belief that the applicant and all the individuals and entities designated as qualifiers for application are suitable to hold a license pursuant to the licensing requirements found in the statute and the rights. And of course I'm paraphrasing, I think the forms certainly are well known by the commission. So in connection with the business practices of other companies, namely Patriot recycling and earth source, MGA as we have stated does not owner control those businesses that were subject to the BED enforcement actions. MGA did not know the compliance history of those companies, one of which was owned by Bob Kelly, who was not a qualifier and the other by Chris Carney. That then Bob Kelly was not otherwise involved in the application. And again, the fact that he was a former officer and director of MGA, as laid as based on the updates we've provided two years earlier regarding his separate business, these enforcement actions essentially had nothing to do with MGA. At the time of the application, MGA in its reasonable knowledge and belief was not aware of any issue that would make any of the qualifiers unsuitable. And we think as the IEB continues it's to investigate this matter, MGA is confident that its certification was made in good faith. And based on its reasonable knowledge at the time its understanding of the questions that were asked and the information that was required to be disclosed. In discussing the business practices of MGA further and moving along in the application process I do wanna spend a few minutes talking about the removal of Chris Carney from the steps that were taken from the MGA perspective. I wanna cover the decisions to remove him as a qualifier in the business practices that support that. So as we stated, Chris Carney was first identified as a qualifier due to his beneficial interest in the Chris Carney trust. At the time of the scoping survey which I've covered he was not an officer director or shareholder MGA. He was a contractor which was disclosed. After Christopher Carney was designated a qualifier MGA proposed to make him the COO and include him in a file in the licensing division as a new position for scoping the occupational licenses. This again is reflected in the documents that were provided at page 34 of the PDF. The application process for MGA is then caused for the IEV to look into a particular additional matter. Then on April 20th Christopher Carney makes additional disclosures to the IEV including the 2023 ACO pertaining to the gallery mall and the civil lawsuit involving Prey Farm and we're hoping these things were both disclosed to the IEV by Mr. Carney through council. In addition, Mr. Carney then offered an opportunity to meet with the IEV on May 7th. After that interview and with the knowledge that errors were made with Christopher Carney's application and the IEV was focused intently on his recycling business practices, MGA made the decision to seek his removal as a qualifier which we understood that the IEV had discretion to do. The request to remove was not novel. The IEV over years has removed many qualifiers. It has been an accepted practice to resolve the potential suitability issue with a qualifier and connection with an application or even a licensee and one that allows the commission to meet two goals, protect the integrity of gaming and allow the business to continue on in the application process. And as we stated and as documented in attachments to the IEV's report, MGA represented that at that time that Mr. Carney would no longer take on that role of COO, the new position that was created for him and disclosed in March. MGA did not propose at that time however to remove his beneficiary interest in the trust because we didn't believe that that alone required qualification and we spent time, considerable time explaining the interaction, the trusts and whether or not they met the statutory requirements for qualifications. We didn't wanna make any further changes certainly at that time because it really affected the overall careful estate planning that had been done for the Carney's for purposes of holding the MGA stock. In late June, Mr. Carney was informed of some additional matters and made additional timely disclosures that ultimately allowed the IEV to finish its report. Upon receiving the report and reviewing the issues that the report concerned on regarding Mr. Carney, MGA felt that these circumstances may raise challenges for the preliminary suitability of MGA. And that was basically the decision why we made the additional changes in order to eliminate any potential issues from a control perspective and other perspectives pertaining to his relationship to MGA. As a commission, as we've said many times the preliminary suitability finding and a temporary license remains essential for MGA to execute its business plan, complete its construction of its new retail facility. And at that time was really important to keeping the arrangement with our operating partner intact. We had kept our operating partner obviously informed of these developments all along including obviously providing copies of the IEV report. The decision to then remove Christopher Carney and Divesta's trust was also supported by our operating partner. For MGA, MGA has provided extensive documentation to the IEV regarding the transactions that resulted in the divestiture which is very thoroughly summarized in the RSM third report. I just wanna go through those quickly. MGA acted quickly to take the steps necessary to remove Christopher Carney's interest after the issue into the IEV report. We didn't wait for the commissioner to require this divestiture. MGA sought outside trust in a state council to insert a transaction met MGA regulatory goals. Evaluation of the stock was performed. The transaction is documented in the corporate documents of MGA, the trust and votes of each, excuse me, of the trust in MGA. We also have provided all the additional information regarding an additional restriction in the demand hold note held by George Carney that's payable to the Christopher Carney trust in that we said that no revenue generated by the licensed sports betting can be used to repay that loan. RSM has raised no questions about that documentation. They have raised a question as to how MGA will keep the sports way during revenue separate. We're happy to work with the commission in connection with MGA's internal controls to ensure that that will be the case going forward. MGA then went a step further. Although it felt comfortable that the existence of certain loans between Christopher Carney did not represent a relevant financial interest and the requisite influence or control required under the sports wagering act for purposes of being a close associate, we took the safest course of action and eliminated these loans between Christopher Carney and MGA on an abundance of caution. The allonge and assignment of those loans is also documented in the RSM for update. The steps that MGA took to remove Christopher Carney are illustrative of its understanding of the regulatory environment and the business practices that are required to operate successfully as a licensed sports entity. Continuing on with MGA's business practices, MGA under the ownership and control of George Carney has a long history of operating a wagering enterprise in Massachusetts, again, for well over a century, including under the jurisdiction of the commission. This has been done with integrity and honesty and cooperation with regulators. As it pertains to MGA, neither the IED report nor supplemental report raises any issues pertaining to MGA's simulcast wagering business or how the company has complied with various regulatory requirements over its years of operating and handling wagers. Dr. Lightbaum has reflected on working with MGA and its qualifiers and executives, including George Carney, Sue Rogers and Joe Kukuchi, who are all here today for almost, I believe, 30 years. We expect that MGA's prior history of business practices in racing and simulcast will be a big part of the durable suitability review. Putting aside the business practices of MGA and its history of compliance in the racing and simulcast business, the supplemental report raises issues regarding the business practices of two of MGA's approximately 30 tenants, Patriot Recycling and EarthSorth, neither of which are part of MGA's business. MGA does not control the actions of its tenants and MGA has not been accused of any wrongdoing as a result of its tenants actions. No environmental enforcement action has been taken against MGA in regards to its property, against MGA or its property. Patriot Recycling and EarthSource are entirely independently owned and MGA does not have any responsibility for the operations on or off MGA's property. This is not changed by the fact that Bob Kelly was an officer and director of MGA at the time of some of the DEP enforcement actions. I do just want to pause quickly, there's been a lot of talk about Bob Kelly and I just want to, we should put his, I think him in context, he's somebody who's actually fairly well known to the commission. He's certainly somebody who's been, is very well educated as a Princeton and Harvard graduate. He's the former president of an engineering firm and importantly, and I think this is important for certainly understanding his past relationship to MGA. He has been a gaming qualifier. He's been found suitable by the commission previously and in 19 other jurisdiction in connection with his board position that he previously held with gaming partners international. So he's not somebody who just is associated with EarthSource. He has a very rich business and history in the gaming sector as well. So I also now want to move to the FEIR that was issued and that's found at page 38 of your report. So despite not being responsible for creating the issue certainly in connection with the biosolid which the IEV report and supplemental reports spend considerable time, MGA has stepped in to mitigate the problem as part of the overall development of its land. As previously disclosed, MGA received its FEIR for the development of the random park land on August 17th. It's dated August 16th and a copy of that again is that you're in your packet at page 38. As part of obtaining the FEIR, MGA is committed to the removal of any remaining biosolid on its property. That's found at page 49 of the PDA. A process that's already begun and our conditions that were accepted by DEP. That can be found in connection with at page 54 and 55 in the DEP concurrence with the FEIR. The FEIR is by far the most comprehensive review of the property at random park and a document that historically and critically has been relied on on the commission by the commission as a prerequisite to the developing development of gaming establishments. The FEIR we would suggest is the best evidence of MGA's business practices pertaining to its property based on a very comprehensive review that has occurred over time. I just wanna turn back to what steps, not the steps that have been taken relative to Christopher Carney, but in connection with MGA's, from MGA's perspective, what is he still a qualifier for application? And the answer to that question is no, we've taken steps to ensure that he's been removed from any proposed management role. Obviously, the trust has divested its stock and having the recent loans for the construction of the sports book Elange and Assigned. As a matter of law, as Mr. Muratio has gone over extensively, Christopher Carney has no control and will not have additional any control going forward, which I think is an important piece to this. And I'll talk about some of the safeguards in just a moment regarding the removal and how it will be actually effectuated. But we believe that this covers all of the definitional aspects of what anybody would be made, how anybody would be made a qualifier in addition, including him not being a close associate, including him not being an affiliate and as previously discussed by Attorney Muratio, any consideration of the changes that have been made does not have significant substantial responsibility for MGA's business under the jurisdiction of the commission. There is a part of the report also that raises some questions regarding Mr. Carney, George Carney's MJ PhD, and I wish to turn to those again. So the commission understands how we are answering questions that are put before it. So the IEB supplemental report questions the accuracy of George Carney's MJ PhD, specifically whether or not he should have disclosed Christopher Carney as part of his answer to question 27. We interpreted this question to require disclosure of any family member that has a current legal relationship or is an employee of the gaming business. And we did provide you a copy of that particular question at it's at the last page of the PDF if you want to refer to it. So George Carney did not list Christopher Carney in his answer. As we have stated many times, Christopher Carney was not an officer, director, shareholder or employee of MGA at the time of the application. He was listed as an officer as we disclosed as determined by the information that was provided by the IEB on Friday for six months from September 2020 to April 21. As previously, as we previously discussed, he was considered for perspective officer position for of MGA that was never consummated. And that was after Mr. Carney's application was filed. We did not interpret Christopher Carney's work as a vendor for MGA on the construction of a building that did not involve any licensed gaming activity or his beneficial interest in the trust responsive to the question either. Mr. Carney answered the question with the advice of his advisors in no way did he make a false statement of material fact, certainly nothing that was willful, knowing or reckless or intentional. MGA is confident that the IEB's full investigation will confirm this fact. We do have another matter though to discuss in connection with Mr. Carney's answer to question 27. And we've informed the IEB of this and we wanna make sure that we're being 100% obviously transparent to the commission as we learn information that needs to be updated. We understand that this question does need to be updated for separate and distinct reasons. In completing the question, we did not include employees of taunt and dog track in connection with that answer, which taunt and dog track by way of background is licensed also by the legislature, Dr. Simon Cassin and therefore would likely meet the definition of a company involved in gaming under this question. Robert Kelly and Maura Kelly are on the payroll of taunt and dog track and should be listed in response to question 27 on the MJ PhD. The records of taunt and dog track were more carefully reviewed over the weekend and we wanted to make sure that this error was known to the IEB and to the commission, certainly before going into any discussions about the overall suitability of Mr. Carney or MGA. And we will update the question accordingly. Again, this was an error or self-reporting it and we're gonna correct it. Nothing was intentionally withheld, but rather through further due diligence, we learned of additional information that needs to be included in the MJ PhD. This is separate and distinct of our position that nothing needed to be disclosed regarding Christopher Carney in connection with that question, which again, we feel is going to be found ultimately by the IEB is going to be the case. An important aspect of what the commission is considering and I believe it was really commissioner Skinner who sort of pointed this out was, okay, we're arguing a lot about sort of things that have happened in the past with MGA, but what about the future? What are sort of those guide rails for our future compliance, especially when it comes to Christopher Carney. And I wanna walk through those because I think again, it's an important consideration for the commission and it goes directly to the heart of MGA's current business practices. First, as I've discussed and I won't go over again, the divestiture and a launch and assignment of the loans is complete. Christopher Carney's management position has been eliminated and the limits placed on Christopher Carney's involvement with MGA will be overseen in the first instance by MGA and it will be our responsibility and that it'd be enforced by the commission. And of course, as we've indicated and we certainly expect that these conditions, that these things can be conditions to ultimately its license or restrictions on its preliminary finding of suitability to reflect these changes. Specifically that Christopher Carney will not be a director, officer, employee or hold any position with MGA or affiliates until Christopher Carney meets applicable commission licensing requirements. MGA will not enter into any arrangements that would make Christopher Carney a close associate or affiliate without commission approval. And MGA will not have any arrangement with Christopher Carney that will give him a significant substantial responsibility for MGA's business under the jurisdiction of the commission of sports wagering and of sports wagering operations in Massachusetts. Memorializing these as license conditions or restrictions on MGA's preliminary suitability determination will provide the commission with the corresponding authority to take action quickly and immediately if in fact these conditions aren't met. In addition to the commission's enforcement authority MGA has put in place enhanced corporate governance to ensure that it can meet the commission's internal control requirements including as I mentioned, a new governance committee and an audit committee. The governance committee is comprised of three members including an independent member and is responsible for ensuring MGA its subsidiaries and service providers are in compliance with all laws and rules and regulations of the commission. The audit committee will be comprised of all independent members and in addition to overseeing financial audit and reporting will also audit compliance. Finally, the likelihood of any unlicensed individual or entity having influence or control of a sports wagering at the Rainham Park Sports Book is further diminished through the fact that we plan, we hope to utilize Caesars for this but to have a third party operator of the sports book. This will provide additional compliance, safeguards in addition to the operators in addition to our own, the licensee's own compliance and audit functions. So hopefully we can revive our operator agreement but in any event that still remains our plan and we anticipate that any operator would end up being a qualifier such as Caesars was designated. So the bottom line is there'd be significant safeguards in place to ensure that only those who are licensed by the commission will be involved in the operation and oversight of the sports book. If failure to do so will absolutely jeopardize the, this company's license going forward. So in conclusion, we of course first request that the commission grant the request to remove the Christopher L. Carney trust and Christopher Carney as part of its application. We think then in review of the overall suitability subsequently of MGA and its remaining qualifiers we do have demonstrated the integrity, honesty and good character to be issued a sports wagering license. As demonstrated today, our suitability certificates were made in good faith and all other questions and forms were answered honestly and where we've made mistakes, we've come back and said we've made mistakes. MGA has no pending litigation and the open source research contained done by the IEV in connection with its initial preliminary suitability report contained no derogatory information about MGA, George Carney or George Kucchi. The RSM report identifies some risk in random parks finances especially around the final financing of the new sports board, which would be great to have but we can also move forward without that building as we've suggested earlier in connection with the temporary space located in the existing facility. However, recent developments regarding its real estate likely places MGA in a stronger position than when it first applied including the issues last week of the FEIR or the development of the random park land. MGA has extensive experience in wagering in Massachusetts something that the legislature recognized in setting aside a sports wagering lesson license for MGA. This wagering experience as recognized by the legislature provides the business ability to establish and maintain a successful sports wagering operation. Although it's currently sub agreement with Caesars is terminated, there's a high likelihood that a new agreement can be entered into if we can get through these first two issues including the removal of Chris Carney and a preliminary determination of suitability. After the removal, we believe we do meet the requirements for preliminary licensure as applied to all the other sports wagering licensees. MGA requests that it be found preliminary suitable under the same standards applied to the other sports wagering licensees. Again, as we discussed earlier the limited purposes of 205 CMR 215 and conditioned on a finding that MGA adhere to the representations pertaining to the removal of Christopher Carney and that MGA revive or replace its operating agreement. I appreciate the opportunity to provide some additional context and respond to some of the issues that are raised in connection with the IEB supplemental report and we're happy to answer any questions including those around the additional disclosure pertaining to George Carney. Thank you. Questions for Attorney Nozl and thank you, Attorney Nozl. Okay, I see Commissioner O'Brien. Attorney Nozl, so can you identify who the new COO is in that list of officers? We've just eliminated that position, Commissioner O'Brien. So there's no COO and we did provide an updated, I believe, work chart to the IEB and I think I thought that was attached to an exhibit in the original IEB report. I'll see if I can find it, but... Okay, yeah, if you have a page number or something exhibit number if you could let me know that would be great. Loretta, I'm not, excuse me, Director Lillio, so I'm not sure if you recall, I think it was attached to one of our letters. Sorry, it's, I do have it, Commissioner. It's in the original IEB report, exhibit number 15. And it's exhibit B that was attached to that, which includes the, this was our, in removing the COO position, our proposed structure for MGA going forward. Thank you. Thank you. Commissioner's, other questions? Commissioner Skinner. Thank you, Chair. Attorney Nozl, my question pertains to the Totten Dog track. Could you just describe the relationship between MGA and that entity? Sure, I may defer to others that have kind of the best knowledge of that. Let me just confer to see who's the best to answer that question if I can just have a moment. Due to his long relationship with MGA, Mr. Muratio's gonna answer that question. Good morning, Commissioner Skinner. The Totten Dog track operates the simulcast business for roughly six months of the year. And MGA operates the simulcast business for the other six months of the year. They don't operate together. That's been the practice since, as far back as I can recall, it comes about during the days when live racing wasn't 12 months of the year, that there were very specific race dates that each racing licensee obtained. And so Totten Dog track applied for from the old racing commission, its own set of race dates. MGA applied for an entirely different set of race dates and the old racing commission granted those dates. At some point the legislature changed the law to allow essentially year-round racing. And, but those two companies then operated independently during their own set period of time, roughly six months each. And so are the two entities also independently controlled? Oh yes. The only commonality is that they're under the control of George Carney as a chief executive officer and president. But they themselves do not exercise control over each other. They're independent companies. George Carney is CEO of both. Essentially CEO, president. And I'm sorry, go ahead, Attorney Nozzle. No, no, I was just gonna say we did disclose all of this actually in the scoping survey as well. And that's, I think I previously referred, it's on the third page of the scoping survey. Okay, thank you for pointing that out. And you'll have to forgive me, I am on vacation and we got these documents very late last night. So I haven't had an opportunity to read every single one of the documents. So I will defer my remaining questions on that subject until I've had an opportunity to review that scoping survey, just in the interest of time. Mr. Sager, would it be helpful for us to point to the exact page because it might be straightforward? What page was, no, okay. I have the document open, I can find it. Okay, that's just fine. Thank you though. I just, in the interest of time, I'll move on if the information is clearly laid out in that document. Relative to the Board of Directors for MGA, I think right now, according to the documentation, George Carney is listed as President, Secretary and Treasurer. Do you, is there any plan to change that or will that be the case going forward? I can't really speak to, I guess, future plans. I can say that that's how the company sits today. That's how we expect it to be evaluated by the commission. And I don't have any additional information on any planned changes for that. I think, obviously, if that were the case, that could have implications for, not only updated Secretary of State filings, and we understand that could have, obviously, regulatory implications as well. And if we did make any changes, we'd go through the standard process that I think, Commissioner Skinner, you probably understand just as well as anybody from the licensing division, we'd notice the division, we'd go through a process of identifying whether or not that person needed to be a qualifier. They did fill out the paperwork within the designated amount of time and then go through that process if we did make any changes. Understood. Are you able to provide any additional information as to who will comprise both the governance committee and the audit committee and what that reporting structure will be to the Board of Directors? Real-time CPA. Yeah, so I'm gonna let Dan O'Brien has been leading how we are going to populate that. We can talk a little bit about the process that we've engaged in in order to identify those individuals. I probably won't think we can name individuals by name at this point, but Dan, why don't you talk a little bit about the process? Yes, we hired a consultant to come up with a list of qualified candidates for the audit committee and compliance committee. And we interviewed a series of people, most of them were CPAs with practice in publicly held companies, some of them have gaming experience. So we have a list of candidates who are all CPAs that we've identified for the audit committee who are able and willing to take that position once we can go forward on it. That's for both committees. So the compliance committee will have one independent member that Dan, I believe we've also asked for applications for from the ESL. Yeah, so it'll probably be a CPA will be the independent member of the compliance committee. And that's just one member, did you say? Yes. And three individuals governing the, on the governance committee. On the compliance committee, yeah. So it'll be two others named by MGA right now. Our plan is to name folks internally for that committee. The other part of my question, I don't think got answered. What's the reporting structure of each of these committees to the board of directors? It's, I think that's covered. I don't want to misspeak. It's covered and in compliance with the internal control regulations, which are very particular. And I believe they have to report both to the board and I believe that's the case. I believe they would report quarterly or as needed as any issues came up. Could you repeat that? I'm sorry. I believe that they would report quarterly after each meeting and then as needed if any issues came up in the interim period of time. Well, the nature of my question is more towards checks and balances, if you will. I mean, you have one individual who is serving in essentially makes up the entirety of the board and you have governance committee and audit and compliance committee where, you know, they're all reporting to one individual who is essentially what's being represented today. Yeah, I'm just wondering what's going on. One minute please. I think the attorney knows what was going to respond to your last statement. Yeah, I just wanted to be clear. The board of directors of MGA is both Joe Cappucci and George Carney. So there are two individual board members at this time. Yep, okay. My apologies, I did catch that. Joe Cappucci is the CFO, right? Yep. What's the relationship between, what's the relationship if there's any familial relationship between Joe Cappucci and George Carney? None, there's none. There's no familial relationship, just a long work history. Okay, thank you. But I think you understand, attorney knows what I'm getting at. You were nodding as I was trying to frame my question. You have George Carney who is the figure on behalf of MGA. I'm really, and I don't think I got an answer. I'm really trying to understand the relationship between George Carney as president, owner, CEO of MGA and each of the members who I understand have yet to be identified formally of these committees. Can you speak to what that, how we talk about assurances, so the question pertains to assurances that Mr. Chris Carney will no longer be involved in the day-to-day operations of MGA and where you have ultimately Mr. Chris Carney's father, George Carney, responsible for ensuring that that happens. I still need some assistance in understanding what exactly are the assurances. I mean, I understand the proposal to create these committees, but talk to me about how they will work to ensure that they are keeping the commission's concerns relative to Mr. Chris Carney's involvement at the forefront and that they are empowered to address any compliance issues. Sure. So the, yeah, we really don't have a lot of discretion there, Commissioner Skinner. The commission's regulations, specifically its internal control regulations are very prescriptive as to how these committees need to operate and function and they're set up very deliberately. So I can say, if we want to have, if you have a putting aside sort of the composition of the current board of directors of MGA, I can say that the compliance committee and the audit committee will be set up in a manner that's equivalent to what you've required for every other, not only sports wagering company, but also the gaming establishments as well. So they'll have to meet those requirements. And if you look at those regulations, they're actually pretty prescriptive in what those committees have to do and the membership of those committees. So we have to meet those minimum standards now. And that's why we designed these two committees, not to be put in place in order to deal with this particular issue, but this is about the overall operations of MGA. And what we're doing, and it'll be, you know, is really taking what has been run as a family business for a number of years and adding in the new regulatory obligations that we have. So we would need to meet the internal control regulations which require us to have a compliance committee that includes an independent member as well as then an audit committee. And what that is designed to do is ensure that those two committees have outside voices, the compliance committee at least one and with the audit committee at least three regarding the overall operations of the sports wagering book at Rainham Park. So, you know, from my perspective, the company is putting in place the processes that will provide the commission with the documentation ultimately through the compliance committee of if and when or how it's meeting these obligations. And then obviously the audit committee comes in and make sure that that actually has happened as intended. So again, I'm reverting back to the structure that the commission has accepted for purposes of overseeing not only sports wagering operations, but also the gaming establishments as well. We're gonna populate those committees certainly as required under the regulations. And this is on top of the fact that as now a regulated sports wagering entity will also be subject to several other rules under the commission, right? Your ability to show up demand records, your ability to come in and audit anytime, our requirements to do reporting on these things, our requirements to produce now not only audited financials, but annual audits as well. So I think the structure is gonna be in place that will essentially give the commission visibility into just about everything that MGA is doing when it comes to compliance with its license conditions, the law and the regulations under the commission's jurisdiction. Thank you. I don't have any other questions at this point. Madam Chair. Thank you, Madam Chair. So I think we need, we talked about this on Friday pretty much at length, but I still need some more clarification when it comes to the financial stability of what we're dealing with here. And I'm a little concerned because if I'm looking at this the way through the lens that I think I need to, I have to look at the facts that are before me today. What is not before me today is now an operator because Caesars has pulled out. So a red flag needs to go up because now I'm trying to understand financially how we're gonna make this work. Can you comment on one? I know you touched upon this about Caesars on Friday, but I also need to understand how we're gonna make this work even when you do have an operator put into place. And I think that may be an executive session question because I think that it may deal with competitively sensitive information, but these are two issues that I've been really thinking about that I really don't understand today because of what's in front of me today. Sure, and let me, I think you're right, Commissioner Hill, that in order to respond here, we may need to go back to executive session and we may need RSM involved in this discussion as well, but I just wanna stress conceptually what we are asking for. We're not asking you to unconditionally find the advocate in particular in connection with its ability to operate a sports wagering business as contemplated in connection with the regulations just outright. We're asking you to conditionally find that MGA has the first part of that based on its experience in as a simulcast operator and then only if we can come back with an operator that we would be found financially suitable for purposes of the overall application. So we do recognize that the operating agreement provides a gap, right? And we're saying we can and expect to put that back together and we don't want the commission to do anything more, but give us this conditional approval, which it can do based on that actually occur. So if it never occurred, Commissioner Hill, if the operating, we couldn't come back to you with an operating agreement, we'd be done. We would never be able to meet that suitability requirement. So we expect that that is a necessity, I think as you do, and we expect that we would only be able to move forward in fact, if we got that piece put back in place. Commissioner Hill, follow up? Not necessarily a follow up, but maybe a new line of a new subject matters. I'm trying to also understand that if we were to remove Christopher Carney, some of the financial pieces of the puzzle that were put into place have now been removed if I understand it correctly. And I wanna be clear on how we move forward with loans and things of that sort to ensure that this is financially stable moving forward. Again, I wanna offer the opportunity for an executive session. I believe that I think this may have come up in the public discussion on Friday, but I'm not positive. So I turn to you, Attorney Nozzle. Yeah, Commissioner Hill, if I understand your question, we don't see the removal of Chris Carney affecting the balance sheet of MGA and what's been presented. It certainly affects Chris Carney's potential, or excuse me, it affects the trusts balance sheet, it affects George Carney's balance sheet, but there is a distinction between what we've presented essentially as the business plan for MGA going forward. Again, with an operator agreement. And I'm happy if we need to get into the details about this to discuss those further, but we'd have to probably get into some personal financial information, which I think we need executive session for. I believe RSM also has waited on that issue, Commissioner Hill, so it'd be right for the executive session. And then always, if we determine that the loans in the public sphere, we will turn back to the public forum. Well, then at this moment, Madam Chair, that's all I have for now. Thank you. Okay, and so we'll just right now put in the parking lot the issues around the finances that you just raised and the need for executive session. See if we should do that before further discussion, but I want to turn to Commissioner Maynard. Thank you, Madam Chair. Attorney Nozzle, I appreciate you discussing the future relationship with Mr. Christopher Carney, I think that's the main and most important piece of this. You stated that Mr. Christopher Carney would not engage with, and you can correct me if I've got my notes wrong. Any gaming related business with MGA? My ears perked up when I heard that. Understanding the commission's authority, including reaching into vendor relationships, even having the authority to grant waivers, how broadly are you defining gaming related business? Commissioner Maynard, it would be anything that's under the jurisdiction of the commission that we would need to come to the commission for approval in order to engage it. So there's not an issue regarding whether or not Christopher Carney can or can't be a vendor. At this juncture, we'd have to cross that, I guess, bridge when we get there. We are identifying the fact that he has been a vendor certainly for MGA. So again, I think that that question is really related on what, if any, relationship or that the MGA intends to have with Christopher Carney going forward. And I've indicated the ones that we absolutely are not going to indicate in. And if there's anything else out there that requires commission approval, we're gonna be coming to the commission essentially to review that. So what we're telling you right now as to what we're proposing certainly is no management, a role, obviously, no financial interest. And whether any of that ever changes in the future, we would come back to the commission for purposes of any appropriate application or approval that would be necessary. Thank you, Councilor. And you really hit the hard of my question. Because we're going to involve the gaming commission in any column that could even potentially come up. Yeah, commissioner, I think it's a point. Certainly we're in the application process for licensure and we're working to meet those expectations. We fully understand that the relationship between MGA and the gaming commission has changed dramatically because of this application. And upon licensure will change dramatically again and will require many more touch points, involvement, intimate involvement by the commission and MGA's business going forward. Thank you. That's all I'm gonna say. Commissioner Skinner. Thank you, Madam Chair. Would it be appropriate at this juncture to hear from IEB relative to Mr. George Carney's disclosure with respect to Robert Kelly and Mara Kelly and specifically whether or not it poses any concerns around preliminary suitability? Hi, Commissioner Skinner. And just a point of clarification, I think it's Robert Kelly and is it Mara Carney, Attorney Nozzle, is that the? That's correct, Mara Carney. Mara Carney, okay, which I believe is Mr. George Carney's daughter if I have that right. So thanks for the opportunity, Commissioner Skinner. You know, we're in this preliminary review stage where the IEB's role is really to be of assistance to the commission in gathering facts and summarizing the application. And in this case, we did go beyond the application and gather those facts for you. But I'm very cognizant of our role in this preliminary stage, which is not to offer an opinion or a recommendation, but to help you with your fact gathering and help you with your evaluation of the facts.  At the hearing on Friday, it was represented that Mr. George Carney is currently the general manager of the property. And so the omission of the two family members on question 27 in his personal disclosure form may be helpful to you in evaluating the overall fulsomeness of the disclosures as well as how you can evaluate these assurances that are being made about what to expect in the future. And I think they're relevant as well to your evaluation of overall business practices. I do, however, appreciate the disclosures that were made and I know the page will be updated accordingly. Mr. Attorney Nosl, do you wanna respond or? No, again, we're self-recording this and it wasn't done in any way intentionally. And as to Mora Kelly and Bob Kelly's, sorry, Mora Carney's involvement, I don't think in connection certainly with the simulcast piece or Bob Kelly were certainly identified by Dr. Blightbaum as being involved in that business. Again, they're on the payroll of Fontaine Dock Track. They aren't officers or directors. We're making this disclosure, didn't want this as soon as we discovered it, obviously the timing certainly is an ideal in connection with the process that's going on now, but we wanna make sure that the commission knows what we know and that we do feel that we need to update that particular form for George Carney. But again, it was based on additional due diligence that was completed really over the weekend. We've disclosed it as soon as we identified the error and we appreciate that commission would take that into consideration in connection with the preliminary finding of suitability. Attorney Nozzo, I did have the opportunity to review the scope and survey and one answer I cannot find here in the documentation after quickly skimming is, is George Carney the owner of the Totten Dog Track? Yes, and I believe that would probably be in the BED Commissioner Skinner. I don't have a reference to it at this point. Other questions, commissioners? I'm gonna turn now to you, Attorney Grossman. We are looking now to turn to decision-making process. Commissioner Hill has asked about a finance question. I believe it may be in the context of the preliminary suitability, but perhaps we would wanna hear from that before we turn to the request for withdrawal. Does it make sense to go into executive session to clarify that rather than turning to what I understood from your early guidance last Friday was to turn to the decision of the withdrawals first. Yeah, thank you. I think you're absolutely right. I think those questions do go to preliminary suitability as financial stability is a component of that. That said, we have taken the position throughout these proceedings that all of the facts, and I think that's true here, are relevant to both considerations. So I think unless there's any objection, it makes sense to try to establish all of the facts first before moving into decision-making. So if the commission is so inclined, I would suggest we address the questions that Commissioner Hill has inquired about in executive session if the commission again is so inclined. The first goes to the present and future financial projections relative to the operator's financial status. And the second relates to the status and terms potentially of the loans between Chris Carney and MGA. I think in both cases, they implicate competitively sensitive information that all of this has been provided in the course of this application for an operator license and could certainly place the applicant at a competitive disadvantage if these things were spoken of publicly. Similarly, I think there is a case to be made that there are privacy concerns as they pertain to Mr. Carney himself if we were to get into the terms of the loans that are outstanding. So for both of those reasons, again, if the commission is so inclined, I think the commission can move into executive session to discuss both of those issues. And I think I would do it now rather than later. Thank you. Thanks for that, guys. Are we nodding our head in agreement? That seems best. Okay, then per the open meeting law, the commission anticipates that it may meet in executive session in conjunction with its review of the application in accordance with GL Chapter 30A, Section 21A7 and GL Chapter 23N, Section 6I to consider information submitted by the applicant in the course of its application for an operator license is a trade secret, competitively sensitive or proprietary in which it disclosed publicly would place the applicant at a competitive disadvantage. And for GL Chapter 4, Section 726, subsection C, the privacy exemption to consider information submitted in the application materials related to named individuals, the disclosure of which may constitute an unwarranted invasion of personal privacy. Mr. Chair, just do I have a motion? Madam Chair, I move that the commission go into executive session on the matter for the reasons just specified by the chair. Second. Thank you. Any questions? Okay, Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. And I vote yes, so five, zero. We'll go into executive session, but we do anticipate coming back to the public session. I will have a screen saver go up. Thank you to our communications team and we'll be transported to our new session. Thank you. So no worries. So I have opened a breakout room and invited those who I have on my list. If there are those who need to be included who have not been added in there, please feel free to let me know. I'm gonna be going through and adding some additional ones as well. Mike, you're going in there as well, right? You're muted currently. Yes, me, David, Kevin Murphy, please. I'll set, just added you guys. Thank you. Okay, I think we can turn down, take off the screen, please. I'll set. Thanks, Dave. I think you're all here. This is a reconvening of Massachusetts Gaming Commission and we started the morning of 9 a.m. We are just returning from an executive session. Thank you, public. We'll do our roll call because we are holding this meeting virtually. Commissioner O'Brien. I am here. Commissioner Helm, good morning again. Good morning, I'm here. Commissioner Skinner, good morning again. Good morning. And Commissioner Maynard. Good morning. Okay, and I'll turn back to Councilor Grossman. We went into executive session with respect to kind of looking at the current and future financial stability questions that we might have lying on RSM and then also some lending arrangements. And now I'm wondering if we are in a position to turn to, I guess it's item four on our agenda in our decision making process, five, I'm sorry, our discussion on decision or should we do a check-in with the commissioners first? Make sure everything's all set. I think that makes sense just to make sure that the evidence is essentially complete. There's no more information that any of the commissioners would like to hear. No more points that either MGA or the IEB has to make, and then the commission can move into the decision making process. And again, I think that we just have to remember that if we use the word evidence and that sounds a lot more formal than because it really is not an adjudicatory hearing, but it is all the information that we are collecting with respect to the lens that we're looking, the more narrow lens that we're looking at the application process, right? That's fair. Yes, the evidence meaning just information before you that you'll consider in making a decision. And so if we had a question while we wanted more information, we can turn back to both IEB and MGA. Certainly. Okay, good. Just to remind the commissioners, do you have any other questions then for MGA or for IEB? Are you ready to turn to item number five? Commissioner Bryan. So Madam Chair, I'm sorry, I don't have the agenda from Friday up. Five is what? The motion to de-designate. Discussion and decision regarding requested withdrawal and preliminary suitability. Okay, sure. So my position on the motion to withdraw or de-designate, however, it wants to be captured, which to me, I'm separating out somewhat from the question of suitability. I just asked because I was checking to make sure every commissioner was ready to go to. Sorry, commissioners Hill, commissioner Skinner. I am ready to move into the discussion. I just, just a procedural question, Chair, relative to some of the other components of the application, for instance, section D related to diversity. Will we be following the procedure, the way we have been doing it in the past with other applications when it comes to preliminary suitability? Can I think we still need to hear a presentation from the applicants relative to section D? Well, we do have other parts of the application, but it's my understanding we were just looking at preliminary suitability. And that's a, I forget which section of the application it is, just that narrow discussion. And then we would have to, because in fact, I think we've talked about the fact the application has changed in nature, generally, we would have to go back depending on circumstances and absolutely diversity is one that's outstanding. They have, it was, if I recall, we took our temperature on it, commissioner Skinner, and then there was request and they have filed. But today is not, it's not marked up for us to go back to the application. Is that fair? I'm going to turn to Councillor Grossman. Absolutely. And let me try to be as clear as possible to that point. If the commission grant all of the requests that are before you as presented by the applicants, they would not be entitled to move forward towards a temporary license at this juncture. That's not the question being presented. This is a very narrow subset of that. And there's two questions. There's the withdrawal question, which I've recommended you take up first. And I think you were prepared to do that. And the second question is just one of preliminary suitability under section 215 of the commission's regulations, not 218. And 218, you'll recall, is the provision of the regulations under which you evaluate the application holistically to determine whether you will allow the applicant to move forward in the process and ultimately begin operations. So that's for a different day. Right now you're just looking at whether you're going to allow the two entities and an individual to withdraw as qualifiers and whether you find preliminary suitability. But even with that preliminary suitability finding, the applicant cannot commence operation to be clear. And we can talk a little bit more. We've mentioned them before and we've gone through them, but now that you're in the decision-making stage, we can certainly go through the governing provisions of the regulations and law as appropriate and as helpful now or as you begin the discussion. Right, so I was going to turn to, I know that Commissioner O'Brien was ready to go, but I do think we have to have that reminder of the regulatory framework and any statutory provisions as well. And this would be, at this point, we can biker-k and focus on the request for withdrawal, correct? If the commission is comfortable with that, I think that that is a good place to start. Does that make sense, commissioners? Remind us of which provisions, okay, thanks. Sure, and I might turn momentarily to Ms. Monaghan to jump into the particulars. I'll try to tee it up at a higher level for you to help calibrate the thinking. Now that you've heard all of the information pertinent to that and offered the applicant an opportunity to present its side. So you'll recall that the withdrawals are governed by section 213 of the regulations. And essentially they require good cause in order to allow an entity or an individual to withdraw at this juncture, since you have already commenced reviewing the application. And I think the easiest way to look at it is that there's two pieces to that. There's in determining good cause, you have to look at whether the individual and the entity are required to be qualifiers and Ms. Monaghan will go through that momentarily. And if they're not, the question is whether there's any of the discretionary language that you would look to and feel as though certain the entity or individual should be a qualifier, even if they're not required to be that. And in making those decisions, there are a couple of things that you'll want to look at. Essentially, whether either Mr. Carney or the trust are considered to be a close associate of the applicant. And that's discussed under section six of chapter 23K and we'll get into that in a little bit more granularity. And then the second ultimate question is whether there's a business association of any kind. And that's discussed in the regulations under 2502 paragraph two. And if neither of those are in place with whatever conditions might be appropriate, you may elect to allow Mr. Carney and the trust to withdraw and no longer be qualifax. When you're looking at the close associate piece, you're looking at a couple of different things. And again, we'll go through the specifics, but you're looking at the financial ties. Have they truly been severed? Is there any relevant financial interest and things like the outstanding loans, the promissory note, the financing of the project and all of those things are related to whether their financial ties still in place. You also have to look at things like whether Mr. Carney in particular would be a director or officer of the entity. Those go to whether he is a close associate and that's actually a statutory and regulatory provision as to whether he is or he's not a director or officer of the organization. Ultimately, you're looking still at whether there's a beneficial interest, whether either the entity or the individual have a beneficial interest in the applicant. And you wanna kinda go through the list to satisfy yourselves that you know the answers to all of those questions. And if you satisfy yourself that there is no relevant financial interest and he is not entitled to exercise power over the operations of the entity, then you may find that he is not a close associate and that may require some conditions to be put in place too. One of those things to look at when you're looking at whether he's entitled to exercise power in the operations is what the nature of the communications between Christopher Carney and the applicant is or will be in the future. And there is precedent for looking at that as well. And we've talked a little bit about that in the past. So I think those are the fundamental considerations that go into whether someone is or is not a close associate. And the second part is the business association and that is a little bit more discretionary. The commission has a pine on that that is not a defined term and I wanna make sure I get this right before I move forward here, hold on one moment. Yeah, so the term business association is not a defined term. The commission has addressed that issue in a slightly different context under chapter 23K when it reviewed the question as to whether Steve Wynn was still a qualifier to the Wynn resorts application. It discussed how it went about determining whether there was or was not a business association and that might be a relevant, at least to know about and to think about in this context as well. So those are the issues that are directly before you for making this decision. And again, we're looking at just whether Mr. Carney and the trust should be allowed to withdraw. We're not looking at preliminary suitability at this moment. We're just looking at that very narrow issue. So with that, if it would be helpful, I might ask Ms. Monaghan to jump in and to walk through the actual regulations and statutes that govern the principles that I just mentioned. So I'm happy to do this one of two ways. I could read through all the statutory and regulatory factors regarding qualification first so you have them in your head or we could just go through them one by one and the commission could decide, yes, this applies, no, this doesn't apply, whatnot. The second way might be a little bit cleaner. But I guess one of the, I think for me and I would like all commissioners to jump in, we have been presented with a request and it was written in a document by Mr. Nozzle with a couple of related documents from Mr. Maurizio. And I guess the way that I need to think about this is they have to show good cause, right? So if we just start going through everything all at once, it's going to be a lot. I think all the commissioners have materials in front of them. If they don't have the reg in front of them, I think we've got to give them a chance to get in front of them or they have to show good cause. And I guess we have to show that they haven't demonstrated that they must be required. So I think how Todd sprained it, it might make sense to start us there. Caitlin, commissioners. Yeah, I actually had a slightly different understanding of what was just said by commissioner Grossman. So I'm curious to hear what a turning money has to say. Okay. I'm sorry, she shouldn't say, but I just wonder if we want to have everything read all at one time or... So let me just set this out a little bit more clearly. So as Todd explained, the commission does need to determine whether or not there is good cause to grant the requests for withdrawal. However, in order to determine if there is good cause, there's a gating factor. And that is whether either Mr. Kearney or the Kearney trust are mandatory qualifiers or whether the commission believes in its discretion that they should be a qualifier. In the event that they are mandatory or discretionary qualifiers, that sort of ends the good cause discussion because there can't be good cause if they're still a qualifier for them to withdraw. If the commission determines that Mr. Kearney and or the trust are not qualifiers or are not mandatory or discretionary qualifiers, then it can determine based on that, whether there's good cause for the withdrawal. And again, that the whether they're not, whether there's good cause is very discretionary on the part of the commission. So what I was suggesting just for process is to start by thinking about Mr. Kearney's request for withdrawal and then to walk through the mandatory factors. So factor one, just as an example, a person who owns 10% or more of the corporate applicant, commission can decide, yes, this applies or no, this doesn't apply. It's not a lot of factors. So it shouldn't take too long for most of them. And then if there's a factor the commission wants to have a discussion about, we can stop on that factor and have the discussion. And that seems to me to be the most efficient way to walk through the mandatory and the discretionary qualifier factors. Yeah, I like that. Start with the mandatory and then just make sure that we all are looking at exactly the statutory or regulatory language. Absolutely. Okay, because we wanna make sure it's very precise. Thanks. So again, we'll start with Mr. Kearney and then once we get through that, we can go on to the trust. So the first mandatory qualifier factors are in chapter 23 and section 5B. Yep. Okay. I love that the commissioners are all there. Okay. Not yet. Give me a picture. Yeah, better. All set, thank you. Great. Okay, so that section states for the purposes of this chapter, the following shall be considered to have control of an applicant. And again, we'll walk through them one at a time. One, a person who owns 10% or more of a corporate applicant provided however, that a bank or other licensed lending institution that holds a mortgage or other lien acquired in the ordinary course of business shall not be considered to have control of an applicant. So I'll pause there and ask if the commissioners believe that this provision applies or not to Mr. Kearney. Are you sure? Hearing nothing, I'll move on. No. I think you saw people who are not. It's no, yep. They have a going no. Okay. Understood, yep. Two, a person who holds a beneficial or proprietary interest of 10% or more of an applicant's business. I'll move on unless someone asks me to pause. So commissioners, do you have any questions? I see commissioner O'Brien is asking. Isn't it a dual? Is it a dual here or am I reading this incorrectly? I apologize. I'm not sure what you mean by a dual. Doesn't it keep going? There's an and, right? Let me pull up the, excuse me, I'm reading from my notes. Give me a second. There's no and, I think ultimately there's an and. All of these are and, and we are gonna have to decide it. But then I'll know. The purpose of this chapter, the following shall be considered to have control of an applicant. So one, I think we all recognize no. Two, a person who holds a beneficial proprietary interest of 10% or more of an applicant's business. Michelle O'Brien. Yeah, I guess the version I'm looking at of the legislative page says a non-corporate applicants business operation and who has the ability to control the activities of a non-corporate. Sorry, commissioner O'Brien, you're looking at an older version. Yeah. Okay. So the legislative on the website is the wrong version. Yeah. Got it. It's been amended, you know. Got it. We'll give you time to find the right version. Commissioner O'Brien. And I can circulate it, but I'm having a little trouble with my Westlust, so I might need a moment too. I, I think we've got, everybody's got the information and either hard copy or online. Are we good to move on then? Yeah, I think they changed it last year. Did they knock anyone? That's correct. Yeah. Okay. So the next is if the applicant is a corporation, which is the case here, the A, president, the chief executive officer, C, chief operating officer, D, chief financial officer, E, treasurer, secretary, G, each inside director, and each chair of the board of directors. So I don't think any of those apply, but we can move on. Okay. So those are the agreement because this is a good time for us to sort of be making our decision making or asking any questions. So that's why I'm looking to see, is everybody in agreement that's a no? Okay. So from there, we're going to move over to the reg, which is 205CMR 215, and in particular- And that's because item number four doesn't apply, and I just want to make sure. I'm being really thorough. Absolutely. On five B, four and five, down a pie. I don't believe that the applicant is an LLC or a partnership, so. Okay. If that's wrong, please jump in. Okay, and MGA's here, if there's something that they know that we're just missing, I'm counting on them for an explanation. So five B is all set then. Now we turn to the reg. Okay. Now we're looking at 215, and in particular 215.02 subsection one. I'll give everyone a moment to get that. 215.02. Yep. I'll move on unless, so that states that the following person shall be required to qualify as part of the sports wagering license review. If the applicant is a corporation, again, I'm skipping over to the corporation a piece of this. If the applicant is a corporation, each officer, don't believe that applies here, each inside director, any person owning or having another beneficial or proprietary interest in 10% or more of the common stock of the applicant or holding intermediary or subsidiary company of such company. Okay, I'm going to move on to the last factor, which is in the judgment of the division of licensing after consultation with the bureau, any person with significant and substantial responsibility for the applicant's business under the jurisdiction of the commission or having the power to exercise significant influence over decisions concerning the applicant's operations in the Commonwealth. Discussion on this. Commissioner O'Brien. So is this discretionary or mandatory? This is in the judgment of. So if in the judgment of the division of licensing after consultation with the bureau, they believe this applies, it would be a mandatory qualifier. Have we heard anything from chief O'Brien on this? Well, chair, the chief consulted with the IEB and in this case, the chief set herself aside from this particular application, but we worked with the licensing manager on the designation here. Based on the submissions, the representations, the IEB and licensing did designate both the trust and Mr. Carney and at a particular point in this process when suitability issues arose regarding Christopher Carney, the IEB declined to disturb that. But now the matter is before the commission again, but for all of the reasons that the IEB has explained in its filings, you know, those two qualifiers were designated and at the time that we were asked to adjust that designation, we declined to do so. Oh, I understand that. But now we're looking at O2 subsection 1A4. So Commissioner O'Brien, you wanna go through that question? So I guess the only follow-up question then in that regard is as we've gone through the hearings the last several weeks, is there any change in the position in terms of are you taking the same position still? I don't know if you've seen a position taken. Well, the declination that they made the request in the first instance to be designated or withdrawn to them and that was declined. And so my question is, you know, is that the same position given that there's been some new information that's come forth? The second clause of that subsection, you know, after the OR, you know, having the power to exercise significant influence over decisions concerning operations in the Commonwealth. In terms of the connection to MGA, the overall company, the IEB continues to have some questions there, including our ability to rely on some of the assurances that have been made, given the discrepancies in the production of some of the materials that we saw and the reality that we identified that was in conflict with some of those assurances. Commissioner Manick. Can I ask the question in a slightly different way, Director Lillios? Same question as Commissioner O'Brien, but let's say that the commission is to take all the facts the applicant says as true during the last few meetings. Would you have a different recommendation? Taking all of the assurances as true with this particular mandatory factor, I would have more confidence in lifting of the designation. And then I'm going to... I would like to be heard, Commissioner, and you know, may have something helpful on the discretionary factor. Okay, thank you. Commissioner Manick. In particular, because I don't, I hadn't been thinking of it as going to this second clause, but you know, setting aside the adjustments in the trust that you have heard about there remains the interest in BAS holdings and the track in the trust that you may want to give attention to. Chair, can I be heard momentarily? Yes. It is absolutely impossible for an applicant to continue to respond to what I think is basically a sliding scale of what we should be considered and what should be considered for purposes of being an applicant. The bottom line is this, that Chris Carney was identified as a qualifier because of his beneficial interest in the Christopher L. Carney Trust. That's what the report concluded. That's what it was based on. We've taken every step that we can to try to alleviate and remove all of those particular interests, but we can't continue to then say, okay, fine, what about this? We have done everything that we possibly can in order to remove Christopher Carney, certainly under what we think is the appropriate standard limited to the statutory requirements here. And now to essentially have to, I guess now respond to additional reasons for qualification puts any applicant in an absolutely impossible position. We will work and we will try to address any concerns that anybody has regarding the status of our application, regarding any condition that we have to address. Regarding any conditions that need to be put in place to ensure that Christopher Carney doesn't have a role that crosses any concern for the IEB, but more importantly for the commission. And we're happy, we certainly has been our intent to attempt to do that over the last several days, but we can't continue to try to fight essentially something that appears to be changing almost sort of meeting by meeting. Mr. Mosul, I appreciate your frustration. I guess I don't have anything in front of me from my perspective in the IEB reports that show other than newspaper, and this was decided on, aren't presented to us on Friday, concerns over ability to influence decision-making. And I raised that. And what I haven't seen is in number four, I think I don't have anything in front of me that says that the division of licensing after consulting with the bureau has that binding, that they've made a finding that either Mr. Carney will have significant substantial responsibility for the applicant's business under the jurisdiction of the commission, or has the power to exercise significant influence over decisions concerning the applicant's operations in Kamala. You've raised questions for us, for us to consider, but I don't have anything that shows that supports that finding. And I would disagree with you, I'm just stating it on the record. I would disagree in that I think the procedural posture is there to put that out. And then I just put the question definitively to IEB with the head of licensing has withdrawn from the application. But do we have it as a finding in the reports anywhere that either of those have been met? I think as a matter of law, as Director Lillio stated, the decision was made sort of moving into this that they were a qualifier. And so that could be the baseline decision and then the commission, it's now the commission's decision to sort of evaluate and move forward on that. And then the IEB defined an initial instinct to act on the request to withdraw, which is another evidencing of it. Again, that was before we took the subsequent actions in order to remove what has been identified as the reason Christopher Cardi is a qualifier because of his beneficial interest in a trust that owned 40% of the MGA stock. We have done everything that we can in order to remove that and remove any statutory requirement. And I would suggest to the extent that there is a discretion to go beyond what the statute is, that there is no evidence of anything else that's before the commission at this point. Let me just add that to be clear, I believe that the commission in evaluating this factor should take into account the statements of the MGA and sort of how it intends to move forward. But I do believe at this point in time the commission can make a decision on this factor. That's all. If I may, Madam Chair, I would just ask the commission to recognize also the explanation that we gave the other day that our Supreme Judicial Court has issued decisions over a hundred years in age that the only control over a corporation in the Commonwealth is exercised by its actual directors, officers, and to a limited degree, shareholders. So the IEB made a qualifying decision based upon the trustees of the trust, not Christopher Connie, but the trustees of the trust being shareholders, not because they were offices, directors, or even shareholders. We've eliminated that. So we would ask the commission to recognize and apply the Supreme Judicial Court's constant and consistent holding as to who controls a corporation. But we have satisfied that, whether it's discretionary, whether the commission wishes to consider this a discretionary or a mandatory issue. As a matter of law, enunciated multiple times by our Supreme Judicial Court only officers, directors, and to some degree shareholders have any measure of control over this corporation. And we've eliminated that completely. So I would ask that you please take that into consideration. Michelle, probably. I think I've made a pretty clear I disagree with that representation. I'm looking at 23K, 23N on the rags. And I just think that's a patent misrepresentation of the status of the law and the authority of this commission. I would also state that to the extent that maybe people feel like the ball is moving and the rules are changing. There has been a drip, drip of information that has come out of the applicant that's always constantly changing the facts on the ground. That to me is more the reason that we keep having to come back rather than anything that IEB did in terms of misrepresenting why the Chris Carney and or the trust are qualifiers. So I struggle to move forward past 25021A4 being anything but mandatory given the facts before us. I can speak again when it comes to discretionary, but I have looked at what was submitted by IEB. I went back in addition and I looked at the motion to withdraw and I looked at in particular Chris Carney's own words in the March, 1722 Rain and Public Hearing, the November 22nd, 2022 podcast interview with Bloomberg, his statements to IEB in May of this year. And in each of those circumstances, it is replete with representations that he is integrally involved with these businesses, that he has the authority to, could have closed them down in his own words. And when I asked him pointedly closed down what, he said the dog track, which we've had further discussion today is sort of part owner of the simulcast licensing business that is the genesis of this application. At the public hearing in Rainham, he spoke up and not only did not dispute that he was there on behalf of MGA, but then had an exchange with a resident very specifically saying, I'm the person come to me, here's my cards, call me. I haven't had the arrests in 30 years, et cetera, et cetera. When he got into the Bloomberg, and I note in that hearing too, there was a question about addresses of the businesses and Chris Carney himself was rather knowledgeable about the level of activity inside the sports book, the traffic in and out of the facility and also going so far as the nuance of potentially changing the address and the impact that it would have not only on the simulcast, but also the liquor license of the facility. So when I look at that, I look at his representations to Bloomberg where he said that their first partner, Bet365 where he came out and said, it's a family business I felt very comfortable with when I talked to them when I went to Vegas, et cetera. There is the effort to simply look at the four corners of paperwork, then there's the reality on the ground and the evidence in front of us. So commissioner, let me finish my chair. So from where I say the question on 215.01 on the four, to me, not only was he acting as an agent and the ability to influence, but he was the point person for this. He went out in his own words totally apart from whether or not newspaper articles are misrepresenting. Chris Carney's own words put him at the core of this. And I cannot say on the evidence before me as a commissioner that good cause has been shown. To me, it's mandatory on this record and I can talk about whether good cause discretionary comes on that set of facts, if we want to defer on that, but I was struck by his own words and the evidence that was put in front of us. I can't reconcile it any other way. So I agree with you, commissioner Brian, that Mr. Carney's words are very much reflected in newspaper accounts as him having a perceived ability to control and influence matters. However, I'm not sure we have any evidence that the individual or individuals who actually had control authorized him. The fact that- Madam chair. Excuse me one minute. It's not the newspaper articles, it's the defendant's own representations as the parent holding himself out publicly into government entities. He was the agent. I think that needs more vetting by this commission. I agree with you that he is, and this is how I feel. I do feel there is sufficient good cause here for granting these two, but we're speaking about Mr. Carney's request for withdrawal. And I did look at those articles carefully. I do see Mr. Carney is holding himself out. What I don't see is that we have evidence or information from other than those newspaper accounts in Mr. Carney himself that he actually has significant, powered to exercise significant influence over decisions concerning the applicants operations in the Commonwealth. What I do have is I have a history of this particular applicant working with us as a simulcast licensee where the individuals who are in control with Mr. George Carney and then of course, Sue Rodricks. There hasn't been any confusion on our part as to who we are working with. And Mr. Chris Carney may have a perception of his own influence, but when it comes down to actual control of the corporation, we don't have any evidence that he would have controlled those decisions. Is he a connector perhaps? Does he work to support the family's business? Yes, but there's no contracts. There's no indication that he has control. I do think- That's the problem for me too. We are working hard to try to see him as inextricably intertwined. I just am not there based on newspaper accounts. I do know that there's a big risk if he was and is and the applicant ever gets to having a durable suitability found in a full license. There's a big risk. If anything that I'm saying and seeing is in any way contradicted. And that would be, of course, our ability to assess a fine or to actually revoke the license. At this juncture, I see, you know, our director of racing, Alex Lybaum, Dr. Lybaum 31 years has worked with Mr. George Carney. We have no indication of any kind of problems or concerns raised with respect to this particular applicant, including anything with respect to Mr. Chris Carney, no negative history or no compliance that has anything to do with Mr. Chris Carney. We actually have IEB having found Mr. George Carney, apparently Mr. Kelly, suitable in 2013 and 2015. And yet if he was still, because Carney was still inextricably intertwined, you would think that they would have found that. And yet we don't have any evidence. Now they may, when director Lilios's team goes through all that they need to do for a durable suitability, they may find something that actually lends the support to their argument today. But my job from my perspective is to strictly look at the evidence in front of us or the information in front of us. And what I'm seeing and hearing is strictly in newspaper accounts, or from Mr. Carney, whom as I said on Friday may suffer a little bit from loose lips and sometimes I do too. But I am just saying suffers from that, but that's a perception and not necessarily real. So we could of course, under our consideration, I know we're gonna get to this, have a condition to address your concern as we think about this withdrawal because even withdrawals can be conditioned. So here's my concern with the recitation you just gave Madam Chair. You keep trying to take the undisputed statements of Chris Carney and question the veracity of them by casting them as if they were newspaper articles. I did not talk about newspaper articles. I am talking solely about his own words and this is a company that if it's his loose lips, this company allowed him to go to government bodies and represent himself as the agent of that company. Now, I have an issue with that if that's gonna be the explanation for loose lips. In addition to that, in addition to that Madam Chair, the reason you called out to Director Lightbaum that the status of what IEB was tasked with doing at this point under the reg and I expressed hesitation with this early on was overly reliant on self-reporting by the applicants and an open source check. They have not done what is traditionally done. And that's the other concern that I have with that which is why the posture that we're in given the drip, drip, drip of information, et cetera coming out of the applicant, I think the request to designate and withdraw is premature. I don't think this has been, this is enough and on the record before me, I patently disagree with you. I think that the evidence, the substantial evidence counters good cause. I think the good cause is to keep them designated and to go forward and determine both historically what was it and for business practices and would he be a qualifier and then assessing the veracity of the structure going forward where you have a, he was gonna be COO and all these people were reporting up to him and then you just eliminate the position with no succession replacement. I have a huge issue with that. I welcome my other commissioner's thoughts. I really would like to hear what they have to say. Madam Chair, may I address commissioner O'Brien's concerns? Respectfully, I'm not asking you at this point, Attorney Maurizio, I've asked to hear from the other three commissioners. Before we turn to the other three commissioners, would you like to offer Attorney Maurizio the opportunity to, he did ask me if I could allow and my instinct is to allow somebody to speak but commissioner O'Brien has said no, so I turn to you. Do we have Mr. Maurizio speak or no? Yes. Commissioner Maynard? I'm perfectly fine with that. Commissioner Skinner. You have consensus, Chair. Thank you. And I appreciate that, commissioner Skinner. I do think it's important for us to all be able to speak, go ahead, Attorney Maurizio. Thank you. Members of the commission, I appreciate commissioner O'Brien's concerns. I'm not trying to eliminate them or challenge them but what I would like to point out again is the superseding events which we have taken to eliminate or address those concerns. Commissioner O'Brien, you've correctly pointed out what Chris Connie's public statements have been. Those are his statements and many different inferences can be drawn from them. But I think as I pointed out the other day that when those statements were made, Christopher Connie was doing two things. The first was what he has always done in the construction realm of MGA's activities. And if the commissioners recall Christopher Connie explained himself directly, very well, I think, all of his activities in the construction world. Nothing to do with the simulcast business, strictly construction, tearing down the buildings, fixing the roof, the HVAC equipment, preparing the site for the new building, et cetera, et cetera. Even the activities connected with obtaining site plan approval from the town of Rainham is all construction related and it was all done even before 23N was passed. The second important fact that's now been corrected is that Christopher Connie's a lay person. He's not an attorney. He doesn't understand the distinction between the stock that was put into a trust that's owned by the trustees and not by the beneficiary. As any lay person would assume that if you're the beneficiary of the trust and a trust owns shares in a corporation, you consider it yourself to be an owner. That's very understandable. But as a matter of law, that wasn't the case. So all of these events that are being pointed to were prior to our corrective action which was now submitted to remove Chris Connie as a qualifier. He is the trustees of his trust and the longer shareholders. There's no money that's going to flow even though that's not under the law or the regulations by itself a test for qualification. But we have made sure that in the divestiture of that stock that no money from the category two sports betting activity would ultimately work its way to Christopher Connie. That was just an added step. We don't believe it was necessary but it was just something to give the commission a clear understanding of how far away from the category two sports betting license Christopher Connie will be. And lastly, we'll all do respect to commissioner O'Brien. What constitutes a control over a corporation is not up to me to say, nor is it up to anyone on the commission to say when the Supreme Judicial Court has ruled on that issue. And when the legislature has passed 156 D which governs all corporations or Massachusetts corporations and their control. So it's not, there's no evidence to provide. It's a matter of law determined not by us but by the SJC. So I would hope that the commission understands what I've just outlined and I hope what I've explained addresses commissioner O'Brien's concerns. We've cured Christopher Connie's perceptions of ownership and we have put a bulletproof wall around him in a manner that meets the SJC's rulings and 156 D about our control of a corporation. He has no control in fact. He has no financial interest in fact and all concerns that we can understand have been addressed. Thank you. One thing is specifically not in there. First of all, again, we don't have to spend the time doing it. I patently disagree with you. 215.021A4 has nothing about control. It is the power to exercise significant influence over decisions of the applicant's operations which is sports wagering. The striking thing to me is that the argument for just disregarding that would be that the company was so derelict that it allowed someone to represent themselves and that was fine with them and it's puffery. But most striking to me is November 22nd of 22 months after sports wagering has passed, Chris Carney makes representations publicly that I had never seen disputed that he went out to Vegas and negotiated with that 365. He makes representations about negotiating the operations agreement with Caesars. So to me, I have a number of questions that to me kill a claim that good cause has been shown on this record. So Commissioner O'Brien raised an important distinction. You are using the term control, Mr. Maurizio, and under four, that's where I'm saying, I don't see it, Commissioner O'Brien sees it differently in terms of the power to exercise significant influence over decisions concerning applicants' operations in the Commonwealth. So reduce the word influence is what she's focusing on. I don't mean to repeat her words because she said them clearly, but that I'm hearing you say control and I think my fellow commissioners are thinking the same thing. I've used the word control because they're in section 5B of 23N and it's in your implementing regulations. But the SJC doesn't limit their opinion to control. Yesterday, I can give the commission another citation from yesterday. Halby and versus Burr, 457 mass 620, pages 624 to 625. It was a leading decision discussing the new implementation of 156D and what positions, what persons have the right to do anything control, influence, whatever verb you wish to use. The SJC made it crystal clear in that confirming decision that certain offices and directors and to some extent shareholders are the only human beings that can control or influence or direct or cause a corporation to act in any way, shape or form. There's an amicus brief filed with that case by the co-chairs of the 50 lawyer committee that worked approximately 10 years on coming up with the new chapter 156D which governs corporations. The amicus brief gets into exactly what we have said that unless you sit in one of those positions, you can't do anything with respect to a corporation. It's akin, if you will, to the commission. Each one of you have certain authorities based upon the position you hold as commissioners. Somebody else in the Massachusetts Game and Commission could have an opinion about what their authority is or isn't. But it's an authority determined by the position you hold, not by the words you use. It's the same with the corporation. And that's what the SJC has said. And we're all, I would respectfully submit, found by the SJC and by chapter 156D when you're examining what human being can control or influence or direct a corporation in this state. There's just no gray area about that. That's just the law as it is. And yet Mr. Carney, Chris Carney is going and signing P&S's. He is signing formal documentations to public bodies representing NGA. And the NGA is totally fine with that. And respectfully, if this body or any other adjudicatory body were restricted to paperwork, I shudder to think what suitability analyses would look like if you couldn't look at the actual facts on the ground. We are tasked with looking at the facts in front of us, not a tortured analysis of corporate law that tries to hamper this commission. I don't, I'm sorry that you've expressed it that way, Commissioner, because I'm trying not to be in an advocate position or an adversarial position. I really am, but you're describing a tortured analysis. It is a law. And to some degree, you seem wedded to certain events that all happened before we submitted our withdrawal request, where we have as a matter of law ended all of that. That's yesterday's history. The last superseding event that you have is at the Chris Conny Trust. The trustees of the Chris Conny Trust are no longer shareholders of MGA, they're not. Chris Conny never was, but they're no longer. You have the legal documents that demonstrate that. That's not a matter of opinion. That's not a matter of advocacy. That is not a tortured explanation. That's a legal reality. And the other legal reality is Christopher Conny is not an officer, director, or shareholder of the applicants. As a matter of law, he cannot influence the corporation in any legal sense, can't do it. Those are the realities from the point in time in which we submitted the withdrawal request to today. And we would simply ask the commissioners to look at the curative steps that we took to eliminate this question. We have eliminated any possibility of Christopher Conny controlling, influencing, or any other verb you wish to think of, the direction of MGA from the point of today into the future. And we would hope that that would be enough. Thank you. Can I ask this question? Mr. Roosale, under your analysis, the corporation could have authorized Mr. Conny with respect to his expertise in construction and planning to represent the corporation without ceding authority to him. Is that correct? Of course. I mean, the engineer who put together the plans for the site plan approval, it's a zoning step. Okay, and my quick follow-up question is this, if we had a condition to the request for withdrawal, we have a condition that says, even though that's permissible, going forward, the corporation would not authorize Mr. Conny to so represent the corporation or the company, even in matters in which he has that construction expertise that you would see that to some other individual or entity. Could that be applicable? I represent Mr. Christopher Conny and the trustees. And I know they would agree to that, but it's up to MGA and allow Mr. Nozzle to answer that question. Chair, yes, we'd agree to those conditions. Right, and then to Mr. Conny, would he agree to a condition that he not make public appearances of in public statements or public appearances in which he makes statements or in any way makes public or private statements about suggesting that he has authority, perceived authority, or express authority? Would he be willing to a condition of some sort that wasn't very artful, forgive me? I know he would agree to it. It gets to be a little difficult to envision every possibility that some question may be thrown at him someday. But I mean, Christopher Conny has already said that he's not going to be involved. He's going to follow the commission's decisions and conditions, whatever they happen to be, he's more than happy to do that.  I was just going to suggest that we would have to refine that principle if that were to become a condition in that if Chris Conny were no longer a qualifier, we couldn't control his actions. It would have to be the other way around that we could control MGA and what would happen if Chris Conny was out there making certain statements. That's right. Thank you. Okay, commissioners, I took too much of the time. My apologies, Commissioner Hill, Commissioner George Mainer, excuse me, Commissioner Skinner.  Sorry, you probably wanted to follow up. No, I'm still looking forward to hearing what the other three commissioners have to say. Okay, Commissioner Skinner. So I share Commissioner O'Brien's analysis under this particular question, 25021A4. The notion of Mr. Carney having the power to exercise significant influence over decisions concerning the applicants' operations and the commonwealth, that is still an open question for me. I said this last week, Chris Carney is very much ingrained in the family, the culture, the community, and where you have this almost, I think Mr. Carney made statements to the effect of, he's been doing this all his life.  Attorney Merritt COU indicated that it would be hard to envision every single circumstance where Mr. Carney might be called upon to speak on behalf of MGA, where he would have to refuse. And I don't want to put words in your mouth, but that's my interpretation. He would agree to do that, but it would be hard to put that into practice in a lot of ways. And I share, again, let me finish and you will have the opportunity to respond. But I share that opinion that it will be very hard and it's convenient to rely on Massachusetts statute and case law where it benefits the applicant who finds itself in this predicament, whereby it's needing to convince this commission that Chris Carney does not have actual authority to make decisions on behalf of MGA. But I think it's already been said that his own statements, newspaper articles, the way he's held himself out on behalf of the, the corporation suggests otherwise. And Commissioner O'Brien pointed out the fact that there hasn't been anyone appointed in Chris Carney's place to handle these kinds of matters on behalf of the applicant. Specifically referenced was his negotiation. And I, again, commented on this last week. It's the inner workings of the operation, the sports way during operation that we really don't have a lens into. We really don't have an understanding beyond the representations that you've been making over the past couple of days, exactly what Chris Carney's role will be. Again, you're suggesting that there will not be any role, but it's hard to separate and really envision, right? Where a situation where he is just completely removed from the family, right? Completely removed from the community and not engaging in any iota in MGA's operations. I promise I'll give you an opportunity to let me finish, Attorney Maurizio. So there's this notion of actual and apparent authority. And certainly, from your perspective, there's no legal authority from Chris Carney to have done, to have set in motion all of the things he has set in motion relative to MGA. But there's definitely a apparent authority. And who's doing all of this, if not Chris Carney, right? There's been no representation as to who will take on these responsibilities in his absence. And I think that's very important. That needs to be established. It's very important. Relative to the actual, well, so you talked about curing the perception and that it's your position that MGA has done so. I disagree because the very points that we need to be hearing about this, what will the structure be going forward? Who will handle these matters on behalf of MGA going forward? Have not been spoken to. So relative to, I'm sorry. Okay. Relative to exercising significant influence over decisions concerning the applicant's operations. I think that Chris Carney is a mandatory qualifier. Now, that being said, based on all of the representations that were made today in terms of extricating Mr. Carney from the operations, I think that, to the extent that there's room, and I don't know if this is possible, but the discretionary aspect that Commissioner O'Brien referenced, I don't know if a waiver is appropriate here. If so, to the extent that there is that discretion, I'm interested in giving the applicant the benefit of the doubt, because I think there has been significant work and preparation put into opening and establishing an operating, excuse me, sports book on the property. And so, I wanna be clear though, I think that as a fundamental question, I do think and I do wanna rely on IEB's determination that Chris Carney is a qualifier. And relative to the process that this commission has set up to determine preliminary suitability, we have the IEB's report. And it does not contain recommendations. Director Lillios has reminded me in particular in public time and time again, that that's not what IEB is charged with doing. It is up to this commission to make those determinations, certain determinations relative to whether or not a qualifier is preliminary suitable or an applicant is preliminary suitable. I think based on all of the totality of the evidence, yes, Madam Chair, I'm gonna use that word, but I understand it's a loose iteration of that. I think that there is a question still and it's certainly the perception. And I understand what your argument is relative to reality, but there's certainly the perception that Mr. Carney does continue to have and will continue to have the power to exercise significant influence over decisions concerning MGA's operations. Thank you, Commissioner Skinner. I understand exactly what your thought process says. And I can't question it, except to ask you and the remaining commissioners to look at the past a little more carefully because the IEB report and everything that you've been talking about as to what Chris Carney did in the past began in the context of the sports betting legislation, hopefully being passed and preparing MGA's real estate for development. If you consider the evidence or the facts that have been presented, even in the IEB report, nothing on Chris Carney now, nothing predates that activity when Chris Carney was a sharehold, his trust was a shareholder of MGA stock. That was a relatively recent event due to Mr. George Carney's estate planning and then the construction activities that Mr. Chris Carney is very knowledgeable about. Dr. Leibbaum told the commissioners that for the years and years and years that she's represented the old state racing commission and now the gaming commission and dealing with MGA's activities. It's been George Carney, Sue Rodriguez and Joe Cappucci have been the points of contact. That is the information you have. And it's only when 23N comes into play and now MGA has to now re-change the way it operates as a great big old building that's been there since 1929, 1930 for live racing. It needs to go away and we needed to create a brand new facility, state of the art, the biggest apparently in the sports betting world that ever existed is what I hear and move into that direction which required zoning site plan approval as a construction task. It required actually sending the bulldozers and the excavators out there to do the work. All of that began, Chris Carney's activities began when that effort began nothing before. And there's no facts that have been submitted that suggest he had any involvement in anything prior to that coming to life. So now that's the past, which now, and we've talked about it many times how we got there. So now we've submitted a request that would grow. It's not a matter of will MGA follow what it says it will do. It's just what MGA has been doing for decades without Chris Carney's involvement. He only stepped in for construction and then when he thought he was gonna be an owner he then was proposed to be the COO for a period of time. So I think, and I can understand how the commission is focused on the last year and a half or so but MGA has been in the gaming business under Mr. George Carney's control ownership since the past 57 years but he was involved in management even before he took control of the race track going back to 1956. That is the reality that we're faced with Mr. Carney, George Carney has always been the boss. Nobody tells George Carney what to do, not even his son. And we've presented you with the papers to take care of the last year and a half to two years that have happened and we believe we've done that fully and completely. As to your concerns, Commissioner Skinner as tomorrow and going forward that's outside my role at the moment. Yeah, Mr. Nozzle is able to talk about that. I just, and I understand there've been org chats submitted that explain it, but I'll turn that over to Mr. Nozzle. Commissioner, I'll be- Can I just comment on, I just didn't quickly just comment on a response to your comments Attorney Muratio to be clear. I'm not limiting my opinion that Chris Carney may have significant influence over MGA to the news articles relative to his connection as COO of the sports book. I in large part make my determination, my opinion, based on his identity as a family member particularly where you have a corporation that is in all of the filings over the years. I mean, it's primarily and I don't think you know anyone disputes this it's a family owned business where you have family members primarily holding significant roles within the corporation. And so that's the practice that's the history of this corporation and how do you exclude Chris Carney from that? How do you exclude Chris Carney from the family, right? That's not easy to do, right? So it's from that perspective that I am forming my thinking around the perception that Chris Carney will continue, may continue. I wanna be careful with my words may continue to have significant control over the corporation if this commission does not put safeguards in place to prevent that. Well, fully understood commissioner Skinner not to restate what we've said before. We have Christopher Carney is more than willing to accept whatever conditions the commission themes prudent. The only thing I would continue to hit home on is the undisputed fact that this company MGA has been under the control of George Carney for decades. And throughout that time period Chris Carney has still been his son. And other than the construction activities that kicked in in order to get this sports betting operation going, Chris Carney has not and there's no evidence to the contrary been actively or in any way exercised any control over the applicant. This just hasn't happened. I mean, to suggest that Chris Carney is going to control George Carney is to with all due respect is to not understand 50, 60 year history of George Carney George Carney is his own man. He built this company himself. He relies on experts, he listens, he takes advice from lots of people and then he makes the decision. He's in charge, he's always been in charge. That'll never change. And I'll just be very brief on behalf of the MGA team MGA is certainly willing to accept conditions that alleviate any of the commission's concerns going forward. And Commissioner Skinner, we have put the team as it exists today as we propose. If in fact, we have the ability to move forward here in front of that commission. We put it together and put it in front of the commission in connection with our initial presentation we made in connection with the application. You heard from a lot of them and actually all of them are here around the table today. And I indicated before that that is in front of you as exhibit B to exhibit 15 of the original report where we removed the COO position but that's our organizational structure. Are we open discussions about how that organizational structure could be potentially enhanced? Sure, but we have put the team that we expect is gonna run this going forward in front of the commission. And I would say that team successfully went through a majority of the elements that was required certainly required as part of the application process. You've heard from many of them, Mr. Brooks, Mr. Joe as well as Sue Rodgers. And as including others that we've added since we're going to be now part of a sports majoring enterprise, including the other people that are here today, Mike Mishno, Kevin Regan, security and surveillance as well as, excuse me, yes, security and surveillance. So we've been building that team out and we have presented what that team is gonna look like to the commission going forward. And we feel confident without that COO position and certainly without Christopher Carney that this group can successfully operate a sports majoring operation. Can I turn to Commissioner Maynard or Commissioner Hill? Are you interested in commenting at this point? Well, was Commissioner O'Brien responding? Did I miss somebody? Oh, okay. I didn't know if Brad wanted to go or if I wanted to go. I couldn't tell which way your hand went and go. You were mostly to Commissioner O'Brien. Yeah, I think that's Brad. Commissioner Hill. Commissioner Hill. Commissioner Maynard. Go ahead, Commissioner Maynard. Yeah, so I feel like this has been broader than just the singular question of the particular clause. So I might as well just get it out there. One of my mentors and good friends and somebody I look up to said, just because you put boots in an oven doesn't make them biscuits, right? And I feel like I've heard a lot about a lot of boots going into the oven, right? And you're looking in there and there's no biscuits, right? And so the way I'm looking at t