U S Bank National Association v. PHL Variable Insurance Company
Filing
44
ORDER APPROVING AMENDED STIPULATED PROTECTIVE ORDER by Magistrate Judge Ralph Zarefsky. Re Amended Stipulation for Protective Order 41 . (Note: Changes have been made to the proposed order). (ib)
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KHAI LEQUANG (SBN 202922)
klequang@orrick.com
MELANIE D. PHILLIPS (SBN 245584)
mphillips@orrick.com
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 South Figueroa Street
Suite 3200
Los Angeles, California 90017
Telephone: 213-629-2020
Facsimile: 213-612-2499
STEPHEN G. FORESTA (admitted pro hac vice)
sforesta@orrick.com
PHILIPP SMAYLOVSKY(admitted pro hac vice)
psmaylovsky@orrick.com
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND ST
NEW YORK, NY 10019
Telephone: 212-506-5000
Facsimile: 212-506-5151
Attorneys for Plaintiff
U.S. BANK NATIONAL ASSOCIATION, AS
SECURITIES INTERMEDIARY FOR LIMA
ACQUISITION LP
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UNITED STATES DISTRICT COURT
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CENTRAL DISTRICT OF CALIFORNIA
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WESTERN DIVISION
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U.S. BANK NATIONAL
ASSOCIATION, a national association,
as securities intermediary for LIMA
ACQUISITION LP,
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Plaintiff,
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v.
PHL VARIABLE INSURANCE
COMPANY, a Connecticut corporation,
Case No. CV11-09517 ODW(RZx)
[PROPOSED] ORDER
APPROVING AMENDED
STIPULATED PROTECTIVE
ORDER
NOTE: CHANGES HAVE BEEN
MADE TO THIS DOCUMENT
Defendant.
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STIPULATED PROTECTIVE ORDER
CV11-09517 ODW(RZX)
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The parties’ Amended Stipulated Protective Order Governing the Production
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and Exchange of Confidential Information (the “Protective Order”) is before the
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Court. The Court having read the order and good cause appearing therefore, the
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Court hereby enters the following Protective Order:
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1.
Statement of Good Cause: In the course of litigating and taking
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discovery in the above-captioned action (the “Action”), the parties, or third parties
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in connection with the Action, may need to produce competitively sensitive,
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confidential, and proprietary business information and/or private personal, medical,
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or financial information (collectively, “Confidential Information”), including the
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following categories of Confidential Information:
(a)
commercially sensitive and proprietary internal marketing
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materials, financial, actuarial, valuation or pricing projections,
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including mortality, reserve, and premium funding analyses that
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reflect past, current or future experience or actions relating to
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the cost of insurance disputes at issue in this Action, and/or
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information otherwise recognized by laws and regulations such
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as The California Public Records Act, West’s Ann. Cal. Gov.
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Code § 6254 (d)), as being excepted from disclosure under
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public access laws, and deserving of treatment as Confidential
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Information;
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(b)
non-public communications with governmental or non-
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governmental regulators, including but not limited to state
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departments of insurance, Securities Exchange Commission, and
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Financial Industry Regulatory Authority (FINRA, f/k/a NASD)
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that are intended to be kept confidential and/or are protected
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from disclosure by statute or regulation;
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(c)
non-public personal identifying information (including names,
addresses, social security numbers and dates of birth), and health
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and financial information relating to policies affected by the cost
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of insurance adjustments at issue in this Action, the disclosure of
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which would potentially violate state and federal privacy laws,
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including but not limited to The California Insurance
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Information and Privacy Protection Act, Cal. Ins. Code § 791, et
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seq., The California Public Records Act, West’s Ann. Cal. Gov.
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Code § 6254 (c), The California Financial Information
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Protection Act, Cal. Fin. Code § 4050, et seq., The Gramm-
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Leach-Bliley Act, 15 U.S.C. 6801, et seq., as well as local Court
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rules (see, e.g., Central Dist. of Cal. General Order No. 10-07,
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Sec. IV(E), (H));
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(d)
agreements subject to provisions of confidentiality and
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documents that reveal the confidential terms of such
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agreements;
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(e)
documents that reveal confidential financial information about a
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party’s business or commercial information about a party’s
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business that is not available to the public or its competitors,
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which if disclosed could place the party at a competitive
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disadvantage; and
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(f)
commercially sensitive and proprietary, confidential information
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that constitutes, discusses or reflects trade secrets entitled to
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protection under various laws and regulations, including but not
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limited to California’s Uniform Trade Secret Act.
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Confidential Information shall include the contents and all copies, excerpts,
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extracts, and summaries of documents, testimony, and information, designated by
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the parties as such, provided that such designation has not been successfully
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challenged and finally revoked pursuant to paragraph 9 herein.
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2.
This Protective Order shall, pursuant to Fed. R. Civ. P. 26(c), limit the
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copying, dissemination, and filing of Confidential Information to be produced or
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provided by any party and their respective counsel or by any non-party in the course
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of discovery in this matter, and shall govern the handling of documents and all
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other information produced by or between the parties to the Action or by third
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parties in connection with the Action, including all documents, information, and
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testimony produced or provided pursuant to interrogatories, depositions, requests
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for production of documents, subpoenas, requests for admissions, or other requests
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for disclosures (whether formal or informal), and all information provided,
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submitted, or exhibited by the parties hereto or third parties in connection with any
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evidentiary hearings or other proceedings conducted during the course of the
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Action.
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3.
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As used herein:
(a)
“Producing Party” shall mean the parties to this Action and any
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third-parties producing “Confidential Information” in connection
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with depositions, document production, or otherwise, or the
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party asserting the confidentiality privilege, as the case may be.
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(b)
“Receiving Party” shall mean the party to this Action and/or any
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non-party receiving “Confidential Information” in connection
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with depositions, document production, or otherwise.
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(c)
“Qualified Person” shall mean any person authorized to receive
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or review Confidential Information pursuant to paragraph 6
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herein.
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4.
Any party, subpoenaed non-party, or other third party whose
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information may be disclosed in connection with this Action may designate
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documents produced, testimony given, or other information exchanged in
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connection with this action as “Confidential” either by notation on the document,
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statement on the record of the deposition, designation pursuant to paragraph 8 or 10
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or 14 herein, or written advice to the respective undersigned counsel for the parties
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hereto. Electronic documents and information, if any, shall be designated as
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“confidential” by any of the foregoing methods or pursuant to a procedure to be
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agreed upon by the parties.
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5.
All Confidential Information shall be used solely in connection with
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this Action, and no person receiving such Confidential Information shall, directly or
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indirectly, use, transfer, disclose, or communicate in any way the Confidential
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Information to any person other than Qualified Persons. Any other use or
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disclosure is prohibited. The receipt of Confidential Information by persons or
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entities as defined in paragraph 5(f) below shall not prevent such person or entity
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from serving as an expert or consultant in connection with the action entitled
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Martin Fleisher v. Phoenix Life Insurance Company, No. CV 11-8405 (CM)
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(S.D.N.Y.) (the “Fleisher Action”), or prevent such person or entity from receiving
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information, including Confidential Information, in connection with the Fleisher
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Action.
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6.
Except with the prior written consent of the Producing Party or by
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order of the Court, Confidential Information shall not be furnished, shown or
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disclosed to any person or entity except to:
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(a)
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the parties in this action, including employees of the parties who
are assisting in this action;
(b)
counsel for the parties to this action and their associated
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attorneys, paralegals and other professional personnel (including
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support staff) who are directly assisting such counsel in the
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preparation of this action for trial or other proceeding herein,
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and are under the supervision or control of such counsel;
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(c)
copying, imaging, computer services and/or litigation support
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services who are bound to protect Confidential Information
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either by their services contract with counsel or the Receiving
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Party or by execution of the confidentiality agreement attached
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hereto as Exhibit A;
(d)
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any agreed-upon or ordered mediator and that mediator’s
personnel;
(e)
persons whom counsel of record for a party believes (i) are
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likely to be called to give testimony, through deposition,
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affidavit, or at trial, on matters relating to Confidential
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Information or (ii) possess information reasonably necessary and
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relevant for the prosecution or defense of the Action; provided,
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however, that such information is furnished, shown or disclosed
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in accordance with paragraph 7 herein;
(f)
expert witnesses or consultants retained by the parties or their
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counsel to furnish technical or expert opinions, services, or
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assistance in connection with this action or to give testimony
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with respect to the subject matter of this action at the trial of this
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action or other proceeding herein; provided, however, that such
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Confidential Information is furnished, shown or disclosed in
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accordance with paragraph 7 herein;
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(g)
the Court and court personnel, provided that the Confidential
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Information is filed in accordance with paragraph 11 herein or
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otherwise disclosed in accordance with paragraph 12 herein;
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(h)
an officer before whom a deposition is taken, including
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stenographic reporters and videographers and any necessary
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secretarial, clerical or other personnel of such officer, provided
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that the Confidential Information is furnished, shown or
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disclosed in accordance with paragraph 13 herein;
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(i)
trial and deposition witnesses, provided that the Confidential
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Information is furnished, shown or disclosed in accordance with
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paragraphs 12 and 13, respectively, herein; and
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(j)
7.
any other person agreed to by the parties.
Before any disclosure of Confidential Information is made to any
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person pursuant to paragraph 6(e) or 6(f) herein, such person must execute a
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confidentiality agreement in the form of Exhibit A attached hereto. Counsel shall
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maintain the executed confidentiality agreements required by this Protective Order.
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Counsel for the party obtaining the executed Exhibit A from an expert under
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paragraph 6(f) shall supply a copy of Exhibit A to counsel for the other party at the
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time such expert is disclosed pursuant to Rule 26 of the Federal Rules of Civil
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Procedure.
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8.
Any document or information that may contain Confidential
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Information that has been inadvertently produced without identification as to its
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confidential nature may be so designated by the party asserting the confidentiality
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privilege by written notice to the undersigned counsel for the Receiving Party
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identifying the document or information as “Confidential” within a reasonable time
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following the discovery that the document or information has been produced
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without such designation. Any party receiving such improperly-designated
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documents shall retrieve such documents from persons not entitled to receive those
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documents.
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9.
With respect to objections to designations of documents and
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information as “Confidential,” a party shall not be obligated to challenge the
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propriety of a designation as “Confidential” at the time made, and a failure to do so
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shall not preclude a subsequent challenge thereto. In the event that any party to this
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Action disagrees at any stage of these proceedings with the designation by the
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Producing Party of any information as “Confidential,” or the designation of any
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person as a Qualified Person, the parties shall first try to resolve such dispute in
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good faith on an informal basis. If the dispute cannot be resolved, the party that
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disagrees with the designation may seek appropriate relief from the Court on an
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expedited schedule to be established by the Court that provides the opposing party
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with the opportunity to file a response. Pending the resolution of such motion by
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the Court and any subsequent appeal therefrom, the parties agree to treat the
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information that is the subject of the motion in accordance with the Producing
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Party’s designation. The Producing Party shall at all times carry the initial burden
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of establishing that the contested information merits a “Confidential” designation.
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10.
All depositions, the information disclosed therein, and the transcripts
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thereof shall presumptively be treated as Confidential Information and subject to
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this Protective Order during the deposition and for a period of thirty (30) days after
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a transcript of said deposition is received by counsel for each of the parties. At or
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before the end of such thirty-day period, the deposition shall be classified
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appropriately by notifying all of the parties in writing of the specific pages and lines
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of the transcript which should be treated as Confidential Information thereafter.
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11.
A Receiving Party who seeks to file with the Court any deposition
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transcripts, exhibits, answers to interrogatories, and other documents which have
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previously been designated as comprising or containing Confidential Information,
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and any pleading, brief or memorandum which reproduces, paraphrases or discloses
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Confidential Information, shall follow the procedures of this Court for filing
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documents conditionally under seal so as to prevent the disclosure of Confidential
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Information to persons other than Qualified Persons, including Local Rule 79-5.
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The party who designated the documents “Confidential” may file supplemental
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materials with the Court to support the application to file under seal filed by the
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Receiving Party.
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12.
Should the need arise for any of the parties to disclose Confidential
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Information during any hearing or trial before the Court, including through
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argument or the presentation of evidence, such party may do so only after taking
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such steps as the Court, upon motion of the disclosing party, shall deem necessary
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to preserve the confidentiality of such Confidential Information.
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13.
Any deposition witness who is not otherwise a Qualified Person and
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who will be given access to Confidential Information shall, prior thereto, be
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provided with a copy of this Protective Order and counsel shall make reasonable
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efforts to have such person execute a confidentiality agreement in the form of
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Exhibit A attached hereto. If unable to obtain an executed confidentiality
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agreement from such person, counsel shall immediately and prior to the deposition
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provide notice to counsel for the other party. Counsel for the party obtaining the
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executed Exhibit A shall supply a copy to counsel for the other party.
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Alternatively, counsel for the parties may agree that Confidential Information is
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adequately protected by such person’s existing obligations to maintain the
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confidentiality of such information. Nothing herein, however, shall prevent any
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counsel of record from utilizing Confidential Information in the examination or
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cross-examination of any person who is indicated on the document as being an
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author, source or recipient of the Confidential Information, irrespective of which
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party produced such information.
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14.
Subject to the provisions of this Protective Order, a party may
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designate as Confidential Information any document, information, or deposition
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testimony produced or given by any non-party to this case, or any portion thereof,
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where such information has not already been designated as “Confidential” by that
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non-party if the document, information, or deposition testimony constitutes
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Confidential Information as defined herein.
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15.
This Protective Order and the procedures herein shall not affect the
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rights of the parties to object to discovery on any grounds, nor shall it relieve the
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parties of the necessity of proper response or objection to discovery requests.
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16.
In the event that the Receiving Party is requested or required (by oral
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questions, interrogatories, requests for information or documents in a legal
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proceeding, subpoena, civil investigative demand, other similar process, or rule of
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law) to disclose any Confidential Information in another action or proceeding, the
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Receiving Party shall provide the Producing Party with prompt written notice of
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any such request or requirement so that the Producing Party may seek a protective
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order or other appropriate remedy and/or waive compliance with the provisions of
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this Protective Order, provided, however, that nothing in this Protective Order shall
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be interpreted to obligate the Receiving Party to seek such a protective order or
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other remedy. Unless the Producing Party waives the protections of this Protective
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Order, the Receiving Party will not disclose any Confidential Information except
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pursuant to the order of a court of competent jurisdiction directing the disclosure of
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such Confidential Information.
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17.
(a)
Inadvertent Disclosure
Consistent with Federal Rule of Civil Procedure 26(b)(5)(B) and Federal
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Rule of Evidence 502, in the event a Producing Party inadvertently discloses
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information subject to the attorney-client privilege, attorney work product doctrine,
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or other applicable privilege or immunity, such inadvertent disclosure shall not
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constitute or be deemed a waiver or forfeiture of any claim of privilege or work
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product protection that the Producing Party would otherwise be entitled to assert
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with respect to the inadvertently disclosed information and its subject matter,
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provided the Producing Party took reasonable steps to prevent disclosure and also
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took reasonable steps to rectify the error. The Producing Party shall be deemed to
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have taken reasonable steps to rectify the error of the disclosure if, within ten (10)
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calendar days from the date that the inadvertent disclosure was discovered or
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brought to the attention of the Producing Party, the Producing Party informs the
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Receiving Party that privileged information has been disclosed, and instructs the
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Receiving Party to promptly return, destroy, delete, render inaccessible or disable
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all copies of the inadvertently disclosed documents.
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(b)
Post-Disclosure Actions
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The Receiving Party must return or destroy the specified documents and all
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altered or unaltered hard and electronic copies in the Receiving Party’s possession
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within ten (10) calendar days of the Producing Party’s instruction. The Receiving
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Party must promptly certify that the documents have been returned or destroyed.
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The Receiving Party will not be required to return or destroy any CD-ROM or other
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form of electronic production containing both inadvertently disclosed privileged
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documents and non-privileged documents until the Producing Party has provided a
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CD-ROM or other form of electronic production containing all such non-privileged
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documents. If a Receiving Party discovers clearly privileged documents, the
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Receiving Party must notify the Producing Party of its receipt of privileged
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materials within seven (7) calendar days of its discovery, regardless of whether the
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Receiving Party intends to contest the privilege. The Receiving Party must take
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reasonable steps to retrieve any privileged information that was disclosed or
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distributed and prevent any further dissemination of the information. The
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Receiving Party must also inform the Producing Party, in writing, of all pertinent
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facts relating to any such disclosures or distributions.
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If the Receiving Party opposes the asserted claim of privilege or work
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product protection, the Receiving Party shall, no later than ten (10) calendar days
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after returning or destroying the information as outlined above, send a Local Rule
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37-1 letter requesting a discovery conference, and after the Parties’ Conference,
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promptly serve its portion of a joint stipulation, as contemplated by Local Rule 37-
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2, on the Producing Party. The Receiving Party shall not use or disclose the
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information until the claim is resolved. Upon a determination by the Court that the
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specified information is not protected by the applicable privilege, the Producing
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Party shall bear the costs of replacing the information into any programs or
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databases from which it was removed or destroyed. The Producing Party must
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preserve the information until the claim is resolved.
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(c)
Notice
Notice required in the above subparagraphs must be in writing and must be
served on all counsel unless it is an oral notice delivered at a deposition. If the
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notice is delivered orally a deposition, the notifying Party must follow up with a
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written notice within five (5) business days. All requests and notifications must be
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specific enough to identify and locate the privileged information.
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18.
In the event anyone shall violate or threaten to violate any terms of this
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Protective Order, the aggrieved party may immediately apply to the Court to obtain
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relief, including, without limitation, injunctive relief against such person. The
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existence, if any, of an adequate remedy at law shall not preclude the applying party
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from obtaining such relief.
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19.
This Protective Order shall continue to be binding after the conclusion
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of this litigation except (a) that there shall be no restriction on documents that are
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used as exhibits in Court (unless such exhibits were filed under seal); and (b) that a
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party may seek the written permission of the Producing Party or further order of the
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Court with respect to dissolution or modification of any provision of the Protective
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Order. The provisions of this Protective Order shall, absent prior written consent of
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both parties, continue to be binding after the conclusion of this action. The Court
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expressly retains jurisdiction over this Action for enforcement of the provisions of
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this Protective Order following the final resolution of the Action.
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20.
Nothing herein shall be deemed to waive any privilege recognized by
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law, or shall be deemed an admission as to the admissibility in evidence of any
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facts or documents revealed in the course of disclosure.
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21.
Within sixty (60) days after entry of an order, judgment or decree
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finally disposing of this Action, all Confidential Information produced or
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designated and all reproductions thereof, shall be returned to the Producing Party or
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shall be destroyed, at the option of the Producing Party. In the event that any party
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chooses to destroy physical objects and documents, such party shall certify in
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writing within sixty (60) days of the final termination of this litigation that it has
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undertaken its best efforts to destroy such physical objects and documents, and that
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such physical objects and documents have been destroyed to the best of its
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knowledge. Notwithstanding anything to the contrary, counsel of record for the
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parties may retain all pleadings, motion papers, discovery responses, deposition
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transcripts, deposition and trial exhibits, legal memoranda, correspondence, work
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product and attorney-client communications that include or are derived from
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Confidential Information. This Protective Order shall not be interpreted in a
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manner that would violate any applicable cannons of ethics or codes of professional
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responsibility. Nothing in this Protective Order shall prohibit or interfere with the
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ability of counsel for any party, or of experts specially retained for this case, to
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represent any individual, corporation, or other entity adverse to any party or its
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affiliate(s) in connection with any other matters.
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This Protective Order is entered into without prejudice to the right of
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either party to seek relief from, or modification of, this Protective Order or any
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provisions thereof by properly noticed motion to the Court or to challenge any
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designation of confidentiality as inappropriate under applicable law.
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23.
This Protective Order may be changed by further order of this Court,
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and is without prejudice to the rights of a party to move for relief from any of its
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provisions, or to seek or agree to different or additional protection for any particular
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material or information.
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24.
When serving any subpoena in this Action on a non-party to the
Action, a copy of this Protective Order shall be included with the subpoena.
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This Protective Order shall be binding upon any future party to the
Action.
26.
This Protective Order may be executed in counterparts, each of which
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shall be deemed an original, but all of which taken together shall constitute one and
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the same document.
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26. This protective order does not govern material submitted in connection
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with dispositive motions or at trial. If any party desires protection for such
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material, that party shall apply separately to the judicial officer who will preside at
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those proceedings.
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Dated:
May 21_, 2012
By:
Hon. Ralph Zarefsky
United States Magistrate Judge
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EXHIBIT A
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UNITED STATES DISTRICT COURT
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CENTRAL DISTRICT OF CALIFORNIA
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WESTERN DIVISION
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AGREEMENT TO PROTECT
CONFIDENTIAL
INFORMATION
Plaintiff,
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Case No. CV11-09517 ODW(RZx)
U.S. BANK NATIONAL
ASSOCIATION, a national association,
as securities intermediary for LIMA
ACQUISITION LP,
v.
PHL VARIABLE INSURANCE
COMPANY, a Connecticut corporation,
Defendant.
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I,
, state that:
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1.
I have received a copy of the Stipulated Protective Order Governing
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the Production and Exchange of Confidential Information (the “Protective
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Order”) entered in the above-entitled action.
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2.
I have carefully read and understand the provisions of the Protective
Order.
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I will comply with and agree to be bound by all of the provisions of the
Protective Order.
4.
I will hold in confidence, will not disclose to anyone not qualified
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under the Protective Order, and will use only for purposes of this action, any
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Confidential Information that is disclosed to me.
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5.
I will return all Confidential Information that comes into my
possession, and documents or things that I have prepared relating thereto, to
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counsel for the party by whom I am employed or retained, or to counsel from
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whom I received the Confidential Information.
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6.
I hereby submit to the jurisdiction of this court for the purpose of
enforcement of the Protective Order in this action.
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Executed on _______________
(Date)
____________________________
(Signature)
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