Dodona I, LLC v. Goldman, Sachs & Co.
119 F. Supp. 3d 152
S.D.N.Y.2015Background
- This is an order resolving a motion by nonparty Basis Yield Alpha Fund (Master) (BYAFM) to intervene to seek modification of the parties' Protective Order concerning summary judgment materials, and addressing whether portions of the summary judgment record should be unsealed.
- The Court previously directed the parties to show cause why non-confidential portions of the summary judgment record should not be unsealed and required notice to affected third parties.
- Defendants narrowed their confidentiality claims and proposed three categories of redactions: (1) sensitive personal information of current/former employees; (2) customer identities and trading strategies/transactions; and (3) references to employees’ involvement in regulatory interviews/depositions.
- Several third parties (e.g., Citigroup affiliates, JPMorgan, Bank of New York Mellon, State Street, TCW) asserted confidentiality interests for customer identities and trading data. Plaintiffs and the SEC do not oppose unsealing materials they produced; Plaintiffs generally accept the limited redactions proposed by Defendants and third parties.
- The Court found Categories One and Two (employee personal data and customer identities/trading information) overcome the presumption of public access and ordered the parties to re-file summary judgment submissions with those limited redactions. The Court declined to maintain Category Three redactions because the SEC did not object to unsealing the SEC-produced materials.
- The Court denied BYAFM's request for permissive intervention under Rule 24(b), concluding BYAFM sought to circumvent discovery deadlines in its own state-court action and that the two actions do not share the requisite common questions of law/fact for intervention.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment materials are presumptively public | Plaintiffs (Dodona) argued that materials they produced may be unsealed and do not warrant continued protection | Defendants argued limited redactions remain necessary to protect employee privacy, client identities/trading information, and references to regulatory interviews | Court ordered unsealing except for narrowly tailored redactions for employee personal data and client identities/trading information (Categories One and Two); Category Three unredacted where SEC did not object |
| Whether proposed redactions overcome the common-law and First Amendment presumption of access | Plaintiffs accepted limited redactions and urged disclosure otherwise | Defendants and affected third parties asserted privacy and commercial harm for employee data and client trading information | Court found privacy and commercial interests for employee info and customer trading data overcome presumption; redactions narrowly tailored and permitted |
| Whether references to SEC interviews/depositions may remain sealed under law-enforcement or investigatory privilege | Plaintiffs (and SEC) did not object to unsealing SEC-produced materials | Defendants sought to keep references redacted pending regulatory direction | Because the SEC did not object, the Court required unredaction of Category Three material from the summary judgment record |
| Whether BYAFM may permissively intervene to obtain unredacted materials for use in a separate state action | BYAFM sought intervention under Rule 24(b) to modify the protective order and use materials in its state-court suit | Defendants contended BYAFM was seeking access via the "back door," having failed to pursue discovery in its own state action and that the actions involve different CDOs | Court denied BYAFM's permissive intervention: intervention appeared intended to circumvent state-court discovery deadlines and the state action did not share common issues with this federal case |
Key Cases Cited
- Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) (documents filed in connection with summary judgment are judicial documents entitled to a presumption of public access)
- United States v. Amadeo, 71 F.3d 1044 (2d Cir. 1995) (privacy interests of innocent third parties weigh heavily in balancing access)
- AT&T Corp. v. Sprint Corp., 407 F.3d 560 (2d Cir. 2005) (district court has broad discretion over modification of protective orders; intervenor must show extraordinary circumstances to overcome reliance on confidentiality)
- Joy v. North, 692 F.2d 880 (2d Cir. 1982) (protective orders in discovery can be more freely issued to prevent misuse of discovery)