Case Name: Alphabet Shareholder Derivative Cases
Case No.: Judicial Council Coordination Proceeding No. 4877

These coordinated derivative actions allege violations of European Union (“EU”) antitrust laws and breaches of fiduciary duty against nominal defendant Alphabet Inc. and individual defendants Larry Page, Sergey Brin, Eric E. Schmidt, L. John Doerr, Diane B. Greene, John L. Hennessy, Ann Mather, Alan R. Mulally, Sundar Pichai, K. Ram Shriram, and Shirley M. Tilghman.

Before the Court are two unopposed motions by Alphabet to seal portions of the Court’s tentative ruling and resulting Order After Hearing on November 16, 2018.

I. Legal Standard

“The court may order that a record be filed under seal only if it expressly finds facts that establish: (1) There exists an overriding interest that overcomes the right of public access to the record; (2) The overriding interest supports sealing the record; (3) A substantial probability exists that the overriding interest will be prejudiced if the record is not sealed; (4) The proposed sealing is narrowly tailored; and (5) No less restrictive means exist to achieve the overriding interest.” (Cal. Rules of Court, rule 2.550(d).) Pleadings, in particular, should be open to public inspection “as a general rule,” although they may be filed under seal in appropriate circumstances. (Mercury Interactive Corp. v. Klein (2007) 158 Cal.App.4th 60, 104, fn. 35.)

“Courts have found that, under appropriate circumstances, various statutory privileges, trade secrets, and privacy interests, when properly asserted and not waived, may constitute overriding interests.” (In re Providian Credit Card Cases (2002) 96 Cal.App.4th 292, 298, fn. 3.) In addition, confidential matters relating to the business operations of a party may be sealed where public revelation of the information would interfere with the party’s ability to effectively compete in the marketplace. (See Universal City Studios, Inc. v. Superior Court (Unity Pictures Corp.) (2003) 110 Cal.App.4th 1273, 1285-1286.)

Where some material within a document warrants sealing, but other material does not, the document should be edited or redacted if possible, to accommodate both the moving party’s overriding interest and the strong presumption in favor of public access. (Cal. Rules of Court, rule 2.550(d)(4), (5).) In such a case, the moving party should take a line-by-line approach to the information in the document, rather than framing the issue to the court on an all-or-nothing basis. (In re Providian, supra, 96 Cal.App.4th at p. 309.)

II. Analysis

Alphabet seeks to file under seal information from its confidential board and committee meeting materials and minutes that reflect its confidential business information. Its motions are supported by a declaration describing the prejudice that would result from the disclosure of this information, including the impairment of its board members’ ability to candidly discuss company business and corporate governance matters. Alphabet has narrowly tailored its requests. Consequently, the Court finds that the requirements of rule 2.550(d) are satisfied as to this information and it is appropriately filed under seal.

III. Conclusion and Order

The motions to seal are GRANTED. Within 20 calendar days of the filing of this order, Alphabet shall file as standalone documents the redacted versions of the documents at issue that are attached as exhibits to the Declarations of Benjamin M. Crosson.

The Court will prepare the order.