The Court, having reviewed the relevant briefing, is of the opinion the motion be GRANTED IN PART and DENIED IN PART.

I. BACKGROUND

This is a federal securities class action brought pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5) against Rent-A-Center, Inc. (“RAC” or the “Company”); its former Chief Executive Officer (“CEO”) Robert D. Davis (“Davis”); and its former Executive Vice President of Finance, Chief Financial Officer (“CFO”), and Treasurer Guy J. Constant (“Constant”) (collectively “Defendants”)[1] on behalf of all persons and entities that purchased or otherwise acquired RAC publicly traded common stock during the period from February 2, 2015 through October 11, 2016, inclusive (the “Class Period”) and who were damaged thereby. The action involves Defendants' alleged collective failure to inform the market that the “pivotal initiative the Company undertook during the Class Period and had been promising Wall Street - the rollout of its proprietary point-of-sale (“POS”) management information system, which had been in development for more than five years and cost the Company at least $175 million - was an abject failure fraught with stability and functionality problems that directly affected the Company's ability to complete sales and collect rental income during the Class Period.” Docket Entry # 45 at 1.

Court-appointed Lead Plaintiff Oklahoma Firefighters, together with additional named plaintiff City of Hollywood Employees' Retirement Fund, filed the Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws (“Compl.”) on May 5, 2017. Docket Entry # 42. According to the Complaint, the Company's new POS information management system, also referred to as the Store Information Management System (“SIMS”), which the Company began to roll out in the fourth quarter of 2014, had a long history of stability and functionality problems, which ultimately jeopardized a number of Company initiatives that depended on its successful implementation Company-wide. Compl., ¶¶ 85-86. Plaintiffs allege the Company concealed these functionality issues from investors, id. ¶¶ 87-140, and when the full truth about the SIMS implementations problems became public (through a series of corrective disclosures), Plaintiffs and the Class suffered damages as a result of a significant decline in RAC's stock price. Id. ¶¶ 141-42.

On June 5, 2017, Defendants filed a Motion to Dismiss Plaintiffs' Consolidated Amended Class Action Complaint pursuant to Federal Rules of Civil Procedure 9(b) and 12(b)(6) and the PSLRA. Docket Entry # 44. On October 19, 2017, the undersigned recommended the motion to dismiss be denied. District Judge Mazzant adopted the undersigned's report as the findings and conclusions of the Court, thus denying Defendants' motion on December 14, 2017. Docket Entry # 63.

*2 The case then proceeded to discovery, pursuant to the agreed-upon deadlines contained in the Amended Scheduling and Discovery Order. The parties proposed, and the Court adopted, July 12, 2018 as the deadline for substantial completion of document discovery(“Substantial Completion Deadline”). Docket Entry # 70. Pursuant to the Amended Scheduling and Discovery Order, a hearing on Plaintiffs' Motion for Class Certification is scheduled September 19, 2018, and the non-expert discovery deadline is December 14, 2018. Id.at 2.

II. PLAINTIFFS' MOTION TO COMPEL

On December 22, 2017, Plaintiffs served their first set of document requests on Defendants (“Plaintiffs' First RFPs”). See Declaration of Christine Fox (“Fox Decl.”), Ex. A. Defendants served their responses and objections to those requests on January 22, 2018. Fox Decl., Ex. B. Over the next several months, the parties engaged in an extensive meet-and-confer process regarding the scope of Defendants' document production, negotiating the relevant time period, the appropriate custodians, and search terms.

By late April 2018—fourth months after service of Plaintiffs' First RFPs and less than three months prior to the Substantial Completion Deadline—the parties agreed on the relevant time period and the custodians, but still had not come to an agreement on the appropriate search terms. Fox Decl., Ex. C. As the Substantial Completion Deadline neared, the parties continued to meet and confer on this issue, exchanging proposed search-term lists, analyzing the number of “hits” these terms generated from the pool of searchable documents (i.e., documents from the agreed-upon custodians during the agreed-upon time period), and modifying the proposed search terms on the basis of those results. Fox Decl., Ex. D.

According to Plaintiffs, the parties reached an impasse in mid-June. As it stands, Defendants have agreed to run 111 of the 174 search strings proposed by Plaintiffs. Plaintiffs now move for an Order compelling Defendants to run the additional sixty-three search strings Plaintiffs have proposed and to produce all responsive, non-privileged documents and electronically stored information no later than September 14, 2018.

III. LEGAL STANDARDS

The Federal Rules of Civil Procedure control the scope of a proper discovery request in the form of requests for production or inspection, interrogatories, and requests for admission. Under Rule 26(b)(1), “[u]nless otherwise limited by court order, ... [p]arties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Information within this scope of discovery need not be admissible in evidence to be discoverable.” State Auto. Mut. Ins. Co. v. Freehold Mgmt., Inc., No. 3:16-CV-2255-L, 2018 WL 3548866, at *2 (N.D. Tex. July 24, 2018) (quoting FED. R. CIV. P. 26(b)(1) ).

Rule 26(b)(2)(B) allows the party resisting production of electronically stored information (ESI) to avoid production if such ESI is not reasonably accessible because of undue burden or cost. KAIST IP US LLC v. Samsung Elecs. Co., Ltd., No. 2:16-CV-01314-JRG-RSP, 2017 WL 9937760, at *2 (E.D. Tex. Dec. 21, 2017). The Rule 26(b)(2)(B) analysis considers factors such as the complexity of the ESI and the nature of the media on which the ESI is stored. Id. (citing Zubulake v. UBS Warburg LLC, 217 F.R.D. 309, 318–19 (S.D.N.Y. 2003)(“[W]hether production of documents is unduly burdensome or expensive turns primarily on whether it is kept in an accessible or inaccessible format (a distinction that corresponds closely to the expense of production).”) ).

*3 Federal Rule of Civil Procedure 34 governs requests for production of documents, electronically stored information, and tangible things. OrthoAccel Technologies, Inc. v. Propel Orthodontics, LLC, No. 4:16-cv-00350-ALM, 2017 WL 1294451, at * 2 (E.D. Tex. April 4, 2017). Federal Rule of Civil Procedure 37(a) governs motions to compel discovery responses. Rule 37(a)(3)(B) provides that a party seeking discovery may move for an order compelling production or answers against another party when the latter has failed to produce documents requested under Rule 34. FED. R. CIV. P. 37(a)(3)(B)(iv); see Crosswhite v. Lexington Ins. Co., 321 Fed.Appx. 365, 368 (5th Cir. 2009) (“A party may move to compel production of materials that are within the scope of discovery and have been requested but not received. Fed. R. Civ. P. 37(a). Yet, a court may decline to compel, and, at its option or on motion, ‘may, for good cause, issue an order to protect a party or person from annoyance, embarrassment, oppression, or undue burden ..., including ... forbidding inquiry into certain matters, or limiting the scope of disclosure or discovery to certain matters.’ ”) (quoting FED. R. CIV. P. 26(c)(1)(D) and citing FED. R. CIV. P. 37(a)(5)(B) ). For purposes of Rule 37(a), “an evasive or incomplete disclosure, answer, or response must be treated as a failure to disclose, answer, or respond.” FED. R. CIV. P. 37(a)(4).

Federal Rules of Civil Procedure Rules 26(b) and 34 have been amended, effective December 1, 2015. Samsung Elecs. Am., Inc. v. Yang Kun Chung, 321 F.R.D. 250, 284 (N.D. Tex. June 26, 2017) (“Samsung II”). In response to a Rule 34(a) request, “[f]or each item or category, the response must either state that inspection and related activities will be permitted as requested or state with specificity the grounds for objecting to the request, including the reasons.” FED. R. CIV. P. 34(b)(2)(B). General or boilerplate objections are invalid, and “[o]bjections to discovery must be made with specificity, and the responding party has the obligation to explain and support its objections. Amended Federal Rule of Civil Procedure 34(b)(2) effectively codifies this requirement, at least in part: ‘An objection must state whether any responsive materials are being withheld on the basis of that objection. An objection to part of a request must specify the part and permit inspection of the rest.’ ” Samsung II, 321 F.R.D. at 281 (citations omitted).

“Under Rule 26(b)(1), [as amended,] discoverable matter must be both relevant and proportional to the needs of the case—which are related but distinct requirements.”[2] Id. at 279. The burden is on the party resisting discovery to establish the discovery is not proportional. KAIST, 2017 WL 9937760, at *1 (citing Samsung Elecs. Am., Inc. v. Yang Kun Chung, No. 3:15-CV-4108-D, 2017 WL 896897, at *11 (N.D. Tex. Mar. 7, 2017) ) (“Samsung I”); see also Samsung II, 321 F.R.D. at 284 (explaining the amendments to Rule 26 do not alter the burdens imposed on the party resisting discovery).

“[J]ust as was the case before the December 1, 2015 amendments, under Rules 26(b)(1) and 26(b)(2)(C)(iii), a court can—and must—limit proposed discovery that it determines is not proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit—and the court must do so even in the absence of a motion.” Samsung II, 321 F.R.D. at 284 (citing Crosby v. La. Health Serv. & Indem. Co., 647 F.3d 258, 264 (5th Cir. 2011) ). Thus, as amended, Rule 26(b)(2)(C) provides that, “[o]n motion or on its own, the court must limit the frequency or extent of discovery otherwise allowed by these rules or by local rule if it determines that: (i) the discovery sought is unreasonably cumulative or duplicative, or can be obtained from some other source that is more convenient, less burdensome, or less expensive; (ii) the party seeking discovery has had ample opportunity to obtain the information by discovery in the action; or (iii) the proposed discovery is outside the scope permitted by Rule 26(b)(1).” Samsung II, 321 F.R.D. at 284 (quoting FED. R. CIV. P. 26(b)(2)(C) ).

*4 “The party seeking discovery, to prevail on a motion to compel, may well need to make its own showing of many or all of the proportionality factors, including the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, and the importance of the discovery in resolving the issues, in opposition to the resisting party's showing.”[3] Samsung II, 321 F.R.D. at 284. But Rule 26(b)(1) “ ‘does not place on the party seeking discovery the burden of addressing all proportionality considerations.’ ” Samsung I, 325 F.R.D. at 595 (quoting Carr v. State Farm Mutual Auto. Ins. Co., 312 F.R.D. 459, 467 (quoting FED. R. CIV. P. 26, 2015 comm. note) ). While it is a good practice for a movant to explain the relevance and proportionality of its discovery requests, and while a failure to appropriately address Rule 26(b)(1) proportionality factors may be determinative in a proportionality analysis and result in the motion to compel being denied on its merits, see Carr, 312 F.R.D. at 463–69, “ ‘[t]he parties and the court have a collective responsibility to consider the proportionality of all discovery and consider it in resolving discovery disputes.” Id. at 467 (quoting FED. R. CIV. P. 26, 2015 comm. note); see also OrthoAccel, 2017 WL 1294451, at *2 (noting the federal rules follow a proportionality standard for discovery).

IV. DISCUSSION

“The goal of discovery is to maximize relevant, nonprivileged matter while avoiding excess, non-relevant or privileged information.” Drake v. Capital One, National Association, No. 4:16-CV-00497, 2017 WL 1319560, at *1 (E.D. Tex. April 10, 2017). Considering this balance, courts often allow parties to use certain keyword searches to locate relevant electronically stored information. Id.

In this securities class action case, the parties have met and conferred since January regarding which search terms Defendants should use to locate responsive documents and ESI. While progress was made, the July 12, 2018 deadline for the substantial completion of document discovery has now passed, and the parties have reached an impasse regarding certain search terms to be used for Defendants' production—a production which Plaintiffs assert is “woefully inadequate.”[4] Docket Entry # 93 at 1. The current status of the parties' respective positions is as follows: Plaintiffs have proposed that Defendants run 174 search strings across a pool of applicable documents (i.e., documents from the agreed-upon time period and for the agreed-upon custodians) and produce those results that are relevant and non-privileged; Defendants have agreed to run 111 of those search strings, but claim that producing documents based on the remaining sixty-three search strings would be unreasonable and unduly burdensome.

In their motion to compel, Plaintiffs assert the disputed search strings closely track the allegations of the Complaint, are relevant to Plaintiffs' claims, are proportional to the needs of this complex case, and are not duplicative of agreed-upon terms. Although Plaintiffs attach to their motion a spreadsheet identifying the sixty-three disputed search strings, they specifically address only four of those strings in their briefing. See Fox Decl., Ex. H, May 29th Search Term Report, Terms 53, 83, 84, 85.

*5 Defendants' responsive briefing focuses on the burden and expense of running the additional search strings, asserting the cost makes them disproportionate regardless of whether the Court considers actual hourly rates or other reasonable data. Docket Entry # 99 at 3-4. According to Defendants' surreply, data from Defendants' document vendor reflects that, of the documents reflected on the May 29 Search Term Report, the agreed-upon 111 search terms yielded 156,901 documents, which were placed in the review queue. Id. at 3. However, the total number of documents Plaintiffs seek to have Defendants review for production would be 316,151 without families (i.e., without all attachments associated with a document) and 528,956 including families. Defendants assert this is in addition to the burden associated with Defendants' review of documents collected from Company shared drives, which are not reflected on the May 29 Search Term Report. Id. at 4 n. 8; see also Docket Entry # 96 at 7.

As an initial matter, Defendants improperly shift the burden of showing proportionality to Plaintiffs. Specifically, Defendants argue as follows: for the party requesting discovery “a showing that discovery is proportional to the needs of the case is a threshold concern,” Defs.' Resp. (Docket Entry # 96) at 5; “if a requesting party fails to satisfy its threshold burden to show case-specific proportionality, its motion to compel fails as a matter of course,” id. at 6, and “Plaintiffs failed to carry their threshold burden to demonstrate relevance and proportionality of the remaining 59 of the 63 search terms they seek to compel,” id. at 12. As noted by the court in KAIST, the burden is Defendants, not Plaintiffs. 2017 WL 9937760, at *2. “Rule 26(b)(1) requires proportionality as to all discovery, but the party resisting discovery bears the burden of showing the discovery fails the proportionality test.” Id.

According to the court in Samsung I, under Rules 26(b) and 26(g) and Fifth Circuit law, the burden to demonstrate why requested discovery should not be permitted does not shift to a responding party “only if and when the discovery's proponent first meets a threshold burden to prove that it is asking for documents within the scope permitted by Rule 26(b)(1).” 325 F.R.D. at 595. A party seeking to resist discovery on proportionality grounds “still bears the burden of making a specific objection and showing that any discovery request that is relevant to any party's claim or defense fails the proportionality calculation mandated by Rule 26(b) by coming forward with specific information to address—insofar as that information is available to it—the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit.” Id.

The Court finds the court's analysis in Samsung I instructive here. In that case, the defendant (All Pro) filed a second motion to compel the plaintiff to respond fully to written discovery, and the plaintiff (Samsung) filed a motion for limited protective order. Samsung I, 325 F.R.D. at 582. In granting in part and denying in part the parties' motions, the court explained in detail that Rule 26 does not impose on a party filing a motion to compel the burden to show relevance and proportionality in the first instance. Id. at 594-95.

Even so, regarding two requests for production not specifically addressed in the defendant's motion (other than to list them by number) or in its reply, the court denied the defendant's motion to compel, stating as follows:

*6 Id. at 600.

Here, Defendants point out in their response that “Plaintiffs' motion omits any mention whatsoever of 59” of the disputed search terms. Docket Entry # 96 at 8. According to Defendants, many of the requests are irrelevant, duplicative, too generic, and/or return too high a number of hits. Id. at 13-14. Regarding this last point, Defendants assert “36 of the 63 search strings returned more than 5,000 hits; 22 of the 63 search strings returned more than 10,000 hits; 9 of the 63 search strings returned more than 20,000 hits; and 5 of the 63 search strings returned more than 30,000 hits.” Id. at 12-13 (emphasis in original).

In their response, Defendants specifically address thirteen disputed search strings: (1) 18 ( (“POS” OR “SIMS” OR “information management system” OR “point-of-sale” OR “point of sale” OR “IMS”) w/10 old); (2) 19 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale” or controls or conference or seminar or offsite or off*sight or meeting) and (“SMU” or “Southern Methodist”) ); (3) 30 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 (CIO OR CTO) ); (4) 45 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 contract*); (5)47 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 engage*); (6) 82 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/5 valu*); (7) 87 (outage); (8) 98 (SIMS w/5 update); (9) 121 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 core); (10) 136 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 review); (11) 155 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/5 (sales or payments) ); (12) 161 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/5 deploy*); and (13) 166 ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/5 monitor*). Docket Entry # 96 at 12, n. 26 and 13-15.

As noted in Samsung I, even though the party moving to compel does not have, as part of a burden-shifting test, an initial burden to show clearly that the information sought is relevant to any party's claim or defense and proportional to the needs of the case, a movant does have a burden to individually identify each discovery request in dispute and specifically, as to each request, identify the nature and basis of the dispute. 325 F.R.D. at 600. This Plaintiffs failed to do. Even more importantly, “where the resisting party raises objections to a request as overbroad, unduly burdensome, and outside the scope of permissible discovery under Rule 26(b)(1) and explains its objections, including by pressing and supporting it in response to a motion to compel, the party seeking the discovery and moving to compel must respond with some specificity.” Id. Following Defendants' specific arguments regarding thirteen of the 59 search strings, Plaintiffs' reply again fails to specifically address any of them.[5] Thus, the Court denies Plaintiffs' motion as to the thirteen search strings, being 18, 19, 30, 45, 47, 82, 87, 98, 121, 136, 155, 161, and 166.

*7 As to those search strings not specifically addressed by either side (36, 62, 65-67, 70-71, 73-75, 77-78, 80-81, 93, 95, 99, 104, 108-09, 127, 130, 137-38, 141, 143, 145, 147, 149, 151-54, 156-58, 160, 162-65, 167, 169, 171, 173-74), the Court orders Plaintiffs' counsel and Defendants' counsel, in light of the other rulings herein, to further meet and confer to attempt to reach an agreement regarding those forty-six search strings. If the parties are unable to reach an agreement, Plaintiffs are directed to file a specific motion to compel directed only to those search strings still at issue.

The Court now considers the four search strings specifically addressed by both sides (search strings 53, 83, 84, 85). Search strings 83-85 seek information regarding the Individual Defendants' trading of stock, compensation, and separation from RAC.[6] According to Plaintiffs, responsive documents will clearly be relevant to Plaintiffs' ability to demonstrate scienter, especially considering Plaintiffs allege the Individual Defendants' annual compensation was tied to the Company's annual EBITDA results (Compl., ¶ 172) and that the termination of both of the Individual Defendants within two months of the end of the Class Period provides strong evidence of scienter. Id. ¶¶ 152-55, 164-68.

In response, Defendants state they have already produced a substantial number of the Individual Defendants' relevant communications. According to Defendants, Constant and Davis are agreed-upon custodians, and Defendants have produced responsive non-privileged documents from their respective files hitting on any of the agreed-upon search terms. Defendants further assert running these three additional search strings would be burdensome, producing “a combined hit exceeding 17,000 documents, not including families.” Docket Entry # 96 at 10. Defendants argue what little benefit might be gained from running these search strings “is outweighed by the burden associated with adding a large number of documents to the review pool.” Id.

Although Plaintiffs claim documents in which Constant and Davis “are discussed in the context of insider trading” is relevant to scienter, Docket Entry # 93 at 8, Defendants argue the Complaint does not allege insider trading, “as neither individual defendant sold RAC stock during the alleged class period.” Docket Entry # 96 at 9. Defendants further assert detailed information regarding the Individual Defendants' compensation and securities transactions is publicly available. For example, RAC's 2016 Proxy Statement disclosed Constant and Davis's annual base salaries and annual cash incentive awards (including financial performance metrics on which they were based), and the Compensation Committee's determination not to issue performance-based restricted stock units. See RAC 2016 Proxy Statement, attached as Ex. 2 to the response, at 20-27.

Defendants state they might have agreed to run modified versions of one or more of these searches had Plaintiffs been willing to narrow them to cover a shorter time period closer to the time of the Individual Defendants' separations from RAC, or to target a specific aspect of compensation not described in RAC's 2016 Proxy Statement; Instead, Plaintiffs took the position they are entitled to have Defendants run each and every one of Plaintiffs' search strings “exactly as drafted without further modification.” Docket Entry # 96 at 11. According to Defendants, at a minimum, “proportionality requires Plaintiffs to first analyze information from public sources and propose narrowly tailored search strings specifically targeted at relevant information, if any, that is not publicly available.” Docket Entry # 96 at 9.

*8 The Court disagrees and grants Plaintiffs' motion to compel regarding these three search strings. The Court agrees with Plaintiffs there are likely relevant documents about Davis and Constant that would not necessarily be found in their custodial files – such as emails between other executives or board members discussing Davis' resignation or Constant's firing. Defendants have not sufficiently shown that locating and/or producing such documents is disproportionate to the needs of this case.

However, Defendants have shown Plaintiffs' search string 53, as written, is disproportionate to the needs of this case. Search string 53 reads: ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 life). Plaintiffs contend the term should be run because it “tracks the allegations in the Complaint,” which alleges SIMS “was developed on an outdated Oracle Linux-based operating system that was already considered to be at ‘end of life’ before SIMS was rolled out.” Docket Entry # 93 at 8; Compl., ¶ 45. According to Defendants, Plaintiff initially proposed “end of life,” which is used seven times in the Complaint, but later expanded the string to the “too-generic term ‘life.’ ” Docket Entry # 96 at 12.

Defendants assert the “marginal benefit of running search string 53 is minimal, because [they] have agreed to run many of the specific terms alleged in the Complaint that will capture documents relevant to this issue.” Id. at 11. Specifically, Defendants have agreed to search strings 25, 54, and 79 (seeking “POS” OR “SIMS” OR “point-of-sale” OR “point of sale” w/5 “Oracle” and w/10 “Linux” and w/10 “operating system” or “OS”). According to Defendants, these agreed terms—“Oracle,” “Linux,” “operating system,” and “OS”— are far more targeted and likely to yield meaningful information than the generic “life.” Id. However, if further discovery regarding the appropriateness of using the Oracle Linux-based operating system is appropriate, Defendants assert “proportionality principles would dictate a targeted search term such as ‘end-of-life’ or ‘end of life’ w/10 SIMS [as initially proposed by Plaintiffs], as opposed to the generic “life” w/10 SIMS.” Id. at 11-12.

The Court finds further discovery regarding the appropriateness of using the Oracle Linux-based operating system is appropriate, but agrees with Defendants' proportionality arguments. Thus, the Court modifies search string 53 to read as follows: ( (“POS” OR “SIMS” OR “point-of-sale” OR “point of sale”) w/10 “end-of-life” OR “end of life”). As modified, the Court grants Plaintiffs' motion to compel regarding search string 53.

Based on the foregoing, it is

RECOMMENDED that Plaintiffs' Motion to Compel Discovery from Defendants (Docket Entry #93) is GRANTED IN PART and DENIED IN PART as specified herein.

Davis and Constant are referred to herein as the “Individual Defendants.”

The 2015 amendments to Rule 26 deleted “from the definition of relevance information that appears ‘reasonably calculated to lead to the discovery of admissible evidence’ because ‘[t]he phrase has been used by some, incorrectly, to define the scope of discovery’ and ‘has continued to create problems’ given its ability to ‘swallow any other limitation on the scope of discovery.’ ” Robroy Indus.-Tex., LLC v. Thomas & Betts Corp., No. 2:15-CV-512-WCB, 2017 WL 319064, at *4 (E.D. Tex. Jan. 23, 2017)(quoting FED. R. CIV. P. 26, 2015 comm. note).

The party seeking discovery is also required to comply with Rule 26(b)(1)'s proportionality limits on discovery requests and is subject to Federal Rule of Civil Procedure 26(g)(1)'s requirement to certify “that to the best of the person's knowledge, information, and belief formed after a reasonable inquiry: ... (B) with respect to a discovery request ..., it is: (i) consistent with these rules and warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law, or for establishing new law; (ii) not interposed for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation; and (iii) neither unreasonable nor unduly burdensome or expensive, considering the needs of the case, prior discovery in the case, the amount in controversy, and the importance of the issues at stake in the action.” Samsung II, 321 F.R.D. at 284–85. The party seeking discovery also faces Rule 26(g)(3) sanctions “[i]f a certification violates this rule without substantial justification.” Id. at 285 (quoting FED. R. CIV. P. 26(g)(1)(B), 26(g)(3) ).

In their response, Defendants represent they have produced more than 360,000 pages of documents and more were forthcoming. Docket Entry # 96 at 2.

Instead, Plaintiffs argue Defendants misrepresent the burden, mislead the Court regarding the burden and cost of running additional searches, and fail to make a concrete showing of disproportionality for the remaining fifty-nine terms.

The search strings read as follows: (1) 83: ( (Davis or Constant) AND (10b5-1 OR 10b51 OR 10b5 or (trading w/2 plan) ) ); (2) 84: ( (Davis or Constant) w/10 (fire* OR terminat* OR resign* OR sever* OR remov* OR quit* OR layoff* OR layoff*) ); and (3) 85: ( (Davis or Constant) w/5 (compensate* OR award* OR bonus* OR pay* OR grant* OR incentive* OR perk* OR salar* OR stock* OR option* OR insider) ).