*1 Defendants served a Subpoena to Produce Documents on third-party Lovell Minnick Partners LLC (“LMP”), Plaintiff SRSA's private equity buyer. [Dkt. 461-1] LMP timely raised objections to the subpoena. [Dkt. 461-7] LMP subsequently redacted certain information provided in response to the subpoena. This dispute concerns the propriety of those redactions which LMP describes as redactions of 1) confidential and trade secret information, and 2) irrelevant information regarding LMP portfolio companies other than SRSA. [Dkt. 461 at p. 9] The redactions were provided to the Special Master and filed with the Joint Status Report as Exhibits 2, 3, 4 and 5. [Dkt. 461-2 through 5] At the request of the Special Master, unredacted versions of the documents were provided for in camera review on July 13, 2021.

The matter was set for hearing, via Zoom meeting, before the Special Master on July 13, 2021. Defendants and LMP filed their Joint Status Report concerning the dispute on July 9, 2021. [Dkt. 461] Plaintiffs responded to the Joint Status Report by letter to the Special Master on July 12, 2021. [Dkt. 466] At the July 13, 2021 hearing, Mr. Rothstein appeared on behalf of the Plaintiffs. Mr. Johnson appeared on behalf of the Defendants. Mr. Painter appeared on behalf of LMP. The hearing was recorded by a court reporter, who will prepare a transcript.

Pursuant to the Parties’ Joint Status Report, the arguments of counsel at the hearing, and the Court's in camera review of the redactions, and being otherwise fully advised, the Court finds and orders as follows:

Because LMP raised timely objections, the burden is on Defendants to file a motion to compel pursuant to F.R.Civ.P. 45(d)(2)(B)(i), so I will address that motion at the outset. Here, the responsive documents were provided by LMP, albeit in a redacted manner, so the Court does not view the current objections as an objection to production of the documents, but instead as an objection to providing certain information contained in those documents. F.R.Civ.P. 37(a)(3)(B)(iv) provides that a motion to compel is proper if a party fails to produce documents. Here, the documents were produced, but with the redactions at issue. As a result, Defendants’ Motion to Compel is GRANTED IN PART AND DENIED IN PART since the subpoenaed documents were provided by LMP.

Ultimately, the issue of LMP's redactions is properly addressed as a motion for protective order pursuant to F.R.Civ.P. 26(c). (“A party or any person from whom discovery is sought may move for a protective order ...”). (emphasis added) See F.R.Civ.P. 37(a)(5)(C) (if motion to compel is granted in part and denied in part, court may issue protective order authorized by Rule 26(c)). Rule 26(c) allows a court, for good cause shown, to issue an order protecting a person from annoyance, oppression, or undue burden, including “forbidding inquiry into certain matters, or limiting the scope of disclosure or discovery to certain matters” and “requiring that a trade secret or other confidential information not be revealed or be revealed only in a specified way.” F.R.Civ.P. 26(c)(1)(D) and (G). This is precisely the relief requested by LMP.

*2 Exhibits 2, 3 and 4 are slides prepared in 2018 that show information from SRSA, presumably collected during LMP's due diligence process, along with LMP's evaluation of that information. LMP argues that production of this information will reveal how LMP evaluates its potential investments and will therefore provide insight into the way it does business. However, the unredacted versions of these exhibits already show the categories of information considered. Only the details have been withheld. In addition, these documents were prepared in 2018 and, given the passage of time, would only be of limited value in determining the inner thinking of LMP's investment evaluation process today.

In the Joint Status Report, LMP objects to providing information regarding LMP portfolio companies other than SRSA. However, at the hearing LMP's counsel did not refer to any such information contained in the documents and the Court's in camera review did not reveal any such information. All of the documents at issue concern only SRSA's business.

LMP argues that the redacted information is irrelevant. However, financial and business information SRSA provided about itself is relevant to host of issues in this case, including the value of its business and its relationships with its customers.

Finally, LMP argues that the “Highly Confidential – Attorneys’ Eyes Only” protection provided in the Protective Order in this case [Dkt. 40, ¶¶ 2.7 and 7.3] is “in actual practice” insufficient to protect its interests. I disagree. In this case, there has been an enormous amount of “HC-AEO” information produced and an equally enormous number of restricted filings, without a hint of a problem concerning keeping HC-AEO information confidential. To the extent I order information unredacted, I am confident that the current Protective Order adequately protects the confidentiality concerns of LMP.

After examining the redactions in camera and having considered the proportionality factors set forth in F.R.Civ.P. 26 (b)(1), I conclude that information about SRSA's business provided by SRSA to LMP is relevant, proportional to the needs of the case and is adequately protected by the Protective Order. However, LMP's evaluation of that information and forecasts regarding that information is irrelevant, or has such limited relevance that production of that information would be disproportionate to the needs of the case.

Applying the foregoing to the documents reviewed in camera, I find:

Exhibit 2 (SRS Acquiom Transaction Overview – September 2018)

The redactions on pages LMP2126, 2128, and 2122 shall remain redacted. The remaining redactions shall be removed and produced to Defendants.

Exhibit 3 (SRS Acquiom Transaction Overview – July 2018)

The redactions on pages LMP2034, 2036, and 2057 shall remain redacted. The remaining redactions shall be removed and produced to Defendants.

Exhibit 4 (Project Seldom Investment Report – as of September 30, 2018)

The redactions on pages LMP1769, 1772, 1774, 1775, and 1814 shall remain redacted. The remaining redactions shall be removed and produced to Defendants.

Exhibit 5 (SRS Acquiom Investor Presentation – December 2018)

This document, copyrighted by SRS Acquiom, Inc., is exclusively information about SRSA's business provided by SRSA. All redactions should be removed and produced to Defendants.

All documents ordered produced by this Order shall be produced to Defendants on or before July 19, 2021.

In the Joint Status Report, Defendants seek an order requiring LMP to produce unredacted all documents related to SRSA. [Dkt. 461 at p. 4] Based on the foregoing, such an order would be overly broad and improper absent a review of content of the information that has been redacted. This Order is limited to the documents produced to the Court for inspection (Exhibits 2, 3, 4 and 5). The Court hopes that the analysis provided in this Order will assist counsel in determining what redactions in other documents are proper and what redactions are improper.

*3 Unless directed otherwise, the Special Master will destroy his copy of the unredacted exhibits on July 19, 2021. Counsel for LMP is directed to retain a copy of the unredacted exhibits in the event they are needed for the record of this case.

I hereby certify that the foregoing SPECIAL MASTER'S ORDER RE: SUBPOENA OBJECTIONS RAISED BY THIRD-PARTY LOVELL MINNICK PARTNERS LLC was electronically filed with the Clerk of the Court using the CM/EOF system on this 13th day of July, 2021, which will send notification of such filing to the following parties:

Heather Grant