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eli #5631

JONATHAN A. SHAPIRO (257199
WILMER CUTLER PICKERING
AND DORR LLP

950 Page Mill Road

Palo Alto, CA 94304

Tel: (650) 858-6101

Fax: (650) 858-6100
jonathan.shapiro@wilmerhale.com

ALE

ANDREA J. ROBINSON (PRO HAC VICE)

TIMOTHY J. PERLA (PRO HAC VICE
WILMER CUTLER PICKERING HAL
AND DORR LLP

60 State Street

Boston, MA 02109

Tel: (617) 526-6000

Fax: (617) 526-5000
andrea.robinson@wilmerhale.com
timothy.perla@wilmerhale.com
Attorneys for Defendant Life Insurance
Company of the Southwest

Filed 02/28/12 Page 1of9 Rage ID

pee gates "en antsion|
FEB 2 8 20)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SOUTHERN DIVISION

JOYCE WALKER, KIM BRUCE
HOWLETT, and MURIEL SPOONER, on
behalf of themselves and all others
similarly situated,

Plaintiffs,
Vs.

LIFE INSURANCE COMPANY OF THE
SOUTHWEST, a Texas corporation, and
ROES, 1-50 |

=
& <5 Defendant.

CLASS ACTION
CASE NO.: CV 10-9198 JVS (RNBx)

Formerly Case No.: 3:10-cv -04852 J
from Northern District of California

JOINT APPLICATION TO FILE
UNDER SEAL THE PARTIES’ JOI
STIPULATION ON LSW’S MOTIO
TO COMPEL AND CERTAIN
EXHIBITS THERETO

Magistrate Judge Robert N. Block

Date: March 20, 2012
Time: 9:30 a.m.
Courtroom: 6D

Discovery Cutoff: November 5, 2012
Pretrial Conference: January 14, 2013
Trial Date: January 22, 201

{

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e 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page 2of9 Page ID
PLEASE TAKE NOTICE THA? fyursuant to Civil Local Rule 79-5.1 and

the Court’s Second Amended Protective Order in this action, Dkt. 102 at {10
(Sept. 26, 2011), Defendant Life Insurance Company of the Southwest (“LS W’)
submits this application to the Court for an Order sealing (1) the Parties’ Joint
Stipulation on LSW’s Motion for a Protective Order and Motion to Compel; and
(2) Exhibits L, R, T, U, and V attached to the Declaration of Jeanette T. Barzelay
In Opposition to Defendant’s Motion for Protective Order and to Compel
Responses to Deposition Questions.

PLEASE TAKE FURTHER NOTICE THAT pursuant to Civil Local Rule
79-5.1 and the Court’s Second Amended Protective Order in this action, Document
No. 103 at 10 (entered September 26, 2011), Plaintiffs Joyce Walker, Kim Bruce
Howlett, and Muriel Spooner (“Plaintiffs”) hereby submit this application to the
Court for an Order sealing (1) the Parties’ Joint Stipulation on LSW’s Motion for a

‘Protective Order and Motion to Compel (2) Exhibits C, E, and M attached to the

Declaration of Jeanette T. Barzelay in Opposition to LSW’s Motion; and (3)
Exhibits A, B, C, and D attached to the Declaration of Jonathan A. Shapiro in
Support of LSW’s Motion.

Under Civil Local Rule 79-5.1, a party can request that documents be filed
under seal by submitting a written application along with the documents sought to
be filed under seal. The Court’s Second Amended Protective Order (the
“Protective Order’) requires that an application to seal be filed whenever any
papers are filed containing information and/or documents designated as
“CONFIDENTIAL” or “CONFIDENTIAL INFORMATION — PROTECTIVE
ORDER.” Dkt. 102 at ¥ 10
I. LSW’s Application

LSW applies to file under seal (1) the Parties’ Joint Stipulation on LSW’s
Motion for a Protective Order and Motion to Compel; and (2) Exhibits L, R, T, U,

-l- Application to File Under Seal

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se 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page 3of9 Page ID
V and W attached to the Declarationfot@@anette T. Barzelay In Opposition to

Defendant’s Motion for Protective Order and to Compel Responses to Deposition
Questions (“Barzelay Dec.”). The specifics grounds for each document are set
forth below:

(i) The Parties’ Joint Stipulation contains direct quotations from Exhibits T,
U, and V of the Barzelay Declaration. The former two documents are marked as
“CONFIDENTIAL” under the protective order and, as described below, include
confidential, non-public commercial information that, if disclosed to the general
public or competitors of LSW, could reasonably and in good faith be expected to
result in prejudice or harm. The last document is confidential deposition testimony
that is protected by the Protective Order.

(ii) Exhibit L is an internal LSW draft presentation that has been marked
CONFIDENTIAL. This draft presentation to be given to LSW agents contains
consumer profiling and marketing strategies. This is confidential, non-public
commercial information about LSW and LSW products that, if disclosed to the
general public or competitors of LSW, could reasonably and in good faith be
expected to result in prejudice or harm.

(iii) Exhibit R is a letter from Plaintiffs to LSW. The letter describes in
detail the contents of documents that are marked CONFIDENTIAL and contains
confidential, non-public commercial information that, if disclosed to the general
public or competitors of LSW, could reasonably and in good faith be expected to
result in prejudice or harm. In particular, the letter quotes a CONFIDENTIAL
document describing the manner in which LSW calculates deferred amortization
costs.

(iv) Exhibit T is an internal LSW draft newsletter that has been marked
CONFIDENTIAL. This draft newsletter discusses LSW’s competitive positioning _
strategy. This is confidential, non-public commercial information about LSW’s

corporate strategy and LSW products that, if disclosed to the general public or

-2- Application to File Under Seal

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se 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page4of9 Rage ID
competitors of LSW, could reasonablsp@ad in good faith be expected to result in

prejudice or harm.

(v) Exhibit U is an internal LSW draft presentation that has been marked
CONFIDENTIAL. This draft presentation to be given to LSW agents contains
confidential LSW strategies regarding marketing approaches and competitive
positioning. This is confidential, non-public commercial information about LSW
and LSW products that, if disclosed to the general public or competitors of LSW,
could reasonably and in good faith be expected to result in prejudice or harm.

(vi) Exhibit V contains excerpts from the deposition of Matthew DeSantos.
In the testimony excerpted herein, Mr. DeSantos testified to, among other things,
LSW’s marketing strategies. This is confidential, non-public commercial
information about LSW products that, if disclosed to the general public or
competitors of LSW, could reasonably and in good faith be expected to result in
prejudice or harm.

For the foregoing reasons, LSW respectfully request that the Court grant
LSW’s application to the Court for an Order sealing (1) the Parties’ Joint
Stipulation on LSW’s Motion for a Protective Order and Motion to Compel; and

(2) Exhibits L, R, T, U, and V attached to the Declaration of Jeanette T. Barzelay

‘| In Opposition to Defendant’s Motion for Protective Order and to Compel

Responses to Deposition Questions.

-3- Application to File Under Seal

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e 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page5of9 Page ID
II: Plaintiffs’ Application #:5635

Plaintiffs apply to file (1) the Parties’ Joint Stipulation on LSW’s Motion for
a Protective Order and Motion to Compel; (2) Exhibits C, E, and M attached to the
Declaration of Jeanette T. Barzelay (“Barzelay Dec.’”) in Opposition to LSW’s
Motion; and (3) Exhibits A, B, C, and D to the Declaration of Jonathan A. Shapiro
(“Shapiro Dec.”) in Support of LSW’s Motion under seal on the grounds that they
contain confidential information protected by the Protective Order. The specific
grounds that apply to each document are set forth below:

(i) The Parties’ Joint Stipulation contains excerpts from the deposition of
Ms. Joyce Walker, the transcript of which Plaintiffs have designated as
“Confidential” pursuant to the protective order. The relevant excerpts of the Joint
Stipulation include “individual personal information,” which the protective order
specifically protects from disclosure. See Document 103 at §1(c). In particular,
the cited testimony (which has been redacted from the publicly-filed version of the
parties’ Joint Stipulation) includes statements regarding Ms. Walker’s financial
and tax situation, which constitutes “individual personal information” that is
protected from disclosure. This confidential, non-public personal information
about Ms. Walker, if disclosed to the general public, could reasonably and in good
faith be expected to result in prejudice or harm.

(ii) Barzelay Dec., Exhibit C is comprised of excerpts from Ms. Walker’s
deposition transcript, which Plaintiffs have designated “Confidential” pursuant to
the protective order. This document includes numerous references to “individual
personal information,” which the protective order specifically protects from
disclosure. See Document 103 at {1(c). For example, Ms. Walker provided
testimony regarding her financial situation, the addresses of various residences at
which she has lived (including her current residence), and the names of individuals
other than the parties in this litigation (or their employees or agents), among other

“individual personal information” that is protected from disclosure. This

-4- Application to File Under Seal

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e 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page 6 of 9 Page ID
confidential, non-public personal infod@fion about Ms. Walker and about third

parties not involved in this lawsuit, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(iii) Barzelay Dec., Exhibit E is a meet and confer letter that contains
excerpts from Ms. Walker’s deposition transcript, which Plaintiffs have designated
“Confidential” pursuant to the protective order. This document includes references
to testimony regarding Ms. Walker’s financial and tax situation (which have been
redacted from the publicly-filed version of this exhibit), which constitutes
“individual personal information” that is protected from disclosure under the
protective order. See Document 103 at ¥1(c). This confidential, non-public
personal information about Ms. Walker, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(iv) Barzelay Dec., Exhibit M is a meet and confer letter that contains
excerpts from Ms. Walker’s deposition transcript, which Plaintiffs have designated
“Confidential” pursuant to the protective order. This document includes references
to testimony regarding Ms. Walker’s financial and tax situation (which have been
redacted from the publicly-filed version of this exhibit), which constitutes |
“individual personal information” that is protected from disclosure under the
protective order. See Document 103 at q1(c). This confidential, non-public
personal information about Ms. Walker, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(v) Shapiro Dec., Exhibit A is comprised of excerpts from Ms. Walker’s
deposition transcript, which Plaintiffs have designated “Confidential” pursuant to
the protective order. This document includes numerous references to “individual
personal information,” which the protective order specifically protects from
disclosure. See Document 103 at §1(c). For example, Ms. Walker provided
testimony regarding her financial situation, the addresses of various residences at

which she has lived (including her current residence), and the names of individuals

-5- Application to File Under Seal

:
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se 2:10-cv-09198-JVS -RNB Document 142 Filed 02/28/12 Page 7 of 9 Page ID
other than the parties in this litigatio#:668 their employees or agents), among other

“individual personal information” that is protected from disclosure. This
confidential, non-public personal information about Ms. Walker and about third
parties not involved in this lawsuit, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(vi) Shapiro Dec., Exhibit B is a meet and confer letter that contains
excerpts from Ms. Walker’s deposition transcript, which Plaintiffs have designated
“Confidential” pursuant to the protective order. This document includes references
to testimony regarding Ms. Walker’s financial and tax situation (which have been
redacted from the publicly-filed version of this exhibit), which constitutes
“andividual personal information” that is protected from disclosure under the
protective order. See Document 103 at ¥1(c). This confidential, non-public
personal information about Ms. Walker, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(vii) Shapiro Dec., Exhibit C is a meet and confer letter that contains
excerpts from Ms. Walker’s deposition transcript, which Plaintiffs have designated
“Confidential” pursuant to the protective order. This document includes references
to testimony regarding Ms. Walker’s financial and tax situation (which have been
redacted from the publicly-filed version of this exhibit), which constitutes
“individual personal information” that is protected from disclosure under the
protective order. See Document 103 at ¥1(c). This confidential, non-public
personal information about Ms. Walker, if disclosed to the general public, could
reasonably and in good faith be expected to result in prejudice or harm.

(viii) Shapiro Dec., Exhibit D is a document produced by Ms. Walker in
discovery and designated as “Confidential” pursuant to the protective order. The
document consists of an email between Ms. Walker and Ms. Christine Wilton of
the California Department of Insurance, and includes references to “individual

personal information,” which the protective order specifically protects from

-6- Application to File Under Seal

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se 2:10-cv-09198-JVS -RNB_ Document 142 Filed 02/28/12 Page 8of9 Page ID
disclosure. See Document 103 at 41¢c6d& particular, Exhibit D contains

information regarding Ms. Walker’s financial situation, including references to
specific investments and account balances, which constitute “individual personal
information” that is properly protected from disclosure. This confidential, non-
public personal information about Ms. Walker, if disclosed to the general public,
could reasonably and in good faith be expected to result in prejudice or harm.
For the foregoing reasons, Plaintiffs respectfully request that the Court grant
Plaintiffs’ application to the Court for an Order sealing (1) the Parties’ Joint
Stipulation on LSW’s Motion for a Protective Order and Motion to Compel; (2)
Exhibits C, E, and M attached to the Declaration of Jeanette T. Barzelay in
Opposition to LSW’s Motion; and (3) Exhibits A, B, C, and D attached to the
Declaration of Jonathan A. Shapiro in Support of LSW’s Motion to Compel.

Dated: February 23, 2012 Respectfully submitted,

WILMER CUTLER PICKERING HALE
AND DORR LLP

By:__/s/ Jonathan Shapiro
Jonathan A. Shapiro

Attorneys for Defendant
LIFE INSURANCE COMPANY OF THE
SOUTHWEST

KASOWITZ, BENSON, TORRES &
FRIEDMAN LLP

By:__/s/ Brian P. Brosnahan
Brian P. Brosnahan
Charles N. Freiberg
Jacob N. Foster

Attorneys for Plaintiffs

-7]- Application to File Under Seal

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CEilad0228/12k FBBRIOCE Page ID
ETT, and MURIEL SPOONER, on
behalf of themselves and all others
similarly situated

-8- Application to File Under Seal