Request For Additional Information And Documentary Material Issued To Weebyewe Corporation

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REQUEST FOR ADDITIONAL INFORMATION AND DOCUMENTARY MATERIAL ISSUED TO WEEBYEWE CORPORATION (MODEL SECOND REQUEST)

Unless otherwise indicated or modified by the Department of Justice, each specification of this Request requires a complete search of the Company.  In the Department’s experience, modifications to the Request may reduce the burden of searching for responsive documents and information in a way that is consistent with the Department’s needs.  The Company is encouraged to propose such modifications, but all modifications must be agreed to in writing by the Department.

Submit the information requested in Specification 1 promptly to facilitate discussions about any potential modifications to this Request including the scope of the Company’s search.

INFORMATION REQUESTED

The Company & This Request

  1. Submit:
    1. one copy of each organization chart and personnel directory for the Company as a whole and for each of the Company’s facilities or divisions involved in any activity relating to any Relevant Product;
    2. for each Relevant Product and each Relevant Area, a list of the persons responsible for establishing the Company’s policies, practices, and procedures, or for approving any exceptions thereto, including for (1) pricing (including list prices, discounts, or final/negotiated prices); (2) sales or marketing; (3) research and development; and [(4) manufacturing or output]; and include a brief description of the role and responsibility of each person listed;
    3. a list of persons responsible for (1) negotiating the Transaction; (2) analyzing the Transaction; (3) recommending that the Transaction be approved; (4) approving the Transaction; and (5) post-closing integration planning and implementation; include a brief description of the role and responsibility of each person listed;
    4. a list of all the Company’s agents and representatives, including investment bankers, retained in relation to the Transaction or to the development, production, marketing, or sales of any Relevant Product;
    5. a list of persons most knowledgeable about the Company’s electronic data systems and policies or practices regarding responsive electronically stored information, including each database or data set responsive to Specification 2;
    6. a description of each database or data set responsive to Specification 2, including: (1) its software platform; (2) its type (e.g., flat, relational, or enterprise); (3) the sources (e.g., other databases or individuals) used to populate the database; (4) a Data Dictionary; (5) for relational or enterprise databases, documents specifying the relationships among tables (e.g., an entity relationship diagram); (6) any query forms; and (7) any regularly prepared reports produced from that database; and
    7. for each Collaborative Work Environment maintained by the Company that contains responsive documents or information, a description of the environment and a list of the employees who have access to the environment.
  1. Submit each database or data set used or maintained by the Company relating to each Relevant Product at any time after January 1, [Yr-3] that contains information relating to the Company’s:
    1. products;
    2. facilities;
    3. shipments;
    4. purchases;
    5. bids, estimates, quotes, proposals, or responses to requests for information, submission, or proposal;
    6. prices, costs, or margins;
    7. discounts or rebates;
    8. sales;
    9. sales call reports or win/loss reports;
    10. intellectual property;
    11. research and development projects;
    12. marketing, promotions, or advertising;
    13. customers or customer relationships; or
    14. competitors.
  1. Submit all minutes (including attachments) of meetings of the Company’s Board of Directors and all materials submitted to the Board.
  1. List separately for each subpart below each federal judicial district in which the Company:
    1. has an agent to receive service of process (include each agent’s name, current business and home addresses, and telephone numbers);
    2. has an office or a facility; for each office or facility, list the address and the individual in charge (with his or her title), and if the office or facility is in the District of Columbia, indicate whether the office or facility’s sole purpose is to contact federal governmental agencies; and
    3. inhabits, is found, or transacts business, and is incorporated or licensed.

The Company may respond to this specification by agreeing to personal jurisdiction and to accept service of process in all federal judicial districts. 

  1. Submit documents sufficient to show (and to the extent not reflected in such documents, describe) the Company’s policies and practices relating to (a) the retention and destruction of documents, and the retention, storage, deletion, and archiving of electronically stored information, including e-mail, and (b) the use of personal electronic devices for work purposes.
  1. List the persons responsible for preparing the response to this Request and submit a copy of all instructions prepared by the Company relating to the steps taken to respond to this Request.  Where oral instructions were given, list the person who gave the instructions and describe the content of the instructions and the persons to whom the instructions were given.  For each specification, list the persons who assisted in the preparation of the response and list, by name and corporate title or job description, the persons whose files were searched.

Products & Facilities

  1. List each Relevant Product sold by the Company, and for each:
    1. describe any identifying information such as brand name or catalog number, and end-uses; and
    2. identify the business unit of the Company that provides or has provided it.
  1. List each facility the Company owns or operates that produces or has been used to produce any Relevant Product and state for each:
    1. its address;
    2. the date it began operation;
    3. whether it was leased, acquired, or built by or for the Company;
    4. the current estimated replacement cost and time necessary to replace it;
    5. the number of production lines of the facility;
    6. the current nameplate and practical capacity, and the annual capacity utilization rate for production of each Relevant Product manufactured at the facility, specifying all other factors used to calculate capacity, the number of shifts normally used at the facility, and the feasibility of increasing capacity, including the costs and time required; and
    7. the length of time and cost in dollars required to open the facility from initial plan to full production (limited to facilities built within the last 10 years).

Customers & Sales

  1. For each Relevant Product in each Relevant Area, for each year of the last three calendar years, state separately in units and dollars:
    1. the Company’s sales;
    2. that portion of the Company’s sales that was of products purchased from sources outside the Company and later resold; and
    3. [that portion of the Company’s sales that was of products manufactured outside the United States.]
  1. List separately by units and dollars the names and contact information of the Company’s 20 largest customers for each Relevant Product in each Relevant Area.

Competitors & Entry

  1. List the names and contact information of the Company’s competitors (including any person that has competed or has attempted to compete with the Company for the past ten years) for the provision of each Relevant Product in each Relevant Area, and for each such competitor, submit all documents relating to that competitor’s efforts to compete in the provision of each Relevant Product, including:
    1. pricing;
    2. sales;
    3. features or quality;
    4. expansion or retrenchment plans;
    5. plans to introduce a new Relevant Product;
    6. plans to construct, modify, change the output of, or close any facility producing a Relevant Product;
    7. plans to exit (or actual exit of) the provision of any Relevant Product in any Relevant Area;
    8. market shares; and
    9. relative strengths and weaknesses.
  1. List the names and contact information of each person that has plans to enter or expand output of, has entered or expanded output of, or has attempted to enter or expand output of the provision of any Relevant Product [in any Relevant Area] in the last 10 years, and for each such plan, entry, expansion, or attempt:
    1. describe the plan, entry, or attempt, including identifying the Relevant Products and the Relevant Areas; and
    2. describe the Company’s estimate of costs and time to enter, steps necessary to entry, and any entry barriers (including any necessary regulatory approvals and the minimum viable scale required for entry);

Submit all documents relating to the plans to enter or expand or actual or attempted entry or expansion into any Relevant Product in any Relevant Area.  

  1. [Optional] Submit all documents relating to the minimum viable scale; the minimum and optimum plant size, production line size, capacity utilization rate, and production volume; requirements for multi-area, multi-plant, multi-product, or vertically integrated operations; and other factors required to attain any available cost savings, economies of scale or scope, or other efficiencies necessary to compete profitably in the provision of each Relevant Product in each Relevant Area.
  1. [Optional] Describe all quotas, tariffs, and transportation costs relating to imports into, or exports from, each Relevant Area for each Relevant Product.
  1. [Optional] Submit all documents relating to actual and potential imports into, or exports from, each Relevant Area for each Relevant Product. 

Marketing & Competition

  1. *Submit all documents relating to any actual or potential changes in the supply, demand, cost, price, or output of any Relevant Product as a result of competition.
  1. *Submit, for each Relevant Product, all documents relating to the Company’s:
    1. prices, terms of sale, pricing plans, pricing strategies, or profitability;
    2. business plans or short-term or long-term strategies or objectives;
    3. advertising, marketing, and promotional plans, including selling aids;
    4. annual budgets and financial projections;
    5. expansion or retrenchment plans;
    6. research and development efforts;
    7. plans to reduce costs, improve products, introduce new products, or otherwise become more competitive; and
    8. plans to construct or to change the use or output of any facility.
  1. Describe how the Company prices each Relevant Product in each Relevant Area, including all factors considered, the extent to which prices are set through individualized negotiations, and the type of discounts offered by the Company.
  1. List by title and submit copies of market studies, forecasts, surveys, or any regularly produced reports relating to output levels, pricing, sales, or marketing of each Relevant Product in any Relevant Area.
  1. Submit, for each Relevant Product, all documents relating to:
    1. discount requests or approvals (including rebates and other promotions);
    2. sales call reports;
    3. meeting competition requests or approvals;
    4. win/loss reports;
    5. prices, quotes, estimates, or bids submitted to any customer; and
    6. the results of any price, quote, estimate, or bid submitted to any customer or prospective customer.
  1. *Submit all documents relating to any allegation that the Company, its employees, or any of its current or potential competitors is behaving in an anticompetitive manner, including customer and competitor complaints; threatened, pending, or completed lawsuits; or federal or state investigations.
  1. [OPTIONAL List all employees, officers, or directors who have discussed prices, terms of sale, production or sales volumes, or the quality and feature sets of any Relevant Product with any employee, officer, director, or agent of any other company that competes with the Company to provide any Relevant Product; list the persons with whom they discussed these topics; and submit all documents relating to these discussions.]

The Transaction & Its Potential Efficiencies

  1. Describe the reasons for the Transaction and the costs to complete it; all plans and the rationales for any change in the Company’s or [Beeside]’s business as a result of the Transaction and the costs to achieve them; and all risks associated with the Transaction.
  1. Describe the timetable for the Transaction and  describe, and submit documents sufficient to show:
    1. all actions that must be taken before its completion, including each domestic or foreign regulatory, competition, or antitrust authority that the Company has notified (or intends to notify) of the Transaction;
    2. the timing for each such action, including for each authority notified, the dates (or expected dates) the authority was (or is expected to be) notified and did or will complete its review;
    3. any harm that would result if the Transaction is delayed or not completed; and
    4. any terms or conditions of the Transaction that are not reflected in the merger or sale agreement between the parties or other documents supplied in response to this Request.
  1. *Submit all documents relating to the Transaction, including:
    1. documents relating to all statements or actions by any person in support of or in opposition to the Transaction, or otherwise expressing any view about the Transaction or its likely effects;
    2. documents submitted or to be submitted (whether in draft or final form) to any domestic or foreign regulatory, competition, or antitrust authority in connection with its review of the Transaction, including notifications and appendices, actual or potential remedies submitted to a reviewing authority, white papers, responses to requests for information, and competitive impact submissions;
    3. draft or final orders, decisions, or other statements or formal objections (whether public or nonpublic, final or interim) by any domestic or foreign regulatory, competition, or antitrust authority in connection with its review of the Transaction, including any decision to enter a new phase of investigation or request additional information; and 
    4. communications between the Company and any agency or representative of the U.S. government other than the Antitrust Division, or between the Company and any agent or representative of any federal, state, or local government agency.
  1. [OPTIONAL] *For each undocumented communication relating to the Transaction made between the Company and any agency or representative of the U.S. government, except the Antitrust Division, [or between the Company and any agent or representative of any state or local government agency
    1. state the date of the communication and its location;
    2. list by name and employer (or governmental organization) each person participating in the communication; and
    3. describe the subject matter and substance of the communication, including each product, program, and project mentioned in the communication.
  1. *Describe any benefits that the Company anticipates will result from the Transaction (including all costs savings, economies, new products, product improvements, or other efficiencies or synergies) relating to any Relevant Product in any Relevant Area or which are inextricably linked to any Relevant Product in any Relevant Area, including:
    1. all steps the Company expects to take in achieving each benefit, the risks involved in achieving each benefit, and the time and costs required to achieve each benefit;
    2. a quantification of each benefit and of the costs to achieve each benefit, an explanation of how the quantification was calculated, the source and identity of all assumptions and inputs to the calculation of the quantification, and separate quantifications of the one-time fixed cost savings, recurring fixed cost savings, and variable costs savings (in dollars per unit and dollars per year) of each benefit;
    3. how the Transaction would allow the Company to achieve each benefit, each alternative to the Transaction by which the Company could achieve each benefit, and why the Company could not achieve each benefit without the Transaction;
    4. how each benefit would accrue to consumers or customers; and
    5. the identity of each person (including title and contact information) employed or retained by the Company with any responsibility for achieving, analyzing, or quantifying each benefit.

Submit all documents relating to any benefit, quantification, cost, or alternative identified or described above, or any other efficiency or synergy that will or is expected to arise from the Transaction.

  1. [Optional] Submit all documents relating to any plans or [actual transactions], other than the Transaction, by the Company or any other person for any acquisition, sale, joint venture, or merger involving the provision of any Relevant Product that were:
    1. reviewed or prepared by or for any officer, director, shareholder, or debtholder, or reviewed by or prepared for any management, executive, or board committee; or
    2. submitted to any domestic or foreign regulatory, competition, or antitrust authority.

Only one copy of documents responsive to subpart (b) need to be submitted.

Trade Associations [Optional]

  1. List each trade association, information service, or other organization relating to the provision of any Relevant Product of which the Company is a member, in which the Company participates, or to which the Company subscribes, and identify any representative of the Company that represents the Company in that organization.
  1. Submit one copy of all documents or data relating to production, shipments, sales, prices, competition, or entry conditions of any Relevant Product that the Company or any other person has submitted to or received (including via subscription) from any trade association, information service, or other organization, or any agent of any such association, service, or organization.

Products of Discovery [Optional]

  1. Submit all products of discovery the Company or its agents produced or received by any means of discovery, regardless of date, in the suit captioned [full case name].
  1. Submit all pleadings, filings, motions, transcripts, rulings, and orders from any proceeding or hearing in the suit captioned [full case name].

Failing Firm/Bankruptcy Sale [Optional]

  1. Describe:
    1. if applicable, the reasons why the Company, or any division thereof, considers itself to be “failing” as the term is used in Section 11 of the Department of Justice & Federal Trade Commission’s Horizontal Merger Guidelines;
    2. any considerations by the Company at any time to cease provision of the Relevant Product in any Relevant Area, including the persons involved and each step taken as a result of those considerations;
    3. each actual, proposed, possible, or suggested plan by the Company for the closing or sale of any of its facilities, including any computation of valuations; and
    4. the process the Company undertook to find a buyer.
  1. List each person the Company or any of its agents has contacted in an attempt to sell any facilities or other assets used to provide the Relevant Product.
  1. State whether the Company believes that the Company’s current share of the market for any Relevant Product (based upon sales or installed base) accurately reflects the Company’s current or future competitive position in the market for that product, and, if not, describe the Company’s reasons for that belief, and submit all documents relied on in support of that belief.
  1. Submit all documents relating to:
    1. any actual or potential bankruptcy proceedings involving the Company and relating to any plan to cease provision of the Relevant Product in any Relevant Area;
    2. reports to or prepared by the Company relating to periodic financial statements, aging of receivables and payables, and cash flow related to claims of a failing firm, plans to cease provision of a Relevant Product, or bankruptcy or insolvency of the Company;
    3. each actual, proposed, possible, or suggested plan by the Company for the closing or sale of any of its facilities, including any computation of valuations of the company;
    4. contacts the Company or any of its agents has made in an attempt to sell any facilities or other assets used to provide the Relevant Product, including any bids or offers the Company, or any of its agents, has received to purchase any of the facilities or other assets used to provide any Relevant Product; and
    5. the process the Company undertook to find a potential buyer.

Transportation Costs [Optional]

  1. For each Relevant Product, describe:
    1. the cost of transporting each Relevant Product by (1) rail; (2) truck; and (3) any other method, including multi-modal forms of transportation;
    2. the extent to which the cost varies with distance of shipment;
    3. the extent to which the Company assumes the transportation costs of each Relevant Product;
    4. the significance of transportation costs to the Company’s ability to compete for sales of each Relevant Product; and
    5. the transportation costs per unit of shipments made to any customer in any Relevant Area since January 1, 20[**] by any method of delivery.

Submit all documents relating to studies, surveys or analyses of the transportation costs for each Relevant Product.

Bids [Optional]

  1. Describe each bid, estimate, quote, proposal, or response to any request for information, submission, or proposal (“bid”) the Company has drafted or submitted since [YR – 3] to supply the Relevant Product, and for each list:
    1. the potential customer and that customer’s contact information;
    2. the date the bid was submitted;
    3. each Relevant Product for which the bid was submitted;
    4. the request for bid;
    5. the total amount, in units and in dollars, of the company’s bid;
    6. any additional terms in the bid related to price or quantity (e.g., incentives not to switch; discounts, rebates, pre-bates, cash awards; the products covered; the geography covered);
    7. if the Company declined to bid, an explanation for that decision;
    8. the incumbent provider, if any, of the Relevant Product at the time of the request for bid;
    9. the ranking of any bids received, including which person or persons were selected as finalists for the bid and which won all or part of the bid or bids, the date of the award, the price and terms of the winning bid, and the Relevant Products included;
    10. whether the potential customer requested any rebids, and if so, the identities of each person that rebid, and the amount and date of such person’s rebid; and
    11. whether any bids were rejected for failing to meet the purchaser’s technical, product support, or other specifications, and a description of each such rejection. 

    Submit all documents relating to the bids identified above, including all proposed, draft, or submitted contracts.

    DEFINITIONS

    The following definitions apply for the purposes of this Request:

    [OPTIONAL DEFINITIONS]

    1. The terms “the Company,” or “[Weebyewe]” mean [Weebyewe Ltd., plc], its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing.  The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is partial (25 percent or more) or total ownership or control between the Company and any other person.
    2. The term “[Beeside]” means [Beeside Corporation, Inc.], its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, and all directors, officers, employees, agents, and representatives of the foregoing.  The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is partial (25 percent or more) or total ownership or control between [Beeside] and any other person.
    3. The term “Collaborative Work Environment” means a platform used to create, edit, review, approve, store, organize, share, and access documents and information by and among authorized  users, potentially in diverse locations and with different devices.  Even when based on a common technology platform, Collaborative Work Environments are often configured as separate and closed environments, each one of which is open to a select group of users with layered access control rules (reader vs. author vs. editor). Collaborative Work Environments include Microsoft Sharepoint sites, eRooms, document management systems (e.g., iManage), intranets, web content management systems (CMS) (e.g., Drupal), wikis, and blogs.
    4. The term “Data Dictionary” means documentation of the organization and structure of the databases or data sets that is sufficient to allow their reasonable use by the Department, including, for each table of information: (a) the size (number of records and overall volume); (b) a general description; (c) a list of field names; (d) a definition for each field as it is used by the Company, including the meanings of all codes that can appear as field values; (e) the format, including variable type and length, of each field; and (f) the primary key in a given table that defines a unique observation.
    5. The term “documents” means all written, printed, or electronically stored information of any kind in the possession, custody, or control of the Company, including information stored on social media accounts like Twitter or Facebook, chats, instant messages, and documents contained in Collaborative Work Environments  and other document databases.  “Documents” includes metadata, formulas, and other embedded, hidden, and bibliographic or historical data describing or relating to any document.  Unless otherwise specified, “documents” excludes bills of lading, invoices in non-electronic form, purchase orders, customs declarations, and other similar documents of a purely transactional nature; architectural plans and engineering blueprints; and documents solely relating to environmental, tax, human resources, OSHA, or ERISA issues. 
    6. The term “person” includes the Company and means any natural person, corporate entity, partnership, association, joint venture, government entity, or trust.
    7. The term “plans” includes preliminary proposals, recommendations, or considerations, whether finalized or adopted.
    8. The term “Relevant Area” means, and information must be submitted separately for, (a) the United States and (b) worldwide [or regional or local markets].
    9. The term “Relevant Product” means, and information must be submitted separately for, each [list products or services].
    10. The term “sales” means net sales, i.e., total sales after deducting discounts, returns, allowances, and excise taxes.  “Sales” includes sales of the relevant product whether manufactured by the Company itself or purchased from sources outside the Company and resold by the Company.
    11. The term “Transaction” means [description of the proposed transaction].
    12. The term “agreement” means any understanding, formal or informal, written or unwritten.
    13. The term “documents sufficient to show” means documents sufficient to provide the Department with a true and correct disclosure of the factual matter requested.
    14. The term “identify” means to state:
      1. in the case of a person other than a natural person: name, principal address, and telephone number;
      2. in the case of a natural person other than a former employee of the Company:  name, employer, business address, business telephone number, business email, and title or position;
      3. in the case of a former employee of the Company:  name, current address, telephone number and email address, and the date that the employment with the Company ended; and
      4. in the case of a communication:  a description of the substance of the communication; the names of all participants in the communication; the identity of witnesses to the communication; and the date, time, and place of the communication.
    15. The term “Senior Management” means any Company officer or employee above the level of vice president or general manager, and board members, and [specify additional titles]
    16. The term “sunk costs” means the acquisition costs of tangible and intangible assets necessary to provide or sell the Relevant Product that cannot be recovered through the sale or redeployment of these assets for other uses.

    INSTRUCTIONS

    Timing

    Production Format

    1. All references to year refer to calendar year. Unless otherwise specified, this Request calls for documents, data, and other information created, altered, or received by the Company within two years of the date on which this Request was issued. For interrogatory responses, submit a separate response for each year or year-to-date unless otherwise specified. If calendar-year data are not available, supply the Company’s fiscal-year data indicating the twelve-month period covered, and submit the Company’s best estimate of calendar-year data.
    2. Unless otherwise specified, this Request requires the production of all responsive documents, data, and other information in the possession, custody, or control of the Company on the date that this Request was issued:
      1. If the Company complies fully with this Request within 90 days of issuance, then only specifications marked with an asterisk (e.g., *) are continuing in nature.  If the company complies fully with this Request more than 90 days after it was issued, then all of the specifications in this Request are continuing in nature. 
      2. Specifications that are continuing in nature require production of documents, data, and information created or obtained by the Company up to 30 calendar days before the Company complies fully with this Request, except for materials that require translation into English.  Materials that must be translated into English, as described in Instruction 6 below, must be produced if they are created, altered, or received by the Company up to 45 calendar days before the Company complies fully.
    3. Department representatives must approve the format and production method of any documents, data, or other information before the Company makes an electronic production in response to this Request.  Before preparing its production, the Company must contact the Department to explain what materials are available and how they are stored. This discussion must include Company personnel who are familiar with its electronically stored information and databases/data sets.
    4. Before using software or technology (including search terms, predictive coding, de-duplication, or similar technologies) to identify or eliminate documents, data, or information potentially responsive to this Request, the Company must submit a written description of the method(s) used to conduct any part of its search.  In addition, for any process that relies on search terms to identify or eliminate documents, the Company must submit: (a) a list of proposed terms; (b) a tally of all the terms that appear in the collection and the frequency of each term; (c) a list of stop words and operators for the platform being used; and (d) a glossary of industry and company terminology.  For any process that instead relies on predictive coding to identify or eliminate documents, you must include (a) confirmation that subject-matter experts will be reviewing the seed set and training rounds; (b) recall, precision, and confidence-level statistics (or an equivalent); and (c) a validation process that allows for Department review of statistically-significant samples of documents categorized as non-responsive documents by the algorithm.
    5. If the Department agrees to narrow the scope of this Request to a limited group of custodians, a search of each custodian’s files must include files of their predecessors; files maintained by their assistants or under their control; and common or shared databases or data sources maintained by the Company that are accessible by each custodian, their predecessors, or assistants
    6. Responses to this Request must be submitted in a reasonably usable format as required by the Department in the letter dated [DATE].  Documents must be complete and unredacted, except for privilege.  Documents must be submitted as found and ordered in the Company’s files and must not be shuffled or otherwise rearranged.  Documents written in a language other than English must be translated into English, and the foreign-language document must be submitted with the English translation.  The Company is encouraged to submit copies of hard-copy documents electronically (with color hard copies where necessary to interpret the document) in lieu of producing original hard-copy documents.  Absent a Department request, electronic documents must be produced in electronic form only.  Electronic productions must be free of viruses.  The Department will return any infected media for replacement, which may delay the Company’s date of compliance with this Request.  The Department may retain documents or copies of any documents or electronic media for law enforcement purposes or pursuant to the Federal Records Act. 
    7. Do not produce any Sensitive Personally Identifiable Information (“Sensitive PII”) or Sensitive Health Information (“SHI”) before discussing the information with the Department representatives.  If any document responsive to a particular request contains Sensitive PII or SHI that is not responsive to that request, redact the unresponsive Sensitive PII or SHI before producing the document.  To avoid any confusion about the reason for the redaction, produce a list of such redacted documents by document control number.
      Sensitive PII includes a person’s Social Security Number; or a person’s name, address, or phone number in combination with one or more of their: (a) date of birth; (b) driver’s license number or other state identification number, or a foreign country equivalent; (c) passport number; (d) financial account number; or (e) credit or debit card number.
      Sensitive Health Information includes medical records and other individually identifiable health information, whether on paper, in electronic form, or communicated orally. SHI relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual.<./li>
    8. Provide a master list in sortable and searchable electronic form showing: each custodian’s name and the corresponding consecutive document control number(s) used to identify that custodian’s documents.  The Department representatives will provide a sample master list upon request.
    9. [OPTIONAL – If the production from the prior CID is identified and available to the team] If the Company previously produced a document responsive to this Request to the Department pursuant to Civil Investigative Demand Number [], it is not required to produce that document again; however, for any such documents, the Company must submit the document control numbers. 
    10. Data called for by this Request must be submitted electronically in a reasonably useable compilation that will allow the Department to access the information it contains.  Producing a database or data set in its entirety often does not satisfy this requirement.  For the Department to be able to access and interpret data, the Company must respond to Specification 1(f) including, for each database, a Data Dictionary that includes, for each table in the database
      1. the name of the table;
      2. a general description of the information contained;
      3. the size in both number of records and megabytes;
      4. a list of fields;
      5. the format, including variable type and length, of each field;
      6. a definition for each field as it is used by the Company, including the meanings of all codes that can appear as field values;
      7. the fields that are primary keys for the purpose of identifying a unique observation;
      8. an indication of which fields are populated.
    11. The Company must continue to preserve documents and ESI contained in disaster recovery systems or back-up media that may contain information responsive to this Request even if the Company contends that the system or media or the information contained on the media is not reasonably accessible.  Department representatives retain sole discretion to determine whether a search of the backup tapes or media is necessary to respond fully to this Request. 
    12. All non-privileged portions of any responsive document (including non-privileged or redacted attachments) for which a privilege claim is asserted must be produced.  Each document withheld in whole or in part from production based on a claim of privilege must be assigned a unique privilege identification number and separate fields representing the beginning and ending document control numbers and logged as follows:
      1. Each log entry must contain, in separate fields:  privilege identification number;  beginning and ending document control numbers; parent document control numbers; attachments document control numbers; family range; number of pages; all authors; all addressees; all blind copy recipients; all other recipients; date of the document; an indication of whether it is redacted; the basis for the privilege claim (e.g., attorney-client privilege), including the anticipated litigation for any work-product claim and the underlying privilege claim if subject to a joint-defense or common-interest agreement; and a description of the document’s subject matter sufficiently detailed to enable the Department to assess the privilege claim and the facts relied upon to support that claim.
      2. Include a separate legend containing an alphabetical list (by last name) of each name on the privilege log, identifying titles, company affiliations, the members of any group or email list on the log (e.g., the Board of Directors) and any name variations used for the same individual.
      3. On the log and the legend, list all attorneys acting in a legal capacity with the designation ESQ after their name (include a space before and after the “ESQ”).
      4. Produce the log and legend in electronic form that is both searchable and sortable.  Upon request, the Company must submit a hard copy of the log and legend.
      5. Department representatives will provide an exemplar and template for the log and legend upon request.
      6. Any document created by the Company’s in-house counsel or the Company’s outside counsel that has not been distributed outside the Company’s in-house counsel’s office or the Company’s outside counsel’s law firm does not have to be logged.  But if the document was distributed to any attorney who does not work exclusively in the Company’s in-house counsel’s office or who has any business responsibilities, it must be logged.  Unlogged documents are subject to any preservation obligations the Company or counsel may have.
    13. If the Company is unable to answer a question fully, it must supply all available information; explain why such answer is incomplete; describe the efforts made by the Company to obtain the information; and list the sources from which the complete answer may be obtained.  If the information that allows for accurate answers is not available, submit best estimates and describe how the estimates were derived.  Estimated data should be followed by the notation “est.” If there is no reasonable way for the Company to estimate, provide an explanation.
    14. If documents, data, or other information responsive to a particular request no longer exists for reasons other than the Company’s document retention policy, describe the circumstances under which it was lost or destroyed, describe the information lost, list the specifications to which it was responsive, and list persons with knowledge of such documents, data, or other information.
    15. To complete this Request, the Company must submit the attached certification form, executed by the official supervising compliance with this Request, and notarized.

    Any questions the Company has relating to the scope or meaning of anything in this Request or suggestions for possible modifications thereto should be directed to [staff members] at [telephone numbers].  The response to this Request must be addressed to the attention of Ms. [***staff person***] and delivered between 8:30 a.m. and 5:00 p.m. on any business day to 450 Fifth Street, NW, Suite [***], Washington, DC  20001.  If the company wishes to submit its response by U.S. mail, please call [***staff person***] for mailing instructions.

Updated November 28, 2016

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