The Smithfield Companies, Inc.'s Objections To Plaintiff's Subpoena Pursuant To Rule 45 To The Smithfield Companies, Inc. For The Production Of Documents Relating To Jurisdictional Discovery : U.S. V. Smithfield Foods, Inc. DISCOVERY

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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA
Department of Justice, Antitrust Division     
325 Seventh Street, NW, Suite 500
Washington, DC 20530   

                  Plaintiff,

                  v.

SMITHFIELD FOODS, INC
200 Commerce Street
Smithfield, Virginia 23420

                  Defendant.


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Case Number 1:03CV00434


THE SMITHFIELD COMPANIES, INC.'S OBJECTIONS TO PLAINTIFF'S
SUBPOENA PURSUANT TO RULE 45 TO THE SMITHFIELD COMPANIES, INC.
FOR THE PRODUCTION OF DOCUMENTS RELATING TO JURISDICTIONAL
DISCOVERY





Kevin J. Arquit (D.C. Bar No. 438511

SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017-3954
Telephone: (212) 455-7680

Thomas G. Slater, Jr. (D.C. Bar No. 305839)
R. Noel Clinard (VSB No. 18303)

HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone: (804) 788-8200

Thomas M. Hughes (D.C. Bar No. 460134)

HUNTON & WILLIAMS LLP
1900 K St., NW
Washington, DC 20006
Telephone: (202) 955-1920




Pursuant to Rule 45 of the Federal Rules of Civil Procedure The Smithfield Companies, Inc. ("Smithfield Companies") states its objections to Plaintiff's Subpoena pursuant to Rule 45 to The Smithfield Companies, Inc. For the Production of Documents Relating to Jurisdictional Discovery ("Document Requests") as follows:

GENERAL OBJECTIONS

1. Smithfield Companies objects to the Document Requests as overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not Smithfield Foods, Inc. ("SFD") is amenable to jurisdiction in this district. DOJ has alleged that the first causes of action accrued on June 28, 1998 and that SFD was in violation of the relevant statute from June 26, 1998 through October 28, 1998. DOJ has alleged the second cause of action accrued on December 8, 1999 and that SFD was in violation of the relevant statute from December 8, 1999 through January 12, 2001. SFD did not acquire Smithfield Companies until July 31, 2002, well after the alleged causes of action accrued and after the periods DOJ has alleged SFD was in violation of the relevant statute. Therefore, the Document Requests seeks documents that are irrelevant to the issue of personal jurisdiction and the Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.

2. Smithfield Companies objects to the Document Requests, and any implied or express instruction or direction in the Document Requests, that imposes or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

3. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

4. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of proprietary and/or confidential business information of Smithfield Companies. To the extent the Document Requests do seek such information, Smithfield Companies will respond only pursuant to a Protective Order pursuant to Fed. R. Civ. P.26(c).

5. Smithfield Companies objects to the Documents Requests to the extent they are overly broad, unduly burdensome, and/or not reasonably calculated to lead to the discovery of admissible evidence.

6. Smithfield Companies reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Document Requests, unless Smithfield Companies specifically states otherwise.

7. Smithfield Companies objects to the Document Requests to the extent they relate to companies other than The Smithfield Packing Company, Incorporated ("Packing") and Gwaltney of Smithfield, Ltd. ("Gwaltney") and their subsidiaries or SFD, which the Department of Justice ("DOJ") has alleged are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent Document Requests relate to companies other than these companies, such Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

8. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of former directors, officers, employees, agents, partners, representatives, and attorneys of Smithfield Companies or its subsidiaries. Documents such persons might possess are not within the possession, custody, or control of Smithfield Companies.

9. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of companies in which Smithfield Companies does not have a controlling interest, as documents are not in the possession, custody, or control of Smithfield Companies.

10. Smithfield Companies objects to the Document Requests to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that gathering all documents containing any reference or relationship to a particular topic is unduly burdensome and out of proportion to the documents' potential relevance.

12. Smithfield Companies general objections are applicable to, and included in, Smithfield Companies specific objections and answers set forth below.

SPECIFIC OBJECTIONS

Request 1:

All documents relating to each meeting of Smithfield's board of directors or any of its committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 2:

All documents relating to the Management Board of Smithfield, including minutes of each meeting of the Management Board, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, resolutions passed, and any other documents that discuss its purpose, authority, functions, or activities.

Response:

See General Objections.

Request 3:

All documents relating to meetings of the boards of directors of each DC Subsidiary or any of their committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 4:

All documents relating to meetings of the board of directors of SF Investments, Inc., or any of its committees, including minutes of each meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 5:

All organizational charts and similar documents that discuss lines of authority or personnel reporting requirements within Smithfield.

Response:

See General Objections.

Request 6:

All organizational charts and similar documents that discuss lines of authority or reporting requirements between Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 7:

The corporate by-laws or similar governing documents for each DC Subsidiary.

Response:

See General Objections.

Request 8:

The corporate by-laws or similar governing documents for Smithfield.

Response:

See General Objections.

Request 9:

The corporate by-laws or similar governing documents for SF Investments, Inc.

Response:

See General Objections.

Request 10:

All powers of attorney or similar written authorization executed by or on behalf of any Smithfield subsidiary granting authority to Smithfield to act for, or on behalf of, such Smithfield subsidiary.

Response:

See General Objections.

Request 11:

All manuals or other documents that discuss procedures to be followed by Smithfield subsidiaries regarding annual budgets, capital expenditures, marketing, pricing, financing or other business transactions, or employment matters such as salaries, bonuses, employee performance standards, retirement plans, and insurance coverage.

Response:

See General Objections.

Request 12:

All press releases issued by Smithfield or any DC Subsidiary.

Response:

See General Objections.

Request 13:

All studies, evaluations, reviews, analyses, reports or similar documents discussing coordination of operations among any or all Smithfield subsidiaries prepared by, or at the direction of, Lawrence Shipp, in connection with his position as Smithfield's Vice President of Logistics.

Response:

See General Objections.

Request 14:

All studies, evaluations, reviews, analyses, reports or similar documents discussing changes in or improvements to information technology policies, practices, or procedures at any Smithfield subsidiary prepared by, or at the direction of, Mansour Zadeh, in connection with his position as Smithfield's Chief Information Officer.

Response:

See General Objections.

Request 15:

All documents discussing any actions taken by, or at the direction of, Joseph W. Luter, IV, in connection with his responsibilities, which were listed in your press release dated October 19, 2001, as "coordinating corporate sales and marketing programs," as well as "transportation, logistics, and information technology affecting the entire organization."

Response:

See General Objections.

Request 16:

All documents discussing the role of Smithfield or any other Smithfield subsidiary in sales, marketing, customer relations and transportation coordination for the DC Subsidiaries.

Response:

See General Objections.

Request 17:

All documents discussing any actions taken b (sic), or at the direction of, Robert A. Slavik to "devis[e] a national brand strategy at Smithfield Foods," his stated intent in your press release dated June 25, 2001.

Response:

See General Objections.

Request 18:

A representative sample of all sales and marketing materials developed by Smithfield for use by any of the DC Subsidiaries, including customer presentations.

Response:

See General Objections.

Request 19:

Documents sufficient to identify (1) the officers and directors of each Smithfield subsidiary prior to its acquisition by Smithfield, and (2) any changes in the identity of those officers or directors that occurred after the acquisition.

Response:

See General Objections.

Request 20:

Documents sufficient to show the dollar amount of revenues generated from sales in the District of Columbia by each DC Subsidiary, or each year since January 1, 1997.

Response:

See General Objections.

Request 21:

For each year starting January 1, 1997, the Consolidating Financial Statements for Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 22:

Documents sufficient to show each debt instrument to which Smithfield and any DC Subsidiary were or are jointly obligated.

Response:

See General Objections.

Request 23:

All employment agreements for any officer or director of Smithfield who also serves or has served as an officer or director of any DC Subsidiary.

Response:

See General Objections.

Request 24:

A representative sample of the types of documents created by each DC Subsidiary that Smithfield reviews, approves or authorizes, including budgets, marketing plans, strategic plans, customer presentations, price lists, requests for capital or operating expenditures, customer contracts, employment contracts, or labor contracts.

Response:

See General Objections.

Request 25:

Transcripts of all Smithfield earnings conference calls.

Response:

See General Objections.

Request 26:

Documents sufficient to show the process or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

See General Objections.


Dated: June 2, 2003

Smithfield Companies, Inc.

By "/s/" Thomas G. Slater, Jr.
               Counsel






Kevin J. Arquit (D.C. Bar No. 438511)

SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017-3954
Telephone: (212) 455-7680
Richmond, Virginia 23219-4074
Telephone: (804) 788-8200

Thomas G. Slater, Jr. (D.C. Bar No. 305839)
R. Noel Clinard (VSB No. 18303)

HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone: (804) 788-8200

Thomas M. Hughes (D.C. Bar No. 460134)

HUNTON & WILLIAMS LLP
1900 K St., NW
Washington, DC 20006
Telephone: (202) 955-1920

Updated August 14, 2015

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