United States et al v. Google LLC Document 284: Response, Attachment 14

Virginia Eastern District Court
Case No. 1:23-cv-00108-LMB-JFA
Filed July 17, 2023

Response to [280] Order,, filed by Google LLC. (Attachments: # (1) Exhibit 1 MTC Appendix, # (2) Exhibit 2 MTC Brief, # (3) Exhibit 3 MTC EX 1, # (4) Exhibit 4 MTC EX 2, # (5) Exhibit 5 MTC EX 3, # (6) Exhibit 6 MTC EX 4, # (7) Exhibit 7 MTC EX 6, # (8) Exhibit 8 MTC EX 7, # (9) Exhibit 9 MTC EX 8, # (10) Exhibit 10 MTC EX 9, # (11) Exhibit 11 MTC EX 10, # (12) Exhibit 12 MTC EX 11, # (13) Exhibit 13 MTC EX 12, # (14) Exhibit 14 MTC EX 13, # (15) Exhibit 15 MTC EX 14, # (16) Exhibit 16 MTC EX 15, # (17) Exhibit 17 MTC EX 16, # (18) Exhibit 18 MTC EX 17, # (19) Exhibit 19 MTC EX 18, # (20) Exhibit 20 MTC EX 19, # (21) Exhibit 21 MTC EX 21, # (22) Exhibit 22 MTC EX 22, # (23) Exhibit 23 MTC EX 25, # (24) Exhibit 24 MTC EX 27, # (25) Exhibit 25 MTC EX 28, # (26) Exhibit 26 MTC EX 29, # (27) Exhibit 27 MTC EX 30, # (28) Exhibit 28 MTC EX 31, # (29) Exhibit 29 MTC Reply Appendix, # (30) Exhibit 30 Opposition EX A, # (31) Exhibit 31 Opposition EX B, # (32) Exhibit 32 Opposition EX C, # (33) Exhibit 33 Reply EX 1, # (34) Exhibit 34 Reply EX 2, # (35) Exhibit 35 Reply EX 5, # (36) Exhibit 36 Reply EX 6, # (37) Exhibit 37 Reply)(Reilly, Craig)

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EXHIBIT 13
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Freshfields Bruckhaus Deringer us LLP
Washington
700 13th Street, NW
10th Floor
Washington, DC 20005-T
+1 202 777 (Switchboard)
+1 202-777-4587 (Direct)
E
julie.elmer@freshfields.com
www.freshfields.com
Confidential Treatment Requested
By Email
Ryan Karr
Antitrust Division
U.S. Department of Justice
450 5th St. NW
Washington, DC
October 4,
Re:
Civil Investigative Demand No.
Dear Ryan:
I am writing on behalf of Alphabet Inc. ("Company"). In response to your letter of
September 17, 2021 and based on further investigation, the Company submits the following
information in response to the Division's Civil Investigative Demand for 30(b)(6) deposition
testimony ("CID") issued August 23, 2021.
1. Specification a. Division's Request: "The business considerations investigated; business
analyses conducted; or conclusions, findings, or recommendations made,
reached, or adopted by Google relating to internal projects with [various]
codenames[1"
b. Company's Response:
i.
Project Sunday: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
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product doctrine. Subject to and without waiving these objections,
Google states that Project Sunday was an analysis of potential changes
to Google's ad tech business in light of global regulatory
investigations.
ii.
Project Monday: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project Monday was an analysis of potential changes
to Google's ad tech products in light of global regulatory
investigations.
iii.
Project Stonehenge: Google objects to this specification to the extent
it seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project Stonehenge was an analysis of potential
remedies in response to global regulatory investigations.
iv.
Project SingleClick: Google objects to this specification to the extent
it seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project SingleClick was an analysis of potential
remedies in response to global regulatory investigations.
v.
Project 1Door: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege. Subject to
and without waiving these objections, Google states that Project 1Door
is a proposal to streamline the three buying doors for Ad Manager and
AdMob. By way of further response, Google refers the Division to the
CID deposition testimony of
vi.
Project Banksy: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that the current Project Banksy effort refers to an
analysis of potential remedies in response to antitrust regulatory
investigations. "Banksy" also refers to the concept underlying Header
Bidding Manager, a feature designed to support demand coming into
Ad Manager from client-side header bidding. By way of further
response, Google refers the Division to the CID deposition testimony
of
vii.
Project Quantize: Google objects to this specification as seeking
information protected by the attorney-client privilege. Subject to and
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without waiving these objections, Google states that Quantize was a
request for legal advice regarding compliance with privacy and
competition laws and counsel's advice in response to that request.
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products. Google also objects to this specification to
the extent it seeks information protected by the attorney-client
privilege and work product doctrine. Subject to and without waiving
these objections, Google states that Project Garamond relates to a news
content licensing program.
ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome, to the extent it seeks information unrelated to
Google's ad tech products. Google also objects to this specification to
the extent it seeks information protected by the attorney-client
privilege and work product doctrine. Subject to and without waiving its
objections, Google states that Project Metta relates to Google's
initiative to understand and ensure compliance with the European
Commission's Digital Markets Act, as well as Google's response to
antitrust regulatory investigations in Europe, Australia, and the UK.
2. Specification 2a
a. Division's Request: "[T]he names of the individuals involved in working on,
approving, authorizing, or evaluating the project [identified in Specification 1]
and the nature of their involvement[.]"
b. Company's Response:
i.
Project Sunday:
1. Outside counsel: Ethan Klingsberg of Freshfields, Bruckhaus,
Deringer. John Harkrider and Daniel Bitton of Axinn, Veltrop
and Harkrider.
2. Google in-house counsel who managed the project: Ted
Lazarus,
and Kent Walker.
3. Other Google in-house counsel involved:
4. Google employees who initiated the project:
5. Key decision makers: Kent Walker,
Schindler,
6. Other Google employees involved:
Philip
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ii.
Project Monday:
1. Outside counsel: John Harkrider and Daniel Bitton of Axinn,
Veltrop and Harkrider; Jordan Ellison and Jessica Staples of
Slaughter & May.
2. Google in-house counsel who managed the project: Ted
Lazarus and
3. Other Google in-house counsel involved:
4. Google employee who initiated the project: Philipp Schindler.
5. Key decision makers: Philipp Schindler,
6. Other Google employees involved:
Scott Spencer,
iii.
Project Stonehenge:
1. Outside counsel: John Harkrider, Daniel Bitton, Russell
Steinhal, Leslie Overton, and Koren Wong-Ervin of Axinn,
Veltrop & Harkrider; Jordan Ellison, Isabel Taylor, Tina Zhuo
and Jessica Staples of Slaughter & May.
2. Google in-house counsel who managed the project:
3. Other Google in-house counsel: Ted Lazarus,
4. Google employees involved:
.
iv.
Project SingleClick:
1. Outside counsel: John Harkrider, Daniel Bitton, Russell
Steinhal, Leslie Overton, and Koren Wong-Ervin of Axinn,
Veltrop & Harkrider; Jordan Ellison and Jessica Staples of
Slaughter & May.
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2. Google in-house counsel who managed and counseled on the
project:
Ted Lazarus,
3. Google employees:
.
v.
Project 1Door:
1. Outside counsel: Daniel Bitton, Russell Steinthal, David Pearl,
and Andrew Freeborn of Axinn, Veltrop & Harkrider; Jordan
Ellison, Tina Zhuo and Jessica Staples of Slaughter & May.
2. Google in-house counsel who managed and counseled on the
project:
3. Google employees:
vi.
Project Banksy:
1. Outside counsel: John Harkrider, Daniel Bitton, Russell
Steinhal, Leslie Overton, and Koren Wong-Ervin of Axinn,
Veltrop & Harkrider; Tina Zhuo and Julliette Sailleau of
Slaughter & May; Olivier Freget of Freget Glasser & Associes.
2. Google in-house counsel who managed and counseled on the
project:
3. Google employees:
vii.
Project Quantize:
1. Google in-house counsel who supervised or provided legal
advice:
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Ted Lazarus,
2. Google employee who initiated the request for legal advice:
3. Other Google employees involved in the request for and receipt
of legal advice:
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states as follows:
1. Outside counsel: Jordan Ellison of Slaughter & May; Peter
McDonald and Florence Ninane of Allen & Overy; Liza Carver
of Hebert, Smith, Freehills; Tihana Zuk and Peter Armitage of
Ashurst; Thomas Graf and Henry Mostyn of Cleary Gottlieb;
Remy Chavannes of Brinkhof; Christoph Stadler of Hengeler
Mueller; John Harkrider, Daniel Bitton, and Russell Steinthal
of Axinn, Veltrop & Harkrider.
2. Google in-house counsel who managed and counseled on the
project:
Kent Walker,
3. Google employees:
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ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome, to the extent it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states as follows:
1. Outside counsel: Thomas Graf, Henry Mostyn and Connor
Opdebeeck-Wilson of Cleary, Gottlieb; Chris Thomas of Hogan
Lovells; Jordan Ellison, Jessica Staples and Juliette Sailleau of
Slaughter & May; Andrew Freeborn of Axinn Veltrop &
Harkrider.
2. Google in-house counsel:
Ted Lazarus,
3. Google employees:
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3. Specification 2b
a. Division's Request: "[T]he time period the project [identified in Specification
1] was undertaken[.]"
b. Company's Response:
i.
Project Sunday: The project began in May 2020, but most of the work
was completed in July-September 2020. Although a couple of meetings
occurred after September 2020, the project had effectively ended.
ii.
Project Monday: This project began in February 2021 and ended in
May 2021.
iii.
Project Stonehenge: This project evolved out of Project SingleClick
and began in February of 2020. Because this project evolved into
Project Banksy, it does not have a specific end date.
iv.
Project SingleClick: This project began in January 2020. Because it
evolved into Project Stonehenge, it does not have a specific end date.
v.
Project 1Door: This project began in February 2020 and is ongoing.
vi.
Project Banksy: The current Project Banksy effort began in February
2020 and is ongoing. The name "Banksy" also has been used to refer to
the concept of header bidding integration, at least as early as 2019. By
way of further response, Google refers the Division to the CID
deposition testimony of
vii.
Project Quantize: The initial request for legal advice was made in
October 2020, and the work concluded in February 2021.
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states that this project began in the first quarter of
2020 and is ongoing.
ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome to the extent it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states that this project began in May 2021 and is
ongoing.
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4. Specification 2c
a. Division's Request: "[T]he cost associated with each project [identified in
Specification 1] (in dollars or hours)[.]"
b. Company's Response:
i.
Project Sunday: Other than outside counsel fees and Google
employee time, none.
ii.
Project Monday: Other than outside counsel fees and Google
employee time, none.
iii.
Project Stonehenge: Other than outside counsel fees and Google
employee time, none.
iv.
Project SingleClick: Other than outside counsel fees and Google
employee time, none.
v.
Project 1Door: Other than outside counsel fees and Google employee
time, none.
vi.
Project Banksy: Other than outside counsel fees and Google
employee time, none.
vii.
Project Quantize: Other than Google employee time, none.
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products.
ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome to the extent it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states that other than outside counsel fees and
Google employee time, none with respect to ad tech.
5. Specification 2d
a. Division's Request: "[T]he subject matter of the project [identified in
Specification 1] and any goals or objectives[.]"
b. Company's Response:
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i.
Project Sunday: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project Sunday was an analysis of potential changes
to Google's ad tech business in light of global regulatory
investigations.
ii.
Project Monday: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project Monday was an analysis of potential changes
to Google's ad tech products in light of global regulatory
investigations.
iii.
Project Stonehenge: Google objects to this specification to the extent
it seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project Stonehenge was an analysis of potential
remedies in response to global regulatory investigations.
iv.
Project SingleClick: Google objects to this specification to the extent
it seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that Project SingleClick was an analysis of potential
remedies in response to global regulatory investigations.
v.
Project 1Door: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege. Subject to
and without waiving these objections, Google states that Project 1Door
is a proposal to streamline the three buying doors for Ad Manager and
AdMob. By way of further response, Google refers the Division to the
CID deposition testimony of
vi.
Project Banksy: Google objects to this specification to the extent it
seeks information protected by the attorney-client privilege and work
product doctrine. Subject to and without waiving these objections,
Google states that the current Project Banksy effort refers to an
analysis of potential remedies in response to antitrust regulatory
investigations. "Banksy" also refers to the concept underlying Header
Bidding Manager, a feature designed to support demand coming into
Ad Manager from client-side header bidding. By way of further
response, Google refers the Division to the CID deposition testimony
of
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vii.
Project Quantize: Google objects to this specification as seeking
information protected by the attorney-client privilege. Subject to and
without waiving these objections, Google states that Quantize was a
request for legal advice regarding compliance with privacy and
competition laws and counsel's advice in response to that request.
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products. Google also objects to this specification to
the extent it seeks information protected by the attorney-client
privilege and work product doctrine. Subject to and without waiving
these objections, Google states that Project Garamond relates to a news
content licensing program.
ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome, to the extent it seeks information unrelated to
Google's ad tech products. Google also objects to this specification to
the extent it seeks information protected by the attorney-client
privilege and work product doctrine. Subject to and without waiving its
objections, Google states that Project Metta relates to Google's
initiative to understand and ensure compliance with the European
Commission's Digital Markets Act, as well as Google's response to
antitrust regulatory investigations in Europe, Australia, and the UK.
6. Specification 2e:
a. Division's Request: "[T]he identities of any persons or entities not employed
by (or an agent of) Google with whom the project [identified in Specification
1] was discussed (whether orally or in writing) and the content of those
discussions."
b. Company's Response:
i.
Project Sunday: Other than outside counsel, none.
ii.
Project Monday: Other than outside counsel, none.
iii.
Project Stonehenge: Other than outside counsel, none.
iv.
Project SingleClick: Other than outside counsel, none.
v.
Project iDoor: Other than outside counsel, none.
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vi.
Project Banksy: With respect to Project Banksy, none other than
outside counsel. Header bidding integration has been discussed with a
small number of publishers, ad exchanges, and the French Competition
Authority. By way of further response, Google refers the Division to
the CID deposition testimony of
vii.
Project Quantize: None.
viii.
Project Garamond: Google objects to this specification as overly
broad and unduly burdensome, as it seeks information unrelated to
Google's ad tech products.
ix.
Project Metta: Google objects to this specification as overly broad
and unduly burdensome to the extent it seeks information unrelated to
Google's ad tech products. Subject to and without waiving its
objections, Google states none other than outside counsel with respect
to ad tech.
*
*
The Company requests confidential treatment of this information to the fullest extent
allowed by law, including the Antitrust Civil Process Act, 15 U.S.C. § 1311 et seq.,
Exemption 4 of the Freedom of Information Act, as well as all other applicable statutes,
regulations, and customary confidentiality policies. The Company specifically requests
advance notice before disclosure of this information to any person.
Please do not hesitate to contact me with any questions.
Sincerely yours,
/s/ Julie Elmer
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