Page 1 PageID#
EXHIBIT 29Page 2 PageID#
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
John Hogan
Brent Nakamura
Antitrust Division
U.S. Department of Justice
450 5th St. NW
Washington, DC
February 25,
Re:
Civil Investigative Demand No.
Dear John and Brent:
I submit this letter in connection with Civil Investigative Demand No. 30769 (“the
CID”) issued to Alphabet Inc. (“Company”) for oral testimony scheduled for February 28,
2022. The Company provides this information to the Division subject to and without waiving
its objections to the CID, and in accordance with Federal Rule of Evidence 612. This letter
corrects counsel’s letters of September 14, 2021 and October 4, 2021 (“Previous Letters”).
As set forth in the Previous Letters, the Company objects to each of the specifications
of the CID to the extent they seek information protected by the attorney-client privilege or the
work product doctrine. In accordance with our correspondence of November 8, 2021 and
your letter of November 9, 2021, it is the Company’s understanding that the Division has
deferred CID specifications 1(e), 1(h), and 1(i), which relate to Project 1Door, Project
Garamond, and Project Metta, respectively. By designating a 30(b)(6) witness to provide
responsive, non-privileged testimony on behalf of the Company in response to the six
undeferred projects identified in the CID (Projects SingleClick, Stonehenge, Banksy, Sunday,
Monday, and Quantize, collectively the “Undeferred Projects”), the Company does not waive
any of its objections and reserves the right to make assertions of attorney-client privilege and
work product protection as appropriate during the deposition.Page 3 PageID#
Of the Undeferred Projects, all but Project Quantize were undertaken because of and
in response to active investigations into, and in anticipation of litigation concerning, the
Company’s ad tech business by government authorities around the globe, including:
●
●
●
●
●
the U.K. Information Commissioner’s Office (initiated February 2019);
the Irish Data Protection Commission (initiated May 2019);
the French Competition Authority (initiated July 2019);
the U.K. Competition and Markets Authority (initiated July 2019);
the State of Texas, leading a coalition of state attorneys general (initiated September
2019);
● the Antitrust Division of the United States Department of Justice (initiated October
2019);
● the European Commission (initiated November 2019); and
● the Australian Competition and Consumer Commission (initiated February 2020).
Project SingleClick
● Project SingleClick was an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included1: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, and David Pearl of Axinn, Veltrop & Harkrider; Jordan Ellison, Isabel
Taylor, and Tina Zhuo of Slaughter & May.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included2:
.
● Work on this project began in December 2019 and ended in February 2020. Ad tech
is a dynamic industry, and active regulatory investigations into and litigation
concerning Google’s ad tech business have continued beyond this timeframe. Legal
analysis and advice, including from U.S. and E.U.-qualified outside counsel, prepared
Outside counsel for the Undeferred Projects may not have been aware of the specific project name used within
the Company to describe the work.
The extent of any individual Google employee’s involvement in any of the Undeferred Projects varied
considerably depending on the employee’s relevant knowledge, role, level of responsibility within the
Company, and whether the work undertaken in the Undeferred Projects was sufficiently fruitful to warrant
further consideration or escalation.Page 4 PageID#
or considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
Project Stonehenge
● Project Stonehenge was an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, Andrew Freeborn, David Pearl, and Koren Wong-Ervin of Axinn, Veltrop &
Harkrider; Jordan Ellison, Tina Zhuo, and Jessica Staples of Slaughter & May.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Project Stonehenge, which evolved out of and was a further analysis of one of the
concepts evaluated in Project SingleClick, began in February 2020. Work on the
project was completed by June 2020. Ad tech is a dynamic industry, and active
regulatory investigations into and litigation concerning Google’s ad tech business
have continued beyond this timeframe. Legal analysis and advice, including from
U.S. and E.U.-qualified outside counsel, prepared or considered in the context of one
project may resurface and be relied upon later in response to ongoing investigations
and in anticipation of litigation.
Project Banksy
● Project Banksy refers to an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business. “Banksy” also refers to the concept underlying
Header Bidding Manager, a feature designed to support demand coming into Ad
Manager from header bidding. By way of further response, the Company refers the
Division to the CID deposition testimony of
● Outside counsel included: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, and Koren Wong-Ervin of Axinn, Veltrop & Harkrider; Jordan Ellison, TinaPage 5 PageID#
Zhuo, and Juliette Sailleau of Slaughter & May; Olivier Freget of Freget Glaser &
Associes.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included:
.
● The Project Banksy remedies analysis began in spring 2020. The term “Banksy” as
used to refer to the concept underlying Header Bidding Manager was in use before
that time. Work on Project Banksy is ongoing.
Project Sunday
● Project Sunday was an analysis of potential remedies undertaken because of and in
response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included: Ethan Klingsberg of Freshfields, Bruckhaus, Deringer;
John Harkrider and Daniel Bitton of Axinn, Veltrop and Harkrider.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Work on this project began in July 2020 and was largely complete in October 2020.
Ad tech is a dynamic industry, and active regulatory investigations into and litigation
concerning Google’s ad tech business have continued beyond this timeframe. Legal
analysis and advice, including from U.S. and E.U.-qualified outside counsel, prepared
or considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
● Outside consultants: In the summer of 2020, Lazard, under its general January 18,
2017 retainer agreement with Google, provided Google’s corporate development teamPage 6 PageID#
with a general overview of the ad tech industry. Lazard was not engaged to work on
Project Sunday and did not participate in the Project Sunday analysis.
Project Monday
● Project Monday evolved out of Project Sunday. Project Monday, like Project Sunday,
was an analysis of potential remedies undertaken because of and in response to active
government investigations into, and in anticipation of litigation concerning, Google’s
ad tech business.
● Outside counsel included: John Harkrider, Andrew Freeborn, and Daniel Bitton of
Axinn, Veltrop and Harkrider; Jordan Ellison and Jessica Staples of Slaughter & May.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Work on this project began in March 2021 and ended in May 2021. Ad tech is a
dynamic industry, and active regulatory investigations into and litigation concerning
Google’s ad tech business have continued beyond this timeframe. Legal analysis and
advice, including from U.S. and E.U.-qualified outside counsel, prepared or
considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
Project Quantize
● Project Quantize was a request for legal advice regarding privacy concerns and GDPR
from the product team to Google’s in-house counsel.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included:
,Page 7 PageID#
.
● Work on Project Quantize began in October 2020 and ended in February 2021.
*
*
*
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
PDF Page 1
PlainSite Cover Page
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Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 1 of 7 PageID# 3021
EXHIBIT 29
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Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 2 of 7 PageID# 3022
Washington
700 13th Street, NW
10th Floor
Washington, DC 20005-3960
T
+1 202 777 4500
(Switchboard)
+1 202-777-4587 (Direct)
E
julie.elmer@freshfields.com
www.freshfields.com
Confidential Treatment Requested
By Email
John Hogan
Brent Nakamura
Antitrust Division
U.S. Department of Justice
450 5th St. NW
Washington, DC 20530
February 25, 2022
Re:
Civil Investigative Demand No. 30769
Dear John and Brent:
I submit this letter in connection with Civil Investigative Demand No. 30769 (“the
CID”) issued to Alphabet Inc. (“Company”) for oral testimony scheduled for February 28,
2022. The Company provides this information to the Division subject to and without waiving
its objections to the CID, and in accordance with Federal Rule of Evidence 612. This letter
corrects counsel’s letters of September 14, 2021 and October 4, 2021 (“Previous Letters”).
As set forth in the Previous Letters, the Company objects to each of the specifications
of the CID to the extent they seek information protected by the attorney-client privilege or the
work product doctrine. In accordance with our correspondence of November 8, 2021 and
your letter of November 9, 2021, it is the Company’s understanding that the Division has
deferred CID specifications 1(e), 1(h), and 1(i), which relate to Project 1Door, Project
Garamond, and Project Metta, respectively. By designating a 30(b)(6) witness to provide
responsive, non-privileged testimony on behalf of the Company in response to the six
undeferred projects identified in the CID (Projects SingleClick, Stonehenge, Banksy, Sunday,
Monday, and Quantize, collectively the “Undeferred Projects”), the Company does not waive
any of its objections and reserves the right to make assertions of attorney-client privilege and
work product protection as appropriate during the deposition.
PDF Page 4
Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 3 of 7 PageID# 3023
Of the Undeferred Projects, all but Project Quantize were undertaken because of and
in response to active investigations into, and in anticipation of litigation concerning, the
Company’s ad tech business by government authorities around the globe, including:
●
●
●
●
●
the U.K. Information Commissioner’s Office (initiated February 2019);
the Irish Data Protection Commission (initiated May 2019);
the French Competition Authority (initiated July 2019);
the U.K. Competition and Markets Authority (initiated July 2019);
the State of Texas, leading a coalition of state attorneys general (initiated September
2019);
● the Antitrust Division of the United States Department of Justice (initiated October
2019);
● the European Commission (initiated November 2019); and
● the Australian Competition and Consumer Commission (initiated February 2020).
Project SingleClick
● Project SingleClick was an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included1: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, and David Pearl of Axinn, Veltrop & Harkrider; Jordan Ellison, Isabel
Taylor, and Tina Zhuo of Slaughter & May.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included2:
.
● Work on this project began in December 2019 and ended in February 2020. Ad tech
is a dynamic industry, and active regulatory investigations into and litigation
concerning Google’s ad tech business have continued beyond this timeframe. Legal
analysis and advice, including from U.S. and E.U.-qualified outside counsel, prepared
1
Outside counsel for the Undeferred Projects may not have been aware of the specific project name used within
the Company to describe the work.
2
The extent of any individual Google employee’s involvement in any of the Undeferred Projects varied
considerably depending on the employee’s relevant knowledge, role, level of responsibility within the
Company, and whether the work undertaken in the Undeferred Projects was sufficiently fruitful to warrant
further consideration or escalation.
PDF Page 5
Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 4 of 7 PageID# 3024
or considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
Project Stonehenge
● Project Stonehenge was an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, Andrew Freeborn, David Pearl, and Koren Wong-Ervin of Axinn, Veltrop &
Harkrider; Jordan Ellison, Tina Zhuo, and Jessica Staples of Slaughter & May.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Project Stonehenge, which evolved out of and was a further analysis of one of the
concepts evaluated in Project SingleClick, began in February 2020. Work on the
project was completed by June 2020. Ad tech is a dynamic industry, and active
regulatory investigations into and litigation concerning Google’s ad tech business
have continued beyond this timeframe. Legal analysis and advice, including from
U.S. and E.U.-qualified outside counsel, prepared or considered in the context of one
project may resurface and be relied upon later in response to ongoing investigations
and in anticipation of litigation.
Project Banksy
● Project Banksy refers to an analysis of potential remedies undertaken because of and
in response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business. “Banksy” also refers to the concept underlying
Header Bidding Manager, a feature designed to support demand coming into Ad
Manager from header bidding. By way of further response, the Company refers the
Division to the CID deposition testimony of
● Outside counsel included: John Harkrider, Daniel Bitton, Russell Steinthal, Leslie
Overton, and Koren Wong-Ervin of Axinn, Veltrop & Harkrider; Jordan Ellison, Tina
PDF Page 6
Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 5 of 7 PageID# 3025
Zhuo, and Juliette Sailleau of Slaughter & May; Olivier Freget of Freget Glaser &
Associes.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included:
.
● The Project Banksy remedies analysis began in spring 2020. The term “Banksy” as
used to refer to the concept underlying Header Bidding Manager was in use before
that time. Work on Project Banksy is ongoing.
Project Sunday
● Project Sunday was an analysis of potential remedies undertaken because of and in
response to active government investigations into, and in anticipation of litigation
concerning, Google’s ad tech business.
● Outside counsel included: Ethan Klingsberg of Freshfields, Bruckhaus, Deringer;
John Harkrider and Daniel Bitton of Axinn, Veltrop and Harkrider.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Work on this project began in July 2020 and was largely complete in October 2020.
Ad tech is a dynamic industry, and active regulatory investigations into and litigation
concerning Google’s ad tech business have continued beyond this timeframe. Legal
analysis and advice, including from U.S. and E.U.-qualified outside counsel, prepared
or considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
● Outside consultants: In the summer of 2020, Lazard, under its general January 18,
2017 retainer agreement with Google, provided Google’s corporate development team
PDF Page 7
Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 6 of 7 PageID# 3026
with a general overview of the ad tech industry. Lazard was not engaged to work on
Project Sunday and did not participate in the Project Sunday analysis.
Project Monday
● Project Monday evolved out of Project Sunday. Project Monday, like Project Sunday,
was an analysis of potential remedies undertaken because of and in response to active
government investigations into, and in anticipation of litigation concerning, Google’s
ad tech business.
● Outside counsel included: John Harkrider, Andrew Freeborn, and Daniel Bitton of
Axinn, Veltrop and Harkrider; Jordan Ellison and Jessica Staples of Slaughter & May.
● Google in-house counsel included: Ted Lazarus,
.
● Google employees included:
.
● Work on this project began in March 2021 and ended in May 2021. Ad tech is a
dynamic industry, and active regulatory investigations into and litigation concerning
Google’s ad tech business have continued beyond this timeframe. Legal analysis and
advice, including from U.S. and E.U.-qualified outside counsel, prepared or
considered in the context of one project may resurface and be relied upon later in
response to ongoing investigations and in anticipation of litigation.
Project Quantize
● Project Quantize was a request for legal advice regarding privacy concerns and GDPR
from the product team to Google’s in-house counsel.
● Google in-house counsel included:
, Ted Lazarus,
.
● Google employees included:
,
PDF Page 8
Case 1:23-cv-00108-LMB-JFA Document 284-26 Filed 07/17/23 Page 7 of 7 PageID# 3027
.
● Work on Project Quantize began in October 2020 and ended in February 2021.
*
*
*
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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