UNITED STATES OF AMERICA v. AT&T INC. et al

Filing 52

MOTION to Intervene by SPRINT NEXTEL CORPORATION, CELLULAR SOUTH, INC., CORR WIRELESS COMMUNICATIONS, L.L.C. (Attachments: # 1 Text of Proposed Order to Motion to Intervene, # 2 Exhibit Joint Motion to Amend Protective Order, # 3 Text of Proposed Order to Joint Motion to Amend Protective Order, # 4 Exhibit to Joint Motion to Expedite, # 5 Text of Proposed Order to Joint Motion to Expedite, # 6 Declaration of Tara L. Reinhart, # 7 Exhibit 1-4 to Declaration of Tara L. Reinhart)(jf, )

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA, et al.,
Plaintiffs,
v.
AT&T INC., et al.,
Defendants.

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Case No. 1:11-cv-01560-ESH

JOINT MOTION TO AMEND THE PROTECTIVE ORDER PURSUANT TO RULE 26(c)
Sprint Nextel Corporation, Cellular South, Inc., and Corr Wireless
Communications, L.L.C. (together, “Petitioners”), hereby jointly move for relief pursuant to
Rule 26(c) of the Federal Rules of Civil Procedure to amend the Amended Stipulated Protective
Order Concerning Confidentiality entered in United States v. AT&T Inc., et al. In support of this
motion, Petitioners submit a memorandum of points and authorities and a proposed order.

WHEREFORE, Petitioners move for relief pursuant to Rule 26(c) to amend the
Amended Stipulated Protective Order Concerning Confidentiality entered in United States v.
AT&T Inc., et al. (Dkt. No. 42).

Dated: October 11, 2011

Respectfully submitted,

/s/ Chong S. Park
Chong S. Park (D.C. Bar No. 463050)
Kenneth P. Ewing (D.C. Bar No. 439685)
Matthew Kepniss (D.C. Bar No. 490856)
STEPTOE & JOHNSON LLP
1330 Connecticut Avenue, N.W.
Washington, DC 20036-1795
Tel: [phone]
[e-mail]

/s/ Gregory B. Craig
Steven C. Sunshine (D.C. Bar No. 450078)
Gregory B. Craig (D.C. Bar No. 164640)
Tara L. Reinhart (D.C. Bar No. 462106)
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
Tel: [phone]
[e-mail]
[e-mail]
[e-mail]

Alan W. Perry (pro hac vice)
Daniel J. Mulholland (pro hac vice)
Walter H. Boone (pro hac vice)
FORMAN PERRY WATKINS KRUTZ &
TARDY LLP
City Centre, Suite 100
200 South Lamar Street
Jackson, Mississippi 39201-4099
Tel: [phone]
[e-mail]

James A. Keyte (pro hac vice)
Matthew P. Hendrickson (pro hac vice)
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
4 Times Square
New York, NY 10036-6522
Tel: [phone]
[e-mail]
[e-mail]

Charles L. McBride, Jr. (pro hac vice)
Joseph A. Sclafani (pro hac vice)
Brian C. Kimball (pro hac vice)
BRUNINI, GRANTHAM, GROWER &
HEWES, PLLC
The Pinnacle Building, Suite 100
190 East Capitol Street
Jackson, Mississippi 39201
Tel: [phone]
[e-mail]

Counsel for Sprint Nextel Corporation

Counsel for Plaintiffs Cellular South, Inc. and
Corr Wireless Communications, L.L.C.

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA, et al.,
Plaintiffs,
v.
AT&T INC., et al.,
Defendants.

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Case No. 1:11-cv-01560-ESH

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF
JOINT MOTION TO AMEND THE PROTECTIVE ORDER PURSUANT TO RULE 26(c)
Pursuant to Rule 26(c) of the Federal Rules of Civil Procedure and for good cause
shown, Sprint Nextel Corporation, Cellular South, Inc., and Corr Wireless Communications
L.L.C. (hereinafter “Petitioners”), who are plaintiffs in Sprint Nextel Corporation v. AT&T Inc.,
et al., Case No. 1:11-cv-01600-ESH; and Cellular South, Inc., et al. v. AT&T Inc., et al., Case
No. 1:11-cv-01690-ESH, hereby submit this Memorandum of Points and Authorities in Support
of Petitioners’ Joint Motion to Amend the Protective Order Pursuant to Rule 26(c).
BACKGROUND
Less than a week after this Court deferred discovery in the Petitioners’ private
actions, AT&T served the Petitioners with extremely broad and comprehensive Rule 45
subpoenas in the U.S. Department of Justice (“DOJ”) case, United States, et al. v. AT&T Inc., et
al. (“DOJ Case”).1 These subpoenas seek what amounts to wholesale party discovery. AT&T
1

See Joint Motion to Amend the Protective Order Pursuant to Rule 26(c), Declaration of Tara L. Reinhart
(hereinafter “Reinhart Decl.”) ¶¶ 3-4, Exs. 1-2.

knew full well that all discovery had been deferred in Petitioners’ cases, but drafted and served
these subpoenas nonetheless.
In addition to the materials that AT&T seeks with these subpoenas, AT&T
already possesses the voluminous discovery record that the DOJ assembled in the course of its
regulatory investigation. That record includes more than 2.2 million pages of documents that the
DOJ obtained from Petitioners. In short, AT&T already has access to all of the materials it needs
to prepare for trial while Petitioners have access to nothing. The unfairness of the current
situation is self-evident.
The Petitioners seek relief by filing this Motion pursuant to Fed. R. Civ. P. 26(c).
If the Motion were to be granted, the Court would simply enter an order giving Petitioners access
to materials produced by the defendants to the DOJ. This would remedy some of the unfairness
and allow the Petitioners to prepare for trial on a track roughly parallel to that of Defendants.
The proposed remedy would require nothing more than minor amendments to the Amended
Stipulated Protective Order Concerning Confidentiality in the DOJ Case (“Protective Order”)2 to
add Petitioners’ outside counsel and experts to the categories of persons to whom Defendants’
confidential information may be disclosed.
The proposed amendment is warranted and necessary for four reasons:
First, AT&T’s proposed discovery is an attempt to circumvent this
Court’s September 21 decision to defer discovery in the
Petitioners’ cases pending a decision on the motions to dismiss
filed against Petitioners by defendants AT&T Inc., T-Mobile USA,
Inc., and Deutsche Telekom AG (hereinafter “Defendants”).
Wearing the disguise of a Rule 45 third-party subpoena, AT&T’s
requests are the kind of broad discovery that is usually available
only from a party to the case;

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See Reinhart Decl. ¶ 5, Ex. 3.

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Second, it is fundamentally unfair for Defendants to conduct what
amounts to party discovery of Petitioners and to have access to a
voluminous record that is relevant to all three cases when
Petitioners are barred from access to any discovery at all;
Third, the subpoenas demonstrate that the three cases are not just
related—they are substantially the same;3 and
Fourth, the existing Protective Order prevents the DOJ from
sharing confidential information with Petitioners, and, therefore,
the DOJ and Petitioners are unable to discuss factual or expert
issues.4
Petitioners are mindful and respectful of the Court’s decision to defer discovery in
their cases. For that reason, Petitioners do not at this time seek reciprocal discovery from either
Defendants or the DOJ. Nor do Petitioners seek to quash the subpoenas at this time. In fact,
Petitioners are willing to meet and confer with Defendants regarding the scope of discovery so
that Petitioners can begin producing documents as soon as possible to keep all three cases on
Defendants’ schedule.5
Petitioners are not asking the Court to narrow the subpoenas to proper third-party
requests, because, by any measure, the issues in the three litigations overlap substantially. As a
result, the problem of unbalanced and asymmetric discovery cannot be solved by trying to
compartmentalize ongoing discovery in the DOJ Case from future discovery in the Petitioners’
cases. Any attempt to do so would be unworkable in practice, and any restriction on Defendants’
right to seek appropriate discovery in the DOJ Case could only serve to cause confusion and

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Petitioners’ Joint Opposition to Defendants’ Motions to Dismiss the Complaints of Sprint and Cellular South
filed on October 7 also demonstrates the extent to which the cases overlap. See Joint Opposition to
Defendants’ Motions to Dismiss the Complaints of Sprint and Cellular South, Sprint, Case No. 1:11-cv-01600ESH (D.D.C. Oct. 7, 2011), ECF No. 26; Joint Opposition to Defendants’ Motions to Dismiss the Complaints
of Sprint and Cellular South, Cellular South, Case No. 1:11-cv-01690-ESH (D.D.C. Oct. 7, 2011), ECF No. 26.

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Petitioners understand that the DOJ supports Petitioners’ motion seeking access to materials produced by
Defendants through amendment of the Protective Order.

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See Reinhart Decl. ¶ 9.

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delay. Instead, Petitioners respectfully request only that the Court amend the Protective Order
and give them access to materials produced by Defendants to the DOJ.6
ARGUMENT
I.

A PROTECTIVE ORDER PURSUANT TO RULE 26(c) IS AN APPROPRIATE
REMEDY FOR PREVENTING HARM TO THE PETITIONERS.
This Court has discretion under Fed. R. Civ. P. 26(c)(1) to “issue an order to

protect a party or person from annoyance, embarrassment, oppression, or undue burden or
expense.” Here, by serving Petitioners with sweeping subpoenas akin to party discovery, AT&T
has sought to circumvent the Court’s decision to defer discovery in the Petitioners’ cases.
Moreover, the DOJ Case discovery record, relevant to all three cases, is voluminous and
growing.7 Defendants have access; Petitioners do not. The appropriate metaphor here is not so
much giving both parties the same “level playing field” as it is arranging the race so that one
party does not have an insurmountable head start. An order granting Petitioners access to the
same discovery record already in Defendants’ possession will do much to remove the disparity.
It is an appropriate mechanism to protect Petitioners’ interests and will result in efficient, evenhanded management of these cases as contemplated by Fed. R. Civ. P. 1 and 26(c). See Am. Tel.
& Tel. Co. v. Grady, 594 F.2d 594 (7th Cir. 1978) (modification of protective order in private

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In a telephone conference, Petitioners’ counsel sought a compromise with Defendants, expressing a willingness
to negotiate a reasonable scope and to substantially comply with AT&T’s de facto party request for production
if Defendants would allow Petitioners to have access to the discovery record in the DOJ Case. Reinhart Decl.
¶¶ 7-8. Defendants refused. Id. The parties are at an impasse, and so Petitioners filed this Motion. Petitioners
hereby represent to the Court that they have satisfied their obligation under LCvR 7(m) to confer with
opposing counsel on this Motion as it pertains to the entry of an order giving Petitioners access to the discovery
record in the DOJ Case, and Defendants oppose this Motion.

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Defendants have served more subpoenas for documents that will generate new stores of documents in addition
to the millions of pages already in the DOJ Case discovery record. Reinhart Decl. ¶ 7.

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party antitrust case against AT&T was appropriate and efficient, where it allowed access to
documents by nonparty DOJ, which was a plaintiff in a similar pending case).
II.

ALLOWING PETITIONERS ACCESS TO MATERIALS PRODUCED BY
DEFENDANTS WILL PREVENT INJUSTICE AND IMPOSE NO BURDEN ON
DEFENDANTS.
A.

The AT&T Subpoenas Are Excessively Broad for Third-Party Discovery and Are
Akin to Comprehensive Party Requests for Production.
The subpoena served by AT&T on Sprint includes 47 broad document

specifications that, in combination, represent nothing less than a comprehensive request for
production typical of party discovery conducted in accordance with Fed. R. Civ. P. 26(b)(1).
The subject matter of these specifications is not confined to issues relevant only to the DOJ Case
(and there are no such unique issues), but encompasses issues common to all three cases. For
example, 15 of the specifications seek “all documents” related to a wide variety of topics, such as:
3.
All documents analyzing the Transaction, including, but not limited to:
documents evaluating or analyzing the potential impact of the Transaction on the
Company or on consumers, other mobile wireless service providers, or any other
party; financial, economic, engineering or technical models analyzing the effects
of the Transaction on price, quality, capacity, supply or demand conditions, or any
other economic variable, including any evaluations or analyses of the efficiencies
generated by the Transaction; documents evaluating or analyzing the impact of
the Transaction on innovation in the mobile wireless business; documents relating
to the Company’s plans to compete with AT&T and other mobile wireless service
providers post-Transaction; documents evaluating or analyzing any actions the
Company might take in response to the Transaction; documents relating to actions
contemplated by the Company or any plans it has formulated or considered,
including any business combination with T-Mobile, in the event the Transaction is
not consummated.
11.
All documents relating to the Company’s ability to compete (as a
whole and separately for its Sprint, Boost Mobile, or Virgin Mobile brands) with
AT&T, T-Mobile, Verizon, MetroPCS, Leap, or other mobile wireless service
providers, including, but not limited to, any competitive assessment or other
description, analysis, or comparison with respect to device offerings, network
quality, features and functionality, pricing, churn, customer service, or other
dimension of competition.

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A number of other requests seek “documents sufficient to show all” (emphasis added) or
“documents sufficient to show” several facets of a topic “including but not limited to” the
specified facets (emphasis added), lending the appearance of a narrow request while in fact
propounding a very broad one. See, e.g., Reinhart Decl. Ex. 1, Specifications 14, 16, 19, 30.
The Cellular South subpoena contains 24 broad document specifications which
overlap significantly with those of the Sprint subpoena, including specifications substantially the
same as numbers 3 and 11 quoted above. See Reinhart Decl. Ex. 2. Moreover, the scope of the
Cellular South subpoena significantly exceeds the scope of documents requested by the DOJ
from Cellular South under its Civil Investigative Demand (“CID”).
B.

Permitting AT&T to Seek Such Broad Discovery Without Giving Petitioners
Access to Defendants’ Discovery Materials Could Give the Defendants a
Permanent Advantage over Petitioners in Trial Preparation.
The current DOJ Case discovery record includes all materials generated in the

DOJ regulatory investigation through CIDs and depositions. Under the terms of the Protective
Order, Defendants already have access to those millions of pages of documents. In contrast,
Petitioners currently have access only to their own documents.8 As a result, Defendants, who are
also the same defendants in the private actions, will use the expansive productions made in the
DOJ regulatory investigation to prepare for trial while Petitioners have no means to prepare.

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Petitioners are permitted to view a much smaller set of documents produced by numerous parties, including
Defendants, in the Federal Communications Commission (“FCC”) regulatory investigation. However, the
protective orders entered in the FCC investigation prohibit use of the confidential materials for any purpose
other than that proceeding. As a result, Petitioners may not use any of those documents to prepare for their
trials or to share in fact development or expert preparation with the DOJ. Defendants recently wrote to Sprint
counsel to remind her that the FCC record may not be used by Sprint in its private action. See Reinhart Decl. ¶
6, Ex. 4.

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There can be no denying that Defendants’ preparation for trial in the DOJ Case will serve equally
as preparation for the Petitioners’ trials. 9
Under Fed. R. Civ. P. 26(c), Courts may allow third parties who are plaintiffs in
related litigation access to documents when doing so is necessary to ensure fairness in the related
litigation. Such relief is not uncommon. Smith v. Life Investors Ins. Co. of Am., No. 2:07-cv00681 (TFM), Dkt. No. 186 (W.D. Pa. June 18, 2009) (modifying a discovery order to allow
plaintiffs to share information with other plaintiffs in a related class action, because the
information would assist class members in determining whether a proposed settlement was fair,
and the modification imposed no additional burden on the defendant). Here, a slight
modification of the Protective Order is all that is required.
C.

No Burden Would Flow from Petitioners’ Request.
During the September 21 status conference, Defendants expressed concern that, if

discovery commenced in the Petitioners’ cases, Defendants would face multiple, duplicative sets
of discovery requests and depositions lasting 21 hours. DOJ Case Status Conference Trans. at
20-21. Critically, however, if Petitioners were granted their requested relief, none of
Defendants’ concerns of additional discovery burden would be realized. The DOJ would simply
provide Petitioners with discovery materials produced in the DOJ Case.
If Petitioners are not given access to documents until after the motion to dismiss is
decided, the unfairness suffered by Petitioners is increased. One cannot predict what will
develop in the DOJ Case as Defendants’ motions to dismiss the Petitioners’ complaints are

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Any claim by Defendants that they will compartmentalize discovery received in the DOJ Case and not use it to
prepare for Petitioners’ cases should be disregarded. The information sought in the subpoenas is relevant to all
three cases, and Defendants cannot credibly represent that their counsel will somehow prevent their knowledge
from spilling over from the DOJ Case into Petitioners’ cases.

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litigated. Regardless of how the DOJ Case unfolds, however, if Petitioners prevail on the
motions to dismiss, their claims should be set for trial with all due speed. Under that scenario,
the burden on the Petitioners will be immense. Amending the Protective Order now to allow
Petitioners access to materials produced by Defendants would preclude these risks, while
creating no additional burden on Defendants. See Fed. R. Civ. P. 1 (requiring that the Federal
Rules of Civil Procedure be used to “secure the just, speedy, and inexpensive determination of
every action and proceeding”); Wilk v. Am. Med. Ass’n, 635 F.2d 1295, 1299 (7th Cir. 1980)
(“where an appropriate modification of a protective order can place private litigants in a position
they would otherwise reach only after repetition of another’s discovery, such modification can be
denied only where it would tangibly prejudice substantial rights of the party opposing
modification”), cited in In re Vitamins Antitrust Litig., Misc. No. 99-197 (TFH), MDL No. 1285,
2001 WL 34088808, at *6 & n.19 (D.D.C. Mar. 19, 2001).
III.

AMENDMENT OF THE PROTECTIVE ORDER WOULD ENABLE
PETITIONERS AND THE DOJ TO PREPARE MOST EFFICIENTLY FOR
EXPEDITED TRIAL.
Without the requested relief, not only are the Petitioners denied timely access to

core materials, the DOJ is effectively denied access to the Petitioners. In the absence of the
proposed relief, the DOJ is precluded from communicating with the Petitioners about critical
documents and issues. When it comes to obtaining discovery from the Petitioners, Defendants
make the broadest possible requests and treat Petitioners like parties to the DOJ Case. But, when
it comes to giving the DOJ comparable access to the Petitioners, Defendants flatly refuse. As a
result, if the Court does not give Petitioners access to documents covered by the Protective Order,
there can be no “parallel discovery.”

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In light of AT&T’s broad discovery requests, the Court should facilitate parallel
discovery and allow the DOJ to share information with the Petitioners as both prepare their cases
for trial. As recognized in Tasty Baking Co. v. Ralston Purina, Inc., 653 F. Supp. 1250 (E.D. Pa.
1987), quoting Schoenkopf v. Brown & Williamson Tobacco Corp., 637 F.2d 205, 210-11 (3d Cir.
1980):
While in some cases competing companies all may benefit by increasing
oligopolistic character of a market, in other cases competitors—with specialized
knowledge of their market—may recognize that an acquisition will enable the
acquiring company to harm competition by harming the remaining competitors;
with this special knowledge that enables rapid action, together with their access to
resources needed to prosecute an antitrust action, competitor-plaintiffs well may
assure that “a plaintiff adequately represents the interests of ‘victims’ of the
antitrust violation” and that “in fashioning relief [judges] appropriately address
and remedy the actual violation rather than simply correct an incidental injury.”
Similarly, in Grady, 594 F.2d at 597 (7th Cir. 1978), a private plaintiff antitrust case against
AT&T, the court found that modifying a protective order to allow the U.S. government access to
the private plaintiff’s analysis reduced the “wastefulness of requiring government counsel to
duplicate the analyses and discovery already made [by the private plaintiff].”
Here, AT&T’s broad subpoenas imply that Defendants recognize Petitioners’
importance in the government’s case. Petitioners believe that the expedited pre-trial schedule is
more likely to be met and better achieved through coordination with the DOJ that cannot occur
unless Petitioners receive discovery generated in the DOJ Case.
IV.

MINIMAL AMENDMENTS TO THE PROTECTIVE ORDER WOULD BE
NECESSARY TO GRANT PETITIONERS ACCESS TO DISCOVERY
PROVIDED BY DEFENDANTS AND PROTECT THE PRODUCING PARTIES’
CONFIDENTIALITY.
The remedy sought by Petitioners can be accomplished through a simple order

entered in all three cases that (1) orders that Petitioners shall be bound by the confidentiality
protections of the Protective Order and (2) minimally amends the Protective Order.
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First, Paragraph 10 of the Protective Order provides that, before a disclosure is
made to a person identified in the Protective Order, that person shall sign and agree to be bound
by Appendix A, the Agreement Concerning Confidentiality. Because Petitioners are not parties
to the Protective Order, their proposed order specifies that Petitioners “shall be bound by the
terms of Paragraph 10.”
Second, the proposed order would require minor amendments to the Protective
Order that would allow disclosure of Defendants’ confidential information to Petitioners while
protecting the producing parties.
A.

Amendment to Paragraph 1 of the Protective Order
Paragraph 1, which defines terms used in the protective order, including

“Defendants,” should be amended to add definitions for Petitioners as follows:
(n)
“Cellular South” means Cellular South, Inc., and Corr
Wireless Communications, L.L.C., their divisions, subsidiaries,
affiliates, partnerships and joint ventures, and all directors, officers,
employees, agents, and representatives of the foregoing.
(o)
“Sprint” means Sprint Nextel Corporation, its divisions,
subsidiaries, affiliates, partnerships and joint ventures, and all
directors, officers, employees, agents, and representatives of the
foregoing.
B.

Amendment to Paragraph 9 of the Protective Order
Paragraph 9 identifies categories of persons to whom disclosures of confidential

information may be made. The paragraph should be amended to add outside counsel and experts
acting on behalf of Petitioners, as set forth below:
(h)
outside counsel acting for Cellular South in Cellular South,
Inc. and Corr Wireless Communications, L.L.C. v. AT&T Inc.,
AT&T Mobility LLC, T-Mobile USA, Inc., and Deutsche Telekom
AG, Civil No. 11-01690 (ESH), that counsel’s employees,
independent contractors assisting such outside counsel, and
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testifying or consulting experts retained by Cellular South to assist
in the prosecution of that action, including employees of the firm
with which the expert or consultant is associated or independent
contractors to the extent necessary to assist the expert’s work in
that action.
(i)
outside counsel acting for Sprint in Sprint Nextel
Corporation v. AT&T Inc., AT&T Mobility LLC, T-Mobile USA,
Inc., and Deutsche Telekom AG, Civil No. 11-01600 (ESH), that
counsel’s employees, independent contractors assisting such
outside counsel, and testifying or consulting experts retained by
Sprint to assist in the prosecution of that action, including
employees of the firm with which the expert or consultant is
associated or independent contractors to the extent necessary to
assist the expert’s work in that action.
These amendments would give outside counsel and experts acting on behalf of Petitioners access
to documents, commensurate with the access of Defendants’ representatives and eliminate any
concerns that competitively sensitive data from AT&T and T-Mobile would be shared with
employees of the Petitioners.
C.

Amendment to Paragraph 14 of the Protective Order
Paragraph 14 provides that confidential information shall be used only for

“purposes of the conduct of this Action,” referring to the DOJ Case. The paragraph should be
amended so that the confidential information may be used in all three cases, as follows:
14.
All materials produced or exchanged in connection with
this Action, including but not limited to Confidential Information,
produced by a Party or a non-party as part of this proceeding shall
be used solely for purposes of the conduct of this Action; Cellular
South, Inc. and Corr Wireless Communications, L.L.C. v. AT&T
Inc., AT&T Mobility LLC, T-Mobile USA, Inc., and Deutsche
Telekom AG, Civil No. 11-01690 (ESH); or Sprint Nextel
Corporation v. AT&T Inc., AT&T Mobility LLC, T-Mobile USA,
Inc., and Deutsche Telekom AG, Civil No. 11-01600 (ESH) and
shall not be used for any business, commercial, competitive,
personal, or other purpose.
Together, these provisions would ensure fairness and efficiency for the DOJ and
Petitioners in their respective cases, without causing any prejudice to Defendants or burdening
the Court.
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V.

CONCLUSION
For the foregoing reasons, Petitioners respectfully ask the Court to grant their

motion and order the proposed relief.

Dated: October 11, 2011

Respectfully submitted,

/s/ Chong S. Park
Chong S. Park (D.C. Bar No. 463050)
Kenneth P. Ewing (D.C. Bar No. 439685)
Matthew Kepniss (D.C. Bar No. 490856)
STEPTOE & JOHNSON LLP
1330 Connecticut Avenue, N.W.
Washington, DC 20036-1795
Tel: [phone]
[e-mail]

/s/ Gregory B. Craig
Steven C. Sunshine (D.C. Bar No. 450078)
Gregory B. Craig (D.C. Bar No. 164640)
Tara L. Reinhart (D.C. Bar No. 462106)
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
Tel: [phone]
[e-mail]
[e-mail]
[e-mail]

Alan W. Perry (pro hac vice)
Daniel J. Mulholland (pro hac vice)
Walter H. Boone (pro hac vice)
FORMAN PERRY WATKINS KRUTZ &
TARDY LLP
City Centre, Suite 100
200 South Lamar Street
Jackson, Mississippi 39201-4099
Tel: [phone]
[e-mail]
Charles L. McBride, Jr. (pro hac vice)
Joseph A. Sclafani (pro hac vice)
Brian C. Kimball (pro hac vice)
BRUNINI, GRANTHAM, GROWER &
HEWES, PLLC
The Pinnacle Building, Suite 100
190 East Capitol Street
Jackson, Mississippi 39201
Tel: [phone]
[e-mail]

James A. Keyte (pro hac vice)
Matthew P. Hendrickson (pro hac vice)
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
4 Times Square
New York, NY 10036-6522
Tel: [phone]
[e-mail]
[e-mail]
Counsel for Sprint Nextel Corporation

Counsel for Plaintiffs Cellular South, Inc. and
Corr Wireless Communications, L.L.C.

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