E.F. TRANSIT, INC. v. INDIANA ALCOHOL AND TOBACCO COMMISSION

Filing 108

ORDER ON PLAINTIFF'S MOTION TO COMPEL: For the reasons set forth above, the Court GRANTS Plaintiff's Motion to Compel. [Dkt. 91.] Defendant is ordered to produce documents Bates Nos. 45458, 61274-75, 141203 through 141230, a nd 150279 on or before Tuesday, March 10, 2015. Defendant shall also produce by that date any documents that it agreed to produce at the hearing and that have not already been produced to Plaintiff ***SEE ENTRY FOR ADDITIONAL INFORMATION***. Signed by Magistrate Judge Mark J. Dinsmore on 3/9/2015. (DW)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
E.F. TRANSIT, INC.,

)
)
)
)
)
)
)
)
)
)

Plaintiff,
vs.
INDIANA ALCOHOL AND TOBACCO
COMMISSION,
Defendant.

No. 1:13-cv-01927-WTL-MJD

ORDER ON PLAINTIFF’S MOTION TO COMPEL
This matter comes before the Court on Plaintiff’s Motion to Compel. [Dkt. 91.] For the
reasons set forth below, the Court GRANTS Plaintiff’s motion.
I.

Background

On December 6, 2014, E.F. Transit, Inc. (“Plaintiff”) sued the Indiana Alcohol and
Tobacco Commission, alleging that the Commission’s interpretation and enforcement of Indiana
state law was inconsistent with and therefore preempted by federal law. [See Dkt. 1 (Pl.’s
Compl.).]
The allegations arise from Indiana’s regulation of the state’s alcoholic beverage industry.
Under Indiana law, a state-issued permit is required for any business to serve as a manufacturer,
wholesaler, or retailer of alcoholic beverages, including beer, wine, and liquor. See Ind. Code §§
7.1-3-1-1 et seq. In addition, Indiana prohibits a private beer wholesaler from holding an interest
in a liquor permit, and vice versa. See, e.g., Ind. Code Ann. § 7.1-5-9-3 (“It is unlawful for the
holder of a brewer’s or beer wholesaler’s permit to have an interest in a liquor permit of any type
under this title.”).

1

Plaintiff in this case is a trucking company with operations based at a warehouse in
Indiana. [Dkt. 1 ¶ 9.] Pursuant to Indiana law, Plaintiff is licensed to transport and deliver all
varieties of alcoholic beverages, including beer, wine, and liquor. [Id.] Plaintiff shares common
ownership with Monarch Beverage Company (“Monarch”), a state-licensed beer and wine
wholesaler, and Plaintiff routinely transports Monarch’s beer and wine to retailers across
Indiana. [Id. ¶ 27.] Plaintiff also subleases a portion of its warehouse to Monarch and allows
Monarch to store its beer and wine in that location. [Id. ¶ 28.]
In 2009, Plaintiff reached a tentative agreement to store and ship products for Indiana
Wholesale Wine & Liquor Company (“IWWL”). [Id. ¶ 31.] IWWL then applied to the Indiana
Alcohol and Tobacco Commission (“Defendant” or “Commission”) for permission to change the
location of its warehouse to Plaintiff’s Indiana location. [Id. ¶¶ 31-33.] The Commission,
however, allegedly rejected this application on the grounds that “allowing a liquor wholesaler
(Indiana Wholesale) to share a warehouse with a beer wholesaler (Monarch) and its corporate
sister (E.F. Transit) would create a prohibited joint interest in a beer and liquor wholesaler’s
permit.” [Id. ¶ 34.]
As a result, IWWL withdrew its application. [Id. ¶ 35.] Plaintiff and IWWL then arranged
to enter a more limited services agreement in which Plaintiff would ship IWWL’s products
without any change in the location of IWWL’s warehouse. [Id. ¶ 36.] Plaintiff asked the
Commission for an advisory opinion giving advance approval to this arrangement, but the
Commission declined to provide such approval. [Id. ¶¶ 38-40.] Plaintiff and IWWL were thus
unable to finalize their services agreement. [Id. ¶¶ 41-43.]
Plaintiff then filed this lawsuit to challenge the Commission’s actions. Plaintiff alleges
that the Commission’s interpretation of Indiana law is inconsistent with and therefore preempted

2

by the Federal Aviation Administration Authorization Act (“FAAAA”). [Id. ¶ 45-47.] That Act
provides, inter alia, that a state “may not enact or enforce a law, regulation, or other provision
having the force and effect of law related to a price, route, or service of any motor carrier . . . or
any motor private carrier, broker, or freight forwarder with respect to the transportation of
property.” 49 U.S.C. § 14501. Plaintiff argues that the Commission’s application of Indiana law
violates this provision, and Plaintiff thus seeks an injunction prohibiting the Commission from
enforcing the relevant Indiana laws against it. [Id. at 12.]
The Commission answered Plaintiff’s complaint on January 1, 2014. [Dkt. 18.] During
discovery, a dispute developed over the Commission’s decision to withhold certain documents
on the basis of the attorney-client privilege, the deliberative process privilege, and the
investigative privilege. [See Dkt 91.] The parties were unable to resolve the dispute, [see id. at 3
n.1], and Plaintiff filed the currently pending Motion to Compel on February 10, 2015. Plaintiff
contends that the privilege that the Commission has asserted with respect to each document at
issue either does not apply to the document or has been waived. [Dkt. 91 at 2.]
After Plaintiff filed its motion, the Commission produced many of the documents
Plaintiff originally sought, [see Dkt. 103 at 2 (Def.’s Resp.)], and Plaintiff then withdrew its
motion with respect to the remaining documents for which Defendant asserted the deliberative
process privilege. [Dkt. 105 at 17.] The only documents at issue were thus Bates Nos. 45458,
61198, 61274-75, 51903, 34986, 35163, and 38097, for which Defendant asserted the attorneyclient privilege [Dkt. 103 at 5-6, 8]; and the documents Bates Nos. 141203 through 141230, for
which Defendant asserted the investigative privilege. [Id. at 12.] Defendant then added document
Bates No. 150279 to its privilege log and asserted that the investigative privilege applied to this
document as well.

3

On March 6, 2015, the Court conducted a hearing to address the parties’ arguments. The
parties agreed that they had no remaining dispute regarding document Bates No. 34986. [Motion
to Compel Hr’g, March 6, 2015 at 11:10.] Defendant also agreed to produce documents Bates
Nos. 35163 and 38097 [Hr’g at 11:23]; document Bates No. 51903 [Hr’g at 11:31-32]; and
document Bates No. 61198 [Hr’g at 11:35.] This left only documents Bates Nos. 45458, 6127475, 141203 through 30, and 150279 at issue. The Court has reviewed these documents in camera
and now addresses the parties’ arguments.
II.

Discussion

A party may obtain discovery regarding “any matter, not privileged, that is relevant to the
claim or defense of any party.” Fed. R. Civ. P. 26(b)(1). A party may also “move for an order
compelling disclosure or discovery.” Fed. R. Civ. P. 37(a)(1). The party resisting such a motion
bears the burden to show why a particular discovery request is improper. See, e.g., Cunningham
v. Smithkline Beecham, 255 F.R.D. 474, 478 (N.D. Ind. 2009). When the party resists on the
basis of privilege, that party must demonstrate both that the privilege applies and that it has not
been waived. See, e.g., Acosta v. Target Corp., 281 F.R.D. 314, 321 (N.D. Ill. 2012) (attorneyclient privilege); Doe v. Hudgins, 175 F.R.D. 511, 514 (N.D. Ill. 1997) (investigative privilege).
A. Attorney-Client Privilege
The attorney-client privilege “protects communications made in confidence by a client
and a client’s employees to an attorney, acting as an attorney, for the purpose of obtaining legal
advice.” Sandra T.E. v. S. Berwyn Sch. Dist. 100, 600 F.3d 612, 618 (7th Cir. 2010). A court
must thus ask “(1) whether legal advice of any kind was sought from a professional legal adviser
in his capacity as such; and (2) whether the communication was related to that purpose and made
in confidence by the client.” Id. (alterations omitted) (quoting United States v. Evans, 113 F.3d

4

1457, 1461 (7th Cir.1997)). The party asserting the privilege has the burden to establish each
element of the privilege. United States v. White, 950 F.2d 426, 430 (7th Cir. 1991).
If the party meets this burden, the privilege attaches and remains intact even after the
termination of the attorney-client relationship. Id. The privilege, however, “is in derogation of
the search for the truth and, therefore, must be strictly confined.” In re Grand Jury Proceedings,
220 F.3d 568, 571 (7th Cir. 2000). Further, “[n]ot all information transmitted to an attorney
becomes cloaked with the attorney-client privilege.” White, 970 F.2d at 334. If a party transmits
information to an attorney with the expectation that it will be disclosed to third parties, the
privilege does not apply. Id. Similarly, if a party communicates with an attorney for purposes
other than obtaining legal advice, the privilege does not apply. See, e.g., Burden-Meeks v. Welch,
319 F.3d 897, 899 (7th Cir. 2003) (noting privilege does not apply to business advice); Rehling v.
City of Chicago, 207 F.3d 1009, 1019 (7th Cir. 2000), amended (Apr. 4, 2000) (distinguishing
between attorney acting “in his business or legal capacity”).
In this case, the Commission asserts the attorney-client privilege with respect to
documents Bates Nos. 48458 and 61274-75. [See Dkt. 103 at 5.] The Commission’s privilege log
indicates that these documents are emails from David Rothenberg, the Commission’s Executive
Secretary, to Alex Huskey, the Commission’s Chairman. [Dkt. 91-1 at 7, 10.]
Plaintiff acknowledges that Secretary Rothenberg is an attorney, [see Dkt. 91 at 6], but
Plaintiff asserts that the Executive Secretary is a “ministerial” position and that the Secretary is
not authorized to provide legal advice to the Commission. [Id. at 7.] As support, Plaintiff cites a
portion of the statutes governing the Commission, which states that “[t]he commission, with the
consent of the governor, shall employ an executive secretary to aid the commission in the
efficient administration of its powers and duties.” [Id. citing (Ind. Code Ann. § 7.1-2-2-7).]

5

Plaintiff also cites several emails that purportedly show the Executive Secretary acting in a
ministerial rather than a legal role. In one, for instance, “the Executive Secretary polls the
Commissioners about the process to be used in considering IWWL’s application,” [Dkt. 91 at 8
(citing Dkt 91-7)], and in another, the Executive Secretary notes that he provided the
Commissioners “with some very basic first year law school review materials” [Id. (quoting Dkt.
91-6).] Plaintiff thus argues that, as a matter of statute and a matter of practice, the Executive
Secretary is not a legal advisor, such that documents Bates Nos. 48458 and 61274-75 cannot fall
within the attorney-client privilege. [Id. at 8-9.]
This argument is unpersuasive: the fact that the cited statute refers to “efficient
administration” of the Commission hardly establishes that administration is the Executive
Secretary’s only duty. Likewise, the fact that the Executive Secretary may have performed
ministerial tasks at certain times does not preclude the Secretary from acting as a lawyer at other
times. In addition, one of Defendant’s former commissioners testified that she considered the
Executive Secretary to be “general counsel for the agency,” [Melissa Coxey Dep. 12:1-3,
January 28, 2015], and she added that, in her previous role as an advisor to the Executive
Secretary, she assisted in “drafting findings of fact and conclusions of law.” [Coxey Dep. 12:914.] This indicates that the Executive Secretary was in fact involved in the legal work of the
commission, such that his communications may have been privileged.
This conclusion, however, does not end the matter: As Plaintiff notes, [Dkt. 91 at 8-9],
not all information sent to or from an attorney is privileged. See, e.g., White, 950 F.2d at 430
(“Not all information transmitted to an attorney becomes cloaked with the attorney-client
privilege.”); Hamdan v. Indiana Univ. Health N., LLC, No. 1:13-CV-00195-WTL, 2014 WL
2881551, at *5 (S.D. Ind. June 24, 2014) (“Simply copying attorneys on an email chain in order

6

to keep them abreast of HR and other business-related occurrences does not transform the emails
into an attorney’s investigation with a built-in expectation of legal services to be rendered which
would qualify for attorney-client privilege.”). Thus, even when the Commission’s Executive
Secretary was acting as an attorney, not all information sent to or from the Secretary became
privileged; instead, the privilege attached only to communications that requested or gave legal
advice. See, e.g., Acosta, 281 F.R.D. at 321 (“[T]he privilege does not apply to an e-mail . . . that
may include an attorney, but where no request for legal advice is made and the input from the
attorney is business-related and not primarily legal in nature.”).
In this case, document Bates No. 48458 does not contain a request for or provision of
such legal advice. Defendant specifically directed the court to lines 3 and 4 of the email at issue
and suggested that these lines amounted to a request for counsel. [Hr’g at 11:12.] The Court,
however, does not agree: In these lines, the Executive Secretary states only that “I imagine” the
attorney’s general office “will let us know how [the filing of Plaintiff’s complaint]” affects
Plaintiff’s pending application. This letter is thus not legal advice itself; rather, it is speculation
about legal advice that might materialize at some later time. And while that advice—if and when
it is ever given—might itself be privileged, the mere conjecture about later provision of that
advice is not privileged. Plaintiff’s motion to compel production of document Bates No. 48458 is
therefore GRANTED.
The document Bates No. 61274-75 also lacks legal advice. This document contains two
communications: the first, Bates No. 61274, is an email, and the second, Bates No. 61275, is an
attached memo. The email merely describes the memo, and Defendant agreed at the hearing that
if the memo itself is not privileged, then the email describing it is not privileged. [Hr’g at 11:40.]

7

The memo, in turn, describes the “background, status, dates, and next actions” for two
lawsuits involving the Commission and one permit application pending before the Commission.
The majority of the memo consists only of factual data describing information such as when the
lawsuits were filed, who filed them, and what deadlines needed to be met. Such factual
descriptions—even about litigation—do not amount to legal advice and thus are not privileged.
See, e.g., Stanziale v. Vanguard Info-Solutions Corp., No. ADV 06-2208 (MBK), 2008 WL
1808318, at *1 (Bankr. D.N.J. Apr. 21, 2008) (“It is generally recognized that the
communication of factual information is not protected by the attorney-client privilege. For
example, reports reflecting the status of litigation and containing purely factual information are
not privileged.”).
Defendant nonetheless contends that the “final section” of the memo contains legal
advice that renders the document privileged. [See Hr’g at 11:38.] This section is labelled “ATC
Decision Points” and details the issues on “which the ATC must make a determination.” The
document, however, then states that the Commission need not make any decision on issues
related to the two lawsuits, as those matters “are in court,” rather than before the ATC. The
document thus specifically avoids giving any advice or counsel of any sort regarding the
decisions to be made in these lawsuits.
Next, even when addressing the permit application pending before the Commission, the
document merely states that the Commission “must make a determination” regarding what
materials to disclose to the applicant and “must make a decision” on whether to approve the
application. The document provides no analysis or advice regarding which way the Commission
should decide these issues, nor does it provide any sort of analysis or advice regarding the
process by which the Commission should make these decisions. The final section of the memo is

8

thus a mere factual statement that decisions must be made; it provides no legal advice about
those decisions, and thus is not privileged. 1 The Court accordingly GRANTS Plaintiff’s motion
to compel production of document Bates No. 61274-75.
B. Investigative Privilege
The final documents at issue are Bates Nos. 141203 through 141230 and 150279. These
documents detail an investigation conducted by members of the state’s Excise Police at the
request of the Commission. They indicate that Excise Police officers reviewed materials about
E.F. Transit and Monarch; visited the E.F. Transit warehouse; and prepared a draft report
indicating that Plaintiff’s proposed agreement with IWWL may have violated state law.
Defendant asserts that the investigative privilege covers these documents. [Dkt. 103 at
12.] This privilege “is a qualified common law privilege protecting civil as well as criminal law
enforcement investigatory files from civil discovery.” Jones v. City of Indianapolis, 216 F.R.D.
440, 443 (S.D. Ind. 2003) (quotation omitted). Its purpose is to “prevent disclosure of law
enforcement techniques and procedures, to preserve the confidentiality of sources, to protect
witnesses and law enforcement personnel, to safeguard the privacy of individuals involved in an
investigation, and otherwise prevent interference in an investigation.” Id. at 444 (quotations
omitted).
The investigative privilege is not absolute: “It can be overridden in appropriate cases by
the need for the privileged materials.” Dellwood Farms, Inc. v. Cargill, Inc., 128 F.3d 1122,
1125 (7th Cir. 1997). A court assessing the privilege must engage in the “particularistic and

1

At the hearing, Defendant conceded that application of the attorney-client privilege was debatable. [See Hr’g at
11:40 (noting document could “be read either way”).] Because the attorney-client privilege “must be strictly
confined,” In re Grand Jury Proceedings, 220 F.3d at 571, the Court finds that this concession supports its ultimate
conclusion that the document is not privileged.

9

judgmental task” of weighing “the need of the litigant who is seeking privileged investigative
materials” against “the harm to the government if the privilege is lifted.” Id. Relevant factors
include:
(1) the extent to which disclosure will thwart governmental processes by
discouraging citizens from giving the government information;
(2) the impact upon persons who have given information of having their identities
disclosed;
(3) the degree to which governmental self-evaluation and consequent program
improvement will be chilled by disclosure;
(4) whether the information sought is factual data or evaluative summary;
(5) whether the party seeking discovery is an actual or potential defendant in any
criminal proceeding either pending or reasonably likely to follow from the
incident in question;
(6) whether the investigation has been completed;
(7) whether any interdepartmental disciplinary proceedings have arisen or may
arise from the investigation;
(8) whether the plaintiff’s suit is nonfrivolous and brought in good faith;
(9) whether the information sought is available through other discovery or from
other sources; and
(10) the importance of the information sought to the plaintiff's case.
Jones, 216 F.R.D. at 444 (citation omitted); see also Frankenhauser v. Rizzo, 59 F.R.D. 339, 344
(E.D. Pa. 1973) (applying same factors). “The Court has considerable leeway weighing these
factors in the undertaking of the essential balancing process.” Jones, 216 F.R.D. at 444
(quotation omitted).
At the hearing, Defendant conceded that the first, second, fourth, sixth, seventh, eighth,
and ninth factors weighed in favor of disclosure of the investigative report, [Hr’g at 11:51, 11:55,
11:57], and the Court’s in camera review of the documents at issue confirms this conclusion. 2
Defendant then argued that the third factor—“the degree to which governmental self-evaluation

2
Defendant briefly argued in its response that factors four and nine disfavored disclosure. [Dkt. 103 at 13 (noting
that certain portions of the documents were “more evaluative in nature”); id. (noting that a revised version of one of
the documents had been provided and “contain[ed] much of the same information” as the documents being
withheld).] Defendant’s concessions at the hearing, however, indicate that these arguments have been abandoned,
and in any case, Plaintiff’s terse assertions would not outweigh the Court’s conclusion that the remaining factors
discussed below warrant disclosure.

10

and consequent program improvement will be chilled”—militated against disclosure. [Hr’g at
11:52.] Defendant explained that the Commission is an agency that is required by statute to
regulate a large subset of the businesses in Indiana. If, Defendant argued, the Commission were
required to disclose its report in this case, then the report could be passed among the regulated
businesses with presumably deleterious effects on the Commission’s ability to regulate these
businesses in the future. [Hr’g 11:52-53.]
Defendant, however, did not explain these effects and did not identify any specific harms
that might occur if the report were disclosed. [Hr’g at 11:52-55.] Defendant’s vague and
speculative assertion of potential harm thus leaves the Court unconvinced that Defendant has
carried its burden to establish that the investigative privilege applies to this document.
Additionally, Defendant’s concerns about the broader impact of disclosing the report are
unwarranted: any order on Plaintiff’s present motion applies only to the documents currently at
issue, and any such order is not a basis for disclosure of any other report that Excise Police
personnel have already prepared or may prepare in the future. This limitation necessarily
constrains the broader impact of the disclosure of the documents that Plaintiff seeks.
Moreover, the Court in this case has previously entered a protective order allowing the
parties to prevent the widespread dissemination of materials they deem confidential. [See Dkt. 59
at 2.] Defendant may therefore produce the report subject to this protective order and thereby
obviate any concerns that the report will be passed among non-parties. This further reduces the
need for application of the investigative privilege, and the Court thus finds that factor three
weighs in favor of disclosure. See, e.g., Santiago v. City of Chicago, No. 09 C 3137, 2010 WL
1257780, at *3 (N.D. Ill. Mar. 26, 2010) (“The law enforcement investigative privilege is

11

overcome in the instant case by [plaintiff’s] need for the information and the [defendant’s]
concerns can be addressed by an appropriate protective order.”).
Defendant next argued that factor five weighs in favor of withholding the report. [Hr’g at
11:56.] This factor involves whether a “criminal proceeding [is] either pending or reasonably
likely to follow from the incident in question.” Jones, 216 F.R.D. at 444. As Defendant
acknowledged, [Hr’g at 11:57], the current case involves no such proceedings. Nonetheless,
Defendant argued that—had Plaintiff actually completed either of its proposed arrangements
with IWWL—then Plaintiff could have been subject to permit revocation proceedings that are
analogous to criminal proceedings. [Hr’g at 11:57.]
This argument is unavailing: Defendant conceded that “the incident in question” was
Plaintiff’s request for an advisory opinion from the Commission. [Hr’g at 12:08-09.] Defendant
then confirmed that merely asking for such an opinion does not violate any statute. [Hr’g at
12:08-09.] There is accordingly no possibility that the “incident in question” will give rise to any
proceedings—criminal or otherwise—against Plaintiff. As it stands, that is, Plaintiff has violated
no law or regulation, leaving no risk that disclosing the documents at issue would jeopardize the
state’s ability to conduct any proceedings against Plaintiff. This factor thus favors disclosure.
Finally, Defendant argued that factor ten weighed in favor of withholding the report.
[Hr’g at 12:00.] Defendant noted that Plaintiff’s claim is that Indiana’s state law is preempted by
the FAAAA. [Hr’g at12:01.] This, according to Defendant, is merely a matter of statutory
interpretation, such that the information in the investigative report is irrelevant to Plaintiff’s case.
[Hr’g at 12:01.]
The Court does not agree. The portion of the FAAAA at issue in this litigation provides
that a state “may not enact or enforce a law, regulation, or other provision . . . related to a price,

12

route, or service of any motor carrier . . . with respect to the transportation of property.” 49
U.S.C. § 14501 (emphasis added). The way in which Indiana has chosen to enforce its alcoholicbeverage regulations is thus plainly relevant to the preemption issue. Further, the investigative
documents at issue are highly probative of this issue, as they provide numerous examples of the
kinds of conduct Defendant considers to be violations of Indiana law. The report thus indicates
whether the enforcement of Indiana law has an effect on the “price, route, or service” of a motor
carrier’s transportation of property, 49 U.S.C. § 14501, such that the report bears on whether
Indiana’s law is in fact preempted. As a result, the report is important to Plaintiff’s preemption
claim, and the tenth factor thus favors disclosure.
Based on the above, the Court concludes that the investigative privilege does not apply to
documents 141203-30 and 150279: with regard to each factor in Jones, Defendant has either 1)
conceded that the factor favors disclosure; or 2) has advanced an argument that lacks merit.
Balancing these factors can thus only result in disclosure of the documents, and Plaintiff’s
motion to compel these documents is therefore GRANTED.
III.

Conclusion

For the reasons set forth above, the Court GRANTS Plaintiff’s Motion to Compel. [Dkt.
91.] Defendant is ordered to produce documents Bates Nos. 45458, 61274-75, 141203 through
141230, and 150279 on or before Tuesday, March 10, 2015. Defendant shall also produce by
that date any documents that it agreed to produce at the hearing and that have not already been
produced to Plaintiff.

Date: 03/09/2015

13

Distribution:
Michael P Maxwell, Jr
CLARK QUINN MOSES SCOTT & GRAHN LLP
[e-mail]
John B. Herriman
CLARK, QUINN, MOSES, SCOTT & GRAHN
[e-mail]
Anne Kramer Ricchiuto
FAEGRE BAKER DANIELS LLP (Indianapolis)
[e-mail]
Anthony Scott Chinn
FAEGRE BAKER DANIELS LLP (Indianapolis)
[e-mail]
David K. Herzog
FAEGRE BAKER DANIELS LLP - Indianapolis
[e-mail]
J. Murray Clark
FAEGRE BAKER DANIELS LLP - Indianapolis
[e-mail]
Sara Teresa Martin
INDIANA ATTORNEY GENERAL
[e-mail]
Betsy M. Isenberg
OFFICE OF THE ATTORNEY GENERAL
[e-mail]
Allison Jones
WILLIAMS & CONNOLLY LLP
[e-mail]
Kannon K. Shanmugam
WILLIAMS & CONNOLLY LLP
[e-mail]
Amy Saharia
WILLIAMS & CONNOLLY, LLP
[e-mail]

14

Barry S. Simon
WILLIAMS & CONNOLLY, LLP
[e-mail]

15