Continuing a well established trend and reflecting consistency among the federal courts, at least two federal courts in five months have granted summary judgment for lack of antitrust injury where plaintiffs could not show competition had been injured. The two cases briefed here demonstrate that federal courts require that without any accompanying injury to competition, injury to a competitor will not be enough to show antitrust injury and establish standing to assert a claim under the Sherman Act.

(1)Gulf States Reorganization Group, Inc. v. Nucor Corporation

In Gulf States Reorganization Group, Inc. v. Nucor Corporation,¹ Gulf States Reorganization Group ("GSRG") alleged that defendants' purchase of steel-related assets ("Assets") in a bankruptcy court-supervised auction violated federal antitrust laws. GSRG bid on the Assets in such an auction and lost to Gadsden Industrial Park, LLC ("Park"), one of three named defendants to the action and an affiliate of defendant Casey Equipment Corporation ("Casey"). GSRG alleged that Nucor violated federal antitrust laws by virtue of its involvement with Casey and, in turn, Park, in connection with the purchase of the Assets.

GSRG had previously complained to the Federal Trace Commission about possible antitrust concerns arising from Nucor's alleged involvement in Park's purchase of the Assets. The FTC did not, however, take any action.

Nucor and Casey had a history of doing business together, including the buying and selling of used steel-related equipment, and they entered into an agreement to divide the Assets and split the risk of reselling them. Nucor and Casey described their purchase of the Assets through Park as a "good faith business arrangement" while GSRG contended that the agreement and other facts supported an inference of anti-competitive intent and that Nucor's backing of Park, which competed against GSRG in the bidding process, engendered an illegal anti-competitive effect. Further, GSRG alleged that the defendants' unlawfully excluded GSRG from the market.

(a)Antitrust injury at summary judgment: No antitrust injury where only injury is to a competitor

The court characterized GSRG's lawsuit as "an attempt by a losing bidder to undo its loss in a competitive, free and open bankruptcy auction by exacting treble damages against the winning bidder."² Quoting Associated General Contractors, the court stated that to determine whether a plaintiff has antitrust standing, courts must "evaluate the plaintiff's harm, the alleged wrongdoing by the defendants, and the relationship between them."³ It then noted the two-prong approach adopted by the Eleventh Circuit for determining whether a plaintiff has antitrust injury. Under that approach, a plaintiff must establish that (1) it has suffered antitrust injury; and (2) it is an efficient enforcer of the antitrust laws.⁴

In evaluating whether GSRG suffered antitrust injury, the court applied the long-standing holdings of the Supreme Court on antitrust injury, including Brunswick Corp. v. Pueblo-Bowl-O-Mat,⁵ Cargill v. Monfort,⁶ and Brown Shoe.⁷ The court found factual similarity between the facts at bar and those in Brunswick. Like in Brunswick, where the plaintiffs would have suffered the same identical "loss" but no compensable injury had the acquired bowling centers been refinanced or purchased by another, more "shallow pocket" party, GSRG would have suffered the same identical "loss" and no compensable injury had the Assets been acquired by another party. Taking the evidence in the light most favorable to GSRG, the court found that GSRG was simply the losing bidder at a fair and open bankruptcy court-supervised auction.⁸ Likewise, there was no evidence, the court pointed out, that any of the defendants interfered with GSRG's financing of its bids for the assets, its ability to make bids at earlier auctions or its ability to make higher, conforming bids at the final auction. The court thus determined that GSRG's alleged "injury" did not stem from a reduction or elimination of competition but rather, derived solely from a claim that there was "too much" competition at the auction and, because of that competition, it could not purchase the Assets for the price it was willing to pay, which price was, in fact, below market.⁹

(2)Tri-Gen Inc. v. Int'l Union of Operating Engineers

In a lawsuit decided last January, Tri-Gen Incorporated ("General Drilling") sued International Union of Operating Engineers, Local 150, AFL-CIO ("Local 150") in district court for federal labor and antitrust violations.¹⁰ Local 150 moved for dismissal and summary judgment on all counts. The Seventh Circuit affirmed the district court's order granting Local 150's motion for summary judgment.

Unlike its competitors, General Drilling is a non-union company and was not a signatory of the Northern Illinois Material Producers Agreement ("NIMPA"), a multi-employer association collective bargaining agreement between material producers and Local 150. It was a subcontractor which performed drilling work for Material Service at the latter's limestone quarries in Northern Indiana. Material Service was a signatory of NIMPA. The union made repeated attempts to induce General Drilling to sign NIMPA, advising the company that it was paying wages below those established in the area by the union and threatening to picket at sites where General Drilling performed work to advertise to the public the company's inadequate wages. General Drilling refused to sign NIMPA because it would have "hugely" increased its labor costs.

The union kept Material Service informed of its communications with General Drilling, including copying it on a letter sent to General Drilling that had a note stating "Please review and any support would be appreciated." Upon receiving the letter, Material Service formulated a plan to solicit bids from alternate drillers to avoid interference with its production and sales in the event of picketing. Several months later, Local 150 picketed one of Material Service's quarries where General Drilling was performing work. Material Service immediately terminated General Drilling and replaced it with another drilling company which charged the same rates as General Drilling. General Drilling then brought suit against the union, claiming that the union violated labor law and restrained trade by forcing Material Service into a conspiracy to terminate it so that one or more of the unionized drillers would get the business and that this suppressed price competition in violation of the Sherman Act.

The Seventh Circuit affirmed the lower court's finding that General Drilling did not have antitrust standing because it did not demonstrate consumer injury.¹¹ The court noted that Material Service was the consumer of the drilling services provided by General Drilling and pointed out that it was General Drilling, not Material Services, which brought the lawsuit. It rejected General Drilling's allegation that the injury it suffered as a competitor in the drilling services industry amounted to antitrust injury. The court held that "transfer of business from one company to another without an accompanying effect on competition, cannot be an antitrust violation" because, quoting Brunswick and Seventh Circuit precedent, "the antitrust laws…were enacted for the 'protection of competition, not the competitors.'"¹² Furthermore, General Drilling did not have standing because it did not show that "its loss comes from acts that reduce output or raise prices to consumers."¹³ The consumer, Material Service, was charged the same price by its alternate driller as General Drilling had charged. Likewise, there was no evidence that the claimed conspiracy reduced output in the market.

General Drilling also failed to show antitrust injury when it was unable to demonstrate that it was excluded from the market. It continued to work at other quarries that had not been picketed by the union and, the next year, Material Service twice invited it back to drill at its quarries.

(3)What Gulf States and Tri-gen Tell Us About Antitrust Injury at the Summary Judgment Phase

Both Gulf States and Tri-gen indicate that federal courts are continuing to follow the well-established trend that began with Brunswick and are consistently interpreting "antitrust injury" to mean injury to competition. The courts will grant summary judgment where it has not been shown that a plaintiff has suffered an injury of the type the antitrust laws were intended to prevent. Injury to competitors without any accompanying injury to competition will not suffice. Thus, unless a plaintiff's allegations, if assumed to be true, and its evidence, taken in the light most favorable to it, raise a triable issue of fact that a defendant's conduct has caused injury to the market by increasing prices or reducing output, a plaintiff's Sherman Act claim will not survive summary judgment.

1. No. 1:02-cv-2600-RDP (N.D. Ala., September 30, 2005) ("Gulf States").


2. Id. at 24.


3. Associated Gen'l Contractors of Cal. v. Cal. State Council of Carpenters, 459 U.S. 519, 535 (1983).


4. Gulf States, No. 1:02-cv-2600-RDP at 25.


5. 429 U.S. 477 (1977).


6. 479 U.S. 104, 109 (1986).


7. Brown Shoe Co., Inc. v. U.S., 370 U.S. 294 (1962).


8. Gulf States, No. 1:02-cv-2600-RDP at 8-9.


9. Id. at 26-27.


10. Tri-Gen Inc. v. Int'l Union of Operating Engineers, 433 F.3d 1024 (7th Cir. 2006) ("Tri-gen").


11. Id. at 1031. The court was applying another Seventh Circuit decision, Wigod v. Chicago Mercantile Exchange, 981 F.2d 110, 1515 (7th Cir. 1992).


12. Tri-gen, id.; quoting Brunswick, 429 U.S. at 488 and Midwest Gas Services v. Indiana Gas Co., 317 F.3d 703, 711 (7th Cir. 2003).


13. Tri-gen, id., quoting Stamatakis Industries, Inc. v. King, 965 F.2d 469, 471 (7th Cir. 1992).

Authored by:
Heather M. Cooper
213-617-5457
hcooper@sheppardmullin.com

On February 8, 2006, President Bush signed into law the Digital Television Transition and Public Safety Act of 2005 (the "DTV Act"). The DTV Act contains provisions relating to the nation's transition from analog to digital television broadcasting. Most significantly, the DTV Act establishes February 18, 2009 as the "hard" deadline by which full-power television stations must cease broadcasting analog signals and commence broadcasting exclusively in digital format. Congress previously had set a target date of December 31, 2006 for the end of the transition from analog to digital broadcasting. That date, however, was flexible in that television stations could seek an extension of the deadline, and continue broadcasting in analog format, if less than 85 percent of the households in their respective market had access to the digital broadcast signals (e.g., owned a digital television set or a converter box that would make digital signals viewable on older analog television sets). The DTV Act eliminates the 85 percent extension criteria and establishes February 18, 2009 as the "hard" deadline for turning off analog television signals.

During the transition period before the "hard" deadline, the nation's full-power television stations will continue to broadcast their programming in both analog and digital formats. Such "simulcasting" is viewed as inefficient, however, because television stations require twice as much spectrum to transmit both their analog and digital signals over the air. After the February 18, 2009 "hard" deadline, television stations will transmit only digital signals and will be required to surrender their spectrum previously used for broadcasting their analog signals. In addition, after the "hard" deadline, television stations will broadcast their digital signals only on television channels 2 to 36 and 38 to 51. As a result, the spectrum comprising television channels 52 to 69, which historically has been used for television broadcasting, will be vacated as of the "hard" deadline. The Federal Communications Commission ("FCC") will auction most of this recovered television spectrum for commercial wireless use and will reserve 24 MHz of the spectrum (comprised of former television channels 63, 64, 68, and 69) for public-safety communications. The DTV Act directs the FCC to conduct an auction of the recovered spectrum not reserved for public-safety use by January 28, 2008.

To assist consumers who wish to continue receiving broadcast programming over the air using analog-only television sets not connected to cable or satellite service, the DTV Act authorizes the National Telecommunications and Information Administration (NTIA) to create a digital-to-analog converter box assistance program. Under the program, the NTIA initially is allocated up to $990 million of revenues obtained from the auction of the recovered television spectrum to send by U.S. mail up to two $40 coupons to each U.S. household that requests to participate in the program. The $990 million allocation would fund more than 22 million coupons. If, as the program progresses, it appears that the NTIA will need additional funds, it may certify to Congress the it cannot operate the program without more money, at which point the funds available for the program will increase to $1.5 billion, which would fund an additional 12.5 million coupons. There is no means test or other qualification for consumers to participate in the program. Anyone can request coupons regardless of income or whether the household subscribes to cable, DBS, or other video programming service. Consumers may use the coupons toward the purchase of eligible digital-to-analog converter-boxes. Such boxes, and over-the-air digital televisions in general, can work with the antennas consumers already use in their homes to receive analog over-the-air broadcasts. The DTV Act also permits NTIA to use up to $5 million of the $990 million allocation to educate consumers about the digital television transition and the digital-to-analog converter-box program.

Other provisions of the DTV Act allocate funding to the following programs: (1) up to $1 billion to assist public safety agencies in implementing voice and data communications systems capable of sharing information among local, state and federal agencies; (2) up to $30 million to reimburse New York City area television broadcasters for costs incurred in the construction of replacement digital television facilities following the September 11 terrorist attacks; (3) up to $65 million to convert low-power television and translator stations from analog to digital transmissions; and (4) up to $156 million to create a unified national system capable of alerting the public to natural disasters, man-made accidents, and terrorist incidents, of which $50 million is earmarked for tsunami warning and coastal vulnerability program.

Authored by:
Christopher Tygh
202-218-6876
ctygh@sheppardmullin.com

Tying is the sale of one product which the buyer wants (the "tying" product") on the condition that the buyer purchase a second product (the "tied" product) which the buyer either does not want or would prefer to purchase elsewhere. When certain prerequisites are satisfied, tying is per se illegal under the antitrust laws. One of those prerequisites is that the seller have market power over the tying product. Several Supreme Court decisions, including Loew's v. United States, 371 U.S. 38 (1962), held this market power was presumed when the tying product was patented or copyrighted. In Illinois Tool Works, Inc. v. Independent Ink, Inc., 506 U.S. ___ (March 1, 2006), however, the Supreme Court in an 8-0 decision held that this market power presumption was invalid, and that plaintiffs in tying cases involving patented or copyrighted products must prove market power as is necessary in cases involving the tying of nonpatented products.

The decision was not unexpected, as many commentators, lower courts, and federal enforcement authorities had criticized Loew's and recognized that, since there are close substitutes for many patented products, patents may convey little, if any, market power. See, e.g., 1995 DOJ/FTC Guidelines for the Licensing of Intellectual Property, § 2.2 ("Agencies will not presume that a patent, copyright or trade secret necessarily confers market power … there will often be sufficient actual or potential close substitutes … to prevent the exercise of market power"). As it did in the recent Volvo decision involving price discrimination, however, the Court went beyond its holding and reiterated its view that some tying arrangements may serve legitimate purposes and be pro-competitive. The Court also rebuffed attempts to retain the market power presumption but make it rebuttable, or limit it to situations where the tying arrangement involves the purchase of unpatented goods over a period of time rather than the simultaneous purchase of two products. While Loew's was not expressly overruled, the Court cited it with disapproval twice and it may well have passed into the antitrust dustbin.

The tying arrangement at issue in Independent Ink was straightforward. The tying product was a patented ink jet printhead for printers and the tied product was a specially designed but unpatented ink used in printers incorporating the printhead. The defendant required the printer manufacturers purchasing its printhead to also buy its ink. Plaintiff had developed an ink with the same chemical composition as that sold by defendant, but found itself foreclosed by defendant's tie from selling such ink to the manufacturers.

In the trial court plaintiff relied solely on the presumption arising from the patent to show market power, and eschewed any attempt to show the absence of substitutes or market power in the traditional sense. The District Court granted defendant's summary judgment motion, emphasizing that, despite Loew's and other Supreme Court cases, more recent cases had rejected the presumption. 210 F. Supp. 2d 1155 (C.D. Cal. 2002). The Federal Circuit, however, reversed. 396 F. 3d 1342 (Fed. Cir. 2005). In an opinion that almost seemed to invite certorari, it held the Supreme Court authority was controlling despite contrary decisions in the lower courts and withering criticism from many commentators.

Justice Stevens, writing for a unanimous court, stated that the market power presumption had its basis in the patent misuse doctrine and migrated to antitrust due to the Court's "strong disapproval" of tying arrangements as evidenced by such decisions as Loew's and International Salt Co. v. United States, 332 U.S. 392 (1947). He then stated, however, that this disapproval had "substantially diminished" citing the Court's more recent decisions in United States Steel Corp. v. Fortner Enterprises, 429 U.S. 610 (1977) and Jefferson Parish Hospital Dist. No. 2 v. Hyde, 466 U.S. 2 (1984). Jefferson Parish rejected the application of the per se rule to all tying arrangements emphasizing that only where the seller has the ability to "force the purchaser to do something that he would not do in a competitive market" should the per se rule apply. Justice O'Connor's concurring opinion in Jefferson Parish questioned the propriety of treating any tying arrangement as per se illegal. She also questioned the validity of the market power presumption arising from patents observing it was actually a product of patent misuse cases, not antitrust jurisprudence.

Patent misuse is a defense to a royalty or infringement claim where the patentee has engaged in certain conduct, such as tying, that constitutes misuse. Four years after Jefferson Parish was decided, Congress amended the Patent Act to narrow the definition of tying insofar as it constituted patent misuse. It limited misuse tying to situations where "the patent owner has market power in the relevant market for the patent or patented product on which the license or sale is conditioned." 35 U.S.C. § 271(d)(5). In the Court's view, this amendment eliminated the market power presumption in the misuse context, and so the same result should follow in the antitrust context. Thus, it concluded that patent or copyright tying arrangements should be evaluated under the standards of Fortner and Jefferson Parish rather than Loew's.

While the full impact of Independent Ink remains to be seen, it will change the playing field for ties involving intellectual property, and for the licensing of copyrighted products such as movies and books. The traditional market power threshold for tying outside the intellectual property area, derived from Jefferson Parish, is above 30 per cent of the market. Jefferson Parish, 466 U. S. at 26-29 (market share of 30 per cent did not demonstrate the requisite market power). This standard will now be applied to cases involving patented or copyrighted products. In the intellectual property arena, where the technology that defines markets moves at warp speed, 30 per cent is a high threshold. Independent Ink also further evidences the Court's retreat from its earlier hostility to tying arrangements, and underscores its recognition that tying may be pro-competitive in some cases. While the Court did not abandon the per se rule for tying, it took another step in that direction. The combination of the high market share threshold and the continuing trend towards recognizing the legitimacy of tying arrangements may result in the increased use of tying in marketing and distribution of products by many businesses.

Authored by:
Carlton A. Varner
213-617-4146
cvarner@sheppardmullin.com

In 2006, the Federal Trade Commission ("FTC") approved the merger of Seagate and Maxtor while, a few months prior in 2005, Antitrust Division of the Department of Justice ("DOJ") approved the merger of WebCT and Blackboard, neither issuing a second request for information. In both cases, the two merging firms had sufficiently high market shares that most analysts expected at least a second request, if not some call for divestitures. Yet, the DOJ and the FTC did not issue a second request, much less initiate a suit to block the merger, proving that high market shares do not always guarantee second requests.

On October 12, 2005, Blackboard announced that it would acquire WebCT for $180 million. Both of the companies produced Course Management Software ("CMS"), which enables universities and colleges to place critical academic information, such as taped classes, class registration, and grades, on the Internet, allowing students to access and professors and administrators to update the information more conveniently. Blackboard held the lion's share of the market, controlling approximately 54% of the market, while WebCT had approximately 27% of the market, meaning that Blackboard would acquire 81% of the market through the acquisition, giving it a potential monopoly. Although smaller players, such as Desire2learn, Jenzabar, Angel Learning, and ConcordUSA also served the CMS market, they tended to focus on smaller institutions, meaning that their ability to compete with Blackboard and WebCT for larger contracts was questionable. Larger database companies, such as Oracle and SAP, did not have a proven product, meaning that colleges and universities could be wary of ordering a product without having it first evaluated by other institutions.

Despite these high market shares, the DOJ did not issue a second request to investigate the merger. Although the DOJ had defined a narrow market when litigating Oracle's purchase of Peoplesoft, limiting the market by function and customer, in this case the DOJ found that CMS was not sufficiently different from other types of software that other companies could not make it or could not scale up current versions of software designed for smaller institutions. In addition, the DOJ may have looked at the fact that 59% of higher educational institutions did not use any CMS suite, indicating that the software competed against traditional methods of course distribution and non-academically oriented suites.

One month after the DOJ cleared Blackboard's purchase of WebCT, Seagate and Maxtor, two hard drive manufacturers, announced that they had entered into a merger agreement. Seagate and Maxtor had large shares of the worldwide hard drive markets, with Seagate selling 30% of the hard drives in 2005, while Maxtor sold 20%, for a combined share of 50%, although Seagate would control upwards of 60% of the market for hard drives used in enterprise servers and desktop computers. The next largest competitor, Western Digital, had approximately 15% of the overall market.

The FTC did not issue a second request to investigate the transaction, despite the high market shares. Part of the explanation may be found in the dynamics of the hard drive market, where the final manufacturers have a great deal of influence over the design of the inputs. For example, Maxtor had 75% of the market for hard drives for consumer electronics in 2003. The next year, however, Seagate and Western Digital entered the market with their own products, and Maxtor's share dropped to 30% by the end of 2004. In the overall consumer electronics hard drive market, Maxtor's share dropped to 8%, because it did not produce a 1'' or 2.5'' drive, which became increasingly important as products continued to decrease in size. Although the production of hard drives requires enormous capital investments along with substantial technical expertise, the FTC must have found that the final equipment manufacturers had sufficient market power and that a sufficient number of companies had the hard drive manufacturing capability to make an attempt at exercising market power potentially fatal. Finally, the FTC may have noted that the hard drive market, far from enjoying price stability, faced constant price decreases even as quality increased, leading to the conclusion that the market was very competitive.

DOJ's approval of Blackboard's purchase of WebCT and the FTC's approval of Seagate's purchase of Maxtor could be seen as a sign that the agencies have backed off aggressive merger enforcement. However, the more logical explanation may be that both agencies seriously consider the threat of entry as a deterrent to market power abuse, particularly in markets that have demonstrated past pricing pressure or which are niche segments of an overall market with many larger competitors. Going forward, merging companies with potential problems from high market shares should emphasize present and potential competitors in broad product markets going into an investigation, rather than waiting for the agencies to raise concerns.

Authored by:
Christopher Bowen
202-772-5384
cbowen@sheppardmullin.com

According to the European Commission's latest Report on European Electronic Communications Regulation and Markets, which was released on February 20, telecom operators in Europe are investing in new technologies to cut costs and seize new opportunities opened up by the convergence of communication networks, media content and devices. The Commission confirmed that growing competition, especially in telecom retail markets, is bringing increased consumer benefits and the positive outlook for innovation and investment within Member States and across Europe.

This latest report of the EU's telecom markets takes a snapshot of the situation in the electronic communications sector prior to a scheduled review of the EU telecoms framework established in 2002. The report describes the latest market developments mainly in broadband, cellular and fixed-line services, and the overall regulatory environment. Viviane Reding, European Commissioner for Information Society and Media, stated: "My objectives in this review process are strengthening investment through infrastructure-based competition; promoting innovation through openness of the rules for new technologies; and completing the single market by making the application of EU rules more consistent across the 25 Member States and by encouraging cross-border communication services."

The report explains that competition is already delivering substantial consumer benefits, especially in the European broadband and mobile services sectors. Broadband, in particulars, has seen significant growth, with a rise of almost 20 million subscriptions to 53 million. Mobile phone penetration has now reached almost 93%, and exceeded 100% in eight Member States. The report confirms that some Member States have now introduced virtually all the national laws and regulatory practices required to implement EU telecom rules, and the remainder have made substantial progress.

In stark contrast, the Commission announced on February 16, that it would pursue investigations under EC Treaty antitrust rules into specific cases of closing off gas and electricity markets by means of long-term downstream contracts and restricting access to gas and electricity transport infrastructure and storage capacity. The Commission will also consider competition and regulatory remedies to a number of other serious "malfunctions" in the energy sector that were confirmed in a report on the findings of an energy sector inquiry launched in June 2005. European Competition Commissioner, Neelie Kroes, said: "We will act decisively to remedy the serious malfunctions identified on the energy market in order to uphold the interests of European consumers and industry and to help Europe become more competitive."

The report alleges six main areas of electricity and gas market failure: (i) Wholesale markets generally maintain the high level of concentration of the pre-liberalization period, creating scope for incumbent European operators to raise prices; (ii) consumers are denied choice due to the difficulties for new suppliers to enter the markets; (iii) insufficient separation of infrastructure and supply functions prevents new entrants from reaching the end consumer; (iv) there is no significant cross-border competition because new entrants in gas are unable to secure transit capacity on key routes and integration in electricity is hampered by insufficient inter-connector capacity and long-term capacity reservations; (v) new entrants cannot get the information they need to compete effectively, and this lack of transparency benefits incumbents and undermines new entrants; and (vi) prices are often not determined on the basis of effective competition, and many electricity users distrust the way prices are set.

Merger activity is identified as a major problem, and the Commission emphasizes the importance of effective scrutiny of future energy deals under the EU's merger regulation. While each merger transaction is assessed according to its own terms, the current market investigation identifies the most relevant criteria, and the most efficient remedies in a given market situation. The Commission also suggests that the rules of the EU Merger Regulation may have to be reviewed, and amended, in order to avoid inconsistencies in the outcomes of merger cases notified to individual Member States. This is a direct reference to the possible creation of national energy champions in individual countries, such as would be created by the potential merger of Spain's leading electricity and gas companies, Endesa and Gas Natural. The proposed deal lacked sufficient European dimension to be notified to the European Commission, and was approved by the Spanish Government which overruled its own national antitrust agency's recommendation to prohibit the merger.

Neelie Kroes, and her antitrust team at the Commission, is using its wide array of legal powers to support the European Commission's wider economic reform agenda. While many structural reforms have to be enforced at the national level, the EU antitrust regime provides some powerful tools to combat inefficient and anticompetitive behavior in the EU which faces slow growth, lasting budget deficits, high unemployment, poor productivity and aging populations. As Ms. Kroes stated late last year: "Getting Europe back on the right economic track has to be our top priority."

Authored by:
Neil Ray
415-774-3269
nray@sheppardmullin.com