Proposed Order Joint Stipulation and [Proposed] Order — United States v. Visa Inc. and Plaid Inc. (Dkt. 57.6)

Summary

Joint Stipulation and [Proposed] Case Management Order submitted by Plaintiff United States of America and Defendants Visa, Inc. and Plaid Inc. in United States v. Visa Inc. and Plaid Inc., No. 4:20-cv-07810-JSW, U.S. District Court for the Northern District of California, Doc. 57-6. The caption shows a date of December 18, 2020 and the signature blocks are dated December 11, 2020. The parties ask the Court to adopt the non-disputed provisions as the Case Management Order and to resolve the disputed provisions, which include an investigative file dispute and a privilege dispute. It bears the /s/ signatures of John R. Read, Steven C. Sunshine and Jonathan M. Jacobson.

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                          JOINT STIPULATION AND [PROPOSED] CASE MANAGEMENT ORDER 
Case No. 4:20-cv-07810-JSW 
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UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 
OAKLAND DIVISION 
UNITED STATES OF AMERICA, 
 
Plaintiff 
 
 
v. 
 
 
VISA INC. and PLAID INC., 
 
                                 Defendants. 
 
 
Case No.: 4:20-cv-07810-JSW 
 
JOINT STIPULATION AND 
[PROPOSED] CASE 
MANAGEMENT ORDER  
 
Date:  December 18, 2020 
Time: 11 a.m. 
Judge: Hon. Jeffrey S. White 
 
 
Plaintiff United States of America and Defendants Visa, Inc. and Plaid Inc. hereby submit 
this JOINT STIPULATION AND [PROPOSED] CASE MANAGEMENT ORDER.  As set forth 
in the concurrently filed Joint Case Management Statement, the parties respectfully request that 
the Court adopt the non-disputed provisions of this Joint Stipulation and [Proposed] Order as the 
Case Management Order in this case and, as to disputed provisions (indicated herein in italics), 
request that the Court resolve the disputes. 
 
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IV. 
MOTIONS 
B.  
Investigative File Dispute [DISPUTED] 
1.  Plaintiff’s Position 
The United States will produce documents in its investigative file that are responsive to 
Defendants’ First Request for Production of Documents to Plaintiff United States, dated 
December 1, 2020, in accordance with the protective order entered by the Court (Dkt. 49) and 
the time for issuing, objecting and responding to discovery set forth in this Order.  
2.  Visa’s Position 
Plaintiff will produce its investigative file to Defendants immediately. 
C.  
Privilege Dispute [DISPUTED] 
1.  Plaintiff’s Position 
As part of its pre-complaint Investigation, the United States served Visa with compulsory 
process.  In response, Visa withheld certain responsive documents related to work performed by 
a third-party consultant, Bain & Company, concerning Visa’s pricing strategy and competition 
in the markets alleged in the Complaint on the grounds of work product and attorney-client 
privilege.  The United States disagrees that these documents are privileged or subject to work-
product protection, and also believes that any privileges have been waived.  The United States 
served its First Request for Production of Documents on Defendant Visa in this litigation seeking 
production of these documents on December 3, 2020.  This issue is ripe for adjudication.  The 
United States may file a motion to compel production of these documents without waiting for the 
time for Visa to respond or object to the document request to pass and without undertaking a 
new meet-and-confer process.  Any motion brought by the United States on this subject will 
briefed pursuant to the following expedited schedule and page limits: initial brief (15 pages), five 
days for opposition (15 pages), and two days for reply (10 pages).  The United States intends 
expeditiously to file a motion to compel production of these documents. 
2.  Visa’s Position 
Visa maintains that the documents sought are protected by the attorney-client privilege 
and/or work product protections and therefore were properly withheld.  Although the United 
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States only recently served Visa a request for discovery in this litigation, Visa does not object to 
resolution of this dispute on an expedited basis.  Visa suggests the following schedule for 
resolution of this dispute:  Visa will respond to the discovery request on an expedited basis, then 
meet and confer with the United States within 3 business days, after which the United States may 
file its initial brief.  The United States’ initial brief is limited to five pages; Visa’s opposition 
brief is due five days after the opening brief and is limited to five pages; and no reply brief is 
permitted. 
VI. 
EVIDENCE PRESERVATION 
The parties have reviewed the Guidelines Relating to the Discovery of Electronically 
Stored Information and have met and conferred pursuant to Federal Rule of Civil Procedure 26(f) 
regarding reasonable and proportionate steps taken to preserve evidence relevant to the issues 
reasonable evidence in this action.  The parties agree that the following categories of ESI need 
not be preserved: 
(1)  
documents sent solely between outside counsel for the Parties (or 
persons employed by or acting on behalf of such counsel) or solely 
between counsel of the United States (or persons employed by the 
United States Department of Justice); 
(2)  
voicemail messages, except in the case where they are contained within the 
Parties’ or Division’s e-mail systems; 
(3)  
e-mail or other electronic messages sent to or from a personal digital assistant or 
smartphone (e.g., iPhone), provided that a copy of such e-mail or message is 
routinely saved and preserved elsewhere for potential production in discovery; 
(4)  
other electronic data stored on a personal digital assistant or smartphone, such as 
calendar or contact data or notes, provided that a copy of such information is 
routinely saved and preserved elsewhere for potential production in discovery; 
(5) 
temporary or cache files, including Internet history, web browser cache, and 
cookie files, wherever located; and 
(6) 
 server, system, or network logs. 
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VII. 
DISCLOSURES 
Defendants served initial disclosures under the Federal Rules of Civil Procedure 26(a)(1) 
on November 27, 2020.  The United States will serve initial disclosures on December 17, 2020, 
fourteen days after the Parties’ Rule 26(f) Conference, as required by Rule 26(a)(1)(C).  Visa 
shall supplement its initial disclosures to identify third parties no later than three days after 
receipt of DOJ’s Investigative File. 
VIII. DISCOVERY 
B.  
Production of Documents and ESI 
The Parties shall produce all documents and Electronically Stored Information (ESI) in 
accordance with the Department of Justice’s Standard Specifications for Production of ESI, 
except when producing documents and ESI received from non-parties.  Should either party issue 
any document subpoena on non-parties, the instructions in that subpoena shall conform with the 
above instructions on ESI.  
C.  
Proposed Discovery Plan 
The Parties have met and conferred regarding a proposed discovery plan and agree on the 
following: 
1.  
Definitions 
For purposes of this Order, “Party” means the Antitrust Division of the U.S. Department 
of Justice, Defendant Visa Inc, or Defendant Plaid Inc. 
2.  
Discovery of Confidential Information   
Discovery and production of confidential information will be governed by the Protective 
Order entered by the Court in this action.  When sending discovery requests, notices, and 
subpoenas to non-parties, the Parties must include copies of any Protective Orders then in effect. 
3.  
Timely Service of Fact Discovery and Supplemental Discovery   
All discovery, including discovery served on non-parties, must be served in time to 
permit completion of responses by the close of fact discovery, except that Supplemental 
Discovery must be served in time to permit completion of responses by the close of 
Supplemental Discovery.  For purposes of this Order, “Supplemental Discovery” means 
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document and deposition discovery, including discovery served on non-parties, related to any 
person identified on a side’s final trial witness list who was not identified on that side’s 
preliminary trial witness list (including document and deposition discovery related to entities 
related to any such person).  Depositions that are part of Supplemental Discovery must be 
noticed within 3 days of exchanging the final trial witness lists. 
4.  
Subpoenas   
A Party may serve a subpoena of the type described in Federal Rule of Civil Procedure 
45(a)(4) upon serving the other Parties a notice and a copy of the subpoena.  The Parties agree to 
accept electronic service (by email) of a notice and copy of the subpoena. 
5.  
Written Discovery on Parties   
a.  
Document Requests   
There is no pre-determined limit on the number of requests for the production of 
documents that may be served by the Parties, but any requests must be proportional to the needs 
of the case as required by Federal Rule of Civil Procedure 26(b)(1).  The Parties must serve any 
objections to requests for productions of documents within 7 business days after the requests are 
served.  Within 2 business days of service of any objections, the Parties must meet and confer to 
attempt to resolve any objections and to agree on custodians to be searched.  Responsive 
productions (subject to any objections or custodian issues that have not been resolved) must be 
made on a rolling basis and must begin no later than 21 days after service of the request for 
production.  The Parties must make good-faith efforts to complete responsive productions no 
later than 28 days after service of the request for production, except for documents reasonably 
withheld for privilege but later determined not to be privileged which will be produced 30 days 
after the service of the request for production, and responsive productions must be completed no 
later than 14 days after resolution of objections and custodian issues.  Notwithstanding any other 
part of this paragraph, in responding to requests for production of documents that are part of 
Supplemental Discovery, the Parties must (i) serve any objections to such requests for production 
of documents within 3 business days after the requests are served; (ii) make responsive 
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productions (subject to any objections or custodian issues that have not been resolved) on a 
rolling basis; (iii) begin such productions no later than 7 days after the requests are served; and 
(iv) complete such productions no later than 7 days after resolution of objections and custodian 
issues. 
b.  
Data Requests   
In response to any requests for data or data compilations, the Parties will meet and confer 
in good faith regarding the requests.  Throughout the meet-and-confer process, the Parties will 
work in good faith to complete production of data or data compilations no later than 28 days 
after service of the requests for production. 
c.  
Interrogatories   
Interrogatories are limited to 10 (including discrete subparts) by the United States to each 
Defendant and to 10 (including discrete subparts) by Defendants collectively to the United 
States.  The Parties must serve any objections to interrogatories within 7 business days after the 
interrogatories are served.  Within 2 business days of service of any objections, the Parties must 
meet and confer to attempt to resolve the objections.  The Parties must make good-faith efforts to 
provide complete answers to interrogatories no later than 28 days after service of the 
interrogatories.   
d.  
Requests for Admission   
Requests for admission are limited to 5 by the United States to each Defendant and to 5 
by Defendants collectively to the United States.  Requests for admission relating solely to the 
authorship, authentication, or admissibility of documents, data, or other evidence (which are 
issues that the Parties must attempt to resolve initially through negotiation) do not count against 
these limits.  Unless otherwise agreed, the Parties must respond in writing to requests for 
admissions within 21 days after service. 
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e.  
Internal Memoranda   
The Parties agree that neither the Defendants nor the United States must preserve or 
produce in discovery internal memoranda that were not directly or indirectly furnished to any 
non-Party authored by Defendants’ outside counsel (or persons employed by or acting on behalf 
of such counsel) or by counsel for the United States (or persons employed by the United States 
Department of Justice).  The Parties will neither request, nor seek to compel, production of any 
interview notes, interview memoranda, or a recitation of information contained in such notes or 
memoranda, except for such material relied upon by a testifying expert and not produced in 
compliance with Section VIII(C)(13). 
6.  
Written Discovery on Non-Parties   
Each party must serve a copy of any discovery request to a non-party on the other side at 
the same time as the discovery request is served on the non-party.  Every discovery request to a 
non-party shall include a cover letter requesting that (a) the non-party Bates-stamp each 
document with a production number and any applicable confidentiality designation prior to 
producing it; and (b) the non-party provide to the other side copies of all productions at the same 
time as they are produced to the requesting party.  Each party requesting the discovery shall also 
provide to the other side copies of all written correspondence with the non-party concerning the 
non-party’s response to or compliance with the discovery request (including any extensions, 
postponements or modifications) within 48 hours of the correspondence.  If a non-party fails to 
provide copies of productions to the other side, the requesting Party shall provide copies to the 
other Party, in the format the productions were received, within 3 business days after receipt of 
such materials from the non-party.  In addition, if a non-party produces documents or 
electronically stored information that are not Bates-stamped, the Party receiving those materials 
must produce to the other Parties a copy of such materials with Bates stamps within a timeframe 
appropriate to the volume and complexity of the materials received. 
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7.  
Depositions   
The United States is limited to 30 depositions of fact witnesses, and the Defendants 
collectively are limited to 30 depositions of fact witnesses, including depositions taken for the 
sole purpose of establishing the admissibility of documents produced by any Party or non-party.  
Each deposition of a Party to be taken under Federal Rule of Civil Procedure 30(b)(6) counts as 
one deposition, regardless of the number of witnesses produced to testify on the matters for 
examination in that deposition.  The following depositions do not count against the deposition 
caps imposed by the preceding sentence:  (a) depositions of any persons identified on a side’s 
preliminary or final trial witness list, if that witness has not already been deposed in this 
litigation;  (b) depositions of the Parties’ designated expert witnesses; (c) depositions taken in 
response to Civil Investigative Demands; and (d) depositions taken for the sole purpose of 
establishing the location or authenticity of documents produced by any Party or non-party, 
provided that such depositions may be noticed only after the Party taking the deposition has 
taken reasonable steps to establish location, or authenticity through other means, and further 
provided that such depositions must be designated at the time that they are noticed as being taken 
for the sole purpose of establishing the location or authenticity of documents.   
Parties will make witnesses available for deposition during fact discovery upon 14 days’ 
notice, but will in good faith use best efforts to schedule depositions within 7 days after receiving 
notice.  During supplemental discovery, Parties will make witnesses available for deposition 
within 5 days after receiving notice, but will in good faith use best efforts to schedule depositions 
within 3 days after receiving notice.  During supplemental discovery, if a deposition is noticed 
within 3 days of exchanging the final trial witness lists, Parties must make the witness available 
for deposition no later than the close of supplemental discovery.  In light of the COVID-19 
pandemic, Parties will make their employees available for video depositions upon the request of 
any Party.  Parties agree that taking video depositions of third-party witnesses is appropriate. 
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If a Party serves on a non-party a subpoena for the production of documents or 
electronically stored information and a subpoena commanding attendance at a deposition, the 
Party serving those subpoenas must schedule the deposition for a date at least 10 business days 
after the return date for the document subpoena.  In the event that an opposing Party serves a 
separate subpoena on the same non-party and causes the date of production for that second 
document subpoena to result in fewer than 3 business days between that production date and the 
date scheduled for that non-party’s deposition, the originally noticing Party may at its sole 
discretion postpone the date scheduled for the deposition for up to 3 business days following the 
second production date.  
Depositions of fact witnesses are limited to no more than one (7-hour) day unless 
otherwise stipulated.  During non-party depositions, the non-noticing side will receive at least 
two hours of examination time.  If a non-party deposition is noticed by both sides, then time will 
be divided equally between the sides.  Any time allotted to one side not used by that side in a 
non-party deposition may not be used by the other side, unless the side that does not use all of its 
allotted time agrees to allow the other side to use the remaining time.  Notwithstanding any other 
provisions in this paragraph, if the United States notices the deposition of a non-party (including 
an employee of a non-party) to or with which a Defendant has made an offer, commitment, or 
agreement (including an agreement to divest or license assets) to attempt to address the United 
States’ concerns about the Planned Transaction, then the United States will receive 7 hours of 
examination time for the deposition.  Any Party may further depose any person whose deposition 
was taken pursuant to a Civil Investigative Demand, and the fact that such person’s deposition 
was taken pursuant to a Civil Investigative Demand may not be used as a basis for any Party to 
object to that person’s deposition.  Depositions taken of Party witnesses pursuant to Civil 
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Investigative Demands will be deemed depositions taken pursuant to the Federal Rules of Civil 
Procedure for the purposes of use at trial and subject to the same treatment under the Federal 
Rules of Civil Procedure and Federal Rules of Evidence.  Depositions taken of non-Party 
witnesses pursuant to Civil Investigative Demands may not be used at trial except for 
impeachment subject to the Federal Rules of Civil Procedure and Federal Rules of Evidence. 
8.  
Discovery from Agencies Within the Executive Branch  
Defendants may not seek discovery from any agency within the executive branch of the 
federal government (including any employee of any such agency), other than the Department of 
Justice and the Consumer Financial Protection Bureau (“CFPB”).  From entry of this Order until 
the conclusion of trial, Defendants may not submit requests under the Freedom of Information 
Act to any agency within the executive branch of the federal government other than the 
Department of Justice and CFPB for the purpose of assisting the defense of this litigation and 
may not take any steps to obtain responses to previously submitted requests for the purpose of 
assisting the defense of this litigation. 
9.  
Evidence from a Foreign Country [DISPUTED] 
a.  
Plaintiff’s Position 
Before either side may offer documentary or testimonial evidence from an entity or 
person located in a foreign country, the other side must be afforded an opportunity by the entity 
or person (or both, when applicable) to obtain documentary and deposition testimony. 
b.  
Defendants’ Position. 
Before either side may offer documentary or testimonial evidence from an entity or 
person located in a foreign country, the other side must be afforded an opportunity by the entity 
or person (or both, when applicable) to obtain deposition discovery.  Neither side will use an 
inability to obtain discovery compliant with the Federal Rules of Civil Procedure as a reason to 
object to the introduction of evidence from an entity or person located in a foreign country.  The 
Parties agree that either side may offer into evidence documents obtained from an entity or 
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person located in a foreign country through informal document discovery, if the informal 
discovery is reciprocal.  
10. 
Privilege Logs   
The Parties agree that the following privileged or otherwise protected communications 
may be excluded from privilege logs:  (1) documents or communications sent solely between 
outside counsel for the Defendants (or persons employed by or acting on behalf of such counsel); 
(2) documents or communications sent solely between counsel for the United States (or persons 
employed by the United States Department of Justice); (3) documents or communications sent 
solely between counsel for the United States (or persons employed by the United States 
Department of Justice) and counsel for any state (or persons employed by any the office of the 
attorney general of any state); (4) documents or communications sent solely between outside 
counsel for either Defendant and inside counsel for either or both Defendants; (5) documents or 
communications sent solely between counsel for the United States (or persons employed by the 
United States Department of Justice); (6) privileged draft contracts; (7) draft regulatory filings; 
(8) non-responsive, privileged documents attached to responsive documents; and (9) privileged 
documents or communications solely about this litigation sent on or after November 5, 2020 (the 
date the Complaint was filed) (a) between outside or inside counsel for the Defendants (or 
persons employed by or acting on behalf of such counsel) and either or both Defendants; and (b) 
between outside or inside counsel for a Defendant and employees of that Defendant.  When non-
responsive, privileged documents that are attached to responsive documents are withheld from 
production, however, the Parties will insert a placeholder to indicate a document has been 
withheld from that family and that document must be logged in the Party’s privilege 
log.  Privilege logs will comply with Fed. R. Civ. P. 26(b)(5).     
11. 
Inadvertent Production of Privileged or Work-Product Documents or 
Information   
As authorized by Federal Rule of Evidence 502(d), the production of a document or 
information subject to a claim of attorney-client privilege, work-product immunity, or any other 
privilege or immunity under relevant federal case law and rules (“Produced Privileged Material”) 
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does not waive any claim of privilege, work product, or any other ground for withholding 
production to which the Party producing the documents or information otherwise would be 
entitled, provided that (a) the production was inadvertent; (b) the Party producing the documents 
or information used reasonable efforts to prevent the disclosure of documents or information 
protected by the attorney-client privilege, work-product immunity, or any other privilege or 
immunity; and (c) the Party producing the documents or information promptly took reasonable 
steps to rectify the error, including following Federal Rule of Civil Procedure 26(b)(5)(B). 
A Party or Person claiming privilege or other protections for Produced Privileged 
Material must within three (3) days of learning of the production of such material notify in 
writing any and all Receiving Parties that received the Produced Privileged Material and provide 
sufficient information to the Receiving Party regarding the asserted privileges, in the form of a 
privilege log as outlined in Rule 26(b)(5) of the Federal Rules of Civil Procedure.  Alternatively, 
if a Receiving Party discovers a document that it believes to be Produced Privileged Material, the 
Receiving Party will promptly notify the Designating Party of what it believes to be the 
Produced Privileged Material.  No Receiving Party will be found in violation of this Order for 
failing to recognize Produced Privileged Material. 
After discovering or being notified of Produced Privileged Material, any Receiving Party 
may not use or disclose the inadvertently Produced Privileged Material in any way until the 
claim is resolved, and must take reasonable steps to retrieve the material if the Receiving Party 
disclosed it before being notified of or discovering the inadvertent production.  In addition, 
within five (5) calendar days of discovering or being notified of Produced Privileged Material, 
any Receiving Party must return, sequester, or destroy the specified material and any copies.  
The Designating Party must retain a copy of the material until the resolution or termination of 
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this Action.  A Party may move the Court for an order compelling production of the material and 
present the information to the Court under seal for a determination of the claim.  Any submission 
of privileged material for in camera review shall not constitute a waiver of any applicable 
material. 
Nothing in this Order overrides any attorney’s ethical responsibilities to refrain from 
examining or disclosing materials that the attorney knows or reasonably should know to be 
privileged and to inform that Party or Person that produced the materials of such occurrence. 
This Order is not intended to impose on a Party a waiver of its rights to review its 
documents for privilege or any other reason (including to identify non-responsive documents) 
and the existence of this Order cannot be used to compel a Party to produce documents without 
review.  Moreover, this Order does not mean that the cost of review should not be considered in 
whether any particular discovery is proportionate (i.e., that the benefit of the discovery is not as 
great as the cost of said discovery including review). 
12. 
Presumptions of Authenticity  
Documents produced by Parties and non-parties from their own files will be presumed to 
be authentic within the meaning of Federal Rule of Evidence 901.  Any good-faith objection to a 
document’s authenticity must be provided with the exchange of other objections to intended trial 
exhibits.  If the opposing side serves a specific good-faith written objection to the document’s 
authenticity, the presumption of authenticity will no longer apply to that document and the 
Parties will promptly meet and confer to attempt to resolve any objection.  Any objections that 
are not resolved through this means or the discovery process will be resolved by the Court. 
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13. 
Expert Witness Disclosures and Depositions.   
Expert disclosures, including each side’s expert reports, must be conducted in accordance 
with the requirements of Federal Rule of Civil Procedure 26(a)(2) and 26(b)(4), except as 
modified by this paragraph. 
(a) 
Neither side must preserve or disclose, including in expert deposition testimony, 
the following documents or information:  
(i) 
any form of oral or written communications, correspondence, or work 
product not relied upon by the expert in forming any opinions in his or her 
final report shared between:  
(A) 
the expert and any persons assisting the expert;  
(B) 
any Party’s counsel and its expert(s), or between any agent or 
employee of Party’s counsel and the Party’s expert(s);  
(C) 
testifying and non-testifying experts;  
(D) 
non-testifying experts; or  
(E) 
testifying experts;  
(ii) 
expert’s notes, except for notes of interviews participated in or conducted 
by the expert, if the expert relied upon such notes in forming any opinions 
in his or her final report;  
(iii) 
drafts of expert reports, affidavits, or declarations; and  
(iv) 
data formulations, data runs, data analyses, or any database-related 
operations not relied upon by the expert in forming any opinions in his or 
her final report.  
(b) 
The Parties agree that the following materials will be disclosed at the same time 
that each final expert report is served: 
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(i) 
A list by bates number of all documents relied upon by the testifying 
expert(s) in forming any opinions in his or her final reports; 
(ii) 
copies of all materials relied upon by the expert in forming any opinions in 
his or her report that were not previously produced and that are not readily 
available publicly;  
(iii) 
a list of all publications authored by the expert in the previous 10 years; 
(iv) 
copies of all publications authored by the expert in the previous 10 years 
that are not readily available publicly;  
(v) 
a list of all other cases in which, during the previous 4 years, the expert 
testified at trial or by deposition, including tribunal and case number; and  
(vi) 
for all calculations appearing in the final report(s), all data and programs 
underlying the calculations, including all programs and codes necessary to 
replicate the calculations from the initial (“raw”) data files, and the 
intermediate working-data files that are generated from the raw data files 
and used in performing the calculations appearing in the report and a 
written explanation of why any observations in the raw data were either 
excluded from the calculations or modified when used in the calculations.  
Each expert will be deposed for only one (7-hour) day, with all 7 hours reserved for the 
side noticing the expert’s deposition.  Depositions of each side’s experts will be conducted only 
after disclosure of all expert reports and all of the materials identified in Paragraph 13(b) for all 
of that side’s experts.  
XVII. SCHEDULING  
A. 
Proposed Schedule  [DISPUTED] 
The Parties propose the following schedules: 
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Event 
Plaintiffs’ 
Proposed Dates 
Defendants’ 
Proposed Dates 
Fact discovery begins 
On the Court’s 
entry of the 
proposed Case 
Management 
Order 
December 3, 
2020 (the date of 
the final meet and 
confer on Rule 
26(f) issues) 
Answers to Complaint due 
N/A 
November 27, 
2020 
The United States serves Rule 26(a)(1) Initial 
Disclosures 
December 17, 
2020 
December 17, 
2020 
Defendant Visa to supplement Rule 26(a)(1) 
Initial Disclosures 
3 days after 
receipt of 
Plaintiffs’ 
Investigative File 
3 days after 
receipt of 
Plaintiffs’ 
Investigative File 
Parties exchange preliminary trial witness lists 
January 29, 2020 
December 28, 
2020 
Parties exchange final trial witness lists 
April 9, 2021 
January 26, 2021 
Close of fact discovery 
April 30, 2021 
January 29, 2021 
Close of Supplemental Discovery 
May 14, 2021 
February 5, 2021 
Parties serve Rule 26(a)(2)(B) initial expert 
witness disclosures that contain complete 
statements of all opinions the witness will express 
and the basis and reasons for those opinions 
May 21, 2021 
February 8, 2021 
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Event 
Plaintiffs’ 
Proposed Dates 
Defendants’ 
Proposed Dates 
Parties serve Rule 26(a)(2)(D)(ii) expert witness 
disclosures that are intended solely to contradict 
or rebut evidence on the same subject matter 
identified by another Party under Rule 
26(a)(2)(B) 
June 17, 2021 
February 19, 
2021 
Parties exchange exhibit lists and, opening 
deposition designations, and all interrogatories 
and requests for admission a Party intends to use 
in its case-in-chief. 
July 1, 2021 
February 26, 
2021 
Each Party informs each non-party of all 
documents produced by that non-party that are on 
that Party’s exhibit list and all depositions of that 
non-party that have been designated by any Party. 
July 9, 2021 
February 26, 
2021 
Parties serve supplemental/rebuttal expert witness 
disclosures that are intended solely to contradict 
or rebut evidence on the same subject matter 
identified by another Party under Rule 
26(a)(2)(D)(ii) 
July 15, 2021 
February 26, 
2021 
Each side exchanges its objections to the other 
side’s exhibits, interrogatories, requests for 
admission, and opening deposition designations 
and its deposition counter-designations 
July 16, 2021 
March 5, 2021 
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Event 
Plaintiffs’ 
Proposed Dates 
Defendants’ 
Proposed Dates 
Non-parties provide notice whether they object to 
the potential public disclosure at trial of any non-
party documents and deposition designations 
included on the parties’ exhibit lists, explain the 
basis for any such objections, and propose 
redactions where possible 
July 23, 2021 
March 5, 2021 
Close of expert discovery 
July 28, 2021 
March 19, 2021 
Parties and non-parties meet and confer regarding 
confidentiality of non-party documents on trial 
exhibit lists and non-party depositions 
July 30, 2021 
March 26, 2021 
Parties meet and confer regarding admissibility of 
trial exhibits, interrogatories, requests for 
admission, and deposition designations 
July 30, 2021 
March 26, 2021 
Parties meet and confer regarding disputes about 
confidentiality of Party documents on trial exhibit 
lists 
July 30, 2021 
March 26, 2021 
Motions in limine to be exchanged 
July 30, 2021 
March 20, 2021 
Oppositions to motions in limine to be exchanged 
August 10, 2021 
March 30, 2021 
Motions in limine and oppositions to be filed 
August 16, 2021 
April 5, 2021 
Joint submission regarding disputes about 
admissibility of trial exhibits, deposition 
designations, interrogatories and requests for 
admission 
August 16, 2021 
April 5, 2021 
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Event 
Plaintiffs’ 
Proposed Dates 
Defendants’ 
Proposed Dates 
Joint submission regarding disputes about 
confidentiality of Party documents on trial exhibit 
lists to be filed 
August 16, 2021 
April 5, 2021 
Joint submissions regarding disputes about 
confidentiality of each non-party’s documents on 
trial exhibit lists and non-party depositions to be 
filed 
August 16, 2021 
April 5, 2021 
Joint Proposed Final Conference Order to be filed 
August 16, 2021 
April 5, 2021 
Proposed Findings of Fact and Conclusions of 
Law to be filed 
August 16, 2021 
April 5, 2021 
Pretrial briefs to be filed 
August 16, 2021 
April 5, 2021 
Final pretrial conference 
August 30, 2021, 
or at the Court’s 
convenience 
thereafter 
April 19 , 2021  
(or as soon 
thereafter as the 
Court’s schedule 
permits) 
Parties submit copies of final trial exhibits to 
Court 
September 2, 
2021 
April 23, 2021 
Trial begins 
September 7, 
2021, or at the 
Court’s 
convenience 
thereafter 
April 26, 2021 (or 
as soon thereafter 
as the Court’s 
schedule permits) 
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Event 
Plaintiffs’ 
Proposed Dates 
Defendants’ 
Proposed Dates 
Post-trial briefs to be filed 
7 business days 
after trial 
concludes 
7 business days 
after the 
conclusion of trial 
 
B.  
Witness Lists.   
The United States is limited to 30 persons on its preliminary trial witness list, and the 
Defendants collectively are limited to 30 persons on their preliminary trial witness list.  The 
preliminary witness lists must include fact witnesses, and must provide the address, telephone 
number, and email address of each witness.  The final witness lists must also include expert 
witnesses.  The United States is limited to 25 persons on its final trial witness list, and the 
Defendants collectively are limited to 25 persons on their final trial witness list.  
Each side’s final trial witness list may identify no more than 5 witnesses that were not 
identified on that side’s preliminary trial witness list.  Despite the limitation on the number of 
depositions that each side may take, each side shall have the right to depose any witness on the 
opposing side’s preliminary or final witness list if that witness has not already been deposed in 
this litigation, even if the limitation on depositions is exceeded.  The final trial witness lists must 
comply with Federal Rule of Civil Procedure 26(a)(3)(A)(i)–(ii), include both fact and expert 
witnesses, and must include a brief summary of the subjects about which any expert witnesses 
will testify.   
In preparing preliminary trial witness lists and final trial witness lists, the Parties must 
make good-faith attempts to identify the witnesses (including expert witnesses) whom they 
expect that they may present as live witnesses at trial (other than solely for impeachment).  No 
Party may offer into evidence at trial any portion of a person’s deposition testimony unless that 
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person was identified on that Party’s final trial witness list.  No Party may call a person to testify 
as a live witness at trial (other than solely for impeachment) unless that person was identified on 
that Party’s final trial witness list. 
C.  
Demonstrative Exhibits.   
The Parties must serve demonstrative exhibits on all counsel of record at least 24 hours 
before any such exhibit may be introduced (or otherwise used) at trial, except that (a) 
demonstrative exhibits to be introduced (or otherwise used) in connection with the rebuttal 
testimony of an expert witness for Plaintiff may be served fewer than 24 hours before such 
exhibits may be introduced (or otherwise used) if such rebuttal testimony begins fewer than 48 
hours after Defendants rest their case; (b) slides used during closing arguments served less than 
24 hours in advance may be introduced (or otherwise used) if closing arguments begin fewer 
than 48 hours after any rebuttal testimony is concluded.  The following demonstratives need not 
be pre-disclosed to the opposing Party: (a) demonstrative exhibits used in cross examination of 
any witness; (b) demonstrative exhibits used by the United States in examination of any current 
or former employee, executive, board member or agent of either Defendant; and (c) 
demonstrative exhibits created in court during the witness’s examination.  Demonstrative 
exhibits representing data must rely only on data that has been produced to the opposing Party by 
the close of fact discovery or is publicly available.   
D.  
Evidence Concerning Remedy [DISPUTED] 
1.  
Plaintiff’s Position 
Evidence related to a Defendant’s attempt to address the United States’ concerns about 
the Planned Transaction, whether by agreeing to divest or license assets or by making any other 
agreement, offer, or commitment, will be excluded under Federal Rule of Evidence 403 as 
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unfairly prejudicial to the United States, unless Defendants provide a copy of the agreement, 
offer, or commitment to the United States forty-five days before the end of fact discovery. 
2.  
Defendants’ Position 
Evidence related to a Defendant’s attempt to address the United States’ concerns about 
the Planned Transaction, whether by agreeing to divest or license assets or by making any other 
agreement, offer, or commitment, may be offered at any time. 
XXI. OTHER MATTERS 
A.  
Completion of Planned Transaction.   
Defendants have agreed that they will not close, consummate, or otherwise complete the 
Planned Transaction until 12:01 a.m. on the tenth day following the entry of the judgment by the 
Court, and only if the Court enters an appealable order that does not prohibit consummation of 
the transaction.  For purposes of this Order, “Planned Transaction” means Visa’s planned 
acquisition of Plaid. 
B.  
Service of Pleadings and Discovery on Other Parties.   
Service of all pleadings, discovery requests (including subpoenas for testimony or 
documents under Federal Rule of Civil Procedure 45), expert disclosures, and delivery of all 
correspondence in this matter must be made by ECF or email, except when the volume of 
attachments requires overnight delivery of the attachments or personal delivery, to the following 
individuals designated by each Party: 
For Plaintiff United States of America: 
John R. Read (john.read@usdoj.gov) 
Cory Brader Leuchten (cory.leuchten@usdoj.gov) 
Meagan K. Bellshaw (meagan.bellshaw@usdoj.gov) 
Lisa Scanlon (lisa.scanlon@usdoj.gov) 
United State Department of Justice 
450 Fifth Street, NW, Suite 4000 
Washington, D.C. 20530 
Tel: (202) 598-2307 
 
 
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For Defendant Visa Inc.: 
Steven C. Sunshine (steve.sunshine@skadden.com) 
Skadden, Arps, Slate, Meagher & Flom LLP 
1440 New York Avenue, NW 
Washington, DC 20005 
Tel: (202) 371-7000 
 
For Defendant Plaid Inc.: 
Scott A. Sher (ssher@wsgr.com) 
Wilson Sonsini Goodrich & Rosati 
1700 K Street NW 
Fifth Floor 
Washington, DC 20006 
Tel: (202) 973-8800 
For purposes of calculating discovery response times under the Federal Rules of Civil 
Procedure, electronic delivery at the time the email was received will be treated in the same 
manner as hand delivery at that time.  However, for any service other than service of court 
filings, email service that is delivered after 5:00 p.m. Pacific Time will be treated as if it was 
served the following business day. 
C.  
Nationwide Service of Trial Subpoenas.   
To assist the Parties in planning discovery, and in view of the geographic dispersion of 
potential witnesses in this action outside this District, the Parties are permitted, under 15 U.S.C. 
§ 23, to issue trial subpoenas that may run into any other federal district requiring witnesses to 
attend this Court.  The availability of nationwide service of process, however, does not make a 
witness who is otherwise “unavailable” for purposes of Federal Rule of Civil Procedure 32 and 
Federal Rule of Evidence 804 available under those rules or otherwise affect the admissibility at 
trial of a deposition of a witness. 
D.  
Modification of Scheduling and Case Management Order.  
Modifications of the rights and responsibilities of the Parties under this Order may be 
made by mutual agreement of the Parties, provided any such modification has no effect on the 
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schedule for pretrial filings or trial dates.  Otherwise, any Party may seek modification of this 
Order for good cause. 
Dated: December 11, 2020 
 
/s/ John R. Read 
 
 
JOHN R. READ 
Attorney 
U.S. Department of Justice 
Antitrust Division 
450 Fifth Street N.W., Suite 4000 
Washington, D.C. 20530 
Tel.: (202) 307-0468 
Email: john.read@usdoj.gov       
Attorneys for Plaintiff United States 
 
Dated: December 11, 2020 
 
/s/ Steven C. Sunshine 
 
 
STEVEN C. SUNSHINE 
Skadden, Arps, Slate, Meagher & Flom LLP 
1440 New York Avenue, NW 
Washington, DC 20005 
Tel: (202) 371-7000 
Email: steve.sunshine@skadden.com       
Attorneys for Defendant Visa Inc. 
 
Dated: December 11, 2020 
 
/s/ Jonathan M. Jacobson 
 
 
JONATHAN M. JACOBSON 
Wilson Sonsini Goodrich & Rosati 
1301 Avenue of the Americas, 40th Floor 
New York, NY 10019 
Tel: (212) 497-7758 
Email: jjacobson@wsgr.com 
Attorneys for Defendant Plaid Inc. 
 
 
IT SO ORDERED. 
 
Dated: ________________ 
_____________________________ 
 
HONORABLE JEFFREY S. WHITE 
 
United States District Judge 
 
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ATTORNEY ATTESTATION 
          I, Meagan K. Bellshaw, am the ECF user whose identification and password are being 
used to file the JOINT STIPULATION AND [PROPOSED] ORDER.  In compliance with Local 
Rule 5-1(i)(3), I hereby attest that all signatories hereto concur in this filing.   
 
 
/s/ Meagan K. Bellshaw 
 
 
Meagan K. Bellshaw 
 
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