Tang Capital Partners, LP v. BRC Inc.

Background

BRC Inc. filed a letter motion asking the court to maintain under seal portions of filings related to the parties’ summary-judgment motions. The requested sealing covered portions of a memorandum supporting summary judgment, a statement of undisputed facts filed by Tang Capital Partners, LP, and portions of exhibits to a declaration. The court had previously allowed the parties to file the material provisionally under seal.

BRC identified three general categories of information for redaction: commercially sensitive financial information and advice from financial advisers; legal advice and opinions involving BRC and related counsel; and information about third parties’ investments in or compensation by BRC. BRC argued that disclosure could harm its competitive position, reveal proprietary advice, or intrude on third parties’ privacy. It also argued that the proposed redactions were narrowly tailored and would not significantly impair public access to the court’s work.

Court’s Analysis

Court filings that qualify as judicial documents are subject to a presumption of public access under the common law and the First Amendment. Under the standard discussed by the court, sealing must be necessary to protect an important interest and must be narrowly tailored to that interest. The court also noted that commercially sensitive business and financial information, legal advice, and sensitive personal financial information may justify redaction when the privacy or competitive interests outweigh the public’s access interest.

The court found that the requests were “pared-down and limited” and that maintaining the redacted material under seal was warranted. The court’s order stated that the redactions were approved after considering the relevant factors under Lugosch and related decisions.

Disposition

The request to maintain the redacted material under seal was granted. This order addressed access to portions of filings; it did not decide the parties’ underlying summary-judgment dispute about whether BRC’s Form S-4 registered the BRC Warrants.