Securities And Exchange Commission v. Prakash
- Beth Freeman
- 5:23-cv-03300
- U.S. District Court · Northern District of California
- 3
In Securities and Exchange Commission v. Prakash, Judge Van Keulen granted in part and denied in part Prakash’s motion to compel Cooley documents.
Vidul Prakash, Cooley LLP, View Operations, LLC, and the Securities and Exchange Commission; Cooley was ordered to produce specified documents and a privilege log, while additional production based on subject-matter waiver was not ordered.
What happened
In Securities and Exchange Commission v. Prakash, Defendant Vidul Prakash asked the court to require non-party Cooley LLP to produce documents subpoenaed in connection with the SEC’s case. Cooley represented View’s former audit committee during an internal investigation into View’s SEC filings.
The court ordered Cooley to produce documents reflecting its oral disclosures to the SEC by May 7, 2025, including notes of calls or meetings. Cooley could redact undisclosed attorney opinions, legal theories, and attorney-client communications, but had to list those redactions in a privilege log. If Cooley gave the SEC a privilege log, it also had to produce that log. The court rejected Prakash’s arguments that Cooley’s disclosures created a broader waiver of privilege or work-product protection, including through disclosures to View’s outside auditor, PWC.
Judge Susan Van Keulen granted in part and denied in part Prakash’s motion to compel. The court agreed that disclosed information was not protected, but it did not require production of additional working-file materials based on subject-matter waiver.
The detailed version
- Securities And Exchange Commission v. Prakash · No. 5:23-cv-03300
- Beth Freeman
- Apr. 8, 2025
Background
The defendant, Vidul Prakash, moved to compel non-party Cooley LLP to produce documents in response to a subpoena. Prakash was View, Inc.’s former Chief Financial Officer. View is now known as View Operations, LLC. Cooley represented View’s former audit committee in an internal investigation concerning View’s SEC filings and communicated with the Securities and Exchange Commission (SEC) about that investigation. The court reviewed submissions from Prakash, Cooley, and View and held a hearing on April 8, 2025.
Ruling on SEC disclosures
The parties agreed that information Cooley disclosed to the SEC was not protected by attorney-client privilege or the attorney work-product doctrine. The court stated that Cooley did not need to produce emails exchanged with the SEC because Prakash could seek those emails from the SEC in the underlying action. The court did require Cooley to produce documents reflecting all oral disclosures to the SEC by May 7, 2025. Examples included contemporaneous notes of telephone calls or meetings that recorded disclosures of facts or opinions.
Cooley could redact portions of responsive documents reflecting undisclosed opinion work product—an attorney’s mental impressions, conclusions, opinions, or legal theories—or undisclosed attorney-client communications. Cooley had to identify those redactions in a privilege log provided to the parties by May 7, 2025. If Cooley had provided the SEC with a privilege log, the court also ordered Cooley to produce that log to Prakash by May 7, 2025.
Waiver issues
Prakash also sought additional documents based on subject-matter waiver. Subject-matter waiver is the loss of protection over related information after a party selectively discloses protected material in litigation. The court concluded that no subject-matter waiver had occurred. It found that Prakash had not shown that Cooley intentionally placed protected information into the litigation selectively, misleadingly, or unfairly by turning over certain materials to the SEC.
The court also concluded that, on the record before it, Cooley’s disclosures to outside auditor PWC did not constitute disclosure to an adversary or provide another basis for finding waiver of work-product protection.
Disposition
The court ruled from the bench, granting in part and denying in part Prakash’s motion to compel. It ordered the specified production concerning Cooley’s oral disclosures to the SEC and any SEC privilege log, while rejecting the request for additional materials based on subject-matter waiver and the disclosures to PWC.
Judge
The order was signed by Susan Van Keulen, United States Magistrate Judge.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.