IN RE NATIONAL INSTRUMENTS CORPORATION SECURITIES LITIGATION

Nature of the Provided Text

The provided document is an August 8, 2025 letter from defendants’ counsel to Judge Denise L. Cote. It gives defendants’ position on Lead Plaintiff’s July 28, 2025 letter motion to seal. The text does not include a judicial opinion or order ruling on that motion.

Defendants’ Request

National Instruments Corporation, Eric Starkloff, and Michael McGrath asked the court to authorize continued redactions of portions of two publicly filed documents: an expert report by Matthew D. Cain, Ph.D., and Lead Plaintiff’s reply memorandum supporting its motion for class certification. Defendants also submitted versions of those documents under seal with their requested redactions highlighted. They said they were not requesting redactions beyond those made by Lead Plaintiff in the July 28 filings.

Defendants took no position on continued sealing of excerpts from the deposition transcript of David J. Denis, Ph.D.

Reasons Given for Redaction

The letter asserts that the documents contain competitively sensitive information involving National Instruments, Emerson, and several advisers. According to the letter, the information includes:

- the timing, size, and estimated total spending associated with Emerson’s purchases of National Instruments shares; - information that could reveal Emerson’s possible strategies for acquiring other companies; - the engagement terms, pricing, methods, strategies, and analyses of firms advising National Instruments; - legal and strategic advice from National Instruments’ outside counsel, Wachtell, Lipton, Rosen & Katz; - the scope, terms, and fee structure of Bank of America Securities, Inc.’s engagement, along with its financial analyses and advice; - the scope and methods of MacKenzie Partners, Inc.’s engagement and its strategic advice; and - FGS Global’s strategic communications analysis and advice.

The letter also acknowledges that defendants waived attorney-client privilege for certain Wachtell advice produced in the litigation. Defendants nevertheless maintain that the information remains confidential and that protection of competitively sensitive information supports redaction.

Legal Standard Described in the Letter

The letter states that the First Amendment creates a presumption that the public may access judicial documents. It says that this presumption can be overcome by specific findings showing that sealing is necessary to protect a higher value and that the sealing is narrowly tailored. The letter identifies protection of competitively sensitive business information and confidential third-party information as interests that courts may protect.

Disposition

The provided text does not state that Judge Cote granted, denied, or otherwise resolved the sealing motion. It reports defendants’ position and request only. No disposition can be determined from this text.