COURT OF CHANCERY OF THE STATE OF DELAWARE LOREN MITCHELL LEONARD L. WILLIAMS JUSTICE CENTER MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734
July 28, 2026
John W. Shaw, Esquire Evan O. Williford, Esquire Shaw Keller LLP The Williford Firm, LLC 1105 N. Market Street, Suite 200 1007 N. Orange Street, Suite 235 Wilmington, DE 19801 Wilmington, DE 19801
Martin S. Lesser, Esquire John D. Hendershot, Esquire Michele Sherretta Budiack, Esquire Gregrory P. Williams, Esquire Tammy L. Mercer, Esquire Black Rohrbacher, Esquire Young Conway Stargatt & Taylor LLP Rudolf Koch, Esquire 1000 N. King Street Andrew Milam, Esquire Wilmington, DE 19801 Richards Layton & Finger, P.A.
920 N. King Street Brian F. Morris, Esquire Wilmington, DE 19801 Morgan Lewis & Bockius LLP 1201 Market Street, Suite 2201 Wilmington, DE 19801
Joseph C. Schoell, Esquire Faegre Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801
Re: Intel Corp. v. Nvidia Corp., C.A. No. 4373-LM
Dear Counsel:
The Court addresses renewed motions for continued confidential treatment
under Court of Chancery Rule 5.1. Intel seeks confidential treatment for three
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categories of documents. NVIDIA seeks confidential treatment for commercially
sensitive materials and confidential third-party information. For the reasons
explained below, the Court GRANTS the motions.
I. FACTUAL AND PROCEDURAL BACKGROUND
This action arose from a dispute between Intel Corporation (“Intel”) and
NVIDIA Corporation (“NVIDIA”) regarding the scope of licensing rights under
agreements governing certain chipset technologies. 1 The central question concerned
whether NVIDIA was licensed to build chipsets compatible with Intel’s Nehalem-
class processors.2 The parties litigated the matter extensively, filing numerous
pleadings, discovery materials, expert submissions, and pretrial briefs.3
Before trial, the parties resolved the dispute and dismissed the action with
prejudice.4 The Court did not issue a merits decision resolving the underlying
licensing question. Prior to the dismissal, the Court ruled on two motions related to
this case: NVIDIA’s Motion to Compel and the State of New York’s Motion to
Intervene and for Clarifications or Modifications of the Protective Order.5
1 See Docket Instrument (“D.I.”) 1 ¶¶ 1, 3, 19–20; D.I. 539 ¶ 11.
2 See D.I. 1 at 7; ¶ 31.
3 There were over 440 docket instruments filed with the Court prior to the granted Stipulation and Order of Dismissal. 4 See D.I. 442.
5 See D.I. 250; D.I. 276; D.I. 465; D.I. 466.
3
During and after the litigation, the Court entered multiple confidentiality
orders under Rule 5.1, with the first order on May 16, 2009. 6 As confidential
treatment was set to expire three years following the date of final disposition, the
parties filed motions for continued confidential treatment, which were extended in
2014, 2016, 2018, and 2020. 7 The pending motions to extend confidential treatment
were filed in August 2023.8
In the pending motions, Intel seeks continued confidential treatment for three
categories of documents: documents revealing internal evaluations of licenses and
sensitive or proprietary business strategies; documents revealing confidential
technical information; and documents containing allegations regarding Intel’s
business strategies.9 NVIDIA, in turn, seeks continued confidential treatment for
documents containing commercially sensitive and proprietary information,
including trade secrets and product development efforts, confidential negotiations—
such as specific terms in agreements and prior negotiations involving a third party—
and the identification of employees assigned to proprietary projects.10 NVIDIA also
6 See D.I. 45.
7 D.I. 467; D.I. 468; D.I. 471; D.I. 472; D.I. 478; D.I. 479; D.I. 482; D.I. 502; D.I. 503; D.I. 508; D.I. 509; D.I. 512; D.I. 513; D.I. 519; D.I. 521; D.I. 529; D.I. 531; D.I. 537; D.I. 538. 8 D.I. 539; D.I. 542.
9 D.I. 539 ¶¶ 21–26.
10 D.I. 542 at 10–19.
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seeks to maintain under seal documents containing confidential third-party
information.11
The motions were reassigned to me on July 17, 2025.12 This is my Final
Report.
II. LEGAL STANDARD
Under Delaware law, court proceedings are matters of public record. 13 The
public has a “right of access to information about judicial proceedings”, and “most
information presented to the Court should be made available to the public.”14
However, court proceedings may contain confidential information, and so public
access to filed documents may be limited when those documents contain such
confidential information.15 Court of Chancery Rule 5.1(h) provides that confidential
treatment expires three years after final disposition unless the proponent
demonstrates that “the particularized harm from public disclosure . . . clearly
outweighs the public interest in access to Court records.”16 The movant bears the
11 D.I. 542 at 19–23.
12 D.I. 549.
13 Ct. Ch. R. 5.1(a)(1).
14 Sequoia Presidential Yacht Gp. LLC v. FE P’rs LLC, 2013 WL 3724946, at *2 (Del. Ch. July 15, 2013). 15 Ct. Ch. R. 5.1(b)(1).
16 Ct. Ch. R. 5.1(h), (h)(2)(A).
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burden of “persuading the Court that confidential treatment is warranted.” 17 The
harm must be particularized, and the movant must proffer tangible evidence of
concrete damage.18 Generalized assertions of economic harm or reputational
concern are not enough.19
When considering whether to grant continued confidentiality, the Court must
“balance[e] … the public interest against the harm that public disclosure might entail
with respect to sensitive nonpublic information.” 20 The public interest is strongest
when materials influence a judicial decision, particularly at trial. 21 Still, even where
a case settles, the public retains an interest in court proceedings. 22 Settlement
diminishes, but does not eliminate, the public interest.
17 Ct. Ch. R. 5.1(g)(6)(D); Leo Invs. Hong Kong Ltd. v. Tomales Bay Cap. Anduril III, L.P., 349 A.3d 635, 650 (Del. Ch. 2025). 18 Leo Invs. Hong Kong Ltd., 349 A.3d at 650 (citing In re Oxbow Carbon, 2016 WL 7323443, at *2 (Del. Ch. Dec. 15, 2016)); Ct. Ch. R. 5.1(h)(2)(A). 19 Ct. Ch. R. 5.1(h)(2)(A); Leo Invs. Hong Kong Ltd., 349 A.3d at 650 (“The harm cannot be general but must be particularized . . .” (quoting In re Oxbow Carbon, 2016 WL 7323443, at *2 (Del. Ch. Dec. 15, 2016)). 20 Leo Invs. Hong Kong Ltd., 349 A.3d at 650 (quoting In re Oxbow Carbon, 2016 WL 7323443, at *2 (Del. Ch. Dec. 15, 2016)). 21 Id.
22 Sequoia Presidential Yacht Gp. LLC, 2013 WL 3724946, at *3 (“That a case ultimately settles . . . does not suggest that the public has no interest in the actions in the Court before that arrangement was reached.”).
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The Court also considers whether redactions would impair the public’s basic
understanding of the dispute.23 When sealed material represents “the nature of the
dispute itself,” disclosure generally prevails.24 When material concerns collateral
business details unnecessary to understanding the litigation, the balance may favor
continued sealing.25
III. ANALYSIS
A. The Strength of the Public Interest
The public interest is reduced here because the Court did not issue a merits
decision and the matter did not proceed to trial. 26 The documents at issue appear
primarily in exhibits and discovery materials, and did not influence the two merits
decisions the Court did make, on NVIDIA’s Motion to Compel and the State of New
23 Al Jazeera Am., LLC v. AT & T Servs., Inc., 2013 WL 5614284, at *5 (Del. Ch. Oct. 14, 2013). 24 Id. (“. . . when sensitive information that the parties wish to keep confidential directly impacts the public’s basic knowledge of particular court proceedings – where, as here, the supposedly confidential information represents the nature of the dispute itself – the interest of the public in accessing this information outweighs the economic harm to the parties that disclosure may cause.”). 25 Id. (“For a price term, the potential economic harm caused by disclosure outweighs the public’s interest in accessing that information, largely because knowledge about price terms does not impinge on the public’s understanding of the disputes before this Court.”). 26 See Leo Invs. Hong Kong Ltd., 349 A.3d at 650 (If the public interest is strongest when materials are relied on or influence a judicial decision, when documents are not relied on or influence a judicial decision the public interest must be diminished in comparison.); see D.I. 442 (the parties stipulated and the Court dismissed the action with prejudice prior to trial).
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York’s Motion to Intervene and for Clarifications or Modifications of the Protective
Order.27
The underlying litigation centered on whether NVIDIA possessed licensing
rights for certain chipsets.28 The public filings—including the complaint and
answer—describe that dispute in sufficient detail to apprise the public of the parties’
dispute and arguments. 29 Continued redaction will not obscure the public’s
understanding of the case’s nature or outcome, as the dispute has been described in
sufficient detail in the public filings.
B. Intel’s Motion
1. Internal Evaluations of Licenses and Proprietary Business Strategies
Intel seeks to maintain redactions over internal communications, analyses, and
strategic assessments relating to licensing negotiations and evaluation
27 See D.I. 276; D.I. 465; D.I. 466.
28 See D.I. 1 ¶ 31.
29 See generally D.I. 9; D.I. 31; D.I. 526; D.I. 527 (These documents provide sufficient information, even in their redacted states, for the public to understand the nature of the dispute and have a basic understanding of the proceedings.).
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methodologies.30 Intel has requested the Court to maintain redactions of eight full
documents31 and seventeen partially redacted documents 32 under this reasoning.
The Court has reviewed the proposed redactions and believes the materials
are not necessary to understand the nature or outcome of the dispute. In examining
the request for continued confidential treatment, the Court considered the public
interest in access against the particularized harm that would result from disclosure.
Intel asserts that the documents reveal negotiation strategies and frameworks
that it continues to use when evaluating potential licensing agreements with other
companies, and also reveal confidential license terms with nonparties, sensitive
financial analyses, and internal Intel business strategies that influence Intel’s
business decisions to this day. 33 Disclosure would, according to Intel, disadvantage
it in future negotiations with competitors and counterparties.34 Intel supports this
assertion with a sworn affidavit explaining that disclosure would provide leverage
to counterparties and competitors in future licensing discussions.35
30 D.I. 539 ¶¶ 22–24.
31 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 487, Exs. 2, 6–9; D.I. 435, Exs. 1– 2, 4. 32 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 522; D.I. 483, Exs. 3, 8; D.I. 494; D.I. 524; D.I. 488, Ex. 10; D.I. 489, Ex. 223; D.I.496; D.I. 497, Exs. 4, 9; D.I. 490, Exs. A, E; D.I. 498; D.I. 526; D.I. 527; D.I. 499. 33 D.I. 539 ¶¶ 22–23; D.I. 539, Aff. of Gregory H. Lantier, ¶¶10–12.
34 D.I. 539 ¶¶ 22–23.
35 See D.I. 539, Aff. of Gregory H. Lantier, ¶¶ 10–12.
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The harm alleged by Intel is sufficiently particularized. Intel identifies a
specific competitive disadvantage in future negotiations resulting from the
underlying information being publicly available.36 The affidavit supplies tangible
evidentiary support of particularized competitive harm. 37
Although Intel cannot quantify future negotiation losses with precision, this
Court has not required mathematical certainty related to these allegations previously,
and the Court sees no reason to depart from its previous decisions now.38 Due to the
amorphous nature of future negotiations, it would be wrong to require mathematical
certainty when a particularized harm will occur, even if Intel cannot quantify that
harm with a dollar value.
Balancing the diminished public interest against the identified harms, Intel has
met its burden. The particularized harm that would result from disclosing
information related to Intel’s internal license evaluation business strategies
outweighs the public’s interest in the proceedings, as the information is unnecessary
for the public to understand the proceedings, outcome, and main controversy of the
36 D.I. 539 ¶¶ 22–23.
37 See D.I. 539, Aff. of Gregory H. Lantier, ¶¶ 10–12; see generally Al Jazeera Am., LLC, 2013 WL 5614284, at *4 n.30 (The Court has previously accepted affidavits as sufficiently tangible evidence of potential harm.). 38 Compare D.I. 512, Aff. of Gregory H. Lantier, ¶¶ 8–10, with D.I. 539, Aff. of Gregory H. Lantier, ¶¶ 10–12 (the allegations of harm are substantially similar, and the Court granted confidential treatment as a result of the first affidavit); see generally D.I. 519 (granting confidential treatment).
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litigation. The Court therefore grants continued confidential treatment for
documents revealing Intel’s internal licensing evaluations and proprietary business
strategies.
2. Confidential Technical Information
Intel also seeks to maintain sealing over documents containing proprietary
technical details, including references to unreleased products. 39 Intel seeks to
maintain two documents as fully redacted 40 and one document as partially redacted41
pursuant to this reasoning.
The Court examines whether continued confidentiality is proper under this
reasoning. Disclosure of the confidential technical information would not materially
enhance public understanding of the proceedings. Intel’s affidavit explains that
nonpublic technical details regarding processes, products, and strategies remain
confidential and their disclosure would erode competitive advantage. Their
continued absence from the public eye does not prevent the public from
understanding the basics at the heart of the underlying litigation. The public does
not require information about Intel’s proprietary technology, and especially not
information about products yet unreleased or unrevealed, in order to understand that
39 See D.I. 539 ¶ 25.
40 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 487, Ex. 7; D.I. 435, Ex. 4.
41 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 483, Ex. 3.
11
Intel and NVIDIA stipulated to end the proceedings and were clashing about the
definition of certain sections of the licensing agreement.
Intel asserts that competitors would derive value from access to technical
descriptions found in the confidential documents.42 Its affidavit states that such
information provides Intel a competitive advantage and includes references to
unreleased products.43 The affidavit explains that much of this information remains
proprietary and confidential, despite the litigation having concluded over ten years
ago. 44 Should information regarding Intel’s “processes, products, and strategies”
cease to be confidential, Intel may lose what it considers to be a substantial
competitive advantage. 45 This would likely result in economic harm.
Trade secret and proprietary information traditionally warrants protection
under Rule 5.1.46 Intel’s affidavit, while not exhaustive, identifies particularized
competitive harms, explaining that competitors could exploit this information to
42 See D.I. 539 ¶ 25.
43 D.I. 539, Aff. of Gregory H. Lantier, ¶¶ 13–14.
44 D.I. 539, Aff. of Gregory H. Lantier, ¶ 14.
45 Id. ¶ 13.
46 See Ct. Ch. R. 5.1(b)(3)(A) (listing “trade secrets” as included in confidential information that the Court may limit access to); In re Boeing Co. Deriv. Litig., 2021 WL 392851, at *3 (Del. Ch. Feb. 1, 2021) (“A party seeking confidential treatment based on harm to its business relationships with customers ‘must point to specific information like trade secrets . . . that is not in the public mix and, if disclosed, will cause clearly identified harm.’” (quoting Manhattan Telecomms. Corp. v. Granite Telecomms., LLC, 2020 WL 6799122, at *3 (Del. Ch. Nov. 19, 2020)).
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accelerate development or adjust competitive strategies, to the detriment of Intel.47
That harm clearly outweighs the modest public interest in materials that played no
role in the Court’s adjudication and do not define the dispute’s nature.
Therefore, continued confidential treatment is granted for this category.
3. Allegations Regarding Intel’s Business Strategies
Intel seeks to maintain confidentiality over materials containing specific
allegations that Intel steered customers away from NVIDIA products, including the
identities of customers and details of alleged incidents.48 Intel seeks to maintain two
documents as fully redacted 49 and twenty-two documents as partially redacted50
pursuant to this reasoning.
The general existence of the allegation that Intel engaged in certain
competitive practices appeared in public filings.51 Intel stated in its public motion
that “. . . NVIDIA’s claim that Intel ‘steered’ customers away from NVIDIA was
contained in the public version of NVIDIA’s counterclaim . . . .” 52 Continued
47 D.I. 539, Aff. of Gregory H. Lantier, ¶¶ 13–14.
48 See D.I. 539 ¶ 26.
49 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 484, Ex. S; D.I. 490, Ex. H.
50 See D.I. 539, Aff. of Gregory H. Lantier, ¶ 16; D.I. 523; D.I. 485, Ex. F; D.I. 486, Ex. P; D.I. 484, Ex. R; D.I. 524; D.I. 488, Exs. 11, 13–16; D.I. 489, Exs. 17–18; D.I. 490, Ex. E; D.I. 497, Ex. 3; D.I. 526; D.I. 527; D.I. 535; D.I. 517; D.I. 510; D.I. 473. 51 See D.I. 31 at 28; D.I. 539 ¶ 26.
52 See D.I. 539 ¶ 26; D.I. 31 at 28.
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redaction does not conceal that theory. Thus, the general allegation is not subject to
continued confidential treatment, as the knowledge of the general allegation is no
longer kept confidential and is available to the public through the partially redacted
filings. 53
Intel specifically requests continued sealing of the specific incidents and
customer identities. 54 “[T]he identity of customers has long been recognized to be a
trade secret.” 55 “But even against that backdrop, [a movant] still must demonstrate
that the public identification of [the company’s] customers would cause
particularized harm.”56 Mere speculation that a company “could be harmed” or that
the identities of customers “could be used to put [a company] at a competitive
disadvantage” is insufficient to support a finding of particularized harm. 57
Delaware precedent recognizes that customer identities may constitute
protectable commercial information.58 Intel asserts in its affidavit that disclosure
53 See Ct. Ch. R. 5.1(b)(2)(A)–(B) (Information must be maintained confidentially and not be publicly available in order for the Court to limit public access to it as confidential information.). 54 D.I. 539 ¶ 26.
55 In re Boeing, 2021 WL 392851, at *3 (quoting Phila. Gear Corp. v. Power Transmission Servs., Inc., 1991 WL 29957, at *3 (Del. Ch. Mar. 6, 1991)). 56 Id. (citing Manhattan Telecomms. Corp. v. Granite Telecomms., LLC, 2020 WL 6799122, at *3 (Del. Ch. Nov. 19, 2020)). 57 Id.
58 Id. (quoting Phila. Gear Corp. v. Power Transmission Servs., Inc., 1991 WL 29957, at *3 (Del. Ch. Mar. 6, 1991)).
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tied to specific customers could damage its existing and prospective commercial
relationships and reputation.59 While reputational harm alone may not suffice, harm
to ongoing business relationships with identified customers may constitute a
particularized injury.60 The public does not require the names of nonparty customers
to understand the legal dispute here, particularly because the public interest in
identifying nonparty customers is minimal.
Therefore, the Court grants Intel’s motion as to the documents containing
specific allegations regarding Intel’s business strategy, but not to the general
allegation already made public.
C. NVIDIA’s Motion
1. Commercially Sensitive and Proprietary Information
a. Trade Secrets and Product Development Efforts
NVIDIA seeks continued protection for references to product development
strategies and internal technical efforts.61 NVIDIA claims these documents should
59 D.I. 539 ¶ 26; D.I. 539, Aff. of Gregory H. Lantier, ¶ 15.
60 In re Boeing, 2021 WL 392851, at *3 (“A party seeking confidential treatment based on harm to its business relationships with customers ‘must point to specific information like trade secrets . . . that is not in the public mix and, if disclosed, will cause clearly identified harm.”); see also Quantum Tech. P’rs IV, L.P. v. Ploom, Inc., 2014 WL 2156622, at *6–7 (Del. Ch. May 14, 2014) (granting a motion to redact by finding that the harm to come from disclosure of information about a contractual relationship with a non-party that is sensitive to a company’s ongoing operations outweighed the public’s interest in that information). 61 D.I. 546 at 13.
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be protected as they relate to trade secrets and proprietary information.62 It seeks
continued confidential treatment for two documents under this reasoning.63
Trade secrets lie at the core of Rule 5.1’s protection.64 The definition of a
trade secret also applies to proprietary information, as the Court has previously
explained that a trade secret is information that “‘(a) derives independent economic
value . . . from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure
or use’ and (b) is the subject of reasonable efforts to maintain its secrecy.”65
Proprietary information is also protected by Rule 5.1, assuming that the harm
outweighs the public interest in the information, considering that it is by definition
maintained confidentially, is not otherwise publicly available, and that public access
to it would cause particularized harm to whoever keeps the information
confidential. 66
NVIDIA asserts that disclosure would undermine development strategies and
damage its competitive standing.67 Its affidavit explains that maintaining secrecy
62 Id.
63 D.I. 547, Aff. of Marlon Alvarado, ¶ 14; D.I. 300, Ex. 5; D.I. 432.
64 See Ct. Ch. R. 5.1(b)(2)–(3).
65 Heron Bay Prop. Owners Ass’n, Inc. v. CooterSunrise, LLC, 2013 WL 3871432, at *16 (Del. Ch. June 27, 2013) (quoting 6 Del. C. § 2001(4)(a)–(b)). 66 See Ct. Ch. R. 5.1(b)(2)(A)–(D).
67 D.I. 546 at 13.
16
over product development plans remains critical to preserving competitive
advantage in a highly competitive market.68 The affidavit continues, explaining that
the development of “[n]ew, innovative products . . . take significant time and
resources and result from [NVIDIA’s] considered business strategy and confidential
assessment of the graphics industry”, an industry that it describes as “fiercely-
competitive.”69 Disclosure of nonpublic development efforts could allow
competitors to adjust strategy without incurring equivalent research costs, damaging
NVIDIA’s competitive standing or relationships in its markets.70 Such competitive
disadvantage and further damage constitutes particularized competitive harm.71
The Court finds that the public interest in the documents containing NVIDIA’s
trade secrets and proprietary information is outweighed by the particularized harm.
Thus, the Court grants continued confidential treatment for references to product
development strategies and internal technical efforts.
68 D.I. 547, Aff. of Marlon Alvarado, ¶¶ 12–13.
69 Id. ¶ 12.
70 Id. ¶ 12.
71 See Heron Bay Prop. Owners Ass’n, Inc., 2013 WL 3871432, at 15–16 (Del. Ch. June 27, 2013) (finding that placing a company at a competitive disadvantage and the ability to capitalize on a company’s development without expending similar resources may constitute a particularized harm under Rule 5.1); see also In re Boeing, 2021 WL 392851, at *3 (explaining that potential harm to business relationships may qualify information for Rule 5.1 protection).
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b. Confidential Negotiations
NVIDIA seeks to keep sealed descriptions of negotiation positions, specific
contractual terms, and discussions involving a third party.72 NVIDIA asks the Court
to maintain the confidentiality of six documents pursuant to this reason. 73 These
materials concern bargaining history and particular negotiation stances, not the
essential legal claims. NVIDIA asserts that disclosure would provide counterparties
and competitors insight into recurring negotiation strategies and pricing positions.74
NVIDIA also claims that harm may come to the third parties involved in these
negotiations and discussions, as it would give other industry players unfair insight
into the third parties’ negotiation strategies.75 These harms are not generalized; they
are particular enough. Licensing negotiations recur in this industry, and revealing
historical bargaining positions could affect the parties’ leverage in future
negotiations. 76 NVIDIA supports this assertion with affidavit testimony.77 Although
72 See D.I. 546 at 14–17.
73 D.I. 547, Aff. of Marlon Alvarado, ¶ 14; D.I. 140, Exs. 1–2; D.I. 289, Ex. E; D.I. 300, Ex. 10; D.I. 432; D.I. 434. 74 D.I. 546 at 14–15.
75 D.I. 546 at 14.
76 D.I. 547, Aff. of Marlon Alvarado, ¶¶ 10–11.
77 Id.
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the affidavit does not quantify damages, it identifies concrete disadvantages in future
negotiations. 78
The Court finds that the particularized harms to NVIDIA and the nonparties
outweigh the public interest here. It is unfair for non-parties’ confidential
information and bargaining positions to be unveiled to the public as a result of a
proceeding that they were not involved when the public interest is outweighed by
the potential harm to those third parties. 79 For that reason, the Court grants
NVIDIA’s motion as to the documents containing confidential negotiations with
NVIDIA and third parties.
c. Identification of Employees Assigned to Proprietary Projects
NVIDIA also seeks to maintain redactions identifying specific employees and
team compositions, as some documents identify NVIDIA employees assigned to
develop the chipsets at issue in the litigation.80 Specifically, it seeks to maintain the
78 Id.
79 See In re Nat’l City Corp. S’Holders Litig, 2009 WL 1653536, at *2 (Del. Ch. June 5, 2009) (concluding that protecting third party financial institutions from the public dissemination of their nonpublic financial information is “precisely the type of information that Rule [5.1] seeks to protect); see also In re Boeing, 2021 WL 392851, at *3 (explaining that the public interest is outweighed by the harm caused by “unmasking” sexual assault whistleblower employees, as they are “nonparties whose interests [were] not presently before the Court”), accord Horres v. Chick-fil-A, Inc., 2013 WL 1223605, at *3 (Del. Ch. Mar. 27, 2013). 80 D.I. 546 at 17–19.
19
confidential treatment of ten documents that contain this information. 81 The
identities of non-party employees are not “categorically confidential”, and for the
Court to grant confidential treatment, the movant must identify a justification or
reasoning.82
Here, NVIDIA has identified particularized harm that will result from
unsealing the documents, which provides sufficient basis for continued confidential
treatment. NVIDIA asserts that disclosure could facilitate targeted recruitment by
competitors and provide those competitors with “valuable insight into NVIDIA’s
management practices.”83 These employees would be specifically targeted by
competitors, as NVIDIA is involved “in the market for top-tier employees with
specialized knowledge relevant to NVIDIA’s products and business” and in that
market it is commonplace for competitors to hire a company’s employees when the
competitor “becomes aware that those employees possess skills, training or know-
how that may be useful.”84 NVIDIA’s affidavit supports these concerns.85
81 D.I. 547, Aff. of Marlon Alvarado, ¶ 14; D.I. 215; D.I. 221; D.I. 289, Exs. E–F, P, R; D.I. 300, Exs. 5, 16–17; D.I. 321, Ex. E. 82 Twitter, Inc. v. Musk, 2024 WL 4441869, at *3.
83 D.I. 546 at 17–18.
84 D.I. 546 at 19.
85 D.I. 547, Aff. of Marlon Alvarado, ¶¶ 8–9.
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The identities of individual, nonparty employees add little to public
understanding of licensing rights. Balancing the minimal public interest against the
particularized competitive harm, continued confidential treatment is granted for this
subcategory.
2. Confidential Third-Party Information
NVIDIA seeks continued sealing of interrogatory responses and exhibits
reflecting confidential customer statements concerning alleged conduct by Intel.86
For this category, NVIDIA asks the Court to maintain redactions present in twelve
documents.87 The third parties had disclosed the information to NVIDIA in strict
confidence.88 When NVIDIA filed their discovery responses and other documents
containing this information, they did so under seal and designated them as “Highly
Confidential” to prevent the public and Intel’s business personnel from acquiring
specific information about and the identities of the third-party customers.89
Delaware precedent recognizes that third-party customer identities may constitute
protectable commercial information and has been recognized as a trade secret.90
86 D.I. 546 at 19–23.
87 D.I. 547, Aff. of Marlon Alvarado, ¶ 14; D.I. 221; D.I. 289, Exs. E–F, P, R–S; D.I. 300, Exs. 15, 16–18; D.I. 321, Ex. E; D.I. 434. 88 D.I. 546 at 21.
89 D.I. 546 at 21.
90 See In re Boeing, 2021 WL 392851, at *3 (quoting Phila. Gear Corp. v. Power Transmission Servs., Inc., 1991 WL 29957, at *3 (Del. Ch. Mar. 6, 1991)); see also Horres v. Chick-fil-A, Inc., 2013 WL 1223605, at *3 (Del. Ch. Mar. 27, 2013).
21
This is especially true when the sealed information consists of confidential
information belonging to third parties. Even so, the movant must still demonstrate
that the public having access to the identities of customers would cause
particularized harm. 91
NVIDIA claims that both it and the third-party customers would be harmed if
the third-party customers’ “confidential statements about . . . Intel, were
disseminated either to Intel or to the general public.” 92 NVIDIA’s affidavit explains
that disclosure would damage NVIDIA’s customer relationships, NVIDIA’s
reputation as a trustworthy industry participant, and harm the customers’
relationships with Intel. 93 Should these communications be made available to the
public, NVIDIA stands to lose the reputation it has garnered that it believes to be
critical to its success.94 The confidential information is also important to NVIDIA’s
customers, and they would likely stand to lose their reputation as well if their
documents were unsealed.95 Courts routinely protect confidential third-party
materials where disclosure would impair commercial relationships. The harms
91 Id. (citing Manhattan Telecomms. Corp. v. Granite Telecomms., LLC, 2020 WL 6799122, at *3 (Del. Ch. Nov. 19, 2020)). 92 D.I. 546 at 21.
93 D.I. 547, Aff. of Marlon Alvarado, ¶¶ 5–7.
94 D.I. 547, Aff. of Marlon Alvarado, ¶ 6.
95 Id. ¶ 6–7.
22
identified here are particularized, supported by sworn testimony, and outweigh the
public’s interest in the communications. Thus, the Court grants continued
confidential treatment for this category.
IV. CONCLUSION
Both Intel and NVIDIA have demonstrated particularized competitive harms
supported by affidavit evidence. In each category addressed above, the harm from
disclosure clearly outweighs the diminished public interest in access. The Court
therefore GRANTS the parties’ motions for continued confidential treatment
consistent with this opinion. Confidential treatment shall continue for three years
from the date of this decision.
This is my final report, and exceptions may be filed under Court of Chancery
Rule 144.
Respectfully submitted,
/s/ Loren Mitchell
Magistrate in Chancery