UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
RICHARD KOEHLER,
Plaintiff, v. Civil Action No. 26-1566
RAINER M. BLAIR, et al.,
Defendants.
MEMORANDUM OPINION AND ORDER
Plaintiff Richard E. Koehler brings this shareholder derivative action on behalf of
Danaher Corporation, alleging that its directors and officers concealed the impending collapse of
the Company’s pandemic-era growth while selling more than $50 million of personal stock at
artificially inflated prices. See ECF No. 3 (Compl.), ¶¶ 3, 6, 9–10, 22. Koehler asserts claims
for violations of federal securities laws and, under Delaware law, breach of fiduciary duty and
unjust enrichment. Id., ¶¶ 241–82. To protect confidential information from disclosure, Plaintiff
now moves to file his Complaint partially under seal. See ECF No. 1 (Mot.). Specifically, he
seeks to redact information drawn from documents that Danaher produced under a Section 220
demand and designated as confidential, proprietary, and commercially sensitive. See Compl.,
¶¶ 11–21, 96–97, 111–112, 120, 126, 137–138, 155–156, 158, 168, 180–195. The Court will
grant the Motion, subject to any further consideration by the United States District Judge to
whom this case is randomly assigned. See LCvR 40.7(f) (providing that Chief Judge shall “hear
and determine . . . motion[s] to seal the complaint”); id. 5.1(h)(1) (“Absent statutory authority,
no case or document may be sealed without an order from the Court.”).
1 I. Legal Standard
Generally, a plaintiff filing a civil action must identify the parties and file on the public
docket. See Fed. R. Civ. P. 10(a); LCvR 5.1(c)(1). “The starting point in considering a motion
to seal court records is a strong presumption in favor of public access to judicial proceedings.”
Hardaway v. D.C. Hous. Auth., 843 F.3d 973, 980 (D.C. Cir. 2016) (quoting EEOC v. Nat’l
Children’s Ctr., Inc., 98 F.3d 1406, 1409 (D.C. Cir. 1996)). When a party seeks to overcome this
presumption and seal court records, courts engage in the six-factor inquiry described in United
States v. Hubbard, 650 F.2d 293 (D.C. Cir. 1980). Those factors are:
(1) the need for public access to the documents at issue; (2) the extent of previous public access to the documents; (3) the fact that someone has objected to disclosure, and the identity of that person; (4) the strength of any property and privacy interests asserted; (5) the possibility of prejudice to those opposing disclosure; and (6) the purposes for which the documents were introduced during the judicial proceedings.
Nat’l Children’s Ctr., 98 F.3d at 1409 (citing Hubbard, 650 F.2d at 317–22).
II. Analysis
Plaintiff has met his burden to overcome the presumption in favor of public access to
court records. The Court will address each Hubbard factor in turn.
The first — “the need for public access to the documents at issue,” id. — counsels in
favor of granting Plaintiff’s Motion. This shareholder derivative action is not the sort of
traditional criminal proceeding to which courts have recognized that a heightened public interest
attaches. See Hubbard, 650 F.2d at 317. Nor is it tied to any such proceeding. Cf. United States
v. All Petroleum-Product Cargo Aboard the Suez Rajan with Int’l Mar. No. 9524475, No. 23-
882, ECF No. 4 (Mem. Op.) (D.D.C. Apr. 10, 2023). Plaintiff, moreover, requests only limited
redactions of “confidential information specific to [Danaher’s] business”; the vast majority of the
2 Complaint remains available to the public. Monbo v. United States, 2023 WL 7129866, at *1
(D.D.C. Sept. 7, 2023).
The second factor — “the extent of previous public access” to the materials Plaintiff
seeks to seal, Nat’l Children’s Ctr., 98 F.3d at 1409 — likewise weighs in favor of sealing. In
assessing this factor, a court “consider[s] the public’s previous access to the sealed information,
not its previous access to the information available in the overall lawsuit.” CNN v. FBI, 984
F.3d 114, 119 (D.C. Cir. 2021). Koehler represents that “the public has never had access to the
Section 220 documents or the proprietary business information therein.” Mot., ¶ 8. Indeed, the
nonpublic character of these materials is underscored by their provenance: Plaintiff obtained
them only through a Section 220 books-and-records demand and, even then, only pursuant to a
confidentiality agreement. Id., ¶ 2.
The third factor similarly supports Plaintiff’s cause. “[T]he fact that a party moves to
seal the record weighs in favor of the party’s motion.” Zapp v. Zhenli Ye Gon, 746 F. Supp. 2d
145, 149 (D.D.C. 2010). Plaintiff has so moved, and, as is common at this stage, no objection to
the Motion has been lodged.
The fourth factor — the “strength of any property [or] privacy interests asserted,” Nat’l
Children’s Ctr., 98 F.3d at 1409 — lends further support for sealing. The Section 220 documents
at issue consist principally of minutes from meetings of Danaher’s Board of Directors and its
committees. See Mot., ¶¶ 2–3, 10. Those materials reflect the Board’s internal financial-
performance assessments, revenue data, business-segment forecasts, and deliberations over
strategic responses to shifting market conditions. Id. That information, Plaintiff contends,
“would be harmful to the Company if made publicly available.” Id., ¶ 10. Protecting
“confidential business information that should be kept private for competitive business reasons”
3 has been recognized by courts in this district as an interest strong enough to merit nondisclosure.
United States v. All Assets Held at Bank Julius Baer & Co., 520 F. Supp. 3d 71, 83 (D.D.C.
2020); see Vanda Pharms., Inc. v. FDA, 539 F. Supp. 3d 44, 57 (D.D.C. 2021) (“[T]he fourth
Hubbard factor weighs strongly in favor of keeping confidential . . . proprietary information
under seal.”); Monbo, 2023 WL 7129866, at *2 (similar).
The fifth factor, which considers possible prejudice to the party seeking the seal, is
neutral. Plaintiff does not “identif[y] how the disclosure of the relevant material” — here, the
Section 220 material discussed in the Complaint — “causes legal prejudice.” All Assets Held,
520 F. Supp. 3d at 85 (quoting Zapp, 746 F. Supp. 2d at 150) (cleaned up); see Friedman v.
Sebelius, 672 F. Supp. 2d 54, 60–61 (D.D.C. 2009) (fifth factor did not “weigh strongly” either
way where “plaintiffs ha[d] not claimed that unsealing this matter would affect them in any
future litigation”). While Koehler states that Danaher “would face substantial prejudice” from
disclosure and that he “would likewise face prejudice” by breaching the parties’ confidentiality
agreement, see Mot., ¶ 11, those cursory statements do not explain how disclosure would impair
his ability to carry out this shareholder derivative action or otherwise prejudice him in any future
litigation.
The last factor — “the purposes for which the documents were introduced,” Nat’l
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UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
RICHARD KOEHLER,
Plaintiff, v. Civil Action No. 26-1566
RAINER M. BLAIR, et al.,
Defendants.
MEMORANDUM OPINION AND ORDER
Plaintiff Richard E. Koehler brings this shareholder derivative action on behalf of
Danaher Corporation, alleging that its directors and officers concealed the impending collapse of
the Company’s pandemic-era growth while selling more than $50 million of personal stock at
artificially inflated prices. See ECF No. 3 (Compl.), ¶¶ 3, 6, 9–10, 22. Koehler asserts claims
for violations of federal securities laws and, under Delaware law, breach of fiduciary duty and
unjust enrichment. Id., ¶¶ 241–82. To protect confidential information from disclosure, Plaintiff
now moves to file his Complaint partially under seal. See ECF No. 1 (Mot.). Specifically, he
seeks to redact information drawn from documents that Danaher produced under a Section 220
demand and designated as confidential, proprietary, and commercially sensitive. See Compl.,
¶¶ 11–21, 96–97, 111–112, 120, 126, 137–138, 155–156, 158, 168, 180–195. The Court will
grant the Motion, subject to any further consideration by the United States District Judge to
whom this case is randomly assigned. See LCvR 40.7(f) (providing that Chief Judge shall “hear
and determine . . . motion[s] to seal the complaint”); id. 5.1(h)(1) (“Absent statutory authority,
no case or document may be sealed without an order from the Court.”).
1 I. Legal Standard
Generally, a plaintiff filing a civil action must identify the parties and file on the public
docket. See Fed. R. Civ. P. 10(a); LCvR 5.1(c)(1). “The starting point in considering a motion
to seal court records is a strong presumption in favor of public access to judicial proceedings.”
Hardaway v. D.C. Hous. Auth., 843 F.3d 973, 980 (D.C. Cir. 2016) (quoting EEOC v. Nat’l
Children’s Ctr., Inc., 98 F.3d 1406, 1409 (D.C. Cir. 1996)). When a party seeks to overcome this
presumption and seal court records, courts engage in the six-factor inquiry described in United
States v. Hubbard, 650 F.2d 293 (D.C. Cir. 1980). Those factors are:
(1) the need for public access to the documents at issue; (2) the extent of previous public access to the documents; (3) the fact that someone has objected to disclosure, and the identity of that person; (4) the strength of any property and privacy interests asserted; (5) the possibility of prejudice to those opposing disclosure; and (6) the purposes for which the documents were introduced during the judicial proceedings.
Nat’l Children’s Ctr., 98 F.3d at 1409 (citing Hubbard, 650 F.2d at 317–22).
II. Analysis
Plaintiff has met his burden to overcome the presumption in favor of public access to
court records. The Court will address each Hubbard factor in turn.
The first — “the need for public access to the documents at issue,” id. — counsels in
favor of granting Plaintiff’s Motion. This shareholder derivative action is not the sort of
traditional criminal proceeding to which courts have recognized that a heightened public interest
attaches. See Hubbard, 650 F.2d at 317. Nor is it tied to any such proceeding. Cf. United States
v. All Petroleum-Product Cargo Aboard the Suez Rajan with Int’l Mar. No. 9524475, No. 23-
882, ECF No. 4 (Mem. Op.) (D.D.C. Apr. 10, 2023). Plaintiff, moreover, requests only limited
redactions of “confidential information specific to [Danaher’s] business”; the vast majority of the
2 Complaint remains available to the public. Monbo v. United States, 2023 WL 7129866, at *1
(D.D.C. Sept. 7, 2023).
The second factor — “the extent of previous public access” to the materials Plaintiff
seeks to seal, Nat’l Children’s Ctr., 98 F.3d at 1409 — likewise weighs in favor of sealing. In
assessing this factor, a court “consider[s] the public’s previous access to the sealed information,
not its previous access to the information available in the overall lawsuit.” CNN v. FBI, 984
F.3d 114, 119 (D.C. Cir. 2021). Koehler represents that “the public has never had access to the
Section 220 documents or the proprietary business information therein.” Mot., ¶ 8. Indeed, the
nonpublic character of these materials is underscored by their provenance: Plaintiff obtained
them only through a Section 220 books-and-records demand and, even then, only pursuant to a
confidentiality agreement. Id., ¶ 2.
The third factor similarly supports Plaintiff’s cause. “[T]he fact that a party moves to
seal the record weighs in favor of the party’s motion.” Zapp v. Zhenli Ye Gon, 746 F. Supp. 2d
145, 149 (D.D.C. 2010). Plaintiff has so moved, and, as is common at this stage, no objection to
the Motion has been lodged.
The fourth factor — the “strength of any property [or] privacy interests asserted,” Nat’l
Children’s Ctr., 98 F.3d at 1409 — lends further support for sealing. The Section 220 documents
at issue consist principally of minutes from meetings of Danaher’s Board of Directors and its
committees. See Mot., ¶¶ 2–3, 10. Those materials reflect the Board’s internal financial-
performance assessments, revenue data, business-segment forecasts, and deliberations over
strategic responses to shifting market conditions. Id. That information, Plaintiff contends,
“would be harmful to the Company if made publicly available.” Id., ¶ 10. Protecting
“confidential business information that should be kept private for competitive business reasons”
3 has been recognized by courts in this district as an interest strong enough to merit nondisclosure.
United States v. All Assets Held at Bank Julius Baer & Co., 520 F. Supp. 3d 71, 83 (D.D.C.
2020); see Vanda Pharms., Inc. v. FDA, 539 F. Supp. 3d 44, 57 (D.D.C. 2021) (“[T]he fourth
Hubbard factor weighs strongly in favor of keeping confidential . . . proprietary information
under seal.”); Monbo, 2023 WL 7129866, at *2 (similar).
The fifth factor, which considers possible prejudice to the party seeking the seal, is
neutral. Plaintiff does not “identif[y] how the disclosure of the relevant material” — here, the
Section 220 material discussed in the Complaint — “causes legal prejudice.” All Assets Held,
520 F. Supp. 3d at 85 (quoting Zapp, 746 F. Supp. 2d at 150) (cleaned up); see Friedman v.
Sebelius, 672 F. Supp. 2d 54, 60–61 (D.D.C. 2009) (fifth factor did not “weigh strongly” either
way where “plaintiffs ha[d] not claimed that unsealing this matter would affect them in any
future litigation”). While Koehler states that Danaher “would face substantial prejudice” from
disclosure and that he “would likewise face prejudice” by breaching the parties’ confidentiality
agreement, see Mot., ¶ 11, those cursory statements do not explain how disclosure would impair
his ability to carry out this shareholder derivative action or otherwise prejudice him in any future
litigation.
The last factor — “the purposes for which the documents were introduced,” Nat’l
Children’s Ctr., 98 F.3d at 1409 — is the only one that cuts the other way. Disclosure is the
norm when “the parties explicitly intend the Court to rely on the sealed materials in adjudicating
their dispute.” Vanda Pharms., 539 F. Supp. 3d at 57 (formatting altered) (quoting Berliner
Corcoran & Rowe LLP v. Orian, 662 F. Supp. 2d 130, 135 (D.D.C. 2009)). Here, Plaintiff
“voluntarily commenced a public proceeding . . . and invoked the jurisdiction of this Court to do
so.” Upshaw v. United States, 754 F. Supp. 2d 24, 30 (D.D.C. 2010). To be sure, Koehler’s
4 redactions are measured and targeted. By including the information in the Complaint, however,
Plaintiff “intended for the Court to rely on the sealed” materials in deciding this case. Michaels
v. NCO Fin. Sys., Inc., 2023 WL 4857413, at *5 (D.D.C. July 31, 2023). Plaintiff confirms as
much, describing the redacted material as “lend[ing] support to the allegations [he] asserts in the
Complaint.” Mot., ¶ 12.
On balance, although the fifth factor is neutral and the sixth supports disclosure, the first
four weigh in favor of granting the Motion. The Court will therefore grant Plaintiff’s request to
redact portions of his Complaint.
III. Conclusion
The Court accordingly ORDERS that:
1. Plaintiff’s [1] Motion for Leave to File Complaint Under Seal is GRANTED;
2. Within fourteen days of the Court’s Order, Plaintiff shall file on the public docket
his [3] redacted Complaint; and
3. Plaintiff’s [1-1] unredacted Complaint shall remain sealed, subject to any further
consideration by the United States District Judge to whom this case is randomly
assigned.
/s/ James E. Boasberg JAMES E. BOASBERG Chief Judge Date: May 19, 2026