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MetLife, Inc. v. Financial Stability Oversight Council

United States District Court, District of Columbia

September 18, 2018

MetLife, Inc., Plaintiff,
v.
Financial Stability Oversight Council, Defendant.

          OPINION

          ROSEMARY M. COLLYER, UNITED STATES DISTRICT JUDGE

         In December 2014, the Financial Stability Oversight Council (FSOC) determined that insurance company MetLife, Inc. was a nonbank financial company whose financial distress could pose a threat to the financial stability of the United States. That determination placed MetLife under the supervision of the Board of Governors of the Federal Reserve and was the subject of litigation in this Court. This opinion does not address that litigation, which has since been settled. Rather, it addresses a motion by intervenor Better Markets, Inc. to unseal corporate and government documents filed with this Court by MetLife and FSOC as part of those proceedings.

         When last this matter was before this Court, it denied Better Markets' motion to unseal the documents because this Court read the privacy protections of the Dodd-Frank statute to evidence a binding congressional intent to keep such documents confidential. On appeal, the D.C. Circuit found that the intent of Congress, while weighing heavily in favor of confidentiality, was not categorical. It reversed and remanded, directing the use of the six-factor analysis from United States v. Hubbard to determine whether the relevant documents should remain under seal. Accordingly, this opinion addresses that analysis and concludes that the Hubbard factors do not support release of those documents that remain under seal, either in whole or in part. Better Markets' motion will be denied.

         I. FACTS

         A. Litigation After the MetLife Determination by FSOC

         The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Pub. L. No. 111-203, 124 Stat. 1376 (2010) (“Dodd-Frank”), was adopted to strengthen oversight of banks and other financial institutions after the financial crisis of 2008. One of its reforms was to create the Federal Stability Oversight Council, which was given the authority to determine that financial distress at a nonbank financial company could pose a threat to the financial stability of the United States. See 12 U.S.C. § 5323(a). Such companies, otherwise referred to as systemically important financial institutions (SIFIs), or “too big to fail, ” are subject to supervision by the Board of Governors of the Federal Reserve System. To help it make such determinations, Congress authorized FSOC to compel nonbank financial companies to submit extensive operational and financial data. Id. § 5322(d)(3)(A). However, Congress also required FSOC to “maintain the confidentiality of any data, information, and reports, ” submitted by such companies. Id. § 5322(d)(5)(A).

         FSOC notified MetLife in July 2013 that it was considering the insurance company for determination as a SIFI. MetLife then voluntarily submitted over 21, 000 pages of documents to FSOC in an attempt to persuade FSOC to the contrary. Nonetheless, in December 2014, FSOC determined that financial distress at MetLife could threaten the financial stability of the United States. See Basis for the Financial Stability Oversight Council's Final Determination Regarding MetLife, Inc., 2 (2014), https://www.treasury.gov/initiatives/fsoc/designations/. MetLife challenged that determination in this Court.

         During summary judgment briefing, FSOC and MetLife filed multiple briefs and documents with the Court including a 16-volume, 3, 000-page joint appendix and 32 supervisory documents from regulators in the States in which MetLife does business, which altogether form the relevant excerpts from FSOC's administrative record for this case. Due to the large amounts of confidential business information in those documents, the Court authorized the parties to file them under seal and to redact confidential information from documents placed on the public record. See, e.g., 5/8/2015 Minute Order (granting leave to file briefs under seal); 9/3/2015 Minute Order (granting leave to file the joint appendix under seal).[1]

         As the case progressed, MetLife and FSOC (without prompting from the Court) continued to review the sealed documents and release to the public those portions whose information was no longer confidential. Thus, on September 30, 2015, the parties filed redacted copies of their final briefs on the public docket. See Notice of Filing Redacted Doc. [Dkt. 84]; Notice of Filing Redacted Doc. [Dkt. 86]. They also filed redacted copies of Volumes 1, 4, 5, and 12-15 of the joint appendix, see Notice of Filing Redacted Doc. [Dkt. 85], including an extensive line-by-line redaction of FSOC's Explanation of the Basis of Final Determination (Final Determination), see [Dkt. 85-2 and 3]. These redacted copies were filed on a timely basis for various amici curiae, including Better Markets, to review before filing their motions on the merits of the determination. On January 27, 2016, MetLife filed updated copies of its briefs and Volumes 5 and 13 of the joint appendix, with fewer redactions than before. See Notice of Filing Public Versions of Brs. And J.A. [Dkt. 100].[2] On February 5, 2016, FSOC followed suit with its own briefs. See Defs.' Resp. to MetLife's Suppl. Points and Authorities [Dkt. 102].

         On February 10, 2016, the Court held a public hearing-with overflow courtroom space to allow full public attendance-on the parties' cross-motions for summary judgment. The transcript of that hearing was made available to the public. See Tr. of Mar. 31, 2016 Mots. Hr'g [Dkt. 108].

         On March 30, 2016, this Court issued its opinion and rescinded FSOC's Final Determination. See MetLife, Inc. v. FSOC, 177 F.Supp.3d 219 (D.D.C. 2016) (MetLife I). That opinion is unredacted and available to the public. The parties subsequently settled the matter while the case was pending on appeal; this Court's final order is available to the public. See Order Den. Joint Mot. to Vacate [Dkt. 129].

         B. The Motions to Unseal

         Parallel to the summary judgment proceedings, Better Markets moved to intervene and to unseal the record, including the briefs and joint appendix. See Better Mkts. Mot. to Intervene [Dkt. 89]. This Court granted the motion to intervene. However, it read the privacy protections of Dodd-Frank to evidence a binding congressional intent to keep the materials submitted to FSOC confidential and so denied the motion to unseal. See MetLife, Inc. v. FSOC, No. 15-0045, 2016 WL 3024015 at *6 (D.D.C. May 25, 2016) (MetLife II).

         The Circuit Court for the District of Columbia Circuit reversed, finding that this Court had read the requirements of Dodd-Frank too broadly and needed to perform the six-factor analysis adopted in United States v. Hubbard, 650 F.2d 293 (D.C. Cir. 1980). See MetLife, Inc. v. FSOC, 865 F.3d 661, 675 (D.C. Cir. 2017) (MetLife III). The D.C. Circuit remanded for such an analysis. On December 20, 2017, Better Markets filed the instant motion to unseal the remaining documents or at least compel FSOC and MetLife to file detailed explanations why each document or redaction must remain sealed. See Better Mkts. Mot. to Unseal (B. Mkts. Mot.) [Dkt. 121].

         Finally, on January 31, 2018, MetLife and FSOC filed updated public versions of Volumes 2, 3, 6, 7, 10, and 13 of the joint appendix, again with fewer redactions. See Notice of Filing Redacted Document [Dkt. 123]. Thus, at the time of this opinion, approximately 2, 300 pages (a little over half) of the administrative record remain wholly under seal and another 1, 400 pages (including FSOC's Final Determination) contain limited-to-no redactions. Additionally, the Court's opinion and substantially all of the parties' briefs are unredacted. FSOC states that “[t]he only portions of the record that remain under seal in this case are those that either (1) MetLife has deemed to contain confidential business information or (2) contain supervisory information submitted to FSOC in confidence by state insurance regulators.” FSOC Opp'n to Mot. to Unseal (FSOC Opp'n) [Dkt. 125] at 5. It is those documents that are now at issue.

         II. LEGAL STANDARD

         Courts in this Circuit apply the six-factor analysis articulated in United States v. Hubbard when balancing one or more parties' interests in keeping a document sealed against the public's interest in disclosure. Those six 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 ...

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