Securities and Exchange Commission, Plaintiff, v. Steve Chen, et al., Defendants, and Li Zhao, et al., Interveners No. CV 15-7425-RGK (PLAx) Signed February 04, 2016 Counsel Donald W. Searles, Peter F. Del Greco, US Securities and Exchange Commission, Los Angeles, CA, for Plaintiff. Jeremy D. Matz, Paul S. Chan, Fanxi Wang, Kimberley M. Miller, Bird Marella Boxer Wolpert Nessim Drooks Lincenberg Rhow PC, Los Angeles, CA, for Defendants. Abrams, Paul L., United States Magistrate Judge ORDER RE: RECEIVER THOMAS A. SEAMAN'S MOTION TO COMPEL COMPLIANCE BY LI ZHAO AND ALLY INVESTORS, LLC WITH SUBPOENAS FOR PRODUCTION OF DOCUMENTS I. BACKGROUND *1 On September 28, 2015, the Securities and Exchange Commission (“SEC”) filed the present action against Steve Chen (“Chen”) and others (collectively “defendants”), alleging that defendants operated a Ponzi scheme that raised approximately $32 million from investors. (Joint Stipulation (“Joint Stipulation” or “JS”) at 1; Dkt. No. 3). That same day, the District Judge entered a Temporary Restraining Order, freezing defendants' assets and appointing a Receiver, Thomas A. Seaman (“Receiver”) to oversee the process. (Dkt. No. 8). On October 6, 2015, Chen consented to a preliminary injunction, including an asset freeze and permanent appointment of the Receiver over Chen's accounts and any of his subsidiary or affiliate accounts (“Receivership Entities”). (Dkt. No. 14). On November 3, 2015, the Receiver issued subpoenas to Li Zhao (“Zhao”)[1] and Ally Investors, LLC (“Ally”), who at that time were nonparties, seeking the identical documents from each. (JS at 4 n.1). On November 17, 2015, Zhao and Ally served identical objections to the subpoenas on various grounds, and stated that they “will meet and confer with Receiver's counsel to determine the proper scope of discovery.” (JS at 5, n.2). When that meet and confer was unsuccessful, on January 20, 2016, the Receiver filed the Joint Stipulation in which he seeks to compel compliance with the subpoenas (“Motion” or “Mot.”).[2] (See JS at 1, Ex. K ¶ 3, Ex. L ¶¶ 13-14). On February 2, 2016, the Receiver filed a Supplemental Memorandum (“Supplemental Memorandum” or “Suppl. Mem.”) in support of the Motion. (Dkt. No. 41). Having considered the pleadings filed in connection with the Motion, the Court has concluded that oral argument will not be of material assistance in determining the Motion. Accordingly, the hearing scheduled for February 16, 2016, is ordered off calendar. See Local Rule 7-15. II. DISCUSSION A. SCOPE OF DISCOVERY Preliminarily, the Court will examine the issues in this Motion using the general standard set forth in Federal Rule of Civil Procedure 26 (“Rule 26”) (as amended December 1,2015). Rule 26 provides that a party may obtain discovery “regarding any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case[.]”[3] Fed. R. Civ. P. 26(b)(1). Factors to consider include “the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit.” Id. Discovery need not be admissible in evidence to be discoverable. Id. However, a court “must limit the frequency or extent of discovery otherwise allowed by [the Federal] rules” if “(i) the discovery sought is unreasonably cumulative or duplicative, or can be obtained from some other source that is more convenient, less burdensome, or less expensive; (ii) the party seeking discovery has had ample opportunity to obtain the information by discovery in the action; or (iii) the proposed discovery is outside the scope permitted by Rule 26(b)(1).” Fed. R. Civ. P. 26(b)(2)(C). Finally, the Court is mindful of the imperative that the Federal Rules of Civil Procedure be “construed, administered, and employed by the court and the parties to secure the just, speedy, and inexpensive determination of every action and proceeding.” Fed. R. Civ. P. 1 (as amended December 1, 2015) (emphasis added); see also Landis v. N. Am. Co., 299 U.S. 248, 254-55, 57 S. Ct. 163, 81 L.Ed. 153 (1936) (a court has the inherent power “to control the disposition of the causes on its docket with economy of time and effort for itself, for counsel, and for litigants” and “[h]ow this can best be done calls for the exercise of judgment, which must weigh competing interests and maintain an even balance”). *2 Applying these guidelines, the Court will consider whether the subpoenas seek nonprivileged and relevant material that is proportional to the needs of the case, in light of Zhao's and Ally's status in the action. B. REQUEST NUMBER 1 Request number 1 in the subpoenas –– the only request at issue herein ––seeks “[a]ny and all documents ... relating to transactions with, services provided by or to, or any other dealings with” the Receivership Entities, or Chen, including but not limited to (a) “written communications of any kind (including letters, emails, text messages, or other written correspondences), with, or on behalf of, the Receivership Entities or Chen or any of their respective owners, stockholders, officers, directors, employees, insurers, affiliates, subsidiaries, agents, predecessors, successors, representatives, attorneys, or assigns,” and (b) “[a]ll letters of intent, contracts, agreements, purchase orders, invoices, receipts, record of payments, cancelled checks, [and] wire transfer details, which relate to any funds received from, transactions with, services provided by or to, or any other dealings with the Receivership Entities or Chen, or any of their respective owners, stockholders, officers, directors, employees, insurers, affiliates, subsidiaries, agents, predecessors, successors, representatives, attorneys, or assigns.” (JS at 5-6; see also JS Ex. A at 27, Ex. B at 34). In their responses, Zhao and Ally generally objected, among other things, that the request seeks documents that are irrelevant because they are not reasonably calculated to lead to the discovery of admissible evidence and not relevant to any party's claim or defense, and that it seeks documents otherwise beyond the scope of discovery set forth in Rule 26(b)(1). (JS Ex. C at 42, Ex. D at 52). They also objected that the request seeks documents relating to time periods not relevant to the action (id.); is vague and ambiguous as to the terms and phrases “materials,” “letters of intent,” “record of payments,” and “affiliates”; and is overly broad, unduly burdensome, and oppressive, in light of their status (at that time) as nonparties.[4] (JS at 5, Ex. C at 45, Ex. D at 55). They further objected that the request seeks documents containing confidential, sensitive, commercial, or proprietary business information protected by privacy and/or confidentiality laws; seeks information protected by the attorney-client privilege, the attorney work product doctrine, and/or other applicable protection, privilege, or immunity[5]; and that it seeks documents already in the Receiver's possession, custody, or control, or otherwise equally or more readily available from other parties and/or sources to which the Receiver has access. (Id.). C. CONTENTIONS *3 In the Joint Stipulation, Zhao and Ally contend that the request, seeking “ ‘any and all’ documents ‘relating to’ Steve Chen and the Receivership Entities,” exceeds the scope of permissible nonparty discovery under the Federal Rules (but see supra note 4), and “potentially requires production of many documents that have no relevance to this case, at significant cost to Ally and Ms. Zhao.” (JS at 10-11). Zhao and Ally argue that even if some of the communications are relevant to the District Judge's determination as to whether Ally is an affiliate of Chen or the Receivership Entities for purposes of the Receiver's opposition to Zhao and Ally's Motion to Intervene,[6] the Receiver fails to explain why every communication, including “purely personal ones unrelated to the Receivership Entities,” are relevant. (JS at 20). Zhao and Ally also submit that the Receiver's “allegedly ‘broad’ powers” do not supersede the requirements under Rule 45 to avoid imposing an undue burden or expense on nonparties. (JS at 17). Zhao and Ally state that they “repeatedly met and conferred with the Receiver and suggested proposed modifications in an effort to negotiate an agreement to narrow the scope of the subpoena ... [y]et the Receiver refused to narrow the scope ....” (JS at 14). For instance, Zhao and Ally were “willing to produce all communications, if any, relevant to the allegations in the SEC's complaint.” (JS at 15). The Receiver refused that compromise and instead proposed only that he would consider that documents concerning the minor child were irrelevant but that a log of such communications should nevertheless be produced, and that he would limit the time period to January 2011 to the present. (JS at 16). Zhao and Ally observe that the fraud alleged in the Complaint did not begin until 2013, and thus the Receiver's time limit proposal was not narrowly tailored and still seeks documents that are not relevant to the allegations in the Complaint or to the Receiver's duties. (JS at 16, 21). Finally, Zhao and Ally argue that the Receiver has the requested documents or can easily access them from others, and in particular that the Receiver already has all of Zhao and Ally's bank records and “can obtain the exact same documents and communications from Defendants themselves.” (Id.). They state that the Receiver has possession of the Receivership Entities' email servers and the computers of all of their employees,[7] and would only have to run searches for Zhao's or Ally's names to obtain communications between or among Chen, the Receivership Entities, Zhao, or Ally. (JS at 20). They contend that Rules 26 and 45 of the Federal Rules of Civil Procedure require the Receiver to do that before imposing costly burdens on Zhao and Ally to produce the same information. (JS at 20). Zhao and Ally observe that the Receiver clearly has access to such information as evidenced by the fact that in this Motion, as well as in his Opposition to Zhao and Ally's Motion to Intervene, he has pointed to evidence that he has reviewed showing that Zhao was an employee of the Receivership Entities and received gifts, personal and travel expenses, and cash transfers from them; that Ally made payments to pay personal expenses of Chen and Zhao; and that the Receivership Entities allegedly transferred a total of $1,514,492.17 to Ally. (JS at 19 (citations omitted)). Moreover, they argue, even if the Receiver did not already have such documents from the servers and computers of the Receivership Entities, they should not be subpoenaed from a nonparty (but see supra note 4) where they can be more easily obtained from a party. (JS at 20 (citations omitted)). Zhao and Ally also argue that if they are required to produce documents, then the cost-shifting provision under Rule 45 should be invoked to reduce the burden and cost to Zhao and Ally who currently have no access to funds due to the Receiver's “unlawful”[8] seizure/freezing of their accounts. (JS at 21,23 (citing Fed. R. Civ. P. 45(d)(2)(B)(ii))). With respect to the relevance of the requested documents, the Receiver counters that he has broad duties and powers, including “to investigate the financial affairs of the Receivership entities,” including whether any receivership assets were transferred to Zhao and Ally. (JS at 6, 7). Thus, the request is “relevant to the Receiver's performance of his duties.” (JS at 8). The Receiver also argues that the request is not overly broad because the Receiver's “Court-ordered duties are broader than what is alleged in the SEC's complaint.” (JS at 9). Furthermore, now that the District Judge has determined that Zhao and Ally are affiliates of both Chen and the Receivership Entities (Dkt. No. 38), the Receiver argues that Zhao and Ally are “required under [Section XI of] the Preliminary Injunction Order [in this action] to give the Receiver access to the requested documents.”[9] (Suppl. Mem. at 1). Additionally, under Section VIII of the Preliminary Injunction Order, affiliates of Chen and the Receivership Entities –– which now include Zhao and Ally –– are prohibited from concealing any documents, including books, records, emails, correspondence, memoranda, brochures “or any other documents of any kind in their possession, custody or control ... pertaining in any manner to Chen and the Entity Defendants.” (Dkt. No. 14 at 10). The Receiver alleges that Zhao and Ally's “unsubstantiated boilerplate objections ... are nothing more than improper attempts to conceal their dealings with Chen and the Receivership Entities, in an effort to retain potentially ill-gotten gains stemming from the alleged fraud perpetrated by Chen and the Receivership Entities.” (Suppl. Mem. at 2). He also submits that as interveners, Zhao and Ally are subject to the same discovery obligations as the other parties in the action. (Suppl. Mem. at 2-3 (citaitons omitted)). The Receiver further contends that Zhao's claim that the production of responsive emails and text messages is unduly burdensome is “entirely self-imposed,” because Zhao wants her counsel to review her emails before they are produced, and has suggested that the Receivership Entities' investors pay her counsel to conduct “an unnecessary review of her emails.” (JS at 9-10). During the meet and confer process, the Receiver agreed to limit the time frame of the requests to January 1, 2011, the year Ally was formed, to the present. (Id.). He also agreed that communications between Zhao and Chen pertaining to their minor son may be excluded, but proposed that a log of those communications must be produced. (Id.). The Receiver also proposed that Zhao could “run searches through her email and text communications to isolate her communications with Chen and other employees/agents of the Receivership Entities and produce the search results.” (Id.). D. ANALYSIS *4 On January 15, 2016, the District Judge determined that Zhao and Ally were entitled to intervene as a matter of right pursuant to Rule 24(a)(2) of the Federal Rules of Civil Procedure. (Dkt. No. 38). Where a motion to intervene is granted, the intervener gains party status. United States ex rel. Eisenstein v. City of N.Y., 556 U.S. 928, 129 S. Ct. 2230, 173 L.Ed. 2d 1255 (2009) (quoting Rocca v. Thompson, 223 U.S. 317, 330, 32 S. Ct. 207, 56 L.Ed. 2d 629 (1988)). Unless the Court imposes conditions on the intervention, the intervener has the right to conduct discovery, assert counterclaims against the original parties or other parties, participate fully at trial, and to appeal. Ne. Clackamas Cnty. Elec. Coop., Inc. v. Cont'l Cas. Co., 221 F.2d 329, 332-33 (9th Cir. 1955). Here, there is no evidence that Zhao and Ally sought a limited intervention or that the District Judge imposed conditions in granting their motion to intervene, such as limiting discovery by or against them or otherwise limiting their participation in the action in any way. Therefore, as interveners, Zhao and Ally have full party status, including the right to engage in discovery –– and to be subject to discovery. See Int'l Union of Mine, Mill & Smelter Workers, Locals No. 15 v. Eagle-Picher Mining & Smelting Co., 325 U.S. 335, 338, 65 S. Ct. 1166, 89 L.Ed. 1649 (1945); United States v. Cal. Mobile Home Park Mgmt. Co., 107 F.3d 1374, 1378 (9th Cir. 1997); cf. Gen. Elec. Co. v. Wilkins, 2012 WL 2376940, at *5 (E.D. Cal. June 22, 2012) (denying motion to compel intervener to produce documents on the ground that the motion made no argument regarding compelling production, but granting the request for attorneys fees incurred in filing the motion against intervener). Accordingly, to the extent that Zhao and Ally's objections to the request and/or their arguments in opposition to the Motion are based on a contention that they are nonparties, those objections and arguments are rejected. Even assuming the Motion to Intervene was intended to be limited only to a determination of whether Zhao and Ally's accounts were subject to the Receiver's power to freeze those assets, not only did the District Judge grant Zhao and Ally's Motion to Intervene, but in considering whether Zhao and Ally were entitled to relief from the asset-freeze order he also determined that they are affiliates of both Chen and the Receivership Entities. As affiliates, Zhao and Ally are subject to the terms and conditions of the Preliminary Injunction Order issued in the action, including Sections VIII and XI as discussed above. Additionally, Section XIX of that Order provides that “discovery shall hereafter proceed in accordance with Rules 26, 30, 33, 34, 36, and 45 of the Federal Rules of Civil Procedure and the corresponding Local Rules of this Court.” (Dkt. No. 14 at 16). The Court finds that the issue of whether any receivership assets were transferred to Zhao and Ally is relevant to plaintiff's claim of fraud in connection with the purchase or sale of securities and to the duties of the Receiver to “pursue claims of the Receivership Entities to recover sums from third parties,” and to “conduct such investigation and discovery as may be necessary to locate and account for all of the assets of or managed by the Receivership Entities and their subsidiaries and affiliates.” (Dkt. No. 14 at 12). The Court does not agree with Zhao and Ally that the request seeks any documents relating to Chen and the Receivership entities, including “purely personal” documents, as by its terms it is limited to documents relating to “transactions with, [or] services provided by or to ..., the Receivership entities or Chen.” Thus, at least with respect to “transactions” and “services,” the request does not encompass, as Zhao and Ally argue, “purely personal” communications. (JS at 20). However, the request also seeks documents that relate to “any other dealings with the Receivership Entities or Chen ....” The Court finds that in this respect the request may encompass personal communications as well as other information that is not relevant to the claims or defenses in the action, or even to the duties of the Receiver and, therefore, to the extent the request seeks documents relating to “any other dealings,” it is overly broad. With respect to the disputed time frame, the Receiver has provided evidence that between March 2011[10] and September 2015, Ally received a total of $1,514,492.17 from the Receivership Entities. (JS at 6, Ex. F (Seaman Decl.), ¶¶ 2-7). Thus, the Receiver has demonstrated that documents from 2011 to the present are relevant to plaintiff's claims. *5 The question remains whether the relevant documents sought are “proportional to the needs of the case.” The issue in this action –– fraud on unsuspecting investors –– is an important issue, and the amount in controversy, potentially in excess of $32 million, is significant. With respect to the relative access to relevant information of the Receiver and Zhao and Ally, the Receiver does not dispute that he has possession of the email servers and computers of the Receivership Entities and their employees. Nor does he provide an explanation as to why –– since he has access to those servers and computers –– potentially redundant electronic production from Zhao and Ally is necessary. Accordingly, the Court agrees with Zhao and Ally that the Receiver has a more convenient, less burdensome, and less expensive source to obtain some –– but not all –– of the documents sought by the subpoenas, at least to the extent that information is contained in electronic form on the Receivership Entities' servers and computers in the Receiver's possession. However, there has been no showing that (a) emails or documents between or among Zhao and Ally and third parties other than the Receivership Entities would be included on those servers and computers; or (b) that Zhao and Ally's text/chat messages or other documents would reside on those computers; or (c) that the Receiver has obtained Zhao and Ally's text/chat messages and/or other documents from the Receivership Entities and their employees that are responsive to the request. With respect to the resources of the Receiver and Zhao and Ally, and the burden or expense of production, Zhao and Ally allege that if they are “required to look through their electronic data for the Receiver's request,” they would be forced to run searches for fourteen defendants and all of their “employees, representatives, agents, affiliates, etc.,” “names that are currently unknown to Ms. Zhao.” (JS at 22). They note that “Counsel for Ms. Zhao and Ally have forensically collected nearly 15,000 documents and/or emails, and over 60,000 text and/or chat messages (at a cost to date of over $3,000).” (Id.). They argue that if they are required to respond to the “broad subpoenas, this data would first have to be filtered,” and then counsel would need to review all of these documents to determine privilege and responsiveness –– for an additional cost that is “commensurate with the amount of documents and data being filtered and reviewed.” (Id.). Furthermore, “many” of Zhao's emails, texts, and/or chat messages are in Chinese, which would necessitate the additional step of obtaining a translator. (Id.). Zhao and Ally state that the total cost of data collection, review, and production of documents in response to the subpoenas will be “significant,” and is estimated to exceed $25,000.[11](Id.). They argue that the cost of responding is significant for them “particularly given the Receiver's unlawful seizure and freezing” of approximately $3.3 million of their assets –– only $1.5 million of which the Receiver purportedly contends was transferred to Ally by the Receivership Entities. (JS at 23-24 (citing JS at 2)). After considering the contentions of the Receiver and Zhao and Ally, the Court finds that, on balance, the likely benefit from the proposed discovery outweighs the alleged burden or expense of production, given Zhao and Ally's current status in this action, and especially in light of the fact that the collection of Zhao and Ally's documents, emails, and text/chat messages apparently has already been conducted. Based on the foregoing, the Court finds that at least some of the requested information at issue in this Motion is relevant and proportional to the needs of the case, and the Court grants in part and denies in part the Motion to Compel. Specifically, the production of documents as directed below shall be limited to the time period from January 1, 2011, to the present. Moreover, because the Receiver has in his possession the email servers and computers of the Receivership Entities and their employees, Zhao and Ally need not produce documents, including but not limited to those set forth in paragraphs 1(a) and 1(b) of the subpoenas, relating to any transactions with, or services provided by or to the Receivership Entities as defined in the subpoenas, or with Chen, to the extent those documents would be contained on the computers and servers in the possession of the Receiver. However, Zhao and Ally must produce all responsive documents in their possession, custody, or control, including but not limited to those set forth in paragraphs 1(a) and 1(b) of the subpoenas, relating to any transactions with, or services provided by or to the Receivership Entities as defined in the subpoenas, or with Chen, that would not necessarily reside on the email servers or computers in the Receiver's possession. By way of example, Zhao or Ally may have created communications or documents on their own computers or email servers with or on behalf of the Receivership Entities, that were sent through channels that would not cause the communication to reside on the Receivership Entities' email servers or computers, e.g., the communications to or from a private email account, or by text, fax or letter, or to third parties other than the Receivership Entities or Chen. Such documents must be produced. Moreover, while the Court agrees that purely personal communications relating to the minor son of Zhao and Chen need not be produced, there may be communications or documents relating to transactions with, or services provided by or to the Receivership Entities as defined in the subpoenas, or with Chen, relating to the minor son that might otherwise be responsive to the request. For instance, the Receiver has alleged that there is evidence showing that Ally –– which the District Judge has determined is an affiliate of Chen –– made large payments to pay the personal expenses of Chen and Zhao, including tuition payments for their son's private school. (JS at 6). Such documents must be produced. Zhao and Ally need not produce bank records to the extent they are already in the possession of the Receiver. Zhao and Ally's request for cost-shifting pursuant to Rule 45 is denied. III. CONCLUSION *6 Accordingly, the hearing set for February 16, 2016, is hereby vacated. The Receiver's Motion to compel is granted in part and denied in part, as set forth above. No later than February 25, 2016, Zhao and Ally shall produce all required documents, as well as any privilege log, in accordance with this Order.[12] If the Receiver or Zhao and Ally so desire, no later than February 18, 2016, the Receiver and Zhao and Ally shall submit to the Court for review an appropriately drafted stipulated protective order.[13] It is so ordered. Footnotes [1] Defendant Chen and Zhao have a minor son together (JS at 6), and Zhao was a “high-level employee of the Receivership Entities” (JS at 2), and is the “sole member of Ally.” (JS at 12). [2] The Court notes that although the parties to the Motion filed a Joint Stipulation (“Joint Stipulation” or “JS”) in accordance with Local Rule 37-2, no motion or notice of motion was filed and served. Local Rule 37-2 (“The stipulation shall be filed and served with the notice of motion.”). [3] The scope of discovery that can be requested through a subpoena under Rule 45 is the same as the scope under Rule 26(b). Fed. R. Civ. P. 45 Advisory Comm.'s Note (1970) (“[T]he scope of discovery through a subpoena is the same as that applicable to Rule 34 and other discovery rules.”); Fed. R. Civ. P. 34(a) (“A party may serve on any other party a request within the scope of Rule 26(b).”). [4] On January 15, 2016, the District Judge granted Zhao and Ally's Motion to Intervene pursuant to Rule 24(a)(2) of the Federal Rules of Civil Procedure. (Dkt. No. 38). Thus, as discussed herein, they are no longer nonparties. [5] In the Joint Stipulation, however, Zhao and Ally did not discuss any of the privileges or other protections they claimed in their objections. Neither did Zhao and Ally provide a privilege log of the documents for which they claim privilege or other protection. Accordingly, Zhao and Ally's objections, to the degree they are based upon these privileges, protections, and other doctrines, are overruled without prejudice to their renewal if properly included in a privilege log complying with Rule 26(b)(5)(A), and with proper legal and factual support. To the extent Zhao and Ally have information responsive to the request that they contend might disclose confidential information, or information protected by a right to privacy, Zhao and Ally may make the disclosure of that information subject to an appropriately drafted stipulated protective order. [6] On January 15, 2016, the District Judge found that Zhao and Ally are affiliates of both Chen and the Receivership Entities. (Dkt. No. 38 at 6). [7] However, although the Receiver has alleged Zhao “was a high-level employee of the Receivership Entities” (JS at 2), and Zhao and Ally have been determined to be affiliates of Chen and the Receivership Entities, no evidence has been presented that the Receiver has possession of Zhao's and/or Ally's computer(s). [8] However, in connection with the Motion to Intervene, the District Judge found that 4 of the 5 accounts belonging to Zhao and/or Ally that were seized and frozen were properly subjected to the asset-freeze order and were to “remain frozen,” and that only the UTMA account in the name of Zhao's minor child was to be excluded from the asset-freeze order. (Dkt. No. 38 at 6). [9] Section XI of the Preliminary Injunction Order states that the Receiver “is appointed during the pendency of this action as permanent receiver of the Entity Defendants and their subsidiaries and affiliates, with full powers of an equity receiver, including, but not limited to, full power over all funds, assets, collateral, premises (whether owned, leased, occupied, or otherwise controlled), choses in action, books, records, papers and other property belonging to, being managed by or in the possession of or control of the Receivership Entities and their subsidiaries and affiliates ....,” and that the Receiver is authorized to “have access to and to collect and take custody, control, possession, and charge of all funds, assets, collateral, premises (whether owned, leased, occupied, or otherwise controlled), choses in action, books, records, papers and other real or personal property, wherever located, of or managed by the Entity Defendants and their subsidiaries and affiliates ....” (Dkt. No. 14 at 11-12). The Receiver may also “conduct such investigation and discovery as may be necessary to locate and account for all of the assets of or managed by the Receivership Entities and their subsidiaries and affiliates ....” (Dkt. No. 14 at 12). [10] Although in the Joint Stipulation the Receiver states that Ally received cash transfers from the Receivership Entities between March 2012 and September 2015, the Exhibit cited to demonstrates that the transfers were made between March 2011 and September 2015. (JS Ex. F ¶ 4-5). [11] This total amount appears to include the cost of any necessary translation services. (See JS at 22 (“Counsel for Ms. Zhao would have to undertake an additional step of obtaining a translator for these documents, which would also enlarge the cost of review. In total, the cost of data collection, review, and production ... will be significant and is estimated to exceed $25,000.”) (citations omitted)). [12] Failure to provide sufficient information may constitute a waiver of the privilege. See Fed. R. Civ. P. 26(b)(5); Clarke v. Am. Comm. Nat'l Bank, 974 F.2d 127, 129 (9th Cir. 1992); The Rutter Group, Cal. Practice Guide, Fed. Civ. Proc. Before Trial, Form 11:A (Privilege Log). [13] The Court advises that the Court may only enter a protective order upon a showing of good cause. Phillips v. G.M. Corp., 307 F.3d 1206, 1209 (9th Cir. 2002) (Rule 26(c) requires a showing of “good cause” for a protective order); Makar-Wellbon v. Sony Elec., Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective orders require good cause showing). In any proposed stipulated protective order submitted to the Court, the parties must include a statement demonstrating good cause for entry of a protective order pertaining to the documents or information described in the order. The paragraph containing the statement of good cause should be preceded by a heading stating: “GOOD CAUSE STATEMENT.” The Court directs the parties to the preferred form of protective order available on the Court's website link to the undersigned Magistrate Judge's Procedures and Schedules.