Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 1 of 37
`
`IGNACIO E. SALCEDA, State Bar No. 164017
`Email: isalceda@wsgr.com
`BENJAMIN M. CROSSON, State Bar No. 247560
`Email: bcrosson@wsgr.com
`STEPHEN B. STRAIN, State Bar No. 291572
`Email: sstrain@wsgr.com
`WILSON SONSINI GOODRICH & ROSATI
`Professional Corporation
`650 Page Mill Road
`Palo Alto, CA 94304-1050
`Telephone: (650) 493-9300
`Facsimile: (650) 565-5100
`Attorneys for Defendants Alphabet Inc., Google LLC,
`Lawrence E. Page, Sundar Pichai,
`Keith P. Enright and John Kent Walker, Jr.
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`
`Master File No. 4:18-cv-06245-JSW
`CLASS ACTION
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED
`COMPLAINT FOR VIOLATION OF
`THE FEDERAL SECURITIES
`LAWS
`
`)))))))))))))))))))))))))
`
`In re ALPHABET, INC. SECURITIES
`LITIGATION,
`
`This Document Relates To:
`ALL ACTIONS.
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`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-1-
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`

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`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 2 of 37
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`Defendants Alphabet Inc. (“Alphabet” or the “Company”), Google LLC (“Google”),
`Lawrence E. Page, Sundar Pichai, Keith P. Enright and John Kent Walker, Jr. (collectively,
`“Defendants”), hereby answer the Consolidated Amended Complaint for Violation of the Federal
`Securities Laws (the “Complaint” or “¶”) filed by lead plaintiff State of Rhode Island, Office of
`the Rhode Island Treasurer on behalf of the Employees’ Retirement System of Rhode Island
`(“Plaintiff”).
`The Court’s Order dated February 5, 2020 (the “February 5, 2020 Order”) granted
`Defendants’ motion to dismiss the Complaint in its entirety. In its June 16, 2021 opinion, the
`Ninth Circuit panel affirmed the Court’s February 5, 2020 Order dismissing all purportedly false
`statements contained in the Complaint other than the statements relating to Alphabet’s Forms 10-
`Q filed with the U.S. Securities and Exchange Commission (“SEC”) in April and July of
`2018. See ECF No. 87 (the “June 16, 2021 Court of Appeals Opinion”) at 23, 34-37. To the
`extent the allegations of the Complaint concern claims that were dismissed by the February 5,
`2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation.
`To the extent the paragraphs of the Complaint are grouped under headings and
`subheadings, Defendants respond generally that the headings and subheadings do not constitute
`factual averments, and thus the headings and subheadings are not included herein. To the extent
`a response is deemed necessary, Defendants deny each and every heading and subheading in the
`Complaint.
`Except as expressly admitted herein, Defendants deny each and every allegation of the
`Complaint, including, without limitation, any allegations in the unnumbered paragraph on page 1
`of the Complaint, headings, subheadings, footnotes, and/or the prayer for relief.
`Defendants further answer the numbered paragraphs in the Complaint as follows.
`1.
`Defendants admit that Plaintiff purports to bring an action under Sections 10(b)
`and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5
`promulgated thereunder, on behalf of those who purchased or otherwise acquired securities of
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-2-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 3 of 37
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`Alphabet between April 23, 2018 and October 7, 2018. Except as expressly admitted herein,
`Defendants deny each and every allegation in paragraph 1.
`2.
`Defendants deny the allegations in paragraph 2.
`3.
`Defendants admit that Plaintiff purports to bring an action under Sections 10(b)
`and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. Defendants deny
`violating Sections 10(b) or 20(a) of the Exchange Act, or Rule 10b-5 promulgated under the
`Exchange Act. The allegations in paragraph 3 otherwise consist of legal conclusions to which no
`response is required. Except as expressly admitted herein, Defendants deny each and every
`allegation in paragraph 3.
`4.
`Defendants admit that this Court has jurisdiction over this action.
`5.
`Defendants admit that venue is proper in this District.
`6.
`The allegations in paragraph 6 consist of legal conclusions to which no response
`is required. To the extent a response is deemed necessary, Defendants deny each and every
`allegation in paragraph 6.
`7.
`Defendants admit that Plaintiff submitted a certification to the Court at ECF No.
`19-3. Defendants deny the remaining allegations in paragraph 7.
`8.
`Defendants admit that Alphabet is headquartered in Mountain View,
`California. Defendants admit that Alphabet’s Class C capital stock is listed on the Nasdaq
`Global Select Market under the symbol “GOOG.” Defendants admit that, as of January 31,
`2019, there were 349,291,348 shares of Alphabet’s Class C capital stock outstanding. Except as
`expressly admitted herein, Defendants deny each and every allegation in paragraph 8.
`9.
`Defendants admit that Google is a technology company that specializes in
`Internet-related services and products, including online advertising technologies, search, cloud
`computing, software, and hardware. Defendants admit that, on October 2, 2015, Alphabet
`announced the completion of a holding company reorganization in which Alphabet became the
`successor issuer to Google Inc. Defendants admit that as a result of the reorganization, Google
`Inc. became a direct wholly-owned subsidiary of Alphabet. Defendants admit that Google Inc.
`filed a Certificate of Conversion with the Delaware Secretary of State, in which Google Inc.
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-3-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 4 of 37
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`converted from a corporation to a limited liability company and changed its name to Google
`LLC on September 30, 2017. Defendants admit that Google is a wholly-owned subsidiary of
`Alphabet. Defendants admit that Plaintiff purports to refer to Google Inc. and Google LLC
`collectively as “Google” in the Complaint, and that Plaintiff purports to refer to Alphabet and
`“Google” collectively as “the Companies” in the Complaint. Except as expressly admitted
`herein, Defendants deny each and every allegation in paragraph 9 and footnote 1.
`10.
`To the extent paragraph 10 concerns claims that were dismissed by the February
`5, 2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation in paragraph 10. The Complaint alleges that Mr. Enright
`made false and misleading statements in written testimony provided to the Senate Committee on
`Commerce, Science, and Transportation on September 26, 2018, and in a September 24, 2018
`blog post. ¶¶ 52-55. The June 16, 2021 Court of Appeals Opinion affirmed the dismissal of
`those statements, and thus no response to allegations concerning those statements is required.
`June 16, 2021 Court of Appeals Opinion at 34-37. To the extent a response is necessary,
`Defendants admit that Mr. Enright held the position of Director, Privacy Legal from 2016 until
`September 2018, and that Mr. Enright took on the role of Chief Privacy Officer in September
`2018. Defendants admit that Mr. Enright was at one point Google’s data protection officer, but
`no longer holds that position. Except as expressly admitted herein, Defendants deny each and
`every allegation in paragraph 10.
`11.
`Defendants admit that Larry Page is one of Google’s Co-Founders and has served
`as a member of the Company’s Board of Directors since Google Inc.’s inception in September
`1998. Defendants admit that Mr. Page served as Google’s Chief Executive Officer from
`September 1998 to July 2001. Defendants admit that Mr. Page resumed the role of Google’s
`Chief Executive Officer from April 2011 to October 2015, and that Mr. Page served as
`Alphabet’s Chief Executive Officer from October 2015 to December 2019. Defendants admit
`that Mr. Page was a member of Alphabet’s Board of Directors and the Board of Directors’
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`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-4-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 5 of 37
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`standing Executive Committee between April 23, 2018 and October 7, 2018. Except as
`expressly admitted herein, Defendants deny each and every allegation in paragraph 11.
`12.
`Defendants admit that Sundar Pichai has served as Chief Executive Officer of
`Google since October 2015. Defendants admit that Mr. Pichai joined Google in April 2004 and
`has held various positions at Google, including Senior Vice President of Products; Senior Vice
`President of Android, Chrome and Apps; Senior Vice President, Chrome and Apps; Senior Vice
`President, Chrome; and Vice President, Product Management. Defendants admit that Mr. Pichai
`was a member of Alphabet’s Board of Directors between April 23, 2018 and October 7, 2018,
`and has been a member of the Board of Directors’ standing Executive Committee since April
`2018. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 12.
`13.
`To the extent paragraph 13 concerns claims that were dismissed by the February
`5, 2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation in paragraph 13. The Complaint alleges that Mr. Walker
`made a false and misleading statement during Alphabet’s June 6, 2018 shareholders meeting.
`¶¶ 48, 55. The June 16, 2021 Court of Appeals Opinion affirmed the dismissal of that statement,
`and thus no response to allegations concerning that statement is required. June 16, 2021 Court of
`Appeals Opinion at 34-37. To the extent a response is necessary, Defendants admit that Mr.
`Walker served as Vice President and General Counsel of Google beginning in November 2006
`and that in June 2018, Mr. Walker became Google’s Senior Vice President, Global Affairs.
`Defendants admit that in his role as General Counsel, Mr. Walker had responsibility for, among
`other things, overseeing the Company’s legal department and advising the Company’s Board of
`Directors and members of the Company’s management team on various matters, including legal
`and corporate governance matters. Except as expressly admitted herein, Defendants deny each
`and every allegation in paragraph 13.
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`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-5-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 6 of 37
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`Defendants admit that the Complaint purports to refer to Messrs. Page, Pichai,
`14.
`Enright, and Walker as the “Individual Defendants.” Except as expressly admitted herein,
`Defendants deny each and every allegation in paragraph 14.
`15.
`To the extent paragraph 15 concerns claims that were dismissed by the February
`5, 2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation in paragraph 15. In addition, each sentence of this
`paragraph contains legal conclusions to which no response is required. To the extent a response
`is necessary, Defendants admit that, during the April 23, 2018 to October 7, 2018 period, Messrs.
`Page, Pichai, Enright, and Walker had access to nonpublic information about Alphabet’s
`business and attended internal meetings. Except as expressly admitted herein, Defendants deny
`each and every allegation in paragraph 15.
`16.
`To the extent paragraph 16 concerns claims that were dismissed by the February
`5, 2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation in paragraph 16. In addition, the allegations in paragraph 16
`contain legal conclusions to which no response is required. To the extent a response is deemed
`necessary, Defendants deny each and every allegation in paragraph 16.
`17.
`To the extent paragraph 17 concerns claims that were dismissed by the February
`5, 2020 Order, the dismissal of which was affirmed by the June 16, 2021 Court of Appeals
`Opinion, Defendants need not respond to these allegations and, on that basis, Defendants deny
`each and every dismissed allegation in paragraph 17. In addition, the allegations in paragraph 17
`contain legal conclusions to which no response is required. To the extent a response is deemed
`necessary, Defendants deny each and every allegation in paragraph 17.
`18.
`Defendants admit that, on October 2, 2015, Alphabet announced the completion
`of a holding company reorganization in which Alphabet became the successor issuer to Google
`Inc. Defendants admit that Google is a wholly-owned subsidiary of Alphabet. The remaining
`allegations in paragraph 18 consist of Plaintiff’s characterizations, which Defendants
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-6-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 7 of 37
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`deny. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 18.
`19.
`Defendants admit that Sergey Brin and Larry Page are Google’s Co-
`Founders. Defendants admit that paragraph 19 purports to quote and characterize statements
`from Google Inc.’s August 18, 2004 Form 424B4. That Form 424B4 speaks for itself and
`Defendants refer to the Form 424B4 for its complete contents. Defendants deny that Plaintiff’s
`selective quotation is complete or presented with full context and deny Plaintiff’s
`characterization of the Form 424B4. The remaining allegations in paragraph 19 consist of
`Plaintiff’s characterizations, which Defendants deny. Except as expressly admitted herein,
`Defendants deny each and every allegation in paragraph 19.
`20.
`Defendants admit that paragraph 20 may purport to quote and characterize
`statements made by Eric Schmidt at the Gartner Symposium/ITxpo 2013 conference in October
`2013 as reported in the press or derived from other sources. Defendants refer to the source
`materials for the statements alleged to have been made by Mr. Schmidt during the
`conference. Defendants deny that Plaintiff’s selective quotations are complete or presented with
`full context and deny Plaintiff’s characterization of Mr. Schmidt’s statements made during the
`Gartner Symposium/ITxpo 2013 conference in October 2013. Except as expressly admitted
`herein, Defendants deny each and every allegation in paragraph 20.
`21.
`Defendants admit that paragraph 21 may purport to quote and characterize
`statements from Alphabet’s Code of Conduct. Alphabet’s Code of Conduct speaks for itself and
`Defendants refer to the Code of Conduct for its complete contents. Defendants deny that
`Plaintiff’s selective quotation is complete or presented with full context and deny Plaintiff’s
`characterization of the Code of Conduct. Except as expressly admitted herein, Defendants deny
`each and every allegation in paragraph 21.
`22.
`Defendants admit that paragraph 22 purports to characterize statements made
`between November 2016 and February 2018 as alleged and selectively quoted in paragraphs 23-
`30 of the Complaint. The source materials selectively quoted in paragraphs 23-30 of the
`Complaint speak for themselves, and Defendants refer to those materials for their complete
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-7-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 8 of 37
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`contents. Defendants deny Plaintiff’s characterization of those materials. Except as expressly
`admitted herein, Defendants deny each and every allegation in paragraph 22.
`23.
`Defendants admit that paragraph 23 purports to quote and characterize statements
`made during a November 17, 2016 Phocuswright Conference. The statements made during that
`conference speak for themselves and Defendants refer to the recording of the conference for its
`complete contents. Defendants deny that Plaintiff’s selective quotations are complete or
`presented with full context, deny Plaintiff’s emphasis added with bold and italics, and deny
`Plaintiff’s characterization of statements made during the November 17, 2016 Phocuswright
`Conference. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 23.
`Defendants admit Diane Greene was a member of Alphabet’s Board of Directors
`24.
`and held the title of Senior Vice President, Chief Executive Officer, Google Cloud. Defendants
`admit that Ms. Greene participated in the Goldman Sachs Technology and Internet Conference
`on February 14, 2017. Defendants admit that paragraph 24 purports to describe and quote
`portions of statements made during the February 14, 2017 Goldman Sachs Technology and
`Internet Conference. The statements made during that conference speak for themselves.
`Defendants deny that Plaintiff’s selective quotations are complete or presented with full context,
`deny Plaintiff’s emphasis added with bold and italics, and deny Plaintiff’s characterization of
`statements made during the February 14, 2017 Goldman Sachs Technology and Internet
`Conference. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 24.
`25.
`Defendants admit that Ms. Greene participated in the Citi 2017 Global
`Technology Conference on September 7, 2017. Defendants admit that paragraph 25 purports to
`describe and quote portions of statements made during the September 7, 2017 Goldman Sachs
`Technology and Internet Conference. The statements made during that conference speak for
`themselves. Defendants deny that Plaintiff’s selective quotations are complete or presented with
`full context, deny Plaintiff’s emphasis added with bold and italics, and deny Plaintiff’s
`characterization of statements made during the September 7, 2017 Goldman Sachs Technology
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-8-
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`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 9 of 37
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`and Internet Conference. Except as expressly admitted herein, Defendants deny each and every
`allegation in paragraph 25.
`26.
`Defendants admit that paragraph 26 may purport to characterize and quote
`portions of statements made at the World Economic Forum meeting held on January 24, 2018.
`The statements made during that event speak for themselves and Defendants refer to the
`recording of the meeting for its complete contents. Defendants deny that Plaintiff’s selective
`quotations are complete or presented with full context and deny Plaintiff’s characterization of
`statements made during the January 24, 2018 World Economic Forum meeting. Except as
`expressly admitted herein, Defendants deny each and every allegation in paragraph 26.
`27.
`Defendants admit that paragraph 27 purports to characterize and quote portions of
`Alphabet’s Form 10-K for its fiscal year ended December 31, 2017, filed with the SEC on
`February 6, 2018 (the “2017 Form 10-K”). The 2017 Form 10-K speaks for itself and
`Defendants refer to the 2017 Form 10-K for its complete contents. Defendants deny that
`Plaintiff’s selective quotations are complete or presented with full context and deny Plaintiff’s
`characterization of the 2017 Form 10-K. Except as expressly admitted herein, Defendants deny
`each and every allegation in paragraph 27.
`28.
`Defendants admit that paragraph 28 purports to characterize and quote portions of
`the 2017 Form 10-K. The 2017 Form 10-K speaks for itself and Defendants refer to the 2017
`Form 10-K for its complete contents. Defendants deny that Plaintiff’s selective quotation is
`complete or presented with full context. Except as expressly admitted herein, Defendants deny
`each and every allegation in paragraph 28.
`29.
`Defendants admit that Ms. Greene participated in the Goldman Sachs Technology
`and Internet Conference on February 13, 2018. Defendants admit that paragraph 29 purports to
`describe and quote portions of statements made during the February 13, 2018 Goldman Sachs
`Technology and Internet Conference. The statements made during that conference speak for
`themselves. Defendants deny that Plaintiff’s selective quotations are complete or presented with
`full context and deny Plaintiff’s characterization of statements made during the February 13,
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`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-9-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 10 of 37
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`2018 Goldman Sachs Technology and Internet Conference. Except as expressly admitted herein,
`Defendants deny each and every allegation in paragraph 29.
`30.
`Defendants admit Ruth M. Porat is Alphabet’s Chief Financial Officer.
`Defendants admit that Ms. Porat participated in the Morgan Stanley Technology, Media and
`Telecom Conference on February 26, 2018. Defendants admit that paragraph 30 purports to
`describe and quote portions of statements made during the February 26, 2018 Morgan Stanley
`Technology, Media & Telecom Conference. The statements made during that conference speak
`for themselves. Defendants deny that Plaintiff’s selective quotations are complete or presented
`with full context and deny Plaintiff’s characterization of statements made during the February
`26, 2018 Morgan Stanley Technology, Media & Telecom Conference. Except as expressly
`admitted herein, Defendants deny each and every allegation in paragraph 30.
`31.
`Defendants admit that Google introduced Google+ in June 2011. Defendants
`admit that paragraph 31 purports to describe and quote portions of statements made by Vic
`Gundotra at a South by Southwest conference in March 2012, and a Forbes article published on
`February 26, 2015. The statements made during that conference and the contents of the Forbes
`article speak for themselves and Defendants refer to the recording of Mr. Gundotra’s interview at
`the conference and the Forbes articles for their complete contents. Defendants deny that
`Plaintiff’s selective quotations are complete or presented with full context and deny Plaintiff’s
`characterization of the Forbes article and the statements made by Mr. Gundotra at the South by
`Southwest conference. Except as expressly admitted herein, Defendants deny each and every
`allegation in paragraph 31.
`32.
`Defendants admit paragraph 32 may purport to quote a statement made by Steve
`Grove in an interview to Live Mint that “Google+ is kind of like the next version of Google.”
`Defendants deny that Plaintiff’s selective quotation is complete or presented with full context.
`Defendants admit that in 2011, Google changed the sign-up process for Gmail by adding a step
`to simultaneously create Google+ accounts. Defendants admit that Google released the
`Hangouts feature in 2011 and that Hangouts was, at certain points in time, integrated with
`Google+. Defendants admit that the fourth sentence of paragraph 32 may purport to characterize
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-10-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 11 of 37
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`a November 2018 YouTube blog post. The November 2018 blog post speaks for itself and
`Defendants refer to the blog post for its complete contents, and deny Plaintiff’s characterization
`of the blog post. Defendants admit that Google launched the “Search plus Your World” feature
`in 2012. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 32.
`33.
`Defendants admit that the first four sentences of paragraph 33 purport to
`characterize reporting concerning Facebook, Inc. (“Facebook”) and the purported impact of that
`reporting on Facebook’s business. To the extent the allegations in paragraph 33 concern news
`reporting by third parties, those articles speak for themselves and Defendants refer to the articles
`for their complete contents. Defendants deny Plaintiff’s characterization of those
`articles. Defendants lack knowledge and information sufficient to form a belief as to the truth of
`the allegations in the first four sentences of paragraph 33 concerning Facebook and, on that
`basis, deny those allegations.
`(a)
`Defendants admit that paragraph 33(a) purports to quote a March 26, 2018
`article published by the Washington Post titled “Congress wants to drag Google and Twitter into
`Facebook’s privacy crisis.” The March 26, 2018 Washington Post article speaks for itself and
`Defendants refer to the article for its complete contents. Defendants deny that Plaintiff’s
`selective quotation of the article is complete or presented with full context.
`(b)
`Defendants admit that paragraph 33(b) purports to quote an October 11,
`2018 letter signed by U.S. Senator Charles E. Grassley. Senator Grassley’s October 11, 2018
`letter speaks for itself and Defendants refer to the letter for its complete contents. Defendants
`deny that Plaintiff’s selective quotation of the letter is complete or presented with full context.
`(c)
`Defendants admit that paragraph 33(c) purports to quote a letter signed by
`Senator Grassley. The quoted letter speaks for itself and Defendants refer to the letter for its
`complete contents. Defendants deny that Plaintiff’s selective quotation of the letter is complete
`or presented with full context, and deny Plaintiff’s characterization of the letter.
`(d)
`Defendants admit that paragraph 33(d) purports to quote and characterize
`an April 13, 2018 article published by The New York Times titled “Facebook Takes the Punches
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-11-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 12 of 37
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`While Rest of Silicon Valley Ducks.” The April 13, 2018 New York Times article speaks for
`itself and Defendants refer to the article for its complete contents. Defendants deny that
`Plaintiff’s selective quotation of the article is complete or presented with full context, and deny
`Plaintiff’s characterization of that article.
`Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 33.
`Defendants admit that the General Data Protection Regulation (“GDPR”) went
`34.
`into effect in May 2018. Defendants deny Plaintiff’s characterization of the GDPR. The
`allegations in paragraph 34 also contain legal conclusions to which no response is required.
`Except as expressly admitted herein, Defendants deny each and every allegation in paragraph 34.
`35.
`Defendants admit that Google has published blog posts concerning the
`GDPR. Defendants admit that paragraph 35 purports to quote and characterize August 8, 2017
`and May 11, 2018 Google blog posts authored by William Malcolm. The August 8, 2017 and
`May 11, 2018 blog posts speak for themselves and Defendants refer to the blog posts for their
`complete contents. Defendants deny that Plaintiff’s selective quotation of the blog posts is
`complete or presented with full context, and deny Plaintiff’s characterization of Google’s blog
`posts. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 35.
`Defendants admit that Google executed an agreement containing consent order
`36.
`with the Federal Trade Commission (“FTC”) in 2011 in the matter captioned In the Matter of
`Google Inc., FTC Matter/File Number 102 3136. Defendants admit that paragraph 36 purports
`to characterize the agreement containing consent order, the FTC’s complaint, and the FTC’s
`October 13, 2011 decision and order in the matter. The agreement containing consent order,
`complaint, and decision and order in that matter speak for themselves and Defendants refer to
`those documents for their complete contents. Defendants deny that Plaintiff’s selective quotation
`of those documents is complete or presented with full context, and deny Plaintiff’s
`characterization of those documents. Except as expressly admitted herein, Defendants deny each
`and every allegation in paragraph 36.
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-12-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 13 of 37
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`Defendants deny the allegations in the first two sentences of paragraph
`37.
`37. Defendants admit that in March 2018 Google discovered a bug (the “bug”) in one of the
`Google+ People application programming interfaces (also referred to as “APIs”). Defendants
`admit that the bug allowed apps using the API to see certain additional profile fields the
`consenting app user could see, which may have included profile data that had been shared with
`the consenting app user but that was not shared publicly. Defendants deny the allegations in the
`fifth, sixth, and seventh sentences of paragraph 37. Except as expressly admitted herein,
`Defendants deny each and every allegation in paragraph 37.
`38.
`Defendants deny the allegations in the first sentence of paragraph 38. Defendants
`admit that in or around May 2018, Google lawyers prepared an attorney-client privileged
`memo. Defendants deny the remaining allegations in the second sentence of paragraph 38.
`Defendants are unable to admit or deny Plaintiff’s allegations characterizing the attorney-client
`privileged memo, on ground that doing so would involve the disclosure of information protected
`by the attorney-client privilege. Except as expressly admitted herein, Defendants deny each and
`every allegation in paragraph 38.
`39.
`Defendants deny the allegations in paragraph 39.
`40.
`Defendants deny the allegations in paragraph 40.
`41.
`Defendants deny the allegations in the first, second, and third sentences of
`paragraph 41. Defendants lack knowledge and information sufficient to form a belief as to the
`truth of the allegations in the fourth sentence in paragraph 41 and, on that basis, deny those
`allegations. Except as expressly admitted herein, Defendants deny each and every allegation in
`paragraph 41.
`42.
`Defendants deny the allegations in paragraph 42.
`43.
`Defendants admit that on April 23, 2018, Mr. Page signed certifications in
`connection with the filing of Alphabet’s Form 10-Q for the period ending March 31, 2018, which
`was filed with the SEC on April 24, 2018 (the “Q1 2018 10-Q”). Defendants admit that
`paragraph 43 purports to characterize and quote portions of the Q1 2018 10-Q. The Q1 2018 10-
`Q speaks for itself and Defendants refer to the Q1 2018 10-Q for its complete contents.
`
`DEFENDANTS’ ANSWER TO
`CONSOLIDATED AMENDED COMPLAINT
`4:18-CV-06245-JSW
`
`-13-
`
`

`

`Case 4:18-cv-06245-JSW Document 93 Filed 03/23/22 Page 14 of 37
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`Defendants deny that Plaintiff’s selective quotations are comple