NoticeCal. Super. - 6th Dist.October 27, 202010 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 200V372225 Santa Clara - Civil JUSTINA K. SESSIONS, SBN 270914 WILSON SONSINI GOODRICH & ROSATI Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105-1 126 Telephone: (415) 947-2000 Facsimile: (415) 947-2099 Email: jsessions@wsgr.com Attorneysfor Defendants GOOGLE LLC andALPHABETINC. JOHN EWHMIEBUEINUSQN 163520 JESSEwwwoowma:BA, fOVl‘hCO'm'Gfl’nt of Santa Clara, BENJA §W§§§MWFO hac forthco . WILLI ®Wflfl'fi r 725 Tw flfi‘Sfi , . . Washingammmmm Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Email: jschmidtlein@wc.com Email: jsmallwood@wc.com Email: bgreenblum@wc.com SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA UNLIMITED JURISDICTION COMPLEX DIVISION AMOS KOBER, on behalf of himself and all others similarly situated, Plaintiff, V. GOOGLE LLC, ALPHABET INC. and DOES 1- 100, Defendants. VVVVVVVVVVVVV CASE NO.: 20CV372225 NOTICE OF REMOVAL TO THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA TO THE HONORABLE JUDGE OF THE COURT: Please take notice that, pursuant to 28 U.S.C. §§ 1332(d) and 1453, Defendants Google LLC and Alphabet Inc. removed the above-captioned action t0 federal court by filing a Notice 0f Removal on November 25, 2020, in the United States District Court for the Northern District 0f California, San Jose Division. Attached hereto is a true and correct copy of the Notice of Removal and associated papers filed With the Northern District 0f California 0n November 25, 2020. NOTICE 0F REMOVAL CASE NO.: 20CV372225 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: November 25, 2020 WILSON SONSINI GOODRICH & ROSATI Professional Corporation By: /s/Justina K. Sessions JUSTINA K. SESSIONS, SBN 270914 One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105-1 126 Telephone: (415) 947-2000 Facsimile: (415) 947-2099 Email: jsessions@wsgr.com WILLIAMS & CONNOLLY LLP JOHN E. SCHMIDTLEIN, SBN 163520 JESSE T. SMALLWOOD, (pro hac forthcoming) BENJAMIN M. GREENBLUM (pro hac forthcoming) 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Email: jschmidtlein@wc.com Email: jsmallwood@wc.com Email: bgreenblum@wc.com Attorneysfor Defendants Google LLC and Alphabet Inc. NOTICE 0F REMOVAL -2- CASE NO.: 20CV372225 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I, Deborah Grubbs, declare: I am employed in Santa Clara County, State of California. I am over the age of 18 years and not a party to the within action. My business address is Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304-1050. On this date, I served 1. NOTICE OF REMOVAL T0 THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA K4 Via Electronic transmission, through One Legal, one of the Court’s e-filing vendors, to the parties’ email addresses listed below: Anne B. Beste Email: abeste@bottinilaw.com Albert Y. Chang Email: achang@bottinilaw.com Yuri A. Kolesnikov Email: ykolesniko@bottinilaw Counselfor PlaintiflAmos Kober I am readily familiar with Wilson Sonsini Goodrich & Rosati’s practice for collection and processing 0f documents for delivery according to instructions indicated above. In the ordinary course of business, documents would be handled accordingly. I declare under penalty 0f perjury under the laws of the State of California that the foregoing is true and correct. Executed at San Mateo, California 0n November 25, 2020. Own Quits Deborah Grufibs PROOF 0F SERVICE - 1 - CASE No.: 20CV372225 DOCUMENTS FILED IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 1 of 10 JUSTINA K. SESSIONS, SBN 270914 JOHN E. SCHMIDTLEIN, SBN 163520 WILSON SONSINI GOODRICH & ROSATI JESSE T. SMALLWOOD, (pro hac Professional Corporation forthcoming) One Market Plaza BENJAMIN M. GREENBLUM (pro hac Spear Tower, Suite 3300 forthcoming) San Francisco, CA 94105-1 126 WILLIAMS & CONNOLLY LLP Telephone: (415) 947-2000 725 Twelfth Street, N.W. Facsimile: (415) 947-2099 Washington, DC 20005 Email: jsessions@wsgr.com Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Attorneysfor Defendants Email: jschmidtlein@wc.com GOOGLE LLC andALPHABETINC. Email: jsmallwood@wc.com Email: bgreenblum@wc.com UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION AMOS KOBER, on behalf of himself and all CASE NO.: others similarly situated, NOTICE OF REMOVAL FROM - - SANTA CLARA COUNTY Plamnff’ SUPERIOR COURT V. GOOGLE LLC, ALPHABET INC. and DOES 1- 100, Defendants. vvvvvvvvvvvvv NOTICE 0F REMOVAL CASE N0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 2 of 10 NOTICE 0F REMOVAL Pursuant to 28 U.S.C. §§ 1332(d) and 1453, Defendants Google LLC and Alphabet Inc. (collectively Defendants), hereby give notice of removal of this action, Kober v. Google LLC, et al., Case No. 20CV372225, from the Superior Court of the State of California, County of Santa Clara t0 the United States District Court for the Northern District 0f California. As grounds for removal, Defendants state as follows: PRELIMINARY STATEMENT 1. PlaintiffAmos Kober filed this putative class action in California state court, alleging Defendants “engaged in a litany of anticompetitive activity to establish and maintain monopolies in the markets for general search services and search advertising.” Ex. A, Compl. 1] 2. Plaintiff seeks to hold Defendants liable for that purportedly anticompetitive conduct, asserting various state-law claims individually and as a representative 0f a putative class. Id. 11 94. Because the proposed class meets the removal requirements of the Class Action Fairness Act (CAFA), 28 U.S.C. §§ 1332(d), 1453, Defendants are entitled to remove the action t0 federal court. Such removal Vindicates Congress’s “intent . . . to strongly favor the exercise of federal diversity jurisdiction over class actions with interstate ramifications.” Ehrman v. Cox Commc ’ns, Ina, 932 F.3d 1223, 1227 (9th Cir. 2019) (quoting S. Rep. No. 109-14, at 35 (2005)). BACKGROUND 2. On October 27, 2020, Plaintiff filed this action in the Superior Court of the State 0f California, County 0f Santa Clara, bearing Case N0. 20CV372225. Venue exists in this Court because the Superior Court of the State of California for the County 0f Santa Clara is located within the Northern District of California. 3. On October 28, 2020, the Superior Court issued an Order designating the action as complex. EX. B. That same day, Plaintiff served Defendants With the initial Summons and Complaint. See Ex. C, Proof of Summons; Ex. D, Proof of Summons. There have been 110 further proceedings in California Superior Court and n0 other process, pleadings, or orders have been served on Defendants. 4. This Notice ofRemoval is timely because it is being “filed within 30 days after the NOTICE 0F REMOVAL -2- CASE N0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 3 of 10 receipt by [Defendants], through service or otherwise, of a copy of the initial pleading setting forth the claim for relief upon Which such action 0r proceeding is based.” 28 U.S.C. § 1446(b)(3). 5. There are no other named Defendants in this matter and, in any event, the “action may be removed . . . without the consent of all defendants.” 28 U.S.C. § 1453(a). 6. Plaintiff avers that Defendants “established parallel monopolies in the general search services and search advertising markets” by “entering into exclusionary agreements and engaging in other anticompetitive conduct to gain control of distribution channels and prevent competition from rivals.” EX. A, Compl. fl 4, 29. According t0 Plaintiff, as a result of the purportedly anticompetitive conduct, the putative class “sustained injury to their business or property, having been denied Viable market alternatives to Google Search and paid higher prices t0 buy products and services than they would have paid in the absence 0f Google’s monopolization of the search advertising market.” Id. 1] 91. 7. Plaintiff asserts Violations of the California Cartwright Act, Cal. Bus. & Prof. Code §§ 16720 et seq.; the California Unfair Competition Law, Cal. Bus. & Prof. Code §§ 17200 et seq; and California’s common law of unjust enrichment. Ex. A, Compl. 1m 113-37. Plaintiff brings claims individually and on behalf of a putative class defined as: “[a]11 persons and entities in the State 0f California that made payment t0 Google for a mobile app 0n the Google Play Store, subscription fees for a mobile app obtained on the Google Play Store, or app content from a mobile app downloaded from the Google App Store, from at least as early as January 1, 2016 through the present.” Id. 1] 94. Plaintiff, on behalf 0f himself and the putative class, seeks treble damages, attorneys’ fees, pre-judgment and post-judgment interest, costs, restitution, and injunctive relief. Id. 1] 130, Prayer for Relief. 8. As required by 28 U.S.C. § 1446(d), a copy 0f this Notice of Removal is being filed with the Clerk of the Superior Court of California, County of Santa Clara, and Plaintiff is being duly served with written notice of the removal. 9. By filing a Notice 0f Removal in this matter, Defendants do not waive their rights to object to service of process, the sufficiency of process, jurisdiction over the person, or venue; and Defendants specifically reserve their right t0 assert any defenses and/or obj ections t0 which NOTICE 0F REMOVAL -3- CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 4 of 10 they may be entitled. 10. Defendants reserve the right t0 amend 0r supplement this Notice 0f Removal. BASIS FOR REMOVAL 11. The Court has subj ect matter jun'sdiction over this action pursuant to CAFA. 28 U.S.C. §§ 1332(d), 1453. 12. Subject to certain limited exceptions not applicable here, see 28 U.S.C. § 1453(d), CAFA authorizes the removal of class actions from state to federal court where: “(1) there are one- hundred or more putative class members; (2) at least one class member is a citizen of a state different from the state of any defendant; and (3) the aggregated amount in controversy exceeds $5 million, exclusive of costs and interest,” Washington v. Chimei Innolux Corp, 659 F.3d 842, 847 (9th Cir. 201 1) (citing 28 U.S.C. § 1332(d)(2), (5)(B), (6)). 13. As the party invoking federal jurisdiction, Defendants “ha[ve] the burden of pleading” the jurisdictional prerequisites of numerosity, minimal diversity, and the amount in controversy. Ehrman, 932 F.3d at 1227. To satisfy that burden, Defendants need only “file in the district court a notice of removal ‘containing a short and plain statement of the grounds for removal.”’ Id. (quoting 28 U.S.C. § 1446(a)). Removal allegations are subject to “the same liberal rules . . . that are applied to other matters of pleading.” Dart Cherokee Basin Operating C0. v. Owens, 574 U.S. 81, 87 (2014) (quoting H.R. Rep. No. 100-889, at 71 (1988)). Accordingly, removal allegations “need not contain evidentiary submissions,” id. at 84, and “may be based on ‘information and belief,” Ehrman, 932 F.3d at 1227 (quoting Carolina Cas. Ins. C0. v. Team Equip, Ina, 741 F.3d 1082, 1087 (9th Cir. 2014)). A. Numerosity 14. CAFA applies only t0 class actions with “one-hundred 0r more putative class members.” Washington, 659 F.3d at 847 (citing 28 U.S.C. § 1332(d)(5)(B)). 15. Plaintiff alleges in the Complaint that “there are hundreds 0f thousands” of members of the putative class. Ex. A, Comp]. 1T 96. 16. Accordingly, the numerosity requirement is satisfied because, as alleged, there are more than one-hundred persons and entities that fit the class description. NOTICE 0F REMOVAL _4_ CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 5 of 10 B. Minimal Diversity 17. For CAFA purposes, minimal diversity exists Where “any member of a class 0f plaintiffs is a citizen of a State different from any defendant,” or Where “any member of a class of plaintiffs is a foreign state or a citizen 0r subj ect of a foreign state and any defendant is a citizen of a State.” 28 U.S.C. § 1332(d)(2)(A), (B). 18. “To be a citizen of a state, a natural person must first be a citizen of the United States.” Kanter v. Warner-Lambert C0., 265 F.3d 853, 857 (9th Cir. 2001). A natural person’s “state citizenship is then determined by her state 0f domicile,” i.e., “her permanent home, Where she resides with the intention to remain or to which she intends to return.” Id. Thus, “[a] person residing in a given state is not necessarily domiciled there, and thus is not necessarily a citizen of that state.” Id. 19. Similarly, an incorporated entity “shall be deemed t0 be a citizen of every State . . . by Which it has been incorporated and of the State . . . where it has its principal place of business,” i.e., its headquarters. 28 U.S.C. § 1332(c)(1); see also Hertz Corp. v. Friend, 559 U.S. 77, 92-93 (2010) (“We conclude that ‘principal place of business’ is best read as referring to the place where a corporation’s officers direct, control and coordinate the corporation’s activities”). 20. Finally, “[flor purposes of [CAFA], an unincorporated association shall be deemed to be a citizen of the State where it has its principal place of business and the State under Whose laws it is organized.” 28 U.S.C. § 1332(d)(10). CAFA thus “departs from the rule that frequently destroys diversity jurisdiction, that ‘a limited partnership’s [or unincorporated association’s] citizenship for diversity purposes can be determined only by reference to all of the entity’s members.’” Abrego Abrego v. The Dow Chemical C0., 443 F.3d 676, 684 (9th Cir. 2006) (quoting Kuntz v. Lamar Corp, 385 F.3d 1177, 1182 (9th Cir. 2004)). 2 1. Google LLC is a limited liability company organized under the laws of Delaware and headquartered in Mountain View, California. See Alphabet Inc., Annual Report (Form lO-K), Ex. 21.01 (Feb. 3, 2020). Google LLC is a Wholly owned subsidiary of Alphabet Inc., a Delaware corporation also headquartered in California. See id.; Ex. A, Compl. 1] 17. For diversity purposes, NOTICE 0F REMOVAL _5_ CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 6 of 10 then, Defendants are citizens of Delaware and California. See Hertz Corp, 559 U.S. at 92-931 22. Plaintiff alleges he “is a citizen of California.” EX. A, Comp]. 11 15. 23. The putative class, however, is not defined to include only California citizens. Instead, it encompasses “[a]11 persons and entities in the State ofCalifornia that made payment to Google for a mobile app 0n the Google Play Store, subscription fees for a mobile app obtained on the Google Play Store, or app content from a mobile app downloaded from the Google App Store, from at least as early as January 1, 2016 through the present.” Ex. A, Compl. 11 94 (emphasis added). 24. CAFA’s minimal-diversity requirement is satisfied because, on infomation and belief, at least one member of the putative class-i.e., at least one “person[] [or] entit[y] in the State 0f California that made payment to Google . . .”-is a citizen of a state other than California or Delaware. See 28 U.S.C. § 1332(d)(2)(A) (minimal diversity exists where “any member of a class of plaintiffs is a citizen of a State different from any defendant”). In fact, during the class period, a significant number 0f persons and entities fit the class description Without being citizens of either California or Delaware. Examples include students attending any one of California’s colleges or universities and tourists Visiting from another state, who would have been “in” the State 0f California and making payments t0 Google, Without necessarily being California 0r Delaware citizens. See Kanter, 265 F.3d at 857 (“A person residing in a given state is not necessarily domiciled there, and thus is not necessarily a citizen of that state.”). Similarly, out-of- state business entities that operated in California and made payments t0 Google would be members of the class Without being California or Delaware citizens. See Broadway Grill, Inc. v. Visa Inc., 856 F.3d 1274, 1276 (9th Cir. 2017) (holding defendant minimally diverse from class defined as “all California individuals, businesses and other entities Who accepted Visa-branded cards in California since January 1, 2004” because the proposed class included California 1 Although Plaintiff also includes various unnamed defendants in the Compliant, EX. A, Compl. 1m 19-20, the citizenship of the unnamed defendants does not bear on the minimal- diversity analysis. See Soliman v. Philip Morris Ina, 3 11 F.3d 966, 971 (9th Cir. 2002) (“The citizenship of fictitious defendants is disregarded for removal purposes and becomes relevant only if and when the plaintiff seeks leave t0 substitute a named defendant”). NOTICE 0F REMOVAL -6- CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 7 of 10 businesses operating in the state but not citizens thereof). 25. CAFA’s minimal-diversity requirement is also satisfied because, on information and belief, at least one member of the putative class resides in California but is not a U.S. citizen. See 28 U.S.C. § 1332(d)(2)(B) (minimal diversity exists where “any member of a class of plaintiffs is a . . . citizen . . . of a foreign state and any defendant is a citizen 0f a State”). More than 5 million non-U.S. citizens reside in California. See Hans Johnson & Sergio Sanchez, Immigrants in California, Public Policy Institute 0f California (May 2019), available at https://Www.ppic.org/publication/immigrants-in-california/. It is thus “implausible” that a class brought on behalf of all persons “in” the State 0f California that made payments to Google “would not . . . include[] a single putative class member satisfying (and implicating) § 1332(d)(2)(B).” Greenwald v. Ripple Labs, Ina, 2018 WL 4961767, at *2 (N.D. Cal. Oct. 15, 201 8). C. Amount in Controversy 26. Under CAFA, the aggregated amount in controversy must exceed $5 million, exclusive of costs and interest. See 28 U.S.C. § 1332(d)(6). As the Supreme Court has explained, “a defendant’s notice ofremoval need include only a plausible allegation that the amount in controversy exceeds the jurisdictional threshold.” Dart, 574 U.S. at 89. Indeed, defendants may simply “‘assert that the jurisdictional threshold has been met,” Which “should be accepted when not contested by the plaintif .” Id. at 87, 89 (quoting H.R. Rep. No. 112-10, at 16 (201 1)); see also Ibarra v. Manheim Investments, Inc, 775 F.3d 1193, 1197 (9th Cir. 2015) (“Congress intended CAFA to be interpreted expansively.”). 27. The Complaint does not seek a specified amount of damages. Nor does Plaintiff identify the purportedly supracompetitive prices he and the class paid as a result 0f Defendants’ allegedly anticompetitive conduct; rather, Plaintiff avers generally that, over a period of almost five years, putative class members “paid higher prices to buy products and services than they would have paid in the absence of Google’s monopolization of the search advertising market, and as a result have suffered damages.” EX. A, Comp]. 1] 91. Plaintiff also claims that he and the class are entitled to “damages . . . in an amount to be trebled in accordance with the antitrust laws.” Id., NOTICE 0F REMOVAL _7_ CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 8 of 10 Prayer for Relief; see Cal. Bus. & Prof. Code § 16750(a) (authorizing private plaintiffs to recover treble damages under the Cartwright Act). 28. Even a conservative estimate of the damages allegedly at issue satisfies CAFA’S amount-in-controversy requirementz See Arias v. Residence Inn by Marriott, 936 F.3d 920, 925 (9th Cir. 2019) (“[I]n assessing the amount in controversy, a removing defendant is permitted to rely on ‘a chain of reasoning that includes assumptions.”’ (quoting Ibarra, 775 F.3d at 1199)). For example, Plaintiff alleges that “Google reported total revenues of $160.7 billion” in 2019. Ex. A, Compl. 1} 28. Even if the putative class alleges that it paid supracompetitive prices amounting to only .01% of those revenues, the amount in controversy would easily be satisfied, as the claimed damages would be more than $16 million for 2019 alone (before trebling). 29. In addition to damages, Plaintiff seeks equitable relief, including “restitution” and “a permanent injunction.” Ex. A, Compl. 1] 130, Prayer for Relief. “In actions seeking declaratory or injunctive relief, it is well established that the amount in controversy is measured by the value 0f the object 0fthe litigation.” Hunt v. Washington State Apple Advert. Comm ’n, 432 U.S. 333, 347 (1977). This additional requested relief further confirms the amount-in-controversy requirement is satisfied here. For example, Plaintiff seeks to “permanently enj oin[]” Defendants from “continuing and maintaining” the purportedly exclusionary agreements, Which Plaintiff alleges “cover more than 80 percent of all U.S. search queries” and involve “billions of dollars each year.” Ex. A, Compl. 1m 5, 66, Prayer for Relief. An injunction affecting even a fraction of those agreements’ value would easily satisfy the amount-in-controversy requirement. 30. Finally, Plaintiff requests “reasonable attorneys’ fees.” Ex. A, Compl., Prayer for Relief. Although, ordinarily, “a request for [attorneys’] fee[s] cannot be included in . . . the jurisdictional amount, . . . where an underlying statute authorizes an award of attorneys’ fees, either with mandatory or discretionary language, such fees may be included in the amount in 2 To be clear, Defendants deny that they charged supracompetitive prices or engaged in anticompetitive conduct. See Ibarra, 775 F.3d at 1198 n.1 (“Even When defendants have persuaded a court upon a CAFA removal that the amount in controversy exceeds $5 million, they are still free t0 challenge the actual amount 0f damages in subsequent proceeding and at trial. This is so because they are not stipulating to damages suffered, but only estimating the damages that are in controversy”). NOTICE 0F REMOVAL -8- CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 9 of 10 controversy.” Lowdermilk v. U.S. Bank Nat’l Ass ’n, 479 F.3d 994, 1000 (9th Cir. 2007) (quoting Galt G/S v. JSS Scandinavia, 142 F.3d 1150, 1155-56 (9th Cir. 1988)). Here, California law may authorize attorneys’ fees “[i]f a plaintiff prevails in an unfair competition law claim.” Walker v. Countrywide Home Loans, Ina, 121 Cal. Rptr. 2d 79, 94 (Cal. App. 4th 2002) (explaining that While the UCL “does not provide for attorney fees,” a prevailing plaintiffmay seek such fees “as a private attorney general pursuant to Code of Civil Procedure section 1021.5”). Given the scope of requested relief, such fees, if warranted, could themselves run into the millions of dollars, further establishing that the amount-in-controversy requirement is satisfied. See, e.g. , Lokey v. CVS Pharmacy, Ina, 2020 WL 5569705, at *5 (N.D. Cal. Sept. 17, 2020) (finding attorneys’ fee estimate of 25 percent of common fund reasonable). 3 1. For the foregoing reasons, removal is proper pursuant to CAFA. WHEREFORE, Defendants hereby remove this action now pending against them in the Superior Court of California, County of Santa Clara, to this Honorable Court. NOTICE 0F REMOVAL -9- CASE N 0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DATED: November 25, 2020 NOTICE 0F REMOVAL Case 5:20-cv-08336 Document 1 Filed 11/25/20 Page 10 of 10 WILSON SONSINI GOODRICH & ROSATI Professional Corporation By: /s/Justina K. Sessions JUSTINA K. SESSIONS, SBN 270914 One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105-1 126 Telephone: (415) 947-2000 Facsimile: (415) 947-2099 Email: jsessions@wsgr.com WILLIAMS & CONNOLLY LLP JOHN E. SCHMIDTLEIN, SBN 163520 JESSE T. SMALLWOOD, (pro hac forthcoming) BENJAMIN M. GREENBLUM (pro hac forthcoming) 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Email: jschmidtlein@wc.com Email: jsmallwood@wc.com Email: bgreenblum@wc.com Attorneysfor Defendants Google LLC and Alphabet Inc. -10- CASE No.2 Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 1 of 35 EXHIBIT A Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 2 of 35 BOTTINI & BOTTINI, INC. Anne B. Beste (SBN 326881) abeste@b0ttinilaw.com Albert Y. Chang (SBN 296065) achang@bottinilaw.com Yury A. Kolesnikov (SBN 271 173) ykolesnikov@bottinilaw.com 7817 Ivanhoe Avenue, Suite 102 La Jolla, California 92037 Telephone: (858) 914-2001 Facsimile: (858) 914-2002 Attorneysfor Plaintifi‘and the Class SUPERIOR COURT FOR THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA AMOS KOBER, 0n behalf 0f himself and all others similarly situated, Plaintiff, V. GOOGLE LLC, ALPHABET, INC., and DOES 1-100, Defendants. Case N0. CLASS ACTION COMPLAINT: 1 THE CARTWRIGHT ACT AL. BUS. & PROF. CODE § 6720); £2) UNFAIR COMPETITIONAW CAL. BUS. & PROF. CODE 17200 ETSEQ.); AND (3) UNJUST ENRICHMENT DEMAND FOR JURY TRIAL CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 3 0f 35 Plaintiff, individually and 0n behalf 0f all others similarly situated (the “Class,” as defined below), files this class-action complaint against Google LLC and Alphabet, Inc. (“Defendants”) for Violations 0f the Cartwright Act and Cal. Bus. & Prof. Code. Plaintiff alleges the following (a) upon personal knowledge With respect t0 the matters pertaining t0 Plaintiff; and (b) upon information and belief With respect t0 all other matters, based upon, among other things, the investigations undertaken by Plaintiffs counsel. Plaintiff believes that substantial additional evidentiary support Will exist for the allegations set forth below after a reasonable opportunity for discovery. I. INTRODUCTION 1. Google has become synonymous With its search engine, Google Search. Google’s search engine is a tool so ubiquitous and well-recognized that it has even become a verb. The success of this tool has made Google one 0f only four companies in the world With a market capitalization exceeding $1 trillion. Its annual revenue exceeds $160 billion. 2. However, Google’s success has been achieved at the expense of the very essence 0f the free market system: competition. T0 become the behemoth it is today, Google engaged in a litany 0f anticompetitive activity t0 establish and maintain monopolies in the markets for general search services and search advertising. 3. General search services are programs and tools that allow internet users t0 locate and find specific information 0n the internet and predominantly take the form 0f search engines, such as Google Search. These general search engines are accessed by consumers using “search access points,” such as web browsers 0r other software applications, that are primarily distributed 0n their smartphones, tablets, desktop computers, and laptops. 4. T0 maintain its status as the preeminent search engine in the world, Google has managed t0 establish Google Search as the default search engine 0n the most Widely distributed electronic devices, such as mobile phones, tablets, laptops, and computers. CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 4 of 35 Given that device owners rarely change default search settings 0n such products, Google successfully became, and remains, the de facto search engine for most internet users. Google achieved further exclusivity for Google Search by entering into exclusionary agreements and engaging in other anticompetitive conduct t0 gain control 0f distribution channels and prevent competition from rivals. 5. T0 facilitate this, Google entered into deals With major distributors, such as device manufacturers, U.S. cellular carriers, and website browser developers. By paying these entities billions 0f dollars each year, Google not only secured default status for its own search engine, but specifically prohibited these distributors from dealing With Google’s competitors. Moreover, these agreements often required distributors t0 accept a bundle 0f Google apps and prominently display them in locations in the user interface Where consumers were most likely to initiate internet searches. Using these agreements, Google enjoys 60 percent 0f all general search queries performed. 6. However, Google’s maintenance and control 0f the general search market does not stop there. Almost half of the remaining queries are funneled through a Google owned-and-operated property, such as Google Chrome. As a result 0f these exploitative tactics, Google controls nearly 80 percent 0f the search distribution channels. 7. These actions have insidious effects beyond simply increasing Google’s stranglehold over general search services, as they actively eliminate 0r harm competition as well. Industry rivals are shut out from critical distribution channels, unable t0 scale, and fail t0 develop the kind 0f product 0r brand recognition possessed by Google. 8. Furthermore, Google monetizes its predominance in the search engine market using the search advertising market. Due t0 Google Search’s vast user base and enormous scale, Google possesses an unparalleled supply 0f search advertising. This, When coupled With Google’s superior ability t0 aggregate and collect data 0n consumers and their search queries and consumers themselves, provides Google with control 0f the world’s most valuable supply 0f search advertising space and the tools advertisers need t0 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 5 0f 35 create demand for their goods and services. Consequently, Google has established a monopoly in the search advertising market. 9. Using the massive revenues derived from its unfair competition, Google has also entered into revenue sharing agreements With manufacturers 0f mobile phones, tablets, laptops, and computers, thereby further solidifying its position in the general search services market. Through these agreements, Google deters distributors from deprioritizing Google Search 0n their devices 0r platforms. Moreover, these payments operate t0 prevent competitors from challenging Google’s primacy, as many companies are unable t0 offer comparable advertising revenue shares. 10. As a result, advertisers are denied meaningful alternatives t0 Google Search and thus must pay whatever price Google deems fit. Accordingly, Plaintiff and the Class have experienced a reduction in the quality 0f general search, lessening Choice in general search services, and negative impacts 0n innovation due t0 Google’s unfair competition. 11. Plaintiff brings this case t0 recover damages caused t0 California consumers. II. JURISDICTION AND VENUE 12. This Court has personal jurisdiction over Google because it has committed the acts complained 0f herein in this State and in this County, and is headquartered in Santa Clara, California. 13. This Court has personal jurisdiction over Google for the additional reason that it has engaged in systematic and continuous contacts With this State and this County by, inter alia, regularly conducting and soliciting business in this State and this County, and deriving substantial revenue from products and/or services provided t0 persons in this State and this County. 14. Venue is proper in this Court because the conduct at issue took place and has effect in this County, and because Defendants reside in this County. / / / / / / CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 6 0f 35 III. THE PARTIES A. Plaintiff 15. Plaintiff Amos Kober is a citizen of California. During the class period, Plaintiff has owned a Samsung phone and has suffered damages and harm due t0 Google’s anti-competitive conduct and Violations of the Cartwright Act. B. Defendants 16. Defendant Google LLC is a corporation Which is registered With the California Secretary 0f State t0 conduct business in California. Google is headquartered at 1600 Amphitheatre Parkway in Mountain View, California. 17. Defendant Alphabet, Inc. is a publicly-traded corporation headquartered in Santa Clara County, and is the parent company 0f Google LLC. 18. Google LLC and Alphabet, Inc. are collectively referred t0 herein as “Google.” Source: http://www.fubiz.net/20 1 3/08/0 l/google-monopoly/ 19. Doe Defendants. Various other individuals, partnerships, corporations, and other business entities, unknown t0 Plaintiff, have participated in the Violations alleged herein and have performed acts and made statements in furtherance thereof. Because the CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 7 of 35 true names and capacities 0f these defendants are unknown t0 Plaintiff, Plaintiff sues these defendants as Doe Defendants 1-100. Plaintiff will amend the complaint t0 show the true names and capacities 0f these defendants When they have been ascertained. 20. Plaintiff is informed and believes, and 0n that basis alleges, that each 0f the fictitiously-named defendants is responsible in some manner for the occurrences herein alleged, and that Plaintiffs injuries as here alleged were proximately caused by conduct 0f these fictitiously-named defendants. Among other things, the Doe Defendants knew 0r consciously disregarded the unlawful conduct and provided active assistance t0 the other defendants in carrying out the conspiracy. IV. AGENTS AND CO-CONSPIRATORS 21. Various other individuals, partnerships, corporations, and other business entities, unknown t0 the Plaintiff, have participated in the Violations alleged herein and have performed acts and made statements in furtherance thereof. Plaintiff reserves the right t0 name some 0r all 0f these persons and others as Defendants later. 22. The acts charged in this complaint have been done by Defendants 0r were ordered 0r done by Defendants’ officers, agents, employees, 0r representatives, While actively engaged in the management 0f Defendants’ affairs. 23. Whenever in this Complaint reference is made t0 any act, deed, 0r transaction 0f any corporation, the allegation means that the corporation engaged in the act, deed 0r transaction by 0r through its officers, directors, agents, employees 0r representatives while they were actively engaged in the management, direction, control 0r transaction 0f the corporation’s business 0r affairs. 24- When Plaintiff refers t0 a corporate family 0r companies by a single name in their allegations of participation in the conspiracy, it is t0 be understood that the Plaintiff is alleging that one 0r more employees 0r agents 0f the entities within the corporate family engaged in conspiratorial acts 0r meetings 0n behalf 0f all 0f the Defendant companies Within that family. In fact, the individual participants in the conspiratorial meetings and CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 8 0f 35 discussions did not distinguish among the entities Within a corporate family. The individual participants entered into agreements 0n behalf 0f and reported these meetings and discussions t0, their respective corporate families. As a result, the entire corporate family was represented in meetings and discussions by their agents and were parties t0 the agreements reached by them. Furthermore, t0 the extent that subsidiaries within corporate families distributed the alkylate products discussed in this Complaint, these subsidiaries played a significant role in the alleged conspiracy because Defendants wished t0 ensure that the prices paid for such products would not undercut the pricing agreements reached at these various meetings. Thus, all Defendant entities Within the corporate families were active, knowing participants in the alleged conspiracy. V. FACTUAL ALLEGATIONS A. Google 25. Google was launched in 1998 as a general online search engine that served users’ web results in response t0 online queries. Today, Google’s search index contains hundreds 0f billions 0f webpages and is well over 100,000,000 gigabytes in size. Google’s key innovation was its PageRank algorithm, which ranked the relevance 0f a webpage by assessing how many other webpages linked t0 it. PageRank enabled Google t0 improve the quality 0f its search results even as the web rapidly grew in contrast With the technology used by rival search engines. While Google had entered a crowded field, it had become the world’s largest search engine by 2000. Google launched AdWords, an online advertising service that let businesses purchase keywords advertising t0 appear 0n Google’s search results page - an offering that would evolve t0 become the heart 0f Google’s business model- later that year. 26. Maintaining Google Search is a complex and expensive process given the vastness 0f the internet and its constantly evolving nature. T0 develop a general search index 0f this scale today, as well as Viable search algorithms, would require an upfront investment 0f billions 0f dollars -- a reality many companies are unable t0 afford. CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 9 0f 35 27. Google is now ubiquitous across the digital economy, serving as the infrastructure for core products and services online. It has grown and maintained its search engine dominance, such that “Googling” something is now synonymous With online search itself. Google is now also the largest provider 0f digital advertising, a leading web browser, a dominant mobile operating system, and a major provider 0f digital mapping, email, cloud computing, and voice assistant services, alongside dozens 0f other offerings. Nine 0f Google’s products - Android, Chrome, Gmail, Google Search, Google Drive, Google Maps, Google Photos, Google Play Store, and YouTube - have more than a billion users each. Each 0f these services provides Google with a trove 0f user data, reinforcing its dominance across markets and driving greater monetization through online ads. 28. Google is now one 0f the world’s largest corporations. For 2019, Google reported total revenues 0f $160.7 billion -- up 45 percent from 2017 -- and more than $33 billion in net income. Although Google has diversified its offerings, it generates most 0f its money through digital ads, Which accounted for over 83 percent 0f Google’s revenues in 2019. Search advertising is critical t0 Google, accounting for approximately 61 percent 0f its total sales. Google has enjoyed strong and steady profits, With profit margins greater than 20 percent for nine out 0f the last 10 years, close t0 three times larger than the average for a U.S. firm. Financial analysts predict that Google is well positioned t0 maintain its dominance, noting that “Alphabet has established unusually deep competitive moats around its business.” 29. Consequently, Google has simultaneously established parallel monopolies in the general search services and search advertising markets, Which mutually sustain each other. This reciprocal relationship is critical, as Google’s search advertising monopoly cannot be sustained Without its monopolization 0f the general search services market, and vice versa. Most 0f Google’s revenues are derived from search advertising. /// CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 10 of 35 B. Industry Background 1. Search Engines 30. Most modern general search engines use software t0 “crawl” the internet, indexing webpages and the information within them. As Google explains, “The web is like an ever-growing library With billions 0f books and n0 central filing system. We use software known as web crawlers t0 discover publicly available webpages. Crawlers 100k at webpages and follow links 0n those pages, much like you would if you were browsing content 0n the web. They g0 from link t0 link and bring data about those webpages back t0 Google’s servers.” 31. Using algorithms, search engines evaluate the information 0n webpages across the internet and return the most relevant results t0 a user based 0n the parameters of the initial query. These results are displayed 0n a Search Engine Results Pages (“SERP”), which includes a short description 0f each individual result and a link thereto. In addition t0 these results, the SERP generally includes advertisements as well. 32. Most search engines serve as a single platform from which a user can search the internet for answers t0 a vast range 0f queries. In the United States, only three general search engines are available for this purpose: Google, Bing, and the privacy-focused search provider DuckDuckGo. Although Yahoo! also serves a general search engine, it purchases search results from Bing instead 0f searching the internet itself. 33. A search engine’s effectiveness is largely driven by its scale. Greater scale improves the quality 0f a general search engine’s algorithms, expands the audience reach 0f a search advertising business, and generates greater revenue and profits. The additional data from scale also allows improved automated learning for algorithms t0 deliver more relevant results. 34. Additionally, scale allows a search engine t0 recoup the enormous financial investment necessary t0 create and maintain a general search engine. This is particularly true as it relates t0 search advertising. Greater scale enables a search engine provider t0 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 11 of 35 better discern Which ads are most relevant for Which queries, in turn leading advertisers t0 pay more t0 buy ads from a search provider With a large audience 0f potentially interested customers and search engine providers. 2. Search Advertising 35. Most general search engines d0 not charge a cash price t0 consumers. When using Google, however, consumers provide personal information and a captive audience in exchange for search results. Google then monetizes this by selling ads. T0 maximize its profits and increase the number 0f Clicks 0n advertisements, Google ranks ads t0 promote those With greater relevance and therefore higher expected click-through rates. T0 help determine placement 0f ads, Google uses a “quality score” based 0n various factors. 36. Search advertising is a technique that allows advertisers t0 place online advertisements directly into a user’s search engine results. By doing so, the advertisement appears as one 0f the first results a user sees upon using a search engine, such as Google. 37. These results are displayed t0 match keywords in a user’s search query but are distinct from the “organic results” generated by a search engine’s search algorithm. While a search engine algorithm is programmed t0 produce the most accurate result in response t0 a search by the user, a search advertisement is displayed as the result 0f an advertiser having purchased that space through an auction. In this way, search advertisements can be characterized as the “supply” a search engine sells t0 advertisers. 38. For example, a furniture company can purchase search advertising 0n a search engine like Google that Will appear When a user searches for the word “couch.” The search results will display the search advertisements first followed by the organic results. A particular search advertisement Will only appear, however, if the platform conducting the auction accepted the accompanying bid. / / / / / / 10 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 12 of 35 39. Search ads enable advertisers t0 target potential customers based 0n keywords entered by these users, at the exact moment users express interest in the topic 0f the queries. For this reason, search ads are placed closer t0 the consumer’s ultimate intent to make a purchase other than types 0f ads that are primarily intended t0 drive brand awareness. The ability 0f search ads t0 provide advertising based 0n a consumer’s self-disclosed interests, when the consumer is actively seeking information, makes search ads uniquely valuable t0 advertisers. 40. In 2000, Google launched AdWords, which allowed advertisers t0 pay for keyword-based ads that would appear t0 the right of Google’s search results. In the years since, Google has changed the display 0f the ads 0n its search engine results page in several ways, most notably by (1) increasing the number 0f ads placed above organic search results, and (2) blurring the distinction between how ads and organic listings are presented 0n Google’s search results page. These changes have effectively raised the price that businesses must pay t0 access users through Google. Google’s conduct has undermined competition, misled consumers, and degraded the overall quality 0f Google’s search results - all while enabling Google t0 further exploit its monopoly over general online search. C. The Distribution 0f General Search Engines 41. Distribution 0f a general search engine is a critical aspect 0f Whether it Will be used by a device owner. Distribution 0f general search engines takes place primarily through search access points, such as browsers and search apps, often found 0n mobile devices and computers. 42. T0 ensure a search engine reaches the largest number 0f potential consumers, general search service providers can enter into agreements With various distributors t0 secure preset default status 0n computer and mobile-device search access points. This is effective because new computers and new mobile devices generally come With several preinstalled apps and out-of-the-box settings. As a result, a company like 11 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 13 of 35 Google, using its monopoly power, can enable Google Search as the default general search engine 0n a range 0f devices and web browsers. 43. Mobile devices are one 0f the most important distribution channels for general search engines, as nearly 6O percent 0f searches are conducted thereon. The two primary operating systems 0n mobile devices are Android and Apple’s iOS. Apple’s iOS is a closed ecosystem, meaning it does not license the operating system t0 third-party mobile-device manufacturers. Conversely, Android is an open-source mobile operating system controlled by Google, meaning third-party mobile-device manufacturers can use it as the operating system for their devices. By making Android open-source, Google is able to further exert its control over manufacturers that use it as an operating system. Together, Android and iOS operating systems account for almost the entirety 0f mobile device usage in the United States. 44. General search services can be delivered t0 device users through a variety of search access points, including: (1) a browser, (2) a static search bar 0n the device’s home screen, (3) a search app, (4) artificial intelligence software (e.g., voice assistants like Siri) accessed by a button 0r voice command and designed t0 answer voice-initiated queries, and (5) other apps that link to general search engines, such as smart keyboards. 45. T0 establish its primacy, Google has successfully negotiated distribution 0r licensing agreements With cell phone manufacturers and carriers t0 establish Google Search as the default general search engine 0n many mobile and tablet devices. As a result, Google has preset default status for an overwhelming share of the search access points 0n mobile and tablet devices sold in the United States. 46. Significantly, Google has reached such an agreement with Apple, whereby Google Search is the default for Apple’s Safari browser and other search access points 0n Apple’s mobile and tablet devices. Thus, whenever consumers purchase one 0f Apple’s ubiquitous devices, Google Search is their default general search provider. 12 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 14 of 35 47. Google’s dominance in this area is best represented by looking at mobile browsers. On mobile devices, Apple Safari and Google Chrome account for approximately 55 percent and 35 percent, respectively, 0f consumer browser usage 0n mobile devices in the United States. As a result, Google Search is by default the general search engine used by 90 percent 0f mobile users. 48. This default status is particularly important because device owners rarely change their mobile device’s default settings. Indeed, as Google acknowledged in a 2018 strategy document, “People are much less likely t0 change [the] default search engine 0n mobile.” Consequently, offering alternative methods 0f obtaining search access points 0r encouraging usage 0f other general search engine are unlikely t0 counteract the preinstallation of search access points 0n mobile devices and computers. 49. On a computer, consumers generally access a general search engine through a browser, either by typing a query directly into the address bar at the top 0f the browser 0r Visiting a general search engine web page and entering a query. 50. In the United States, Google Chrome is the leading computer browser, With almost 60 percent market share. Apple’s Safari browser has approximately 16 percent share 0n computers. Mozilla’s Firefox has approximately 7 percent share, and Microsoft’s Edge and Internet Explorer together have approximately 15 percent share. Other small browsers have a combined share 0f less than 4 percent. 51. Except for Microsoft, most browser developers have agreed With Google t0 preset its search engine as the default search provider. And much like With mobile and tablet devices, consumers rarely have the impetus t0 change default settings 0n their browsers. Therefore, Google Search is the preset default general search engine for most consumers browsing the internet 0n a computer, thus allowing Google t0 reach more users and scale at a faster rate than it could absent this advantage. / / / / / / 13 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 15 of 35 D. Google Possesses Monopoly Power in the Search Advertising Market 1. Google’s Share 0f the Search Advertising Market 52. Today, the search advertising business in the United States accounts for over $50 billion per year. Google dominates this industry due t0 its user base and enormous scale, as advertisers seek t0 have their marketing campaigns reach the largest number 0f consumers possible. Based 0n public estimates 0f total search advertising spending in the United States, Google’s share 0f the U.S. search advertising market is over 70 percent. This market share understates Google’s market power in search advertising because many search advertising competitors offer only specialized search ads and thus compete With Google only in a limited portion of the market. 53. Google also has monopoly power in the general search text advertising market. Google’s market share 0f the U.S. general search text advertising market also exceeds 70 percent. Google’s share of the general search text advertising market well exceeds its share 0f the search advertising market. 2. New Participants Are Foreclosed from the Search Advertising Market Due to Significant Barriers t0 Entry 54. Google can maintain its lead in search advertising due t0 high entry barriers. Critically, the barriers to entry t0 the general search services market inherently serve as barriers t0 entry t0 the search advertising market. 55. Search advertising 0f any kind requires a search engine With sufficient scale t0 make advertising an efficient proposition for businesses. Specialized search engines require significant investment, including the cost 0f populating and indexing relevant data, distribution, developing and maintaining a search algorithm, and attracting users. Search advertising 0f any kind also requires (1) a user interface through Which advertisers can buy ads, (2) software t0 facilitate the sales process, and (3) a sales and technical support staff. 14 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 16 of 35 56. Moreover, the creation, maintenance, and growth 0f a general search engine requires a significant capital investment, highly complex technology, access t0 effective distribution, and adequate scale. Scale is particularly critical, as it affects a general search engine’s ability t0 deliver a quality search experience. The scale needed t0 successfully compete today is greater than ever, and Google’s anticompetitive conduct effectively eliminates rivals’ ability t0 build the scale necessary t0 compete. 57. Google is also able t0 exploit this advantage t0 generate significant revenues from its search advertising business. Google then shares these revenues With distributors in return for commitments t0 favor Google Search 0n their devices and platforms. As a result, a continuous and self-reinforcing monopoly is established: internet users continue t0 use Google Search rather than a competing search engine, further driving Google’s attractiveness t0 advertisers, thus leading t0 higher advertising revenues for Google. 3. Google Precludes Existing Competitors from Increasing Output 58. Google’s control 0f search access points ensures that Google Search is the primary, if not the default, search engine 0n the most Widely used devices. In so doing, Google ensures that its product is used more frequently and is more Widespread than that 0f its competitors. As a result, rivals are less Visible and utilized less often, thus denying them opportunities t0 market 0r scale a competing search engine. In turn, this vastly restricts an advertisers’ available alternatives. 59. Similarly, Google’s anticompetitive agreements foreclose the channels through Which a competitor could distribute a competing search engine. These exclusionary agreements not only restrict device manufacturers from creating and distributing devices With competing search engines, but also disincentivizes them from pursuing innovative alternatives 0r working With Google’s rivals. Thus, by shutting competitors out 0f the general search services market, Google is effectively able t0 deny any potential competitor the necessary scale t0 be a financially Viable alternative for advertisers. 15 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 17 of 35 4. Google’s Practices Have Led to an Absence 0f Available Substitutes 60. A user’s general search query has the important function t0 an advertiser of revealing the searcher’s intent. The ability 0f search ads t0 respond t0 consumer inquiries, at the precise moment the consumer investigates a subject relevant t0 an advertiser’s product 0r service, makes these ads immensely valuable t0 advertisers and sets them apart from other types 0f advertising. 61. Consequently, other forms of advertising are not reasonably substitutable for search ads. For example, “offline” ads such as newspaper, billboard, TV, and radio ads cannot be targeted at a specific consumer based 0n the consumer’s real-time, self- disclosed interests. Similarly, other forms 0f online ads, such as display ads 0r social media ads, d0 not enable advertisers t0 target customers based 0n specific queries and are generally aimed at consumers Who are further from the point 0f purchase. 62. Therefore, few advertisers would find alternative sources a suitable substitute for search advertising. Thus, there are n0 reasonable substitutes for search advertising, and a search advertising monopolist would be able t0 maintain prices above the level that would prevail in a competitive market. E. Google Engages in Predatory, Exclusionary Agreements t0 Maintain Its Monopolistic Control Over the Search Advertising Market 66. In the United States, roughly 6O percent 0f all search queries are covered by Google’s exclusionary agreements. On mobile devices, Google’s exclusionary agreements cover more than 80 percent 0f all U.S. search queries. Of the remaining search queries not covered by Google’s exclusionary contracts, almost half take place 0n search access points owned by Google. These anticompetitive agreements, 0r variations of them, have allowed Google t0 corner the market and lock the various distributors 0f general search engines into using Google Search 0r other Google apps. 16 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 18 of 35 67. By foreclosing competition from search rivals, Google simultaneously harms advertisers. Google’s predatory agreements ensure that its search engine is not only the predominant search engine in the general search services industry, but in the search advertising market as well. These agreements are essential t0 Google’s monopolies. 1. Anti-Fragmentation Agreements 68. Although the Android operating system is open source, meaning that anyone can access the source code and use it t0 make their own, Google takes steps t0 minimize the risk that a developer creates an Android fork to compete With the Android ecosystem. 69. One critical way Google accomplishes this is through anti-forking agreements that broadly prohibit manufacturers from taking any actions that may cause 0r result in the fragmentation 0f Android. Although fragmentation is an undefined concept, these anti-forking agreements generally forbid manufacturers from developing 0r distributing versions of Android that d0 not comply with Google-created and -Controlled technical standards. 70. Google is known t0 enter into two types 0f anti-forking agreements With distributors: Anti-Fragmentation Agreements and Android Compatibility Commitments. Although the latter is considered less onerous than the former, both prohibit signatories from manufacturing Android forks 0f their own, distributing devices With Android forks, 0r using their powerful brands t0 market forks 0n behalf of third parties. 71. These agreements have expanded beyond just a manufacturers’ ability t0 build and distribute innovative versions 0f mobile phones. Google has also extended them so that such specifications apply t0 tablets and emerging technologies such as smart TVS, watches, and automotive devices. Consequently, manufacturers must comply With Google’s standards if they want t0 release Android-based versions 0f these products. / / / / / / 17 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 19 of 35 2. Licensing and Distribution Agreements 72. One reason device manufacturers agree t0 anti-forking agreements is that they are a precondition t0 receiving a license t0 distribute devices With must-have proprietary Google apps and application program interfaces (“APIS”) (the set 0f technical specifications that enable software applications t0 communicate With each other, operating systems, and hardware). Over time, Google has chosen t0 include important features and functionality in Google’s own ecosystem 0f proprietary apps and APIs, rather than the open-source Android code. 73. Google maintains three types 0f distribution agreements. First, Google requires device manufacturers using the Android operating system that want t0 preinstall Google’s proprietary apps t0 sign an anti-forking agreement; these agreements set strict limits 0n the manufacturers’ ability t0 sell Android devices that d0 not comply With Google’s technical and design standards. 74. Second, for device manufacturers using the Android operating system that sign an anti-forking agreement, Google provides access t0 its Vital proprietary apps and APIs for preinstallation, but only if the manufacturers contractually agree t0 (1) take a bundle 0f other Google apps, (2) make certain apps undeletable, and (3) give Google the most valuable and important real estate 0n the default home screen. 75. Third, Google provides a share 0f its search advertising revenue t0 device manufacturers using the Android operating system, mobile phone carriers, competing browsers, and Apple; in exchange, Google becomes the preset default general search engine for the most important search access points 0n a computer 0r mobile device. 3. Revenue Sharing Agreements 76. Revenue sharing agreements are another critical type 0f agreement that allows Google t0 maintain its monopolistic control over multiple markets. Google has revenue sharing agreements with various device manufacturers that use the Android operating system and Apple. 18 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 20 of 35 77. In exchange for requiring exclusive distribution, Google shares a percentage 0f the revenue it derives from search advertising. Critically, however, Google only shares revenues With Android manufacturers that sign preinstallation agreements for Google apps and APIs and With mobile carriers that have devices built With those same manufacturers. Thus, major U.S. mobile carriers like Verizon, AT&T, and T-Mobile, as well as manufacturers like Samsung, have all signed such agreements. 78. Google has entered into revenue sharing agreements With rival browsers and other device manufacturers, further blocking off search access points from competition. Most lucratively, Google has entered into a series of search distribution agreements With Apple. This is critical because Apple controls both the software and hardware for its products. This means that it alone controls the preinstallation 0f the apps 0n its products, as well as for Safari, Apple’s default web browser. Access t0 these products, and status as their default search engine, is critical given that Apple devices account for roughly 60 percent 0f mobile device usage in the United States and Mac OS accounts for approximately 25 percent of the computer usage in the United States. Today, Google’s distribution agreement With Apple gives Google the coveted, preset default position 0n all significant search access points for Apple computers and mobile devices. 79. Additionally, Google has reached similar agreements With major web browser providers such as Mozilla’s Firefox, Opera, and UCWeb, Which generally require that Google serve as the preset default general search engine for each search access point 0n both their web and mobile versions. 4. Mobile Incentive Agreements 80. More recently, Google has replaced its revenue sharing agreements With certain Android manufacturers With mobile incentive agreements. Under these deals, Google pays manufacturers t0 forego preinstalling rival general search services 0n their Android devices and t0 comply With a significant number 0f incentive implementation 19 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 21 of 35 requirements, such as preloading up t0 fourteen additional Google apps. LG and Motorola have mobile incentive agreements with Google. 81. T0 maximize their payments under such deals, manufacturers must set Google Search as the default for all search access points 0n nearly all 0f their devices. Google also retains sole discretion t0 determine What constitutes a “search access point,” and thus controls the coverage of its exclusive contracts. Today, Google has either revenue sharing or mobile incentive agreements With all major U.S. carriers, device manufacturers using the Android operating system, and Apple, in addition t0 many smaller carriers and manufacturers. F. Google’s Acquisition 0f Competitors Has Caused it t0 Constrict the Search Advertising Market and Maintain a Monopoly Thereover 82. According t0 the House 0f Representatives’ report titled “Investigation of Competition in Digital Markets,” Google has systematically and proactively acquired competitors in the search engine services and search advertising markets. 83. This includes the acquisition 0f such general search services companies as Synergyse in 2016, Vision Factory in 2014, Cuban Council in 2012, Dealmap in 2011, Aardvark in 2010, Orion in 2006, Akwan Information Technologies in 2005, and Android in 2005. 84. This also includes the acquisition 0f such advertising companies as Red Hot Labs in 2015, mDialog in 2014, Adometry in 2014, Spider.i0 in 2014, Apture in 2011, Admeld in 2011, Invite Media in 2010, AdMob in 2009, Teracent in 2009, Begun in 2008, DoubleClick in 2007, Adscape in 2007, Measure Map in 2006, dMarc Broadcasting in 2006, and Sprinks in 2003. 85. By removing competitors in one of these markets, Google could decrease the number 0f competitors in the field and ensure that rival products never threatened Google’s offerings. This allowed Google t0 continually increase its dominance Without fear 0f serious competition and establish its primacy in the market. 20 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 22 of 35 86. With that primacy in place, Google could then leverage its monopolies against one another. In so doing, Google has ascended t0 a position in both the general search services and search advertising markets that make competition With Google an unviable financial prospect. As a result, Google’s monopolies remain unchallenged and advertisers are left t0 bear the cost. G. Government Investigations 87. For years Google has been the subject 0f antitrust investigations and enforcement actions around the world. From 2011 t0 2013, the Federal Trade Commission (“FTC”) investigated Google’s role in search and advertising markets, culminating in a staff recommendation t0 file a complaint against Google- although the FTC ultimately decided not t0 d0 so. At various points over the last decade, Mississippi, Missouri, and Texas have each separately investigated Google for antitrust Violations, and, in September 2019, attorneys general from 50 U.S. states and territories announced that they were opening a fresh antitrust inquiry into the search and advertising giant. The Department 0f Justice (“DOJ”) has also been investigating Google since the summer of 2019. These ongoing U.S. investigations follow multiple antitrust inquiries worldwide, as well as antitrust-related penalties levied 0n Google by the European Commission, France, India, and Russia. 88. Internationally, antitrust enforcers are also currently investigating Google’s dominance in digital advertising, including the United Kingdom’s Competition and Markets Authority (“CMA”) and the Australian Competition and Consumer Commission. In July 2020, the CMA concluded that Google has “significant market power” in search advertising and its market power had enabled it t0 charge prices 30-40 percent higher than those set by its competitor, Bing. In September 2020, the Senate Judiciary Committee held a hearing 0n the effects 0f Google’s dominance in digital ads, Where members expressed bipartisan concern that Google’s market power across the ad tech stack was enabling anticompetitive conduct and harming publishers and advertisers alike. 21 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 23 of 35 VI. ANTITRUST INJURY 89. Google’s anticompetitive practices in the general search services market has allowed it t0 illegally dominate and monopolize the search advertising market. By eliminating competition from rival search engines, Google has harmed advertisers by reducing the number 0f commercially Viable search engines 0n Which to place ads. As a result, advertisers are beholden t0 Google and are effectively required t0 pay a toll t0 enter the Google search advertising monopoly. 90. Google’s monopolistic tactics have had the following effects, among others: (a) Suppressing competition such that Google can manipulate the quantity 0f ad inventory and auction dynamics which allows it t0 charge advertisers more than it could in a competitive market; and (b) Reducing the quality 0f services provided t0 advertisers as a result 0f a lack 0f meaningful market alternatives, particularly by restricting the information offered t0 advertisers about their marketing campaigns. 91. By reason 0f the alleged Violations 0f the antitrust laws, Plaintiff and the Class have sustained injury t0 their businesses 0r property, having been denied Viable market alternatives t0 Google Search and paid higher prices t0 buy products and services than they would have paid in the absence 0f Google’s monopolization 0f the search advertising market, and as a result have suffered damages. This is an antitrust injury of the type that the antitrust laws were meant t0 punish and prevent. VII. MARKET DEFINITION 92. Google has monopoly power in the United States search advertising market. 93. The search advertising market consists 0f all types 0f ads generated in response t0 online search queries, including general search text ads (offered by general search engines such as Google and Bing) and other, specialized search ads, that appear 0n a search engine results page. 22 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 24 of 35 VIII. CLASS ALLEGATIONS 94. Plaintiff brings this action both 0n behalf 0f Plaintiff and as a class action pursuant t0 C.C.P. § 382, 0n behalf 0f the following class: A11 persons and entities in the State 0f California that made payment t0 Google for a mobile app 0n the Google Play Store, subscription fees for a mobile app obtained 0n the Google Play Store, 0r app content from a mobile app downloaded from the Google App Store, from at least as early as January 1, 2016 through the present (“Class Period”). 95. This definition specifically excludes the following persons 0r entities: (a) any 0f the Defendants named herein; (b) any 0f the Defendants’ parent companies, subsidiaries, and affiliates; (c) any 0f the Defendants’ officers, directors, management, employees, subsidiaries, affiliates 0r agents; (d) all governmental entities; and (e) the judges and chambers staff in this case, as well as any members 0f their immediate families. Plaintiff reserves the right t0 expand, modify, 0r alter the class definition in response t0 information learned during discovery. 96. This action is properly brought as a class action under C.C.P. § 382 for the following reasons: a. Numerosity: The proposed Class is so numerous and geographically dispersed throughout California that the joinder 0f all Class Members is impracticable. While Plaintiff does not know the exact number and identity of all Class Members, Plaintiff is informed and believes that there are hundreds 0f thousands 0f Class Members. The precise number 0f Class Members can be ascertained through discovery; b. Commonality and Predominance: There are questions 0f law and fact common t0 the proposed class Which predominate over any questions that may affect particular Class Members. Such common questions 0f law and fact include, but are not limited t0: 23 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 25 of 35 ii. iii. iV. Vi. Vii. Viii. Whether Defendants monopolized 0r attempted t0 monopolize trade in the relevant markets at any time during the Class Period; The identity of the participants 0f the alleged conspiracy; The duration of the wrongful acts carried out by the Defendants and their co-conspirators in furtherance 0f the wrongful conduct; Whether Plaintiff and the other members 0f the Class were injured by Defendants’ conduct and, if so, the determination of the appropriate Class-Wide measure 0f damages; Whether Plaintiff and other members of the Class are entitled t0, among other things, injunctive relief, and, if so, the nature and extent 0f such relief; Whether the alleged wrongful conduct violated California’s antitrust and unfair competition laws; Whether Defendants unjustly enriched themselves t0 the detriment 0f the Plaintiff and the members 0f the Class, thereby entitling Plaintiff and the members 0f the Class t0 disgorgement 0f all benefits derived by Defendants; and Whether the Defendants and their co-conspirators fraudulently concealed the wrongful conduct from Plaintiff and the members 0f the Class. c. Typicality: Plaintiff’s claims are typical 0f the claims 0f the members of the proposed Class. Plaintiff and the Class have been injured by the same wrongful practices 0f Defendants. Plaintiff’s claims arise from the same practices and conduct that give rise t0 the claims 0f the Class and are based 0n the same legal theories; and 24 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 26 of 35 d. Adequacy 0f Representation: Plaintiff will fairly and adequately protect the interests 0f the Class in that he has n0 interests antagonistic t0 those 0f the other members 0f the Class, and Plaintiff has retained attorneys experienced in antitrust class actions and complex litigation as counsel. A class action is superior t0 other available methods for the fair and efficient adjudication 0f this controversy for at least the following reasons: a. Given the size 0f individual Class Member’s claims and the expense of litigating those claims, few, if any, Class Members could afford t0 0r would seek legal redress individually for the wrongs Defendants committed against them and absent Class Members have n0 substantial interest in individually controlling the prosecution 0f individual actions; . This action will promote an orderly and expeditious administration and adjudication 0f the proposed Class claims, economies 0f time, effort and resources will be fostered, and uniformity 0f decisions will be insured; . Without a class action, Class Members will suffer damages, and Defendants’ Violations of law Will proceed Without remedy While Defendants reaped and retained the substantial proceeds 0f their wrongful conduct; and - Plaintiff knows 0f n0 difficulty that will be encountered in the management of this litigation Which would preclude its maintenance as a class action. Plaintiff intends t0 provide notice t0 the proposed class by communicating the existence 0f the action in popular trade publications in the industry, utilizing online advertisements, and using professional notice companies t0 strategically and comprehensively develop additional methods t0 reach class members. /// /// 25 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 27 of 35 IX. TOLLING OF THE STATUTE OF LIMITATIONS A. Plaintiff’s Delayed Discovery Tolled the Statute 0f Limitations 99. Plaintiff and class members had n0 knowledge 0f Defendants’ wrongful conduct, 0r 0f facts sufficient t0 place them 0n inquiry notice 0f the claims set forth herein until the DOJ filed a complaint against Defendants 0n October 20, 2020. 100. Plaintiff and Class members purchased apps from Google 0r through the Google Play Store at prices that were artificially inflated as a result of Defendants’ wrongful conduct. They had n0 direct contact 0r interaction with any 0f the Defendants in this case and had n0 means from Which they could have discovered the combination and conspiracy. 101. Throughout the Class Period, and until October 20, 2020, n0 information in the public domain was available to Plaintiff and Class members that revealed sufficient information t0 suggest that any 0f the Defendants was involved in an unlawful scheme t0 monopolize the relevant market 0r engage in conduct prohibited by California law. 102. It was reasonable for Plaintiff and Class members not t0 suspect that Defendants were engaging in any unlawful anticompetitive behavior. 103. Plaintiff alleges a continuing course 0f unlawful conduct by and among Defendants, including conduct Within the applicable limitations’ periods. That conduct has inflicted continuing and accumulating harm Within the applicable statutes of limitations. 104. For these reasons, the statutes of limitations applicable to Plaintiff’s and Class members’ claims have been tolled With respect t0 the claims asserted herein. B. Defendants’ Fraudulent Concealment Tolled the Statute 0f Limitations 105. Additionally 0r alternatively, application 0f the doctrine 0f fraudulent concealment tolled the statutes 0f limitations 0n Plaintiff’s claims. Plaintiff and Class members had n0 knowledge 0f the combination 0r conspiracy alleged in this complaint, or 0f facts sufficient t0 place them 0n inquiry notice 0f their claims, until October 20, 26 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 28 of 35 2020 When the DOJ filed a complaint against Defendants. No information in the public domain 0r otherwise available t0 Plaintiff and the Class during the Class Period suggested that Defendants were involved in an unlawful scheme in Violation 0f the antitrust laws. 106. Defendants concealed their scheme and failed t0 make any disclosure about their unlawful conduct. Defendants’ scheme also was inherently self-concealing because, as Defendants knew, its disclosure would have led t0 governmental enforcement activity 0r civil liability. Google’s business practices are subject t0 antitrust and unfair competition law regulation, so it was reasonable for Plaintiff and Class members t0 presume that Google was operating in a competitive market. A reasonable person under the circumstances would not have had occasion t0 suspect that Google’s services were being sold at supra-competitive prices at any time during the Class Period. 107. Because Defendants’ scheme was self-concealing and affirmatively concealed by Defendants, Plaintiff and Class members had n0 knowledge 0f the conspiracy 0r 0f any facts or information that would have caused a reasonably diligent person t0 suspect a conspiracy existed during the Class Period. 108. Moreover, Defendants took steps t0 affirmatively conceal their illicit activities. After it was revealed the DOJ was focusing 0n Google’s monopoly in advertisement technology and online search, Google responded by directing the public t0 a blog post in which it described competition in the digital advertising industry as “flourishing” and asserted that “publishers and marketers have enormous choice.” 109. In 2019, the French Competition Authority fined Google $166 million for “abusing its dominant position in the online ad market.” Accusing Google 0f “at best negligence, at worst 0pp0rtunism[,]” Google defended itself by claiming it needed t0 protect consumers “from exploitative and abusive ads.” 110. Similarly, in response t0 recent news reports of impending antitrust actions against it by federal and state officials for monopolization, Google stated publicly that 27 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 29 of 35 “[c]0mpetiti0n is flourishing, and publishers and marketers have enormous choice” When that was plainly incorrect. 111. Further, Google’s anticompetitive monopoly conduct was inherently self- concealing because, as Google knew, its disclosure likely would have led t0 governmental enforcement activity or civil liability. Search advertising is subject t0 antitrust regulation, so it was reasonable for Plaintiff and Class members t0 presume that search advertising was sold in a competitive market. A reasonable person under the circumstances would not have had occasion t0 suspect search advertising was being sold at supra-competitive prices at any time during the Class Period. 112. Therefore, by operation 0f Defendants’ fraudulent concealment, the statutes of limitations applicable t0 Plaintiffs and Class members’ claims were tolled throughout the Class Period. X. CLAIMS FOR RELIEF COUNT ONE Violation 0f the Cartwri ht Act (California Business and Professions ode § 16720 et seq.) (Against All Defendants) 113. Plaintiff incorporates by reference and realleges each and every preceding paragraph as though fully set forth herein. 114. Google’s acts and practices detailed above Violate the Cartwright Act, Cal. Bus. & Prof. Code §§ 16700, et seq., which prohibits, inter alia, the combination 0f resources by two 0r more persons t0 restrain trade 0r commerce 0r t0 prevent market competition. See id. §§ 16720, 16726. 115. Under the Cartwright Act, a “combination” is formed When the anticompetitive conduct 0f a single firm coerces other market participants t0 involuntarily adhere t0 the anticompetitive scheme. 116. The relevant market is the U.S. market for search advertising. 28 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 30 of 35 117. Google has monopoly power in the foregoing market, as evidenced by its high market share and predatory practices that have led t0 the exclusion 0f Viable market alternatives in the search advertising industry. 118. Google has executed agreements With distributors 0f mobile devices and computers t0 ensure rivals are unable t0 compete with Google and new market entrants are deterred. This, in conjunction With the conduct Google engaged in with search advertising companies prior t0 their acquisition, have allowed Google t0 unreasonably restrain trade in the search advertising market. 119. These agreements and acquisitions serve n0 legitimate 0r pro-competitive purpose that could justify their anticompetitive effects, and thus unreasonably restrain competition in the search advertising market. 120. Google’s conduct and practices have substantial anticompetitive effects, including increasing prices advertisers pay to place search advertisements, eliminating competition in the search advertising market, and stifling innovation and alternative search advertising technologies. 121. It is appropriate to bring this action under the Cartwright Act because many 0f Google’s illegal agreements With third parties were made in California and purport t0 be governed by California law, many affected consumers reside in California, Google has its principal place 0f business in California and overt acts in furtherance 0f Google’s anticompetitive scheme took place in California. 122. Plaintiff was harmed by Defendants’ anticompetitive conduct in a manner that the antitrust laws were intended t0 prevent. Plaintiff paid supra-competitive prices for the relevant products 0r services. Plaintiff was further deprived 0f the ability t0 choose lower cost alternatives that would have been available had Google not engaged in the misconduct challenged herein. Plaintiff has suffered and continues t0 suffer damages and irreparable injury, and such damages and injury will not abate until an injunction is entered ending Google’s anticompetitive conduct. 29 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 31 of 35 COUNT TWO Violation 0f the Unfair Competition Law (California Business and Professions Code § 17200 et seq.) (Against All Defendants) 123. Plaintiff incorporates by reference and realleges the preceding allegations as though fully set forth herein. 124. Defendants committed acts 0f unfair competition, as described above, in Violation 0f the Unfair Competition Law (“UCL”). 125. Defendants’ conduct constitutes an “unlawful” business practice Within the meaning of the UCL, and includes, Without limitation, the following: a. Violating the Cartwright Act, as set forth above; and b. Engaging in monopolistic and anticompetitive conduct and restraining trade, and otherwise manipulating the market for search engine services and online advertising in Violation of the Cartwright Act. 126. Defendants’ conduct separately constitutes an “unfair” business practice Within the meaning 0f the UCL because Defendants’ practices have caused and are “likely t0 cause substantial injury” t0 Plaintiff and members 0f the Class that is not “reasonably avoidable” by them. 127. Defendants’ conduct, as alleged herein, is and was contrary t0 public policy, immoral, unethical, oppressive, unscrupulous and/or substantially injurious t0 consumers. Any purported benefits arising out 0f Defendants’ conduct d0 not outweigh the harms caused t0 the Victims 0f Defendants’ conduct. 6 128. Defendants’ conduct is also ‘unfair” because it is contrary t0 numerous legislatively-declared policies, as set forth in the Cartwright Act and the California Corporations Code. Here, Defendants’ conduct not only violates the letter 0f the law, but it also contravenes the spirit and purpose 0f each 0f those statutes. The conduct threatens an incipient Violation 0f each 0f those laws and has both an actual and a threatened impact 0n competition. 30 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 32 of 35 129. Defendants’ conduct, as described above, also constitutes a “fraudulent” business practice Within the meaning of the UCL. Defendants’ activity with respect t0 the search engine services and the market for online advertising and online and Android apps fraudulently raised the prices 0f online advertising and products, including apps, and other manipulative conduct that did not shift economic risk for the transaction t0 an arm’s length counterparty. This conduct was designed t0 deceive - and did deceive - other market participants about the true supply and demand situation for online advertising in order t0 artificially increase prices in California. 130. Plaintiff and members 0f the Class have suffered injury in fact and have lost money as a result 0f Defendants’ Violations 0f the UCL in that they paid more for the relevant services and products than they would have paid in a competitive market. They are therefore entitled t0 restitution and injunctive relief pursuant t0 California Business and Professions Code § 17203. COUNT THREE Unjust Enrichment (Against All Defendants) 131. Plaintiff incorporates by reference the allegations in the preceding paragraphs. 132. Plaintiff brings this claim under the laws 0f California. 133. As a result 0f their unlawful conduct described above, Defendants have been unjustly enriched. 134. Defendants have been unjustly enriched by the receipt 0f, at a minimum, unlawfully inflated prices and profits 0n sales 0f the relevant products and services during the Class Period. 135. Defendants have benefited from their unlawful acts and it would be inequitable for them t0 be permitted t0 retain any 0f the ill-gotten gains resulting from the overpayments made by Plaintiff and members 0f the Class. 31 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 33 of 35 136. Plaintiff and members 0f the Class are entitled t0 the amount 0f the Defendants’ ill-gotten gains resulting from their unlawful, unjust, and inequitable conduct. Plaintiff and members 0f the Class are entitled t0 the establishment 0f a constructive trust consisting 0f all ill-gotten gains from Which Plaintiff and members of the Class may make claims 0n a pro rata basis. 137. Pursuit 0f any remedies against the firms from Which Plaintiff and members 0f the Class purchased goods and services subject t0 Defendants’ conspiracy would have been futile. XI. PRAYER FOR RELIEF WHEREFORE, Plaintiff requests that the Court enter judgment 0n his behalf and 0n behalf 0f the Class defined herein, by adjudging and decreeing: A. That the Court determine that this action may be maintained as a class action under C.C.P. § 382, that Plaintiff be certified as Class representative, and Plaintiff’s counsel be appointed as counsel for the Class; B. That Defendants have contracted, combined and conspired in Violation of the Cartwright Act; C. That Defendants have violated the UCL by engaging in conduct that constitutes unlawful, unfair and fraudulent business practices; D. That Plaintiff and the Class have been injured in their business and property as a result 0f Defendants’ Violations; E. That Plaintiff and the Class recover damages, as provided by law, determined t0 have been sustained as t0 each 0f them, in an amount t0 be trebled in accordance with the antitrust laws, and that judgment be entered against Defendants 0n behalf of Plaintiff and the Class; F. That Plaintiff and the Class recover their costs 0f suit, including reasonable attorneys’ fees, costs, and expenses 0f the lawsuit, as provided by law; 32 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 34 of 35 G. That Defendants, their subsidiaries, affiliates, successors, transferees, assignees and the respective officers, directors, partners, agents, and employees thereof and all other persons acting 0r claiming t0 act 0n their behalf be permanently enjoined and restrained from continuing and maintaining the combination, conspiracy, 0r agreement alleged herein; H. That Plaintiff and the Class be awarded pre-judgment and post-judgment interest, and that such interest be awarded at the highest legal rate from and after the date 0f service 0f the initial complaint in this action; I. That Plaintiff and the Class are entitled t0 equitable relief appropriate t0 remedy Defendants’ past and ongoing restraint of trade, including: i. A judicial determination declaring the rights 0f Plaintiff and the Class, and the corresponding responsibilities 0f Defendants; and ii. Issuance 0f a permanent injunction against Defendants and their parents, subsidiaries, affiliates, successors, transferees, assignees and the respective officers, directors, partners, agents, and employees thereof and all other persons acting 0r claiming t0 act 0n their behalf from Violations 0f the law as alleged herein; J. That Defendants are t0 be jointly and severally responsible financially for the costs and expenses 0f a Court-approved notice program through post and media designed t0 give immediate notification t0 the Class; K. That Plaintiff and the Class recover their costs 0f this suit, including reasonable attorneys’ fees as provided by law; and L. For such other and further relief as is just under the circumstances. / / / / / / / / / / / / 33 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-1 Filed 11/25/20 Page 35 of 35 XII. DEMAND FOR JURY TRIAL Plaintiff and the Class demand a trial by jury 0f all the claims asserted in this Complaint that are so triable. Dated: October 27, 2020 Respectfully submitted, BOTTINI & BOTTINI, INC. Anne B. Beste Albert Y. Chang Yury A. Kolesnikov s/ Anne B. Beste Anne B. Beste 7817 Ivanhoe Avenue, Suite 102 La Jolla, California 92037 Telephone: (858) 914-2001 Facsimile: (858) 914-2002 abeste@bottinilaw.c0m achang@b0ttinilaw.com ykolesnikov@b0ttinilaw.com Attorneysfor Plaintifland the Class 34 CLASS ACTION COMPLAINT Case 5:20-cv-08336 Document 1-2 Filed 11/25/20 Page 1 of 4 EXHIBIT B SUPERIOR COURT OF CALIFORNIA, COUNTY 0F SANTA CLARA 191 N. FIRST STREET SAN JOSE, CA 95113-1 090 TO: FILE COPY RE: Kober v. Gooqle LLC. et al. CASE NUMBER: 20CV372225 ORDER DEEMING CASE COMPLEX AND STAYING DISCOVERY AND RESPONSIVE PLEADING DEADLINE WHEREAS, the Complaint was filed by Plaintiff AMOS KOBER (“Plaintiff”) in the Superior Court of California, County of Santa Clara, on October 27, 2020 and assigned to Department 1 (Complex Civil Litigation), the Honorable Brian C. Walsh presiding, pending a ruling on the complexity issue; IT IS HEREBY ORDERED that: The Court determines that the above-referenced case is COMPLEX within the meaning of California Rules of Court 3.400. The matter remains assigned, for all purposes, including discovery and trial, to Department 1 (Complex Civil Litigation), the Honorable Brian C. Walsh presiding. The parties are directed to the Court’s local rules and guidelines regarding electronic filing and to the Complex Civil Guidelines, which are available on the Court’s website. Pursuant to California Rules of Court, Rule 3.254, the creation and maintenance of the Master Service List shall be under the auspices of (1) Plaintiff AMOS KOBER, as the first-named party in the Complaint, and (2) the first-named party in each Cross-Complaint, if any. Pursuant to Government Code section 70616(c), each party’s complex case fee is due within ten (10) calendar days of this date. Plaintiff shall serve a copy of this Order on all parties forthwith and file a proof of service within seven (7) days of service. Any party objecting to the complex designation must file an objection and proof of service within ten (10) days of service of this Order. Any response to the objection must be filed within seven (7) days of service of the objection. The Court will make its ruling on the submitted pleadings. The Case Management Conference remains set for February 25, 2021 at 2:30 p.m. in DeQartment 1 and all counsel are ordered to attend by CourtCaIl. Counsel for all parties are ordered to meet and confer in person at least 15 days prior to the First Case Management Conference and discuss the following issues: 1. Issues related to recusal or disqualification; 2. Issues of law that, if considered by the Court, may simplify or further resolution of the case, including issues regarding choice of law; 3. Appropriate alternative dispute resolution (ADR), for example, mediation, mandatory settlement conference, arbitration, mini-trial; Updated on 7/30/20. Electronically Filed by Superior Court of CA, County of Santa Clara, on 10/28/2020 4:23 PM Reviewed By: R. Walker Case #20CV372225 Envelope: 5197595 Case 5:20-cv-08336 Document 1-2 Filed 11/25/20 Page 2 of 4 4. A plan for preservation of evidence and a uniform system for identification of documents throughout the course of this litigation; 5. A plan for document disclosure/production and additional discovery; which will generally be conducted under court supervision and by court order; 6. Whether it is advisable to address discovery in phases so that information needed to conduct meaningful ADR is obtained early in the case (counsel should consider whether they will stipulated to limited merits discovery in advance of certification proceedings), allowing the option to complete discovery if ADR efforts are unsuccessful; 7. Any issues involving the protection of evidence and confidentiality; 8. The handling of any potential publicity issues; Counsel for Plaintiff is to take the lead in preparing a Joint Case Management Conference Statement to be filed 5 calendar days prior to the First Case Management Conference, and include the following: 1. A Statement as to whether additional parties are likely to be added and a proposed date by which all parties must be served; 2. Service lists identifying all primary and secondary counsel, firm names, addresses, telephone numbers, email addresses and fax numbers for all counsel; 3. A description of all discovery completed to date and any outstanding discovery as of the date of the conference; Applicability and enforceability of arbitration clauses, if any; A list of all related litigation pending in other courts, including Federal Court, and a brief description of any such litigation, and a statement as to whether any additional related litigation is anticipated (CRC 3.300); 6. A description of factual and legal issues - the parties should address any specific contract provisions the interpretation of which may assist in resolution of significant issues in the case; 7. The parties’ tentative views on an ADR mechanism and how such mechanism might be integrated into the course of the litigation; 8. Whether discovery should be conducted in phases or limited; and if so, the order of phasing or types of limitations of discovery. If this is a class action lawsuit, the parties should address the issue of limited merits discovery in advance of class certification motions. .0"? To the extent the parties are unable to agree on the matters to be addressed in the Joint Case Management Conference Statement, the positions of each party or of various parties should be set forth separately and attached to this report as addenda. The parties are encouraged to propose, either jointly or separately, any approaches to case management they believe will promote the fair and efficient handling of this case. The Court is particularly interested in identifying potentially dispositive or significant threshold issues the early resolution of which may assist in moving the case toward effective ADR and/or a final disposition. STAY 0N DISCOVERY AND RESPONSIVE PLEADING DEADLINE Pending further order of this Court, the service of discovery and the obligation to respond to any outstanding discovery is stayed. However, Defendant(s) shall file a Notice of Appearance for purposes of identification of counsel and preparation of a service list. The filing of such a Notice of Appearance shall be without prejudice to the later filing of a motion to quash to contest jurisdiction. Parties shall not file or serve responsive pleadings, including answers to the complaint, motions to strike, demurrers, motions for change of venue and cross-complaints until a date is set at the First Case Management Conference for such filings and hearings. Updated on 7/30/20. Case 5:20-cv-08336 Document 1-2 Filed 11/25/20 Page 3 of 4 This Order is issued to assist the Court and the parties in the management of this “Complex” case through the development of an orderly schedule for briefing and hearings. This Order shall not preclude the parties from continuing to informally exchange documents that may assist in their initial evaluation of the issues presented in this Case. Plaintiff shall serve a copy of this Order on all the parties in this matter forthwith. SO ORDERED. Date: Hon. Brian C. Walsh Judge of the Superior Court If you, a party represented by you, or a witness to be called on behalf of that party need an accommodation under the American with Disabilities Act, please contact the Court Administrator’s office at (408) 882-2700, or use the Court’s TDD line, (408) 882-2690 or the VoicefFDD California Relay Service, (800) 735-2922. Updated on 7/30/20. October 28, 2020 Case 5:20-cv-08336 Document 1-2 Filed 11/25/20 Page 4 of 4 Case 5:20-cv-08336 Document 1-3 Filed 11/25/20 Page 1 of 2 EXHIBIT C 200V372225 Santa Clara - Civil System System Attorney or Para) without Attorney: For Court Use Only ggfilg-I ZEBSggzrfi; #1313233! Electronically Filed 7817 IVANHOB AVEfiUE, STE. 102 by sur’er'or court Of CA’ LA }OLLA, CA 92037 county Of santa Clara, Telephonem: 858-914-2001 FAXNo: 3589144002 on 11l |2l2020 7:44 AM Ref No. or File Na: Revie ed By: System System Attorneyfar: Plaintiff KOBER Case_filzocv372225 Insert name ofCourt. and Judicial District and Branch Court: Envel('pe: 5279956 SANTA CLARA COUNTY SUPERIOR COURT Plaintw.‘ AMOS KOBER, ON BEHALF 0F HIMSELF; ET AL QgLegcjgnr: GOOGLE. LLC: ET AL PROOF 0F SERVICE Hearing Dale: Time: Dept/Div: Case Number: SUMMONS AND CLASS Thu, Feb. 25, 2021 2:30PM 1 20CV372225 I. At the time ofservice I was at least I8 years ofage and not a party to this action. 2. I served copies ofthe SUMMONS AND CLASS ACTION COMPLAINT; CIVIL CASE COVER SHEET; CIVIL LAWSUIT NOTICE; COMPLEX CIVIL GUIDELINES; ADR INFORMATION SHEET-CIVIL DIVISION 3. a. Party served: GOOGLE, LLC c/o CSC LAWYERS INCORPORATING SERVICE, AGENT FOR SERVICE b. Person served: NICOLE STRAUSS-AUTHORIZED TO ACCEPT (Afi-ican American, Female, 3 1- 35 Years 01d, Black Hair, 5 Feet 7 Inches, 240-260 Pounds) 4. Address where the party was served: 2710 GATEWAY OAKS DR. SUITE ISON SACRAMENTO, CA 95833 5. I served the party: a. by persona! service. I personally delivered the documents Iisted in item 2 to the party or person authorized to receive process for the party (1) on: Wed, Oct. 28, 2020 (2) at: 2:21PM 6. The "Notice to the Person Served” (on the Summons) Was completed asfollows: 0n behalfof? GOOGLE, LLC Other: CALIFORNIA CORPORATION CODE 17061 7. Person Who Served Papers: Recoverable Cost Per CCP 1033.5(a)(4)(8) a. KRYSTALYN JOHNSON d. The Feefor Service was: b. A & A LEGAL SERVICE, Inc. e. I am: (3) registered California process server 880 MITTEN ROAD, SUITE 102 (1) Independent Contractor BURLINGAME, CA 94010 (ii) Registration Na: PS’047 c. (650) 697-943 1, FAX (650) 697-4640 (iii) County: Yuba 8. I declare underpenalty ofperjury under the laws of tire State ofCalifornia (ha: theforegoing is true am! correct. K Date: Wed, Nov. 04, 2020 1 _ _ \‘ - ,1 .x’KJK/b (@YMMY” WWWW’ anbes.125391RungflfY§Ela§§JBf¥§§$¥§n§9r§flf90m sfiWJfi‘Rfif‘Efi’fis Case 5:20-cv-08336 Document 1-3 Filed 11/25/20 Page 2 of 2 Case 5:20-cv-08336 Document 1-4 Filed 11/25/20 Page 1 of 2 EXHIBIT D 200V372225 Santa Clara - Civil System System Attorney or Party withau! Atlorney: For Court Use Only gmiffiiEBsgfirfirl #1132881 Electronically Filed 7817 IVANHOE AVEfiUE, STE. 102 by sul’er'or court Of CA’ LA JOLLA’ CA 92037 Count y of Santa Clara, rezephonewo: 858-914-2001 rung.- sss-914-2002 on 11/12/2020 7:44 AM Rex No. orFiIe No: Revie ved By: System System Auomeyfor: Piaintiff KOBER Case§20cv372225 Insert name ofCourl, and Judicial District and Branch Court: Envel pe: 5279956 SANTA CLARA COUNTY SUPERIOR COURT Plaimw’: AMOS KOBER, ON BEHALF OF HIMSELF; ET AL Mam.- GOOGLE. LLC: ET AL PROOF 0F SERVICE Hearing Dare: Time: DepI/Div: Case Number: SUMMONS AND CLASS Thu, Feb. 25, 2021 2:30PM 1 20CV372225 1. A! the time ofservice I was at least I8years ofage and not a party to this action. 2. I served copies ofthe SUMMONS AND CLASS ACTION COMPLAINT; CIVIL CASE COVER SHEET; CIVIL LAWSUIT NOTICE; COMPLEX CIVIL GUIDELINES; ADR INFORMATION SHBET~CIVIL DIVISION 3. a. Party served: ALPHABET, INC. c/o CSC LAWYERS INCORPORATING SERVICE, AGENT FOR SERVICE b. Person served: NICOLE STRAUSS-AUTH‘ORIZED TO ACCEPT (African American, Female, 3 I ~ 35 Years 01d, Black Hair, 5 Feet 7 Inches, 240-260 Pounds) 4. Address where the party was served: 2710 GATEWAY OAKS DR. SUITE ISON SACRAMENTO, CA 95833 5. 1 served the party: a. by personal service. I personally delivered the documents listed in item 2 to the party or person authorized to receive process for the party (l) on: Wed., Oct. 28, 2020 (2) at: 2:21PM 6. The "Notice to the Person Served" (on the Summons) was complezed asfollaws: on behalfaf: ALPHABET, INC. Under CCP 4 l6. 10 (corporation) 7. Person Who Served Papers: Recovcrable Cost Per CCP 1033.5(a)(4)(B) a. KRYSTALYN JOHNSON d. The Feefor Service was: b. A & A LEGAL SERVICE, Inc. e. I am: (3) registered California process server 880 MI'I‘TEN ROAD, SUITE 102 (i) Independent Contractor BURLINGAME, CA 94010 (i1) Registration Na: PS-047 c. (650) 697-943 l, FAX (650) 697-4640 (fit) County: Yuba 8. I declare underpenalty ofperjury under the laws ofthe State ofCalifornia that thefaregaing is true and correct. Date: Wed, Nov. 04, 2020 _ anbes. 125392nune‘flflh‘ilafi'ifif‘kfeflnfifi’g‘l£2007 sEW3z$fiifi¥X£§§s Case 5:20-cv-08336 Document 1-4 Filed 11/25/20 Page 2 of 2 JS-CAND 44 (Rev. 10/2020) except as. pyqvided by lpcal rules of coufi. This form, approved in 1ts onglnal form by the Judicial Conference of the United States in September 19 Court t0 1n1t1ate the 01v11 docket sheet. (SEE INSTRUCTIONS 0NNEXT PAGE 0F THIS FORM) Case 5:20-cv-0833%Ie?iu(r9Mfi gfiWE/ZO Page 1 of 2 The JS-CAND 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings or otheryapers as required by law, 4, is required for the Clerk of I. (a) PLAINTIFFS AMOS KOBER, on behalf of himself and all others similarly situated, (b) County of Residence of First Listed Plaintiff Unknown (EXCEPTIN US PLAINTIFF CASES) (C) Attorneys (Firm Name, Address, and Telephone Number) Anne B. Beste, Bottini & Bottini, Inc., 7817 Ivanhoe Avenue, Suite 102 La Jolla, CA 92037, Telephone: (858) 914-2001 DEFENDANTS GOOGLE LLC, ALPHABET INC. and DOES 1-100 County of Residence of First Listed Defendant (IN US. PLAINTIFF CASES ONLY) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND INVOLVED. Attorneys {IfKnown} Santa Clara John E. Schmidtlein, Williams & Connolly LLP, 725 Twelfth Street, N.W., Washington, DC 20005, Telephone: (202) 434-5000 H. BASIS OF JIIRISDICTION (Place an “X" in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Boxfor Plaintifl (For Diversity Cases Only) and One Boxfor Defendant) ‘ ‘ ‘ PTF DEF PTF DEF 1 U'S' Government Plamtlff 3 Egdgrgggfsgggt Not a Party) Citizen 0f This State x 1 1 Incorporated or Principal Place 4 x 4 ‘ ' of Business In This State 2 U S G tD f d t x 4 D. .ty Citizen of Another State 2 2 Incorporated and Principal Place 5 5 . . overnmen e en an 1vers1 . . . . . ‘ . f Busmess In Another State 1 d t C: h P t 1t 111 °(n lca e l lzens 1p 0f ar 16S m em ) Citizen or Subject ofa 3 3 Foreign Nation 6 6 Foreign Country IV. NATURE OF SUIT (Place an "X" in One Box Only) CONTRACT TORTS FORFEITURE/PENALTY BANIGKUPTCY OTHER STATUTES 110 Insurance pERSONAL INJURY pERSONAL INJURY 625 Drug Related Seizure of 422 Appeal 28 USC § 158 375 False Claims Act 120 Marine 310 Airplane 365 Personal Injury, Product Property 21 USC § 881 423 Withdrawal 28 USC 376 Qui Tam (31 USC 130 Miller Act 315 Airplane Product Liability Liability 690 Other § 157 § 3729“» 140 Negotiable Instrument 320 Assault, Libel & slander 367 Health Care/ LABOR PROPERTY RIGHTS x 40° Sm Reappmmmem 150 Recovery 0f 330 Federal Employers’ Pharmacemlcal Persqnal 710 Fair Labor Standards Act 820 Copyrights 410 Antm-uSt ~ Overpayment Of Liability Injury PmdUCt L‘ab‘hty ' 430 Banks and Bankmg Veteran’s Benefits . 368 Asbestos Personal Injury 720 Labotmanagemem - 830 Patent 450 Commerce340 Manna Relanons 835 Patent-Abbreviated New 151 Medicare Act 152 Recovery of Defaulted Student Loans (Excludes 345 Marine Product Liability 350 Motor Vehicle 355 Motor Vehicle Product Product Liability PERSONAL PROPERTY 370 Other Fraud 460 Deportation 470 Racketeer Influenced & Corrupt Organizations Drug Application 840 Trademark 880 Defend Trade Secrets 740 Railway Labor Act } 75] Family and Medical Leave Act Veterans ‘ ‘ . 1 53 Recovery)“ Liability 37] Truth m Lendmg 790 Other Labor Litigation ACt 0f2016 480 consumer cred“ Overpayment 360 Other Personal Injury 380 Other Persona] Pmperty 79] Employee Retirement SOCIAL SECURITY 485 Teleph‘?“ consumer fv t ’ B fit 362 Personal Injury -Medical Damage Income security ACt Pmtecnon ACt o e eran s ene Is Malpractice 385 Property Damage Product IMMIGRATION 861 HIA (1395fl) 490 Cable/Sat TV 160 StOCkhOIders suns Llablhty ‘ . 862 BlaCk Lung (923) 850 Securities/Commodities/ 1:0 Ether Contragt b l CIVIL RIGHTS PRISONER PETITIONS 462 iapl‘pull‘iaclaltziztlllon _ 863 DIWC/DIWW (405(g)) Exchange 1 5 ontract Pro uct Lia i i ID T'tl X I ' . ty 440 Other Civil Rights HABEAS CORPUS 465 Other 1mm ration ' 864 SS 1 e V 890 Other Stammy Am)“ 196 Franchise . . . . g 865 RSI (405(g» s91 Agricultural Acts 441 VOtlng 463 Allen Detalnee Actlons 893 E . 1 MREAL PROPERTY 442 Employment 5 10 Motions t0 Vacate FEDERAL TAX SUITS nwronmenta angrs 2 10 Land Condemnation 443 Housing/ Sentence 870 Taxes (US Plaintiff” 895 FAretedom of Informanon 220 Foreclosure Accommodations 530 General l Defendant) A: . ~ 230 Rem Lease & Ejectmem 445 Amen w/DisabihtiesA 535 Death penalty 871 IRsiThird Party 26 USC 896 blffémf 240 Torts to Land Employment OTHER § 7609 899 Idemlshjatlve Procedure r ‘ - 446 Amen w/Disabflities-Other CVRCVICW 0r Appeal 0f245 Tort Product Llablllty I 540 Mandamus & Other Agency Decision 290 A11 Other Real Prom 448 “mm“ 550 Civil Rights 950 Constitutionality0mm 555 Prison Condition Statutes 560 Civil Detainee- Conditions of Confinement V. ORIGIN (Place an X” in One Box Only) 1 Original X 2 Removed from 3 Remanded from 4 Reinstated or 5 Transferred from 6 Multidistrict 8 Multidisttict Proceeding State Court Appellate Coun Reopened Another District (spect’fii) LitigationiTransfer LitigationiDirect File VI. CAUSE 0F Cite the U.S. Civil Statute under Which V0u are filing (Du not cite iurisdictianal statutes unless diversitv): ACTION 28 U.s‘C. §§ 1332(d) and 1453 Brief descfintion of cause: Claims brought under the California Cartwright Act, California Unfair Competition Law, and California’s common law of unjust enrichment. VII. REQUESTED 1N v CHECK IF THIS Is A CLASS ACTION DEMAND s CHECK YES only if demanded in complaint: COMPLAINT: UNDER RULE 23, Fed. R. Civ. P. JURY DEMAND: x Yes No VIII. RELATED CASE(S), JUDGE DOCKET NUMBER IF ANY (See instructions): IX. DIVISIONAL ASSIGNMENT (Civil Local Rule 3-2) (Place an “X” in One Box Only) SAN FRANCISCO/OAKLAND x SAN JOSE EUREKA-MCKINLEYVILLE DATE 11/25/2020 SIGNATURE OF ATTORNEY 0F RECORD /s Justina K. Sessions JSCANDMQCVJOQOZO) Case 5:20-cv-08336 Document1-5 Filed 11/25/20 Page20f2 INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS-CAND 44 Authority For Civil Cover Sheet. The JS-CAND 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as required by law, except as provided by local rules of court. This form, approved in its original form by the Judicial Conference 0f the United States in September 1974, is required for the Clerk 0f Court to initiate the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. The attorney filing a case should complete the form as follows: I. a) b) e) II. III. IV. VI. VII. VIII. IX. Date Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, giving both name and title. County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the time 0f filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land condemnation cases, the county of residence of the “defendant” is the location of the tract of land involved.) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting in this section “(see attachment)” Jurisdiction. The basis ofjurisdiction is set forth under Federal Rule 0f Civil Procedure 8(a), which requires that jurisdictions be shown in pleadings. Place an “X” in one of the boxes. If there is more than one basis ofjurisdiction, precedence is given in the order shown below. (1) United States plaintiff. Jurisdiction based on 28 USC §§ 1345 and 1348. Suits by agencies and officers ofthe United States are included here. (2) United States defendant. When the plaintiff is suing the United States, its officers 0r agencies, place an “X” in this box. (3) Federal question. This refers to suits under 28 USC § 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act 0f Congress or a treaty 0f the United States. In cases where the U.S. is a party, the U.S. plaintiff 0r defendant code takes precedence, and box 1 or 2 should be marked. (4) Diversig of citizenshig. This refers to suits under 28 USC § 1332, where parties are citizens 0f different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity cases.) Residence (citizenship) of Principal Parties. This section ofthe JS-CAND 44 is to be completed if diversity of citizenship was indicated above. Mark this section for each principal party. Nature of Suit. Place an “X” in the appropriate box. If the nature of suit cannot be determined, be sure the cause of action, in Section VI below, is sufficient t0 enable the deputy clerk 0r the statistical clerk(s) in the Administrative Office to determine the nature of suit. If the cause fits more than one nature 0f suit, select the most definitive. Origin. Place an “X” in one 0fthe six boxes. (1) Original Proceedings. Cases originating in the United States district courts. (2) Removed from State Court. Proceedings initiated in state courts may be removed t0 the district courts under Title 28 USC § 1441. When the petition for removal is granted, check this box. (3) Remanded from Appellate Court. Check this box for cases remanded to the district court for further action. Use the date ofremand as the filing date. (4) Reinstated or Reopened. Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date. (5) Transferred from Another District. For cases transferred under Title 28 USC § 1404(a). Do not use this for within district transfers or multidistrict litigation transfers. (6) Multidistrict Litigation Transfer. Check this box when a multidistfict case is transferred into the district under authority 0f Title 28 USC § 1407. When this box is checked, do not check (5) above. (8) Multidistrict Litigation Direct File. Check this box when a multidistrict litigation case is filed in the same district as the Master MDL docket. Please note that there is no Origin Code 7. Origin Code 7 was used for historical records and is no longer relevant due t0 changes in statute. Cause 0f Action. Report the civil statute directly related to the cause 0f action and give a brief description 0fthe cause. Do not cite jurisdictional statutes unless diversity. Example: U.S. Civil Statute: 47 USC § 553. Brief Description: Unauthorized reception 0f cable service. Requested in Complaint. Class Action. Place an “X” in this box ifyou are filing a class action under Federal Rule of Civil Procedure 23. Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction. Jug Demand. Check the appropriate box to indicate whether or not a jury is being demanded. Related Cases. This section 0f the JS-CAND 44 is used t0 identify related pending cases, if any. If there are related pending cases, insert the docket numbers and the corresponding judge names for such cases. Divisional Assignment. If the Nature of Suit is under Property Rights or Prisoner Petitions or the matter is a Securities Class Action, leave this section blank. For all other cases, identify the divisional venue according to Civil Local Rule 3-2: “the county in which a substantial part of the events or omissions which give rise t0 the claim occurred or in which a substantial part of the property that is the subject of the action is situated.” and Attorney Signature. Date and sign the civil cover sheet. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 2 Filed 11/25/20 Page 1 of 2 JUSTINA K. SESSIONS, SBN 270914 WILSON SONSINI GOODRICH & ROSATI Professional Corporation One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105-1 126 Telephone: (415) 947-2000 Facsimile: (415) 947-2099 Email: jsessions@wsgr.com Attorneysfor Defendants GOOGLE LLC andALPHABETINC. JOHN E. SCHMIDTLEIN, SBN 163520 JESSE T. SMALLWOOD, (pro hac forthcoming) BENJAMIN M. GREENBLUM (pro hac forthcoming) WILLIAMS & CONNOLLY LLP 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Email: jschmidtlein@wc.com Email: jsmallwood@wc.com Email: bgreenblum@wc.com UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION AMOS KOBER, on behalf of himself and all others similarly situated, Plaintiff, V. GOOGLE LLC, ALPHABET INC. and DOES 1- 100, Defendants. vvvvvvvvvvvvv CASE NO.: DEFENDANTS’ CORPORATE DISCLOSURE STATEMENT AND CERTIFICATION OF INTERESTED ENTITIES OR PERSONS Pursuant t0 Federal Rule of Civil Procedure 7. 1, Defendants Google LLC and Alphabet Inc. disclose the following: Google LLC is a subsidiary 0fXXVI Holdings Inc., Which is a subsidiary of Alphabet Inc., a publicly traded company. N0 publicly traded company holds more than 10% 0f Alphabet Inc.’s stock. Pursuant to Civil L.R. 3-15, the undersigned certifies that the following listed persons, associations of persons, firms, partnerships, corporations (including parent corporations) or other entities (i) have a financial interest in the subj ect matter in controversy or in a party t0 the CORPORATE DISCLOSURE STATEMENT AND CERTIFICATION OF INTERESTED ENTITIES CASE No.2 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 2 Filed 11/25/20 Page 2 of 2 proceeding, or (ii) have a non-financial interest in that subj ect matter or in a party that could be substantially affected by the outcome of this proceeding: 1. Google LLC 2. XXVI Holdings Inc., Holding Company of Google LLC 3. Alphabet Inc., Holding Company ofXXVI Holdings Inc. DATED: November 25, 2020 WILSON SONSINI GOODRICH & ROSATI Professional Corporation By: /s/Justina K. Sessions JUSTINA K. SESSIONS, SBN 270914 One Market Plaza Spear Tower, Suite 3300 San Francisco, CA 94105-1 126 Telephone: (415) 947-2000 Facsimile: (415) 947-2099 Email: jsessions@wsgr.com WILLIAMS & CONNOLLY LLP JOHN E. SCHMIDTLEIN, SBN 163520 JESSE T. SMALLWOOD, (pro hac forthcoming) BENJAMIN M. GREENBLUM (pro hac forthcoming) 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Email: jschmidtlein@wc.com Email: jsmallw00d@wc.com Email: bgreenblum@wc.com Attorneysfor Defendants Google LLC and Alphabet Inc. CORPORATE DISCLOSURE STATEMENT AND -2- CASE No.2 CERTIFICATION 0F INTERESTED ENTITIES 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 3 Filed 11/25/20 Page 1 of 2 JUSTINA K. SESSIONS, SBN 270914 JOHN E. SCHMIDTLEIN, SBN 163520 WILSON SONSINI GOODRICH & ROSATI JESSE T. SMALLWOOD, (pro hac Professional Corporation forthcoming) One Market Plaza BENJAMIN M. GREENBLUM (pro hac Spear Tower, Suite 3300 forthcoming) San Francisco, CA 94105-1 126 WILLIAMS & CONNOLLY LLP Telephone: (415) 947-2000 725 Twelfth Street, N.W. Facsimile: (415) 947-2099 Washington, DC 20005 Email: jsessions@wsgr.com Telephone: (202) 434-5000 Facsimile: (202) 434-5029 Attorneysfor Defendants Email: jschmidtlein@wc.com GOOGLE LLC andALPHABETINC. Email: jsmallwood@wc.com Email: bgreenblum@wc.com UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION AMOS KOBER, on behalf of himself and all ) CASE NO.: others similarly situated, g CERTIFICATE OF SERVICE Plaintiff, g v. 3 GOOGLE LLC, ALPHABET INC. and DOES 1- g 100, ) Defendants. g ) CERTIFICATE 0F SERVICE CASE N0.: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 5:20-cv-08336 Document 3 Filed 11/25/20 Page 2 of 2 I, Deborah Grubbs, declare: I am employed in Santa Clara County, State 0f California. I am over the age 0f 18 years and not a party to the Within action. My business address is Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304-1050. On this date, I served: l. NOTICE OF REMOVAL FROM SANTA CLARA COUNTY SUPERIOR COURT 2. CIVIL COVER SHEET 3. DEFENDANTS’ CORPORATE DISCLOSURE STATEMENT AND CERTIFICATION OF INTERESTED ENTITIES OR PERSONS By forwardir} the document(s) by electronic transmission on this date to the Internet ema1 address hsted below: Anne B. Beste, SBN 326881 abeste@bottinilaw.com; Albert Y. Chang, SBN 296065 achang@bottinilaw.com; Yury A. Kolesnikov, SBN 271 173 ykolesnikov@bottinilaw.com. I am readily familiar with Wilson Sonsini Goodrich & Rosati’s practice for collection and processing 0f documents for delivery according to instructions indicated above. In the ordinary course 0f business, documents would be handled accordingly. I declare under penalty of perjury under the laws of the United States of America and the State of California that the foregoing is true and correct. Executed at San Mateo, California on November 25, 2020. 0mm @wtts Deborah Grubbs' CERTIFICATE 0F SERVICE - 1 - CASE N0.:
