Ms. Watson answered questions of the Department of Justice staff. Pearson intend to certify compliance with 15 U.S.C. § 16(g) prior to entry of any consent judgment pursuant to the antitrust laws Case 1:08-cv-00143-CKK Document 11-6 Filed 05/20/2008 Page 2 of 4 - 3 - Dated: February 1, 2008 Respectfully submitted, FOR DEFENDANTS PEARSON PLC and PEARSON EDUCATION INC.: /s/ Jonathan M. Rich Jonathan M. Rich, Esq. (D.C. Bar# 447942) Morgan, Lewis & Bockius, LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004 (202) 739-5433 Attorney for Defendants Pearson plc and Pearson Education, Inc. Case 1:08-cv-00143-CKK Document 11-6 Filed 05/20/2008 Page 3 of 4 - 4 - CERTIFICATE OF SERVICE I hereby certify that on February 1, 2008 a true and correct copy of the foregoing document was electronically filed with the Clerk of the Court using the CM/ECF System for the the United States District Court for the District of Columbia and served by email on the below- identified attorneys: Damon J. Kalt, Esq.

Id. The Tunney Act also requires summaries of, among other things, the proposed final judgment and Competitive Impact Statement to be published “for 7 days over a period of 2 weeks in newspapers of general circulation of the district in which the case has been filed, in the District of Columbia, and in such other districts as the court may direct . . . .” 15 U.S.C. § 16(c). The newspaper summaries must be accompanied by “a list of the materials and documents under subsection (b) of this section which the United States shall make available for the purposes of meaningful public comment, . . . .” Id.

11. Plaintiff’s Motion for Entry of the Final Judgment and its Competitive Impact Statement demonstrate that the proposed Final Judgement satisfies the public interest standard of 15 U.S.C. §16(e). 12.

With respect to “duration of relief sought,” the proposed divestitures are for a minimum of ten years. As discussed above, this period is adequate and appropriate given the Case 1:05-cv-02102-EGS Document 19 Filed 03/21/2006 Page 50 of 52 92 15 U.S.C. § 16(e)(1)(B). 51 rapidly changing nature of technology and the industry, as well as the useful life of the divestiture assets.

I. Entry of the Proposed Final Judgments Will Not Adversely Affect Individuals Alleging Specific Injury from the Violations Set Forth in the Complaints The divestitures required by the proposed Final Judgments will replace the lost competition alleged in the Complaints, preventing competitive harm to any individuals (including harm to COMPTEL’s and ACTel’s members in their capacity as customers) that would otherwise arise from the violations set forth in the Complaints.103 Entry of the proposed Final Judgments has no Case 1:05-cv-02102-EGS Document 38 Filed 06/01/2006 Page 32 of 35 104 See 15 U.S.C. § 16(a); see also CISs at 14. 105 Although collateral estoppel and the prima facie evidence provision of the Clayton Act, 15 U.S.C. § 16(a), would allow subsequent antitrust plaintiffs to take advantage of judicial findings if the defendants were found liable after trial, any such “benefit” must be weighed against (a) the fact that because the remedy before the Court prevents the harm alleged in the Complaints, any damages claims that individuals might bring are unlikely to be viable, and (b) the possibility that the government would lose at trial, which, as a practical matter, would make private actions harder to bring successfully. 33 preclusive effect on any action that any individual nevertheless claiming to be harmed by the defendants conduct may want to bring.104 Nor do the proposed Final Judgments or the sales of the Divestiture Assets as a practical matter limit the remedies that any individual harmed by the mergers could seek on its own, including broader divestitures.

In that case, the court determined that there was necessary overlap between private antitrust claims regarding the sale of timber on private lands in Oregon and a prior government antitrust action regarding timber sales on public lands in Oregon. Critical to the court’s holding was the fact that tolling the statute of limitations would further the “purpose” of 15 U.S.C. §16(i). Chippano v. Champion International Corp., 702 F.2d 827, 832-33 (9th Cir. 1983).

Moreover, one commenter’s request for a “full disclosure of the papers leading up to the settlement,” FlyerRights.org Cmts. at 1, should be rejected as the commenter offers no reason to doubt the sufficiency of Defendants’ compliance with the Tunney Act’s disclosure requirements, 15 U.S.C. § 16(g), and no basis to otherwise justify a fishing expedition. See Associated Milk Producers, 394 F. Supp. at 38-40.

The Present Motion Satisfies the Requirements of Rule 24(b) Rule 24(b) requires that anyone seeking to intervene file a “timely application.” Although the AAI did not file comments on these consent decrees within the statutory 60-day comment period established in §5(b) of the Tunney Act, 15 U.S.C. §16(b), AAI’s application to intervene should nonetheless be considered timely. Prior to the hearing in this case on July 12, 2006, the AAI was justifiably skeptical that any meaningful judicial review of the public interest effects of the proposed final judgments would take place.

But the Tunney Act does not depend solely on the Federal Register to inform the public. The next subsection, 15 U.S.C. § 16(c), requires the United States to publish, repeatedly, Although the statutory language is unambiguous, legislative history also bears out the75 distinction. The Senate Report notes that the “bill seeks to encourage additional comment and response by providing more adequate notice to the public,” S. Rep. No. 93-298 at 5, and goes on to describe the provision of information to the public.

19 Case 1:05-cv-02102-EGS Document 10 Filed 02/08/2006 Page 23 of 25 III. IN THE ALTERNATIVE TO INTERVENTION, THE PROPOSED INTERVENOR SHOULD BE ALLOWED TO JOIN AS AMICUS CURIAE In the alternative, COMPTEL requests that it be permitted to participate as amicus curiae and be allowed to submit, as an amicus to the Court, a response to the Government’s response to COMPTEL’s comments, and participate in hearings. The Tunney Act gives the Court broad discretion to permit such amicus participation for the benefit of the Court. 15 U.S.C. § 16(f). In the recent Microsoft Tunney Act proceedings, this Court granted amicus status to customers and competitors of Microsoft (including trade associations) to present “detailed challenges to the adequacy of specific aspects of the [proposed remedies].”