UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

__________________________________________ 

 ) 

In the Matter of ) 

 ) 

CHICAGO BRIDGE & IRON COMPANY N.V. ) Corrected Public Version 

 a foreign corporation, ) 

 ) 

CHICAGO BRIDGE & IRON COMPANY ) Docket No. 9300 

 a corporation, ) 

 ) 

PITT-DES MOINES, INC., ) 

 a corporation. ) 

__________________________________________) 

RESPONDENTS' MOTION FOR IN CAMERA TREATMENT OF MATERIAL 

PREVIOUSLY DESIGNATED AS CONFIDENTIAL

 Respondents1 file this Motion for In Camera Treatment of Material Previously 

Designated as Confidential pursuant to Rule 3.45(b) of the Federal Trade Commission 

("FTC") Rules of Practice, 16 C.F.R. §3.45(b). Respondents respectfully request that the 

Commission enter a protective order directing in camera treatment for certain material 

containing highly confidential and sensitive CB&I business information. 

I. 

INTRODUCTION

 On February 11, 2005, Complaint Counsel in this action filed an Opposition to 

Respondents' Petition to Reconsider (the "Opposition"). Complaint Counsel's Opposition 

included material that CB&I submitted to the FTC in another matter, and which it had 

previously designated as highly confidential (attached hereto at Exhibit A). The 

Opposition also included a discussion of that material. See Opposition, p. 12. Complaint 

Counsel requested that their Opposition be placed temporarily under seal pursuant to 

 

1

 Respondents Chicago Bridge & Iron Company N.V. and Chicago Bridge & Iron 

Company are referred to herein collectively as "Respondents" or "CB&I." 
2 

Commission Rule 4.10(g), 16 C.F.R. §4.10(g), in order to afford Respondents the 

opportunity to seek a protective order for in camera treatment of this material. 

Respondents now do so. 

 The material in question concerns [ 

 ] See

Exhibit A. [ 

 ] See Affidavit of Richard E. Goodrich, attached 

hereto at Exhibit B ("Goodrich Affidavit"). [ 

 

 ] See id. [ 

 

 ] See Exhibit A. [ 

 

 ] See Goodrich Affidavit. As noted by CB&I at 

the time, the material CB&I submitted to the FTC contained highly confidential business 

information, the release or publication of which would substantially harm CB&I's 

business. See Exhibit A. As such, CB&I requested that the material be treated as highly 

confidential and destroyed or returned [ 

 ] See id. 

II. 

THE LEGAL STANDARD

 Rule 3.45 governs in camera treatment of materials, stating that material shall be 

"placed in camera only after finding that its public disclosure would likely result in a 

clearly defined, serious injury to the person, partnership or corporation requesting in 
3 

camera treatment." 16 C.F.R. § 3.45(b). The rule also indicates the FTC decisions which 

articulate the standard for placing materials in camera. See H.P. Hood & Sons, Inc., 58 

F.T.C. 1184, 1188 (1961); see also General Foods Corp., 95 F.T.C. 352, 355 (1980); 

Bristol-Myers Co., 90 F.T.C. 455, 456 (1977). According to this authority, applicants for 

in camera treatment must make a "clear showing that the information concerned is 

sufficiently secret and sufficiently material to their business that disclosure would result 

in serious competitive injury." General Foods Corp., 95 F.T.C. at 355. 

 Moreover, the Commission has established six factors to consider in determining 

whether an in camera applicant has made a sufficient showing: (1) the extent to which 

the information is known outside the party's business; (2) the extent to which the 

information is known by employees and others involved in the party's business; (3) the 

extent of measures taken by the party to guard the secrecy of the information; (4) the 

value of the information to the party and its competitors; if the information is old, a 

greater burden is placed on the party to demonstrate its value; (5) the amount of effort or 

money expended by the party in developing the information; and (6) the ease or difficulty 

with which the information could be properly acquired or duplicated by others. BristolMyers Co., 90 F.T.C. at 456. In addition, "[t]he loss of business advantage is a good 

example of a 'clearly defined, serious injury.'" Hoechst Marion Roussel, Inc., 2000 F.T.C. 

LEXIS 138 at *6 (citing General Foods, 95 F.T.C. at 355). 

III. 

THE MATERIAL AT ISSUE MEETS THE LEGAL STANDARD FOR IN 

CAMERA TREATMENT – PUBLIC DISCLOSURE OF THE INFORMATION 

WOULD RESULT IN A CLEARLY DEFINED, SERIOUS INJURY TO CB&I

 Attachment A to Complaint Counsel's Opposition (Exhibit A hereto) should be 

placed in camera. Additionally, those portions of the instant motion, Exhibit B hereto, 
4 

and Complaint Counsel's Opposition that have been redacted in the public record should 

be afforded in camera treatment. The public disclosure of this information would 

damage CB&I's business by revealing [ 

 ] Competitors who are privy to [ 

 ] will have a competitive advantage over CB&I, who will not have 

the benefit of similar information concerning its competitors. In fact, information of this 

nature is some of the most sensitive that CB&I maintains. 

 Moreover, this information meets the six criteria set forth by the Commission for 

use in evaluating the need for in camera treatment. First, this information is not known 

publicly outside of CB&I's business. See Goodrich Affidavit. [ 

 ] See 

id. Second, within CB&I's business this information is known to only a handful of high 

level executives. See id. Third, CB&I has taken all due precautions to safeguard the 

confidential nature of this information, including asking the FTC to destroy or return such 

information. See id. Fourth, this information is of great value to CB&I, as it represents 

[ 

 

 ] See id. [ 

 

 ] See id. Fifth, CB&I expended a significant amount of money 

and effort [ ] See id. Finally, this is the type of 

information that CB&I would not allow to be obtained by anyone outside of its 
5 

organization and which could not be duplicated by anyone outside of CB&I. See id. In 

sum, the public disclosure of information [ 

 ] would cause CB&I a loss of business advantage because it would 

expose [ ] to its competitors, who would 

otherwise have no way to know this information. 

IV. 

THE MATERIAL AT ISSUE SHOULD BE KEPT IN CAMERA FOR A PERIOD 

OF FIVE YEARS

 Once it is established that material deserves in camera treatment, the duration of 

such treatment must be determined. See 16 C.F.R. §3.45(b). When in camera treatment 

is granted for ordinary business records, as opposed to trade secrets or other sensitive 

technical information, it is typically extended for two to five years. See e.g., In re E.I. Du 

Pont de Nemours & Co., 97 F.T.C. 116 (Jan. 21, 1981). Due to the highly sensitive 

nature of the material at issue here, CB&I requests that the material be granted in camera

treatment for a period of five years. Previously in this action, similar competitive 

information has been granted in camera treatment for a period of five years or more. See 

e.g., Order Granting Respondents' Renewed Motion for In Camera Treatment of Certain 

Exhibits, December 3, 2002 (granting corporate strategy documents in camera treatment 

for a period of ten years); Order on Non-Parties' Renewed Motions for In Camera

Treatment of Documents Listed on Parties' Exhibit Lists, November 14, 2002 (granting 

certain non-party testimony in camera treatment for a period of 5 years). 

 WHEREFORE, CB&I respectfully requests that the Commission enter an Order 

granting in camera treatment for Attachment A to Complaint Counsel's Opposition 

(attached hereto as Exhibit A), as well as those portions of the instant motion, Exhibit B 
6 

hereto and Complaint Counsel's Opposition that have been redacted in the public record, 

for a period of five years. 

Dated: February 22, 2005 

 

 Clifford H. Aronson 

 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 

 4 Times Square 

 New York, NY 10036-6522 

 Telephone No.: 212-735-2644 

 Facsimile No.: 917-777-2644 

 Charles W. Schwartz 

 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 

 1600 Smith, Suite 4400 

 Houston, TX 77002-7348 

 Telephone No.: 713-655-5160 

 Facsimile No.: 888-329-2286 

 ATTORNEYS FOR RESPONDENTS 

 CHICAGO BRIDGE & IRON COMPANY N.V. 

 AND CHICAGO BRIDGE & IRON COMPANY