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Keith Beauchamp (012434) 

Shelley Tolman (030945) 

COPPERSMITH BROCKELMAN PLC 

2800 North Central Avenue, Suite 1900 

Phoenix, AZ 85004 

T: 602.381.5490 

F: 602.224.6020 

kbeauchamp@cblawyers.com 

stolman@cblawyers.com

Jonathan Sherman (admitted pro hac vice) 

BOIES SCHILLER FLEXNER LLP 

1401 New York Avenue, NW 

Washington, DC 20015

T: 202.237.2727 

F: 202.237.6131 

jsherman@bsfllp.com 

Attorneys for Plaintiffs 

[Additional Counsel Listed on Signature Page] 

UNITED STATES DISTRICT COURT

DISTRICT OF ARIZONA

Vanguard Specialized Funds, et al.,

Plaintiffs,

v. 

VEREIT, Incorporated, et al.,

Defendants.

No. CV-15-02157-PHX-JAS

JOINT SUMMARY OF DISCOVERY

DISPUTE: 

PLAINTIFFS’ REQUEST FOR ARCP 

TO PRODUCE DOCUMENTS FOR

GAVIN BRANDON 

(REDACTED PUBLIC VERSION)

Pursuant to the Court’s Rule 16(b) order (Dkt. 275), Plaintiffs and Defendants 

VEREIT, Inc., formerly known as American Realty Capital Properties, Inc., and VEREIT 

Operating Partnership, L.P., formerly known as ARC Properties Operating Partnership, 

L.P. (hereinafter “ ARCP”; together with Plaintiffs the “Parties”) jointly submit this brief 

Case 2:15-cv-02157-JAS Document 281 Filed 05/25/18 Page 1 of 5
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written summary of their discovery dispute. Per LR 7.2(j), the parties certify that they 

attempted to resolve this matter through personal consultation and sincere effort but were 

unable to resolve this matter. 

Plaintiffs’ Statement. Plaintiffs propose that ARCP collect and produce 

documents for ARCP’s Chief Accounting Officer Gavin Brandon, going back to January 

1, 2013 and applying all searches. (Exs. 1, 3, 5.) These searches should yield documents 

responsive to Plaintiffs’ requests (Exs. 8-10), but ARCP has only agreed to apply a more 

limited set of searches for a more limited time period (Exs. 2, 4, 7). 

First, Mr. Brandon’s documents are highly relevant. For example, 

 

In its initial disclosures, ARCP identified Mr. Brandon as someone who should 

have relevant documents. (Ex. 11 at 4.) ARCP should not now withhold his documents, 

or otherwise limit production of Mr. Brandon’s documents. Mr. Brandon was involved 

with the Cole merger in 2013 and throughout 2014, so ARCP’s proposed limitations 

would exclude relevant and responsive documents (see Ex. 5 at 2-4). 

Second, Plaintiffs suffered substantial losses, and it is not disproportionate for 

ARCP to include several additional custodians in this action – including Mr. Brandon – 

whose documents go to the central issues in this case. 

Third, the depositions to date – reflecting many deponents’ substantial lack of 

recollection of relevant issues – underscore that Plaintiffs need these documents so that 

they can effectively question Mr. Brandon during his deposition and at trial (where 

ARCP indicated it may have Mr. Brandon testify for ARCP at trial). 

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Fourth, ARCP’s objections are further undermined by the fact that ARCP’s prior 

representations regarding Mr. Brandon’s documents were incorrect. (See Exs. 3, 5.) 

ARCP’s mischaracterizations provide no basis to withhold these documents.

ARCP’s Statement. ARCP has offered to produce Mr. Brandon’s documents 

hitting on certain search terms for the period after October 28, 2014, which alone would 

require it to review an additional 10,715 documents. Unsatisfied with this proposal, 

Plaintiffs seek additional searches for Mr. Brandon for an earlier time period (and 

including additional search terms) which would require ARCP to review at least 29,000

additional documents (comprising more than 438,000 additional pages). 

Plaintiffs’ claim for needing Mr. Brandon’s documents is based on two misguided 

premises: (1) that he was “involved” with the Cole merger in 2013/2014; and (2) that he 

is “tied to a key admission” that ARCP engaged in intentional misconduct before 2014.

Mr. Brandon was an employee of Cole Capital before the Cole/ARCP merger, 

which closed in February 2014. He was not involved in the merger negotiations and was 

not even aware of the merger until it was publicly announced in October 2013. After the 

merger, he continued to work on the legacy Cole businesses, working exclusively within 

the Private Capital Management (PCM) segment sponsored by Cole Capital. The PCM 

segment was not the subject of any relevant changes in the March 2015 restatement, 

and is not the subject of any allegations in the Complaint. (Exs. 2, 4, 12-14.) Mr. 

Brandon was appointed Chief Accounting Officer (CAO) on October 28, 2014, and was 

not involved in the internal investigation leading up to the Company’s October 29, 2014 

public announcement of certain errors in its financials; accordingly, Mr. Brandon had no 

role in making any purported admission in the October 2014 announcement concerning 

intentional errors (which pertained to the second quarter of 2014 only and was based on 

the internal investigation). He is listed in ARCP’s initial disclosures only because he was 

involved in the preparation of its March 2015 restatement (a process that started only 

after Mr. Brandon became CAO).

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ARCP has produced 15,401 documents on which Mr. Brandon was included. 

Plaintiffs have not identified a single one contradicting ARCP’s assertions regarding his 

limited role prior to October 28, 2014. Notably, the document they cite for the “key 

admission” is from January 2015. (Ex. 14 at 4-5.) Their request should be rejected.

Respectfully submitted this 25th day of May, 2018.

COPPERSMITH BROCKELMAN PLC

By: s/ Keith Beauchamp

Keith Beauchamp

Shelley Tolman

2800 North Central Avenue, Suite 1900

Phoenix, AZ 85004

Jonathan Sherman (Pro Hac Vice)

Amy Neuhardt (Pro Hac Vice)

BOIES SCHILLER FLEXNER LLP

1401 New York Avenue, NW 

Washington, DC 20015

Edward Normand (Pro Hac Vice)

Joseph Kroetsch (Pro Hac Vice)

Nathan Holcomb (Pro Hac Vice)

BOIES SCHILLER FLEXNER LLP

333 Main Street

Armonk, NY 10504

Beko Reblitz-Richardson (Pro Hac Vice)

BOIES SCHILLER FLEXNER LLP

1999 Harrison Street, Suite 900

Oakland, CA 94612

Attorneys for Plaintiffs

OSBORN MALEDON, P.A.

By: s/ David Rosenbaum (w/ permission)

David B. Rosenbaum, 009819

Joseph N. Roth, 025725

2929 N. Central Avenue, Suite 2100

Phoenix, AZ 85012-2794

Scott A. Edelman (Pro Hac Vice)

Antonia M. Apps (Pro Hac Vice)

Jed M. Schwartz (Pro Hac Vice)

Jonathan Ohring (Pro Hac Vice)

MILBANK, TWEED, HADLEY & 

McCLOY LLP

28 Liberty Street

New York, NY 10005-1413

Jerry L. Marks (Pro Hac Vice)

MILBANK, TWEED, HADLEY & 

McCLOY LLP

2029 Century Park East

Los Angeles, CA 90067

Attorneys for Defendants VEREIT, 

Inc. and VEREIT Operating 

Partnership, L.P.

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CERTIFICATE OF SERVICE

I hereby certify that on May 25, 2018, I electronically transmitted the attached 

document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 

Notice of Electronic Filing to all CM/ECF registrants.

s/ Sheri McAlister

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