• Case 2:11-cv-02919-JLL-JAD Document 91-2 Filed 07/26/13 Page 1 of 5 PageiD: 181 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

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CITY OF ROSEVILLE EMPLOYEES' : 

RETIREMENT SYSTEM, Derivatively Civil Action No. 11-cv-2919 (JLL)(JAD 

on Behalf of KID BRANDS, INC., 

Plaintiff, 

v. 

BRUCE G. CRAIN, et al., 

Defendants 

-andKID BRANDS, INC., a New Jersey 

corporation, 

Nominal Defendant. 

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ECF Case 

Electronically Filed 

FINDINGS OF FACT, 

CONCLUSIONS OF LAW A 

ORDER GRANTING MOTIO 

SEAL (ECF NO. 91) 

This matter having come before the Court by way of a motion to seal 

pursuant to L. Civ. R. 5.3 by Nominal Defendant Kid Brands, Inc. ("Kid Brands" 

or the "Company"), through its counsel Skadden, Arps, Slate, Meagher & Flom 

LLP, seeking to redact references to certain confidential information in (1) Kid 

Brands' Memorandum of Law in support of its Motion to Dismiss Plaintiffs 

Amended Shareholder Derivative Complaint and (2) Individual Defendants' 
Case 2:11-cv-02919-JLL-JAD Document 91-2 Filed 07/26/13 Page 2 of 5 PageiD: 181 \ 

Memorandum of Law in support of their Motion to Dismiss the Amended 

Complaint; and having reviewed Kid Brand's submissions, the Court makes the foll wing 

findings of fact and conclusions of law: 

1. Kid Brands moves to seal references, in two Memoranda of Law, to 

certain of its confidential information. Kid Brands provided this information to 

Plaintiff City of Roseville pursuant to a Non-Disclosure Agreement. Plaintiff has 

already redacted references to such information in its Amended Complaint. 

2. The references sought to be sealed comprise (i) the board's 

communications with its auditor, (ii) descriptions of the board's discussions 

regarding the Company's financial statements, (iii) deliberations over commercially 

sensitive financial information of the Company, (iv) confidential internal 

company-emails that were reviewed as part of Kid Brands' private and confidential 

internal investigation and (v) non-public audit materials prepared by independent 

auditors KPMG LLP and Ernst and Young LLP. 

3. Kid Brands had every expectation that such information would remain 

non-public in order to foster the utmost frankness in deliberations of the matters at 

issue and in the management of its business. 

4. A Declaration submitted by Kid Brands' Corporate Secretary and 

General Counsel dated May 4, 2012, (ECF No. 41-1), in connection with a prior 

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Case 2:11-cv-02919-JLL-JAD Document 91-2 Filed 07/26/13 Page 3 of 5 PageiD: 181 

motion to seal in this case attested to the confidential nature of the materials 

described above. 

5. Kid Brands would be seriously injured if its confidential information 

were permitted to become public because such disclosure would (1) place Kid 

Brands at a competitive disadvantage in the marketplace and (2) have a chilling 

effect on internal company deliberations. 

6. Kid Brands has a keen interest in maintaining the confidentiality of its 

non-public internal business information. 

7. The public has no interest in the confidential information that would 

preclude the relief sought herein. 

8. There is no less restrictive alternative to protect Kid Brands' 

confidential information because Kid Brands and the Individual Defendants must 

refer to such materials in their respective memmoranda, and because Kid Brands o 

to seal the portions of those documents containing references to its confidential in:b ation. 

9. Plaintiff has agreed to consent to the granting of Kid Brands' motion 

to seal. 

Conclusions of Law 

1. Kid Brands has demonstrated that good cause exists to grant its 

motion to seal. 

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2. Kid Brands has shown that it has complied with the requirements of 

L. Civ. R. 5.3(c)(2). 

In light of the above findings of fact and conclusions of law, and there being 

no opposition to the motion, and good cause having been shown, 

~ A IT IS on this~ day of ~~- '2013, 

ORDERED that Kid Brands' motion, (ECF No. 91), is granted; and it is furth r 

ORDERED that Kid Brands' may redact all references to the confidential 

information in its Memorandum of Law in support of its Motion to Dismiss the 

Amended Complaint; and it is further 

ORDERED that the Individual Defendants may redact all references to the 

confidential information in their Memorandum of Law in support of their Motion 

to Dismiss the Amended Complaint; and it is further 

ORDERED that Kid Brands shall publicly file a redacted version of its 

Memorandum of Law in support of its Motion to Dismiss the Amended Complaint; 

and it is further 

ORDERED that the Individual Defendants shall publicly file a redacted 

version of their Memorandum of Law in support of their Motion to Dismiss the 

Amended Complaint; and it is further 

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Case 2:11-cv-02919-JLL-JAD Document 91-2 Filed 07/26/13 Page 5 of 5 PageiD: 181 

ORDERED that Kid Brands and the Individual Defendants shall electronical file, 

under seal, unredacted versions of their Memoranda of Law in support of their res ctive 

Motions to Dismiss the Amended Complaint. 

UNITED STATES MAGISTRATE JUDG 

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