Opinion
No. 17 BK 3283-LTS (Jointly Administered) Adv. Proc. No. 19-389-LTS
07-26-2019
IN RE: The FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, as representative of the Commonwealth of Puerto Rico, et al., Debtors. Cooperativa de Ahorro y Credito Abraham Rosa, Cooperativa de Ahorro y Credito de Ciales, Cooperativa de Ahorro y Credito de Juana Diaz, Cooperativa de Ahorro y Credito de Lares y Region Central, Cooperativa de Ahorro y Credito De Rincon, Cooperativa de Ahorro y Credito Vega Alta, Cooperativa de Ahorro y Credito Dr. Manuel Zeno Gandia, Plaintiffs, v. Public Corporation for the Supervision and Insurance of Cooperatives of Puerto Rico, Commonwealth of Puerto Rico, and the Financial Oversight and Management Board for Puerto Rico, Defendants.
Harry Anduze, Harry Anduze Montano Law Offices, Guillermo J. Ramos Luina, Despacho Juridico Ramos Luina LLC, San Juan, PR, for Plaintiffs. Jean Philip Gauthier Inesta, Jean Philip Gauthier Law Offfice, Hermann D. Bauer Alvarez, Carla Garcia Benitez, Jorge A. Candelaria Serrano, O'Neill & Borges LLC, San Juan, PR, Julia D. Alonzo, Martin J. Bienenstock, Jonathan E. Richman, Proskauer Rose LLP, New York, NY, Paul V. Possinger, Proskauer Rose LLP, Chicago, IL, for Defendants.
Harry Anduze, Harry Anduze Montano Law Offices, Guillermo J. Ramos Luina, Despacho Juridico Ramos Luina LLC, San Juan, PR, for Plaintiffs.
Jean Philip Gauthier Inesta, Jean Philip Gauthier Law Offfice, Hermann D. Bauer Alvarez, Carla Garcia Benitez, Jorge A. Candelaria Serrano, O'Neill & Borges LLC, San Juan, PR, Julia D. Alonzo, Martin J. Bienenstock, Jonathan E. Richman, Proskauer Rose LLP, New York, NY, Paul V. Possinger, Proskauer Rose LLP, Chicago, IL, for Defendants.
PROMESA
Title III
MEMORANDUM ORDER DENYING PLAINTIFFS' (I) MOTION TO SEAL AND (II) URGENT MOTION FOR ORDER TO SHOW CAUSE AND REQUEST FOR PRELIMINARY INJUNCTION HEARING
LAURA TAYLOR SWAIN, United States District Judge Before the Court are the Motion to Seal (Docket Entry No. 2, the "Sealing Motion") and the Urgent Motion for Order to Show Cause and Request for Preliminary Injunction Hearing (Docket Entry No. 11, the "PI Motion"), filed by the plaintiffs ("Plaintiffs") in the above-captioned adversary proceeding (the "Adversary Proceeding"). Plaintiffs are seven Puerto Rico credit unions. Defendants are the Public Corporation for the Supervision and Insurance of Cooperatives of Puerto Rico ("COSSEC"), the Commonwealth of Puerto Rico (the "Commonwealth"), and the Financial Oversight and Management Board for Puerto Rico (the "Oversight Board").
Citations herein to docket entries are to the docket of the above-captioned adversary proceeding, Adv. Proc. No. 19-389-LTS, unless otherwise specified.
Plaintiffs filed the Sealing Motion contemporaneously with their Verified Complaint for Declaratory and Injunctive Relief (Docket Entry No. 1, the "Complaint") on July 1, 2019. The Sealing Motion requests an order "seal[ing] the Complaint and ... keep[ing] under seal said filing and any subsequent filings pertaining to this matter," (Sealing Mot. at 3), based upon Plaintiffs' contention that disclosure of the contents of the Complaint and other filings on the docket of the Adversary Proceeding would give rise to a serious risk of a deposit run on Puerto Rico's credit unions. Addressing the same alleged risk, Plaintiffs' PI Motion seeks entry of a preliminary injunction "commanding the Commonwealth of Puerto Rico to loan the necessary funds to comply with its statutory obligation to insure the shares and deposits of Plaintiffs' members and depositors in the event of a likely deposit run." (PI Mot. at 10.)
The Court has jurisdiction of this adversary proceeding pursuant to 48 U.S.C. § 2166 and has considered carefully all of the submissions in connection with the Sealing Motion and the PI Motion. For the following reasons, the Sealing Motion and the PI Motion are each denied. However, the Court will maintain the Adversary Proceeding under seal for fourteen (14) days from the date hereof to permit Plaintiffs time to seek appellate review of the denial of the Sealing Motion.
BACKGROUND
Plaintiffs commenced the Adversary Proceeding by filing the Complaint on July 1, 2019. According to the Complaint, COSSEC, which was designated as a covered entity under the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA") on September 30, 2019 (Compl. ¶ 22), acts as a regulator and insurer of credit unions in Puerto Rico, including Plaintiffs, and Plaintiffs have made all required capital contributions to COSSEC and paid applicable fees and premiums required by COSSEC. (Compl. ¶¶ 19-21.) The Complaint alleges that the Commonwealth and the Oversight Board have adopted policies that have "undermined and consumed the capitalization of COSSEC, and of the share and deposit insurance that is required" under the act governing COSSEC, Act 114, 7 L.P.R.A. § 1334 et seq. (Compl. ¶¶ 26-27.) In support of the allegation that COSSEC is inadequately capitalized, the Complaint cites COSSEC's June 30, 2018 audited financial statements and contends that COSSEC's alleged lack of capital constitutes a failure to comply with COSSEC's statutory mandate and purpose. (Compl. ¶¶ 28, 36-38, 44.) Citing certain of COSSEC's fiscal plans, including COSSEC's April 2018 Fiscal Plan, Plaintiffs further allege that, in the event of a run on deposits at Puerto Rico's credit unions, COSSEC would lack adequate resources to provide adequate liquidity. (See Compl. ¶¶ 29, 33 & n.11.)
The Complaint alleges that COSSEC is obligated to resort to the resources of the Commonwealth to ensure that it provides adequate deposit insurance in a manner consistent with Act 114's requirements. (Compl. ¶ 57.) Plaintiffs allege that they have statutory, contractual, and constitutional rights to such insurance coverage from COSSEC, and that the alleged failure to maintain insurance in a manner consistent with those rights constitutes a breach of fiduciary duty. (Compl. ¶¶ 51-58.) They therefore seek a judgment declaring that COSSEC is insolvent and that such insolvency deprives Plaintiffs of certain rights. (Compl. at 21.) It also seeks an injunction requiring that COSSEC "resort to the resources of the Puerto Rico Treasury Department" to provide for adequate deposit insurance and comply with COSSEC's statutory obligations. (Compl. at 21-22.)
Contemporaneously with the Complaint, Plaintiffs filed the Sealing Motion, which argues that public awareness of COSSEC's alleged insolvency could trigger a run on credit unions' deposits. (Sealing Mot. ¶ 2.) Thus, the Sealing Motion requests that the Court maintain the Complaint and any subsequent filings under seal.
On July 2, 2019, the Court entered its Sealed Order to Show Cause Regarding Plaintiffs' Motion to Seal (Docket Entry No. 4, the "Order to Show Cause"). The Order to Show Cause noted that the "Complaint and the [Sealing] Motion do not appear to identify a proper basis for the continued sealing of the Adversary Proceeding" pursuant to Section 107 of the Bankruptcy Code, 11 U.S.C. § 107(b), and Rule 9018 of the Federal Rules of Bankruptcy Procedure. The Order to Show Cause therefore directed Plaintiffs to supplement the Sealing Motion by filing a memorandum of law and supporting declarations or affidavits demonstrating the basis for the continued sealing of the Adversary Proceeding.
On July 9, 2019, Plaintiffs filed a memorandum of law (Docket Entry No. 6, the "Supplemental Sealing Brief"), a supporting declaration (Docket Entry No. 6-4), and an expert report (Docket Entry No. 6-5). The Supplemental Sealing Brief argued that the materials filed in the Adversary Proceeding could be maintained under seal pursuant to either Section 107(b)(1) as "confidential ... commercial information" or Section 107(b)(2) as "scandalous ... matter." (Suppl. Sealing Br. ¶¶ 2.7-2.8.)
Finding the arguments advanced in the Supplemental Sealing Brief to be unpersuasive, on July 12, 2019, the Court entered its Sealed Order Directing Defendants to Show Cause Regarding Plaintiffs' Motion to Seal (Docket Entry No. 10, the "Second Order to Show Cause"). That order noted that the Plaintiffs had not shown that the filings in the Adversary Proceeding were "confidential ... commercial information" pursuant to Section 107(b)(1) because the factual allegations advanced by Plaintiffs concerning COSSEC's alleged insolvency and inability to meaningfully respond to a liquidity crisis were drawn from publicly available documents. The Court further explained that "no party has contended that the allegations in the Complaint are untrue, potentially untrue, irrelevant or included for an improper purpose, and thus there currently is no basis under Section 107(b)(2) to protect the confidentiality of the information contained in the filings in this adversary proceeding" as scandalous or defamatory matter. (Id. at 2.) The Second Order to Show Cause therefore directed Defendants to weigh in and show cause as to why the Adversary Proceeding should not be unsealed. (Id. at 2-3.)
On July 15, 2019, Plaintiffs filed the PI Motion. On July 18, 2019, responses to the PI Motion were filed by the Oversight Board on behalf of itself and the Commonwealth (Docket Entry No. 14, the "Oversight Board PI Opposition") and COSSEC (Docket Entry No. 15, the "COSSEC PI Opposition").
The PI Motion sought entry of an order to show cause as to why the requested preliminary injunction should not be issued. By an order dated July 16, 2019 (Docket Entry No. 13), the Court denied that aspect of the PI Motion and deemed the PI Motion to be a motion seeking entry of a preliminary injunction.
On July 19, 2019, the Oversight Board filed a brief response to the Second Order to Show Cause indicating that the Oversight Board and the Commonwealth take no position with respect to unsealing the Adversary Proceeding. (Docket Entry No. 16.) COSSEC filed a separate memorandum of law (Docket Entry No. 7, the "COSSEC OSC Brief") in which it argued that public disclosure of the papers filed in the Adversary Proceeding would be harmful to Puerto Rico's credit unions, and that the potential negative effects of disclosure justified maintaining the information under seal. (COSSEC OSC Br. ¶¶ 2-3, 7.)
In further support of the PI Motion and Sealing Motion, on July 22, 2019, Plaintiffs filed their Reply to Oppositions to Motion for Preliminary Injunction and to Responses to Motion to Seal (Docket Entry No. 18, the "Reply").
DISCUSSION
The Sealing Motion
The public has a "general right to inspect and copy public records and documents, including judicial records and documents." Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 598, 98 S.Ct. 1306, 55 L.Ed.2d 570 (1978). That right is "a principle long-recognized in the common law and buttressed by the First Amendment" and is recognized as having "special importance in the bankruptcy arena, as unrestricted access to judicial records fosters confidence among creditors regarding the fairness of the bankruptcy system." Gitto v. Worcester Telegram & Gazette Corp. (In re Gitto Glob. Corp.), 422 F.3d 1, 7 (1st Cir. 2005) (quoting In re Crawford, 194 F.3d 954, 960 (9th Cir. 1999) ). That right has been codified with respect to cases under the Bankruptcy Code, 11 U.S.C. § 107, and made applicable in these Title III cases by Section 301(a) of PROMESA, 48 U.S.C. § 2161(a).
Subsections (a) and (b) of Section 107 provide as follows:
(a) Except as provided in subsections (b) and (c) and subject to section 112, a paper filed in a case under this title and the dockets of a bankruptcy court are public records and open to examination by an entity at reasonable times without charge.
(b) On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may--
(1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; or
(2) protect a person with respect to scandalous or defamatory matter contained in a paper filed in a case under this title.
11 U.S.C.A. § 107 (West 2015).
Section 107 of the Bankruptcy Code therefore sets forth the "framework for determining whether a paper filed in a bankruptcy case is available to the public or subject to protection." In re Gitto Glob. Corp., 422 F.3d at 7-8 ; see also In re Rivera, 524 B.R. 438, 442 (Bankr. D.P.R. 2015) (noting that Section 107(b) of the Bankruptcy Code creates "narrow statutory exceptions to the public access presumption"). Additionally, "the judge remains the primary representative of the public interest in the judicial process and is duty-bound therefore to review any request to seal the record (or part of it)" even if a motion to seal is unchallenged. In re Rivera, 524 B.R. at 441 (quoting Citizens First Nat. Bank of Princeton v. Cincinnati Ins. Co., 178 F.3d 943, 945 (7th Cir. 1999) ).
Plaintiffs have relied upon two parts of Section 107(b) in support of their request to maintain the entirety of the Adversary Proceeding under seal.
First, Plaintiffs assert that the filings contain "confidential ... commercial information" pursuant to Section 107(b)(1). (Suppl. Sealing Br. ¶ 2.7; see also COSSEC OSC Br. ¶¶ 3-5.) However, while the information pleaded by Plaintiffs concerning COSSEC's financial condition may constitute "commercial information," no party has provided persuasive legal or factual support for concluding that it is, in any sense, "confidential" information. Rather, Plaintiffs' Complaint expressly relies upon publicly available financial information, including information from COSSEC's April 2018 Fiscal Plan and June 30, 2018, audited financial statements. (Compl. ¶¶ 28, 32, 33; see also Compl. ¶ 29 (stating that "two versions of COSSEC's fiscal plans" demonstrate that "the liquidity needed to address such a stress situation ... far exceeds COSSEC's current resources").) "[I]nsofar as the material ... is merely factual information which already is ‘of public record,’ obviously there is nothing to be gained nor is anyone to be ‘protect[ed]’ by its closure." United States v. Cont'l Airlines, Inc. (In re Cont'l Airlines), 150 B.R. 334, 339 (D. Del. 1993) (quoting In re Overmyer, 24 B.R. 437, 442 (Bankr. S.D.N.Y. 1982) ); see also In re Food Mgmt. Grp., LLC, 359 B.R. 543, 565 (Bankr. S.D.N.Y. 2007) ("The Court lacks the authority to seal information derived from public documents.").
The Court notes that, more generally, Plaintiffs have already publicly proffered allegations concerning their own financial precarity and the unreliability of COSSEC's deposit insurance in another adversary proceeding before the Court. (See Docket Entry No. 79 in Adv. Proc. No. 18-028, at 4 (alleging that the Commonwealth has "neglected its duty to protect the integrity of the share and deposit insurance fund" and "threatened the savings of plaintiffs' more than 170,000 members and depositors"); ¶ 68 ("[T]he insufficiencies of COSSEC's Fiscal Plan to address systemwide needs exposes the system to a ‘bank holiday’ that would limit access to funds.").)
Plaintiffs concede that those documents are "readily available," (Suppl. Sealing Br. ¶ 2.7) but contend that "awareness of COSSEC's lack of capacity to effectively comply with its insurance obligations is not self-evident to the general public." (Suppl. Sealing Br. ¶ 2.7) However, whether information is "confidential" is not determined by reference to whether the public is generally aware of it. The plain language of Section 107(b)(1) does not extend to information that is already generally available but which may attain a somewhat higher profile as a result of being filed on a court docket. Additionally, although Plaintiffs assert that they have performed "a detailed and complex analysis of the erosion of [COSSEC's] capital, the extent of the reserves recommended by COSSEC's actuarial advisors, the annual flows of premium income and the annual variations in the assets, liabilities, liquidity and capital structure of the credit union system insured by COSSEC," (Suppl. Sealing Br. ¶ 2.7), the facts pleaded in the Complaint concerning COSSEC's financial condition do not appear to be the fruit of that analysis. Rather, key alleged facts in the Complaint are directly and expressly derived from the face of publicly available documents. (Compare Compl. ¶ 28 (alleging that "COSSEC's capital available to insure over $7.997 billion[ ] of member shares and deposits has been reduced to minus $93,681.00"), with Exhibit A to Compl. at 12 (financial statement showing "Total Capital – Net Position of negative $93,681"); see also Compl. ¶ 32 & n.10.)
The primary case cited by Plaintiffs with respect to Section 107(b)(1), In re EPIC Assocs. V, 54 B.R. 445 (Bankr. E.D. Va. 1985), is of limited pertinence here. That case approved a protective order of a limited duration (absent extension, it was scheduled to expire five weeks after its entry) that shielded only the identities of financial institutions that held certain mortgages or mortgage-backed certificates. Neither Plaintiffs nor COSSEC have offered a narrowly tailored alternative to the broad request to maintain all filings in the Adversary Proceeding under seal indefinitely. See Gitto v. Worcester Telegram & Gazette Corp. (In re Gitto Glob. Corp.), No. CIV.A. 05-10334-DPW, 2005 WL 1027348, at *10 (D. Mass. May 2, 2005) ("Courts must protect a party from the objectionable material in a manner that is narrowly tailored to comport most closely with the presumption of access."), aff'd, 422 F.3d 1 (1st Cir. 2005) ; In re Rivera, 524 B.R. at 445 ("[T]he U.S. has not proffered the availability of a less onerous alternative to sealing the entire adversary proceedings.") Thus, the Court concludes that Section 107(b)(1) is not a basis for departing from the presumption of public access to the materials filed in the Adversary Proceeding.
Second, Plaintiffs contend that the Adversary Proceeding docket contains "scandalous" information pursuant to Section 107(b)(2) because "a reasonable person could alter their opinion [of COSSEC and Plaintiffs] based on the statements [in the Complaint], taking those statements in the context in which they appear." (Suppl. Sealing Br. ¶ 2.8-2.9 (quoting In re Phar-Mor, Inc., 191 B.R. 675, 679 (Bankr. N.D. Ohio 1995).) However, "if it were sufficient to show that reputation or opinions of the party will potentially be altered in order to obtain § 107(b) protection, the exception would swallow the rule in bankruptcy cases." In re Gitto Glob. Corp., 2005 WL 1027348, at *9. Accordingly, in interpreting Section 107(b)(2), absent demonstration that material is untrue, courts generally consider whether the material is irrelevant or included for an improper purpose. See In re Gitto Glob. Corp., 422 F.3d at 14 (interpreting Section 107(b)(2) in the context of allegedly defamatory information); cf. In re Food Mgmt. Grp., LLC, 359 B.R. at 557-58 (interpreting the term "scandalous" as used in Section 107(b)(2) and noting that, in the context of Federal Rule of Civil Procedure 12(f), "courts will not strike scandalous statements ... if the challenged allegations describe acts or events relevant to the action"); Gauthier v. United States, No. CIV.A. 4:10-40116, 2011 WL 3902770, at *12 (D. Mass. Sept. 2, 2011) (interpreting the term "scandalous" as used in Federal Rule of Civil Procedure 12(f) ). No party to the Adversary Proceeding has alleged that Plaintiffs included irrelevant material or had an improper purpose in including allegations concerning COSSEC's financial condition in the Complaint. Thus, Section 107(b)(2) provides no proper basis for maintaining the Adversary Proceeding under seal.
In In re Gitto Glob. Corp., 422 F.3d 1 (1st Cir. 2005), the First Circuit held that the "defamatory" standard in Section 107(b)(2) can apply to two kinds of material: (1) material that is "untrue," or (2) material that is "potentially untrue and irrelevant or included within a bankruptcy filing for an improper end." 422 F.3d at 14. No party to the Adversary Proceeding has sought to demonstrate that the information contained in the Complaint is "untrue" (as opposed to potentially untrue).
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Finally, the Court recognizes the practical sensitivity of the allegations contained in the Complaint and other filings in the Adversary Proceeding. Accordingly, the Court will maintain a brief fourteen (14) day seal on the Adversary Proceeding to allow Plaintiffs the opportunity to seek appellate review of this Order.
The PI Motion
As a threshold matter with respect to the PI Motion, the Court must determine whether Section 305 of PROMESA precludes the Court from granting the relief sought by Plaintiffs: a preliminary injunction "commanding the Puerto Rico Treasury Department to loan to COSSEC sufficient funds to be able to effectively insure the shares and deposits of Plaintiffs' members and nonmember depositors as authorized and required by Section 31 of COSSEC's enabling act, Law 114-2001, as amended ...." (PI Mot. ¶ 1.4.) Section 305 of PROMESA provides as follows:
Subject to the limitations set forth in subchapters I and II of this chapter, notwithstanding any power of the court, unless the Oversight Board consents or the plan so provides, the court may not, by any stay, order, or decree, in the case or otherwise, interfere with--
(1) any of the political or governmental powers of the debtor;
(2) any of the property or revenues of the debtor; or
(3) the use or enjoyment by the debtor of any income-producing property.
48 U.S.C.A. § 2165 (West 2017). "Section 305 [is] respectful and protective of the status of the Commonwealth and its instrumentalities as governments, much like section 904 of the municipal bankruptcy code respects and protects the autonomy of states and their political subdivisions." Fin. Oversight & Mgmt. Bd. for P.R. v. Ad Hoc Grp. of PREPA Bondholders (In re Fin. Oversight & Mgmt. Bd. for P.R.), 899 F.3d 13, 21 (1st Cir. 2018).
In its opposition to the PI Motion, the Oversight Board argues that "the relief sought in Plaintiffs' Motion would be barred by PROMESA § 305 ... because a Court order requiring the Commonwealth to direct its funds to COSSEC plainly interferes with the Commonwealth's property and its use and enjoyment of it, which § 305(2)-(3) expressly bar." (FOMB Opp. ¶ 21; see also COSSEC Opp. ¶ 22 ("[Plaintiffs] seek injunctive relief that would require the Title III court to directly interfere with the ‘political or governmental powers’ and ‘property and revenues’ of the Commonwealth and the Department of Treasury.").) Plaintiffs argue that the Commonwealth has "already ... authorized" any such interference by its enactment of Act 114, and that the Oversight Board "is bound to comply with" the requirements of applicable laws, including Act 114. (Reply at 4, 8-9.) Plaintiffs further argue that the Contracts Clause of the United States Constitution prohibits the Oversight Board from impairing the "insurance contract between Plaintiffs and COSSEC" (Reply at 9), and that the Court should apply the canon of constitutional avoidance to Section 305 to avoid "the serious constitutional problems that would ensue by the curtailment of Plaintiffs' right to recur to the courts in order to resolve the legal dispute that COSSEC's insolvency has triggered." (Reply at 18.)
Section 305 of PROMESA prohibits the Court from providing the relief sought by Plaintiffs. The PI Motion requests a Court order requiring the Commonwealth to use its financial resources in a particular way. Thus, the relief would constitute an order interfering with matters that are strictly reserved to debtors' discretion pursuant to Section 305. See 48 U.S.C. § 2165 ; see also Aurelius Capital Master, Ltd. v. Puerto Rico (In re Fin. Oversight & Mgmt. Bd. for P.R.), 919 F.3d 638, 648 (1st Cir. 2019) (holding that a court order "direct[ing] the Commonwealth about how it must handle and disburse" certain revenues would constitute "an impermissible interference under Section 305 of PROMESA without the Board's consent or relevant authorization in a plan of adjustment").
Plaintiffs' argument that the Commonwealth has consented to such interference by enacting Act 114 is without merit. Even assuming arguendo that the passage of Act 114 constituted the Commonwealth's consent to the Court's exercise of authority over Commonwealth assets, Section 305 does not contain an exception for the consent of the Commonwealth. Plaintiffs' contention that the Oversight Board is bound to comply with Act 114 is similarly not relevant to the application of Section 305. Section 305 specifically enumerates contexts in which the Court is proscribed from exercising authority that it otherwise may have. It does not contain an exception for Court enforcement of contracts or of "valid and existing non-preempted Commonwealth laws ...." (Reply at 9.)
Additionally, the unambiguous applicability of Section 305 to the dispute before the Court renders the canon of constitutional avoidance inapplicable. The canon of constitutional avoidance "is a tool for choosing between competing plausible interpretations of statutory text .... The canon is thus a means of giving effect to congressional intent, not of subverting it." Clark v. Martinez, 543 U.S. 371, 382, 125 S.Ct. 716, 160 L.Ed.2d 734 (2005). Plaintiffs have not offered a plausible interpretation of Section 305, and the canon of constitutional avoidance is not the proper method to address whether Section 305 violates Plaintiffs' constitutional rights. See id. at 381, 125 S.Ct. 716 ("The canon is not a method of adjudicating constitutional questions by other means.").
Accordingly, because the Court cannot grant the relief sought in the PI Motion, it is unnecessary to address whether a preliminary injunction is appropriate under the traditional four-part test.
CONCLUSION
For the foregoing reasons, the Sealing Motion and the PI Motion are each denied in their entirety. However, the Court will maintain the Adversary Proceeding under seal until 12:00 p.m. noon on August 9, 2019. It will be thereafter be unsealed without further advance notice absent an order of the United States Court of Appeals for the First Circuit directing otherwise. This Memorandum Order resolves Docket Entry Nos. 2 and 11 in Adv. Proc. No. 19-389-LTS.
SO ORDERED.