Reply Brief — Shell PLC, fka Royal Dutch Shell PLC, et al., Petitioners v. City and County of Honolulu, Hawaii, et al.

No. 23-952

IN THE

Supreme Court of the United States

__________

SHELL PLC (F/K/A ROYAL DUTCH SHELL PLC),

SHELL USA, INC. (F/K/A SHELL OIL COMPANY),

AND SHELL OIL PRODUCTS COMPANY LLC,

Petitioners,

v.

CITY AND COUNTY OF HONOLULU, ET AL.,

Respondents.

__________

On Petition for a Writ of Certiorari

to the Supreme Court of Hawai‘i

__________

REPLY BRIEF FOR PETITIONERS

__________

JOACHIM P. COX

RANDALL C. WHATTOFF

COX FRICKE LLP

800 Bethel Street

Suite 600

Honolulu, Hawai‘i 96813

(808) 585-9440

DAVID C. FREDERICK

Counsel of Record

DANIEL S. SEVERSON

D. CHANSLOR GALLENSTEIN

KELLOGG, HANSEN, TODD,

FIGEL & FREDERICK, P.L.L.C.

1615 M Street, N.W.

Suite 400

Washington, D.C. 20036

(202) 326-7900

(dfrederick@kellogghansen.com)

Counsel for Petitioners

May 21, 2024

RULE 29.6 STATEMENT

Petitioners’ Statement pursuant to Rule 29.6 was set

forth at page iii of the petition for a writ of certiorari,

and there are no amendments to that Statement.

ii

TABLE OF CONTENTS

Page

RULE 29.6 STATEMENT ........................................... i

TABLE OF AUTHORITIES ...................................... iii

ARGUMENT ............................................................... 3

I. A RECOGNIZED SPLIT OF AUTHORITY EXISTS ON BOTH QUESTIONS

PRESENTED ................................................... 3

A. The Judgment Below Conflicts With

Many Cases Correctly Holding That

The Clean Air Act Preempts Claims

Seeking To Regulate Out-Of-State

Emissions .................................................... 3

B. The Judgment Below Conflicts With

The Second Circuit’s Correct Holding

That The Constitution Preempts

Claims Seeking To Regulate Foreign

Emissions .................................................... 5

II. THE COURT SHOULD RESOLVE

PREEMPTION NOW ....................................... 9

A. The Court Has Jurisdiction ........................ 9

B. Further Percolation Is Unwarranted ....... 11

CONCLUSION.......................................................... 12

iii

TABLE OF AUTHORITIES

Page

CASES

American Elec. Power Co. v. Connecticut, 564 U.S.

410 (2011) .................................................2, 4, 5, 11

Bates v. Dow AgroSciences LLC, 544 U.S. 431

(2005) ..................................................................... 8

Boyle v. United Techs. Corp., 487 U.S. 500

(1988) ..................................................................... 7

City of Milwaukee v. Illinois, 451 U.S. 304

(1981) ..................................................................... 8

City of New York v. B.P. P.L.C., 325 F. Supp. 3d

466 (S.D.N.Y. 2018), aff ’d sub nom. City of

New York v. Chevron Corp., 993 F.3d 81 (2d

Cir. 2021) ............................................................... 7

City of New York v. Chevron Corp., 993 F.3d 81

(2d Cir. 2021) .............................................1, 2, 3, 4,

6, 9, 10, 11

Comer v. Murphy Oil USA, Inc., 839 F. Supp.

2d 849 (S.D. Miss. 2012), aff ’d, 718 F.3d 460

(5th Cir. 2013)........................................................ 3

Cox Broad. Corp. v. Cohn, 420 U.S. 469 (1975) ......... 9

Delaware ex rel. Jennings v. BP Am. Inc., 2024

WL 98888 (Del. Super. Ct. Jan. 9, 2024),

interlocutory review denied, 2024 WL

2044799 (Del. May 8, 2024)................................. 10

Franchise Tax Bd. of California v. Hyatt,

139 S. Ct. 1485 (2019) ........................................... 8

Illinois v. City of Milwaukee:

406 U.S. 91 (1972) ............................................... 7-8

731 F.2d 403 (7th Cir. 1984) ................................. 3

iv

International Paper Co. v. Ouellette, 479 U.S.

481 (1987) .....................................................5, 9, 11

Kurns v. Railroad Friction Prods. Corp., 565 U.S.

625 (2012) .............................................................. 9

North Carolina ex rel. Cooper v. TVA, 615 F.3d

291 (4th Cir. 2010) ........................................... 3, 11

Zschernig v. Miller, 389 U.S. 429 (1968) .................... 8

STATUTES AND RULES

Clean Air Act, 42 U.S.C. § 7401 et seq. .........1, 2, 3, 4,

5, 6, 10, 11

43 U.S.C. § 1802(1) ................................................... 11

Sup. Ct. R. 14.1(g)(i) ................................................... 9

OTHER MATERIALS

Br. for Appellant, City of New York v. Chevron

Corp., No. 18-2188, Dkt. 89 (2d Cir. Nov. 8,

2018)................................................................... 1, 7

Br. of the United States as Amicus Curiae in

Supp. of Appellees, City of New York v.

Chevron Corp., No. 18-2188, Dkt. 210 (2d

Cir. Mar. 7, 2019) .................................................. 4

Bradford R. Clark:

Boyle as Constitutional Preemption, 92 Notre

Dame L. Rev. 2129 (2017) ..................................... 8

Federal Common Law: A Structural Reinterpretation, 144 U. Pa. L. Rev. 1245 (1996) ........ 8

v

Mem. & Order; Order, City of Annapolis v. BP PLC,

No. C-02-CV-21-000250 (Anne Arundel Cnty.

Cir. Ct. May 16, 2024) .................................................... 11

Oral Arg. Audio, City of New York v. Chevron

Corp., No. 18-2188 (2d Cir. Nov. 22, 2019),

https://ww3.ca2.uscourts.gov/oral_arguments.html.............................................................. 7

Oral Arg. Tr., American Elec. Power Co. v.

Connecticut, No. 10-174 (U.S. Apr. 19, 2011) ........ 4

Respondents City and County of Honolulu and Honolulu Board of Water Supply (collectively, “Honolulu”)

admit they seek damages “for the effects of climate

change allegedly caused by petitioners’ breach of Hawai‘i law.” Opp. 1 (cleaned up). The Second Circuit

analyzed the same causes of action and theories of liability and concluded that federal law preempts such

claims: “municipalities may [not] utilize state tort law

to hold multinational oil companies liable for the damages caused by global greenhouse gas emissions.” City

of New York v. Chevron Corp., 993 F.3d 81, 85 (2d Cir.

2021). The Hawai‘i Supreme Court deemed that decision “flawed” and instead indulged Honolulu’s theory

that petitioners’ “deception inflated global consumption of fossil fuels, which increased greenhouse gas

emissions, exacerbated climate change, and created

hazardous conditions in Hawai‘i.” App.15a, 42a.

Those irreconcilable decisions on questions of national

importance warrant this Court’s immediate review.

Honolulu’s opposition brief glances at the conflicts

and strains to distinguish the cases. Indeed, Honolulu

ignores that a deep conflict exists on Question 2 in the

petition: whether the Clean Air Act preempts the

claims. Honolulu says (at 3) its case concerns “deceptive marketing.” But likewise, “[t]he primary fault

[New York] allege[d] [wa]s that Defendants contributed to serious environmental harm that they knew

their highly profitable production and marketing activities would cause.” Appellant Br. 16, No. 18-2188,

Dkt. 89 (2d Cir. Nov. 8, 2018) (“New York Appellant

Br.”). Honolulu also says (at 12) its case “does not and

could not regulate pollution from any source.” But

again, New York “disagree[d]” that its claims

“threaten[ed] to regulate emissions at all.” City of

New York, 993 F.3d at 92. Both cases alleged defend-

2

ants’ promotion of fossil fuels induced global greenhouse gas emissions causing injury, and the courts diverged on federal preemption.

Because Honolulu alleges no harm other than that

caused by transboundary emissions, its effort to impose liability for alleged misstatements and failures to

warn necessarily seeks to reduce those emissions. Under Honolulu’s theory, without global emissions, no

global climate change and no injury occurs. Honolulu

cannot avoid preemption by limiting its claims to

emissions allegedly caused by misstatements. It is

well-settled that States and municipalities may not directly regulate out-of-state emissions, and Honolulu

cannot achieve that indirectly either.

The bulk of Honolulu’s brief advances erroneous arguments addressing the merits of petitioners’ preemption defenses better addressed after the Court grants

certiorari. Honolulu’s claims are preempted because

the Constitution commits transboundary emissions

and foreign affairs exclusively to national legislative

and executive power. As this Court has held: “The

Clean Air Act and the Environmental Protection

Agency action the Act authorizes . . . displace the

claims plaintiffs seek to pursue” regarding the “appropriate amount” of domestic greenhouse gas emissions.

American Elec. Power Co. v. Connecticut, 564 U.S. 410,

415, 427 (2011) (“AEP ”). And under “our constitutional architecture,” “foreign policy concerns foreclose”

Honolulu’s claims that “seek recovery for harms

caused by foreign emissions.” City of New York, 993

F.3d at 90, 101.

Finally, Honolulu’s effort to avoid this Court’s review by asserting a jurisdictional defect lacks merit.

This contention ignores the trial court’s statements

3

and Honolulu’s own representations. The petition

should be granted.

ARGUMENT

I. A RECOGNIZED SPLIT OF AUTHORITY EXISTS ON BOTH QUESTIONS PRESENTED

A. The Judgment Below Conflicts With Many

Cases Correctly Holding That The Clean

Air Act Preempts Claims Seeking To Regulate Out-Of-State Emissions

1. The state supreme court held that the Clean Air

Act “does not preempt [Honolulu’s] claims,” App.5a,

but the Second Circuit held that “[New York]’s claims

are clearly barred by the Clean Air Act,” 993 F.3d at

96. Remarkably, Honolulu’s brief does not even attempt to address that conflict. On this question alone

certiorari is warranted.

The Hawai‘i decision further conflicts with the judgments of other appellate decisions. The Fourth Circuit

held that the Clean Air Act preempts nuisance suits

seeking to “appl[y] home state law extraterritorially.”

North Carolina ex rel. Cooper v. TVA, 615 F.3d 291,

296 (4th Cir. 2010); see Comer v. Murphy Oil USA,

Inc., 839 F. Supp. 2d 849, 852-53, 865 (S.D. Miss.

2012), aff ’d, 718 F.3d 460 (5th Cir. 2013). And the decision expressly conflicts with the Seventh Circuit’s

judgment that “federal law must govern” unless “Congress[ ] authorizes resort to state law.” Illinois v. City

of Milwaukee, 731 F.2d 403, 411 (7th Cir. 1984); see

App.44a n.9.

Honolulu’s attempt to distinguish the savingsclause cases only confirms the conflict. “In each,” it

contends (at 16), “the plaintiffs alleged that a pointsource emitter violated state tort duties by releasing

airborne pollutants,” and therefore the Clean Air Act

4

did not preempt the state-law claims. Courts allowed

those cases to go forward because the plaintiffs alleged

harm from intrastate emissions. Honolulu, by contrast, seeks to hold the energy companies liable for allegedly “inflat[ing] global consumption of fossil fuels,

which increased greenhouse gas emissions,”

App.15a—claims that are “clearly barred by the Clean

Air Act.” City of New York, 993 F.3d at 96.

Honolulu attempts (at 16) to distinguish this precedent by arguing the tortious conduct causing environmental harms “is not production of emissions”; Honolulu says (at 3) the Clean Air Act “does not concern

itself ” with “deceptive marketing.” Likewise, “[New

York] argue[d] that the Clean Air Act ‘addresses emissions, but is silent as to the remedy for environmental

harms . . . resulting from the production, promotion,

and sale of fossil fuels.’ ” 993 F.3d at 97 n.8. But in

both cases, “emissions a[re] the singular source of the

[alleged] harm.” Id. at 91; see Pet.21.

At oral argument in AEP, the United States recognized that “the same arguments that prohibit the

Court from . . . recognizing a Federal common law

cause of action for displacement very well may be

preemption questions as well that could be addressed

down the road with respect to State common law actions.” Oral Arg. Tr. 28:11-16, AEP, No. 10-174 (U.S.

Apr. 19, 2011). This case presents that very question.

2. The Hawai‘i court erred in concluding that the

Clean Air Act does not preempt these claims. As the

United States explained in City of New York, “the best

reading of the [Clean Air Act] is that (like the [Clean

Water Act]) it preempts state-law suits involving

emissions of air pollutants except those ‘pursuant to

the law of the source State.’ ” U.S. Amicus Br. 9, No.

5

18-2188, Dkt. 210 (2d Cir. Mar. 7, 2019) (quoting International Paper Co. v. Ouellette, 479 U.S. 481, 497

(1987)). And where, as here, the “allegations of injury

from the effects of climate change all turn on greenhouse-gas emissions from burning fossil fuels,” the

claims “seek[ ] to hold Defendants liable based on the

same conduct (greenhouse gas emissions) and the

same alleged harm (sea level rise) that the Supreme

Court in AEP concluded conflicted with the [Clean Air

Act].” Id. at 11-12.

Every court of appeals and state high court to consider this question has held that only source-state

suits can proceed under the Clean Air Act. See Pet.2427. Honolulu cannot distinguish Ouellette or the

many cases following it by artfully framing the claims

as about “deception.” Under Honolulu’s theory of causation and harm, any misrepresentations matter only

insofar as they allegedly increased greenhouse gas

emissions, which it acknowledges are undifferentiated

and untraceable. App.223a (¶ 171). Honolulu thus

seeks to hold the energy companies liable for emissions from every corner of the globe.

B. The Judgment Below Conflicts With The

Second Circuit’s Correct Holding That The

Constitution Preempts Claims Seeking To

Regulate Foreign Emissions

1. The state supreme court held “this lawsuit can

proceed” under state law on the theory that petitioners “inflated global consumption of fossil fuels, which

increased greenhouse gas emissions.” App.2a, 15a.

This necessarily includes foreign emissions. But in

considering claims for foreign emissions, the Second

Circuit held that “condoning an extraterritorial nuisance action here would not only risk jeopardizing our

nation’s foreign policy goals but would also seem to

6

circumvent Congress’s own expectations and carefully

balanced scheme of international cooperation on a

topic of global concern.” City of New York, 993 F.3d at

103. The Second Circuit explained that, because “the

Clean Air Act does not regulate foreign emissions,”

“[New York]’s claims concerning those emissions still

require us to apply federal common law,” which

“preempts state law.” Id. at 95 & n.7. The state court

concluded “federal common law does not preempt

state law” without analyzing Honolulu’s claims based

on foreign emissions. The petition (at 14-15) detailed

the many ways in which the state court conflicted with

the Second Circuit. Honolulu offers no meaningful response, and this Court’s review is warranted.

Honolulu concedes (at 13) that the state court “did

expressly disagree” with the Second Circuit’s analysis.

Honolulu shrugs off the clear conflict by arguing (id.)

the “disagreement was not outcome-determinative,”

erroneously assuming the claims “do not regulate

emissions.” The Second Circuit saw through this ruse;

the state supreme court’s failure to do the same

demonstrates why this Court’s resolution is necessary.

Honolulu again resorts to arguing (at 11) that the

theory of liability in City of New York was “materially

different” than the claims here, but the claims in both

cases are substantively identical. New York’s case

concerned not just the “production and sale of fossil

fuels,” but also their “promotion.” 993 F.3d at 88, 91,

97 n.8. New York alleged, as Honolulu does here, that

“Defendants have known for decades that their fossil

fuel products pose risks of severe impacts on the global

climate through the warnings of their own scientists,”

yet still “extensively promoted fossil fuels for pervasive use, while denying or downplaying these threats.”

7

City of New York v. B.P. P.L.C., 325 F. Supp. 3d 466,

468-69 (S.D.N.Y. 2018). Indeed, the district court recognized that New York’s “amended complaint contains extensive allegations” regarding climate deception. Id. at 469.

On appeal, New York argued the defendants were

liable for “nuisance and trespass” damages because,

“for decades, Defendants promoted their fossil-fuel

products by concealing and downplaying the harms of

climate change.” New York Appellant Br. 27. The

“primary fault the City allege[d]” was that the defendants’ “production and marketing activities would

cause” “environmental harm.” Id. at 16. Honolulu

says (at 12) New York brought claims for merely “producing and selling fossil fuels.” But in its own words,

“that’s a misstatement of the City’s theory,” which

“goes beyond” “production of oil” and “plead[ed]

throughout the complaint” that defendants were “trying to obfuscate the science” of climate change. Oral

Arg. Audio 22:14-22:42, City of New York, No. 18-2188

(2d Cir. Nov. 22, 2019), https://ww3.ca2.uscourts.

gov/oral_arguments.html.

2. Honolulu contends that petitioners’ constitutional preemption theory is “novel” and purportedly

finds no basis in the constitutional structure or this

Court’s case law. The only novelty here is the expansiveness of Honolulu’s claims; petitioners’ defenses

rest on well-settled principles.

“[A] few areas [of law], involving ‘uniquely federal

interests,’ are so committed by the Constitution and

laws of the United States to federal control that state

law is pre-empted and replaced.” Boyle v. United

Techs. Corp., 487 U.S. 500, 504 (1988) (citation omitted). Those areas include claims involving transboundary emissions, see Illinois v. City of Milwaukee,

8

406 U.S. 91, 105 n.6 (1972); City of Milwaukee v. Illinois, 451 U.S. 304, 313 n.7 (1981); the conflicting

rights of States, see Franchise Tax Bd. of California v.

Hyatt, 139 S. Ct. 1485, 1498 (2019) (citing Bradford R.

Clark, Federal Common Law: A Structural Reinterpretation, 144 U. Pa. L. Rev. 1245, 1322-31 (1996));1

and acts that “impair the effective exercise of the Nation’s foreign policy,” Zschernig v. Miller, 389 U.S.

429, 440 (1968).

Honolulu also does not meaningfully respond to petitioners’ argument (at 21-23) that “[t]he proper inquiry,” to determine whether a state-law claim is

preempted by federal law, “calls for an examination of

the elements of the common-law duty at issue.” Bates

v. Dow AgroSciences LLC, 544 U.S. 431, 445 (2005).

Instead, Honolulu elides that inquiry by characterizing its lawsuit as about “the effects of climate change

allegedly caused by petitioners’ breach of Hawai‘i law

regarding failures to disclose, failures to warn, and deceptive promotion.” App.39a (cleaned up). Avoiding

discussion of the claims’ elements does not save them

from preemption. Honolulu necessarily will have to

prove transboundary emissions caused by petitioners’

alleged wrongful conduct to satisfy the elements of

causation and harm. See Pet.21-23.

Honolulu contends (at 12-13) that, “[s]o long as petitioners adequately disclose and accurately represent

the climate-change risks of their fossil fuels, they can

produce and sell as much fossil fuels as they are able

without incurring additional liability.” That is nonsensical. Massive damages of course would penalize

petitioners for “causing” increased greenhouse gas

1 See also Bradford R. Clark, Boyle as Constitutional Preemption, 92 Notre Dame L. Rev. 2129, 2134 (2017).

9

emissions beyond levels Hawai‘i law deems permissible. And “future liability” for producing and selling

fossil fuels would need to comply with the liability rule

Honolulu asks the state courts to impose. This Court

has found preemption in that paradigm of a State using damages as a form of regulation. E.g., Kurns v.

Railroad Friction Prods. Corp., 565 U.S. 625, 637

(2012). Here, such limitless liability would force energy companies to “change [their] methods of doing

business . . . to avoid the threat of ongoing liability.”

Ouellette, 479 U.S. at 495. “Any actions” the energy

companies “take to mitigate their liability” in Hawai‘i

“must undoubtedly take effect across every state (and

country).” City of New York, 993 F.3d at 92. Federal

law preempts such extraterritorial state-law liability

rules.

II. THE COURT SHOULD RESOLVE PREEMPTION NOW

A. The Court Has Jurisdiction

Honolulu questions this Court’s jurisdiction, but

this case fits within the fourth Cox factor: “reversal of

the state court on the federal issue would be preclusive of any further litigation on the relevant cause of

action,” and “refusal immediately to review the state

court decision might seriously erode federal policy.”

Cox Broad. Corp. v. Cohn, 420 U.S. 469, 482-83 (1975).

This case meets both criteria.2

Reversing the state supreme court will end the litigation. If this Court grants review and holds that

Honolulu’s claims are preempted, then the case is

2 Honolulu incorrectly asserts (at 7) petitioners violated Rule

14 by “fail[ing] to address this jurisdictional deficiency.” That

rule requires only that a petitioner reference the lower-court record “so as to show . . . that this Court has jurisdiction.” Sup. Ct.

R. 14.1(g)(i). Petitioners satisfied that rule.

10

over. Honolulu agreed in opposing an interlocutory

appeal: “[t]he case will . . . terminate if [an appeal]

reverses the 12(b)(6) Order . . . in its entirety with respect to all of Plaintiffs’ causes of action.” Dkt. 649, at

5 (Haw. 1st Cir. Ct. May 9, 2022). The trial judge also

agreed, noting that reversal of the denial of the motion

to dismiss for failure to state a claim “would likely

speedily terminate the case.” Dkt. 676, at 1, id. (May

18, 2022). Because Honolulu’s claims necessarily

stem from alleged harm from interstate and global

emissions, reversal of the state court judgment on either question presented would end the case. If the

Court holds that the Clean Air Act preempts claims

involving interstate emissions, it follows that Honolulu could not pursue the theory based on foreign

emissions. See Delaware ex rel. Jennings v. BP Am.

Inc., 2024 WL 98888, at *9-10 (Del. Super. Ct. Jan. 9,

2024), interlocutory review denied, 2024 WL 2044799

(Del. May 8, 2024).

Honolulu insinuates (at 8) that reversal of the state

court would not end the litigation because it still could

pursue claims for Hawai‘i-based emissions. But like

New York, Honolulu’s complaint does “not seek to take

advantage of this slim reservoir of state common law.

Rather, it wishes to impose [Hawai‘i] nuisance standards on emissions emanating simultaneously from all

50 states and the nations of the world.” 993 F.3d at

100. Honolulu offers no factual allegation that emissions only from Hawai‘i materially altered global

emissions sufficient to cause global warming.

To permit this lawsuit to proceed under Hawai‘i law

would “risk upsetting the careful balance that has

been struck between the prevention of global warming, a project that necessarily requires national standards and global participation, on the one hand, and

11

energy production, economic growth, foreign policy,

and national security, on the other.” Id. at 93; see also

Pet.12-13, 20; AEP, 564 U.S. at 427 (emissions standards raise “questions of national or international policy”); 43 U.S.C. § 1802(1) (oil resource management

policies exist “to achieve national economic and energy

policy goals, assure national security, reduce dependence on foreign sources, and maintain a favorable balance of payments in world trade”); see generally General (Retired) Richard B. Myers & Admiral (Retired)

Michael G. Mullen Amici Br. (Apr. 1, 2024).

B. Further Percolation Is Unwarranted

Dozens of nearly identical lawsuits are pending in

state courts across the country. Six were filed after

the Hawai‘i Supreme Court decision. There are already multiple conflicting state court decisions, see

Pet.25, and, as Honolulu acknowledges (at 31), “[they]

will not be the last.” On May 16, 2024, another state

court allowed two more identical cases to proceed into

discovery and toward trial by not ruling on the motions to dismiss raising the defenses at issue here.3

Twenty States disagree with Honolulu’s theory,

thereby creating the substantial risk of a multi-state

fragmented approach of “ ‘vague’ and ‘indeterminate’ ”

legal standards to a global issue. Ouellette, 479 U.S.

at 496. Because that will make it “increasingly difficult for anyone to determine what standards govern,”

Cooper, 615 F.3d at 298, the Court should decide this

issue now.

This case presents an ideal vehicle to resolve the

Clean Air Act and constitutional preemption defenses

before dozens of state courts add further confusion.

3 Mem. & Order; Order, City of Annapolis v. BP PLC, No.

C-02-CV-21-000250 (Anne Arundel Cnty. Cir. Ct. May 16, 2024).

12

Honolulu does not question that this case presents a

purely legal question that will dispense with its

claims. The questions presented were fully briefed to

and ruled on by the state court. Resolution of the

questions presented here immediately will affect the

dozens of substantively identical cases pending in

state courts across the country.

CONCLUSION

The petition for a writ of certiorari should be

granted.

Respectfully submitted,

JOACHIM P. COX

RANDALL C. WHATTOFF

COX FRICKE LLP

800 Bethel Street

Suite 600

Honolulu, Hawai‘i 96813

(808) 585-9440

DAVID C. FREDERICK

Counsel of Record

DANIEL S. SEVERSON

D. CHANSLOR GALLENSTEIN

KELLOGG, HANSEN, TODD,

FIGEL & FREDERICK, P.L.L.C.

1615 M Street, N.W.

Suite 400

Washington, D.C. 20036

(202) 326-7900

(dfrederick@kellogghansen.com)

Counsel for Petitioners

May 21, 2024