Contract analysis

I. Purpose and Scope of Deposition Claire Dunmore is the Lead Trial Attorney in the Federal Trade Commission's Bureau of Competition, Mergers IV Division. She has been designated by the FTC as its corporate representative under Federal Rule of Civil Procedure 30(b)(6) on the topic of relevant market definition in the above-captioned proceeding. As the FTC's designated witness, Ms. Dunmore is obligated to testify on b

1. The FTC's methodology for defining the relevant product and geographic market in the Complaint and Administrative Complaint;

2. The identification of marketplace platforms included in, and excluded from, the FTC's alleged relevant market;

3. The factual and analytical basis for the market share calculations set forth in the FTC Complaint (Docket No. 2:25-cv-01087-RAJ, at paragraphs 40–49);

4. The FTC's treatment of social commerce platforms, hybrid retail models, and direct-to-consumer e-commerce in connection with its market definition analysis;

5. The FTC's analysis of competitive constraints from entities or channels outside the alleged relevant market, including barriers to entry and expansion. The deposition is scheduled to be conducted at Calderwood & Harkness LLP's Washington, D.C. office (1401 K Street NW, Suite 1200), or at the FTC's offices at 600 Pennsylvania Avenue NW, Washington, D.C. 20580, per agreement of counsel. As of the date of this memora

II. Preliminary Matters / Background of Witness A. Introduction and Oath The examining attorney should begin by establishing the following foundational matters on the record:

1. Confirm that the deponent is Claire Dunmore, and that she serves as Lead Trial Attorney in the Bureau of Competition, Mergers IV Division, at the Federal Trade Commission.

2. Confirm that Ms. Dunmore has been formally designated by the Federal Trade Commission as its Rule 30(b)(6) corporate representative on the topic of relevant market definition in FTC v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.), and in the related administrative proceeding, Docket No. 9438.

3. Confirm that Ms. Dunmore understands the scope of the designated topics as set forth in the deposition notice served on or about July 14, 2025, and that she is prepared to testify on behalf of the Commission — and not merely on the basis of her individual knowledge — on each of those topics.

4. Confirm that Ms. Dunmore understands that she is testifying under oath, that her testimony has the same force and effect as if given in open court, and that the ordinary rules of evidence and perjury apply.

5. Confirm that Ms. Dunmore has had the opportunity to review the deposition notice and to discuss the scope of the designated topics with the FTC's counsel of record.

6. Ask whether Ms. Dunmore has any questions or concerns about the deposition process before we begin substantive questioning. B. Preparation for Deposition This section is designed to establish the universe of materials the witness reviewed and the persons she consulted in preparation. These questions will help us identify potential additional discovery targets, and will also establish whether the FTC's testimony wa

1. Ms. Dunmore, please identify all documents you reviewed in preparation for this deposition. This includes, but is not limited to, the Complaint, the Administrative Complaint, any internal FTC memoranda, any economic analyses, any draft expert reports, any correspondence with third parties, any interview transcripts or notes, and any other materials.

2. Please identify all persons with whom you spoke in preparation for this deposition, including but not limited to: (a) FTC staff attorneys, including Samuel Ortega (Trial Attorney, Bureau of Competition) and Rebecca Yun (Trial Attorney, Bureau of Competition); (b) Bureau of Economics staff, including Dr. Nathaniel Hargrove (Staff Economist, Bureau of Economics); (c) Any outside economic experts, including Dr. Walla

3. Please identify all preparatory sessions or meetings held in connection with this deposition, including the dates, times, locations, attendees, and approximate durations of each session. We are not asking for the content of communications protected by the attorney-client privilege, but we are entitled to know the fact, timing, and participants of preparation sessions.

4. Have you reviewed any memoranda, analyses, draft reports, or other documents prepared by Dr. Nathaniel Hargrove, or by any other economist in the Bureau of Economics, relating to the definition of the relevant product or geographic market in this proceeding? If so, please identify each such document by date, author, title (if any), and subject matter.

5. Have you reviewed any memoranda, draft reports, preliminary analyses, or other documents prepared by Dr. Wallace Keenan of Thornfield Research Group, or by any other outside economic consultant retained by the FTC, relating to market definition in this proceeding? If so, please identify each such document by date, author, title (if any), and subject matter.

6. Other than the documents and persons already identified, is there any other source of information — including industry publications, academic literature, or prior FTC enforcement actions — that you reviewed or consulted in preparation for testifying on the designated topics? C. Background of Investigation The purpose of this section is to establish the timeline and procedural history of the FTC's investigation. Th

1. When did the FTC first begin investigating the proposed acquisition of Pinnacle Market Group Inc. by Cascade Retail Holdings Inc.? Please provide the approximate date on which the investigation was opened and identify the individual or individuals who authorized the opening of the investigation.

2. I would like to confirm the following timeline of key events. Please correct me if any of the following dates or facts are inaccurate: (a) The Agreement and Plan of Merger between Cascade Retail Holdings Inc. and Pinnacle Market Group Inc. was executed on March 14, 2025; (b) The parties filed their Hart-Scott-Rodino pre-merger notification forms with the FTC and the Department of Justice Antitrust Division on Apri

3. Is it correct that the Commission voted three to two to authorize the filing of the Complaint and the Administrative Complaint? Please confirm the vote tally.

4. Without disclosing privileged deliberative process content, are you aware of the basis for the dissenting Commissioners' objections to the authorization of the Complaint? Specifically, are you aware of whether either dissenting Commissioner expressed concerns about the definition of the relevant product market or the sufficiency of the evidence supporting the alleged market definition?

5. Who within the Bureau of Competition was principally responsible for recommending the relevant market definition ultimately adopted in the Complaint? Was it you, Ms. Dunmore, or was it another attorney or economist? Please identify all individuals who played a material role in formulating the market definition recommendation presented to the Commission.

6. Was the market definition recommendation presented to the Commission as part of a formal recommendation memorandum? If so, who authored that memorandum, and when was it submitted to the Commission?

III. Topic 1: Relevant Product Market Definition — Methodology A. Overall Approach

1. Ms. Dunmore, the Complaint in this proceeding alleges that the relevant product market is "online marketplace platform services for third-party sellers in the United States." Please describe in your own words what the FTC means by this market definition. What is included within this market, and what is excluded?

2. What analytical framework did the FTC use to define the relevant product market? Did the FTC apply the hypothetical monopolist test — also referred to as the SSNIP test, for "Small but Significant Non-transitory Increase in Price" — as described in the Department of Justice and FTC 2023 Merger Guidelines?

3. If the FTC did apply the SSNIP test, please describe the analysis in detail: (a) On which side of the marketplace platform did the FTC apply the SSNIP analysis? Was it applied to the seller side of the platform (i.e., the fees, commissions, and take rates charged to third-party sellers), to the buyer/consumer side of the platform (i.e., any prices or fees paid by consumers), or to both sides of the platform? (b) W

4. Did the FTC analyze the relevant market as a two-sided platform under the analytical framework discussed by the Supreme Court in Ohio v. Halcyon Corporation, 138 S. Ct. 2274 (2018)? That decision held that, for transaction platforms that facilitate a single simultaneous transaction between participants on both sides, the relevant market must encompass both sides. Marketplace platforms facilitate transactions betwe

5. If the FTC did not apply the Amex two-sided market framework, please explain the rationale for treating the seller side of the marketplace platform as a distinct, one-sided market. What analytical basis supports the conclusion that the indirect network effects between sellers and consumers are insufficient to require a two-sided market analysis?

6. Is the FTC aware of any recent federal court decisions applying the Amex framework to marketplace platforms? Has the FTC considered how those decisions bear on the market definition in this case?

7. Did the FTC consider any alternative analytical frameworks for defining the relevant product market, including cluster market analysis, Brown Shoe practical indicia, or critical loss analysis? If so, please describe those analyses and their results. B. Demand-Side Substitution

1. What evidence did the FTC gather regarding demand-side substitution — that is, what alternatives do third-party sellers turn to if a marketplace platform raises its take rate or otherwise worsens the terms of service?

2. Did the FTC interview or survey third-party sellers as part of its investigation? If so: (a) How many third-party sellers were interviewed or surveyed? (b) What was the sample methodology? Were sellers selected randomly, or were they identified through subpoenas to the merging parties or to competitors? (c) What questions were asked regarding the sellers' willingness or ability to switch from one marketplace platf

3. Did the FTC analyze whether third-party sellers view direct-to-consumer e-commerce channels as substitutes for marketplace platform services? By direct-to-consumer channels, I mean the ability of a seller to build and operate its own e-commerce website — for example, using Dunmore Services Inc., Bramwell Health IT, Granite Harbor Services Inc., or similar e-commerce software — or to sell through a retailer's first

4. Did the FTC consider whether social commerce platforms — including Brevity Social Commerce Inc. (launched in 2023, headquartered in Los Angeles, California) and the social-commerce features recently deployed by major social media platforms — are demand-side substitutes for marketplace platforms from the perspective of third-party sellers? (a) Specifically, did the FTC analyze whether third-party sellers that curre

1. Did the FTC analyze supply-side substitution — that is, the ability of firms currently operating outside the alleged relevant market to enter or expand into marketplace platform services in response to a price increase or other competitive opportunity?

2. Cascade itself launched CascadeMarket in June 2019, adding a third-party marketplace to its existing direct-to-consumer e-commerce platform, CascadeDirect.com. CascadeMarket grew from zero to approximately $3.1 billion in GMV and captured 8.2% of the FTC's alleged relevant market in fewer than six years. Does the FTC view CascadeMarket's own entry as evidence that supply-side substitution into marketplace platform

3. Did the FTC consider the entry of Trove Marketplace Inc. (launched in 2024, headquartered in Chicago, Illinois) as evidence of supply-side substitution? Trove launched a third-party seller marketplace targeting specialty and artisan goods categories that overlap substantially with Pinnacle's core categories. What share of marketplace GMV does the FTC attribute to Trove, and how does the FTC account for Trove's gro

4. Is the FTC aware of any other firms that have entered or have announced plans to enter the marketplace platform services market since the beginning of the FTC's investigation? If so, please identify those firms and describe the FTC's analysis of their competitive significance.

5. Did the FTC consider whether major technology companies — including companies operating large-scale logistics, payments, or advertising platforms — could readily enter the marketplace platform services market by leveraging existing infrastructure and consumer relationships? D. Exclusion of Direct E-Commerce Retail

1. The FTC's alleged relevant market excludes Cascade's direct-to-consumer e-commerce operations (CascadeDirect.com), as well as the first-party e-commerce operations of other major retailers. What is the analytical basis for this exclusion?

2. Cascade reported total e-commerce and marketplace revenue of $9.3 billion for fiscal year 2024 (ending January 31, 2025). Of that amount, CascadeMarket generated approximately $527 million in marketplace services revenue (commissions, fees, and advertising revenue from third-party sellers) on approximately $3.1 billion in gross merchandise value. The remaining approximately $8.77 billion in e-commerce and marketpl

3. Does the FTC contend that a seller choosing between listing products on a marketplace platform and selling through its own direct-to-consumer e-commerce channel is not engaged in economic substitution? On what evidentiary basis does the FTC draw this distinction?

4. Cascade's total e-commerce GMV — including both direct-to-consumer sales and marketplace third-party seller GMV — was approximately $43.7 billion for fiscal year 2024. Combined with Pinnacle's $11.4 billion in GMV, the merged entity's share of total U.S. e-commerce GMV (which was approximately $757 billion industry-wide in 2024, according to U.S. Census Bureau data and industry sources) would be approximately 7.3%

1. What role did Dr. Nathaniel Hargrove, a staff economist in the Bureau of Economics, play in formulating the market definition adopted in the Complaint? Please describe his involvement, including the nature and scope of any economic analyses he performed.

2. Did Dr. Hargrove prepare a formal market definition memorandum or economic analysis in connection with this investigation? If so: (a) When was the memorandum or analysis completed? (b) Who reviewed the memorandum or analysis, including any supervisory economists in the Bureau of Economics and any attorneys in the Bureau of Competition? (c) What were the principal conclusions of the memorandum or analysis with resp

3. Were there any internal disagreements within the Bureau of Economics regarding the appropriate market definition in this proceeding? Specifically: (a) Did any economist in the Bureau of Economics express the view that the relevant market should be defined more broadly to include direct-to-consumer e-commerce or social commerce platforms? (b) Did any economist in the Bureau of Economics express the view that the SS

4. Did the FTC retain any outside economic consultants for purposes of market definition prior to Dr. Wallace Keenan's retention at Thornfield Research Group? If so, please identify each consultant, the firm with which they are affiliated, the date of retention, and the nature and scope of the work performed.

5. When was Dr. Wallace Keenan retained by the FTC, and what is the scope of his engagement? Specifically, was Dr. Keenan retained before or after the filing of the Complaint on June 23, 2025? Was his analysis of market definition completed before the Complaint was drafted, or was it prepared subsequently?

IV. Topic 2: Identification of Marketplace Platforms Included in and Excluded from the Relevant Market A. Platforms Included

1. The Complaint identifies the following entities as participants in the alleged "online marketplace platform services for third-party sellers in the United States" market and attributes the following market shares, calculated on the basis of gross merchandise value. Please confirm the inclusion and the FTC's calculated market share for each:

2. What criteria determined whether a platform was included in the FTC's relevant market? Is the sole criterion the presence of a third-party seller marketplace feature — that is, the ability for independent sellers to list and sell products through the platform — or are there additional functional requirements? For example: (a) Must the platform provide payment processing services for third-party transactions? (b) M

3. How did the FTC determine which platforms fell within the "All Others" category? Please identify, to the extent you are able, each individual platform included in the "All Others" category and the GMV attributed to each. B. Specific Platforms — Follow-Up

1. Vertex Commerce Inc. — The FTC attributes a 35.7% market share to Vertex Commerce, making it the single largest participant in the FTC's alleged relevant market. Please address the following: (a) What analysis did the FTC perform regarding Vertex Commerce's competitive significance and its role in constraining the pricing and competitive behavior of other marketplace platforms, including Pinnacle and CascadeMarket

2. Nomad Shops LLC — The FTC attributes a 14.6% market share to Nomad Shops, which operates a curated artisan and small-business marketplace. Please address the following: (a) Did the FTC analyze whether Nomad Shops' platform is a close substitute for Pinnacle's platform? Pinnacle's marketplace covers a broad range of product categories, including home goods, artisanal products, specialty foods, fashion, and electron

3. Brevity Social Commerce Inc. — Brevity launched in 2023 and is headquartered in Los Angeles, California. The FTC includes Brevity within the "All Others" category. Please address the following: (a) What share of the total marketplace platform GMV does the FTC attribute to Brevity within the "All Others" category? (b) What was Brevity's GMV in calendar year 2024, and what was its year-over-year growth rate? (c) How

4. Trove Marketplace Inc. — Trove launched in 2024 and is headquartered in Chicago, Illinois. The FTC includes Trove within the "All Others" category. Please address the same questions as posed with respect to Brevity: (a) What share of the total marketplace platform GMV does the FTC attribute to Trove within the "All Others" category? (b) What was Trove's GMV in calendar year 2024 or in its first year of operations,

1. I would now like to ask about categories of firms and platforms that the FTC considered but ultimately excluded from the relevant market — or that the FTC did not consider at all. For each of the following categories, please explain whether the FTC considered including it in the relevant market and, if so, why it was excluded: (a) Cascade's direct-to-consumer e-commerce platform (CascadeDirect.com): As discussed a