Contract analysis

I. Purpose This memorandum analyzes the proportionality considerations governing the collection, processing, review, and production of electronically stored information ("ESI") in the putative class action captioned Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214. The analysis is prepared in anticipation of negotiating an ESI protocol with Plaintiffs' counsel — Castellano Byrne & Salas LLP ("Ridgew

II. Scope of Relevant ESI The ESI scope in this matter is driven by the claims asserted in Plaintiffs' Class Action Complaint and PAGA Notice, which encompass the following causes of action: meal-and-rest-break violations under California Labor Code sections 226.7, 510, 512, 1194, 1197, 1197.1, and 1198; unfair business practices claims under the Unfair Competition Law, California Business and Professions Code sectio

III. Data Universe — Identification and Volumetric Analysis The following subsections describe each significant category of ESI identified in the course of our initial data-mapping assessment. The data-mapping process was conducted in coordination with AMA's in-house legal team (principally Gregory Tanaka, VP Legal & Compliance, and Karen Fong, Payroll Manager) and involved interviews of IT personnel, review of data

1. Lorraine Okafor, SVP Human Resources — As the most senior HR executive at AMA, Ms. Okafor has knowledge of AMA's wage-and-hour policies, employee classifications, and any internal investigations or complaints regarding meal-and-rest-break practices. Her mailbox is among the largest, estimated at approximately 950,000 emails.

2. Gregory Tanaka, VP Legal & Compliance — Mr. Tanaka serves as AMA's primary in-house legal contact for this matter and has knowledge of AMA's compliance efforts, internal policy reviews, and communications with outside counsel regarding wage-and-hour obligations. His mailbox is estimated at approximately 620,000 emails. A significant proportion of his communications will be subject to attorney-client privilege.

3. Marcus Yee, Director of Client Data Services (NovaPay Solutions) — Mr. Yee is a third-party custodian employed by NovaPay. His communications with AMA personnel regarding the configuration, operation, and troubleshooting of TimeTrack Pro are relevant to the auto-deduction and Missed Meal Attestation features. A separate subpoena will be required for his email. His estimated volume of AMA-related communications is

4. Jonathan Mercer, President — As the president of AMA, Mr. Mercer has knowledge of company-wide policies, strategic decisions regarding workforce management, and high-level communications regarding labor compliance. His estimated mailbox volume is approximately 800,000 emails.

5. Celine Arroyo, Director of Production Operations — Ms. Arroyo oversees day-to-day production operations at AMA's California facilities and has direct knowledge of production scheduling, shift lengths, and operational decisions that bear on meal-and-rest-break compliance. Her estimated mailbox volume is approximately 710,000 emails.

6. Dwayne Prescott, VP of Unscripted Programming — Mr. Prescott is primarily relevant to the anticipated Aldrich individual action (Case No. 22STCV41087), but he is also relevant to the class action insofar as he supervised production operations for several of AMA's unscripted programming show units. His estimated mailbox volume is approximately 580,000 emails.

7. Karen Fong, Payroll Manager — Ms. Fong manages AMA's payroll operations, coordinates with NovaPay on payroll processing, and has knowledge of premium pay calculations, wage statement preparation, and payroll error resolution. Her estimated mailbox volume is approximately 495,000 emails. After application of keyword filtering and global de-duplication (using MD5 hash values), the estimated reviewable volume is expe

IV. Legal Framework — Proportionality Under California Law A. Governing Standard The proportionality of discovery in California state court is governed primarily by Code of Civil Procedure section 2017.020, which provides that the court shall limit the scope of discovery if it determines that "the burden, expense, or intrusiveness of that discovery clearly outweighs the likelihood that the information sought will lea

V. Recommended Approach by Data Source The following recommendations reflect our assessment of the appropriate production approach for each category of ESI, taking into account the proportionality factors discussed above, the estimated costs of collection and production, and our assessment of each data source's relevance to the claims and defenses at issue. A. Timekeeping and Payroll Data (NovaPay) — Full Production

VI. Total Estimated E-discovery Cost The following table summarizes the estimated e-discovery costs for each data source under the recommended approach: The range of $200,000 to $275,000 accounts for variability in several key drivers of e-discovery cost, including: (a) search term hit rates, which directly affect the volume of email documents requiring attorney review; (b) potential expansion of the Meridian Solutio

VII. E-discovery Vendor C&H's e-discovery vendor for this matter is Marlowe Asset Management Litigation Technology Inc., located at 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626. Marlowe Asset Management is a full-service litigation technology provider with extensive experience in complex employment class action discovery. Marlowe Asset Management will handle the following functions: collection of cust

VIII. ESI Protocol — Key Terms for Negotiation The following summarizes the key terms that we propose to include in the ESI Protocol Stipulation, which is to be negotiated with Castellano Byrne & Salas LLP and, if necessary, with Veltrano Employment Law Group PC. The ESI Protocol Stipulation will govern the scope, format, and procedures for ESI production by both parties. The stipulation is targeted for finalization

1. Production format. Spreadsheets, databases, and structured data files shall be produced in native format (e.g., Excel, CSV, tab-delimited text) to preserve formulas, embedded data, and analytical functionality. Emails and word-processing documents shall be produced in image format (TIFF or PDF) with extracted text, metadata, and Bates numbering, accompanied by standard load files (concordance DAT or equivalent). M

2. Search methodology. The parties shall agree upon a set of keyword search terms to be applied to custodial email collections. The keyword search terms shall be negotiated in good faith, with each party having the opportunity to propose terms and to object to terms it believes are overbroad or likely to generate a disproportionate volume of irrelevant results. The agreed-upon keyword searches shall be supplemented b

3. Custodian list. AMA's initial custodian list shall consist of the seven individuals identified in Section III.B of this memorandum. Plaintiffs' custodians shall be identified by Plaintiffs' counsel. Either party may propose additional custodians upon a showing of good cause and proportionality, subject to the other party's right to object.

4. De-duplication. Global de-duplication shall be performed across all custodians using MD5 hash values for email de-duplication. Where an identical email appears in multiple custodians' mailboxes, one instance shall be produced and the other custodians in whose mailboxes the email appeared shall be identified in the metadata.

5. Privilege logging. Privileged documents shall be identified on a privilege log produced on a rolling basis, with initial privilege log entries due within 30 days of each production. For large-volume privilege categories — including attorney-client communications with C&H or AMA in-house counsel regarding this matter, related wage-and-hour compliance matters, or the underlying litigation hold — the parties shall us

6. Clawback provisions. The ESI Protocol shall include clawback provisions protecting against inadvertent waiver of privilege, pursuant to California Evidence Code section 912 and the functional equivalent of Federal Rule of Evidence 502(d). Specifically, inadvertent production of a privileged document shall not constitute a waiver of the attorney-client privilege or work product protection if the producing party too

7. Proportionality limitations. The ESI Protocol shall incorporate proportionality limitations consistent with the analysis in this memorandum, including: (a) custodian limitations (seven AMA custodians, absent agreement or court order for expansion); (b) time-period limitations (the class period of November 1, 2018 through the present); and (c) search-term limitations (agreed-upon keyword search terms applied to ema

8. Phased production. Productions shall be made on a rolling basis on a reasonable schedule. AMA shall make its initial production within 30 days of the entry of the ESI Protocol Stipulation, with supplemental productions on a two-week rolling basis thereafter until the production is substantially complete. Plaintiffs shall produce their documents on a reciprocal schedule, with initial production within 30 days of AM

IX. Anticipated Plaintiffs' Document Production Plaintiffs' c