CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
MEMORANDUM
TO: Renata Vasquez
FROM: Devon Archer
DATE: April 18, 2023
RE: Deposition Preparation — Lorraine Okafor (PMK: Timekeeping and Meal/Rest Break Policies)
Matter No.: 1017-00004
Case: Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated)
I. Overview
Lorraine Okafor, Senior Vice President of Human Resources for Aurelius Media Americas Inc. ("AMA"), has been designated as AMA's Person Most Knowledgeable ("PMK") pursuant to California Code of Civil Procedure § 2025.230 for certain noticed deposition topics in the above-referenced consolidated action. This memorandum sets forth our recommendations for Ms. Okafor's deposition preparation, identifies the key documents she should review in advance, outlines the core defensive themes she should consistently communicate, and provides detailed guidance on the sensitive areas where Plaintiffs' counsel is expected to press most aggressively.
The deposition has been noticed by Plaintiffs' counsel, Castellano Byrne & Salas LLP. We anticipate that lead counsel Marco Castellano will conduct the primary examination, with Diane Salas potentially covering supplemental areas. Additionally, Sandra Higuera of Veltrano Employment Law Group PC, serving as PAGA co-counsel, is expected to attend and may pose questions related to the representative PAGA claims. We should prepare Ms. Okafor to encounter questioning from up to three adverse attorneys.
The deposition is scheduled for May 4, 2023, with an anticipated duration of up to seven (7) hours in accordance with the statutory limit under California Code of Civil Procedure § 2025.290. The deposition will take place at the offices of Castellano Byrne & Salas LLP, located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, CA 90025. We will arrange for a court reporter and videographer through our standard vendor; Plaintiffs have noticed the deposition for video recording as well.
Plaintiffs have designated the following deposition topics for which Ms. Okafor is the PMK:
Topic 1: AMA's meal period policies and practices, including all written policies, communications to employees, and actual implementation of meal period requirements at each California facility.
Topic 2: AMA's rest period policies and practices, including all written policies, communications to employees, and actual implementation of rest period requirements at each California facility.
Topic 3: AMA's timekeeping policies and systems, including the selection, implementation, configuration, and operation of the TimeTrack Pro electronic timekeeping system, and specifically including the auto-deduction feature and the Missed Meal Attestation feature.
Topic 5: AMA's employee handbook and training materials related to wage-and-hour compliance, including all versions of the employee handbook in effect during the class period, all training sessions, modules, or communications provided to employees or supervisors regarding meal periods, rest periods, and timekeeping.
Topic 8: AMA's investigation of, and response to, employee complaints regarding meal and rest breaks, including the complaint intake process, investigation procedures, and remedial actions taken.
Ms. Okafor has held the SVP of Human Resources position at AMA since June 2019. Prior to joining AMA, she accumulated over fifteen years of HR leadership experience in the entertainment industry, including roles at two major studio and production companies. She is well-versed in California wage-and-hour requirements applicable to the motion picture industry and is generally an effective and composed communicator. Her principal vulnerability is the gap between AMA's written policies and the actual implementation of the TimeTrack Pro system, as discussed in detail in Section IV below.
For context, AMA employs approximately 2,400 employees in California, of whom approximately 1,850 are or were non-exempt hourly employees during the class period, which runs from November 1, 2018 to the present. AMA operates seven (7) California production facilities and fourteen (14) distinct show units. All non-exempt hourly employees at these facilities are governed by Industrial Welfare Commission ("IWC") Wage Order 12, which applies to the Motion Picture Industry. The applicability of Wage Order 12 is not in dispute.
II. Key Documents for Review
Ms. Okafor should review each of the following documents in preparation for her deposition. We will compile a preparation binder containing these materials and deliver it to Ms. Okafor no later than April 21, 2023, to allow adequate time for review before the preparation session scheduled for April 24, 2023.
1.  AMA Employee Handbook (March 2021 Revision). Ms. Okafor should pay particular attention to Section 4.3 (Meal Periods), Section 4.4 (Rest Periods), and Section 4.7 (Timekeeping). The March 2021 revision is the most recent version and the one currently in effect. Earlier versions of the handbook from 2018 and 2019 should also be available in the binder for reference, as Plaintiffs may inquire about changes between editions. Ms. Okafor should familiarize herself with the specific language used in each version regarding the employee's obligation to report missed breaks.
2.  AMA Meal and Rest Break Policy (Standalone Document, Effective January 1, 2019). This is a standalone policy document that was issued separately from the Employee Handbook at the beginning of the class period. It provides more detailed guidance than the Handbook sections and was distributed to all non-exempt employees at the time of its effective date. Ms. Okafor should confirm whether she was involved in drafting or approving this policy, as she joined AMA in June 2019 — approximately six months after the policy's effective date. If she was not involved, she should be prepared to identify who was responsible for its creation and approval.
3.  TimeTrack Pro System Configuration Records from NovaPay Solutions Inc. NovaPay Solutions Inc. has served as AMA's payroll and timekeeping vendor since January 1, 2019. The configuration records reflect the settings applied to the TimeTrack Pro system at each AMA facility, including the auto-deduction parameters and the activation status of the Missed Meal Attestation feature. Our point of contact at NovaPay is Marcus Yee, Director of Client Data Services (NovaPay Solutions Inc., 2200 Powell Street, Suite 600, Emeryville, CA 94608). These configuration records are critical, and Ms. Okafor should be thoroughly familiar with the data reflected in them, as they will form the basis of some of the most challenging questioning she will face.
4.  Missed Meal Attestation Feature Activation/Deactivation Logs by Facility. These logs confirm the activation status of the Missed Meal Attestation feature at each of AMA's seven California facilities. The logs reflect the following:
Attestation Feature Activated (January 2019 — First Wave Rollout):
•  Facility 1: West Hollywood HQ — 8500 Sunset Boulevard, West Hollywood, CA
•  Facility 3: Sherman Oaks — 15301 Ventura Boulevard, Sherman Oaks, CA
•  Facility 5: Hollywood — 1438 N. Gower Street, Hollywood, CA
•  Facility 6: Santa Monica — 2120 Colorado Avenue, Santa Monica, CA
Attestation Feature NOT Activated (March 2019 — Second Wave Rollout):
•  Facility 2: Studio City — 4024 Penmark Strategy Partners Avenue, Studio City, CA
•  Facility 4: Burbank — 3800 W. Alameda Avenue, Burbank, CA
•  Facility 7: El Segundo — 888 N. Sepulveda Boulevard, El Segundo, CA
Ms. Okafor should be prepared to testify about these logs and the discrepancy between the two groups of facilities. This topic is addressed at length in Section IV.A below.
5.  AMA Training Materials Regarding TimeTrack Pro and the Missed Meal Attestation Feature. Our preliminary review of AMA's document productions has not identified any formal training materials — whether written guides, presentation slides, online training modules, or recorded sessions — that are specifically directed at instructing employees on how to use the Missed Meal Attestation feature within the TimeTrack Pro system. Ms. Okafor should review whatever training materials do exist (including general onboarding materials, time clock usage instructions, and any supervisory training documents) so that she can accurately describe the scope and nature of the training that was provided. If formal materials on the attestation feature simply do not exist, she must be prepared to acknowledge that fact. See Section IV.C below.
6.  Internal Audits or Reviews of Meal/Rest Break Compliance. Ms. Okafor should review any internal audits, compliance reviews, or self-assessments conducted by AMA's HR department or any other department during the class period that examined meal and rest break compliance. We should confirm with Ms. Okafor whether any such audits were conducted. If they were not, that fact itself may become a line of questioning — Plaintiffs may ask why AMA did not audit its own compliance with wage-and-hour laws during the four-year period before this litigation was filed.
7.  Employee Complaints or Grievances Regarding Meal/Rest Breaks. AMA's HR files reflect approximately fourteen (14) formal complaints from non-exempt employees regarding meal or rest break issues during the class period. Ms. Okafor should review each complaint file, including the initial complaint, the investigation notes, and the resolution. She should be prepared to testify about the complaint process generally and about the outcomes of each complaint — specifically, that in nine of the fourteen cases, AMA determined that a meal or rest period premium was owed and paid the premium to the affected employee, and that in the remaining five cases, AMA determined that the employee had received a compliant break.
8.  AMA's Acceptable Use and Confidentiality Policy (March 2021 Revision). This document is relevant to the extent that the deposition touches on the related Aldrich matter (LASC Case No. 22STCV41087). While Ms. Okafor should not be testifying about the Aldrich matter (which involves a separate executive dispute before a different judge), she should be familiar with this policy in the event Plaintiffs' counsel attempts to explore it tangentially. If such questions arise, Ms. Okafor should defer to the scope limitation guidance set forth in Section VI below.
9.  Deposition Transcripts of Named Plaintiffs. Named plaintiff Marisol Fuentes is currently scheduled for deposition on May 2, 2023, two days before Ms. Okafor's deposition. If the Fuentes transcript or a rough draft is available before the preparation session on April 24 or the deposition on May 4, Ms. Okafor should review it. Named plaintiffs Derek Halloran (May 9, 2023) and Yesenia Padilla (May 16, 2023) have not yet been deposed; however, Ms. Okafor should be familiar with the named plaintiffs' anticipated testimony regarding their individual experiences, based on information gathered during informal interviews and initial discovery responses. In particular, she should be aware of Fuentes's and Padilla's expected testimony regarding the absence of the attestation feature at their respective facilities, and of Halloran's testimony regarding his awareness of but refusal to use the feature at Facility 5. See Sections IV.A and IV.B below.
10.  Plaintiffs' Class Certification Motion and Supporting Declarations. Plaintiffs' counsel indicated an anticipated filing date of April 14, 2023 for the class certification motion. To the extent the motion and any supporting declarations are available before Ms. Okafor's deposition, she should review them. The class certification motion will signal Plaintiffs' theory of commonality and predominance, which will in turn inform the lines of questioning directed at Ms. Okafor — particularly regarding uniformity of policies, consistency of implementation across facilities, and whether individualized inquiry is required to assess each class member's claims.
III. Key Messages for Okafor to Communicate
The following core defensive themes should be woven consistently throughout Ms. Okafor's testimony. While she should never appear scripted or rehearsed, these messages should serve as the foundation from which she answers questions on any topic within her designated PMK areas. We have structured this section to align with AMA's overarching defense strategy.
A. AMA's Written Policy Complies with California Law
Ms. Okafor should communicate clearly and confidently that AMA's written Meal and Rest Break Policy fully complies with California law. Specifically, the policy provides that all non-exempt employees are entitled to a thirty (30) minute uninterrupted, duty-free meal period for any shift exceeding five (5) hours, consistent with IWC Wage Order 12 and California Labor Code § 512. The policy further provides for a second thirty (30) minute meal period for any shift exceeding ten (10) hours, in accordance with the same statutory and regulatory provisions.
With respect to rest periods, AMA's written policy provides for a ten (10) minute paid rest period for every four (4) hours worked, or major fraction thereof, in compliance with the applicable Wage Order. The policy is clear, unambiguous, and consistent with the requirements established by the California Supreme Court and the Industrial Welfare Commission.
These policies are set forth in the AMA Employee Handbook, most recently revised in March 2021, and are distributed to all employees at the time of hire. The policies are also available on AMA's internal HR portal, which is accessible to all employees with company credentials. Ms. Okafor should be prepared to testify that the Employee Handbook includes an acknowledgment form that each employee signs upon receipt, confirming that the employee has received the Handbook and is responsible for reviewing its contents.
Importantly, the written policy instructs employees to "notify their supervisor immediately if they are unable to take a meal or rest period." This language places an affirmative obligation on the employee to report a missed break, and it reflects AMA's commitment to ensuring that any issues are brought to management's attention and resolved promptly.
B. AMA Provides the Opportunity for Breaks — Not a Guarantee
This theme is drawn directly from the California Supreme Court's seminal decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, which established that an employer's obligation under California law is to provide meal and rest periods — that is, to authorize and permit them and to make them available — and not to ensure that every employee takes every break or to police employee behavior during break periods.
Ms. Okafor should consistently frame AMA's practices in terms of providing the opportunity and the framework for employees to take their breaks. AMA authorizes and permits meal and rest periods in accordance with its written policies and applicable law. The company does not, and is not required to, monitor whether each individual employee chooses to take a break during the period made available to them.
This framing is critical because Plaintiffs' theory depends on the assertion that AMA failed to provide breaks at a systemic level. If Ms. Okafor's testimony consistently demonstrates that AMA's policies and practices were designed to provide breaks, the burden shifts to Plaintiffs to demonstrate individualized instances where breaks were not made available — which, in turn, supports AMA's argument against class certification.
Ms. Okafor should be careful, however, not to overstate this theme to the point of suggesting that AMA was indifferent to whether employees actually received breaks. The Brinker framework establishes the legal standard, but AMA's defense is strongest when it demonstrates that the company both adopted compliant policies and took affirmative steps to implement them — including the TimeTrack Pro attestation feature, the complaint process, and the corrective measures taken in December 2022.
C. TimeTrack Pro Includes a Reporting Mechanism
Ms. Okafor should emphasize that the NovaPay Solutions TimeTrack Pro electronic timekeeping system, which has been in use at AMA since January 1, 2019, includes a built-in "Missed Meal Attestation" feature. This feature was designed to provide employees with a self-service mechanism for reporting missed or shortened meal periods directly through the time clock terminal at their facility.
When activated, the Missed Meal Attestation feature operates as follows: At the end of a shift, the time clock prompts the employee to confirm whether they received a compliant thirty (30) minute meal period. If the employee selects the option indicating that they missed their meal period or that it was shortened, the system automatically overrides the standard thirty (30) minute auto-deduction, adds thirty (30) minutes back to the employee's recorded hours for that shift, and triggers a one (1) hour meal period premium payment to be included in the employee's next pay cycle. The feature is thus a comprehensive, integrated tool that simultaneously addresses the time recording issue and the premium pay obligation.
Ms. Okafor should emphasize that the system was designed to give employees a straightforward, self-service tool for reporting missed meals — one that does not require them to approach a supervisor, fill out paperwork, or navigate a complaint process. The feature was intended to lower the barrier to reporting and to ensure that missed meal periods were captured and compensated in real time, rather than after the fact.
However, Ms. Okafor must be prepared to address the significant limitations in the deployment of this feature, as discussed in detail in Section IV.A below. The effectiveness of this talking point is substantially undermined by the fact that the feature was not activated at three of AMA's seven California facilities for nearly four years.
D. AMA Addresses Complaints Individually
Ms. Okafor should be prepared to testify about AMA's process for receiving and responding to employee complaints regarding meal and rest break issues. During the class period (November 1, 2018 to the present), AMA's HR department received fourteen (14) formal complaints from non-exempt employees related to meal or rest break issues. These complaints came from employees working at five of AMA's seven California facilities and from eight of AMA's fourteen show units.
Each complaint was investigated individually by a member of the HR department. In nine (9) of the fourteen (14) cases, AMA determined that a meal or rest period premium was owed and paid the premium to the affected employee. In the remaining five (5) cases, AMA determined upon investigation that the employee had received a compliant break and that no premium was owed.
This record demonstrates individualized attention to each complaint, rather than systemic neglect. It shows that AMA had a functional complaint mechanism, that employees were aware of and used that mechanism, and that AMA took responsive action when complaints were validated. Ms. Okafor should frame this as evidence that AMA's system worked — not perfectly, as the nine validated complaints demonstrate, but responsively and in good faith.
This theme also supports AMA's class certification defense by illustrating the inherently individualized nature of meal and rest break claims. The fact that complaints were received from only five of seven facilities and eight of fourteen show units, and that the outcomes varied depending on the specific circumstances of each complaint, underscores that a class-wide adjudication would require individual inquiry into each employee's experience.
IV. Sensitive Areas — Detailed Preparation Notes
This section addresses the topics where Ms. Okafor is most vulnerable to damaging questioning. These areas require the most intensive preparation, and Ms. Okafor must approach each of them with candor, precision, and discipline. The overarching principle for all sensitive areas is: acknowledge what cannot be denied, explain without excusing, and demonstrate corrective action.
A. Missed Meal Attestation Feature Inconsistency
This is the highest priority preparation topic and the single most dangerous area Ms. Okafor will face in her deposition.
The Problem. The Missed Meal Attestation feature within the TimeTrack Pro system was activated at only four (4) of AMA's seven (7) California production facilities at the time of the system rollout. The facilities break down as follows:
Attestation Feature Activated — First Wave Rollout (January 2019):
•  Facility 1: West Hollywood HQ (8500 Sunset Boulevard)
•  Facility 3: Sherman Oaks (15301 Ventura Boulevard)
•  Facility 5: Hollywood (1438 N. Gower Street)
•  Facility 6: Santa Monica (2120 Colorado Avenue)
Attestation Feature NOT Activated — Second Wave Rollout (March 2019):
•  Facility 2: Studio City (4024 Penmark Strategy Partners Avenue)
•  Facility 4: Burbank (3800 W. Alameda Avenue)
•  Facility 7: El Segundo (888 N. Sepulveda Boulevard)
At Facilities 2, 4, and 7, there was no electronic mechanism for employees to report missed or shortened meal periods through the TimeTrack Pro system during the entirety of the class period until December 2022, when AMA corrected the issue following the filing of this litigation. This means that for approximately three years and nine months — from March 2019 to December 2022 — the employees at these three facilities, who represent a substantial portion of the class, had no access to the attestation feature that AMA points to as a key component of its compliance framework.
This vulnerability is compounded by the fact that two of the three named plaintiffs worked at the affected facilities. Named plaintiff Marisol Fuentes worked at Facility 2 (Studio City) and has testified or is expected to testify that she was unaware of the Missed Meal Attestation feature — because it simply was not available at her facility. Named plaintiff Yesenia Padilla worked at Facility 4 (Burbank) and is in the same situation. Plaintiffs' counsel will use these facts to argue that AMA's attestation feature defense is illusory for a significant portion of the putative class.
This is the single most significant vulnerability in AMA's defense. If Ms. Okafor handles this topic poorly — either by appearing evasive, by attempting to minimize the significance of the deactivation, or by offering explanations that are contradicted by other evidence — the damage could be substantial, both for purposes of the Okafor deposition and for AMA's broader litigation position.
Likely Explanation. Based on the information currently available, the most likely explanation for the discrepancy is as follows: The TimeTrack Pro system was rolled out in two waves. The first wave, in January 2019, covered Facilities 1, 3, 5, and 6. During this first-wave rollout, the Missed Meal Attestation feature was included on the implementation checklist and was activated at each facility. The second wave, in March 2019, covered Facilities 2, 4, and 7. During this second-wave rollout, the attestation feature activation step appears to have been missed — it was not completed at any of the three second-wave facilities. The deactivation appears to have been an administrative oversight during the second-wave implementation process, rather than a deliberate decision to withhold the feature from certain facilities.
Before the deposition, Ms. Okafor must confirm this timeline and explanation with Karen Fong (AMA Payroll Manager) and Marcus Yee (NovaPay Director of Client Data Services). It is essential that Ms. Okafor's testimony on this point be grounded in verified facts, not assumptions or post hoc reconstructions.
discovery of the Issue and Corrective Action. Ms. Okafor first became aware of the attestation feature deactivation in approximately November 2022, after this litigation was filed, when the issue was identified during a comprehensive review of AMA's timekeeping systems and policies conducted in connection with the litigation. Upon learning of the deactivation, Ms. Okafor directed the immediate activation of the Missed Meal Attestation feature at all three affected facilities. The activation was completed in December 2022. Ms. Okafor should be prepared to testify about the specific steps she took upon learning of the issue and the timeline for implementation of the corrective action.
Key Instructions for Ms. Okafor:
(a) Ms. Okafor should NOT speculate about why the attestation feature was not activated at Facilities 2, 4, and 7. If she does not know the specific reason from her own personal knowledge, she should say so honestly. She may offer to investigate further or state that it is her understanding, based on the information available to her, that the deactivation occurred during the second-wave system rollout — but she should not present speculation as fact.
(b) Ms. Okafor should NOT volunteer the word "oversight" unless she can testify from personal knowledge that the deactivation was, in fact, an oversight. While characterizing the deactivation as an "oversight" has some tactical advantages — it suggests the omission was unintentional and not part of a deliberate plan to deprive employees of a reporting mechanism — it also carries significant risks. The word "oversight" implies negligence, and it invites the follow-up question: "How could this oversight persist for nearly four years without anyone at AMA noticing?" If Ms. Okafor uses the word "oversight," she must be prepared to address that question credibly.
(c) If pressed on why the deactivation persisted for nearly four years — from March 2019 to December 2022 — Ms. Okafor should acknowledge directly that AMA relied on the system implementation checklist and the vendor's confirmation of the system rollout, and that AMA did not have a regular audit process for independently verifying the activation status of individual system features across all facilities. She should further state that, following the identification of this issue, AMA has implemented a quarterly audit process to verify system feature activation and configuration at all facilities, and that this corrective measure reflects AMA's commitment to ongoing compliance.
(d) Ms. Okafor should NOT attempt to minimize the significance of the deactivation. Plaintiffs' counsel will be watching for any effort to downplay or dismiss this issue, and any such effort will damage Ms. Okafor's credibility. The most effective approach is to acknowledge the gap candidly, describe it as a system configuration issue that was identified and corrected, and frame AMA's response as evidence of good faith. Acknowledgment is the best path — not defensiveness.
B. Low Attestation Usage Rates at Active Facilities
Even at the four facilities where the Missed Meal Attestation feature was activated and operational throughout the class period, the usage rates were notably low. The data reflects the following attestation usage rates as a percentage of total eligible shifts:
Plaintiffs' counsel will argue that these low usage rates demonstrate one or more of the following: (a) employees were unaware of the attestation feature and did not know they could use it to report missed meals; (b) employees were aware of the feature but were discouraged or culturally deterred from using it, either by explicit supervisory pressure or by an implicit workplace culture that penalized employees for reporting missed breaks; or (c) the attestation feature was not effectively communicated to employees, rendering it a nominal safeguard rather than a meaningful compliance tool.
Ms. Okafor's Best Response. Ms. Okafor should testify that the low attestation usage rates are consistent with multiple explanations, and that Plaintiffs' interpretation is only one of several possibilities. Specifically, low usage is equally consistent with employees actually receiving compliant meal periods — if employees are taking their breaks as provided, they have no reason to use the attestation feature, and low usage would be expected. Ms. Okafor should avoid the temptation to offer a single, definitive explanation for the low rates. Instead, she should note that the data is ambiguous and that drawing conclusions about employee awareness or workplace culture from usage rates alone requires speculation that she is not in a position to make.
However, Ms. Okafor must also be prepared for the specific testimony of named plaintiff Derek Halloran. Halloran worked at Facility 5 (Hollywood), where the attestation feature was active throughout the class period. Halloran has testified at his deposition that he was aware of the attestation feature but "never used it because nobody else did and I didn't want to cause problems." This testimony directly supports Plaintiffs' theory that AMA's workplace culture discouraged the use of the feature, even where it was technically available.
If asked about whether AMA created or tolerated a workplace culture that discouraged the use of the attestation feature, Ms. Okafor should testify that AMA's policy was the opposite — that AMA's written policy encouraged employees to report missed breaks, that the attestation feature was designed to facilitate such reporting, and that she is not aware of any directive, instruction, or communication from AMA management discouraging employees from using the feature. She should acknowledge that she cannot speak to the individual experience of every employee or the dynamics within every show unit, but she should be clear that any culture of discouragement would be inconsistent with AMA's stated policies and expectations.
C. Training on the Missed Meal Attestation Feature
The Problem. Our preliminary review of AMA's document productions and internal files has not identified any formal training materials — no classroom training sessions, no online training modules, no written user guides, no instructional videos, and no documented training records — that are specifically directed at instructing employees on how to use the TimeTrack Pro Missed Meal Attestation feature. This is a significant gap in AMA's defense, because if AMA cannot demonstrate that employees were trained on the attestation feature, the feature's existence becomes far less meaningful as a compliance tool.
The AMA Employee Handbook (March 2021 revision) contains the statement that employees "are entitled to a 30-minute uninterrupted meal period" and "should notify their supervisor if they are unable to take a meal period," but it does not reference the TimeTrack Pro Missed Meal Attestation feature by name. The Handbook does not describe how to use the feature, does not explain what happens when the feature is activated, and does not direct employees to the time clock terminal as a mechanism for reporting missed meals. The Handbook's language about notifying a "supervisor" may actually conflict with the self-service nature of the attestation feature, which was designed to allow employees to report missed meals directly through the system without involving a supervisor.
Ms. Okafor's Expected Testimony. Ms. Okafor should be prepared to testify about any informal training, on-the-job instruction, or communications to employees regarding the attestation feature. Based on our preliminary discussions with her, the following avenues of testimony may be available:
•  Facility managers and supervisors were expected to familiarize new employees with the TimeTrack Pro time clock system, including the attestation feature, as part of the employee onboarding process. This training was informal and manager-directed, rather than prescribed by a centralized training curriculum.
•  New hire orientation at AMA includes a time clock walkthrough, during which new employees are shown how to clock in and clock out. Ms. Okafor should confirm whether the attestation feature was specifically covered during this walkthrough, or whether the walkthrough was limited to basic clock-in/clock-out functions.
•  Posters, signage, or informational materials may have been posted near the time clock terminals at each facility, explaining the available features including the attestation option. Ms. Okafor should confirm whether such signage exists at any of the seven facilities, and if so, at which facilities and since what date.
Key Instruction. If no formal training on the attestation feature occurred, Ms. Okafor must acknowledge this fact candidly. Under no circumstances should she fabricate, exaggerate, or embellish a training history that does not exist. If her testimony about training is contradicted by other witnesses — such as Karen Fong (Payroll Manager), named plaintiffs, or other deposed employees who testify that they received no training on the feature — the damage to Ms. Okafor's credibility would be severe, and the ripple effects would extend to AMA's entire defense.
Recommended Framing. If asked about training, Ms. Okafor should offer the following framing, to the extent it is consistent with her honest recollection: "AMA's expectation was that facility managers would train employees on the timekeeping system, including the attestation feature, as part of onboarding. I understand that this training was conducted informally and may not have been uniformly documented." This language acknowledges the absence of formal training without conceding that no training occurred at all, while appropriately qualifying her testimony with "I understand" to reflect that she is speaking based on her understanding of the process rather than from direct personal observation of every onboarding session.
D. Auto-Deduction Threshold: 6 Hours vs. 5 Hours
The TimeTrack Pro system at AMA was configured with an auto-deduction threshold of six (6) hours. This means that the system automatically deducted thirty (30) minutes from an employee's recorded time only when the employee's shift exceeded six (6) hours. For shifts between five (5) and six (6) hours, no auto-deduction was applied.
Under IWC Wage Order 12, which applies to the motion picture industry and governs all of AMA's non-exempt California employees, a meal period is required for any shift exceeding five (5) hours, consistent with California Labor Code § 512. This means that employees who worked shifts between five and six hours were not receiving the auto-deduction — but, more problematically, they were also not being prompted or reminded to take a meal period. For these employees, a missed meal period would result in neither an auto-deduction (because the shift did not reach the six-hour threshold) nor a premium payment (because the system did not flag the shift as requiring a meal period), potentially resulting in uncompensated meal period premium violations.
AMA corrected the threshold to five (5) hours in December 2022, following identification of the issue during the litigation-related review of AMA's timekeeping systems and policies. The correction was implemented across all seven California facilities simultaneously.
Ms. Okafor's Recommended Approach. Ms. Okafor should acknowledge the discrepancy between the configured threshold and the applicable legal requirement. She should describe it as a "system configuration issue" that was identified and corrected promptly once discovered. She should frame the correction as evidence of AMA's good faith and commitment to compliance — when AMA identified the problem, AMA fixed it.
Critically, Ms. Okafor should NOT characterize the six-hour setting as "intentional" or as a "cost-saving measure." Any suggestion that the higher threshold was deliberately selected to avoid meal period obligations or to reduce premium payments would be extremely damaging. The most defensible position is that the six-hour setting was a configuration error: the standard TimeTrack Pro system default is set at six (6) hours, which is appropriate for industries governed by Wage Orders using the six-hour threshold. AMA, when implementing the system, did not customize the setting to the five-hour threshold required by Wage Order 12 for the motion picture industry. The failure to customize was an error in the implementation process, not a deliberate policy choice.
Ms. Okafor should be prepared for the follow-up question: "Whose responsibility was it to ensure that the system was configured to comply with the applicable Wage Order?" This is a question she should answer honestly, identifying the individuals or departments responsible for the system implementation (likely a combination of AMA's HR/Payroll team and the NovaPay implementation team) without deflecting blame entirely to the vendor. AMA, as the employer, bears ultimate responsibility for ensuring that its timekeeping system complies with applicable law.
E. Employee Complaints Regarding Meal and Rest Breaks
Plaintiffs' counsel will ask Ms. Okafor about employee complaints regarding meal and rest breaks during the class period. This topic is within her PMK designation (Topic 8), and she should be prepared to testify about it in detail.
AMA's HR records reflect approximately fourteen (14) formal complaints from non-exempt employees related to meal or rest break issues during the class period. The complaints were received from employees working at five (5) of AMA's seven (7) California facilities and from eight (8) of AMA's fourteen (14) show units. Each complaint was investigated individually by a member of the HR department.
The outcomes were as follows:
•  In nine (9) of the fourteen (14) cases, AMA determined upon investigation that a meal or rest period premium was owed to the affected employee. In each of these nine cases, the premium was paid to the employee.
•  In the remaining five (5) cases, AMA determined upon investigation that the employee had received a compliant break, and no premium was owed.
Ms. Okafor should be familiar with each of the fourteen complaints and AMA's specific response to each one. She should not volunteer information about complaints that Plaintiffs' counsel does not specifically ask about, but she should not be evasive when asked about them. Evasiveness on this topic — particularly if Plaintiffs' counsel has copies of the complaint files and can confront Ms. Okafor with specific documents — will undermine her credibility and suggest that AMA has something to hide.
If asked whether the volume of complaints suggests a systemic problem with meal and rest break compliance, Ms. Okafor should be prepared to offer the following response: "Fourteen complaints over a five-year period, from approximately 1,850 non-exempt employees across seven facilities and fourteen show units, represents a very small percentage of the workforce. Each complaint was taken seriously and investigated individually. In the nine cases where we determined a premium was owed, we paid it. I view this record as evidence that AMA's complaint process works — employees know they can come to HR with concerns about their breaks, and when they do, HR investigates and responds. This is not a pattern of systemic neglect; it is a functioning complaint resolution process."
F. Variation Across Facilities and Show Units
Ms. Okafor should be thoroughly prepared to testify about the significant variation in working conditions, production schedules, and meal/rest break practices across AMA's seven California facilities and fourteen distinct show units. This testimony is central to AMA's defense against class certification, as it supports AMA's argument that individualized inquiry into each employee's experience predominates over common questions, thereby defeating the requirements for class treatment under California Code of Civil Procedure § 382.
The key points of variation are as follows:
Studio-Based Productions. Certain AMA show units, such as "Kitchen Clash" (produced at Facility 1, West Hollywood HQ), operate on predictable eight (8) to ten (10) hour production days in a controlled studio environment. These shows have reliable, scheduled meal breaks that are built into the production schedule. The controlled studio setting makes it relatively straightforward to ensure that meal and rest periods are provided at regular intervals, and disruptions to the schedule are infrequent.
Field-Based Productions. Other show units, such as "Summit Challenge" (coordinated from Facility 4, Burbank, but filmed on location at remote outdoor sites), operate on extended twelve (12) to sixteen (16) hour shoot days in field environments. While meal breaks are scheduled in the daily call sheets for these productions, implementation at remote locations presents unique operational challenges, including distance from meal preparation areas, weather and terrain conditions, and the difficulty of interrupting multi-camera field setups. These shows present the highest risk for meal period compliance issues.
Live Events. AMA's live events operations, primarily based at Facility 4 (Burbank), have unique constraints driven by live production timing. Live broadcasts and live-streamed events operate on fixed schedules that cannot be interrupted for meal breaks. While AMA's policy requires that meal periods be provided even during live events, the practical realities of live production create pressure on both supervisors and employees to defer breaks.
Post-Production Operations. AMA's post-production operations are based at Facilities 1 (West Hollywood HQ), 5 (Hollywood), and 7 (El Segundo). These operations are office-based, with regular work schedules and standard break periods. Post-production employees generally face fewer challenges in taking compliant meal and rest periods, as their work is not subject to the same production-driven time pressures.
Digital Content. AMA's digital content operations are based at Facility 3 (Sherman Oaks) and operate on hybrid schedules that include both on-site and remote work. The meal and rest break compliance landscape for these employees differs from both studio and field production employees.
Additionally, each show unit has its own Unit Production Manager ("UPM") or Line Producer who is responsible for day-to-day scheduling, including the scheduling of meal and rest breaks. Supervisory practices vary by individual UPM, as do the production calendars, crew sizes, and operational demands of each show unit. This means that even within a single facility, the meal and rest break experience of employees on different show units can vary significantly.
Ms. Okafor should be prepared to use this variation to support AMA's argument that class treatment is inappropriate. If each show unit has different production schedules, different supervisory practices, and different operational constraints, then determining whether a given employee received a compliant meal or rest break requires an individualized inquiry that cannot be resolved on a class-wide basis.
G. Second Meal Period Compliance
For shifts exceeding ten (10) hours — which are common in entertainment production, particularly for field-based and live events show units — a second thirty (30) minute meal period is required under California Labor Code § 512(a) and IWC Wage Order 12.
Ms. Okafor should be prepared for questions regarding AMA's compliance with second meal period requirements on extended production days. This area presents a notable vulnerability because the TimeTrack Pro auto-deduction system was configured to automatically deduct only one thirty (30) minute meal period per shift. The system did NOT automatically deduct for second meal periods. Instead, employees working shifts exceeding ten hours were expected to manually adjust their time entries to reflect the second meal period, or to have their supervisors or the payroll department make the adjustment.
This configuration raises several questions: How did AMA ensure that employees on twelve (12) to sixteen (16) hour shoot days received their second meal period? Who was responsible for monitoring second meal period compliance? Was there a systematic mechanism for identifying shifts exceeding ten hours and verifying that a second meal period was provided? If the answer to any of these questions reveals a gap in AMA's practices, it could support Plaintiffs' argument that AMA's meal period policies were not effectively implemented.
Ms. Okafor should be prepared to testify about the following: AMA's written policy requires a second meal period for shifts exceeding ten hours. The scheduling of second meal periods on production days is the responsibility of the UPM or Line Producer for each show unit. Second meal periods are scheduled in the daily call sheets. However, Ms. Okafor should acknowledge that AMA did not have an automated system for tracking second meal period compliance, and that monitoring compliance for second meal periods on extended production days — particularly for field-based and live events show units — is operationally challenging.
This is an area where candor is essential. If AMA did not have a robust mechanism for ensuring second meal period compliance, Ms. Okafor should not attempt to construct one in testimony. She should describe what AMA did, acknowledge any gaps, and point to the corrective measures AMA has implemented or is in the process of implementing.
V. Anticipated Lines of Questioning from Plaintiffs' Counsel
The following table sets forth the lines of questioning we anticipate from Plaintiffs' counsel, along with the recommended approach for Ms. Okafor's responses. This table should be reviewed with Ms. Okafor during the preparation session and should serve as the basis for practice questioning.
VI. Scope Limitations and Boundaries
Ms. Okafor has been designated as AMA's PMK for Topics 1, 2, 3, 5, and 8 only. She should not testify on topics outside her designation, and she should be prepared to redirect Plaintiffs' counsel to the appropriate designee if questions stray beyond her noticed topics.
Specifically, Ms. Okafor should NOT testify on the following subjects:
•  Production scheduling specifics. Celine Arroyo has been designated as PMK for Topic 4 (Production Scheduling and Staffing). Questions about specific call times, production schedules, crew assignments, or the day-to-day scheduling decisions made by UPMs and Line Producers on individual show units should be redirected to Ms. Arroyo.
•  Payroll processing and system technical details. Karen Fong (Payroll Manager) is the appropriate witness for detailed questions about payroll processing mechanics, the technical architecture of the TimeTrack Pro system, the specific algorithms governing auto-deductions and premium calculations, and communications with NovaPay Solutions regarding system functionality. While Ms. Okafor may testify generally about the TimeTrack Pro system and its features at a policy level, she should not attempt to testify about system engineering or payroll computation details that are outside her expertise.
•  The *Aldrich* executive dispute. The Aldrich matter (LASC Case No. 22STCV41087) is a separate action involving an individual executive dispute. It is assigned to a different judge — the Honorable Catherine Villanueva, Department 52. While there may be tangential connections between the two matters, Ms. Okafor should not testify about the Aldrich matter or about AMA's Acceptable Use and Confidentiality Policy in the context of that dispute. If Plaintiffs' counsel attempts to explore the Aldrich matter, Ms. Okafor should state that the matter is the subject of separate proceedings and that she was not designated to testify about it in this deposition.
•  AMA's legal strategy or communications with outside counsel. Any questions about AMA's litigation strategy, communications with Calderwood & Harkness LLP, or the substance of attorney-client privileged discussions are, of course, privileged and should be objected to by defending counsel. Ms. Okafor should not answer such questions and should wait for a privilege objection and instruction before responding.
If asked about a topic outside her designation, Ms. Okafor should state: "I was not designated as AMA's person most knowledgeable on that topic, and I don't have sufficient knowledge to testify on it. I can refer you to the appropriate designee."
Standard Deposition Instructions. The following general deposition instructions should be reviewed with Ms. Okafor during the preparation session:
•  Listen carefully to each question before answering. Make sure you understand the question. If the question is ambiguous, unclear, or compound, ask for clarification before responding.
•  Answer only the question that was asked. Do not volunteer additional information or expand beyond the scope of the question. A complete, truthful answer to the specific question asked is always sufficient.
•  Do not guess or speculate. If you do not know the answer to a question, say "I don't know." If you do not recall, say "I don't recall." These are perfectly acceptable answers, and they are far preferable to guessing at an answer that may later prove incorrect.
•  Take your time. There is no rush. Pause before answering to allow defending counsel to interpose any objections.
•  If you need a break, ask for one. If you are tired, confused, or need to use the restroom, request a break. You are entitled to reasonable breaks during the deposition.
•  Do not look to defending counsel for answers. Defending counsel will interpose objections where appropriate, but counsel will not coach your answers or signal you during the deposition.
•  Be polite but firm. Do not argue with Plaintiffs' counsel or become defensive. Answer questions calmly and professionally. If you disagree with a characterization embedded in a question, you may say so, but do so respectfully.
VII. Preparation Session Schedule
We recommend a three (3) hour preparation session with Ms. Okafor, to be scheduled for April 24, 2023. This date should be confirmed with AMA at the earliest opportunity to ensure Ms. Okafor's availability.
The preparation session should be structured as follows:
Hour 1 (Renata Vasquez and Devon Archer). Renata Vasquez should attend the first hour of the session to cover the most sensitive and high-priority topics. This portion of the session will focus on:
•  The Missed Meal Attestation feature inconsistency across facilities (Section IV.A);
•  The training gap regarding the attestation feature (Section IV.C);
•  The auto-deduction threshold discrepancy (6 hours vs. 5 hours) (Section IV.D);
•  The overall framing of corrective actions taken in December 2022.
These are the topics most likely to produce damaging testimony if handled improperly, and Ms. Vasquez's involvement will signal to Ms. Okafor the seriousness of these areas while allowing Ms. Vasquez to evaluate Ms. Okafor's composure and credibility as a witness on these issues.
Hours 2-3 (Devon Archer). Devon Archer will conduct the balance of the session, covering:
•  Practice Q&A on employee complaints and AMA's complaint resolution process (Section IV.E);
•  Practice Q&A on facility and show unit variation in support of the class certification defense (Section IV.F);
•  Practice Q&A on written policy compliance and the Brinker framework (Section III.A and III.B);
•  Scope limitations and boundary enforcement (Section VI);
•  General deposition demeanor, pacing, and best practices;
•  Second meal period compliance issues (Section IV.G);
•  A mock cross-examination covering the most aggressive anticipated lines of questioning from Plaintiffs' counsel (Section V).
Materials to Have in the Preparation Room. The following materials should be assembled and available in the preparation room for the April 24 session:
•  AMA Employee Handbook (March 2021 revision, plus prior versions from 2018 and 2019);
•  AMA Meal and Rest Break Policy (standalone document, effective January 1, 2019);
•  TimeTrack Pro system configuration records from NovaPay Solutions Inc.;
•  Missed Meal Attestation feature activation/deactivation logs by facility;
•  Summary of the fourteen (14) employee complaints regarding meal/rest breaks, including investigation notes and outcomes;
•  Deposition notices and topic descriptions;
•  Draft deposition outline (to be prepared by Devon Archer);
•  Any available excerpts from named plaintiff depositions (Fuentes, if transcript is available).
VIII. Coordinating Testimony with Other AMA Witnesses
Ms. Okafor's deposition testimony must be consistent with the anticipated testimony of the other AMA witnesses who have been noticed for deposition. Inconsistencies between AMA's designated witnesses — particularly on factual matters such as timelines, system configurations, and corrective actions — would be seized upon by Plaintiffs' counsel and could undermine AMA's credibility and defense across the board.
The key witnesses whose testimony must be coordinated with Ms. Okafor's are:
Celine Arroyo — PMK for Topic 4 (Production Scheduling and Staffing). Ms. Arroyo's deposition is tentatively noticed for approximately May 11, 2023. Coordination with Ms. Arroyo is particularly important with respect to facility variation and production day schedules. Ms. Okafor's testimony about the differing working conditions across studio-based, field-based, live events, post-production, and digital content operations (Section IV.F) must be consistent with Ms. Arroyo's more detailed testimony about specific production schedules, call sheet practices, and the roles of UPMs and Line Producers.
Karen Fong — Payroll Manager. Ms. Fong's deposition is tentatively noticed for approximately May 18, 2023. Coordination with Ms. Fong is critical on the following issues: the TimeTrack Pro system configuration details, the auto-deduction mechanics (including the 6-hour threshold issue), and the Missed Meal Attestation feature functionality and activation status. Ms. Fong has the most granular knowledge of the system's technical operation and the history of its implementation.
Gregory Tanaka — VP, Legal & Compliance. Coordination with Mr. Tanaka is important regarding the litigation hold implemented in connection with this action, the policy review conducted following the filing of the litigation, and the corrective actions taken in December 2022 (activation of the attestation feature at all facilities and correction of the auto-deduction threshold to 5 hours).
The following specific coordination points must be addressed before Ms. Okafor's deposition to ensure consistency:
1.  Timeline of Awareness. The timeline for when each witness became aware of the attestation feature deactivation at Facilities 2, 4, and 7 must be consistent. If Ms. Okafor testifies that she learned of the deactivation in November 2022, the other witnesses must not contradict that timeline by testifying that the deactivation was known to AMA personnel at an earlier date.
2.  Characterization of the 6-Hour Threshold. All witnesses should describe the auto-deduction threshold of 6 hours (rather than the legally required 5 hours) as a "system configuration issue" or a "configuration error." Witnesses should not characterize the setting as an intentional choice, a cost-saving measure, or a deliberate policy decision. The agreed-upon framing — that the 6-hour setting was the standard TimeTrack Pro default and that AMA did not customize it to the 5-hour threshold required by Wage Order 12 — should be consistent across all witness testimony.
3.  Description of the Second-Wave Rollout. The description of the March 2019 second-wave rollout of the TimeTrack Pro system, and what occurred (or failed to occur) with the attestation feature activation checklist during that rollout, must be consistent across all witnesses. If the facts are unclear or disputed, all witnesses should testify that they do not have sufficient personal knowledge to explain what happened during the second-wave rollout, rather than offering inconsistent speculative explanations.
4.  Karen Fong's Prior Testimony. Karen Fong has testified in a separate context (which context should be identified and reviewed) that the attestation feature activation "was part of the implementation checklist" but that she could not recall who was responsible for activating the feature at each facility. Ms. Okafor's testimony must not contradict Ms. Fong's prior statement. If Ms. Okafor does not know who was responsible for activating the feature, she should say so. If she has information suggesting a specific individual or department was responsible, she should share that information with us before the deposition so that we can assess whether it is consistent with Ms. Fong's testimony.
We will schedule separate coordination discussions with each of the above witnesses before their respective depositions. However, the initial alignment on key facts and characterizations should occur before Ms. Okafor's deposition on May 4, since her testimony will be the first on record and will set the baseline against which all subsequent AMA witness testimony will be measured.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum was prepared by Calderwood & Harkness LLP in anticipation of litigation and in connection with the provision of legal advice to Aurelius Media Americas Inc. It is protected by the attorney work product doctrine and the attorney-client privilege. Distribution is strictly limited to members of the Calderwood & Harkness engagement team and client witnesses designated for deposition preparation in Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (Consolidated).
Do not forward, copy, or share this memorandum outside the attorney-client relationship. If you have received this document in error, please notify Devon Archer at Calderwood & Harkness LLP immediately.
Facility | Location | Attestation Usage Rate
Facility 1 | West Hollywood HQ | 2.3% of eligible shifts
Facility 3 | Sherman Oaks | 4.1% of eligible shifts
Facility 5 | Hollywood | 1.8% of eligible shifts
Facility 6 | Santa Monica | 3.7% of eligible shifts
Likely Question | Recommended Approach
"Why wasn't the Missed Meal Attestation feature activated at all seven California facilities?" | Acknowledge the gap directly. Describe it as a system configuration issue that occurred during the second-wave rollout of the TimeTrack Pro system in March 2019. State that she became aware of the deactivation in approximately November 2022, during a review conducted in connection with this litigation, and that she directed immediate activation of the feature at all three affected facilities, which was completed in December 2022. Do not speculate about the specific cause if she does not know from personal knowledge. Do not volunteer the word "oversight" unless she can testify to it from personal knowledge.
"How could this oversight persist for almost four years without anyone at AMA noticing?" | Acknowledge that AMA relied on the system implementation checklist and NovaPay's confirmation of the system rollout. Acknowledge that AMA did not have a regular audit process for independently verifying the activation status of individual system features at each facility. State that AMA has since implemented a quarterly audit process for this purpose. Do not minimize the duration of the gap or suggest it was acceptable — acknowledge it candidly and point to the corrective action taken.
"What formal training was provided to employees on how to use the Missed Meal Attestation feature?" | Testify to what she knows honestly. If AMA's expectation was that facility managers would provide informal training during onboarding, say so. Acknowledge the absence of a documented formal training program specifically focused on the attestation feature. Do not fabricate or exaggerate a training history. If there is no evidence that formal traini