1017-00004 · Entities. Aurelius Global Media Group · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Engagement File — Matter No. 1017-00004

FROM: Devon Archer, Senior Associate, Labor & Employment

DATE: November 1, 2022

RE: Conflict Check Results — Aurelius Media Americas Inc. / Fuentes et al.

1. Summary

At the direction of Renata Vasquez, Responsible Partner for this engagement, a comprehensive conflict of interest check was conducted through the Firm's proprietary conflicts database system (IntegriCheck, Version 8.4.1) on October 28, 2022. The search was initiated following preliminary discussions between Ms. Vasquez and Gregory Tanaka, Vice President, Legal & Compliance, of Aurelius Media Americas Inc. ("AMA"), regarding the Firm's proposed engagement to represent AMA in connection with certain pending and anticipated employment litigation matters.

Specifically, the Firm has been asked to represent AMA, a wholly owned United States subsidiary of Aurelius Global Media Group PLC ("AGMG"), in the defense of a putative wage-and-hour class action filed by Marisol Fuentes and others in the Superior Court of the State of California, County of Los Angeles, as well as related matters, including anticipated Private Attorneys General Act ("PAGA") representative claims and anticipated individual employment claims by former senior executive Gavin Aldrich. The engagement encompasses both the defense of plaintiff-side claims and the prosecution of certain cross-claims and counterclaims on behalf of AMA against Mr. Aldrich. This matter has been assigned Calderwood & Harkness Matter Number 1017-00004.

In accordance with the Firm's Conflict of Interest Policy (Policy No. GC-2019-003, as amended September 2021) and applicable provisions of the California Rules of Professional Conduct (Rules 1.7 and 1.9), the search was designed to identify any current or former client relationships, adverse representations, co-counsel arrangements, or other circumstances that could give rise to a conflict of interest or the appearance of a conflict of interest in connection with the proposed engagement.

The conflict search covered the following categories of parties, counsel, and related entities:

(a) Client Entities. Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Companies House Registration No. 08412667), the ultimate parent entity; and Aurelius Media Americas Inc., a corporation organized under the laws of the State of Delaware (Secretary of State File No. 5284731), with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, the direct client and prospective party in interest.

(b) Named Plaintiff. Marisol Fuentes, former Production Coordinator in the Unscripted Programming Division of AMA, who resided at 4227 Los Feliz Boulevard, Apartment 6, Los Angeles, California 90027 at the time of her separation from employment.

(c) Anticipated Additional Named Plaintiffs. Derek Halloran, former Post-Production Assistant in AMA's Digital Content Division, who resided at 1518 N. Cahuenga Boulevard, Unit 3B, Hollywood, California 90028; and Yesenia Padilla, former Segment Coordinator in AMA's Live Events Division, who resided at 972 S. Figueroa Street, Apartment 1012, Los Angeles, California 90015. Both individuals were identified by AMA in-house counsel as likely to be added as named plaintiffs or to file related actions.

(d) Potential Individual Claimant. Gavin Aldrich, former Senior Vice President of Original Content and Executive Producer at AMA, who resided at 1140 Tower Road, Beverly Hills, California 90210. Mr. Aldrich was identified by AMA in-house counsel Gregory Tanaka as likely to file an individual employment action against AMA in connection with the circumstances of his separation, which also implicate potential cross-claims by AMA for breach of post-employment restrictive covenant obligations, trade secret misappropriation, breach of fiduciary duty, and conversion of proprietary materials.

(e) Plaintiffs' Counsel of Record. Castellano Byrne & Salas LLP (attorneys Marco Castellano, Diane Salas, and Trevor Kim), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025.

(f) Anticipated PAGA Co-Counsel. Veltrano Employment Law Group PC (attorney Sandra Higuera), located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, which AMA anticipates will serve as co-counsel on PAGA representative claims based on the firm's appearance on the PAGA notice letter submitted to the California Labor & Workforce Development Agency.

(g) Anticipated Counsel for Aldrich. Whitfield & Associates (attorneys Cameron Whitfield and Julia Nazarian), located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212, identified through a pre-litigation demand letter received by AMA's in-house legal department on October 12, 2022.

(h) Related Third-Party Entity. Halcyon Creek Productions LLC, a California limited liability company, identified in AMA's preliminary internal investigation as the entity to which Mr. Aldrich allegedly transmitted proprietary materials, including confidential programming concepts, talent deal memoranda, and production budgets, during and following his employment with AMA.

As set forth in detail below, no conflicts of interest were identified that would preclude the Firm's representation of AMA in any of the above-referenced matters.

2. Search Results

The following table sets forth the results of the conflict search conducted on October 28, 2022, through the IntegriCheck system. Each search term was run against the Firm's complete client, adverse party, co-counsel, and related-entity databases, encompassing all current and historical matters in the system dating back to the Firm's adoption of the electronic conflicts database in 2003. Where a search returned one or more matches, the match was individually reviewed and assessed for potential conflict implications. Dispositions are noted for each entry.

All search terms were run using both exact-match and fuzzy-match (phonetic variant) algorithms within IntegriCheck, consistent with the Firm's standard conflict search protocols. Alternate spellings and common abbreviations were also tested (e.g., "Aurelius Media," "AMA," "AGMG," "Halcyon Creek," "Castellano Byrne," "CB&S"). No additional matches were generated by these supplemental search variants beyond those reflected in the table above.

3. Additional Searches

In addition to the primary conflict searches described in Section 2, supplemental searches were conducted for individuals and entities reasonably anticipated to be involved in the engagement as witnesses, deponents, third-party service providers, insurers, or other participants. These additional searches were conducted to ensure comprehensive coverage and to identify potential issues at the outset of the engagement, consistent with the Firm's best practices for complex, multi-party employment litigation matters.

3.1 Key AMA Executives

The following individuals were identified by AMA in-house counsel Gregory Tanaka as key management personnel who may serve as witnesses, deponents, or Rule 30(b)(6) designees during the course of the litigation. Each name was run through the IntegriCheck system:

• Jonathan Mercer, President, Aurelius Media Americas Inc. — zero matches.

• Lorraine Okafor, Senior Vice President, Human Resources, Aurelius Media Americas Inc. — zero matches.

• Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. — zero matches.

• Celine Arroyo, Director of Production Operations, Aurelius Media Americas Inc. — zero matches.

• Dwayne Prescott, Vice President of Unscripted Programming, Aurelius Media Americas Inc. — zero matches.

• Karen Fong, Payroll Manager, Aurelius Media Americas Inc. — zero matches.

All of the foregoing individuals have been cleared. No conflicts or potential conflicts were identified.

3.2 Payroll and Timekeeping Vendor

AMA's payroll processing and timekeeping services are administered by NovaPay Solutions Inc., a Delaware corporation with offices at 2200 Powell Street, Suite 600, Emeryville, California 94608. NovaPay is expected to be a significant third-party custodian of relevant records and data in the putative class action, including time and attendance records, pay stubs, meal-period and rest-break logs, and payroll coding data for the approximately 1,850-member putative class. A conflict search for NovaPay Solutions Inc. returned zero matches in the Firm's database. Cleared.

3.3 Employment Practices Liability ("EPL") Insurer

AMA maintains an Employment Practices Liability insurance policy with Pemberton Mutual Assurance Co., a Connecticut-domiciled insurer (Policy No. PMA-EPL-2022-00837). The conflict search for Pemberton Mutual Assurance Co. returned zero matches for adverse representations. One hit was returned for a prior unrelated insurance coverage opinion rendered by the Firm's Insurance Recovery and Counseling practice group in 2017 (C&H Matter No. 1017-00004), in which the Firm provided a coverage analysis to a policyholder in connection with an unrelated claim under a different Pemberton policy. That prior engagement does not create a conflict with the current representation. The Firm did not represent Pemberton in that matter; rather, the Firm represented the policyholder. There is no expectation that Pemberton will be adverse to AMA in this engagement; to the contrary, Pemberton is expected to participate as AMA's EPL insurer and may fund a portion of the defense. Cleared.

3.4 Directors and Officers ("D&O") Insurer and Excess Carrier

AMA and its parent AGMG maintain Directors and Officers liability insurance coverage through the following carriers:

• Redcliffe Specialty Insurance Ltd., a Bermuda-domiciled insurer with a United States branch (Policy No. RSI-DO-2022-04419) — the primary D&O carrier. The conflict search returned zero matches in the Firm's database. Cleared.

• Ashford Re Ltd., a Bermuda-domiciled reinsurance company (Policy No. ARL-EX-2022-01102) — the excess D&O carrier. The conflict search returned zero matches in the Firm's database. Cleared.

The D&O coverage is noted here because the anticipated Aldrich individual employment action may implicate potential claims against individual officers and directors of AMA, which could trigger D&O policy obligations.

3.5 Insurance Broker

AMA's insurance program is brokered by Kestrel Risk Advisors Ltd., with offices at One Broadgate, London EC2M 2QS, United Kingdom. The conflict search returned zero matches in the Firm's database. Cleared.

3.6 External Auditor

AMA's external financial auditing services are provided by Graystone & Parr LLP, with offices at 200 Park Avenue, Suite 3500, New York, New York 10166. The conflict search returned one hit: a co-counsel relationship in an unrelated corporate transaction in 2016 (C&H Matter No. 1017-00004), in which Graystone & Parr served as the accounting advisor on a merger transaction and the Firm served as outside legal counsel to the acquiring entity. That engagement was closed in 2016, and no current engagement with or adverse to Graystone & Parr exists. The prior relationship does not give rise to a conflict in the current matter. Cleared.

3.7 California Registered Agent

AMA's registered agent for service of process in California is Pacific Statutory Agents Inc., located at 2901 W. Alameda Avenue, Suite 200, Burbank, California 91505. The conflict search returned zero matches in the Firm's database. Cleared.

4. Matters Within Scope of Engagement

For purposes of this conflict check, the proposed engagement encompasses the following matters, for each of which the Firm seeks clearance to represent Aurelius Media Americas Inc.:

(a) Defense of *Fuentes v. Aurelius Media Americas Inc. — Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV38214 (filed November 1, 2022). This is a putative class action brought by named plaintiff Marisol Fuentes, individually and on behalf of all similarly situated current and former non-exempt production-support employees. The complaint alleges violations of the California Labor Code and applicable Industrial Welfare Commission Wage Orders, including claims for: (i) failure to provide compliant meal periods (Lab. Code §§ 226.7, 512); (ii) failure to authorize and permit rest periods (Lab. Code § 226.7); (iii) failure to compensate for off-the-clock work (Lab. Code §§ 510, 1194); (iv) misclassification of approximately 1,850 non-exempt production-support employees; (v) failure to provide accurate, itemized wage statements (Lab. Code § 226); (vi) failure to timely pay wages upon separation (Lab. Code §§ 201–203); and (vii) unfair competition (Bus. & Prof. Code § 17200 et seq.*). Plaintiffs seek class certification, restitution, statutory penalties, interest, and attorneys' fees.

(b) Defense of Anticipated Related/Consolidated Action by Derek Halloran. AMA in-house counsel advised that Mr. Halloran was expected to file a substantially similar class action complaint naming AMA as the defendant. That action was subsequently filed on November 18, 2022, as Halloran v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV39501. AMA anticipates that the Halloran action will be related to the Fuentes action and that a motion for consolidation will be filed.

(c) Defense of PAGA Representative Claims. Plaintiff Fuentes, through counsel Castellano Byrne & Salas LLP and anticipated co-counsel Veltrano Employment Law Group PC, served a PAGA notice letter on the California Labor & Workforce Development Agency ("LWDA") dated September 15, 2022, providing notice of alleged Labor Code violations on behalf of all aggrieved employees as defined under Labor Code § 2698 et seq. The PAGA claims are expected to be asserted as a separate cause of action within the Fuentes complaint or in a separate PAGA-only action, and may seek civil penalties under Labor Code § 2699(a) and (f) for the same underlying violations alleged in the class claims.

(d) Defense of Anticipated Individual Employment Dispute with Gavin Aldrich. AMA's in-house counsel identified Mr. Aldrich as a former senior executive who is likely to file an individual employment action against AMA arising from the circumstances of his separation. That action was subsequently filed on December 9, 2022, as Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV41087. The Firm's engagement encompasses the defense of Mr. Aldrich's claims (which are anticipated to include wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of California Labor Code § 970) and the prosecution of cross-claims by AMA against Mr. Aldrich relating to: (i) breach of post-employment restrictive covenant obligations contained in Mr. Aldrich's Executive Employment Agreement dated March 15, 2019; (ii) trade secret misappropriation under the California Uniform Trade Secrets Act (Civ. Code § 3426 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.); (iii) breach of fiduciary duty; and (iv) conversion of proprietary materials, including the alleged transmission of confidential AMA programming concepts, talent deal memoranda, and production budgets to Halcyon Creek Productions LLC.

The scope of the engagement may be expanded, upon mutual agreement of the Firm and the client, to include additional related matters as they arise, including but not limited to any regulatory investigations or administrative proceedings initiated by the California Division of Labor Standards Enforcement or the LWDA. Any expansion of scope will be accompanied by supplemental conflict searches.

5. Engagement Team

The following attorneys have been assigned to this engagement and have been individually screened through the Firm's personal conflicts process, which includes a review of prior employment, family relationships, financial interests, and other personal circumstances that could give rise to a conflict or the appearance of impropriety. No personal conflicts were identified for any member of the engagement team.

(a) Renata Vasquez — Responsible Partner, Labor & Employment Practice Group. Ms. Vasquez will serve as the attorney primarily responsible for the strategic direction and overall management of the engagement, client communications, and all court appearances in the class action and PAGA proceedings.

Direct Telephone: (213) 555-7200

Email: rvasquez@calderwoodharkness.com

(b) Bernard Crawford — Billing Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the billing partner for the engagement and will assist with substantive aspects of the representation as needed, with a particular focus on the Aldrich individual action and related cross-claims.

Direct Telephone: (213) 555-7214

Email: bcrawford@calderwoodharkness.com

(c) Devon Archer — Lead Associate, Labor & Employment Practice Group. Mr. Archer will serve as the lead associate on the engagement, responsible for day-to-day case management, discovery coordination, legal research, motion practice, and class certification analysis.

Direct Telephone: (213) 555-7238

Email: darcher@calderwoodharkness.com

(d) Nadia Petrov — Working Associate, Labor & Employment Practice Group. Ms. Petrov will assist with all aspects of the engagement, with a particular emphasis on wage-and-hour statutory analysis, document review, and deposition preparation.

Direct Telephone: (213) 555-7251

Email: npetrov@calderwoodharkness.com

All engagement team members have confirmed in writing, through the Firm's standard Personal Conflicts Questionnaire, that they have no personal relationships, financial interests, or prior professional engagements that would create a conflict or the appearance of a conflict with respect to any party, counsel, or entity identified in this memorandum.

6. Conclusion

Based upon the comprehensive conflict search conducted on October 28, 2022, through the Firm's IntegriCheck conflicts database, and based upon the supplemental searches and individual personal conflicts screenings described herein, no conflicts of interest were identified that would preclude the Firm's representation of Aurelius Media Americas Inc. in the above-referenced matters under California Rules of Professional Conduct 1.7 (Conflict of Interest: Current Clients) or 1.9 (Duties to Former Clients). No informed written consent from any current or former client is required in connection with this engagement.

Accordingly, the engagement may proceed, and a new matter engagement letter may be issued to the client. The engagement letter should be prepared by the Responsible Partner in accordance with the Firm's standard form and should reference this conflict check memorandum and the assigned Matter Number 1017-00004.

This memorandum will be retained in the Firm's central conflicts file maintained by the Office of the General Counsel and in the engagement file for Matter No. 1017-00004, in accordance with the Firm's document retention policies.

Should additional parties, counsel, affiliated entities, or other persons of interest be identified during the course of the engagement — whether through amended pleadings, discovery, the addition of putative class members as named plaintiffs, intervention, or otherwise — supplemental conflict checks will be conducted promptly and documented in a supplemental memorandum to this file. The Responsible Partner and the Lead Associate share responsibility for ensuring that supplemental checks are timely requested and completed.

7. Approval

Prepared by:

Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP

Date: November 1, 2022

Reviewed and Approved by:

Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP

Date: November 1, 2022

Filed: Conflicts Database / Matter File 1017-00004

CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is a confidential internal document of Calderwood & Harkness LLP prepared in connection with the Firm's conflict of interest analysis and is protected by the attorney work product doctrine. Distribution is limited to members of the engagement team and the Firm's Office of the General Counsel. This memorandum should not be disclosed to the client or to any third party without prior approval of the General Counsel.

Search Term	Matches	Disposition
Aurelius Global Media Group PLC	0	No prior engagements, adverse representations, or other database entries were identified for this entity. Cleared.
Aurelius Media Americas Inc.	0	No prior engagements, adverse representations, or other database entries were identified for this entity. Cleared.
Marisol Fuentes	1 hit — unrelated individual (estate planning client of the Firm's Trusts & Estates practice group, engaged in 2019; different date of birth and Social Security number confirmed through review of intake records)	Cleared — the individual identified in the database has been confirmed, through comparison of date of birth and last four digits of Social Security number, to be a different person from the named plaintiff in this matter. No conflict exists.
Derek Halloran	0	No matches were identified in the Firm's database. Cleared.
Yesenia Padilla	0	No matches were identified in the Firm's database. Cleared.
Gavin Aldrich	0	No matches were identified in the Firm's database. Cleared.
Castellano Byrne & Salas LLP	2 hits — (i) co-counsel relationship with Calderwood & Harkness in an unrelated wage-and-hour matter (Benavides v. Pacific Garden Centers LLC, C&H Matter No. 1017-00004) in 2020, in which both firms represented the defendant; that engagement concluded with a settlement and no current obligations remain; (ii) opposing counsel in Torres v. Brightside Hospitality Group Inc. (C&H Matter No. 1017-00004), a single-plaintiff wrongful termination action that was closed in 2021 following a defense verdict	Cleared — no current conflict exists. Both prior matters are closed, and neither gives rise to ongoing obligations, confidential information concerns, or other circumstances that would preclude the Firm from appearing adverse to Castellano Byrne & Salas LLP as counsel in this matter.
Marco Castellano	Same as above (associated with Castellano Byrne & Salas LLP firm-level entries)	Cleared.
Diane Salas	Same as above (associated with Castellano Byrne & Salas LLP firm-level entries)	Cleared.
Trevor Kim	0 (no independent hits beyond the Castellano Byrne & Salas LLP firm-level entries)	Cleared.
Veltrano Employment Law Group PC	0	No matches were identified in the Firm's database. Cleared.
Sandra Higuera	0	No matches were identified in the Firm's database. Cleared.
Whitfield & Associates	1 hit — opposing counsel in Harmon v. Meridian Pictures International Inc. (C&H Matter No. 1017-00004), a single-plaintiff breach of contract and fraud action in which Calderwood & Harkness represented the defendant; that matter was closed in 2018 following summary judgment in favor of the Firm's client	Cleared — no current conflict exists. The prior matter is closed with no ongoing obligations.
Cameron Whitfield	Same as above (associated with Whitfield & Associates firm-level entry)	Cleared.
Julia Nazarian	0	No matches were identified in the Firm's database. Cleared.
Halcyon Creek Productions LLC	0	No matches were identified in the Firm's database. Cleared.

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Engagement File — Matter No. 1017-00004
FROM: Devon Archer, Senior Associate, Labor & Employment
DATE: November 1, 2022
RE: Conflict Check Results — Aurelius Media Americas Inc. / Fuentes et al.
1. Summary
At the direction of Renata Vasquez, Responsible Partner for this engagement, a comprehensive conflict of interest check was conducted through the Firm's proprietary conflicts database system (IntegriCheck, Version 8.4.1) on October 28, 2022. The search was initiated following preliminary discussions between Ms. Vasquez and Gregory Tanaka, Vice President, Legal & Compliance, of Aurelius Media Americas Inc. ("AMA"), regarding the Firm's proposed engagement to represent AMA in connection with certain pending and anticipated employment litigation matters.
Specifically, the Firm has been asked to represent AMA, a wholly owned United States subsidiary of Aurelius Global Media Group PLC ("AGMG"), in the defense of a putative wage-and-hour class action filed by Marisol Fuentes and others in the Superior Court of the State of California, County of Los Angeles, as well as related matters, including anticipated Private Attorneys General Act ("PAGA") representative claims and anticipated individual employment claims by former senior executive Gavin Aldrich. The engagement encompasses both the defense of plaintiff-side claims and the prosecution of certain cross-claims and counterclaims on behalf of AMA against Mr. Aldrich. This matter has been assigned Calderwood & Harkness Matter Number 1017-00004.
In accordance with the Firm's Conflict of Interest Policy (Policy No. GC-2019-003, as amended September 2021) and applicable provisions of the California Rules of Professional Conduct (Rules 1.7 and 1.9), the search was designed to identify any current or former client relationships, adverse representations, co-counsel arrangements, or other circumstances that could give rise to a conflict of interest or the appearance of a conflict of interest in connection with the proposed engagement.
The conflict search covered the following categories of parties, counsel, and related entities:
(a) Client Entities. Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Companies House Registration No. 08412667), the ultimate parent entity; and Aurelius Media Americas Inc., a corporation organized under the laws of the State of Delaware (Secretary of State File No. 5284731), with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, the direct client and prospective party in interest.
(b) Named Plaintiff. Marisol Fuentes, former Production Coordinator in the Unscripted Programming Division of AMA, who resided at 4227 Los Feliz Boulevard, Apartment 6, Los Angeles, California 90027 at the time of her separation from employment.
(c) Anticipated Additional Named Plaintiffs. Derek Halloran, former Post-Production Assistant in AMA's Digital Content Division, who resided at 1518 N. Cahuenga Boulevard, Unit 3B, Hollywood, California 90028; and Yesenia Padilla, former Segment Coordinator in AMA's Live Events Division, who resided at 972 S. Figueroa Street, Apartment 1012, Los Angeles, California 90015. Both individuals were identified by AMA in-house counsel as likely to be added as named plaintiffs or to file related actions.
(d) Potential Individual Claimant. Gavin Aldrich, former Senior Vice President of Original Content and Executive Producer at AMA, who resided at 1140 Tower Road, Beverly Hills, California 90210. Mr. Aldrich was identified by AMA in-house counsel Gregory Tanaka as likely to file an individual employment action against AMA in connection with the circumstances of his separation, which also implicate potential cross-claims by AMA for breach of post-employment restrictive covenant obligations, trade secret misappropriation, breach of fiduciary duty, and conversion of proprietary materials.
(e) Plaintiffs' Counsel of Record. Castellano Byrne & Salas LLP (attorneys Marco Castellano, Diane Salas, and Trevor Kim), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025.
(f) Anticipated PAGA Co-Counsel. Veltrano Employment Law Group PC (attorney Sandra Higuera), located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, which AMA anticipates will serve as co-counsel on PAGA representative claims based on the firm's appearance on the PAGA notice letter submitted to the California Labor & Workforce Development Agency.
(g) Anticipated Counsel for Aldrich. Whitfield & Associates (attorneys Cameron Whitfield and Julia Nazarian), located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212, identified through a pre-litigation demand letter received by AMA's in-house legal department on October 12, 2022.
(h) Related Third-Party Entity. Halcyon Creek Productions LLC, a California limited liability company, identified in AMA's preliminary internal investigation as the entity to which Mr. Aldrich allegedly transmitted proprietary materials, including confidential programming concepts, talent deal memoranda, and production budgets, during and following his employment with AMA.
As set forth in detail below, no conflicts of interest were identified that would preclude the Firm's representation of AMA in any of the above-referenced matters.
2. Search Results
The following table sets forth the results of the conflict search conducted on October 28, 2022, through the IntegriCheck system. Each search term was run against the Firm's complete client, adverse party, co-counsel, and related-entity databases, encompassing all current and historical matters in the system dating back to the Firm's adoption of the electronic conflicts database in 2003. Where a search returned one or more matches, the match was individually reviewed and assessed for potential conflict implications. Dispositions are noted for each entry.
All search terms were run using both exact-match and fuzzy-match (phonetic variant) algorithms within IntegriCheck, consistent with the Firm's standard conflict search protocols. Alternate spellings and common abbreviations were also tested (e.g., "Aurelius Media," "AMA," "AGMG," "Halcyon Creek," "Castellano Byrne," "CB&S"). No additional matches were generated by these supplemental search variants beyond those reflected in the table above.
3. Additional Searches
In addition to the primary conflict searches described in Section 2, supplemental searches were conducted for individuals and entities reasonably anticipated to be involved in the engagement as witnesses, deponents, third-party service providers, insurers, or other participants. These additional searches were conducted to ensure comprehensive coverage and to identify potential issues at the outset of the engagement, consistent with the Firm's best practices for complex, multi-party employment litigation matters.
3.1 Key AMA Executives
The following individuals were identified by AMA in-house counsel Gregory Tanaka as key management personnel who may serve as witnesses, deponents, or Rule 30(b)(6) designees during the course of the litigation. Each name was run through the IntegriCheck system:
•  Jonathan Mercer, President, Aurelius Media Americas Inc. — zero matches.
•  Lorraine Okafor, Senior Vice President, Human Resources, Aurelius Media Americas Inc. — zero matches.
•  Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. — zero matches.
•  Celine Arroyo, Director of Production Operations, Aurelius Media Americas Inc. — zero matches.
•  Dwayne Prescott, Vice President of Unscripted Programming, Aurelius Media Americas Inc. — zero matches.
•  Karen Fong, Payroll Manager, Aurelius Media Americas Inc. — zero matches.
All of the foregoing individuals have been cleared. No conflicts or potential conflicts were identified.
3.2 Payroll and Timekeeping Vendor
AMA's payroll processing and timekeeping services are administered by NovaPay Solutions Inc., a Delaware corporation with offices at 2200 Powell Street, Suite 600, Emeryville, California 94608. NovaPay is expected to be a significant third-party custodian of relevant records and data in the putative class action, including time and attendance records, pay stubs, meal-period and rest-break logs, and payroll coding data for the approximately 1,850-member putative class. A conflict search for NovaPay Solutions Inc. returned zero matches in the Firm's database. Cleared.
3.3 Employment Practices Liability ("EPL") Insurer
AMA maintains an Employment Practices Liability insurance policy with Pemberton Mutual Assurance Co., a Connecticut-domiciled insurer (Policy No. PMA-EPL-2022-00837). The conflict search for Pemberton Mutual Assurance Co. returned zero matches for adverse representations. One hit was returned for a prior unrelated insurance coverage opinion rendered by the Firm's Insurance Recovery and Counseling practice group in 2017 (C&H Matter No. 1017-00004), in which the Firm provided a coverage analysis to a policyholder in connection with an unrelated claim under a different Pemberton policy. That prior engagement does not create a conflict with the current representation. The Firm did not represent Pemberton in that matter; rather, the Firm represented the policyholder. There is no expectation that Pemberton will be adverse to AMA in this engagement; to the contrary, Pemberton is expected to participate as AMA's EPL insurer and may fund a portion of the defense. Cleared.
3.4 Directors and Officers ("D&O") Insurer and Excess Carrier
AMA and its parent AGMG maintain Directors and Officers liability insurance coverage through the following carriers:
•  Redcliffe Specialty Insurance Ltd., a Bermuda-domiciled insurer with a United States branch (Policy No. RSI-DO-2022-04419) — the primary D&O carrier. The conflict search returned zero matches in the Firm's database. Cleared.
•  Ashford Re Ltd., a Bermuda-domiciled reinsurance company (Policy No. ARL-EX-2022-01102) — the excess D&O carrier. The conflict search returned zero matches in the Firm's database. Cleared.
The D&O coverage is noted here because the anticipated Aldrich individual employment action may implicate potential claims against individual officers and directors of AMA, which could trigger D&O policy obligations.
3.5 Insurance Broker
AMA's insurance program is brokered by Kestrel Risk Advisors Ltd., with offices at One Broadgate, London EC2M 2QS, United Kingdom. The conflict search returned zero matches in the Firm's database. Cleared.
3.6 External Auditor
AMA's external financial auditing services are provided by Graystone & Parr LLP, with offices at 200 Park Avenue, Suite 3500, New York, New York 10166. The conflict search returned one hit: a co-counsel relationship in an unrelated corporate transaction in 2016 (C&H Matter No. 1017-00004), in which Graystone & Parr served as the accounting advisor on a merger transaction and the Firm served as outside legal counsel to the acquiring entity. That engagement was closed in 2016, and no current engagement with or adverse to Graystone & Parr exists. The prior relationship does not give rise to a conflict in the current matter. Cleared.
3.7 California Registered Agent
AMA's registered agent for service of process in California is Pacific Statutory Agents Inc., located at 2901 W. Alameda Avenue, Suite 200, Burbank, California 91505. The conflict search returned zero matches in the Firm's database. Cleared.
4. Matters Within Scope of Engagement
For purposes of this conflict check, the proposed engagement encompasses the following matters, for each of which the Firm seeks clearance to represent Aurelius Media Americas Inc.:
(a) Defense of *Fuentes v. Aurelius Media Americas Inc. — Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV38214 (filed November 1, 2022). This is a putative class action brought by named plaintiff Marisol Fuentes, individually and on behalf of all similarly situated current and former non-exempt production-support employees. The complaint alleges violations of the California Labor Code and applicable Industrial Welfare Commission Wage Orders, including claims for: (i) failure to provide compliant meal periods (Lab. Code §§ 226.7, 512); (ii) failure to authorize and permit rest periods (Lab. Code § 226.7); (iii) failure to compensate for off-the-clock work (Lab. Code §§ 510, 1194); (iv) misclassification of approximately 1,850 non-exempt production-support employees; (v) failure to provide accurate, itemized wage statements (Lab. Code § 226); (vi) failure to timely pay wages upon separation (Lab. Code §§ 201–203); and (vii) unfair competition (Bus. & Prof. Code § 17200 et seq.*). Plaintiffs seek class certification, restitution, statutory penalties, interest, and attorneys' fees.
(b) Defense of Anticipated Related/Consolidated Action by Derek Halloran. AMA in-house counsel advised that Mr. Halloran was expected to file a substantially similar class action complaint naming AMA as the defendant. That action was subsequently filed on November 18, 2022, as Halloran v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV39501. AMA anticipates that the Halloran action will be related to the Fuentes action and that a motion for consolidation will be filed.
(c) Defense of PAGA Representative Claims. Plaintiff Fuentes, through counsel Castellano Byrne & Salas LLP and anticipated co-counsel Veltrano Employment Law Group PC, served a PAGA notice letter on the California Labor & Workforce Development Agency ("LWDA") dated September 15, 2022, providing notice of alleged Labor Code violations on behalf of all aggrieved employees as defined under Labor Code § 2698 et seq. The PAGA claims are expected to be asserted as a separate cause of action within the Fuentes complaint or in a separate PAGA-only action, and may seek civil penalties under Labor Code § 2699(a) and (f) for the same underlying violations alleged in the class claims.
(d) Defense of Anticipated Individual Employment Dispute with Gavin Aldrich. AMA's in-house counsel identified Mr. Aldrich as a former senior executive who is likely to file an individual employment action against AMA arising from the circumstances of his separation. That action was subsequently filed on December 9, 2022, as Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Central District, Case No. 22STCV41087. The Firm's engagement encompasses the defense of Mr. Aldrich's claims (which are anticipated to include wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of California Labor Code § 970) and the prosecution of cross-claims by AMA against Mr. Aldrich relating to: (i) breach of post-employment restrictive covenant obligations contained in Mr. Aldrich's Executive Employment Agreement dated March 15, 2019; (ii) trade secret misappropriation under the California Uniform Trade Secrets Act (Civ. Code § 3426 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.); (iii) breach of fiduciary duty; and (iv) conversion of proprietary materials, including the alleged transmission of confidential AMA programming concepts, talent deal memoranda, and production budgets to Halcyon Creek Productions LLC.
The scope of the engagement may be expanded, upon mutual agreement of the Firm and the client, to include additional related matters as they arise, including but not limited to any regulatory investigations or administrative proceedings initiated by the California Division of Labor Standards Enforcement or the LWDA. Any expansion of scope will be accompanied by supplemental conflict searches.
5. Engagement Team
The following attorneys have been assigned to this engagement and have been individually screened through the Firm's personal conflicts process, which includes a review of prior employment, family relationships, financial interests, and other personal circumstances that could give rise to a conflict or the appearance of impropriety. No personal conflicts were identified for any member of the engagement team.
(a) Renata Vasquez — Responsible Partner, Labor & Employment Practice Group. Ms. Vasquez will serve as the attorney primarily responsible for the strategic direction and overall management of the engagement, client communications, and all court appearances in the class action and PAGA proceedings.
Direct Telephone: (213) 555-7200
Email: rvasquez@calderwoodharkness.com
(b) Bernard Crawford — Billing Partner, Labor & Employment Practice Group. Mr. Crawford will serve as the billing partner for the engagement and will assist with substantive aspects of the representation as needed, with a particular focus on the Aldrich individual action and related cross-claims.
Direct Telephone: (213) 555-7214
Email: bcrawford@calderwoodharkness.com
(c) Devon Archer — Lead Associate, Labor & Employment Practice Group. Mr. Archer will serve as the lead associate on the engagement, responsible for day-to-day case management, discovery coordination, legal research, motion practice, and class certification analysis.
Direct Telephone: (213) 555-7238
Email: darcher@calderwoodharkness.com
(d) Nadia Petrov — Working Associate, Labor & Employment Practice Group. Ms. Petrov will assist with all aspects of the engagement, with a particular emphasis on wage-and-hour statutory analysis, document review, and deposition preparation.
Direct Telephone: (213) 555-7251
Email: npetrov@calderwoodharkness.com
All engagement team members have confirmed in writing, through the Firm's standard Personal Conflicts Questionnaire, that they have no personal relationships, financial interests, or prior professional engagements that would create a conflict or the appearance of a conflict with respect to any party, counsel, or entity identified in this memorandum.
6. Conclusion
Based upon the comprehensive conflict search conducted on October 28, 2022, through the Firm's IntegriCheck conflicts database, and based upon the supplemental searches and individual personal conflicts screenings described herein, no conflicts of interest were identified that would preclude the Firm's representation of Aurelius Media Americas Inc. in the above-referenced matters under California Rules of Professional Conduct 1.7 (Conflict of Interest: Current Clients) or 1.9 (Duties to Former Clients). No informed written consent from any current or former client is required in connection with this engagement.
Accordingly, the engagement may proceed, and a new matter engagement letter may be issued to the client. The engagement letter should be prepared by the Responsible Partner in accordance with the Firm's standard form and should reference this conflict check memorandum and the assigned Matter Number 1017-00004.
This memorandum will be retained in the Firm's central conflicts file maintained by the Office of the General Counsel and in the engagement file for Matter No. 1017-00004, in accordance with the Firm's document retention policies.
Should additional parties, counsel, affiliated entities, or other persons of interest be identified during the course of the engagement — whether through amended pleadings, discovery, the addition of putative class members as named plaintiffs, intervention, or otherwise — supplemental conflict checks will be conducted promptly and documented in a supplemental memorandum to this file. The Responsible Partner and the Lead Associate share responsibility for ensuring that supplemental checks are timely requested and completed.
7. Approval
Prepared by:
Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP
Date: November 1, 2022
Reviewed and Approved by:
Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP
Date: November 1, 2022
Filed: Conflicts Database / Matter File 1017-00004
CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is a confidential internal document of Calderwood & Harkness LLP prepared in connection with the Firm's conflict of interest analysis and is protected by the attorney work product doctrine. Distribution is limited to members of the engagement team and the Firm's Office of the General Counsel. This memorandum should not be disclosed to the client or to any third party without prior approval of the General Counsel.
Search Term | Matches | Disposition
Aurelius Global Media Group PLC | 0 | No prior engagements, adverse representations, or other database entries were identified for this entity. Cleared.
Aurelius Media Americas Inc. | 0 | No prior engagements, adverse representations, or other database entries were identified for this entity. Cleared.
Marisol Fuentes | 1 hit — unrelated individual (estate planning client of the Firm's Trusts & Estates practice group, engaged in 2019; different date of birth and Social Security number confirmed through review of intake records) | Cleared — the individual identified in the database has been confirmed, through comparison of date of birth and last four digits of Social Security number, to be a different person from the named plaintiff in this matter. No conflict exists.
Derek Halloran | 0 | No matches were identified in the Firm's database. Cleared.
Yesenia Padilla | 0 | No matches were identified in the Firm's database. Cleared.
Gavin Aldrich | 0 | No matches were identified in the Firm's database. Cleared.
Castellano Byrne & Salas LLP | 2 hits — (i) co-counsel relationship with Calderwood & Harkness in an unrelated wage-and-hour matter (Benavides v. Pacific Garden Centers LLC, C&H Matter No. 1017-00004) in 2020, in which both firms represented the defendant; that engagement concluded with a settlement and no current obligations remain; (ii) opposing counsel in Torres v. Brightside Hospitality Group Inc. (C&H Matter No. 1017-00004), a single-plaintiff wrongful termination action that was closed in 2021 following a defense verdict | Cleared — no current conflict exists. Both prior matters are closed, and neither gives rise to ongoing obligations, confidential information concerns, or other circumstances that would preclude the Firm from appearing adverse to Castellano Byrne & Salas LLP as counsel in this matter.
Marco Castellano | Same as above (associated with Castellano Byrne & Salas LLP firm-level entries) | Cleared.
Diane Salas | Same as above (associated with Castellano Byrne & Salas LLP firm-level entries) | Cleared.
Trevor Kim | 0 (no independent hits beyond the Castellano Byrne & Salas LLP firm-level entries) | Cleared.
Veltrano Employment Law Group PC | 0 | No matches were identified in the Firm's database. Cleared.
Sandra Higuera | 0 | No matches were identified in the Firm's database. Cleared.
Whitfield & Associates | 1 hit — opposing counsel in Harmon v. Meridian Pictures International Inc. (C&H Matter No. 1017-00004), a single-plaintiff breach of contract and fraud action in which Calderwood & Harkness represented the defendant; that matter was closed in 2018 following summary judgment in favor of the Firm's client | Cleared — no current conflict exists. The prior matter is closed with no ongoing obligations.
Cameron Whitfield | Same as above (associated with Whitfield & Associates firm-level entry) | Cleared.
Julia Nazarian | 0 | No matches were identified in the Firm's database. Cleared.
Halcyon Creek Productions LLC | 0 | No matches were identified in the Firm's database. Cleared.

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