CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Engagement File — Matter No. 1017-00004
FROM: Renata Vasquez
DATE: November 10, 2022
RE: Staffing Plan — Fuentes v. Aurelius Media Americas Inc. and Related Matters
1. Purpose and Scope
This memorandum establishes the staffing plan for the defense of Aurelius Media Americas Inc. ("AMA") in connection with the following pending and anticipated matters:
(a) Fuentes v. Aurelius Media Americas Inc., Los Angeles Superior Court Case No. 22STCV38214 (the "Class Action"), a putative class action alleging wage and hour violations under the California Labor Code and related statutes, filed on behalf of a proposed class of non-exempt hourly and salaried employees of AMA;
(b) anticipated related and consolidated actions, including a second anticipated complaint to be filed by Derek Halloran asserting overlapping class claims and individual retaliation claims, which we expect to be consolidated with the Fuentes action upon filing;
(c) representative claims under the Private Attorneys General Act of 2004, Cal. Lab. Code §§ 2698–2699.8 ("PAGA"), which are asserted both in the Fuentes complaint and which may be asserted in the anticipated Halloran filing; and
(d) the anticipated individual employment action by former Senior Vice President Gavin Aldrich against AMA, which has been filed as Aldrich v. Aurelius Media Americas Inc., Los Angeles Superior Court Case No. 22STCV41087 (the "Aldrich Action"), asserting claims for wrongful termination, breach of the implied covenant of good faith and fair dealing, defamation, and declaratory relief regarding the enforceability of certain restrictive covenants in Mr. Aldrich's Employment Agreement dated January 12, 2019.
The staffing plan set forth in this memorandum has been designed to comply with AMA's Outside Counsel Guidelines (the "OCGs"), dated March 15, 2021, and specifically with Section 4.3 thereof, which requires advance written approval for the assignment of more than four timekeepers to a single matter. As detailed below, the engagement team consists of four attorneys plus one paralegal. This composition was confirmed by Gregory Tanaka, VP, Legal & Compliance of AMA, in the OCG Compliance Confirmation (Document 5 in the matter file), executed on November 4, 2022.
The engagement was opened under C&H Matter No. 1017-00004 on November 1, 2022, following a conflicts check completed on October 28, 2022. The engagement letter, executed by Mr. Tanaka on behalf of AMA on November 1, 2022, governs the terms of the representation and incorporates by reference the OCGs.
This staffing plan should be read in conjunction with the Phase-Based Litigation Budget (Document 6), the Preliminary Case Assessment Memorandum (Document 7), and the Insurance Coverage Memorandum (Document 8), each of which is maintained in the engagement file. Any material changes to this staffing plan will be documented in a supplemental memorandum and communicated to Mr. Tanaka in accordance with OCG Section 4.3.
2. Engagement Team — Attorney Assignments
The following four attorneys have been assigned to this engagement. Each attorney's role, responsibilities, billing rate, and estimated time allocation are set forth below.
2.1 Renata Vasquez — Partner (Responsible Attorney)
Role: Responsible partner for the entire engagement; primary client contact; strategic oversight; court appearances (including class certification hearing and final approval hearing); mediation lead; settlement authority discussions.
Direct Line: (213) 555-7200 Email: rvasquez@calderwoodharkness.com Billing Rate: $1,125 per hour Estimated Time Allocation: Approximately 25–30% of available time will be dedicated to this matter throughout the engagement.
Key Responsibilities:
Overall Litigation Strategy and Case Assessment. Ms. Vasquez will be responsible for the development, refinement, and execution of the overall litigation strategy for both the Class Action and the Aldrich Action. This includes the initial case assessment, ongoing evaluation of litigation risk, identification of dispositive issues, and formulation of settlement posture. Ms. Vasquez will coordinate with Mr. Crawford on insurance-related strategic considerations and will ensure that litigation strategy is aligned with AMA's broader business objectives as communicated by Mr. Tanaka and Mr. Mercer.
Client Relationship Management. Ms. Vasquez will serve as the primary point of contact for AMA's legal and executive team throughout the engagement. She will maintain regular communication with Gregory Tanaka (VP, Legal & Compliance, AMA), Philippa Cartwright (General Counsel, Aurelius Global Media Group ("AGMG")), and Jonathan Mercer (President, AMA). Regular status updates — in the form of weekly email summaries and bi-weekly calls, or at such other frequency as the client may request — will be provided to Mr. Tanaka. Significant developments (including any adverse rulings, settlement demands, or media inquiries) will be communicated to Mr. Tanaka and Ms. Cartwright promptly upon occurrence.
Lead Counsel at Mediation. Ms. Vasquez will serve as lead counsel at all mediation sessions before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. This will include preparation of the mediation brief, development of the settlement demand/response framework, lead negotiation during the mediation session(s), and post-mediation follow-up as necessary. Settlement authority discussions with AMA and, as applicable, with Pemberton Mutual Assurance Co. (AMA's EPL carrier) will be led by Ms. Vasquez in coordination with Mr. Crawford.
Attendance at Key Depositions. Ms. Vasquez will attend, in whole or in part, the following depositions: (i) the Person Most Knowledgeable ("PMK") depositions of Lorraine Okafor (VP, Human Resources, AMA) and Celine Arroyo (Director of Compensation & Benefits, AMA), which are expected to be central to class certification and liability issues; and (ii) the deposition of Gavin Aldrich in the Aldrich Action. Mr. Archer will serve as examining or defending counsel at these depositions, with Ms. Vasquez providing real-time strategic guidance and, where appropriate, conducting supplemental examination.
Court Appearances. Ms. Vasquez will present oral argument at the class certification hearing and, if settlement is reached, at the preliminary and final approval hearings before the Honorable Raymond Escobedo, Department 34, Los Angeles Superior Court. Ms. Vasquez will also handle any other critical court appearances, including hearings on dispositive motions and any motion for reconsideration.
Review and Approval of Work Product. All significant filings and work product — including the answer, demurrer, class certification opposition, mediation briefs, settlement agreements, and any motions — will be reviewed and approved by Ms. Vasquez before submission to the court or opposing counsel. Research memoranda addressing novel or significant legal issues will likewise be submitted to Ms. Vasquez for review.
Settlement Authority Recommendations and Negotiations. Ms. Vasquez will prepare and present settlement authority recommendations to AMA, in coordination with Mr. Crawford's analysis of insurance coverage implications. She will lead all settlement negotiations, whether in the context of mediation, informal discussions with opposing counsel, or structured settlement conferences.
Supervision of Engagement Team. Ms. Vasquez will oversee the work of all team members and will hold weekly internal team meetings to coordinate work streams, address resource allocation, and ensure adherence to deadlines and budget.
2.2 Bernard Crawford — Partner (Billing Attorney)
Role: Billing partner; budget oversight and monthly reporting; insurance coordination; periodic strategic review.
Direct Line: (213) 555-7214 Email: bcrawford@calderwoodharkness.com Billing Rate: $1,075 per hour Estimated Time Allocation: Approximately 10–15% of available time will be dedicated to this matter throughout the engagement.
Key Responsibilities:
Budget Management. Mr. Crawford will be responsible for the preparation and ongoing management of the phase-based litigation budget, which currently projects total fees and costs of $3,450,000 for the engagement. He will maintain actual-to-budget tracking on a phase-by-phase basis and will prepare monthly variance reports for internal review and submission to AMA as requested. If actual expenditures in any phase are projected to exceed the budgeted amount by more than ten percent (10%), Mr. Crawford will notify Mr. Tanaka promptly and provide a revised budget estimate with an explanation of the variance.
Monthly Invoicing and Status Reports. Mr. Crawford will oversee the preparation and submission of monthly invoices in compliance with AMA's OCGs, Section 6.2, which requires that invoices be submitted within thirty (30) days of the end of each billing period, include UTBMS task-based billing codes, and provide sufficient narrative detail to permit review by AMA's legal department and by Pemberton Mutual Assurance Co.'s outside auditing firm. Mr. Crawford will also prepare monthly status reports summarizing work performed, significant developments, and anticipated activities for the upcoming month.
Quarterly Strategic Updates. Mr. Crawford, in coordination with Ms. Vasquez, will prepare and deliver quarterly strategic updates to AMA's legal and executive team. These updates may be provided in the form of a written memorandum or via conference call, at the client's preference. Quarterly updates will include an assessment of litigation risk, budget status, settlement posture, and any recommended changes to litigation strategy.
Insurance Coordination — EPL Tender to Pemberton Mutual Assurance Co. Mr. Crawford will serve as the primary point of contact for all insurance-related matters. With respect to AMA's employment practices liability ("EPL") insurance, Mr. Crawford will manage the tender of the Class Action and the Aldrich Action to Pemberton Mutual Assurance Co. under EPL Policy No. PMA-EPL-2022-00837, including the preparation of the initial notice of claim, supplemental notices as required, and ongoing correspondence with Pemberton's claims examiner and coverage counsel. Mr. Crawford will track the erosion of the $5,000,000 self-insured retention ("SIR") applicable under the Pemberton policy and will advise AMA when the SIR is projected to be exhausted so that carrier involvement in settlement discussions and defense cost reimbursement may be timely initiated.
Insurance Coordination — D&O Notice to Redcliffe Specialty Insurance Ltd. Mr. Crawford will prepare and submit the required notice of claim to Redcliffe Specialty Insurance Ltd. under Directors & Officers Policy No. RSI-DO-2022-04419. While the D&O policy is not expected to be the primary source of coverage for the Class Action or the Aldrich Action, notice is being provided on a precautionary basis given the nature of certain allegations against individual officers of AMA. Mr. Crawford will coordinate with Redcliffe and, as applicable, with Ashford Reinsurance Limited ("Ashford Re"), Redcliffe's reinsurer, regarding any coverage determinations.
Insurance Broker Liaison. Mr. Crawford will serve as the primary liaison with AMA's insurance broker, Kestrel Risk Advisors Ltd., and specifically with Samuel Okonkwo, Managing Director, regarding coordination of insurance notices, policy interpretation questions, and renewal considerations arising from the pending litigation.
Coverage Analysis and Reservation of Rights Review. Mr. Crawford will review and analyze any reservation of rights letters issued by Pemberton or Redcliffe, prepare responsive correspondence as appropriate, and advise AMA regarding the scope of coverage, potential coverage defenses, and any actions that may be necessary to preserve coverage rights. He will also analyze allocation issues that may arise in connection with any settlement, including the allocation of settlement funds between insured and self-funded portions, and will work with Ms. Vasquez to structure any settlement in a manner that maximizes insurance recovery.
Coordination with Pemberton's Coverage Counsel. Mr. Crawford will maintain regular contact with Pemberton's coverage counsel to facilitate defense cost reimbursement, obtain carrier consent to settlement as required under the EPL policy, and address any coverage disputes that may arise during the engagement.
Pre-Approval of Expenses. In accordance with OCG Section 5.1, Mr. Crawford will obtain pre-approval from Mr. Tanaka for any individual expense item exceeding $5,000, including expert witness fees, court reporter charges, e-discovery processing and hosting costs, and third-party vendor charges.
2.3 Devon Archer — Senior Associate (Lead Associate)
Role: Lead associate with day-to-day management of all litigation work streams; primary brief writer; deposition counsel; expert coordination; discovery oversight.
Direct Line: (213) 555-7238 Email: darcher@calderwoodharkness.com Billing Rate: $785 per hour Estimated Time Allocation: Approximately 60–70% of available time will be dedicated to this matter throughout the engagement.
Key Responsibilities:
Drafting of Significant Pleadings, Motions, and Briefs. Mr. Archer will serve as the primary drafter of all significant pleadings, motions, and briefs filed on behalf of AMA in both the Class Action and the Aldrich Action. This includes, without limitation: the Answer to the Fuentes complaint; the Demurrer (if filed) to certain causes of action; the opposition to Plaintiffs' motion for class certification; the preliminary and final approval motions in the event of settlement of the Class Action; the Answer to Mr. Aldrich's complaint in the Aldrich Action; and the Cross-Complaint to be filed by AMA against Mr. Aldrich asserting claims for breach of the Employment Agreement, breach of fiduciary duty, and misappropriation of trade secrets. All significant filings will be submitted to Ms. Vasquez for review and approval prior to filing.
Depositions — Taking and Defending. Mr. Archer will serve as examining counsel for depositions of the named plaintiffs in the Class Action, including Maria Fuentes, Derek Halloran, and Rosa Padilla, and will also take the deposition of Gavin Aldrich in the Aldrich Action. Mr. Archer will defend the depositions of AMA's PMK witnesses and fact witnesses, including Lorraine Okafor (VP, Human Resources), Celine Arroyo (Director of Compensation & Benefits), Howard Fong (Director of Information Technology), and, in the Aldrich Action, Jonathan Mercer (President) and Andrew Prescott (Chief Financial Officer).
Witness Preparation. Mr. Archer will lead the preparation of all AMA witnesses for deposition, including preparation sessions addressing the anticipated scope of examination, key documents, and testimony strategy. Ms. Vasquez will participate in witness preparation sessions for Ms. Okafor, Ms. Arroyo, and Mr. Mercer. Mr. Archer will prepare detailed deposition outlines and document binders for each AMA witness in advance of their depositions.
Oversight of Written discovery. Mr. Archer will oversee all written discovery in both matters, including the propounding and responding to interrogatories, requests for production of documents, and requests for admission. While Ms. Petrov will serve as the primary drafter of discovery responses and propounded discovery, Mr. Archer will review all discovery before it is served and will provide strategic direction on discovery scope and objection strategy.
Expert Witness Coordination. Mr. Archer will manage the retention and coordination of AMA's expert witnesses: Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, who will serve as AMA's expert on industrial/organizational psychology matters relating to job classification and the commonality of AMA's employment practices; and Dr. Catherine Lindstrom of Hargrove Analytics Inc., who will serve as AMA's damages and economics expert. Mr. Archer's responsibilities will include defining the scope of each expert's engagement, providing case materials and data for analysis, reviewing draft expert reports, and preparing expert declarations in support of the class certification opposition or other filings. Ms. Petrov will assist Mr. Archer with data gathering and coordination tasks related to the experts.
Analysis of Plaintiffs' Expert. Mr. Archer will conduct a detailed analysis of the expert report and opinions of Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, including an assessment of the admissibility of Dr. Rennick's opinions under Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747, and preparation of any evidentiary challenge or motion in limine directed at Dr. Rennick's testimony. Ms. Petrov will assist with research on the applicable evidentiary standards and on Dr. Rennick's prior testimony and publications.
Mediation and Settlement Support. Mr. Archer will prepare mediation briefs and supporting analyses for both the Class Action and the Aldrich Action mediations, working under the direction of Ms. Vasquez. He will attend all mediation sessions and provide litigation support and analysis during the mediation process. Following mediation, Mr. Archer will lead the drafting and negotiation of settlement agreements, releases, and related documentation.
Case Management. Mr. Archer will attend case management conferences and handle routine court correspondence and scheduling matters. He will maintain the litigation timeline and ensure compliance with all court-ordered deadlines.
Supervision. Mr. Archer will directly supervise the work of Ms. Petrov and Ms. Meng on tasks assigned under this engagement, including the review of research memoranda, discovery drafts, and document organization. Mr. Archer will provide regular feedback and guidance to ensure the quality and efficiency of all work product.
2.4 Nadia Petrov — Associate (Working Associate)
Role: Working associate with primary responsibility for legal research, discovery, and settlement administration; secondary brief writing support.
Direct Line: (213) 555-7251 Email: npetrov@calderwoodharkness.com Billing Rate: $625 per hour Estimated Time Allocation: Approximately 80–90% of available time will be dedicated to this matter throughout the engagement.
Key Responsibilities:
Legal Research and Memoranda Drafting. Ms. Petrov will serve as the primary legal researcher for the engagement, preparing detailed research memoranda on all significant legal issues as they arise. Anticipated research topics include, but are not limited to:
(i) the enforceability of restrictive covenants under California Business & Professions Code § 16600 and its application to the non-compete, non-solicitation, and non-disclosure provisions in Mr. Aldrich's Employment Agreement;
(ii) choice-of-law analysis for the Aldrich Employment Agreement, Section 14.3 of which contains a New York choice-of-law provision, including analysis under California's governmental interest test and the enforceability of choice-of-law provisions in employment agreements involving California-based employees;
(iii) standing and procedural requirements for PAGA representative claims, including analysis of the impact of Viking River Cruises, Inc. v. Moriana (2022) 596 U.S. 639 on the PAGA claims in this matter;
(iv) applicable Industrial Welfare Commission ("IWC") Wage Orders and their impact on class definition, overtime classification, and meal and rest break requirements for the putative class;
(v) risk assessment of AMA's auto-deduction policy for meal periods, including analysis of Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58 and related authority; and
(vi) such additional research topics as may be identified by Ms. Vasquez or Mr. Archer during the course of the engagement.
Written discovery. Ms. Petrov will be the primary drafter of all written discovery in both the Class Action and the Aldrich Action. This includes: AMA's responses to Plaintiffs' interrogatories and requests for production of documents; AMA's propounded discovery to named plaintiffs Maria Fuentes, Derek Halloran, and Rosa Padilla; AMA's propounded discovery to Gavin Aldrich in the Aldrich Action; and responses to any discovery propounded by Mr. Aldrich to AMA. All written discovery will be reviewed by Mr. Archer prior to service.
Meet-and-Confer Correspondence. Ms. Petrov will prepare meet-and-confer correspondence with opposing counsel — Janice Kwon of Kwon & Associates LLP (counsel for Fuentes and the putative class) and Martin Hargrove of Hargrove Berman & Weil LLP (counsel for Aldrich) — regarding discovery disputes, including disputes over the scope of document production, privilege assertions, interrogatory responses, and ESI search methodology. Ms. Petrov will participate in telephonic meet-and-confer sessions and will prepare letters and joint stipulations as needed to resolve disputes without court intervention where possible.
ESI Protocol Negotiation and E-discovery Coordination. Ms. Petrov will take the lead on the negotiation of the parties' ESI protocol, including the form of production, search methodology, de-duplication parameters, privilege log format, and proportionality considerations. Ms. Petrov will coordinate with Marlowe Asset Management Litigation Technology Inc. (600 Anton Boulevard, Suite 900, Costa Mesa, CA 92626) on all aspects of electronic discovery, including document collection, processing, hosting, and production. She will work with the Litigation Support Group to develop and test search terms, supervise any technology-assisted review ("TAR") workflow, and conduct quality control review of productions.
Third-Party Subpoena Preparation and Compliance Coordination. Ms. Petrov will prepare subpoenas for third-party records and testimony, with a particular focus on the subpoena to NovaPay Solutions Inc. ("NovaPay"), AMA's third-party payroll processor and timekeeping vendor. Ms. Petrov will coordinate with Marcus Yee (Director of Client Data Services, NovaPay) regarding the production of TimeTrack Pro timekeeping data, payroll records, and related documentation for the putative class period. She will also handle compliance coordination with NovaPay's counsel to ensure timely and complete production of responsive records.
Deposition Preparation Assistance. Ms. Petrov will assist Mr. Archer with deposition preparation, including fact gathering from AMA's records, identification and organization of key documents for use at depositions, and drafting of deposition outlines. Ms. Petrov will attend selected depositions to assist with document management and real-time issue identification.
Aldrich Restrictive Covenant Analysis and Cross-Complaint Research Support. Ms. Petrov will prepare the detailed legal analysis of the enforceability of the restrictive covenants in Mr. Aldrich's Employment Agreement under California and New York law, and will provide research support for the cross-complaint that AMA intends to file against Mr. Aldrich. This includes research on the elements and defenses applicable to claims for breach of contract, breach of fiduciary duty, and misappropriation of trade secrets under both the California Uniform Trade Secrets Act (Cal. Civ. Code §§ 3426–3426.11) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836).
Settlement Administration Support. In the event of settlement of the Class Action, Ms. Petrov will support the settlement administration process, including review of class notice materials, analysis of claims data, and tracking of objections and opt-outs. Ms. Petrov will coordinate with Ms. Meng on the logistical aspects of settlement administration.
Tax Treatment Analysis. Ms. Petrov will research and prepare a memorandum analyzing the tax treatment of settlement payments in both the Class Action and the Aldrich Action, including the proper characterization of payments as wages versus non-wage income, withholding requirements, and the tax implications of any settlement allocation. This analysis will be reviewed by Mr. Crawford.
Insurance Coverage Correspondence Support. Ms. Petrov will provide research support to Mr. Crawford on insurance coverage issues, including analysis of coverage provisions, exclusions, and conditions in the Pemberton EPL policy and the Redcliffe D&O policy.
3. Support Staff
3.1 Sophia Meng — Paralegal
Role: Paralegal support for both the Class Action and the Aldrich Action work streams.
Billing Rate: $375 per hour
Key Responsibilities:
Document Management. Ms. Meng will be responsible for the organization, indexing, and management of AMA's document production in both the Class Action and the Aldrich Action. The anticipated volume of AMA's document production is approximately 150,000 documents comprising approximately 1.2 million pages. Ms. Meng will maintain a comprehensive document database, ensure consistent Bates numbering and coding, and coordinate with Marlowe Asset Management Litigation Technology Inc. on the hosting and production of documents. She will also organize and index documents produced by opposing parties and third parties.
Exhibit Preparation. Ms. Meng will prepare exhibit binders and electronic exhibit sets for depositions, motions, and court filings. This includes the identification, selection, and formatting of exhibits in accordance with court rules and the preferences of examining counsel.
Court Filing and Service of Process Coordination. Ms. Meng will coordinate the filing of all pleadings, motions, and other documents with the Los Angeles Superior Court, including electronic filing via the court's e-filing system. She will ensure timely and proper service of all filings on all parties and will maintain proof of service records.
Cite-Checking. Ms. Meng will cite-check all briefs, motions, and memoranda prepared by the engagement team to verify the accuracy of legal citations, confirm the current status of cited authorities, and ensure compliance with applicable citation format requirements.
Settlement Administration Support. Ms. Meng will coordinate with Meridian Settlement Services LLC (Angela Truong, Principal Contact, 1600 E. Fourth Street, Suite 240, Santa Ana, CA 92701) regarding class notice distribution, claims processing, check issuance, and fund administration. Ms. Meng will track the claims rate, assist with skip-tracing for undeliverable notices, and prepare status reports on the claims process for the team's review.
Billing Support. Ms. Meng will assist Mr. Crawford with time entry review, invoice compilation, and invoice submission to AMA and to Pemberton Mutual Assurance Co. She will ensure that all time entries are coded to the appropriate UTBMS task codes and that invoices comply with the format and content requirements of the OCGs.
Litigation Hold Tracking. Ms. Meng will maintain records of litigation hold notices issued to AMA custodians, track custodian acknowledgments, and follow up with non-responsive custodians to ensure compliance with AMA's preservation obligations. Ms. Petrov will oversee the substantive aspects of the litigation hold, with Ms. Meng providing administrative and tracking support.
Calendar Management. Ms. Meng will maintain the litigation calendar for the engagement, tracking all discovery deadlines, court dates, filing deadlines, and internal milestones. She will distribute calendar updates to the engagement team on a weekly basis and will provide advance notice of upcoming deadlines.
3.2 Litigation Support Specialist (E-discovery)
Role: As-needed support from Calderwood & Harkness's internal Litigation Support Group for e-discovery tasks. The Litigation Support Group's time is billed as a hard cost rather than as professional time; accordingly, no individual timekeeper is assigned, and this role does not count toward the four-timekeeper limit under OCG Section 4.3.
Key Responsibilities:
Coordination with Marlowe Asset Management Litigation Technology Inc. The Litigation Support Group will coordinate with Marlowe Asset Management Litigation Technology Inc. on all technical aspects of document collection, processing, hosting, and production, including specification of processing parameters, load file formats, and production specifications.
Search Term Development and Testing. The Litigation Support Group will assist Ms. Petrov in developing and testing search terms and queries to identify responsive documents within AMA's document universe. This will include iterative testing of search terms, sampling of hit rates, and refinement of search methodology to ensure both comprehensiveness and proportionality.
De-Duplication and Quality Control Review. The Litigation Support Group will oversee de-duplication of documents across custodians and data sources and will conduct quality control review of productions to identify and correct any errors, omissions, or formatting issues prior to service on opposing parties.
Technology-Assisted Review (TAR) Oversight. If the engagement team determines that technology-assisted review is appropriate for any portion of the document review, the Litigation Support Group will manage the TAR workflow, including seed set selection, training of the predictive coding algorithm, validation testing, and documentation of the TAR process for purposes of any challenge by opposing counsel.
Data Extraction Coordination with NovaPay Solutions. The Litigation Support Group will coordinate with NovaPay Solutions Inc. regarding the extraction and formatting of TimeTrack Pro timekeeping data, including clock-in/clock-out records, meal period deduction records, overtime calculations, and payroll summary data for the putative class period. This data is expected to be central to both liability and damages analysis in the Class Action.
4. Division of Responsibility by Work Stream
The following tables set forth the division of responsibility among engagement team members for each major work stream within the engagement. For each work stream, the "Primary" column identifies the team member with principal responsibility, and the "Secondary" column identifies the team member providing support or oversight.
4.1 Class Action — *Fuentes v. AMA* (Case No. 22STCV38214)
4.2 Aldrich Individual Action (Case No. 22STCV41087)
4.3 Insurance Coordination and Administration
4.4 Budget, Billing, and Administration
5. Estimated Hours by Phase
The following table sets forth the estimated hours by engagement phase for each timekeeper. These estimates are based on the engagement team's current assessment of the scope and complexity of the matters and are intended to inform budgeting and resource allocation. They should be read in conjunction with the Phase-Based Litigation Budget (Document 6).
Notes:
(a) The estimates set forth above are subject to revision as the engagement develops. Factors that may cause actual hours to vary materially from these estimates include, but are not limited to: the scope and duration of discovery; the number of depositions required; the extent of motion practice; the timing and outcome of mediation; the resolution or expansion of the Aldrich Action; and any unforeseen developments such as intervenor filings, interlocutory appeals, or regulatory investigations.
(b) Actual hours will be tracked and reported on a monthly basis in accordance with OCG Section 6.2. If actual hours in any phase are projected to exceed the estimate set forth above by more than ten percent (10%), the engagement team will promptly notify Mr. Tanaka and provide a revised estimate.
(c) The estimates above represent the initial projection based on the assumption that both matters will resolve through settlement without trial. No trial phase has been budgeted. If either the Class Action or the Aldrich Action proceeds to trial, a supplemental staffing plan and budget will be prepared and submitted to AMA for review and approval in advance of trial preparation.
(d) Litigation Support Group time is not reflected in the above table, as it is billed as a hard cost. Estimated Litigation Support Group costs are set forth in the Phase-Based Litigation Budget (Document 6).
6. Diversity Compliance
Pursuant to AMA's OCG Section 8.1, the engagement team assigned to any significant litigation matter must meet AMA's diversity requirements, which provide that a meaningful percentage of the attorneys assigned to the engagement shall be members of underrepresented groups, including but not limited to attorneys who are women, persons of color, LGBTQ+ individuals, or persons with disabilities.
Of the four attorneys assigned to this engagement, three self-identify as members of one or more underrepresented groups, as confirmed in the OCG Compliance Confirmation (Document 5) submitted to Mr. Tanaka on November 4, 2022. The engagement team's composition accordingly satisfies the diversity requirements of AMA's Outside Counsel Guidelines, and Calderwood & Harkness remains committed to maintaining a diverse engagement team throughout the duration of this matter.
In the event that staffing changes are made during the engagement, the firm will ensure that the diversity composition of the engagement team continues to meet or exceed the requirements of OCG Section 8.1. Any concerns regarding diversity compliance should be directed to Ms. Vasquez.
7. Staffing Changes and Communication Protocol
Any material staffing changes — including the addition of new timekeepers, the substitution of one timekeeper for another, or the removal of a timekeeper from the engagement — will be communicated to Gregory Tanaka in advance, in accordance with OCG Section 4.3. For purposes of this provision, a "material staffing change" includes the assignment of any new attorney or paralegal to the engagement, regardless of the anticipated duration or scope of the assignment, as well as any change in the identity of the responsible partner or lead associate.
If an additional associate, paralegal, or other professional is needed due to case developments — such as the commencement of trial preparation, the filing of an interlocutory appeal, the addition of new parties, or a significant expansion in the scope of discovery — Calderwood & Harkness will seek prior written approval from AMA before assigning any additional timekeepers to the matter. Any request for additional staffing will include a description of the circumstances giving rise to the need, the proposed role and estimated hours for the additional timekeeper, and the impact on the engagement budget.
To facilitate transparency and compliance with AMA's billing guidelines and Pemberton's audit review of invoices, all attorney time entries will include sufficient narrative detail to identify the specific task performed, the legal issue or work stream to which the entry relates, and the phase code applicable under the Phase-Based Litigation Budget. Block billing and vague time entries (e.g., "review documents," "legal research," "case analysis") will be avoided in favor of task-specific descriptions that permit meaningful review by AMA and its insurers.
The engagement team will conduct weekly internal status meetings, and Ms. Vasquez will provide weekly email status updates to Mr. Tanaka summarizing key activities and developments. Bi-weekly calls between Ms. Vasquez and Mr. Tanaka are scheduled for Thursdays at 2:00 p.m. Pacific, or at such other times as may be mutually agreed. Urgent matters will be communicated to Mr. Tanaka by telephone or email immediately upon occurrence.
8. Contact Information
The following table sets forth the contact information for each attorney on the engagement team:
Firm Address:
Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7100 Facsimile: (213) 555-7101
Primary Client Contacts:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc.
Email: gtanaka@aureliusmedia.com
Philippa Cartwright General Counsel Aurelius Global Media Group
Email: pcartwright@aureliusmedia.com
This memorandum is confidential attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by the engagement team and authorized client representatives. Any unauthorized disclosure, reproduction, or distribution of this memorandum is strictly prohibited.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Renata Vasquez
Title: Partner — Employment Litigation
Date: November 10, 2022
| Work Stream | Primary | Secondary |
| Pleadings (Answer, Demurrer, Case Management) | Devon Archer | Nadia Petrov |
| Written discovery (Propounding and Responding) | Nadia Petrov | Devon Archer |
| ESI Protocol and E-discovery Management | Nadia Petrov | Sophia Meng / Litigation Support |
| Third-Party Subpoenas (NovaPay, etc.) | Nadia Petrov | Devon Archer |
| Depositions — Named Plaintiffs (Fuentes, Halloran, Padilla) | Devon Archer | Renata Vasquez (attend key sessions) |
| Depositions — AMA Witnesses (Okafor, Arroyo, Fong) | Devon Archer | Renata Vasquez (preparation and attendance at Okafor and Arroyo PMK depositions) |
| Expert Coordination (Makhija — I/O; Lindstrom — Economics) | Devon Archer | Nadia Petrov |
| Analysis of Plaintiffs' Expert (Rennick) | Devon Archer | Nadia Petrov |
| Class Certification Briefing (Opposition) | Devon Archer | Renata Vasquez (strategic direction, review, and oral argument) |
| Mediation and Settlement (Class) | Renata Vasquez | Devon Archer |
| Preliminary and Final Approval Motions | Devon Archer | Nadia Petrov / Sophia Meng |
| Settlement Administration Coordination (Meridian) | Nadia Petrov | Sophia Meng |
| Work Stream | Primary | Secondary |
| Pleadings — Answer to Aldrich Complaint | Devon Archer | Nadia Petrov |
| Pleadings — Cross-Complaint (AMA v. Aldrich) | Devon Archer | Nadia Petrov |
| Restrictive Covenant Enforceability Analysis (§ 16600) | Nadia Petrov | Renata Vasquez |
| Choice-of-Law Analysis (§ 14.3 — NY vs. CA) | Nadia Petrov | Renata Vasquez |
| "For Cause" Termination Analysis | Devon Archer | Nadia Petrov |
| Written discovery (Propounding and Responding) | Nadia Petrov | Devon Archer |
| Motion Practice (Motion to Compel; Opposition to Motion to Strike) | Devon Archer | Nadia Petrov |
| Depositions — Gavin Aldrich | Devon Archer | Renata Vasquez (attend) |
| Depositions — AMA Witnesses (Mercer, Prescott) | Devon Archer | Renata Vasquez (attend Mercer deposition) |
| Mediation and Settlement (Aldrich) | Renata Vasquez | Devon Archer |
| Settlement Agreement Drafting and Negotiation | Devon Archer | Nadia Petrov |
| Tax Treatment Analysis | Nadia Petrov | Bernard Crawford (review) | ||||
| Work Stream | Primary | Secondary | ||||
| EPL Tender and Coverage (Pemberton) | Bernard Crawford | Renata Vasquez | ||||
| D&O Notice (Redcliffe / Ashford Re) | Bernard Crawford | Renata Vasquez | ||||
| Insurance Broker Liaison (Kestrel Risk Advisors) | Bernard Crawford | — | ||||
| Coverage Analysis and Reservation of Rights Review | Bernard Crawford | Nadia Petrov (research support) | ||||
| Settlement Contribution Authorization | Bernard Crawford | Renata Vasquez | ||||
| SIR Erosion Tracking | Bernard Crawford | Sophia Meng (tracking support) | ||||
| Work Stream | Primary | Secondary | ||||
| Budget Preparation and Monitoring | Bernard Crawford | Sophia Meng | ||||
| Monthly Invoicing and Status Reports | Bernard Crawford | Sophia Meng | ||||
| Quarterly Strategic Updates | Bernard Crawford / Renata Vasquez | — | ||||
| Litigation Hold Administration | Nadia Petrov | Sophia Meng | ||||
| Conflict Checks (Ongoing) | Devon Archer | Sophia Meng | ||||
| Phase | Vasquez | Crawford | Archer | Petrov | Meng | Total |
| 1 — Case Assessment & Setup | 30 | 15 | 50 | 45 | 25 | 165 |
| 2 — Pleadings & Initial Motions | 20 | 5 | 80 | 60 | 40 | 205 |
| 3 — Discovery (Written & ESI) | 25 | 10 | 100 | 200 | 90 | 425 |
| 4 — Depositions | 45 | 5 | 140 | 80 | 45 | 315 |
| 5 — Expert Engagement & Reports | 15 | 5 | 80 | 50 | 15 | 165 |
| 6 — Class Certification Opposition | 50 | 5 | 130 | 75 | 35 | 295 |
| 7 — Mediation & Settlement (Class) | 60 | 15 | 70 | 40 | 20 | 205 |
| 8 — Settlement Approval Process | 25 | 10 | 65 | 55 | 40 | 195 |
| 9 — Aldrich Individual Action | 80 | 10 | 180 | 130 | 35 | 435 |
| 10 — Insurance Coordination | 10 | 55 | 10 | 15 | 10 | 100 |
| Estimated Total | ~360 | ~135 | ~905 | ~750 | ~355 | ~2,505 |
| Timekeeper | Phone | |||||
| Renata Vasquez (Partner) | (213) 555-7200 | rvasquez@calderwoodharkness.com | ||||
| Bernard Crawford (Partner) | (213) 555-7214 | bcrawford@calderwoodharkness.com | ||||
| Devon Archer (Sr. Associate) | (213) 555-7238 | darcher@calderwoodharkness.com | ||||
| Nadia Petrov (Associate) | (213) 555-7251 | npetrov@calderwoodharkness.com |