1017-00004 · Entities. Aurelius Global Media Group · Settlement Approval

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

DECLARATION OF MARCO CASTELLANO IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Filed: September 22, 2023

I, Marco Castellano, declare as follows:

1. I am the founding partner of the law firm Castellano Byrne & Salas LLP ("CB&S"), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025. I am a member of the California State Bar and have been admitted to practice law in the State of California since 2001. Over the course of more than twenty-two years of legal practice, I have specialized in wage-and-hour class actions and representative actions brought under the Private Attorneys General Act of 2004 ("PAGA"), Cal. Lab. Code §§ 2698 et seq., with a particular concentration in the entertainment and hospitality industries. I have served as lead counsel or co-lead counsel in more than forty wage-and-hour class actions and PAGA actions that have resulted in court-approved settlements totaling in excess of $225 million in aggregate recoveries for class members and aggrieved employees.

I serve as Lead Class Counsel in this action, together with my partner Diane Salas and associate Trevor Kim, both of CB&S. Our co-counsel in this matter is Veltrano Employment Law Group PC, through its partner Sandra Higuera, with offices at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. Veltrano serves as PAGA co-counsel and has taken principal responsibility for the PAGA claims and the derivative claims arising under California Labor Code section 226. I make this declaration based upon my personal knowledge, upon the records and files of this case maintained by CB&S, and upon information reasonably relied upon by attorneys in the ordinary course of their practice. If called as a witness, I could and would competently testify to all of the matters stated herein.

2. This declaration is submitted in support of Plaintiffs' Motion for Preliminary Approval of the Class Action Settlement reached between the Parties. Set forth below is a summary of the procedural history of this litigation, the extensive investigation and discovery that preceded settlement, the arm's-length negotiations that produced the settlement, and the reasons why Class Counsel believes the settlement is fair, reasonable, and adequate and merits preliminary approval by this Court.

Procedural History of the Litigation. On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint in this Court (Case No. 22STCV38214) against Defendant Aurelius Media Americas Inc. ("AMA"), a Delaware corporation qualified to do business in California, with its principal offices located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned United States subsidiary of Aurelius Global Media Group PLC ("AGMG"), a United Kingdom–headquartered public limited company listed on the London Stock Exchange under the ticker symbol LSE: AGMG. The Fuentes complaint asserted claims on behalf of a putative class of current and former non-exempt, hourly employees of AMA in California for various wage-and-hour violations.

On November 18, 2022, Plaintiff Derek Halloran filed a related action against AMA in this Court (Case No. 22STCV39501), asserting substantially overlapping wage-and-hour claims on behalf of a similar putative class. The Halloran complaint was deemed related to the Fuentes action and assigned to the same department.

On February 3, 2023, this Court (Hon. Raymond Escobedo, presiding) entered an Order consolidating the Fuentes and Halloran actions, designating Case No. 22STCV38214 as the lead case for all purposes, and directing that all future filings be made under the lead case number. Pursuant to the consolidation order and a subsequent stipulation of the parties, Yesenia Padilla was added as a named plaintiff in the Consolidated Complaint filed in the lead case.

AMA, through its counsel of record, Calderwood & Harkness LLP, filed its Answer and Affirmative Defenses to the Consolidated Complaint on February 17, 2023. AMA's Answer denied all material allegations of the Consolidated Complaint and asserted twenty-four affirmative defenses, including, among others, that AMA had complied with all applicable provisions of the California Labor Code and applicable IWC Wage Orders, that class treatment was inappropriate, that individualized issues predominated, and that Plaintiffs' claims were barred in whole or in part by applicable statutes of limitation.

An Initial Case Management Conference was held before the Court on March 10, 2023, at which the Court set a discovery schedule and established deadlines for class certification briefing, expert disclosures, and other pretrial matters.

3. The Consolidated Complaint asserts seven causes of action on behalf of a putative class of approximately 1,850 current and former non-exempt, hourly employees of AMA who worked in the State of California at any time during the class period. As defined in the settlement, the class period runs from November 1, 2018 through October 31, 2023. The seven causes of action are as follows:

(1) Failure to provide compliant meal periods, in violation of California Labor Code sections 226.7 and 512;

(2) Failure to provide compliant rest periods, in violation of California Labor Code section 226.7;

(3) Failure to pay overtime compensation, in violation of California Labor Code sections 510 and 1194;

(4) Failure to pay minimum wage, in violation of California Labor Code sections 1197 and 1197.1;

(5) Failure to provide accurate, itemized wage statements, in violation of California Labor Code section 226;

(6) Waiting time penalties for failure to timely pay all wages due upon separation of employment, in violation of California Labor Code sections 201 through 203; and

(7) Unfair business practices, in violation of California Business and Professions Code section 17200 et seq.

In addition to these class claims, the Consolidated Complaint asserts PAGA representative claims on behalf of all aggrieved employees, based on the same underlying facts and alleged violations of the same Labor Code provisions. A PAGA notice was timely filed with the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022, identifying each of the specific Labor Code provisions that Plaintiffs alleged had been violated by AMA. The LWDA's sixty-five-day response period expired on November 14, 2022, and the LWDA took no action in response to the notice, thereby permitting Plaintiffs to pursue PAGA claims on behalf of the State.

AMA operates seven California production facilities — located in Studio City, Burbank, El Segundo, Hollywood, Culver City, Santa Monica, and Glendale — and employs workers across fourteen distinct show units encompassing unscripted programming, scripted programming, digital content, live events, and post-production. AMA's California workforce is primarily governed by Industrial Welfare Commission ("IWC") Wage Order 12, which applies to the Motion Picture Industry.

The core factual contention underlying Plaintiffs' claims is that AMA's NovaPay Solutions "TimeTrack Pro" electronic timekeeping system implemented an automatic thirty-minute meal period deduction for all employee shifts of six hours or more, without providing employees with an adequate mechanism to report missed, late, shortened, or interrupted meal periods. As a result, Plaintiffs allege, AMA systematically failed to pay meal period premium wages to employees who did not receive compliant meal periods, resulting in derivative violations of the wage statement, waiting time penalty, and UCL statutes.

4. Before filing the initial complaint, Class Counsel conducted an extensive pre-filing investigation into the factual and legal bases for Plaintiffs' claims. This investigation included the following:

(a) Named Plaintiff Interviews. Class Counsel conducted multiple detailed interviews with each of the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — regarding their employment experiences at AMA, including their job duties, work schedules, meal and rest break practices, timekeeping procedures, pay practices, and interactions with supervisors and production managers concerning break policies. These interviews spanned multiple sessions and were supplemented by the collection and review of the named plaintiffs' personal employment records, including pay stubs, work schedules, and employment offer letters.

(b) Public Information Review. Class Counsel reviewed publicly available information regarding AMA and its parent company AGMG, including AGMG's annual reports and financial disclosures filed with the London Stock Exchange. Based on this review, Class Counsel determined that AGMG reported consolidated revenue for fiscal year 2022 of approximately £2.14 billion (approximately $2.47 billion at prevailing exchange rates), with AMA's United States operations contributing revenue of approximately $687.4 million. AMA's California headcount was reported at approximately 2,400 employees, of whom approximately 1,850 were classified as non-exempt, hourly employees — the population that forms the putative class.

(c) Legal Analysis. Class Counsel analyzed the applicable IWC Wage Orders, with particular emphasis on Wage Order 12 (Motion Picture Industry), and the California Labor Code provisions at issue, including the meal and rest period requirements of sections 226.7 and 512, the overtime and minimum wage provisions of sections 510, 1194, 1197, and 1197.1, and the wage statement requirements of section 226. Class Counsel also analyzed the relevant case law, including the California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, and subsequent appellate authority concerning the employer's duty to provide meal periods and the effect of automatic meal period deductions on class certification.

(d) Preliminary Damages Analysis. Class Counsel retained Pinnacle Economic Consulting Group LLC, through its principal, Dr. Howard Rennick (Palo Alto, California), to conduct a preliminary damages analysis. Dr. Rennick reviewed available public information regarding AMA's workforce size, average hourly rates, and typical shift patterns to develop a preliminary estimate of aggregate class damages, which informed Class Counsel's pre-filing assessment of the viability and value of Plaintiffs' claims.

(e) Employee Handbook and Scheduling Review. Class Counsel reviewed publicly available excerpts from AMA's employee handbook and production scheduling information, including materials posted on AMA's internal employee portal that had been shared by the named plaintiffs. These materials included AMA's written meal and rest period policy, which stated that employees were "provided with" meal periods but did not describe the process by which employees could report missed or interrupted breaks.

(f) PAGA Notice. Class Counsel prepared and served the required PAGA notice on the LWDA on September 15, 2022, in accordance with California Labor Code section 2699.3. The notice identified each specific Labor Code provision alleged to have been violated by AMA and set forth the factual basis for the alleged violations. The LWDA's sixty-five-day response period expired on November 14, 2022, without any action taken by the LWDA, thereby authorizing Plaintiffs to pursue PAGA claims.

5. Following the filing of the consolidated action, the parties engaged in extensive formal discovery over a period of approximately eight months, from January 2023 through August 2023. The scope and volume of discovery were substantial, reflecting the complexity of the claims and the size of the putative class. The principal categories of discovery are summarized below.

(a) Document Production. AMA produced a total of 147,832 documents, comprising approximately 1.2 million pages, including timekeeping records, payroll data, human resources files, policy manuals, memoranda and internal communications regarding meal and rest break policies, production schedules, employee complaints, TimeTrack Pro system configuration documents, and audit logs. Plaintiffs produced 3,412 documents, consisting primarily of the named plaintiffs' personal employment records, communications with AMA, and records supporting their individual claims.

(b) Written discovery. Plaintiffs propounded two sets of Special Interrogatories, totaling seventy-eight interrogatories, and one set of Form Interrogatories (Employment Law), as well as sixty-two Requests for Production of Documents directed to AMA. AMA served responsive answers and document productions, which were supplemented as necessary following meet-and-confer discussions between counsel regarding the adequacy and completeness of certain responses. AMA also propounded written discovery to Plaintiffs, including Form Interrogatories, Special Interrogatories, and Requests for Admission directed to each of the three named plaintiffs.

(c) Third-Party discovery. A third-party subpoena was served on NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and timekeeping system provider, headquartered in Emeryville, California. The subpoena required NovaPay to produce all timekeeping records, payroll data, system configuration records, user manuals, audit logs, and related documentation pertaining to AMA employees during the class period. NovaPay produced responsive documents following a meet-and-confer process regarding scope and privilege objections. Additionally, NovaPay's Director of Client Data Services, Marcus Yee, was deposed regarding the configuration and operation of the TimeTrack Pro system as deployed for AMA, including the automatic thirty-minute meal period deduction feature and the "Missed Meal Attestation" override feature. Mr. Yee's testimony was significant because he confirmed that the Missed Meal Attestation feature was a configurable module that had to be individually activated by the employer for each facility, and that AMA had activated the feature at only four of its seven California facilities.

(d) ESI Protocol. The parties negotiated and stipulated to an ESI Protocol, which was entered by the Court on January 13, 2023. The protocol governed the format, scope, methodology, and search terms for electronic discovery, including specifications for the production of electronically stored information in native and near-native formats. AMA's electronic discovery was processed and hosted by Marlowe Asset Management Litigation Technology Inc. (Costa Mesa, California), an e-discovery vendor retained by AMA's counsel.

(e) Protective Order. A Stipulated Protective Order was entered by the Court on February 15, 2023, governing the designation, handling, and use of information designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only." The Protective Order was necessary given the volume of sensitive employee data, proprietary business information, and payroll records exchanged during discovery.

(f) Depositions. A total of eighteen depositions were taken during the course of the litigation — eleven by Plaintiffs and seven by AMA. The deponents included:

(i) All three named plaintiffs: Marisol Fuentes (deposed by AMA counsel), Derek Halloran (deposed by AMA counsel), and Yesenia Padilla (deposed by AMA counsel);

(ii) AMA's designated Person Most Knowledgeable witnesses on three categories: Lorraine Okafor, Senior Vice President of Human Resources, designated as PMK on topics relating to timekeeping policies, meal and rest break policies, and employee training; Celine Arroyo, Director of Production Operations, designated as PMK on topics relating to production scheduling, staffing, and facility-level break practices; and Karen Fong, Payroll Manager, designated as PMK on topics relating to payroll processing, timekeeping data, and the TimeTrack Pro system;

(iii) Jonathan Mercer, President of AMA, deposed regarding AMA's corporate structure, business operations, decision-making regarding wage-and-hour compliance, and the implementation of the TimeTrack Pro system;

(iv) Marcus Yee of NovaPay Solutions, deposed as a third-party custodian regarding system configuration and data;

(v) Three show unit Production Managers — Supervisors at the Studio City, Burbank, and Hollywood facilities — who testified regarding on-the-ground meal and rest break practices, production schedules, and the interaction between production demands and employee break compliance; and

(vi) Four former AMA employees, identified through pre-filing investigation and discovery, who testified regarding their personal experiences with meal and rest breaks, timekeeping, and the Missed Meal Attestation feature.

The discovery process was thorough and provided Class Counsel with a comprehensive understanding of the factual landscape underlying Plaintiffs' claims, including both the strengths and the vulnerabilities of the class-wide theories.

6. Class Counsel retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (Palo Alto, California) as Plaintiffs' economics and damages expert. Dr. Rennick is a labor economist with over fifteen years of experience in employment litigation matters, with particular expertise in the analysis of timekeeping and payroll data in wage-and-hour class actions.

Dr. Rennick submitted his expert report on April 28, 2023. In his report, Dr. Rennick calculated aggregate class damages of approximately $38.6 million, inclusive of $12.2 million in estimated PAGA penalties. Dr. Rennick's methodology relied upon a detailed analysis of the TimeTrack Pro timekeeping data produced by AMA and NovaPay. Specifically, Dr. Rennick identified all shifts during the class period in which the automatic thirty-minute meal period deduction was applied, and calculated the resulting meal period premiums that would have been owed under California Labor Code section 226.7 if the meal periods reflected by the auto-deductions were not in fact provided to employees. Dr. Rennick further calculated rest period premiums, off-the-clock overtime resulting from unrecorded work performed during auto-deducted meal periods, wage statement penalties under California Labor Code section 226, and PAGA penalties under California Labor Code section 2699(f). His damages model assumed a 100% violation rate for shifts subject to the auto-deduction at the three facilities where the Missed Meal Attestation feature was not activated, and a violation rate derived from statistical sampling at the four facilities where the feature was activated.

AMA retained two defense experts. First, Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (Mountain View, California), an industrial and organizational psychologist, submitted an expert report dated May 19, 2023, in which he opined that the putative class lacked commonality because meal and rest break practices varied significantly across AMA's seven California facilities and fourteen show units. Dr. Makhija relied upon supervisor declarations, facility-level policy documents, and scheduling data to argue that individualized inquiry into the circumstances of each employee's breaks would be required to determine liability. Second, Dr. Catherine Lindstrom of Hargrove Analytics Inc. (Los Angeles, California), an economist specializing in employment damages, submitted a rebuttal report dated June 9, 2023, in which she calculated alternative aggregate damages of approximately $5.8 million. Dr. Lindstrom's lower figure was based on a different set of assumptions, including a significantly lower violation rate, the exclusion of PAGA penalties, and the application of offsets for employees who did in fact receive and take compliant meal periods, as reflected in attestation data at the four facilities where the feature was activated.

Class Counsel carefully reviewed the defense expert reports and considered their implications for both class certification and the ultimate settlement valuation. The substantial gap between the parties' damages estimates — $38.6 million versus $5.8 million — illustrates the genuine dispute regarding the magnitude of damages and the risks inherent in proceeding to trial.

7. On April 14, 2023, Plaintiffs filed their Motion for Class Certification, supported by declarations from the three named plaintiffs, from Dr. Rennick, and from Class Counsel, along with a compendium of exhibits drawn from the discovery record. Plaintiffs sought certification of a class defined to include all current and former non-exempt, hourly employees of AMA who worked in California during the class period and who were subject to the automatic meal period deduction in the TimeTrack Pro system.

AMA filed its Opposition to the Motion for Class Certification on June 16, 2023. The Opposition was supported by declarations from Lorraine Okafor, Celine Arroyo, and Karen Fong, as well as expert declarations from Dr. Makhija and Dr. Lindstrom, and a compendium of exhibits. AMA argued that Plaintiffs could not establish predominance, commonality, or typicality because meal and rest break practices varied widely across AMA's facilities and show units, and that individual issues — including whether each employee actually received a compliant meal period — would predominate over common issues.

Plaintiffs filed their Reply in support of the Motion for Class Certification on July 7, 2023. The Court held a hearing on the motion on July 28, 2023, at which the Court heard extensive oral argument from both sides and questioned counsel regarding the implications of the auto-deduction system, the Missed Meal Attestation feature, and the variation across facilities.

On August 11, 2023, the Court issued a detailed written Order granting class certification in part and denying it in part. The Court's rulings were as follows:

Certified Claims: The Court certified the following claims for class treatment: (1) the first meal period claim (failure to provide compliant first meal periods, based on the auto-deduction theory); (2) the wage statement claim under California Labor Code section 226 (derivative of the meal period claim); and (3) the UCL claim under California Business and Professions Code section 17200 (derivative of the meal period claim). The Court also confirmed that the PAGA claim would proceed as a representative action on behalf of all aggrieved employees.

Denied Claims: The Court denied certification of the following claims: the second meal period claim (for shifts exceeding ten hours), the rest period claim, the off-the-clock and overtime claims, the minimum wage claim, and the waiting time penalties claim. The Court found that each of these claims required individualized inquiry into the circumstances of each employee's work experience that could not be resolved on a class-wide basis through common proof.

The certified class was defined as: "All current and former non-exempt, hourly employees of Aurelius Media Americas Inc. who worked in the State of California at any time from November 1, 2018 through the date of preliminary approval of any class settlement, who were subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system." The estimated size of the certified class is approximately 1,850 individuals.

The Court appointed Marisol Fuentes, Derek Halloran, and Yesenia Padilla as class representatives and appointed Castellano Byrne & Salas LLP as lead class counsel, with Veltrano Employment Law Group PC as PAGA co-counsel.

8. Following entry of the class certification order, the parties promptly turned their attention to settlement discussions. Both sides recognized that the certification order — which certified certain claims but denied others — created a dynamic in which meaningful settlement discussions could be productive, as both sides faced significant risks in the event of continued litigation.

The parties agreed to engage in mediation facilitated by an experienced, retired judicial officer. The Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067, was retained as the mediator. Judge Okoro is a retired Los Angeles Superior Court Judge who served for twenty-five years on the bench, including extensive experience presiding over complex employment class actions, and has mediated numerous wage-and-hour class action settlements since her retirement. She is widely recognized as one of the foremost employment class action mediators in Southern California.

Mediation Session No. 1 (August 25, 2023). The first mediation session was a full-day session, lasting approximately seven hours. The following individuals participated: for Plaintiffs — Marco Castellano, Diane Salas, and Trevor Kim of CB&S, along with named plaintiff Marisol Fuentes, who attended in person, and PAGA co-counsel Sandra Higuera of Veltrano Employment Law Group PC, who participated by telephone; for AMA — defense counsel Renata Vasquez and Devon Archer of Calderwood & Harkness LLP (777 South Flower Street, Suite 4200, Los Angeles, California 90017), along with AMA's in-house counsel Gregory Tanaka, Vice President of Legal and Compliance, and Lorraine Okafor, Senior Vice President of Human Resources, who participated by telephone.

In advance of the mediation, the parties submitted confidential mediation briefs to Judge Okoro setting forth their respective positions on liability, damages, and the range of reasonable settlement. During the mediation session, both sides presented their positions in a joint session before the mediator and then engaged in a caucus-based negotiation process. Plaintiffs' opening settlement demand was $28 million. AMA's opening offer was $8 million. Over the course of the day, through multiple rounds of offers and counteroffers conveyed through the mediator, the parties made substantial progress in narrowing the gap between their respective positions. However, a gap remained at the conclusion of Session No. 1, and the parties did not reach agreement that day. Judge Okoro recommended that the parties schedule a follow-up session and continue discussions in the interim.

Mediation Session No. 2 (September 8, 2023). The second mediation session was also a full-day session, lasting approximately nine hours. The same participants attended. The parties resumed negotiations with the benefit of additional reflection on the mediator's proposals and further internal analysis by each side. Through the continued caucus process, with Judge Okoro shuttling between the parties and offering her own assessments of the strengths and weaknesses of each side's positions, the parties made further movement toward a resolution. After extensive arm's-length negotiation, the parties reached a tentative settlement agreement on all material terms at the conclusion of the second session.

At no point during either mediation session was there any collusion, coordination, or agreement between the parties regarding the allocation of attorneys' fees or the treatment of any component of the settlement in a manner intended to benefit counsel at the expense of the class. The settlement was the product of hard-fought, adversarial, arm's-length negotiations conducted in good faith through an experienced and respected mediator.

9. The material terms of the proposed settlement, as set forth in the Settlement Agreement executed by both parties on September 15, 2023 and attached as Exhibit 1 to the Motion for Preliminary Approval, are summarized below:

Gross Settlement Amount. The Gross Settlement Amount ("GSA") is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00). The GSA is non-reversionary — meaning that no portion of the GSA will revert to AMA under any circumstances. AMA will fund the entire GSA into a Qualified Settlement Fund within thirty (30) days of the Court's entry of a final approval order.

Class Period. November 1, 2018 through October 31, 2023.

Estimated Class Size. Approximately 1,850 individuals.

Released Claims. Class members who do not opt out of the settlement will provide a broad release of all class, PAGA, and individual wage-and-hour claims arising from the operative facts alleged in the Consolidated Complaint, including both the claims that were certified for class treatment (first meal period auto-deduction, wage statement under Cal. Lab. Code § 226, and UCL under Cal. Bus. & Prof. Code § 17200) and the claims that were not certified for class treatment (rest period, off-the-clock and overtime, minimum wage, second meal period, and waiting time penalties). The release also encompasses all PAGA claims based on the same underlying Labor Code violations. The scope of the release is a material component of the settlement and was the subject of significant negotiation between the parties.

PAGA Payment. Seven Hundred Fifty Thousand Dollars ($750,000.00) of the GSA is allocated to PAGA penalties. In accordance with California Labor Code section 2699(i), seventy-five percent (75%) of the PAGA allocation — $562,500.00 — will be paid to the LWDA, and twenty-five percent (25%) — $187,500.00 — will be distributed to aggrieved employees.

Class Representative Service Awards (subject to Court approval):

Marisol Fuentes: $15,000.00

Derek Halloran: $10,000.00

Yesenia Padilla: $10,000.00

Total Service Awards: $35,000.00

Settlement Administration Costs. Three Hundred Eighty-Five Thousand Dollars ($385,000.00) from the GSA, to be paid to Meridian Settlement Services LLC, the proposed claims administrator, located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701 (principal contact: Angela Truong). This amount covers all costs of settlement administration, including notice distribution, skip tracing for undeliverable notices, claims processing, fund administration and accounting, tax reporting, and check distribution.

Attorneys' Fees. Thirty-three and one-third percent (33.33%) of the GSA, totaling $4,916,175.00, subject to Court approval. The basis for this request is detailed below.

Litigation Costs. Up to Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00) in documented litigation costs incurred by Class Counsel, subject to Court approval.

Net Settlement Fund. After deduction of all of the foregoing amounts, the Net Settlement Fund ("NSF") available for distribution to class members is calculated as follows:

$14,750,000.00 (GSA)

– $4,916,175.00 (Attorneys' Fees)

– $412,300.00 (Litigation Costs)

– $35,000.00 (Service Awards)

– $385,000.00 (Administration Costs)

– $750,000.00 (PAGA Payment)

= $8,251,525.00 (Net Settlement Fund)

Estimated Average Individual Payment. $8,251,525.00 ÷ 1,850 class members = approximately $4,460.00 per class member. Actual individual payments will vary based on the distribution formula described below.

Distribution Formula. The NSF will be distributed on a pro rata basis to all class members who do not submit valid requests for exclusion. Individual settlement shares will be calculated using a weighted formula: sixty percent (60%) of each class member's pro rata share is based on the number of weeks worked during the class period, and forty percent (40%) is based on the number of recorded overtime hours worked during the class period. This formula was designed to ensure that class members who worked more during the class period — and thus were more likely to have experienced the alleged violations — receive a proportionally larger share of the settlement fund.

Tax Allocation. Settlement payments will be allocated as follows for tax purposes: fifty percent (50%) as wages (subject to applicable withholding for federal and state income taxes, FICA, and other payroll taxes); thirty-three and one-third percent (33.33%) as interest and penalties (reported on IRS Form 1099); and sixteen and sixty-seven hundredths percent (16.67%) as non-wage damages (reported on IRS Form 1099). The employer's share of payroll taxes on the wage portion will be paid by AMA separately and in addition to the GSA.

Opt-Out Threshold. If the number of class members who submit valid requests for exclusion (opt-outs) exceeds five percent (5%) of the total class — i.e., ninety-three (93) or more individuals — AMA has the right, in its sole discretion, to void the settlement and terminate the Settlement Agreement.

Cy Pres. Any funds remaining from settlement checks that are not cashed within one hundred eighty (180) days of issuance will be donated to the Legal Aid Foundation of Los Angeles, a non-profit organization providing free legal services to low-income individuals and communities in Los Angeles County.

No Admission of Liability. AMA expressly denies all of Plaintiffs' allegations and admits no liability in connection with the settlement. The settlement is entered into solely for the purpose of resolving disputed claims and avoiding the burden, expense, and uncertainty of continued litigation.

The Settlement Agreement was fully executed by both parties on September 15, 2023.

10. Based on my more than twenty-two years of experience litigating wage-and-hour class actions in California, including successful resolution of more than forty such cases, it is my professional opinion that the proposed settlement is fair, reasonable, and adequate, and that it provides meaningful and substantial relief to the class.

The GSA of $14,750,000.00 represents approximately 38.2% of Plaintiffs' expert's total damages calculation of $38.6 million. In my experience, settlements in comparable California wage-and-hour class actions typically fall in the range of fifteen to forty percent (15%–40%) of the plaintiff's claimed exposure, depending on the strength of the claims and defenses, the stage of litigation at which settlement is reached, the risks of continued litigation, and other relevant factors. This settlement falls at the upper end of that range, reflecting the strength of Plaintiffs' claims on the certified auto-deduction theory while also accounting for the meaningful litigation risks that Plaintiffs faced.

The settlement amount reflects a careful evaluation of the following factors:

(a) Strength of the Certified Claims. The Court's class certification order recognized a strong common question regarding AMA's automatic meal period deduction system. Specifically, the Court found that the low utilization rates of the Missed Meal Attestation feature — ranging from only two to four percent (2%–4%) at the four facilities where the feature was activated — raised "serious questions about whether the feature was effectively communicated to employees and whether employees had a meaningful opportunity to report missed or shortened meal periods." The Court further noted that at three of AMA's seven California facilities (Studio City, Burbank, and El Segundo), the Missed Meal Attestation feature was not activated at all, meaning that employees at those facilities had no mechanism within the timekeeping system to report that a meal break was missed or shortened. These findings created a powerful common question — whether the auto-deduction system, coupled with the absence or underutilization of the attestation feature, resulted in the systematic failure to pay meal period premiums — that strongly favored class-wide resolution.

(b) Litigation Risks. Despite the favorable certification order, Plaintiffs faced meaningful risks if the case proceeded to trial. First, AMA's defense expert, Dr. Lindstrom, valued aggregate damages at only $5.8 million, less than one-sixth of Dr. Rennick's $38.6 million estimate. The substantial gap between the experts' opinions meant that even if Plaintiffs prevailed at trial, the damages award could be significantly lower than the amount claimed. Second, AMA's central defense was that the automatic deduction accurately reflected compliant meal periods for the majority of employees, and that under the California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the employer's legal obligation is to provide meal breaks, not to ensure that employees take them. AMA argued that the auto-deduction was a default setting reflecting the norm rather than an indication of a violation, and that employees who missed meal periods could and should have reported them through available channels. Third, even within the certified class, AMA argued that significant variation existed across its fourteen show units and seven facilities, and that individualized inquiry into whether specific employees actually received compliant meal periods would predominate over common questions at the merits stage, potentially leading to decertification.

(c) Non-Certified Claims Released. The settlement provides for the release of claims that were not certified for class treatment, including the rest period claim, the off-the-clock and overtime claim, the minimum wage claim, the second meal period claim, and the waiting time penalties claim. While these claims remain legally viable for individual pursuit by class members who opt out of the settlement, the decision to release them as part of the global settlement was a product of arm's-length negotiation and is reflected in the GSA. Class Counsel negotiated for a higher gross settlement amount in exchange for the broader release, thereby providing meaningful additional value to class members who would otherwise face the burden and expense of pursuing these claims individually.

(d) PAGA Penalties. Plaintiffs' expert calculated $12.2 million in PAGA penalties. However, courts have broad discretion under California Labor Code section 2699(e)(2) to reduce PAGA penalties, and in practice, courts routinely exercise that discretion to award penalties that are substantially lower than the statutory maximum. The $750,000 PAGA allocation in the settlement reflects a realistic and good-faith assessment of the penalties that would likely be awarded after judicial reduction, taking into account the relevant factors identified in the statute, including the nature and persistence of the violations, AMA's good faith compliance efforts, and the size of AMA's workforce.

(e) Trial Costs and Delay. Trial of the certified class claims alone would have required an estimated fifteen to twenty (15–20) court days and would have generated substantial additional litigation expense for both sides, including expert fees, trial preparation costs, and the preparation and presentation of voluminous timekeeping and payroll data. In addition, any trial verdict would almost certainly have been followed by post-trial motions and appeals, potentially delaying any recovery for class members by years. The settlement provides certain and substantial relief to the class now, without the risks, costs, and delays of trial and appellate litigation.

Considering all of these factors together, the settlement represents a fair, reasonable, and adequate resolution of the claims in this action.

11. The three named plaintiffs are adequate class representatives who have diligently fulfilled their duties to the class throughout this litigation.

Marisol Fuentes is a former Production Coordinator in AMA's Unscripted Programming Division. She was employed at AMA from March 14, 2019 through August 5, 2022, at an hourly rate of $28.50 per hour. Ms. Fuentes worked at AMA's Studio City facility (designated as Facility 2 in AMA's records), which was one of the three facilities where the Missed Meal Attestation feature was not activated in the TimeTrack Pro system. During her deposition, Ms. Fuentes testified that she "rarely" received full thirty-minute meal periods during shooting days, that the production schedule typically did not allow for uninterrupted breaks, and that she was unaware of the existence of any attestation feature or mechanism to report missed meal periods. Ms. Fuentes initiated this litigation by filing the original complaint on November 1, 2022, and has been actively involved in the case throughout, including attending both mediation sessions and communicating regularly with Class Counsel.

Derek Halloran is a former Post-Production Assistant in AMA's Digital Content Division. He was employed at AMA from June 1, 2020 through November 30, 2022, at an hourly rate of $24.75 per hour. Mr. Halloran worked at AMA's Hollywood facility (designated as Facility 5), which was one of the four facilities where the Missed Meal Attestation feature was activated. During his deposition, Mr. Halloran testified that while he was aware of the attestation feature, he "never used it" because his supervisors never informed him of its purpose or how it functioned, and because he assumed that the thirty-minute deduction was automatic and could not be changed. Mr. Halloran filed the related action on November 18, 2022, and has been actively involved in the consolidated litigation.

Yesenia Padilla is a former Segment Coordinator in AMA's Live Events Division. She was employed at AMA from January 10, 2018 through May 17, 2022, at an hourly rate of $31.00 per hour. Ms. Padilla worked at AMA's Burbank facility (designated as Facility 4), which was another of the three facilities where the Missed Meal Attestation feature was not activated. During her deposition, Ms. Padilla testified that meal breaks during live productions were "practically impossible" because the nature of the work required continuous attention during events, and that employees were expected to eat at their workstations if at all. Ms. Padilla was added as a named plaintiff in the consolidated action and has participated actively in the litigation.

Each named plaintiff actively participated in the prosecution of this action, provided extensive deposition testimony, communicated regularly with Class Counsel regarding the status and strategy of the case, reviewed and approved the Consolidated Complaint and other key filings, and attended mediation sessions. None of the named plaintiffs has any conflict of interest with the class, and each has demonstrated a genuine commitment to pursuing the claims on behalf of all class members.

The proposed service awards — $15,000.00 for Ms. Fuentes and $10,000.00 each for Mr. Halloran and Ms. Padilla — are intended to compensate the named plaintiffs for the significant time, effort, and personal risk they contributed to the litigation. The higher award for Ms. Fuentes reflects her role as the lead plaintiff who initiated the action and her attendance at both mediation sessions. These proposed service awards are consistent with awards approved by courts in comparable class actions in this jurisdiction and do not create any incentive that would misalign the named plaintiffs' interests with those of the class.

12. CB&S has extensive experience in the prosecution of wage-and-hour class actions and PAGA representative actions in California, with a particular focus on the entertainment and hospitality industries. The firm has been recognized by courts throughout the State as competent and effective class counsel in numerous prior cases, and has obtained substantial recoveries for class members through both settlement and trial verdicts.

For this matter, CB&S devoted significant resources over a period of approximately eleven months, from the filing of the initial complaint through the execution of the Settlement Agreement. Three attorneys at the firm — Marco Castellano (partner), Diane Salas (partner), and Trevor Kim (associate) — were actively engaged in the day-to-day prosecution of the case, supported by paralegals and litigation support staff. The work performed by Class Counsel includes, without limitation, the extensive pre-filing investigation, the drafting and filing of the complaints and the Consolidated Complaint, the management of complex discovery (including the review and analysis of 147,832 documents produced by AMA, the preparation of written discovery, the conduct of eleven depositions, the retention and coordination of expert consultants, and the negotiation of the ESI Protocol and Protective Order), the briefing and argument of the class certification motion, and the participation in two full-day mediation sessions leading to the settlement.

Veltrano Employment Law Group PC, through its partner Sandra Higuera, served as PAGA co-counsel and contributed expertise regarding the PAGA claims and the derivative claims arising under California Labor Code section 226. Veltrano's participation included the preparation and filing of the PAGA notice, consultation on PAGA strategy and penalty calculation, and participation in mediation.

The combined efforts of Class Counsel resulted in a settlement that provides meaningful, substantial monetary relief to the class while avoiding the significant risks, delay, and expense of continued litigation through trial and potential appeals. Class Counsel undertook this representation on a wholly contingent basis, bearing the full risk of non-payment in the event of an unsuccessful outcome.

13. Class Counsel proposes Meridian Settlement Services LLC ("Meridian") as the claims administrator for this settlement. Meridian is an experienced class action settlement administration firm based in Santa Ana, California, with extensive experience administering wage-and-hour class action settlements in California. Meridian's principal contact for this matter is Angela Truong, who has overseen the administration of more than two hundred class action and mass tort settlements.

The administration budget of $385,000.00 (to be paid from the GSA) covers all costs associated with the settlement administration, including the following: obtaining and processing class member contact information from AMA's records; performing address verification and skip tracing for undeliverable notices; printing and mailing class notices by first-class United States mail to the last known address of each class member; administering a dedicated settlement website containing the Settlement Agreement, the long-form class notice, answers to frequently asked questions, and relevant Court filings; operating a toll-free telephone information line staffed by trained personnel to answer class member inquiries; processing opt-out requests and objections; calculating individual settlement shares based on the distribution formula; issuing settlement checks and applicable tax forms (IRS Forms W-2 and 1099); processing returned and undeliverable checks; and distributing any residual funds to the designated cy pres recipient.

The proposed notice plan, which includes both a long-form notice and a summary postcard notice (attached as Exhibits A and B, respectively, to the Settlement Agreement), has been designed to provide clear, plain-language information to class members. The notices are available in both English and Spanish and have been reviewed by Class Counsel to ensure compliance with applicable due process requirements and the standards set forth in California Rules of Court, rule 3.766.

14. Class Counsel requests an award of attorneys' fees equal to thirty-three and one-third percent (33.33%) of the GSA, totaling $4,916,175.00, plus reimbursement of documented litigation costs in the amount of $412,300.00. A detailed motion for final approval of attorneys' fees, together with supporting declarations, time records, and cost documentation, will be filed in advance of the final approval hearing. At this preliminary approval stage, the following information is provided to assist the Court in its initial review of the fee request.

Percentage-of-Fund Method. California courts regularly apply the percentage-of-fund method to determine attorneys' fee awards in class action settlements, and this method is appropriate here. The California Supreme Court endorsed the percentage-of-fund method in Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503, and courts in this jurisdiction routinely approve fee awards in the range of twenty-five to thirty-three and one-third percent (25%–33.33%) of the common fund in comparable wage-and-hour class actions. See also Wershba v. Computer, Inc. (2001) 91 Cal.App.4th 224, 254–255 (approving percentage-of-fund method and noting that "a one-third contingency fee in a class action is a 'benchmark' figure widely used in the relevant caselaw").

A fee of 33.33% is justified in this case by the following factors:

(a) Complexity and Duration. This litigation involved complex wage-and-hour claims under multiple Labor Code provisions and IWC Wage Order 12, in a multi-facility, multi-show-unit employment context. Class Counsel actively litigated the case for approximately eleven months, from filing through settlement, including extensive discovery, expert engagement, full class certification briefing and hearing, and two full-day mediations.

(b) Substantial discovery Conducted. The discovery in this case was voluminous and intensive, encompassing the review and analysis of 147,832 documents (approximately 1.2 million pages), the taking and defending of eighteen depositions, the propounding and responding to extensive written discovery, and the retention and coordination of expert consultants. Class Counsel invested hundreds of hours in discovery work that was essential to developing the factual record and building the foundation for the class certification motion and the settlement.

(c) Contingent Nature of Representation. Class Counsel undertook this representation on a purely contingent basis, bearing the full risk that the case might result in no recovery — whether due to a failure to achieve class certification, an adverse ruling on the merits, or other developments. The contingent nature of the engagement is a well-recognized factor supporting a higher percentage fee award, as Class Counsel financed the litigation entirely at their own expense, with no guarantee of compensation.

(d) Quality of the Result. The settlement achieves recovery of approximately 38.2% of claimed exposure, placing it at the upper end of the range typically achieved in comparable cases. The settlement provides certain, immediate, and substantial relief to approximately 1,850 class members, while avoiding the risks and delays associated with trial and appeals.

(e) Experience and Skill of Counsel. Class Counsel brought more than two decades of specialized experience in wage-and-hour class action litigation to this matter, which was instrumental in navigating the complex factual and legal issues, achieving partial class certification, and negotiating a favorable settlement.

(f) Risk of Non-Recovery. There was a genuine risk that Plaintiffs' class claims would not be certified, or that AMA would prevail on the merits at trial. The partial certification order — which denied certification of several significant claims — underscores the reality that the outcome of this litigation was far from certain.

Lodestar Cross-Check. Class Counsel will provide detailed lodestar information — including contemporaneous time records for all attorneys and paralegals who worked on the matter, together with their applicable billing rates — in connection with the final approval motion, to enable the Court to conduct a lodestar cross-check if it deems appropriate. Based on a preliminary review, Class Counsel expects that the requested fee will result in a positive multiplier, consistent with the contingent nature of the engagement and the result achieved.

Litigation Costs. The $412,300.00 in documented litigation costs incurred by Class Counsel includes the following principal categories of expense: expert consulting and report preparation fees paid to Pinnacle Economic Consulting Group LLC (Dr. Rennick); deposition transcript and videography costs; court reporter fees; court filing and motion fees; mediation fees paid to Westpark Dispute Resolution Inc. (Hon. Patricia Okoro, Ret.); document reproduction, printing, and copying costs; electronic discovery hosting and processing fees; travel expenses; postage; and other reasonable and necessary litigation expenses. Detailed cost documentation, including invoices and receipts, will be submitted with the final approval motion.

15. The proposed class notice plan has been designed to provide the best practicable notice to all class members, consistent with the requirements of due process and California Rules of Court, rule 3.766. The notice plan includes two components: a long-form notice and a summary postcard notice.

The long-form notice provides a comprehensive description of the following information:

(a) The nature of the case, including a summary of Plaintiffs' claims and AMA's denial of all allegations;

(b) The material terms of the settlement, including the GSA, the allocations for attorneys' fees, costs, service awards, administration costs, and PAGA penalties, and the resulting NSF;

(d) The distribution formula, explaining that individual shares are calculated based on a weighting of sixty percent (60%) for weeks worked during the class period and forty percent (40%) for recorded overtime hours during the class period;

(e) The right of class members to exclude themselves (opt out) from the settlement by submitting a written exclusion request by the applicable deadline, and the consequences of opting out (i.e., the class member will not be bound by the settlement, will not release any claims, and will not receive any payment);

(f) The right of class members to object to the settlement by submitting a written objection by the applicable deadline, and the requirements for a valid objection;

(g) The date, time, and location of the final approval hearing, at which the Court will consider whether to grant final approval of the settlement, award attorneys' fees and costs, and approve the service awards;

(h) Contact information for Class Counsel, including the name, address, telephone number, and email address of CB&S and Veltrano; and

(i) Contact information for the claims administrator, Meridian Settlement Services LLC, including the toll-free telephone number and settlement website address.

The summary postcard notice provides an abbreviated summary of the settlement terms and directs class members to the settlement website and toll-free telephone line for additional information and access to the full long-form notice.

Class members who do not submit a valid request for exclusion will be bound by the settlement and the release of claims, and will automatically receive their pro rata share of the NSF. No claim form is required. Class members who wish to opt out must submit a written request for exclusion postmarked no later than the opt-out deadline. Class members who wish to object must submit a written objection received by the Court or postmarked no later than the objection deadline.

Class Counsel recommends a sixty-day (60-day) opt-out and objection period following the mailing of the class notice. This period provides class members with sufficient time to review the notice, consider their options, and consult with counsel of their choosing if they wish to do so.

16. Class Counsel proposes the following timeline for the remaining proceedings in connection with the settlement:

The foregoing timeline is subject to adjustment based on the Court's calendar and the Court's directions at the time of preliminary approval. Class Counsel will work with the claims administrator and with AMA's counsel to ensure that all deadlines are met in a timely manner.

17. For all of the foregoing reasons, Class Counsel respectfully submits that the proposed settlement is fair, reasonable, and adequate and was reached through extensive, arm's-length negotiations facilitated by an experienced retired judicial officer, the Honorable Patricia Okoro (Ret.). The settlement provides substantial and meaningful monetary relief to approximately 1,850 class members, avoids the significant risks, costs, and delays of continued litigation, and was reached after thorough investigation, comprehensive discovery, expert analysis, contested class certification proceedings, and two full-day mediation sessions. Class Counsel respectfully recommends that the Court grant preliminary approval of the settlement, approve the proposed class notice plan, and set a date for the final approval hearing.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed this 22nd day of September, 2023, in Los Angeles, California.

________________________________________

Marco Castellano Founding Partner Castellano Byrne & Salas LLP 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4200

Email: mcastellano@inlawlaw.com

Lead Class Counsel for Plaintiffs

MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated,

(Consolidated with Case No. 22STCV39501)

Plaintiffs,

Assigned for All Purposes to

v.	Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,	DECLARATION OF MARCO CASTELLANO IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Defendant.

Event	Proposed Date
Settlement Agreement Executed	September 15, 2023
Preliminary Approval Motion Filed	September 22, 2023
Preliminary Approval Order (anticipated)	Mid-October 2023
Class Notice Mailed by Claims Administrator	Approximately 30 days after entry of Preliminary Approval Order
Opt-Out and Objection Deadline	60 days after mailing of Class Notice
Motion for Final Approval, Attorneys' Fees, and Service Awards Filed	30 days before Final Approval Hearing
Final Approval Hearing	Approximately 90 days after entry of Preliminary Approval Order

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
DECLARATION OF MARCO CASTELLANO IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
Filed: September 22, 2023
I, Marco Castellano, declare as follows:
1. I am the founding partner of the law firm Castellano Byrne & Salas LLP ("CB&S"), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025. I am a member of the California State Bar and have been admitted to practice law in the State of California since 2001. Over the course of more than twenty-two years of legal practice, I have specialized in wage-and-hour class actions and representative actions brought under the Private Attorneys General Act of 2004 ("PAGA"), Cal. Lab. Code §§ 2698 et seq., with a particular concentration in the entertainment and hospitality industries. I have served as lead counsel or co-lead counsel in more than forty wage-and-hour class actions and PAGA actions that have resulted in court-approved settlements totaling in excess of $225 million in aggregate recoveries for class members and aggrieved employees.
I serve as Lead Class Counsel in this action, together with my partner Diane Salas and associate Trevor Kim, both of CB&S. Our co-counsel in this matter is Veltrano Employment Law Group PC, through its partner Sandra Higuera, with offices at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. Veltrano serves as PAGA co-counsel and has taken principal responsibility for the PAGA claims and the derivative claims arising under California Labor Code section 226. I make this declaration based upon my personal knowledge, upon the records and files of this case maintained by CB&S, and upon information reasonably relied upon by attorneys in the ordinary course of their practice. If called as a witness, I could and would competently testify to all of the matters stated herein.
2. This declaration is submitted in support of Plaintiffs' Motion for Preliminary Approval of the Class Action Settlement reached between the Parties. Set forth below is a summary of the procedural history of this litigation, the extensive investigation and discovery that preceded settlement, the arm's-length negotiations that produced the settlement, and the reasons why Class Counsel believes the settlement is fair, reasonable, and adequate and merits preliminary approval by this Court.
Procedural History of the Litigation. On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint in this Court (Case No. 22STCV38214) against Defendant Aurelius Media Americas Inc. ("AMA"), a Delaware corporation qualified to do business in California, with its principal offices located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned United States subsidiary of Aurelius Global Media Group PLC ("AGMG"), a United Kingdom–headquartered public limited company listed on the London Stock Exchange under the ticker symbol LSE: AGMG. The Fuentes complaint asserted claims on behalf of a putative class of current and former non-exempt, hourly employees of AMA in California for various wage-and-hour violations.
On November 18, 2022, Plaintiff Derek Halloran filed a related action against AMA in this Court (Case No. 22STCV39501), asserting substantially overlapping wage-and-hour claims on behalf of a similar putative class. The Halloran complaint was deemed related to the Fuentes action and assigned to the same department.
On February 3, 2023, this Court (Hon. Raymond Escobedo, presiding) entered an Order consolidating the Fuentes and Halloran actions, designating Case No. 22STCV38214 as the lead case for all purposes, and directing that all future filings be made under the lead case number. Pursuant to the consolidation order and a subsequent stipulation of the parties, Yesenia Padilla was added as a named plaintiff in the Consolidated Complaint filed in the lead case.
AMA, through its counsel of record, Calderwood & Harkness LLP, filed its Answer and Affirmative Defenses to the Consolidated Complaint on February 17, 2023. AMA's Answer denied all material allegations of the Consolidated Complaint and asserted twenty-four affirmative defenses, including, among others, that AMA had complied with all applicable provisions of the California Labor Code and applicable IWC Wage Orders, that class treatment was inappropriate, that individualized issues predominated, and that Plaintiffs' claims were barred in whole or in part by applicable statutes of limitation.
An Initial Case Management Conference was held before the Court on March 10, 2023, at which the Court set a discovery schedule and established deadlines for class certification briefing, expert disclosures, and other pretrial matters.
3. The Consolidated Complaint asserts seven causes of action on behalf of a putative class of approximately 1,850 current and former non-exempt, hourly employees of AMA who worked in the State of California at any time during the class period. As defined in the settlement, the class period runs from November 1, 2018 through October 31, 2023. The seven causes of action are as follows:
(1) Failure to provide compliant meal periods, in violation of California Labor Code sections 226.7 and 512;
(2) Failure to provide compliant rest periods, in violation of California Labor Code section 226.7;
(3) Failure to pay overtime compensation, in violation of California Labor Code sections 510 and 1194;
(4) Failure to pay minimum wage, in violation of California Labor Code sections 1197 and 1197.1;
(5) Failure to provide accurate, itemized wage statements, in violation of California Labor Code section 226;
(6) Waiting time penalties for failure to timely pay all wages due upon separation of employment, in violation of California Labor Code sections 201 through 203; and
(7) Unfair business practices, in violation of California Business and Professions Code section 17200 et seq.
In addition to these class claims, the Consolidated Complaint asserts PAGA representative claims on behalf of all aggrieved employees, based on the same underlying facts and alleged violations of the same Labor Code provisions. A PAGA notice was timely filed with the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022, identifying each of the specific Labor Code provisions that Plaintiffs alleged had been violated by AMA. The LWDA's sixty-five-day response period expired on November 14, 2022, and the LWDA took no action in response to the notice, thereby permitting Plaintiffs to pursue PAGA claims on behalf of the State.
AMA operates seven California production facilities — located in Studio City, Burbank, El Segundo, Hollywood, Culver City, Santa Monica, and Glendale — and employs workers across fourteen distinct show units encompassing unscripted programming, scripted programming, digital content, live events, and post-production. AMA's California workforce is primarily governed by Industrial Welfare Commission ("IWC") Wage Order 12, which applies to the Motion Picture Industry.
The core factual contention underlying Plaintiffs' claims is that AMA's NovaPay Solutions "TimeTrack Pro" electronic timekeeping system implemented an automatic thirty-minute meal period deduction for all employee shifts of six hours or more, without providing employees with an adequate mechanism to report missed, late, shortened, or interrupted meal periods. As a result, Plaintiffs allege, AMA systematically failed to pay meal period premium wages to employees who did not receive compliant meal periods, resulting in derivative violations of the wage statement, waiting time penalty, and UCL statutes.
4. Before filing the initial complaint, Class Counsel conducted an extensive pre-filing investigation into the factual and legal bases for Plaintiffs' claims. This investigation included the following:
(a) Named Plaintiff Interviews. Class Counsel conducted multiple detailed interviews with each of the three named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — regarding their employment experiences at AMA, including their job duties, work schedules, meal and rest break practices, timekeeping procedures, pay practices, and interactions with supervisors and production managers concerning break policies. These interviews spanned multiple sessions and were supplemented by the collection and review of the named plaintiffs' personal employment records, including pay stubs, work schedules, and employment offer letters.
(b) Public Information Review. Class Counsel reviewed publicly available information regarding AMA and its parent company AGMG, including AGMG's annual reports and financial disclosures filed with the London Stock Exchange. Based on this review, Class Counsel determined that AGMG reported consolidated revenue for fiscal year 2022 of approximately £2.14 billion (approximately $2.47 billion at prevailing exchange rates), with AMA's United States operations contributing revenue of approximately $687.4 million. AMA's California headcount was reported at approximately 2,400 employees, of whom approximately 1,850 were classified as non-exempt, hourly employees — the population that forms the putative class.
(c) Legal Analysis. Class Counsel analyzed the applicable IWC Wage Orders, with particular emphasis on Wage Order 12 (Motion Picture Industry), and the California Labor Code provisions at issue, including the meal and rest period requirements of sections 226.7 and 512, the overtime and minimum wage provisions of sections 510, 1194, 1197, and 1197.1, and the wage statement requirements of section 226. Class Counsel also analyzed the relevant case law, including the California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, and subsequent appellate authority concerning the employer's duty to provide meal periods and the effect of automatic meal period deductions on class certification.
(d) Preliminary Damages Analysis. Class Counsel retained Pinnacle Economic Consulting Group LLC, through its principal, Dr. Howard Rennick (Palo Alto, California), to conduct a preliminary damages analysis. Dr. Rennick reviewed available public information regarding AMA's workforce size, average hourly rates, and typical shift patterns to develop a preliminary estimate of aggregate class damages, which informed Class Counsel's pre-filing assessment of the viability and value of Plaintiffs' claims.
(e) Employee Handbook and Scheduling Review. Class Counsel reviewed publicly available excerpts from AMA's employee handbook and production scheduling information, including materials posted on AMA's internal employee portal that had been shared by the named plaintiffs. These materials included AMA's written meal and rest period policy, which stated that employees were "provided with" meal periods but did not describe the process by which employees could report missed or interrupted breaks.
(f) PAGA Notice. Class Counsel prepared and served the required PAGA notice on the LWDA on September 15, 2022, in accordance with California Labor Code section 2699.3. The notice identified each specific Labor Code provision alleged to have been violated by AMA and set forth the factual basis for the alleged violations. The LWDA's sixty-five-day response period expired on November 14, 2022, without any action taken by the LWDA, thereby authorizing Plaintiffs to pursue PAGA claims.
5. Following the filing of the consolidated action, the parties engaged in extensive formal discovery over a period of approximately eight months, from January 2023 through August 2023. The scope and volume of discovery were substantial, reflecting the complexity of the claims and the size of the putative class. The principal categories of discovery are summarized below.
(a) Document Production. AMA produced a total of 147,832 documents, comprising approximately 1.2 million pages, including timekeeping records, payroll data, human resources files, policy manuals, memoranda and internal communications regarding meal and rest break policies, production schedules, employee complaints, TimeTrack Pro system configuration documents, and audit logs. Plaintiffs produced 3,412 documents, consisting primarily of the named plaintiffs' personal employment records, communications with AMA, and records supporting their individual claims.
(b) Written discovery. Plaintiffs propounded two sets of Special Interrogatories, totaling seventy-eight interrogatories, and one set of Form Interrogatories (Employment Law), as well as sixty-two Requests for Production of Documents directed to AMA. AMA served responsive answers and document productions, which were supplemented as necessary following meet-and-confer discussions between counsel regarding the adequacy and completeness of certain responses. AMA also propounded written discovery to Plaintiffs, including Form Interrogatories, Special Interrogatories, and Requests for Admission directed to each of the three named plaintiffs.
(c) Third-Party discovery. A third-party subpoena was served on NovaPay Solutions Inc. ("NovaPay"), AMA's payroll processor and timekeeping system provider, headquartered in Emeryville, California. The subpoena required NovaPay to produce all timekeeping records, payroll data, system configuration records, user manuals, audit logs, and related documentation pertaining to AMA employees during the class period. NovaPay produced responsive documents following a meet-and-confer process regarding scope and privilege objections. Additionally, NovaPay's Director of Client Data Services, Marcus Yee, was deposed regarding the configuration and operation of the TimeTrack Pro system as deployed for AMA, including the automatic thirty-minute meal period deduction feature and the "Missed Meal Attestation" override feature. Mr. Yee's testimony was significant because he confirmed that the Missed Meal Attestation feature was a configurable module that had to be individually activated by the employer for each facility, and that AMA had activated the feature at only four of its seven California facilities.
(d) ESI Protocol. The parties negotiated and stipulated to an ESI Protocol, which was entered by the Court on January 13, 2023. The protocol governed the format, scope, methodology, and search terms for electronic discovery, including specifications for the production of electronically stored information in native and near-native formats. AMA's electronic discovery was processed and hosted by Marlowe Asset Management Litigation Technology Inc. (Costa Mesa, California), an e-discovery vendor retained by AMA's counsel.
(e) Protective Order. A Stipulated Protective Order was entered by the Court on February 15, 2023, governing the designation, handling, and use of information designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only." The Protective Order was necessary given the volume of sensitive employee data, proprietary business information, and payroll records exchanged during discovery.
(f) Depositions. A total of eighteen depositions were taken during the course of the litigation — eleven by Plaintiffs and seven by AMA. The deponents included:
(i) All three named plaintiffs: Marisol Fuentes (deposed by AMA counsel), Derek Halloran (deposed by AMA counsel), and Yesenia Padilla (deposed by AMA counsel);
(ii) AMA's designated Person Most Knowledgeable witnesses on three categories: Lorraine Okafor, Senior Vice President of Human Resources, designated as PMK on topics relating to timekeeping policies, meal and rest break policies, and employee training; Celine Arroyo, Director of Production Operations, designated as PMK on topics relating to production scheduling, staffing, and facility-level break practices; and Karen Fong, Payroll Manager, designated as PMK on topics relating to payroll processing, timekeeping data, and the TimeTrack Pro system;
(iii) Jonathan Mercer, President of AMA, deposed regarding AMA's corporate structure, business operations, decision-making regarding wage-and-hour compliance, and the implementation of the TimeTrack Pro system;
(iv) Marcus Yee of NovaPay Solutions, deposed as a third-party custodian regarding system configuration and data;
(v) Three show unit Production Managers — Supervisors at the Studio City, Burbank, and Hollywood facilities — who testified regarding on-the-ground meal and rest break practices, production schedules, and the interaction between production demands and employee break compliance; and
(vi) Four former AMA employees, identified through pre-filing investigation and discovery, who testified regarding their personal experiences with meal and rest breaks, timekeeping, and the Missed Meal Attestation feature.
The discovery process was thorough and provided Class Counsel with a comprehensive understanding of the factual landscape underlying Plaintiffs' claims, including both the strengths and the vulnerabilities of the class-wide theories.
6. Class Counsel retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (Palo Alto, California) as Plaintiffs' economics and damages expert. Dr. Rennick is a labor economist with over fifteen years of experience in employment litigation matters, with particular expertise in the analysis of timekeeping and payroll data in wage-and-hour class actions.
Dr. Rennick submitted his expert report on April 28, 2023. In his report, Dr. Rennick calculated aggregate class damages of approximately $38.6 million, inclusive of $12.2 million in estimated PAGA penalties. Dr. Rennick's methodology relied upon a detailed analysis of the TimeTrack Pro timekeeping data produced by AMA and NovaPay. Specifically, Dr. Rennick identified all shifts during the class period in which the automatic thirty-minute meal period deduction was applied, and calculated the resulting meal period premiums that would have been owed under California Labor Code section 226.7 if the meal periods reflected by the auto-deductions were not in fact provided to employees. Dr. Rennick further calculated rest period premiums, off-the-clock overtime resulting from unrecorded work performed during auto-deducted meal periods, wage statement penalties under California Labor Code section 226, and PAGA penalties under California Labor Code section 2699(f). His damages model assumed a 100% violation rate for shifts subject to the auto-deduction at the three facilities where the Missed Meal Attestation feature was not activated, and a violation rate derived from statistical sampling at the four facilities where the feature was activated.
AMA retained two defense experts. First, Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (Mountain View, California), an industrial and organizational psychologist, submitted an expert report dated May 19, 2023, in which he opined that the putative class lacked commonality because meal and rest break practices varied significantly across AMA's seven California facilities and fourteen show units. Dr. Makhija relied upon supervisor declarations, facility-level policy documents, and scheduling data to argue that individualized inquiry into the circumstances of each employee's breaks would be required to determine liability. Second, Dr. Catherine Lindstrom of Hargrove Analytics Inc. (Los Angeles, California), an economist specializing in employment damages, submitted a rebuttal report dated June 9, 2023, in which she calculated alternative aggregate damages of approximately $5.8 million. Dr. Lindstrom's lower figure was based on a different set of assumptions, including a significantly lower violation rate, the exclusion of PAGA penalties, and the application of offsets for employees who did in fact receive and take compliant meal periods, as reflected in attestation data at the four facilities where the feature was activated.
Class Counsel carefully reviewed the defense expert reports and considered their implications for both class certification and the ultimate settlement valuation. The substantial gap between the parties' damages estimates — $38.6 million versus $5.8 million — illustrates the genuine dispute regarding the magnitude of damages and the risks inherent in proceeding to trial.
7. On April 14, 2023, Plaintiffs filed their Motion for Class Certification, supported by declarations from the three named plaintiffs, from Dr. Rennick, and from Class Counsel, along with a compendium of exhibits drawn from the discovery record. Plaintiffs sought certification of a class defined to include all current and former non-exempt, hourly employees of AMA who worked in California during the class period and who were subject to the automatic meal period deduction in the TimeTrack Pro system.
AMA filed its Opposition to the Motion for Class Certification on June 16, 2023. The Opposition was supported by declarations from Lorraine Okafor, Celine Arroyo, and Karen Fong, as well as expert declarations from Dr. Makhija and Dr. Lindstrom, and a compendium of exhibits. AMA argued that Plaintiffs could not establish predominance, commonality, or typicality because meal and rest break practices varied widely across AMA's facilities and show units, and that individual issues — including whether each employee actually received a compliant meal period — would predominate over common issues.
Plaintiffs filed their Reply in support of the Motion for Class Certification on July 7, 2023. The Court held a hearing on the motion on July 28, 2023, at which the Court heard extensive oral argument from both sides and questioned counsel regarding the implications of the auto-deduction system, the Missed Meal Attestation feature, and the variation across facilities.
On August 11, 2023, the Court issued a detailed written Order granting class certification in part and denying it in part. The Court's rulings were as follows:
Certified Claims: The Court certified the following claims for class treatment: (1) the first meal period claim (failure to provide compliant first meal periods, based on the auto-deduction theory); (2) the wage statement claim under California Labor Code section 226 (derivative of the meal period claim); and (3) the UCL claim under California Business and Professions Code section 17200 (derivative of the meal period claim). The Court also confirmed that the PAGA claim would proceed as a representative action on behalf of all aggrieved employees.
Denied Claims: The Court denied certification of the following claims: the second meal period claim (for shifts exceeding ten hours), the rest period claim, the off-the-clock and overtime claims, the minimum wage claim, and the waiting time penalties claim. The Court found that each of these claims required individualized inquiry into the circumstances of each employee's work experience that could not be resolved on a class-wide basis through common proof.
The certified class was defined as: "All current and former non-exempt, hourly employees of Aurelius Media Americas Inc. who worked in the State of California at any time from November 1, 2018 through the date of preliminary approval of any class settlement, who were subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system." The estimated size of the certified class is approximately 1,850 individuals.
The Court appointed Marisol Fuentes, Derek Halloran, and Yesenia Padilla as class representatives and appointed Castellano Byrne & Salas LLP as lead class counsel, with Veltrano Employment Law Group PC as PAGA co-counsel.
8. Following entry of the class certification order, the parties promptly turned their attention to settlement discussions. Both sides recognized that the certification order — which certified certain claims but denied others — created a dynamic in which meaningful settlement discussions could be productive, as both sides faced significant risks in the event of continued litigation.
The parties agreed to engage in mediation facilitated by an experienced, retired judicial officer. The Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067, was retained as the mediator. Judge Okoro is a retired Los Angeles Superior Court Judge who served for twenty-five years on the bench, including extensive experience presiding over complex employment class actions, and has mediated numerous wage-and-hour class action settlements since her retirement. She is widely recognized as one of the foremost employment class action mediators in Southern California.
Mediation Session No. 1 (August 25, 2023). The first mediation session was a full-day session, lasting approximately seven hours. The following individuals participated: for Plaintiffs — Marco Castellano, Diane Salas, and Trevor Kim of CB&S, along with named plaintiff Marisol Fuentes, who attended in person, and PAGA co-counsel Sandra Higuera of Veltrano Employment Law Group PC, who participated by telephone; for AMA — defense counsel Renata Vasquez and Devon Archer of Calderwood & Harkness LLP (777 South Flower Street, Suite 4200, Los Angeles, California 90017), along with AMA's in-house counsel Gregory Tanaka, Vice President of Legal and Compliance, and Lorraine Okafor, Senior Vice President of Human Resources, who participated by telephone.
In advance of the mediation, the parties submitted confidential mediation briefs to Judge Okoro setting forth their respective positions on liability, damages, and the range of reasonable settlement. During the mediation session, both sides presented their positions in a joint session before the mediator and then engaged in a caucus-based negotiation process. Plaintiffs' opening settlement demand was $28 million. AMA's opening offer was $8 million. Over the course of the day, through multiple rounds of offers and counteroffers conveyed through the mediator, the parties made substantial progress in narrowing the gap between their respective positions. However, a gap remained at the conclusion of Session No. 1, and the parties did not reach agreement that day. Judge Okoro recommended that the parties schedule a follow-up session and continue discussions in the interim.
Mediation Session No. 2 (September 8, 2023). The second mediation session was also a full-day session, lasting approximately nine hours. The same participants attended. The parties resumed negotiations with the benefit of additional reflection on the mediator's proposals and further internal analysis by each side. Through the continued caucus process, with Judge Okoro shuttling between the parties and offering her own assessments of the strengths and weaknesses of each side's positions, the parties made further movement toward a resolution. After extensive arm's-length negotiation, the parties reached a tentative settlement agreement on all material terms at the conclusion of the second session.
At no point during either mediation session was there any collusion, coordination, or agreement between the parties regarding the allocation of attorneys' fees or the treatment of any component of the settlement in a manner intended to benefit counsel at the expense of the class. The settlement was the product of hard-fought, adversarial, arm's-length negotiations conducted in good faith through an experienced and respected mediator.
9. The material terms of the proposed settlement, as set forth in the Settlement Agreement executed by both parties on September 15, 2023 and attached as Exhibit 1 to the Motion for Preliminary Approval, are summarized below:
Gross Settlement Amount. The Gross Settlement Amount ("GSA") is Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00). The GSA is non-reversionary — meaning that no portion of the GSA will revert to AMA under any circumstances. AMA will fund the entire GSA into a Qualified Settlement Fund within thirty (30) days of the Court's entry of a final approval order.
Class Period. November 1, 2018 through October 31, 2023.
Estimated Class Size. Approximately 1,850 individuals.
Released Claims. Class members who do not opt out of the settlement will provide a broad release of all class, PAGA, and individual wage-and-hour claims arising from the operative facts alleged in the Consolidated Complaint, including both the claims that were certified for class treatment (first meal period auto-deduction, wage statement under Cal. Lab. Code § 226, and UCL under Cal. Bus. & Prof. Code § 17200) and the claims that were not certified for class treatment (rest period, off-the-clock and overtime, minimum wage, second meal period, and waiting time penalties). The release also encompasses all PAGA claims based on the same underlying Labor Code violations. The scope of the release is a material component of the settlement and was the subject of significant negotiation between the parties.
PAGA Payment. Seven Hundred Fifty Thousand Dollars ($750,000.00) of the GSA is allocated to PAGA penalties. In accordance with California Labor Code section 2699(i), seventy-five percent (75%) of the PAGA allocation — $562,500.00 — will be paid to the LWDA, and twenty-five percent (25%) — $187,500.00 — will be distributed to aggrieved employees.
Class Representative Service Awards (subject to Court approval):
Marisol Fuentes: $15,000.00
Derek Halloran: $10,000.00
Yesenia Padilla: $10,000.00
Total Service Awards: $35,000.00
Settlement Administration Costs. Three Hundred Eighty-Five Thousand Dollars ($385,000.00) from the GSA, to be paid to Meridian Settlement Services LLC, the proposed claims administrator, located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701 (principal contact: Angela Truong). This amount covers all costs of settlement administration, including notice distribution, skip tracing for undeliverable notices, claims processing, fund administration and accounting, tax reporting, and check distribution.
Attorneys' Fees. Thirty-three and one-third percent (33.33%) of the GSA, totaling $4,916,175.00, subject to Court approval. The basis for this request is detailed below.
Litigation Costs. Up to Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00) in documented litigation costs incurred by Class Counsel, subject to Court approval.
Net Settlement Fund. After deduction of all of the foregoing amounts, the Net Settlement Fund ("NSF") available for distribution to class members is calculated as follows:
$14,750,000.00 (GSA)
– $4,916,175.00 (Attorneys' Fees)
– $412,300.00 (Litigation Costs)
– $35,000.00 (Service Awards)
– $385,000.00 (Administration Costs)
– $750,000.00 (PAGA Payment)
= $8,251,525.00 (Net Settlement Fund)
Estimated Average Individual Payment. $8,251,525.00 ÷ 1,850 class members = approximately $4,460.00 per class member. Actual individual payments will vary based on the distribution formula described below.
Distribution Formula. The NSF will be distributed on a pro rata basis to all class members who do not submit valid requests for exclusion. Individual settlement shares will be calculated using a weighted formula: sixty percent (60%) of each class member's pro rata share is based on the number of weeks worked during the class period, and forty percent (40%) is based on the number of recorded overtime hours worked during the class period. This formula was designed to ensure that class members who worked more during the class period — and thus were more likely to have experienced the alleged violations — receive a proportionally larger share of the settlement fund.
Tax Allocation. Settlement payments will be allocated as follows for tax purposes: fifty percent (50%) as wages (subject to applicable withholding for federal and state income taxes, FICA, and other payroll taxes); thirty-three and one-third percent (33.33%) as interest and penalties (reported on IRS Form 1099); and sixteen and sixty-seven hundredths percent (16.67%) as non-wage damages (reported on IRS Form 1099). The employer's share of payroll taxes on the wage portion will be paid by AMA separately and in addition to the GSA.
Opt-Out Threshold. If the number of class members who submit valid requests for exclusion (opt-outs) exceeds five percent (5%) of the total class — i.e., ninety-three (93) or more individuals — AMA has the right, in its sole discretion, to void the settlement and terminate the Settlement Agreement.
Cy Pres. Any funds remaining from settlement checks that are not cashed within one hundred eighty (180) days of issuance will be donated to the Legal Aid Foundation of Los Angeles, a non-profit organization providing free legal services to low-income individuals and communities in Los Angeles County.
No Admission of Liability. AMA expressly denies all of Plaintiffs' allegations and admits no liability in connection with the settlement. The settlement is entered into solely for the purpose of resolving disputed claims and avoiding the burden, expense, and uncertainty of continued litigation.
The Settlement Agreement was fully executed by both parties on September 15, 2023.
10. Based on my more than twenty-two years of experience litigating wage-and-hour class actions in California, including successful resolution of more than forty such cases, it is my professional opinion that the proposed settlement is fair, reasonable, and adequate, and that it provides meaningful and substantial relief to the class.
The GSA of $14,750,000.00 represents approximately 38.2% of Plaintiffs' expert's total damages calculation of $38.6 million. In my experience, settlements in comparable California wage-and-hour class actions typically fall in the range of fifteen to forty percent (15%–40%) of the plaintiff's claimed exposure, depending on the strength of the claims and defenses, the stage of litigation at which settlement is reached, the risks of continued litigation, and other relevant factors. This settlement falls at the upper end of that range, reflecting the strength of Plaintiffs' claims on the certified auto-deduction theory while also accounting for the meaningful litigation risks that Plaintiffs faced.
The settlement amount reflects a careful evaluation of the following factors:
(a) Strength of the Certified Claims. The Court's class certification order recognized a strong common question regarding AMA's automatic meal period deduction system. Specifically, the Court found that the low utilization rates of the Missed Meal Attestation feature — ranging from only two to four percent (2%–4%) at the four facilities where the feature was activated — raised "serious questions about whether the feature was effectively communicated to employees and whether employees had a meaningful opportunity to report missed or shortened meal periods." The Court further noted that at three of AMA's seven California facilities (Studio City, Burbank, and El Segundo), the Missed Meal Attestation feature was not activated at all, meaning that employees at those facilities had no mechanism within the timekeeping system to report that a meal break was missed or shortened. These findings created a powerful common question — whether the auto-deduction system, coupled with the absence or underutilization of the attestation feature, resulted in the systematic failure to pay meal period premiums — that strongly favored class-wide resolution.
(b) Litigation Risks. Despite the favorable certification order, Plaintiffs faced meaningful risks if the case proceeded to trial. First, AMA's defense expert, Dr. Lindstrom, valued aggregate damages at only $5.8 million, less than one-sixth of Dr. Rennick's $38.6 million estimate. The substantial gap between the experts' opinions meant that even if Plaintiffs prevailed at trial, the damages award could be significantly lower than the amount claimed. Second, AMA's central defense was that the automatic deduction accurately reflected compliant meal periods for the majority of employees, and that under the California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the employer's legal obligation is to provide meal breaks, not to ensure that employees take them. AMA argued that the auto-deduction was a default setting reflecting the norm rather than an indication of a violation, and that employees who missed meal periods could and should have reported them through available channels. Third, even within the certified class, AMA argued that significant variation existed across its fourteen show units and seven facilities, and that individualized inquiry into whether specific employees actually received compliant meal periods would predominate over common questions at the merits stage, potentially leading to decertification.
(c) Non-Certified Claims Released. The settlement provides for the release of claims that were not certified for class treatment, including the rest period claim, the off-the-clock and overtime claim, the minimum wage claim, the second meal period claim, and the waiting time penalties claim. While these claims remain legally viable for individual pursuit by class members who opt out of the settlement, the decision to release them as part of the global settlement was a product of arm's-length negotiation and is reflected in the GSA. Class Counsel negotiated for a higher gross settlement amount in exchange for the broader release, thereby providing meaningful additional value to class members who would otherwise face the burden and expense of pursuing these claims individually.
(d) PAGA Penalties. Plaintiffs' expert calculated $12.2 million in PAGA penalties. However, courts have broad discretion under California Labor Code section 2699(e)(2) to reduce PAGA penalties, and in practice, courts routinely exercise that discretion to award penalties that are substantially lower than the statutory maximum. The $750,000 PAGA allocation in the settlement reflects a realistic and good-faith assessment of the penalties that would likely be awarded after judicial reduction, taking into account the relevant factors identified in the statute, including the nature and persistence of the violations, AMA's good faith compliance efforts, and the size of AMA's workforce.
(e) Trial Costs and Delay. Trial of the certified class claims alone would have required an estimated fifteen to twenty (15–20) court days and would have generated substantial additional litigation expense for both sides, including expert fees, trial preparation costs, and the preparation and presentation of voluminous timekeeping and payroll data. In addition, any trial verdict would almost certainly have been followed by post-trial motions and appeals, potentially delaying any recovery for class members by years. The settlement provides certain and substantial relief to the class now, without the risks, costs, and delays of trial and appellate litigation.
Considering all of these factors together, the settlement represents a fair, reasonable, and adequate resolution of the claims in this action.
11. The three named plaintiffs are adequate class representatives who have diligently fulfilled their duties to the class throughout this litigation.
Marisol Fuentes is a former Production Coordinator in AMA's Unscripted Programming Division. She was employed at AMA from March 14, 2019 through August 5, 2022, at an hourly rate of $28.50 per hour. Ms. Fuentes worked at AMA's Studio City facility (designated as Facility 2 in AMA's records), which was one of the three facilities where the Missed Meal Attestation feature was not activated in the TimeTrack Pro system. During her deposition, Ms. Fuentes testified that she "rarely" received full thirty-minute meal periods during shooting days, that the production schedule typically did not allow for uninterrupted breaks, and that she was unaware of the existence of any attestation feature or mechanism to report missed meal periods. Ms. Fuentes initiated this litigation by filing the original complaint on November 1, 2022, and has been actively involved in the case throughout, including attending both mediation sessions and communicating regularly with Class Counsel.
Derek Halloran is a former Post-Production Assistant in AMA's Digital Content Division. He was employed at AMA from June 1, 2020 through November 30, 2022, at an hourly rate of $24.75 per hour. Mr. Halloran worked at AMA's Hollywood facility (designated as Facility 5), which was one of the four facilities where the Missed Meal Attestation feature was activated. During his deposition, Mr. Halloran testified that while he was aware of the attestation feature, he "never used it" because his supervisors never informed him of its purpose or how it functioned, and because he assumed that the thirty-minute deduction was automatic and could not be changed. Mr. Halloran filed the related action on November 18, 2022, and has been actively involved in the consolidated litigation.
Yesenia Padilla is a former Segment Coordinator in AMA's Live Events Division. She was employed at AMA from January 10, 2018 through May 17, 2022, at an hourly rate of $31.00 per hour. Ms. Padilla worked at AMA's Burbank facility (designated as Facility 4), which was another of the three facilities where the Missed Meal Attestation feature was not activated. During her deposition, Ms. Padilla testified that meal breaks during live productions were "practically impossible" because the nature of the work required continuous attention during events, and that employees were expected to eat at their workstations if at all. Ms. Padilla was added as a named plaintiff in the consolidated action and has participated actively in the litigation.
Each named plaintiff actively participated in the prosecution of this action, provided extensive deposition testimony, communicated regularly with Class Counsel regarding the status and strategy of the case, reviewed and approved the Consolidated Complaint and other key filings, and attended mediation sessions. None of the named plaintiffs has any conflict of interest with the class, and each has demonstrated a genuine commitment to pursuing the claims on behalf of all class members.
The proposed service awards — $15,000.00 for Ms. Fuentes and $10,000.00 each for Mr. Halloran and Ms. Padilla — are intended to compensate the named plaintiffs for the significant time, effort, and personal risk they contributed to the litigation. The higher award for Ms. Fuentes reflects her role as the lead plaintiff who initiated the action and her attendance at both mediation sessions. These proposed service awards are consistent with awards approved by courts in comparable class actions in this jurisdiction and do not create any incentive that would misalign the named plaintiffs' interests with those of the class.
12. CB&S has extensive experience in the prosecution of wage-and-hour class actions and PAGA representative actions in California, with a particular focus on the entertainment and hospitality industries. The firm has been recognized by courts throughout the State as competent and effective class counsel in numerous prior cases, and has obtained substantial recoveries for class members through both settlement and trial verdicts.
For this matter, CB&S devoted significant resources over a period of approximately eleven months, from the filing of the initial complaint through the execution of the Settlement Agreement. Three attorneys at the firm — Marco Castellano (partner), Diane Salas (partner), and Trevor Kim (associate) — were actively engaged in the day-to-day prosecution of the case, supported by paralegals and litigation support staff. The work performed by Class Counsel includes, without limitation, the extensive pre-filing investigation, the drafting and filing of the complaints and the Consolidated Complaint, the management of complex discovery (including the review and analysis of 147,832 documents produced by AMA, the preparation of written discovery, the conduct of eleven depositions, the retention and coordination of expert consultants, and the negotiation of the ESI Protocol and Protective Order), the briefing and argument of the class certification motion, and the participation in two full-day mediation sessions leading to the settlement.
Veltrano Employment Law Group PC, through its partner Sandra Higuera, served as PAGA co-counsel and contributed expertise regarding the PAGA claims and the derivative claims arising under California Labor Code section 226. Veltrano's participation included the preparation and filing of the PAGA notice, consultation on PAGA strategy and penalty calculation, and participation in mediation.
The combined efforts of Class Counsel resulted in a settlement that provides meaningful, substantial monetary relief to the class while avoiding the significant risks, delay, and expense of continued litigation through trial and potential appeals. Class Counsel undertook this representation on a wholly contingent basis, bearing the full risk of non-payment in the event of an unsuccessful outcome.
13. Class Counsel proposes Meridian Settlement Services LLC ("Meridian") as the claims administrator for this settlement. Meridian is an experienced class action settlement administration firm based in Santa Ana, California, with extensive experience administering wage-and-hour class action settlements in California. Meridian's principal contact for this matter is Angela Truong, who has overseen the administration of more than two hundred class action and mass tort settlements.
The administration budget of $385,000.00 (to be paid from the GSA) covers all costs associated with the settlement administration, including the following: obtaining and processing class member contact information from AMA's records; performing address verification and skip tracing for undeliverable notices; printing and mailing class notices by first-class United States mail to the last known address of each class member; administering a dedicated settlement website containing the Settlement Agreement, the long-form class notice, answers to frequently asked questions, and relevant Court filings; operating a toll-free telephone information line staffed by trained personnel to answer class member inquiries; processing opt-out requests and objections; calculating individual settlement shares based on the distribution formula; issuing settlement checks and applicable tax forms (IRS Forms W-2 and 1099); processing returned and undeliverable checks; and distributing any residual funds to the designated cy pres recipient.
The proposed notice plan, which includes both a long-form notice and a summary postcard notice (attached as Exhibits A and B, respectively, to the Settlement Agreement), has been designed to provide clear, plain-language information to class members. The notices are available in both English and Spanish and have been reviewed by Class Counsel to ensure compliance with applicable due process requirements and the standards set forth in California Rules of Court, rule 3.766.
14. Class Counsel requests an award of attorneys' fees equal to thirty-three and one-third percent (33.33%) of the GSA, totaling $4,916,175.00, plus reimbursement of documented litigation costs in the amount of $412,300.00. A detailed motion for final approval of attorneys' fees, together with supporting declarations, time records, and cost documentation, will be filed in advance of the final approval hearing. At this preliminary approval stage, the following information is provided to assist the Court in its initial review of the fee request.
Percentage-of-Fund Method. California courts regularly apply the percentage-of-fund method to determine attorneys' fee awards in class action settlements, and this method is appropriate here. The California Supreme Court endorsed the percentage-of-fund method in Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503, and courts in this jurisdiction routinely approve fee awards in the range of twenty-five to thirty-three and one-third percent (25%–33.33%) of the common fund in comparable wage-and-hour class actions. See also Wershba v. Computer, Inc. (2001) 91 Cal.App.4th 224, 254–255 (approving percentage-of-fund method and noting that "a one-third contingency fee in a class action is a 'benchmark' figure widely used in the relevant caselaw").
A fee of 33.33% is justified in this case by the following factors:
(a) Complexity and Duration. This litigation involved complex wage-and-hour claims under multiple Labor Code provisions and IWC Wage Order 12, in a multi-facility, multi-show-unit employment context. Class Counsel actively litigated the case for approximately eleven months, from filing through settlement, including extensive discovery, expert engagement, full class certification briefing and hearing, and two full-day mediations.
(b) Substantial discovery Conducted. The discovery in this case was voluminous and intensive, encompassing the review and analysis of 147,832 documents (approximately 1.2 million pages), the taking and defending of eighteen depositions, the propounding and responding to extensive written discovery, and the retention and coordination of expert consultants. Class Counsel invested hundreds of hours in discovery work that was essential to developing the factual record and building the foundation for the class certification motion and the settlement.
(c) Contingent Nature of Representation. Class Counsel undertook this representation on a purely contingent basis, bearing the full risk that the case might result in no recovery — whether due to a failure to achieve class certification, an adverse ruling on the merits, or other developments. The contingent nature of the engagement is a well-recognized factor supporting a higher percentage fee award, as Class Counsel financed the litigation entirely at their own expense, with no guarantee of compensation.
(d) Quality of the Result. The settlement achieves recovery of approximately 38.2% of claimed exposure, placing it at the upper end of the range typically achieved in comparable cases. The settlement provides certain, immediate, and substantial relief to approximately 1,850 class members, while avoiding the risks and delays associated with trial and appeals.
(e) Experience and Skill of Counsel. Class Counsel brought more than two decades of specialized experience in wage-and-hour class action litigation to this matter, which was instrumental in navigating the complex factual and legal issues, achieving partial class certification, and negotiating a favorable settlement.
(f) Risk of Non-Recovery. There was a genuine risk that Plaintiffs' class claims would not be certified, or that AMA would prevail on the merits at trial. The partial certification order — which denied certification of several significant claims — underscores the reality that the outcome of this litigation was far from certain.
Lodestar Cross-Check. Class Counsel will provide detailed lodestar information — including contemporaneous time records for all attorneys and paralegals who worked on the matter, together with their applicable billing rates — in connection with the final approval motion, to enable the Court to conduct a lodestar cross-check if it deems appropriate. Based on a preliminary review, Class Counsel expects that the requested fee will result in a positive multiplier, consistent with the contingent nature of the engagement and the result achieved.
Litigation Costs. The $412,300.00 in documented litigation costs incurred by Class Counsel includes the following principal categories of expense: expert consulting and report preparation fees paid to Pinnacle Economic Consulting Group LLC (Dr. Rennick); deposition transcript and videography costs; court reporter fees; court filing and motion fees; mediation fees paid to Westpark Dispute Resolution Inc. (Hon. Patricia Okoro, Ret.); document reproduction, printing, and copying costs; electronic discovery hosting and processing fees; travel expenses; postage; and other reasonable and necessary litigation expenses. Detailed cost documentation, including invoices and receipts, will be submitted with the final approval motion.
15. The proposed class notice plan has been designed to provide the best practicable notice to all class members, consistent with the requirements of due process and California Rules of Court, rule 3.766. The notice plan includes two components: a long-form notice and a summary postcard notice.
The long-form notice provides a comprehensive description of the following information:
(a) The nature of the case, including a summary of Plaintiffs' claims and AMA's denial of all allegations;
(b) The material terms of the settlement, including the GSA, the allocations for attorneys' fees, costs, service awards, administration costs, and PAGA penalties, and the resulting NSF;
(c) The estimated average individual payment of approximately $4,460.00;
(d) The distribution formula, explaining that individual shares are calculated based on a weighting of sixty percent (60%) for weeks worked during the class period and forty percent (40%) for recorded overtime hours during the class period;
(e) The right of class members to exclude themselves (opt out) from the settlement by submitting a written exclusion request by the applicable deadline, and the consequences of opting out (i.e., the class member will not be bound by the settlement, will not release any claims, and will not receive any payment);
(f) The right of class members to object to the settlement by submitting a written objection by the applicable deadline, and the requirements for a valid objection;
(g) The date, time, and location of the final approval hearing, at which the Court will consider whether to grant final approval of the settlement, award attorneys' fees and costs, and approve the service awards;
(h) Contact information for Class Counsel, including the name, address, telephone number, and email address of CB&S and Veltrano; and
(i) Contact information for the claims administrator, Meridian Settlement Services LLC, including the toll-free telephone number and settlement website address.
The summary postcard notice provides an abbreviated summary of the settlement terms and directs class members to the settlement website and toll-free telephone line for additional information and access to the full long-form notice.
Class members who do not submit a valid request for exclusion will be bound by the settlement and the release of claims, and will automatically receive their pro rata share of the NSF. No claim form is required. Class members who wish to opt out must submit a written request for exclusion postmarked no later than the opt-out deadline. Class members who wish to object must submit a written objection received by the Court or postmarked no later than the objection deadline.
Class Counsel recommends a sixty-day (60-day) opt-out and objection period following the mailing of the class notice. This period provides class members with sufficient time to review the notice, consider their options, and consult with counsel of their choosing if they wish to do so.
16. Class Counsel proposes the following timeline for the remaining proceedings in connection with the settlement:
The foregoing timeline is subject to adjustment based on the Court's calendar and the Court's directions at the time of preliminary approval. Class Counsel will work with the claims administrator and with AMA's counsel to ensure that all deadlines are met in a timely manner.
17. For all of the foregoing reasons, Class Counsel respectfully submits that the proposed settlement is fair, reasonable, and adequate and was reached through extensive, arm's-length negotiations facilitated by an experienced retired judicial officer, the Honorable Patricia Okoro (Ret.). The settlement provides substantial and meaningful monetary relief to approximately 1,850 class members, avoids the significant risks, costs, and delays of continued litigation, and was reached after thorough investigation, comprehensive discovery, expert analysis, contested class certification proceedings, and two full-day mediation sessions. Class Counsel respectfully recommends that the Court grant preliminary approval of the settlement, approve the proposed class notice plan, and set a date for the final approval hearing.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed this 22nd day of September, 2023, in Los Angeles, California.
________________________________________
Marco Castellano Founding Partner Castellano Byrne & Salas LLP 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4200
Email: mcastellano@inlawlaw.com
Lead Class Counsel for Plaintiffs
MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated, | Lead Case No. 22STCV38214
(Consolidated with Case No. 22STCV39501)
Plaintiffs,
Assigned for All Purposes to
v. | Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive, | DECLARATION OF MARCO CASTELLANO IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
Defendant.
Event | Proposed Date
Settlement Agreement Executed | September 15, 2023
Preliminary Approval Motion Filed | September 22, 2023
Preliminary Approval Order (anticipated) | Mid-October 2023
Class Notice Mailed by Claims Administrator | Approximately 30 days after entry of Preliminary Approval Order
Opt-Out and Objection Deadline | 60 days after mailing of Class Notice
Motion for Final Approval, Attorneys' Fees, and Service Awards Filed | 30 days before Final Approval Hearing
Final Approval Hearing | Approximately 90 days after entry of Preliminary Approval Order

SUPERIOR COURT OF THE STATE OF CALIFORNIA

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