filed-final-approval-order.docx

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

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FILED — SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES — FEBRUARY 9, 2024 DAVID W. SLAYTON, EXECUTIVE OFFICER/CLERK OF COURT — BY: M. NGUYEN, DEPUTY

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

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

Plaintiffs,

AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,

Defendants.

ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT

This matter came before the Court on February 2, 2024, for a hearing on Plaintiffs' Motion for Final Approval of Class Action Settlement ("Final Approval Motion"). Having reviewed and considered the Motion for Final Approval, the Class Action Settlement Agreement and Release dated September 15, 2023 (the "Settlement Agreement"), all supporting declarations and exhibits, all objections and responses thereto, the record of proceedings in this consolidated action, and the arguments of counsel presented at the Final Approval Hearing, the Court hereby makes the following findings and enters the following Order and Judgment.

PROCEDURAL HISTORY

On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint against Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant") in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 22STCV38214. The complaint alleged, among other things, that AMA employed an automatic meal period deduction policy through its timekeeping system that resulted in systematic underpayment of wages to non-exempt, hourly employees at AMA's California production facilities. On November 18, 2022, Plaintiff Derek Halloran filed a related putative class action complaint against the same Defendant, bearing Case No. 22STCV39501, asserting substantially similar claims.

By Order dated February 3, 2023, the Court consolidated Case Nos. 22STCV38214 and 22STCV39501, designating Case No. 22STCV38214 as the lead case for all purposes. Following consolidation, Plaintiffs filed a Consolidated Class Action Complaint adding Yesenia Padilla as a named plaintiff and asserting claims for meal period violations, rest period violations, overtime violations, minimum wage violations, wage statement violations, waiting time penalties, unfair business practices under the Unfair Competition Law ("UCL"), and penalties under the Private Attorneys General Act ("PAGA").

Defendant Aurelius Media Americas Inc., a Delaware corporation qualified to do business in California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, appeared in this action through its counsel of record, Renata Vasquez and Devon Archer of Calderwood & Harkness LLP. Defendant filed an Answer to the Consolidated Complaint denying all material allegations and asserting affirmative defenses.

Plaintiffs appeared through their counsel of record, Marco Castellano and Diane Salas of Castellano Byrne & Salas LLP, serving as lead class counsel, and Sandra Higuera of Veltrano Employment Law Group PC, serving as PAGA co-counsel.

Following extensive discovery, on August 11, 2023, the Court granted in part and denied in part Plaintiffs' Motion for Class Certification. Specifically, the Court certified the following claims for class treatment: (1) the first meal period automatic deduction claim under California Labor Code sections 226.7 and 512; (2) the derivative wage statement claim under California Labor Code section 226; and (3) the UCL claim under California Business and Professions Code section 17200. The Court denied certification of the rest period claims, off-the-clock and overtime claims, minimum wage claims, second meal period claims, and waiting time penalty claims, finding that those claims presented individualized issues predominating over common questions.

Following the Court's partial certification ruling, the parties engaged in extensive settlement discussions. The parties participated in two full-day mediation sessions — the first on August 25, 2023, and the second on September 8, 2023 — before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Judge Okoro is a retired Los Angeles Superior Court Judge with over twenty-five years of experience on the bench and extensive experience mediating complex employment class actions. The mediations totaled approximately sixteen hours of negotiations.

On September 15, 2023, the parties executed the Class Action Settlement Agreement and Release. On September 22, 2023, Plaintiffs and Defendant jointly moved for preliminary approval of the class action settlement. On October 18, 2023, the Court entered the Order Granting Preliminary Approval of the Class Action Settlement ("Preliminary Approval Order"), which, among other things, provisionally certified the settlement class for settlement purposes, approved the proposed class notice and notice plan, and appointed Meridian Settlement Services LLC, with Angela Truong as the principal contact, as Claims Administrator.

Pursuant to the Preliminary Approval Order, Meridian Settlement Services LLC mailed the approved Notice of Class Action Settlement and Claim Form (the "Class Notice") on November 3, 2023, to approximately 1,843 Settlement Class members at their last known mailing addresses, as identified from Defendant's employment records. Of the notices mailed, seven were initially returned as undeliverable. Meridian Settlement Services LLC conducted skip-tracing and re-mailed the seven notices to updated addresses. In addition to direct mail notice, the Class Notice was posted on a dedicated settlement website administered by Meridian Settlement Services LLC, accessible at www.amasettlement.com, which provided the full Settlement Agreement, the Class Notice, the Claim Form, and frequently asked questions.

The deadline for class members to submit requests for exclusion (opt-outs) and written objections was January 2, 2024. Twenty-three valid requests for exclusion were received, representing approximately 1.24% of the Settlement Class. Four written objections were received.

One thousand two hundred sixty-two valid claims were submitted, representing a claims rate of approximately 68.2% of the Settlement Class — a rate that is notably high for a wage-and-hour class action settlement of this nature.

On January 22, 2024, the parties filed the Motion for Final Approval of Class Action Settlement, which was supported by the following submissions: (1) the Declaration of Angela Truong of Meridian Settlement Services LLC, detailing the notice and claims administration process; (2) the Declaration of Devon Archer of Calderwood & Harkness LLP, on behalf of Defendant, addressing Defendant's compliance with the settlement terms; (3) the Declaration of Marco Castellano of Castellano Byrne & Salas LLP, on behalf of Class Counsel, addressing the litigation history, the basis for the settlement, and the reasonableness of the requested fees and costs; (4) the Supplemental Declaration of Renata Vasquez of Calderwood & Harkness LLP, filed January 30, 2024, providing additional information regarding Defendant's financial condition and the settlement funding mechanism; and (5) the Response to Class Member Objections, addressing each of the four objections received.

The Final Approval Hearing was held on February 2, 2024, in Department 34. Marco Castellano and Diane Salas appeared on behalf of Plaintiffs and the Settlement Class. Sandra Higuera appeared as PAGA co-counsel. Renata Vasquez and Devon Archer appeared on behalf of Defendant. None of the objecting class members appeared at the hearing.

Having considered all of the foregoing, the Court now enters this Order Granting Final Approval of Class Action Settlement and Judgment.

SECTION 1: FINAL CERTIFICATION OF SETTLEMENT CLASS

1.1 The Court hereby grants final certification of the following Settlement Class for purposes of the settlement:

Settlement Class Definition: "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 October 31, 2023, who were subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system."

1.2 Based on Defendant's employment records, as verified by the Claims Administrator, the estimated size of the Settlement Class is approximately 1,850 individuals.

1.3 The Court finds that the Settlement Class satisfies the requirements for class certification under California Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, for settlement purposes. Specifically, the Court finds that: (a) the Settlement Class is sufficiently numerous such that joinder of all members would be impracticable; (b) there are questions of law and fact common to the Settlement Class, including whether AMA's automatic meal period deduction policy in the NovaPay Solutions TimeTrack Pro timekeeping system resulted in systematic underpayment of wages; (c) the claims of the class representatives are typical of the claims of the Settlement Class; (d) the class representatives and Class Counsel will fairly and adequately protect the interests of the Settlement Class; and (e) a class action is a superior method for the fair and efficient adjudication of the controversy. Because this certification is for settlement purposes only, the Court need not address manageability concerns that might arise in the context of a contested class trial.

1.4 The Court confirms the following individuals as Class Representatives:

(a) Marisol Fuentes: Former Production Coordinator, Unscripted Programming Division of Aurelius Media Americas Inc. Ms. Fuentes was employed by AMA from approximately March 14, 2019 through August 5, 2022. Ms. Fuentes initiated this litigation and has actively participated throughout, including in discovery, depositions, and both mediation sessions. Ms. Fuentes has demonstrated her commitment to the interests of the Settlement Class, and the Court finds that she has adequately and fairly represented the class throughout these proceedings.

(b) Derek Halloran: Former Post-Production Assistant, Digital Content Division of Aurelius Media Americas Inc. Mr. Halloran was employed by AMA from approximately June 1, 2020 through November 30, 2022. Mr. Halloran filed the related action subsequently consolidated with the lead case and has actively participated in discovery and depositions. The Court finds that Mr. Halloran has adequately and fairly represented the class throughout these proceedings.

(c) Yesenia Padilla: Former Segment Coordinator, Live Events Division of Aurelius Media Americas Inc. Ms. Padilla was employed by AMA from approximately January 10, 2018 through May 17, 2022. Ms. Padilla was added as a named plaintiff in the Consolidated Complaint and has actively participated in discovery, depositions, and mediation. The Court finds that Ms. Padilla has adequately and fairly represented the class throughout these proceedings.

1.5 The Court confirms the appointment of the following as Class Counsel:

(a) Lead Class Counsel: Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim), 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025. Lead Class Counsel has demonstrated extensive experience in complex employment class actions and has vigorously and effectively represented the interests of the Settlement Class throughout this litigation.

(b) PAGA Co-Counsel: Veltrano Employment Law Group PC (Sandra Higuera), 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. PAGA Co-Counsel has demonstrated the requisite experience and competence to represent the interests of aggrieved employees in the PAGA component of this settlement.

SECTION 2: APPROVAL OF SETTLEMENT

2.1 The Court has reviewed the Class Action Settlement Agreement and Release dated September 15, 2023, including all exhibits and attachments thereto. The Court has further reviewed the supporting declarations, the record of discovery and proceedings in this consolidated action, the four objections received from class members, the twenty-three requests for exclusion, the claims data reported by the Claims Administrator, and the arguments of counsel presented at the Final Approval Hearing on February 2, 2024.

2.2 The Court finds that the settlement is fair, adequate, and reasonable, and that it is in the best interests of the Settlement Class. In reaching this determination, the Court has considered the factors set forth in Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794, 1801, and Kullar v. Foot Locker Retail, Inc. (2008) 168 Cal.App.4th 116, 128, including the following:

(a) Arm's-Length Negotiation. The Court finds that the settlement was the product of arm's-length, informed negotiations conducted by experienced and competent counsel for both sides. The negotiations were facilitated by the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., a retired Los Angeles Superior Court Judge with over twenty-five years of experience on the bench. The parties engaged in two full-day mediation sessions — on August 25, 2023, and September 8, 2023 — totaling approximately sixteen hours of mediation. The involvement of a respected neutral mediator and the extended duration of the negotiations support the conclusion that the settlement resulted from genuine, adversarial bargaining rather than collusion. There is no indication whatsoever that the settlement is the product of fraud, overreaching, or collusion between the parties or their counsel.

(b) Adequacy of Investigation and discovery. The Court finds that the parties conducted extensive investigation and discovery prior to reaching the settlement, and that class counsel was fully informed of the strengths and weaknesses of the case at the time of settlement. The record reflects the following pre-settlement discovery: Defendant produced approximately 147,832 documents, comprising roughly 1.2 million pages, including payroll records, timekeeping data from the NovaPay Solutions TimeTrack Pro system, corporate policies, employee handbooks, internal memoranda, and training materials related to meal and rest period policies. Plaintiffs produced approximately 3,412 documents. The parties conducted a total of eighteen depositions — eleven by Plaintiffs (including depositions of AMA's corporate designees under California Code of Civil Procedure section 2025.230, AMA's Human Resources Director, AMA's Payroll Manager, and several current and former supervisors and managers at various California production facilities) and seven by Defendant (including depositions of all three named plaintiffs and four additional putative class members). Expert reports were exchanged by Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (Plaintiffs' economics expert, report dated April 28, 2023), Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (Defendant's industrial/organizational psychology expert, report dated May 19, 2023), and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (Defendant's economics expert, report dated June 9, 2023). Additionally, the parties fully briefed and argued the contested motion for class certification, which resulted in the Court's August 11, 2023 order granting partial certification. This extensive pre-settlement record demonstrates that Class Counsel had an informed basis upon which to evaluate the merits of the case and the reasonableness of the proposed settlement.

(c) Strength of Claims and Defenses. The Court finds that the settlement amount represents a reasonable recovery in light of the strengths and risks of the claims and defenses in this case. Plaintiffs' economics expert, Dr. Howard Rennick, calculated total aggregate damages of approximately $38.6 million, including approximately $12.2 million in PAGA penalties. Defendant's economics expert, Dr. Catherine Lindstrom, calculated total aggregate damages of approximately $5.8 million. The Gross Settlement Amount of $14,750,000.00 represents approximately 38.2% of Plaintiffs' expert's total damages calculation — a percentage recovery that is well within the range of settlements approved by California courts in comparable wage-and-hour class actions.

The Court further finds that the settlement amount reflects a reasonable compromise given the following considerations: (i) the Court's August 11, 2023 partial certification order, which certified the first meal period auto-deduction claim but denied certification of several other claims, creating significant uncertainty as to Plaintiffs' ability to recover on the non-certified claims on a class-wide basis; (ii) the substantial defenses available to AMA, including the defense that the automatic meal period deduction in the NovaPay Solutions TimeTrack Pro system was subject to employee override and correction, and the defense that working conditions varied significantly across AMA's seven California production facilities and fourteen show units, potentially requiring individualized inquiries into whether particular class members were denied meal periods or were otherwise harmed by the auto-deduction policy; (iii) the risk that, even on the certified claims, the jury might credit the defense experts and award significantly less than Plaintiffs sought; and (iv) the risk of further appellate proceedings that could delay or eliminate recovery for class members.

(d) Class Reaction. The reaction of the Settlement Class strongly supports final approval. The claims rate of 68.2% — with 1,262 of approximately 1,850 class members submitting valid claims — is notably high and demonstrates that a significant majority of class members wish to participate in the settlement. The opt-out rate of 1.24% (23 class members out of approximately 1,850) is minimal and reflects broad class support for the settlement terms. Only four objections were received, representing approximately 0.22% of the class. The overwhelmingly positive response of the Settlement Class provides strong evidence that the settlement is fair, adequate, and reasonable. See Wershba v. Computer, Inc. (2001) 91 Cal.App.4th 224, 245 (noting that "the absence of a large number of objections to a proposed class action settlement raises a strong presumption that the terms of a proposed class settlement action are favorable to the class members").

(e) Scope of Release. The Court has considered the breadth of the release contained in the Settlement Agreement, which encompasses all class and PAGA claims arising from the operative facts alleged in the Consolidated Complaint, including claims that were certified for class treatment (meal period auto-deduction, derivative wage statement, and UCL claims) as well as claims that were not certified for class treatment (rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims). The Court finds that this broad release is reasonable and appropriate. The non-certified claims arise from the same set of operative facts as the certified claims and were factored into the parties' negotiations of the overall settlement value. The Gross Settlement Amount of $14,750,000.00 reflects consideration of the value and risk associated with all claims, both certified and non-certified. A broad release of all claims arising from the operative facts provides comprehensive finality for both parties, avoids the inefficiency and expense of re-litigation of related claims, and is consistent with the practice of California courts in approving wage-and-hour class action settlements. See Predding v. United Teachers Los Angeles (2012) 208 Cal.App.4th 322, 337–338.

2.3 Based on the foregoing findings, the Court hereby GRANTS final approval of the Class Action Settlement Agreement and Release dated September 15, 2023, including all terms and conditions set forth therein. The Court finds that the settlement is fair, adequate, and reasonable, and that it is in the best interests of the Settlement Class.

SECTION 3: APPROVAL OF SETTLEMENT AMOUNT AND ALLOCATION

3.1 The Court approves the following financial terms of the settlement:

3.2 Gross Settlement Amount. The Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00) is non-reversionary. AMA shall not be entitled to the return of any portion of the GSA under any circumstances. The entire GSA shall be disbursed in accordance with the terms of the Settlement Agreement and this Order.

3.3 Net Settlement Fund Calculation. The Net Settlement Fund 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).

3.4 Distribution Formula. The Net Settlement Fund of $8,251,525.00 shall be distributed on a pro rata basis to all Settlement Class Members who did not validly opt out of the settlement, using the following allocation formula:

(a) Sixty percent (60%) of each individual class member's pro rata share shall be calculated based on the number of qualifying workweeks worked by that class member during the class period (November 1, 2018 through October 31, 2023), as reflected in Defendant's employment and payroll records; and

(b) Forty percent (40%) of each individual class member's pro rata share shall be calculated based on the number of recorded overtime hours worked by that class member during the class period (November 1, 2018 through October 31, 2023), as reflected in Defendant's timekeeping records maintained in the NovaPay Solutions TimeTrack Pro system.

The Court finds that this allocation formula is reasonable and equitable. It appropriately weights both the duration of class members' employment (reflecting exposure to the auto-deduction policy) and overtime hours worked (reflecting the degree of potential wage loss), and it was negotiated at arm's length between the parties with the assistance of the mediator.

3.5 Estimated Average Individual Payment. Based on the approved Net Settlement Fund and the estimated class size, the estimated average individual payment to Settlement Class Members is approximately $4,460.00 per class member ($8,251,525.00 ÷ 1,850 class members). Actual individual payments will vary based on each class member's qualifying workweeks and recorded overtime hours during the class period. The Claims Administrator shall calculate individual payment amounts in accordance with the distribution formula set forth above and shall provide the parties and the Court with a final distribution schedule prior to issuance of settlement checks.

3.6 Tax Treatment. Payments to Settlement Class Members shall be allocated for tax purposes as follows:

(a) Fifty percent (50%) of each payment shall be treated as wages, subject to all applicable federal, state, and local income tax withholding and payroll deductions, including withholding for federal income tax, California state income tax, Social Security (FICA), and Medicare. The employer's share of payroll taxes on the wage portion shall be paid by Defendant separately and in addition to the Gross Settlement Amount, as provided in Section 4.3 of the Settlement Agreement.

(b) Thirty-three and one-third percent (33.33%) of each payment shall be treated as interest and penalties, to be reported on IRS Form 1099-MISC. No withholding shall be applied to this portion.

(c) Sixteen and two-thirds percent (16.67%) of each payment shall be treated as non-wage damages (i.e., emotional distress and/or general damages), to be reported on IRS Form 1099-MISC. No withholding shall be applied to this portion.

Neither the Court nor the parties make any representation as to the tax consequences of any payment made pursuant to this settlement. Each class member is encouraged to consult with his or her own tax advisor regarding the tax treatment of any payment received.

SECTION 4: APPROVAL OF PAGA PAYMENT

4.1 The Court approves the PAGA payment in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) from the Gross Settlement Amount. This amount resolves all PAGA representative claims asserted by Plaintiffs in this action based on the operative facts alleged in the Consolidated Complaint, including claims arising under California Labor Code sections 2698 through 2699.8.

4.2 The PAGA payment shall be allocated as follows:

(a) Seventy-five percent (75%) to the California Labor and Workforce Development Agency ("LWDA"): $562,500.00. This amount shall be transmitted by the Claims Administrator directly to the LWDA in accordance with California Labor Code section 2699, subdivision (i).

(b) Twenty-five percent (25%) to aggrieved employees: $187,500.00. This amount shall be distributed pro rata among the aggrieved employees in the Settlement Class (excluding those who validly opted out of the class settlement, who are nonetheless eligible for the PAGA portion as PAGA claims cannot be waived through an opt-out) in accordance with the distribution formula and procedures set forth in the Settlement Agreement.

4.3 The Court finds that the PAGA payment of $750,000.00 is reasonable in light of the PAGA penalties at issue, the strength of the PAGA claims, and the litigation risks associated with pursuing PAGA claims through trial and judgment. The LWDA was served with notice of the proposed PAGA settlement as required by California Labor Code section 2699, subdivision (l)(2), and has not objected to the proposed settlement.

SECTION 5: APPROVAL OF ATTORNEYS' FEES AND LITIGATION COSTS

5.1 Attorneys' Fees. The Court approves an award of attorneys' fees to Class Counsel in the amount of Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175.00), representing thirty-three and one-third percent (33.33%) of the Gross Settlement Amount. The attorneys' fees shall be paid from the Gross Settlement Amount.

The Court finds that the requested fee percentage of 33.33% is within the range of fee percentages routinely approved by California courts in class action settlements, and is reasonable under the circumstances of this case. In reaching this determination, the Court has considered the following factors:

(a) The complexity of the litigation, which involved contested class certification proceedings, extensive document discovery encompassing approximately 147,832 documents produced by Defendant, eighteen depositions, and the engagement and management of multiple expert witnesses;

(b) The quality of the result achieved for the Settlement Class, including a Gross Settlement Amount of $14,750,000.00, representing approximately 38.2% of Plaintiffs' expert's total damages estimate of $38.6 million — a result that is well within the range of acceptable settlements in comparable California wage-and-hour class actions;

(c) The significant risk undertaken by Class Counsel, who prosecuted this action on a contingency fee basis and advanced all costs of litigation, with no guarantee of any recovery. The risk was substantial, particularly in light of the Court's partial denial of class certification, which eliminated several categories of claims from class-wide adjudication;

(d) The extensive work performed by Class Counsel over approximately twenty-two months of active litigation, including investigation, pleading, discovery, class certification briefing, expert engagement, and mediation;

(e) The fee is consistent with the percentage-of-the-fund method approved by the California Supreme Court in Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503, which held that the percentage-of-the-fund method is an appropriate method for determining attorneys' fees in common fund class action settlements in California. The Court notes that the 33.33% percentage is the most commonly approved fee percentage in California class action settlements and is well within the 25%–40% range typically approved by courts.

As a cross-check on the percentage-of-the-fund analysis, the Court has reviewed Class Counsel's lodestar information set forth in the Declaration of Marco Castellano. Class Counsel reports a combined lodestar of approximately $2,740,000 for attorneys and professional staff at Castellano Byrne & Salas LLP and Veltrano Employment Law Group PC. The approved fee of $4,916,175.00 represents a lodestar multiplier of approximately 1.79, which is well within the range of multipliers approved by California courts. See Laffitte, supra, 1 Cal.5th at p. 506 (noting that lodestar cross-checks resulting in multipliers of 1.5 to 3.0 are commonly approved).

5.2 Litigation Costs. The Court approves reimbursement of litigation costs to Class Counsel in the amount of Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). The litigation costs shall be paid from the Gross Settlement Amount.

The Court finds that the requested costs are reasonable and have been adequately documented in the Declaration of Marco Castellano. The costs include, among other items, filing fees, service of process fees, deposition costs (including court reporter fees and videographer charges for eighteen depositions), expert witness fees (including the fees of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC), document review and production costs, mediation fees, travel expenses, and other reasonable out-of-pocket expenses incurred in the prosecution of this action.

SECTION 6: APPROVAL OF CLASS REPRESENTATIVE SERVICE AWARDS

6.1 The Court approves the following service awards to the named Class Representatives, to be paid from the Gross Settlement Amount:

(a) Marisol Fuentes: Fifteen Thousand Dollars ($15,000.00)

(b) Derek Halloran: Ten Thousand Dollars ($10,000.00)

Total Service Awards: Thirty-Five Thousand Dollars ($35,000.00)

6.2 The Court finds that these service awards are reasonable and appropriate in recognition of the named plaintiffs' contributions to the prosecution of this action and the benefit conferred upon the Settlement Class. Each of the named plaintiffs took on the risk of serving as a class representative, agreed to be publicly identified in the litigation, devoted significant personal time and effort to the case, and actively participated in discovery, depositions, and two full-day mediation sessions. Ms. Fuentes is awarded a slightly higher service award in recognition of her role in initiating this litigation and her particularly extensive participation in discovery and deposition proceedings. The service awards are within the range of amounts routinely approved by California courts. See Clark v. American Residential Services LLC (2009) 175 Cal.App.4th 785, 806.

6.3 The service awards are in addition to and separate from any pro rata payment each class representative may receive as a Settlement Class Member from the Net Settlement Fund.

SECTION 7: APPROVAL OF CLAIMS ADMINISTRATOR

7.1 The Court confirms the appointment of Meridian Settlement Services LLC (Angela Truong, principal contact), with offices located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, as Claims Administrator for the settlement.

7.2 The settlement administration budget of Three Hundred Eighty-Five Thousand Dollars ($385,000.00), to be paid from the Gross Settlement Amount, is approved. The Court finds that the administration costs are reasonable in light of the scope of the notice and claims administration duties, including the mailing of individual class notices to approximately 1,843 class members, the maintenance of the settlement website, the processing of 1,262 valid claims, the handling of 23 opt-out requests and 4 objections, skip-tracing and re-mailing efforts, and the forthcoming distribution of individual settlement payments.

7.3 The Court finds, based on the Declaration of Angela Truong filed January 22, 2024, that the class notice was administered in full compliance with the Preliminary Approval Order dated October 18, 2023. Specifically, the Claims Administrator timely mailed the Court-approved Class Notice and Claim Form to all identified Settlement Class Members by first-class mail on November 3, 2023; conducted skip-tracing and re-mailed notices for the seven initially undeliverable addresses; maintained a settlement website containing the Settlement Agreement, Class Notice, Claim Form, and related materials; and timely processed all claims, opt-outs, and objections received during the notice period.

7.4 The Court finds that the notice plan, as implemented, satisfied the requirements of due process and provided the best notice practicable under the circumstances to Settlement Class Members regarding the proposed settlement, the claims process, the right to opt out, the right to object, and the Final Approval Hearing. The notice was clear, concise, and written in plain language in both English and Spanish. The notice adequately informed class members of the terms of the settlement, the allocation of the settlement fund, the requested attorneys' fees and costs, the service awards, and the procedures for submitting claims, opting out, or objecting.

SECTION 8: RULING ON OBJECTIONS

8.1 The Court has reviewed each of the four written objections filed by Settlement Class Members, as well as the Response to Class Member Objections filed by the parties on January 22, 2024. None of the four objecting class members appeared at the Final Approval Hearing on February 2, 2024.

8.2 All four objections are OVERRULED for the reasons set forth below:

(1) Objection of Carlos Vega. Mr. Vega objects to the requested attorneys' fee percentage of 33.33%, arguing that it is excessive and that a lower percentage would result in a larger recovery for class members. This objection is OVERRULED. As discussed in Section 5 above, the 33.33% fee is within the range of percentages routinely approved by California courts in class action settlements and is the most commonly awarded percentage in common fund class action cases in this jurisdiction. The fee is supported by the complexity of the litigation, the quality of the result obtained, the risk undertaken by Class Counsel in prosecuting this action on a contingency fee basis, and the extensive work performed over approximately twenty-two months of litigation. The lodestar cross-check confirms the reasonableness of the fee, yielding a multiplier of approximately 1.79. Mr. Vega's objection does not identify any specific basis for concluding that a lower fee percentage would be appropriate in this case, nor does it suggest that Class Counsel's work was deficient or that the result achieved was inadequate.

(2) Objection of Rachel Kimura. Ms. Kimura objects to the allocation formula used to distribute the Net Settlement Fund, arguing that overtime hours should be weighted more heavily than the approved 40% weighting because, in her view, class members who worked the most overtime hours suffered the greatest harm from the auto-deduction policy. This objection is OVERRULED. The 60/40 allocation formula — 60% based on qualifying workweeks worked during the class period and 40% based on recorded overtime hours during the class period — was negotiated at arm's length between the parties with the assistance of the mediator and represents a reasonable compromise. The formula appropriately balances the interests of all class members: the workweeks component ensures that all class members who were subject to the auto-deduction policy receive a meaningful recovery proportional to their exposure, while the overtime component provides additional recovery for class members who worked more overtime hours and may have experienced greater wage loss. The Court finds no basis to disturb the negotiated allocation formula.

(3) Objection of Samuel Torres. Mr. Torres objects to the overall settlement amount, arguing that the class should receive at least $25 million. This objection is OVERRULED. The Gross Settlement Amount of $14,750,000.00 is within the range of settlements approved in comparable California wage-and-hour class action cases and represents a significant recovery in light of the competing expert analyses and the litigation risks on both sides. As noted above, the defense economics expert calculated total aggregate damages of approximately $5.8 million, while Plaintiffs' expert calculated damages of approximately $38.6 million. The settlement falls between these estimates and reflects a reasonable compromise given the substantial uncertainty regarding the outcome at trial. Mr. Torres's preference for a higher recovery does not establish that the negotiated settlement is unfair, inadequate, or unreasonable. The Court notes that Mr. Torres identifies no factual or legal basis for concluding that a $25 million recovery was achievable, particularly in light of the Court's August 11, 2023 order denying certification on several claims.

(4) Objection of Dawn Prescott. Ms. Prescott objects to the scope of the release, specifically the inclusion of non-certified claims (rest period, off-the-clock/overtime, minimum wage, and waiting time penalty claims) within the released claims, arguing that class members should receive separate compensation for the release of those claims. This objection is OVERRULED. The broad release of non-certified claims arising from the operative facts alleged in the Consolidated Complaint is standard practice in California wage-and-hour class action settlements and has been routinely approved by courts in this jurisdiction. See Predding v. United Teachers Los Angeles (2012) 208 Cal.App.4th 322, 337–338. The value of the non-certified claims was factored into the overall negotiation of the Gross Settlement Amount, and the $14,750,000.00 GSA reflects the parties' assessment of the aggregate value and risk of all claims, both certified and non-certified. Requiring separate line-item compensation for each individual claim would be impractical and would not necessarily result in a higher overall recovery for the class, as the inclusion of additional claims in the settlement adds to the certainty and finality that made the overall settlement amount possible.

SECTION 9: OPT-OUTS

9.1 The Court notes that twenty-three (23) valid requests for exclusion were received by the Claims Administrator prior to the January 2, 2024 opt-out deadline. The twenty-three opt-outs represent approximately 1.24% of the approximately 1,850-member Settlement Class.

9.2 The twenty-three Settlement Class Members who submitted valid requests for exclusion are hereby excluded from the Settlement Class. These individuals are not bound by this Order and Judgment and shall not receive any payment from the Net Settlement Fund. They retain all rights to pursue their individual claims against Defendant, if any, subject to applicable statutes of limitation and other defenses.

9.3 The Court notes that the twenty-three opt-outs are well below the five percent (5%) threshold — which would have been ninety-three (93) individuals — specified in Section 8.2 of the Settlement Agreement as the trigger for Defendant's right to void the settlement. Accordingly, Defendant's right to void the settlement has not been triggered, and Defendant has confirmed through its counsel that it does not seek to exercise any such right.

9.4 A list of the twenty-three individuals who submitted valid requests for exclusion has been filed with the Court under seal and is incorporated by reference herein. The list shall remain under seal to protect the privacy of the individuals identified therein.

SECTION 10: RELEASE OF CLAIMS

10.1 Upon entry of this Order and Judgment, and in consideration of the settlement payments described herein, all Settlement Class Members who have not validly opted out of the settlement (the "Releasing Class Members") hereby release and forever discharge Defendant Aurelius Media Americas Inc., its parent company Aurelius Global Media Group PLC, and each of their respective current and former officers, directors, shareholders, employees, agents, attorneys, insurers, predecessors, successors, assigns, subsidiaries, and affiliated entities (collectively, the "Released Parties") from any and all claims, demands, rights, causes of action, suits, debts, obligations, damages, penalties, fines, losses, costs, expenses, attorneys' fees, and liabilities of any kind, whether known or unknown, suspected or unsuspected, contingent or accrued, arising from the operative facts alleged in the Consolidated Complaint during the class period (November 1, 2018 through October 31, 2023), including but not limited to the following:

(a) Meal period claims under California Labor Code sections 226.7 and 512, including claims arising from AMA's automatic meal period deduction policy in the NovaPay Solutions TimeTrack Pro timekeeping system;

(b) Rest period claims under California Labor Code section 226.7;

(d) Minimum wage claims under California Labor Code sections 1197 and 1197.1;

(e) Wage statement claims under California Labor Code section 226;

(f) Waiting time penalty claims under California Labor Code sections 201 through 203;

(g) Unfair competition claims under California Business and Professions Code section 17200 et seq.;

(h) PAGA claims under California Labor Code sections 2698 through 2699.8;

(i) All other wage-and-hour claims, whether arising under statute, regulation, common law, or equity, that arise from the same operative facts alleged in the Consolidated Complaint during the class period (November 1, 2018 through October 31, 2023).

10.2 The release set forth in Section 10.1 above includes claims that were certified for class treatment by the Court's August 11, 2023 order (meal period auto-deduction, derivative wage statement, and UCL claims) as well as claims that were not certified for class treatment (rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims).

10.3 The release set forth in Section 10.1 above is effective as to both known and unknown claims. All Releasing Class Members are deemed to have waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code section 1542, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Releasing Class Member understands and acknowledges that he or she may discover facts other than or different from those that he or she now knows or believes to be true with respect to the released claims, but each Releasing Class Member fully, finally, and forever settles, releases, and discharges the Released Parties from any and all released claims, including claims based upon such different or additional facts. Each Releasing Class Member acknowledges and agrees that this waiver of the provisions of California Civil Code section 1542 is a material term of the settlement, negotiated by the parties and agreed to as part of the overall compromise reflected in the Settlement Agreement.

SECTION 11: NO ADMISSION OF LIABILITY

11.1 The Court notes that Defendant Aurelius Media Americas Inc. has denied, and continues to deny, all allegations of liability and wrongdoing asserted in the Consolidated Complaint and throughout these proceedings. Defendant entered into the Settlement Agreement solely for purposes of avoiding the expense, burden, and uncertainty of further litigation, and without any admission of fault, liability, wrongdoing, or violation of any law, statute, regulation, rule, or duty.

11.2 This Order and Judgment, the Settlement Agreement, and the Court's approval thereof shall not constitute, and shall not be construed as, an admission of liability, wrongdoing, or violation of any law, statute, regulation, or rule by Defendant or any of the Released Parties. Neither this Order and Judgment, the Settlement Agreement, nor any proceedings taken pursuant thereto shall be offered or received in evidence in any action or proceeding against Defendant or any of the Released Parties as an admission or concession of liability or wrongdoing of any nature, except as may be necessary to enforce the terms of the Settlement Agreement and this Order and Judgment.

SECTION 12: SETTLEMENT FUNDING AND DISTRIBUTION

12.1 Defendant Aurelius Media Americas Inc. shall fund the settlement in accordance with the terms of the Settlement Agreement, as follows:

(a) Total Gross Settlement Amount: Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00).

(b) Funding Deadline: Defendant shall wire the full Gross Settlement Amount to the Meridian Settlement Services LLC settlement escrow account (the "Settlement Fund Account") within fourteen (14) calendar days of the entry of this Order and Judgment — i.e., no later than February 23, 2024. The Settlement Fund Account shall be maintained by the Claims Administrator in a federally insured banking institution, and the Claims Administrator shall provide confirmation of receipt to all counsel of record within two (2) business days of funding.

(c) Distribution of Payments: The Claims Administrator, Meridian Settlement Services LLC, shall distribute individual settlement payments to eligible Settlement Class Members within thirty (30) calendar days following receipt of the Gross Settlement Amount in the Settlement Fund Account. Individual payments shall be calculated in accordance with the distribution formula set forth in Section 3.4 of this Order. Settlement checks shall be mailed by first-class mail to each eligible class member at his or her last known address, as updated through the claims process.

12.2 Uncashed Checks. Settlement checks that remain uncashed for one hundred eighty (180) calendar days following the date of mailing shall be void. Any funds remaining from uncashed checks, after deduction of any applicable tax withholdings and reporting obligations, shall be distributed cy pres to the Legal Aid Foundation of Los Angeles, a nonprofit organization providing free legal services to low-income individuals in Los Angeles County. The Court finds that the Legal Aid Foundation of Los Angeles is an appropriate cy pres recipient given its mission to serve the low-income and working communities from which many of the Settlement Class Members are drawn, and the connection between its mission and the wage-and-hour claims at issue in this action.

12.3 The Claims Administrator shall provide a final accounting to the Court and all counsel of record within sixty (60) days following the expiration of the 180-day check-cashing period, detailing all payments distributed, all uncashed checks, and any cy pres distribution.

SECTION 13: ENTRY OF JUDGMENT

13.1 Judgment is hereby entered in favor of Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, individually and on behalf of the Settlement Class, and against Defendant Aurelius Media Americas Inc., in accordance with the terms of the Class Action Settlement Agreement and Release dated September 15, 2023, as approved by this Order.

13.2 This action is DISMISSED WITH PREJUDICE as to all Settlement Class Members who have not validly opted out. The dismissal with prejudice applies to all claims released pursuant to Section 10 of this Order, including all class claims and PAGA claims arising from the operative facts alleged in the Consolidated Complaint during the class period.

13.3 As to the twenty-three (23) Settlement Class Members who submitted valid requests for exclusion, this action is dismissed without prejudice as to those individuals only, to the extent of their individual claims, if any.

13.4 Each party shall bear its own costs and attorneys' fees except as expressly provided in this Order. The award of attorneys' fees and litigation costs to Class Counsel, as set forth in Section 5 of this Order, shall be the exclusive award of fees and costs in this action, and no further fees or costs shall be recoverable by any party.

SECTION 14: RETENTION OF JURISDICTION

14.1 The Court retains continuing and exclusive jurisdiction over this action, all parties to the Settlement Agreement, and all Settlement Class Members for purposes of:

(a) Supervising, enforcing, administering, and interpreting the Settlement Agreement and this Order and Judgment;

(b) Resolving any disputes or controversies arising out of, relating to, or connected with the settlement, the Settlement Agreement, or this Order and Judgment;

(c) Addressing any issues related to the calculation, distribution, or disposition of the Net Settlement Fund, including but not limited to disputes regarding individual payment calculations, uncashed checks, and cy pres distributions;

(d) Addressing any post-judgment motions, applications, or proceedings, including motions to enforce the settlement, motions for contempt, and any other matters necessary to effectuate the terms of the Settlement Agreement and this Order and Judgment; and

(e) Such other matters as may be necessary and appropriate to carry out the intent and purpose of the Settlement Agreement and this Order and Judgment.

14.2 The Court's retention of jurisdiction under this Section shall continue until such time as the settlement has been fully administered and all obligations under the Settlement Agreement and this Order and Judgment have been fully performed and discharged.

SECTION 15: ORDER

IT IS SO ORDERED.

Dated: February 9, 2024

________________________________________

HON. RAYMOND ESCOBEDO Judge of the Superior Court County of Los Angeles

Filed and Entered: February 9, 2024 Clerk of the Superior Court

By: M. Nguyen, Deputy Clerk

Copy retained in Calderwood & Harkness LLP matter file, C&H Matter No. 1017-00004.

This Order was served electronically on all counsel of record on February 9, 2024, pursuant to the Court's electronic service procedures.

Counsel of Record:

Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, Trevor Kim) — Lead Class Counsel Veltrano Employment Law Group PC (Sandra Higuera) — PAGA Co-Counsel Calderwood & Harkness LLP (Renata Vasquez, Devon Archer) — Counsel for Defendant Aurelius Media Americas Inc.

Lead Case No.:	22STCV38214 (Consolidated with 22STCV39501)
Assigned for All Purposes to:	Hon. Raymond Escobedo, Dept. 34
Complaint Filed:	November 1, 2022
Trial Date:	Vacated
Component	Amount
Gross Settlement Amount (GSA)	$14,750,000.00
Attorneys' Fees (Class Counsel — 33.33% of GSA)	$4,916,175.00
Litigation Costs (Class Counsel)	$412,300.00
Class Representative Service Awards (Total)	$35,000.00
Settlement Administration Costs (Meridian Settlement Services LLC)	$385,000.00
PAGA Payment	$750,000.00
Net Settlement Fund	$8,251,525.00

FILED — SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES — FEBRUARY 9, 2024 DAVID W. SLAYTON, EXECUTIVE OFFICER/CLERK OF COURT — BY: M. NGUYEN, DEPUTY
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated,
Plaintiffs,
v.
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,
Defendants.
ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT
This matter came before the Court on February 2, 2024, for a hearing on Plaintiffs' Motion for Final Approval of Class Action Settlement ("Final Approval Motion"). Having reviewed and considered the Motion for Final Approval, the Class Action Settlement Agreement and Release dated September 15, 2023 (the "Settlement Agreement"), all supporting declarations and exhibits, all objections and responses thereto, the record of proceedings in this consolidated action, and the arguments of counsel presented at the Final Approval Hearing, the Court hereby makes the following findings and enters the following Order and Judgment.
PROCEDURAL HISTORY
On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint against Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant") in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 22STCV38214. The complaint alleged, among other things, that AMA employed an automatic meal period deduction policy through its timekeeping system that resulted in systematic underpayment of wages to non-exempt, hourly employees at AMA's California production facilities. On November 18, 2022, Plaintiff Derek Halloran filed a related putative class action complaint against the same Defendant, bearing Case No. 22STCV39501, asserting substantially similar claims.
By Order dated February 3, 2023, the Court consolidated Case Nos. 22STCV38214 and 22STCV39501, designating Case No. 22STCV38214 as the lead case for all purposes. Following consolidation, Plaintiffs filed a Consolidated Class Action Complaint adding Yesenia Padilla as a named plaintiff and asserting claims for meal period violations, rest period violations, overtime violations, minimum wage violations, wage statement violations, waiting time penalties, unfair business practices under the Unfair Competition Law ("UCL"), and penalties under the Private Attorneys General Act ("PAGA").
Defendant Aurelius Media Americas Inc., a Delaware corporation qualified to do business in California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, appeared in this action through its counsel of record, Renata Vasquez and Devon Archer of Calderwood & Harkness LLP. Defendant filed an Answer to the Consolidated Complaint denying all material allegations and asserting affirmative defenses.
Plaintiffs appeared through their counsel of record, Marco Castellano and Diane Salas of Castellano Byrne & Salas LLP, serving as lead class counsel, and Sandra Higuera of Veltrano Employment Law Group PC, serving as PAGA co-counsel.
Following extensive discovery, on August 11, 2023, the Court granted in part and denied in part Plaintiffs' Motion for Class Certification. Specifically, the Court certified the following claims for class treatment: (1) the first meal period automatic deduction claim under California Labor Code sections 226.7 and 512; (2) the derivative wage statement claim under California Labor Code section 226; and (3) the UCL claim under California Business and Professions Code section 17200. The Court denied certification of the rest period claims, off-the-clock and overtime claims, minimum wage claims, second meal period claims, and waiting time penalty claims, finding that those claims presented individualized issues predominating over common questions.
Following the Court's partial certification ruling, the parties engaged in extensive settlement discussions. The parties participated in two full-day mediation sessions — the first on August 25, 2023, and the second on September 8, 2023 — before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Judge Okoro is a retired Los Angeles Superior Court Judge with over twenty-five years of experience on the bench and extensive experience mediating complex employment class actions. The mediations totaled approximately sixteen hours of negotiations.
On September 15, 2023, the parties executed the Class Action Settlement Agreement and Release. On September 22, 2023, Plaintiffs and Defendant jointly moved for preliminary approval of the class action settlement. On October 18, 2023, the Court entered the Order Granting Preliminary Approval of the Class Action Settlement ("Preliminary Approval Order"), which, among other things, provisionally certified the settlement class for settlement purposes, approved the proposed class notice and notice plan, and appointed Meridian Settlement Services LLC, with Angela Truong as the principal contact, as Claims Administrator.
Pursuant to the Preliminary Approval Order, Meridian Settlement Services LLC mailed the approved Notice of Class Action Settlement and Claim Form (the "Class Notice") on November 3, 2023, to approximately 1,843 Settlement Class members at their last known mailing addresses, as identified from Defendant's employment records. Of the notices mailed, seven were initially returned as undeliverable. Meridian Settlement Services LLC conducted skip-tracing and re-mailed the seven notices to updated addresses. In addition to direct mail notice, the Class Notice was posted on a dedicated settlement website administered by Meridian Settlement Services LLC, accessible at www.amasettlement.com, which provided the full Settlement Agreement, the Class Notice, the Claim Form, and frequently asked questions.
The deadline for class members to submit requests for exclusion (opt-outs) and written objections was January 2, 2024. Twenty-three valid requests for exclusion were received, representing approximately 1.24% of the Settlement Class. Four written objections were received.
One thousand two hundred sixty-two valid claims were submitted, representing a claims rate of approximately 68.2% of the Settlement Class — a rate that is notably high for a wage-and-hour class action settlement of this nature.
On January 22, 2024, the parties filed the Motion for Final Approval of Class Action Settlement, which was supported by the following submissions: (1) the Declaration of Angela Truong of Meridian Settlement Services LLC, detailing the notice and claims administration process; (2) the Declaration of Devon Archer of Calderwood & Harkness LLP, on behalf of Defendant, addressing Defendant's compliance with the settlement terms; (3) the Declaration of Marco Castellano of Castellano Byrne & Salas LLP, on behalf of Class Counsel, addressing the litigation history, the basis for the settlement, and the reasonableness of the requested fees and costs; (4) the Supplemental Declaration of Renata Vasquez of Calderwood & Harkness LLP, filed January 30, 2024, providing additional information regarding Defendant's financial condition and the settlement funding mechanism; and (5) the Response to Class Member Objections, addressing each of the four objections received.
The Final Approval Hearing was held on February 2, 2024, in Department 34. Marco Castellano and Diane Salas appeared on behalf of Plaintiffs and the Settlement Class. Sandra Higuera appeared as PAGA co-counsel. Renata Vasquez and Devon Archer appeared on behalf of Defendant. None of the objecting class members appeared at the hearing.
Having considered all of the foregoing, the Court now enters this Order Granting Final Approval of Class Action Settlement and Judgment.
SECTION 1: FINAL CERTIFICATION OF SETTLEMENT CLASS
1.1 The Court hereby grants final certification of the following Settlement Class for purposes of the settlement:
Settlement Class Definition: "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 October 31, 2023, who were subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system."
1.2 Based on Defendant's employment records, as verified by the Claims Administrator, the estimated size of the Settlement Class is approximately 1,850 individuals.
1.3 The Court finds that the Settlement Class satisfies the requirements for class certification under California Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, for settlement purposes. Specifically, the Court finds that: (a) the Settlement Class is sufficiently numerous such that joinder of all members would be impracticable; (b) there are questions of law and fact common to the Settlement Class, including whether AMA's automatic meal period deduction policy in the NovaPay Solutions TimeTrack Pro timekeeping system resulted in systematic underpayment of wages; (c) the claims of the class representatives are typical of the claims of the Settlement Class; (d) the class representatives and Class Counsel will fairly and adequately protect the interests of the Settlement Class; and (e) a class action is a superior method for the fair and efficient adjudication of the controversy. Because this certification is for settlement purposes only, the Court need not address manageability concerns that might arise in the context of a contested class trial.
1.4 The Court confirms the following individuals as Class Representatives:
(a) Marisol Fuentes: Former Production Coordinator, Unscripted Programming Division of Aurelius Media Americas Inc. Ms. Fuentes was employed by AMA from approximately March 14, 2019 through August 5, 2022. Ms. Fuentes initiated this litigation and has actively participated throughout, including in discovery, depositions, and both mediation sessions. Ms. Fuentes has demonstrated her commitment to the interests of the Settlement Class, and the Court finds that she has adequately and fairly represented the class throughout these proceedings.
(b) Derek Halloran: Former Post-Production Assistant, Digital Content Division of Aurelius Media Americas Inc. Mr. Halloran was employed by AMA from approximately June 1, 2020 through November 30, 2022. Mr. Halloran filed the related action subsequently consolidated with the lead case and has actively participated in discovery and depositions. The Court finds that Mr. Halloran has adequately and fairly represented the class throughout these proceedings.
(c) Yesenia Padilla: Former Segment Coordinator, Live Events Division of Aurelius Media Americas Inc. Ms. Padilla was employed by AMA from approximately January 10, 2018 through May 17, 2022. Ms. Padilla was added as a named plaintiff in the Consolidated Complaint and has actively participated in discovery, depositions, and mediation. The Court finds that Ms. Padilla has adequately and fairly represented the class throughout these proceedings.
1.5 The Court confirms the appointment of the following as Class Counsel:
(a) Lead Class Counsel: Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim), 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025. Lead Class Counsel has demonstrated extensive experience in complex employment class actions and has vigorously and effectively represented the interests of the Settlement Class throughout this litigation.
(b) PAGA Co-Counsel: Veltrano Employment Law Group PC (Sandra Higuera), 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. PAGA Co-Counsel has demonstrated the requisite experience and competence to represent the interests of aggrieved employees in the PAGA component of this settlement.
SECTION 2: APPROVAL OF SETTLEMENT
2.1 The Court has reviewed the Class Action Settlement Agreement and Release dated September 15, 2023, including all exhibits and attachments thereto. The Court has further reviewed the supporting declarations, the record of discovery and proceedings in this consolidated action, the four objections received from class members, the twenty-three requests for exclusion, the claims data reported by the Claims Administrator, and the arguments of counsel presented at the Final Approval Hearing on February 2, 2024.
2.2 The Court finds that the settlement is fair, adequate, and reasonable, and that it is in the best interests of the Settlement Class. In reaching this determination, the Court has considered the factors set forth in Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794, 1801, and Kullar v. Foot Locker Retail, Inc. (2008) 168 Cal.App.4th 116, 128, including the following:
(a) Arm's-Length Negotiation. The Court finds that the settlement was the product of arm's-length, informed negotiations conducted by experienced and competent counsel for both sides. The negotiations were facilitated by the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., a retired Los Angeles Superior Court Judge with over twenty-five years of experience on the bench. The parties engaged in two full-day mediation sessions — on August 25, 2023, and September 8, 2023 — totaling approximately sixteen hours of mediation. The involvement of a respected neutral mediator and the extended duration of the negotiations support the conclusion that the settlement resulted from genuine, adversarial bargaining rather than collusion. There is no indication whatsoever that the settlement is the product of fraud, overreaching, or collusion between the parties or their counsel.
(b) Adequacy of Investigation and discovery. The Court finds that the parties conducted extensive investigation and discovery prior to reaching the settlement, and that class counsel was fully informed of the strengths and weaknesses of the case at the time of settlement. The record reflects the following pre-settlement discovery: Defendant produced approximately 147,832 documents, comprising roughly 1.2 million pages, including payroll records, timekeeping data from the NovaPay Solutions TimeTrack Pro system, corporate policies, employee handbooks, internal memoranda, and training materials related to meal and rest period policies. Plaintiffs produced approximately 3,412 documents. The parties conducted a total of eighteen depositions — eleven by Plaintiffs (including depositions of AMA's corporate designees under California Code of Civil Procedure section 2025.230, AMA's Human Resources Director, AMA's Payroll Manager, and several current and former supervisors and managers at various California production facilities) and seven by Defendant (including depositions of all three named plaintiffs and four additional putative class members). Expert reports were exchanged by Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (Plaintiffs' economics expert, report dated April 28, 2023), Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (Defendant's industrial/organizational psychology expert, report dated May 19, 2023), and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (Defendant's economics expert, report dated June 9, 2023). Additionally, the parties fully briefed and argued the contested motion for class certification, which resulted in the Court's August 11, 2023 order granting partial certification. This extensive pre-settlement record demonstrates that Class Counsel had an informed basis upon which to evaluate the merits of the case and the reasonableness of the proposed settlement.
(c) Strength of Claims and Defenses. The Court finds that the settlement amount represents a reasonable recovery in light of the strengths and risks of the claims and defenses in this case. Plaintiffs' economics expert, Dr. Howard Rennick, calculated total aggregate damages of approximately $38.6 million, including approximately $12.2 million in PAGA penalties. Defendant's economics expert, Dr. Catherine Lindstrom, calculated total aggregate damages of approximately $5.8 million. The Gross Settlement Amount of $14,750,000.00 represents approximately 38.2% of Plaintiffs' expert's total damages calculation — a percentage recovery that is well within the range of settlements approved by California courts in comparable wage-and-hour class actions.
The Court further finds that the settlement amount reflects a reasonable compromise given the following considerations: (i) the Court's August 11, 2023 partial certification order, which certified the first meal period auto-deduction claim but denied certification of several other claims, creating significant uncertainty as to Plaintiffs' ability to recover on the non-certified claims on a class-wide basis; (ii) the substantial defenses available to AMA, including the defense that the automatic meal period deduction in the NovaPay Solutions TimeTrack Pro system was subject to employee override and correction, and the defense that working conditions varied significantly across AMA's seven California production facilities and fourteen show units, potentially requiring individualized inquiries into whether particular class members were denied meal periods or were otherwise harmed by the auto-deduction policy; (iii) the risk that, even on the certified claims, the jury might credit the defense experts and award significantly less than Plaintiffs sought; and (iv) the risk of further appellate proceedings that could delay or eliminate recovery for class members.
(d) Class Reaction. The reaction of the Settlement Class strongly supports final approval. The claims rate of 68.2% — with 1,262 of approximately 1,850 class members submitting valid claims — is notably high and demonstrates that a significant majority of class members wish to participate in the settlement. The opt-out rate of 1.24% (23 class members out of approximately 1,850) is minimal and reflects broad class support for the settlement terms. Only four objections were received, representing approximately 0.22% of the class. The overwhelmingly positive response of the Settlement Class provides strong evidence that the settlement is fair, adequate, and reasonable. See Wershba v. Computer, Inc. (2001) 91 Cal.App.4th 224, 245 (noting that "the absence of a large number of objections to a proposed class action settlement raises a strong presumption that the terms of a proposed class settlement action are favorable to the class members").
(e) Scope of Release. The Court has considered the breadth of the release contained in the Settlement Agreement, which encompasses all class and PAGA claims arising from the operative facts alleged in the Consolidated Complaint, including claims that were certified for class treatment (meal period auto-deduction, derivative wage statement, and UCL claims) as well as claims that were not certified for class treatment (rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims). The Court finds that this broad release is reasonable and appropriate. The non-certified claims arise from the same set of operative facts as the certified claims and were factored into the parties' negotiations of the overall settlement value. The Gross Settlement Amount of $14,750,000.00 reflects consideration of the value and risk associated with all claims, both certified and non-certified. A broad release of all claims arising from the operative facts provides comprehensive finality for both parties, avoids the inefficiency and expense of re-litigation of related claims, and is consistent with the practice of California courts in approving wage-and-hour class action settlements. See Predding v. United Teachers Los Angeles (2012) 208 Cal.App.4th 322, 337–338.
2.3 Based on the foregoing findings, the Court hereby GRANTS final approval of the Class Action Settlement Agreement and Release dated September 15, 2023, including all terms and conditions set forth therein. The Court finds that the settlement is fair, adequate, and reasonable, and that it is in the best interests of the Settlement Class.
SECTION 3: APPROVAL OF SETTLEMENT AMOUNT AND ALLOCATION
3.1 The Court approves the following financial terms of the settlement:
3.2 Gross Settlement Amount. The Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00) is non-reversionary. AMA shall not be entitled to the return of any portion of the GSA under any circumstances. The entire GSA shall be disbursed in accordance with the terms of the Settlement Agreement and this Order.
3.3 Net Settlement Fund Calculation. The Net Settlement Fund 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).
3.4 Distribution Formula. The Net Settlement Fund of $8,251,525.00 shall be distributed on a pro rata basis to all Settlement Class Members who did not validly opt out of the settlement, using the following allocation formula:
(a) Sixty percent (60%) of each individual class member's pro rata share shall be calculated based on the number of qualifying workweeks worked by that class member during the class period (November 1, 2018 through October 31, 2023), as reflected in Defendant's employment and payroll records; and
(b) Forty percent (40%) of each individual class member's pro rata share shall be calculated based on the number of recorded overtime hours worked by that class member during the class period (November 1, 2018 through October 31, 2023), as reflected in Defendant's timekeeping records maintained in the NovaPay Solutions TimeTrack Pro system.
The Court finds that this allocation formula is reasonable and equitable. It appropriately weights both the duration of class members' employment (reflecting exposure to the auto-deduction policy) and overtime hours worked (reflecting the degree of potential wage loss), and it was negotiated at arm's length between the parties with the assistance of the mediator.
3.5 Estimated Average Individual Payment. Based on the approved Net Settlement Fund and the estimated class size, the estimated average individual payment to Settlement Class Members is approximately $4,460.00 per class member ($8,251,525.00 ÷ 1,850 class members). Actual individual payments will vary based on each class member's qualifying workweeks and recorded overtime hours during the class period. The Claims Administrator shall calculate individual payment amounts in accordance with the distribution formula set forth above and shall provide the parties and the Court with a final distribution schedule prior to issuance of settlement checks.
3.6 Tax Treatment. Payments to Settlement Class Members shall be allocated for tax purposes as follows:
(a) Fifty percent (50%) of each payment shall be treated as wages, subject to all applicable federal, state, and local income tax withholding and payroll deductions, including withholding for federal income tax, California state income tax, Social Security (FICA), and Medicare. The employer's share of payroll taxes on the wage portion shall be paid by Defendant separately and in addition to the Gross Settlement Amount, as provided in Section 4.3 of the Settlement Agreement.
(b) Thirty-three and one-third percent (33.33%) of each payment shall be treated as interest and penalties, to be reported on IRS Form 1099-MISC. No withholding shall be applied to this portion.
(c) Sixteen and two-thirds percent (16.67%) of each payment shall be treated as non-wage damages (i.e., emotional distress and/or general damages), to be reported on IRS Form 1099-MISC. No withholding shall be applied to this portion.
Neither the Court nor the parties make any representation as to the tax consequences of any payment made pursuant to this settlement. Each class member is encouraged to consult with his or her own tax advisor regarding the tax treatment of any payment received.
SECTION 4: APPROVAL OF PAGA PAYMENT
4.1 The Court approves the PAGA payment in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) from the Gross Settlement Amount. This amount resolves all PAGA representative claims asserted by Plaintiffs in this action based on the operative facts alleged in the Consolidated Complaint, including claims arising under California Labor Code sections 2698 through 2699.8.
4.2 The PAGA payment shall be allocated as follows:
(a) Seventy-five percent (75%) to the California Labor and Workforce Development Agency ("LWDA"): $562,500.00. This amount shall be transmitted by the Claims Administrator directly to the LWDA in accordance with California Labor Code section 2699, subdivision (i).
(b) Twenty-five percent (25%) to aggrieved employees: $187,500.00. This amount shall be distributed pro rata among the aggrieved employees in the Settlement Class (excluding those who validly opted out of the class settlement, who are nonetheless eligible for the PAGA portion as PAGA claims cannot be waived through an opt-out) in accordance with the distribution formula and procedures set forth in the Settlement Agreement.
4.3 The Court finds that the PAGA payment of $750,000.00 is reasonable in light of the PAGA penalties at issue, the strength of the PAGA claims, and the litigation risks associated with pursuing PAGA claims through trial and judgment. The LWDA was served with notice of the proposed PAGA settlement as required by California Labor Code section 2699, subdivision (l)(2), and has not objected to the proposed settlement.
SECTION 5: APPROVAL OF ATTORNEYS' FEES AND LITIGATION COSTS
5.1 Attorneys' Fees. The Court approves an award of attorneys' fees to Class Counsel in the amount of Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175.00), representing thirty-three and one-third percent (33.33%) of the Gross Settlement Amount. The attorneys' fees shall be paid from the Gross Settlement Amount.
The Court finds that the requested fee percentage of 33.33% is within the range of fee percentages routinely approved by California courts in class action settlements, and is reasonable under the circumstances of this case. In reaching this determination, the Court has considered the following factors:
(a) The complexity of the litigation, which involved contested class certification proceedings, extensive document discovery encompassing approximately 147,832 documents produced by Defendant, eighteen depositions, and the engagement and management of multiple expert witnesses;
(b) The quality of the result achieved for the Settlement Class, including a Gross Settlement Amount of $14,750,000.00, representing approximately 38.2% of Plaintiffs' expert's total damages estimate of $38.6 million — a result that is well within the range of acceptable settlements in comparable California wage-and-hour class actions;
(c) The significant risk undertaken by Class Counsel, who prosecuted this action on a contingency fee basis and advanced all costs of litigation, with no guarantee of any recovery. The risk was substantial, particularly in light of the Court's partial denial of class certification, which eliminated several categories of claims from class-wide adjudication;
(d) The extensive work performed by Class Counsel over approximately twenty-two months of active litigation, including investigation, pleading, discovery, class certification briefing, expert engagement, and mediation;
(e) The fee is consistent with the percentage-of-the-fund method approved by the California Supreme Court in Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503, which held that the percentage-of-the-fund method is an appropriate method for determining attorneys' fees in common fund class action settlements in California. The Court notes that the 33.33% percentage is the most commonly approved fee percentage in California class action settlements and is well within the 25%–40% range typically approved by courts.
As a cross-check on the percentage-of-the-fund analysis, the Court has reviewed Class Counsel's lodestar information set forth in the Declaration of Marco Castellano. Class Counsel reports a combined lodestar of approximately $2,740,000 for attorneys and professional staff at Castellano Byrne & Salas LLP and Veltrano Employment Law Group PC. The approved fee of $4,916,175.00 represents a lodestar multiplier of approximately 1.79, which is well within the range of multipliers approved by California courts. See Laffitte, supra, 1 Cal.5th at p. 506 (noting that lodestar cross-checks resulting in multipliers of 1.5 to 3.0 are commonly approved).
5.2 Litigation Costs. The Court approves reimbursement of litigation costs to Class Counsel in the amount of Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). The litigation costs shall be paid from the Gross Settlement Amount.
The Court finds that the requested costs are reasonable and have been adequately documented in the Declaration of Marco Castellano. The costs include, among other items, filing fees, service of process fees, deposition costs (including court reporter fees and videographer charges for eighteen depositions), expert witness fees (including the fees of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC), document review and production costs, mediation fees, travel expenses, and other reasonable out-of-pocket expenses incurred in the prosecution of this action.
SECTION 6: APPROVAL OF CLASS REPRESENTATIVE SERVICE AWARDS
6.1 The Court approves the following service awards to the named Class Representatives, to be paid from the Gross Settlement Amount:
(a) Marisol Fuentes: Fifteen Thousand Dollars ($15,000.00)
(b) Derek Halloran: Ten Thousand Dollars ($10,000.00)
(c) Yesenia Padilla: Ten Thousand Dollars ($10,000.00)
Total Service Awards: Thirty-Five Thousand Dollars ($35,000.00)
6.2 The Court finds that these service awards are reasonable and appropriate in recognition of the named plaintiffs' contributions to the prosecution of this action and the benefit conferred upon the Settlement Class. Each of the named plaintiffs took on the risk of serving as a class representative, agreed to be publicly identified in the litigation, devoted significant personal time and effort to the case, and actively participated in discovery, depositions, and two full-day mediation sessions. Ms. Fuentes is awarded a slightly higher service award in recognition of her role in initiating this litigation and her particularly extensive participation in discovery and deposition proceedings. The service awards are within the range of amounts routinely approved by California courts. See Clark v. American Residential Services LLC (2009) 175 Cal.App.4th 785, 806.
6.3 The service awards are in addition to and separate from any pro rata payment each class representative may receive as a Settlement Class Member from the Net Settlement Fund.
SECTION 7: APPROVAL OF CLAIMS ADMINISTRATOR
7.1 The Court confirms the appointment of Meridian Settlement Services LLC (Angela Truong, principal contact), with offices located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, as Claims Administrator for the settlement.
7.2 The settlement administration budget of Three Hundred Eighty-Five Thousand Dollars ($385,000.00), to be paid from the Gross Settlement Amount, is approved. The Court finds that the administration costs are reasonable in light of the scope of the notice and claims administration duties, including the mailing of individual class notices to approximately 1,843 class members, the maintenance of the settlement website, the processing of 1,262 valid claims, the handling of 23 opt-out requests and 4 objections, skip-tracing and re-mailing efforts, and the forthcoming distribution of individual settlement payments.
7.3 The Court finds, based on the Declaration of Angela Truong filed January 22, 2024, that the class notice was administered in full compliance with the Preliminary Approval Order dated October 18, 2023. Specifically, the Claims Administrator timely mailed the Court-approved Class Notice and Claim Form to all identified Settlement Class Members by first-class mail on November 3, 2023; conducted skip-tracing and re-mailed notices for the seven initially undeliverable addresses; maintained a settlement website containing the Settlement Agreement, Class Notice, Claim Form, and related materials; and timely processed all claims, opt-outs, and objections received during the notice period.
7.4 The Court finds that the notice plan, as implemented, satisfied the requirements of due process and provided the best notice practicable under the circumstances to Settlement Class Members regarding the proposed settlement, the claims process, the right to opt out, the right to object, and the Final Approval Hearing. The notice was clear, concise, and written in plain language in both English and Spanish. The notice adequately informed class members of the terms of the settlement, the allocation of the settlement fund, the requested attorneys' fees and costs, the service awards, and the procedures for submitting claims, opting out, or objecting.
SECTION 8: RULING ON OBJECTIONS
8.1 The Court has reviewed each of the four written objections filed by Settlement Class Members, as well as the Response to Class Member Objections filed by the parties on January 22, 2024. None of the four objecting class members appeared at the Final Approval Hearing on February 2, 2024.
8.2 All four objections are OVERRULED for the reasons set forth below:
(1) Objection of Carlos Vega. Mr. Vega objects to the requested attorneys' fee percentage of 33.33%, arguing that it is excessive and that a lower percentage would result in a larger recovery for class members. This objection is OVERRULED. As discussed in Section 5 above, the 33.33% fee is within the range of percentages routinely approved by California courts in class action settlements and is the most commonly awarded percentage in common fund class action cases in this jurisdiction. The fee is supported by the complexity of the litigation, the quality of the result obtained, the risk undertaken by Class Counsel in prosecuting this action on a contingency fee basis, and the extensive work performed over approximately twenty-two months of litigation. The lodestar cross-check confirms the reasonableness of the fee, yielding a multiplier of approximately 1.79. Mr. Vega's objection does not identify any specific basis for concluding that a lower fee percentage would be appropriate in this case, nor does it suggest that Class Counsel's work was deficient or that the result achieved was inadequate.
(2) Objection of Rachel Kimura. Ms. Kimura objects to the allocation formula used to distribute the Net Settlement Fund, arguing that overtime hours should be weighted more heavily than the approved 40% weighting because, in her view, class members who worked the most overtime hours suffered the greatest harm from the auto-deduction policy. This objection is OVERRULED. The 60/40 allocation formula — 60% based on qualifying workweeks worked during the class period and 40% based on recorded overtime hours during the class period — was negotiated at arm's length between the parties with the assistance of the mediator and represents a reasonable compromise. The formula appropriately balances the interests of all class members: the workweeks component ensures that all class members who were subject to the auto-deduction policy receive a meaningful recovery proportional to their exposure, while the overtime component provides additional recovery for class members who worked more overtime hours and may have experienced greater wage loss. The Court finds no basis to disturb the negotiated allocation formula.
(3) Objection of Samuel Torres. Mr. Torres objects to the overall settlement amount, arguing that the class should receive at least $25 million. This objection is OVERRULED. The Gross Settlement Amount of $14,750,000.00 is within the range of settlements approved in comparable California wage-and-hour class action cases and represents a significant recovery in light of the competing expert analyses and the litigation risks on both sides. As noted above, the defense economics expert calculated total aggregate damages of approximately $5.8 million, while Plaintiffs' expert calculated damages of approximately $38.6 million. The settlement falls between these estimates and reflects a reasonable compromise given the substantial uncertainty regarding the outcome at trial. Mr. Torres's preference for a higher recovery does not establish that the negotiated settlement is unfair, inadequate, or unreasonable. The Court notes that Mr. Torres identifies no factual or legal basis for concluding that a $25 million recovery was achievable, particularly in light of the Court's August 11, 2023 order denying certification on several claims.
(4) Objection of Dawn Prescott. Ms. Prescott objects to the scope of the release, specifically the inclusion of non-certified claims (rest period, off-the-clock/overtime, minimum wage, and waiting time penalty claims) within the released claims, arguing that class members should receive separate compensation for the release of those claims. This objection is OVERRULED. The broad release of non-certified claims arising from the operative facts alleged in the Consolidated Complaint is standard practice in California wage-and-hour class action settlements and has been routinely approved by courts in this jurisdiction. See Predding v. United Teachers Los Angeles (2012) 208 Cal.App.4th 322, 337–338. The value of the non-certified claims was factored into the overall negotiation of the Gross Settlement Amount, and the $14,750,000.00 GSA reflects the parties' assessment of the aggregate value and risk of all claims, both certified and non-certified. Requiring separate line-item compensation for each individual claim would be impractical and would not necessarily result in a higher overall recovery for the class, as the inclusion of additional claims in the settlement adds to the certainty and finality that made the overall settlement amount possible.
SECTION 9: OPT-OUTS
9.1 The Court notes that twenty-three (23) valid requests for exclusion were received by the Claims Administrator prior to the January 2, 2024 opt-out deadline. The twenty-three opt-outs represent approximately 1.24% of the approximately 1,850-member Settlement Class.
9.2 The twenty-three Settlement Class Members who submitted valid requests for exclusion are hereby excluded from the Settlement Class. These individuals are not bound by this Order and Judgment and shall not receive any payment from the Net Settlement Fund. They retain all rights to pursue their individual claims against Defendant, if any, subject to applicable statutes of limitation and other defenses.
9.3 The Court notes that the twenty-three opt-outs are well below the five percent (5%) threshold — which would have been ninety-three (93) individuals — specified in Section 8.2 of the Settlement Agreement as the trigger for Defendant's right to void the settlement. Accordingly, Defendant's right to void the settlement has not been triggered, and Defendant has confirmed through its counsel that it does not seek to exercise any such right.
9.4 A list of the twenty-three individuals who submitted valid requests for exclusion has been filed with the Court under seal and is incorporated by reference herein. The list shall remain under seal to protect the privacy of the individuals identified therein.
SECTION 10: RELEASE OF CLAIMS
10.1 Upon entry of this Order and Judgment, and in consideration of the settlement payments described herein, all Settlement Class Members who have not validly opted out of the settlement (the "Releasing Class Members") hereby release and forever discharge Defendant Aurelius Media Americas Inc., its parent company Aurelius Global Media Group PLC, and each of their respective current and former officers, directors, shareholders, employees, agents, attorneys, insurers, predecessors, successors, assigns, subsidiaries, and affiliated entities (collectively, the "Released Parties") from any and all claims, demands, rights, causes of action, suits, debts, obligations, damages, penalties, fines, losses, costs, expenses, attorneys' fees, and liabilities of any kind, whether known or unknown, suspected or unsuspected, contingent or accrued, arising from the operative facts alleged in the Consolidated Complaint during the class period (November 1, 2018 through October 31, 2023), including but not limited to the following:
(a) Meal period claims under California Labor Code sections 226.7 and 512, including claims arising from AMA's automatic meal period deduction policy in the NovaPay Solutions TimeTrack Pro timekeeping system;
(b) Rest period claims under California Labor Code section 226.7;
(c) Overtime claims under California Labor Code sections 510 and 1194;
(d) Minimum wage claims under California Labor Code sections 1197 and 1197.1;
(e) Wage statement claims under California Labor Code section 226;
(f) Waiting time penalty claims under California Labor Code sections 201 through 203;
(g) Unfair competition claims under California Business and Professions Code section 17200 et seq.;
(h) PAGA claims under California Labor Code sections 2698 through 2699.8;
(i) All other wage-and-hour claims, whether arising under statute, regulation, common law, or equity, that arise from the same operative facts alleged in the Consolidated Complaint during the class period (November 1, 2018 through October 31, 2023).
10.2 The release set forth in Section 10.1 above includes claims that were certified for class treatment by the Court's August 11, 2023 order (meal period auto-deduction, derivative wage statement, and UCL claims) as well as claims that were not certified for class treatment (rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims).
10.3 The release set forth in Section 10.1 above is effective as to both known and unknown claims. All Releasing Class Members are deemed to have waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code section 1542, which provides:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Releasing Class Member understands and acknowledges that he or she may discover facts other than or different from those that he or she now knows or believes to be true with respect to the released claims, but each Releasing Class Member fully, finally, and forever settles, releases, and discharges the Released Parties from any and all released claims, including claims based upon such different or additional facts. Each Releasing Class Member acknowledges and agrees that this waiver of the provisions of California Civil Code section 1542 is a material term of the settlement, negotiated by the parties and agreed to as part of the overall compromise reflected in the Settlement Agreement.
SECTION 11: NO ADMISSION OF LIABILITY
11.1 The Court notes that Defendant Aurelius Media Americas Inc. has denied, and continues to deny, all allegations of liability and wrongdoing asserted in the Consolidated Complaint and throughout these proceedings. Defendant entered into the Settlement Agreement solely for purposes of avoiding the expense, burden, and uncertainty of further litigation, and without any admission of fault, liability, wrongdoing, or violation of any law, statute, regulation, rule, or duty.
11.2 This Order and Judgment, the Settlement Agreement, and the Court's approval thereof shall not constitute, and shall not be construed as, an admission of liability, wrongdoing, or violation of any law, statute, regulation, or rule by Defendant or any of the Released Parties. Neither this Order and Judgment, the Settlement Agreement, nor any proceedings taken pursuant thereto shall be offered or received in evidence in any action or proceeding against Defendant or any of the Released Parties as an admission or concession of liability or wrongdoing of any nature, except as may be necessary to enforce the terms of the Settlement Agreement and this Order and Judgment.
SECTION 12: SETTLEMENT FUNDING AND DISTRIBUTION
12.1 Defendant Aurelius Media Americas Inc. shall fund the settlement in accordance with the terms of the Settlement Agreement, as follows:
(a) Total Gross Settlement Amount: Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00).
(b) Funding Deadline: Defendant shall wire the full Gross Settlement Amount to the Meridian Settlement Services LLC settlement escrow account (the "Settlement Fund Account") within fourteen (14) calendar days of the entry of this Order and Judgment — i.e., no later than February 23, 2024. The Settlement Fund Account shall be maintained by the Claims Administrator in a federally insured banking institution, and the Claims Administrator shall provide confirmation of receipt to all counsel of record within two (2) business days of funding.
(c) Distribution of Payments: The Claims Administrator, Meridian Settlement Services LLC, shall distribute individual settlement payments to eligible Settlement Class Members within thirty (30) calendar days following receipt of the Gross Settlement Amount in the Settlement Fund Account. Individual payments shall be calculated in accordance with the distribution formula set forth in Section 3.4 of this Order. Settlement checks shall be mailed by first-class mail to each eligible class member at his or her last known address, as updated through the claims process.
12.2 Uncashed Checks. Settlement checks that remain uncashed for one hundred eighty (180) calendar days following the date of mailing shall be void. Any funds remaining from uncashed checks, after deduction of any applicable tax withholdings and reporting obligations, shall be distributed cy pres to the Legal Aid Foundation of Los Angeles, a nonprofit organization providing free legal services to low-income individuals in Los Angeles County. The Court finds that the Legal Aid Foundation of Los Angeles is an appropriate cy pres recipient given its mission to serve the low-income and working communities from which many of the Settlement Class Members are drawn, and the connection between its mission and the wage-and-hour claims at issue in this action.
12.3 The Claims Administrator shall provide a final accounting to the Court and all counsel of record within sixty (60) days following the expiration of the 180-day check-cashing period, detailing all payments distributed, all uncashed checks, and any cy pres distribution.
SECTION 13: ENTRY OF JUDGMENT
13.1 Judgment is hereby entered in favor of Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, individually and on behalf of the Settlement Class, and against Defendant Aurelius Media Americas Inc., in accordance with the terms of the Class Action Settlement Agreement and Release dated September 15, 2023, as approved by this Order.
13.2 This action is DISMISSED WITH PREJUDICE as to all Settlement Class Members who have not validly opted out. The dismissal with prejudice applies to all claims released pursuant to Section 10 of this Order, including all class claims and PAGA claims arising from the operative facts alleged in the Consolidated Complaint during the class period.
13.3 As to the twenty-three (23) Settlement Class Members who submitted valid requests for exclusion, this action is dismissed without prejudice as to those individuals only, to the extent of their individual claims, if any.
13.4 Each party shall bear its own costs and attorneys' fees except as expressly provided in this Order. The award of attorneys' fees and litigation costs to Class Counsel, as set forth in Section 5 of this Order, shall be the exclusive award of fees and costs in this action, and no further fees or costs shall be recoverable by any party.
SECTION 14: RETENTION OF JURISDICTION
14.1 The Court retains continuing and exclusive jurisdiction over this action, all parties to the Settlement Agreement, and all Settlement Class Members for purposes of:
(a) Supervising, enforcing, administering, and interpreting the Settlement Agreement and this Order and Judgment;
(b) Resolving any disputes or controversies arising out of, relating to, or connected with the settlement, the Settlement Agreement, or this Order and Judgment;
(c) Addressing any issues related to the calculation, distribution, or disposition of the Net Settlement Fund, including but not limited to disputes regarding individual payment calculations, uncashed checks, and cy pres distributions;
(d) Addressing any post-judgment motions, applications, or proceedings, including motions to enforce the settlement, motions for contempt, and any other matters necessary to effectuate the terms of the Settlement Agreement and this Order and Judgment; and
(e) Such other matters as may be necessary and appropriate to carry out the intent and purpose of the Settlement Agreement and this Order and Judgment.
14.2 The Court's retention of jurisdiction under this Section shall continue until such time as the settlement has been fully administered and all obligations under the Settlement Agreement and this Order and Judgment have been fully performed and discharged.
SECTION 15: ORDER
IT IS SO ORDERED.
Dated: February 9, 2024
________________________________________
HON. RAYMOND ESCOBEDO Judge of the Superior Court County of Los Angeles
Filed and Entered: February 9, 2024 Clerk of the Superior Court
By: M. Nguyen, Deputy Clerk
Copy retained in Calderwood & Harkness LLP matter file, C&H Matter No. 1017-00004.
This Order was served electronically on all counsel of record on February 9, 2024, pursuant to the Court's electronic service procedures.
Counsel of Record:
Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, Trevor Kim) — Lead Class Counsel Veltrano Employment Law Group PC (Sandra Higuera) — PAGA Co-Counsel Calderwood & Harkness LLP (Renata Vasquez, Devon Archer) — Counsel for Defendant Aurelius Media Americas Inc.
Lead Case No.: | 22STCV38214 (Consolidated with 22STCV39501)
Assigned for All Purposes to: | Hon. Raymond Escobedo, Dept. 34
Complaint Filed: | November 1, 2022
Trial Date: | Vacated
Component | Amount
Gross Settlement Amount (GSA) | $14,750,000.00
Attorneys' Fees (Class Counsel — 33.33% of GSA) | $4,916,175.00
Litigation Costs (Class Counsel) | $412,300.00
Class Representative Service Awards (Total) | $35,000.00
Settlement Administration Costs (Meridian Settlement Services LLC) | $385,000.00
PAGA Payment | $750,000.00
Net Settlement Fund | $8,251,525.00