proposed-final-approval-order.docx

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

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CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201

Attorneys for Defendant AURELIUS MEDIA AMERICAS INC.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

[PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT

The Court has before it Plaintiffs' and Defendant's Joint Motion for Final Approval of Class Action Settlement, filed on January 22, 2024 (the "Motion for Final Approval"). The Court, having considered the Motion, all supporting and opposing papers, the arguments of counsel presented at the Final Approval Hearing held on February 2, 2024, and the complete record in this action, and good cause appearing therefor, hereby enters the following Order:

I. RECITALS AND PROCEDURAL BACKGROUND

1. On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint against Defendant Aurelius Media Americas Inc. ("AMA"), Case No. 22STCV38214, alleging wage-and-hour violations under the California Labor Code and the Unfair Competition Law, California Business and Professions Code § 17200 et seq. (the "UCL"), on behalf of a putative class of approximately 1,850 non-exempt, hourly employees of AMA who worked in the State of California.

2. On November 18, 2022, Plaintiff Derek Halloran filed a related action against AMA, Case No. 22STCV39501, asserting substantially similar claims on behalf of a substantially overlapping putative class.

3. On February 3, 2023, the Court entered an Order consolidating Case Nos. 22STCV38214 and 22STCV39501, designating Case No. 22STCV38214 as the lead case for all purposes. Yesenia Padilla was subsequently added as a named plaintiff in the consolidated action.

4. The parties thereafter engaged in extensive discovery. AMA produced 147,832 documents, comprising approximately 1.2 million pages, relating to its employment policies, payroll records, timekeeping data, corporate communications, and related materials. Plaintiffs produced 3,412 documents. The parties conducted 18 depositions in total: 11 depositions noticed and taken by Plaintiffs, and 7 depositions noticed and taken by AMA. The depositions included depositions of each of the three named plaintiffs, AMA's corporate designees, AMA's human resources personnel, and fact witnesses.

5. The parties exchanged expert reports. Plaintiffs' retained expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, provided an opinion regarding aggregate damages in the amount of $38.6 million. AMA's retained experts, Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC and Dr. Catherine Lindstrom of Hargrove Analytics Inc., provided rebuttal expert opinions, including Dr. Lindstrom's analysis opining that aggregate damages, if any, were no greater than approximately $5.8 million.

6. On April 14, 2023, Plaintiffs filed a Motion for Class Certification. AMA filed its Opposition on June 16, 2023. Plaintiffs filed their Reply on July 7, 2023. The Court held a hearing on the Motion for Class Certification on July 28, 2023.

7. On August 11, 2023, the Court entered its Order Granting in Part and Denying in Part Plaintiffs' Motion for Class Certification (the "Certification Order"). The Court certified a class on Plaintiffs' first meal period automatic deduction claim, Plaintiffs' derivative wage statement claim under California Labor Code § 226, and Plaintiffs' UCL claim under California Business and Professions Code § 17200. The Court denied class certification as to Plaintiffs' rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims. The Court permitted Plaintiffs' PAGA representative claim to proceed alongside the certified class claims.

8. Following the Certification Order, the parties engaged in two full-day mediation sessions before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. The first mediation session was held on August 25, 2023, and focused on the class action claims. The second mediation session was held on September 8, 2023, and addressed both the class action claims and related matters, including the PAGA claims. The two sessions totaled approximately 16 hours of mediation.

9. As a result of those mediation sessions, the parties reached an agreement in principle to settle all claims in the consolidated action. On September 15, 2023, the parties executed the Class Action Settlement Agreement and Release (the "Settlement Agreement").

10. On September 22, 2023, the parties filed a Motion for Preliminary Approval of Class Action Settlement.

11. On October 18, 2023, the Court entered an Order Granting Preliminary Approval of Class Action Settlement (the "Preliminary Approval Order"). In the Preliminary Approval Order, the Court provisionally certified the Settlement Class for settlement purposes only, preliminarily approved the Settlement Agreement and its terms, approved the proposed class notice plan, appointed Meridian Settlement Services LLC ("Meridian") as the claims administrator, and set the Final Approval Hearing for February 2, 2024 at 8:30 a.m. in Department 34.

12. On November 3, 2023, Meridian mailed the Court-approved Class Notice by first-class mail to the last known address of each of the 1,843 identified Settlement Class members.

13. The deadline for Settlement Class members to submit requests for exclusion (opt-outs) or objections to the Settlement was January 2, 2024.

14. On January 22, 2024, the parties filed the Motion for Final Approval, together with all supporting declarations, memoranda, and exhibits.

15. The Court held the Final Approval Hearing on February 2, 2024 at 8:30 a.m. in Department 34. Counsel for Plaintiffs and counsel for AMA appeared and presented argument.

16. In rendering this Order, the Court has reviewed and considered all of the following:

(a) The Class Action Settlement Agreement and Release (execution version, dated September 15, 2023);

(b) The Motion for Final Approval and the supporting Memorandum of Points and Authorities;

(c) The Declaration of Renata Vasquez filed in support of Preliminary Approval (September 22, 2023) and the Supplemental Declaration of Renata Vasquez filed in support of Final Approval (January 30, 2024);

(d) The Declaration of Marco Castellano in Support of Preliminary and Final Approval of Class Action Settlement;

(e) The Declaration of Angela Truong of Meridian Settlement Services LLC regarding Notice Administration, Claims Data, Opt-Outs, and Objections;

(f) The Declaration of Devon Archer regarding Settlement Implementation and Compliance;

(g) The Response to Class Member Objections, filed January 22, 2024;

(h) All other papers filed in support of and in opposition to the settlement; and

(i) The arguments of counsel presented at the Final Approval Hearing, together with the complete file in this action.

II. FINDINGS OF FACT AND CONCLUSIONS OF LAW

Having considered the foregoing record, and for the reasons set forth below and stated on the record at the Final Approval Hearing, the Court makes the following findings of fact and conclusions of law:

A. Final Certification of the Settlement Class

17. The Court hereby finally certifies, for settlement purposes only, the following Settlement Class:

"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."

18. The estimated size of the Settlement Class is approximately 1,850 individuals. The Court finds that the Settlement Class satisfies all requirements for class certification under California Code of Civil Procedure § 382 and California Rules of Court, Rule 3.764, as set forth below.

19. Ascertainability. The Settlement Class is defined with sufficient precision to allow the Court and the parties to determine who is and who is not a member of the class. Class membership can be objectively ascertained by reference to AMA's payroll and timekeeping records, which are maintained by NovaPay Solutions Inc. through its TimeTrack Pro timekeeping system. The class definition is clear, uses objective criteria, and does not require individualized inquiry to determine membership.

20. Commonality and Predominance. Common questions of law and fact predominate over any questions affecting only individual class members. The central question presented by the certified claims is whether AMA's automatic meal period deduction system, as implemented through the NovaPay Solutions TimeTrack Pro timekeeping system, denied class members meal period premium pay without providing an adequate mechanism for employees to report missed, shortened, or interrupted meal periods. This question is common to all members of the Settlement Class and is susceptible to class-wide resolution. Additional common questions include whether AMA's wage statements were inaccurate as a derivative consequence of the alleged meal period violations, and whether AMA's practices constituted unfair business practices under the UCL. These common questions predominate over any individualized issues.

21. Typicality. The claims of the named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — are typical of the claims of the Settlement Class. Each named plaintiff was a non-exempt, hourly employee of AMA who was subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system during the class period. The named plaintiffs' claims arise from the same course of conduct and are based on the same legal theories as the claims of all absent class members.

22. Adequacy of Representation. The named plaintiffs have fairly and adequately represented the interests of the Settlement Class throughout this litigation. Each named plaintiff participated actively in the prosecution of this action, including submitting to depositions, reviewing and producing documents, attending mediation sessions, and consulting with Class Counsel regarding the terms of the Settlement Agreement. There is no evidence of any conflict of interest between the named plaintiffs and the absent class members.

23. Superiority. A class action settlement is a superior method of resolving the common claims of the Settlement Class compared to individual lawsuits or other alternative methods of adjudication. The class action mechanism is efficient, avoids inconsistent results, and permits the resolution of the claims of approximately 1,850 employees in a single proceeding. The amounts at stake for individual class members, while meaningful, would likely not justify the expense of individual litigation in many cases.

B. Adequacy of Class Counsel

24. The Court hereby appoints the following counsel as Class Counsel for the Settlement Class:

Lead Class Counsel: Castellano Byrne & Salas LLP Marco Castellano (SBN 198422) Diane Salas 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025

PAGA Co-Counsel: Veltrano Employment Law Group PC Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071

25. The Court finds that Class Counsel have extensive experience in the prosecution of wage-and-hour class actions in California, have vigorously and competently represented the interests of the Settlement Class throughout the litigation, and have achieved a favorable result for the class. Class Counsel undertook substantial risk in prosecuting this case on a contingency basis, advanced significant costs, and devoted thousands of hours of attorney and professional time to the investigation, prosecution, and resolution of this action.

C. Named Class Representatives

26. The Court confirms Marisol Fuentes, Derek Halloran, and Yesenia Padilla as the Class Representatives for the Settlement Class. Each named plaintiff has demonstrated a commitment to the interests of the class and has provided meaningful service throughout the course of this litigation.

D. Notice to the Settlement Class

27. The Court finds that the Class Notice was disseminated in substantial compliance with the Preliminary Approval Order, the due process requirements of the United States and California Constitutions, and all applicable legal requirements, including California Rules of Court, Rule 3.766(e). Specifically, the Court finds as follows:

(a) On November 3, 2023, Meridian Settlement Services LLC mailed 1,843 individual Class Notices by first-class United States mail to the last known address of each identified Settlement Class member, as determined from AMA's payroll and human resources records.

(b) Seven (7) Class Notices were initially returned by the United States Postal Service as undeliverable. Meridian conducted skip-tracing procedures to locate updated addresses for each of the seven individuals and re-mailed the Class Notices to the updated addresses. All seven re-mailed notices were successfully delivered.

(c) Meridian established and maintained a dedicated settlement website providing information about the settlement, including a copy of the Class Notice, the Settlement Agreement, and answers to frequently asked questions. The settlement website received a total of 2,847 unique visits during the notice period.

(d) Meridian established and maintained a toll-free telephone number for Settlement Class members to obtain information about the settlement and to ask questions regarding their rights. The toll-free line received a total of 312 calls during the notice period.

(e) The Class Notice clearly and accurately described the material terms of the settlement, the allocation formula for distributing the Net Settlement Fund, the procedure and deadline for opting out of the settlement, the procedure and deadline for submitting written objections to the settlement, and the date, time, and location of the Final Approval Hearing.

28. The Court finds that the notice program constituted the best practicable notice under the circumstances and satisfied the requirements of due process. The notice was reasonably calculated to apprise Settlement Class members of the pendency of the action, the proposed settlement, and their rights, including the right to opt out, the right to object, and the right to appear at the Final Approval Hearing.

E. Requests for Exclusion (Opt-Outs)

29. Twenty-three (23) Settlement Class members submitted valid and timely requests to be excluded from the Settlement Class on or before the January 2, 2024 deadline. The names and addresses of these individuals are set forth in Exhibit 1 to the Declaration of Angela Truong filed in connection with the Motion for Final Approval.

30. The 23 opt-outs represent approximately 1.24% of the approximately 1,850 identified Settlement Class members. This opt-out rate is well below the 5% threshold (93 individuals) that would have entitled AMA to exercise its right to void the settlement under Section 12.3 of the Settlement Agreement. AMA has confirmed that it does not exercise any right to void the settlement.

31. The 23 individuals who timely and validly opted out are hereby excluded from the Settlement Class, are not bound by this Order, the Settlement Agreement, or the release of claims set forth herein, and retain whatever individual claims they may have against AMA, if any.

F. Objections.

32. Four (4) Settlement Class members submitted timely written objections to the settlement on or before the January 2, 2024 deadline. The Court has carefully reviewed and considered each objection, together with the responses filed by the parties on January 22, 2024 and the arguments of counsel at the Final Approval Hearing. The Court rules on each objection as follows:

33. Objection No. 1 — Carlos Vega. Mr. Vega objects to the attorneys' fee award sought by Class Counsel, arguing that 33.33% of the Gross Settlement Amount is excessive and that attorneys' fees should be limited to no more than 25% of the Gross Settlement Amount.

RULING: OVERRULED. The requested fee of 33.33% of the Gross Settlement Amount is within the range of fees routinely approved by California courts in class action settlements. The California Supreme Court has endorsed the percentage-of-fund method as appropriate for calculating attorneys' fees in common fund class action cases and has recognized that one-third of the common fund is a customary and reasonable fee. (Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503–506.) In evaluating the reasonableness of the requested fee, the Court has considered the following factors: (i) the complexity of the litigation, which involved contested class certification, extensive document discovery, 18 depositions, and dueling expert analyses; (ii) the significant risk assumed by Class Counsel in prosecuting this action on a pure contingency basis over more than two years, with no guarantee of any recovery; (iii) the favorable result achieved for the class, including a Gross Settlement Amount representing approximately 38.2% of Plaintiffs' expert's total damages calculation; (iv) the quality of Class Counsel's work product, including the successful certification of a class on the primary meal period claim; and (v) the prevailing market rate for attorneys' fees in comparable wage-and-hour class action settlements in California. Considering these factors, the Court finds the requested fee of 33.33% to be reasonable.

34. Objection No. 2 — Rachel Kimura. Ms. Kimura objects to the allocation formula used to distribute the Net Settlement Fund among participating class members. Ms. Kimura argues that overtime hours should be weighted more heavily than the current 40% weighting because, in her view, employees who worked more overtime worked longer shifts and were therefore more likely to miss or have their meal periods shortened.

RULING: OVERRULED. The allocation formula — 60% based on the number of weeks worked during the class period and 40% based on recorded overtime hours — was negotiated at arm's length between experienced counsel with the assistance of the Honorable Patricia Okoro (Ret.), a skilled and experienced mediator. The formula represents a reasonable and fair method of allocating the Net Settlement Fund among class members with varying periods of employment and differing amounts of overtime exposure. While a different allocation formula could have been adopted, the formula selected by the parties reasonably balances the interests of all class members and falls well within the range of allocations approved in similar settlements. The Court notes that "weeks worked" serves as a proxy for the total number of meal periods potentially affected, while "overtime hours" captures the incremental exposure for employees who worked longer shifts. The Court finds that the 60/40 weighting appropriately reflects these considerations.

35. Objection No. 3 — Samuel Torres. Mr. Torres objects to the Gross Settlement Amount, arguing that $14,750,000 is too low and that the class should have received at least $25 million based on what Mr. Torres describes as the "true" value of the claims.

RULING: OVERRULED. The Gross Settlement Amount of $14,750,000 represents approximately 38.2% of Plaintiffs' expert's aggregate damages calculation of $38.6 million. The Court has carefully considered the competing expert analyses presented by the parties. Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, estimated aggregate damages of $38.6 million. AMA's rebuttal expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., estimated aggregate damages, if liability were established, of no more than approximately $5.8 million. The substantial gap between these competing valuations underscores the significant risks that both sides faced in the continued prosecution and defense of this action. The Court has also considered the partial certification order entered on August 11, 2023, which certified only the first meal period automatic deduction claim, the derivative wage statement claim, and the UCL claim, while denying certification of the rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims. The denial of certification on multiple claims substantially reduced Plaintiffs' available recovery at trial. Taking into account these litigation risks, the competing expert valuations, and the costs and uncertainties of continued litigation, the Court finds that the Gross Settlement Amount of $14,750,000 is within the range of reasonableness for California wage-and-hour class action settlements and represents a fair and adequate recovery for the class.

36. Objection No. 4 — Dawn Prescott. Ms. Prescott objects to the scope of the release, arguing that the settlement should not release non-certified claims, including the rest period and off-the-clock claims, without providing separate compensation for those claims.

RULING: OVERRULED. The release of both certified and non-certified claims is a standard and well-established feature of California class action settlements. Courts have consistently approved broad releases in class action settlements where, as here, the released claims arise from the same set of operative facts alleged in the complaint. (See, e.g., Villacres v. Northpoint Services Inc. (2010) 189 Cal.App.4th 562, 589 [approving release of claims that "could have been asserted" based on the factual allegations in the complaint].) The Gross Settlement Amount of $14,750,000 was negotiated in light of the full scope of the released claims, including the non-certified rest period, off-the-clock, overtime, minimum wage, second meal period, and waiting time penalty claims. The value attributable to those non-certified claims was considered and factored into the overall settlement negotiations. The broad release provides comprehensive finality for all parties and avoids the prospect of piecemeal litigation over claims arising from the same underlying employment relationship and factual circumstances. The Court finds the scope of the release to be fair and reasonable.

G. Fairness, Adequacy, and Reasonableness of the Settlement

37. The Court finds that the Settlement Agreement, and each of its terms, is fair, adequate, and reasonable to the Settlement Class. In reaching this conclusion, the Court has applied 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, and finds as follows:

38. Arm's-Length Negotiation. The settlement was the product of arm's-length, adversarial negotiations between competent and experienced counsel on 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 25 years of experience on the bench and extensive experience mediating complex employment class action disputes. The negotiations spanned two full-day mediation sessions held on August 25, 2023 and September 8, 2023, totaling approximately 16 hours of mediation. The involvement of a neutral, experienced mediator and the adversarial nature of the negotiations support a presumption of fairness.

39. Sufficient Investigation and discovery. The parties conducted extensive fact and expert discovery prior to and during settlement negotiations. AMA produced over 147,000 documents comprising approximately 1.2 million pages. Plaintiffs produced approximately 3,400 documents. The parties took 18 depositions. The parties exchanged competing expert reports quantifying class-wide damages. The parties fully briefed and argued a contested class certification motion, and the Court issued a detailed ruling on class certification. This extensive record ensured that the parties — and the mediator — were fully informed of the strengths and weaknesses of their respective positions when the settlement was negotiated. The Court is satisfied that Class Counsel had sufficient information and understanding of the case to make an informed judgment regarding the adequacy of the settlement.

40. Settlement Amount. The Gross Settlement Amount of $14,750,000 is fair and adequate. The settlement amount represents approximately 38.2% of Plaintiffs' expert Dr. Rennick's aggregate damages figure of $38.6 million. This percentage recovery is at the upper end of the typical settlement range of 15% to 40% of claimed exposure that California courts have observed in wage-and-hour class action settlements. The settlement amount appropriately accounts for the litigation risks faced by both parties, including the partial denial of class certification on multiple claims, AMA's defenses on the merits, and the uncertainty inherent in proceeding to trial. The Court finds that the Gross Settlement Amount represents a substantial and meaningful recovery for the class.

41. Reaction of the Class. The overwhelmingly positive reaction of the Settlement Class confirms the fairness and reasonableness of the settlement. The claims data submitted by Meridian Settlement Services LLC demonstrates the following:

(a) 1,262 valid claims were submitted by Settlement Class members out of approximately 1,850 identified class members, representing a claims rate of 68.2%. This claims rate is well above the average claims rate in comparable class action settlements.

(b) Only 23 Settlement Class members submitted valid and timely requests for exclusion, representing an opt-out rate of approximately 1.24%. This very low opt-out rate strongly supports the conclusion that the Settlement Class considers the settlement to be fair and favorable.

(c) Only 4 Settlement Class members submitted timely written objections. None of the objections raises a substantive concern warranting denial or modification of the settlement, as discussed above.

42. Experience and Views of Counsel. Both Class Counsel and Defense Counsel are experienced practitioners in employment class action litigation. Class Counsel, including Marco Castellano and Diane Salas of Castellano Byrne & Salas LLP and Sandra Higuera of Veltrano Employment Law Group PC, have collectively prosecuted and resolved numerous wage-and-hour class actions and PAGA representative actions in California. Defense Counsel, including Renata Vasquez and Devon Archer of Calderwood & Harkness LLP, likewise have extensive experience defending employment class actions. All counsel have expressed the informed view that the settlement is fair, reasonable, and in the best interests of the Settlement Class. The Court credits the judgment of experienced counsel on both sides.

43. Stage of Proceedings. The settlement was reached at an advanced stage of the litigation, after class certification had been fully briefed and decided, after extensive fact and expert discovery had been completed, and at a stage when the parties had a well-developed understanding of the factual and legal merits of the case. The settlement was not premature; rather, it was reached at a point when the parties had sufficient information to evaluate the risks and benefits of continued litigation.

44. Absence of Fraud or Collusion. The Court finds no evidence of fraud, collusion, or overreaching in the negotiation of the settlement. The settlement was negotiated at arm's length between adverse parties with the assistance of a neutral mediator. The terms of the settlement, including the Gross Settlement Amount, the allocation formula, the scope of the release, and the amounts allocated to attorneys' fees, costs, service awards, and administration costs, are all consistent with a bona fide, arm's-length resolution of a genuinely disputed matter.

III. APPROVAL OF SETTLEMENT TERMS

Based on the foregoing findings, the Court hereby approves the Settlement Agreement and its terms, and orders as follows:

A. Gross Settlement Amount

45. The Court approves the Gross Settlement Amount ("GSA") of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000). The GSA is non-reversionary; no portion of the GSA shall revert to AMA under any circumstances.

B. Attorneys' Fees

46. The Court approves Class Counsel's request for attorneys' fees in the amount of Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175), which represents 33.33% of the Gross Settlement Amount. This amount is to be paid from the GSA. The Court finds that this fee is fair, reasonable, and justified by the quality of the representation provided, the complexity of the litigation, the risk undertaken by Class Counsel in prosecuting this action on a contingency basis, the result achieved, and the prevailing market rates for similar services. The Court has cross-checked the percentage award against Class Counsel's documented lodestar and finds that the resulting multiplier of approximately 1.7x is within the range of multipliers typically approved in California class action settlements.

C. Litigation Costs

47. The Court approves reimbursement of Class Counsel's reasonable litigation costs in the amount of Four Hundred Twelve Thousand Three Hundred Dollars ($412,300), as documented and supported by the declarations of Class Counsel filed in connection with the Motion for Final Approval. The costs include, among other items, filing fees, deposition costs, expert witness fees, mediation fees, document review and hosting expenses, and travel expenses. The Court finds that these costs were reasonably and necessarily incurred in the prosecution of this action on behalf of the Settlement Class. These costs are to be paid from the GSA.

D. Class Representative Service Awards

48. The Court approves the following service awards to the named Class Representatives, in recognition of their meaningful service to the Settlement Class, including their willingness to serve as named plaintiffs, their active participation in discovery and depositions, their attendance at mediation sessions, and their involvement in the settlement approval process:

(a) Marisol Fuentes: Fifteen Thousand Dollars ($15,000)

(b) Derek Halloran: Ten Thousand Dollars ($10,000)

Total Service Awards: Thirty-Five Thousand Dollars ($35,000)

49. The service awards are to be paid from the GSA. The Court finds that these awards are reasonable and commensurate with the contributions of the named plaintiffs. Ms. Fuentes receives a higher award in recognition of her role as the lead plaintiff, her additional participation in discovery and mediation, and the earlier filing date of her complaint.

E. Settlement Administration Costs

50. The Court approves settlement administration costs in the amount of Three Hundred Eighty-Five Thousand Dollars ($385,000), payable to the claims administrator, Meridian Settlement Services LLC (Angela Truong, principal contact), 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701. The administration costs cover all services provided by Meridian in connection with the settlement, including class member identification and data management, notice preparation and mailing, skip-tracing, claims processing, opt-out and objection tracking, settlement fund escrow management, tax reporting, and distribution of individual settlement payments. The administration costs are to be paid from the GSA.

F. PAGA Payment

51. The Court approves a PAGA payment in the total amount of Seven Hundred Fifty Thousand Dollars ($750,000) from the GSA, allocated in accordance with California Labor Code § 2699(i) as follows:

(a) Seventy-five percent (75%) of the PAGA payment, in the amount of Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500), shall be paid to the California Labor and Workforce Development Agency ("LWDA").

(b) Twenty-five percent (25%) of the PAGA payment, in the amount of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), shall be distributed to aggrieved employees as part of the individual settlement payments.

52. The Court finds that the PAGA payment amount is reasonable in light of the nature and scope of the alleged PAGA violations, the value of the certified class claims, and the risks and uncertainties associated with continued prosecution of the PAGA claims.

G. Net Settlement Fund

53. After deduction of the foregoing amounts from the Gross Settlement Amount, the Net Settlement Fund ("NSF") is calculated as follows:

H. Distribution to Settlement Class Members

54. The Net Settlement Fund of Eight Million Two Hundred Fifty-One Thousand Five Hundred Twenty-Five Dollars ($8,251,525) shall be distributed pro rata to all participating Settlement Class members — that is, all Settlement Class members who did not timely and validly opt out — in accordance with the allocation formula set forth in the Settlement Agreement, as follows:

(a) Sixty percent (60%) of each Settlement Class member's individual payment shall be calculated based on the number of qualifying weeks worked by that class member during the class period (November 1, 2018 through October 31, 2023), relative to the total number of qualifying weeks worked by all participating Settlement Class members during the class period.

(b) Forty percent (40%) of each Settlement Class member's individual payment shall be calculated based on the class member's recorded overtime hours during the class period, relative to the total recorded overtime hours of all participating Settlement Class members during the class period.

55. Based on the foregoing formula, the estimated average individual payment is approximately $4,460 per participating class member ($8,251,525 ÷ 1,827 participating class members, after excluding the 23 class members who opted out from the 1,850 total class members). Actual individual payments will vary based on each class member's individual allocation factors, including weeks worked and overtime hours.

56. Tax Treatment. Individual settlement payments shall be allocated for tax purposes as set forth in Section 8.4 of the Settlement Agreement:

(a) Fifty percent (50%) of each individual payment shall be treated as wages, subject to all applicable federal, state, and local tax withholdings, including withholding for federal income tax, California state income tax, FICA (Social Security and Medicare), and SDI contributions. The employer's share of payroll taxes shall be paid by AMA separately and shall not reduce the GSA or the NSF.

(b) Thirty-three and one-third percent (33.33%) of each individual payment shall be treated as interest and penalties, reportable to the class member on IRS Form 1099-MISC.

(c) Sixteen and two-thirds percent (16.67%) of each individual payment shall be treated as non-wage damages (e.g., restitution under the UCL), reportable to the class member on IRS Form 1099-MISC.

I. Funding Timeline

57. The Gross Settlement Amount of $14,750,000 shall be funded as follows:

(a) AMA shall fund its share of the GSA in the amount of Five Million Five Hundred Thousand Dollars ($5,500,000) within fourteen (14) calendar days of the date of entry of this Order.

(b) AMA's employment practices liability insurer, Pemberton Mutual Assurance Co. (Policy No. PMA-EPL-2022-00837), shall fund its authorized contribution of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) within fourteen (14) calendar days of the date of entry of this Order.

(c) The total combined funding of $5,500,000 + $9,250,000 = $14,750,000 shall be deposited into the settlement fund escrow account established and maintained by Meridian Settlement Services LLC.

58. Meridian Settlement Services LLC shall distribute individual settlement payments to all participating Settlement Class members within thirty (30) calendar days of receipt of full funding of the GSA into the escrow account.

J. Uncashed Checks

59. Any individual settlement checks that remain uncashed after one hundred eighty (180) calendar days from the date of issuance shall be voided. Meridian Settlement Services LLC shall make reasonable efforts to contact class members with uncashed checks before voiding such checks, including sending a reminder notice by first-class mail and, where available, by email or telephone, at least thirty (30) days before the expiration of the 180-day period.

60. The aggregate amount of all voided, uncashed checks shall be distributed cy pres to the Legal Aid Foundation of Los Angeles (LAFLA), 1550 West 8th Street, Los Angeles, California 90017, consistent with Section 9.6 of the Settlement Agreement. The Court finds that the Legal Aid Foundation of Los Angeles is an appropriate cy pres recipient, as its mission of providing free legal services to low-income residents of Los Angeles County, including representation in wage-and-hour and employment matters, bears a reasonable nexus to the interests of the Settlement Class.

IV. RELEASE OF CLAIMS

61. Upon the entry of this Order and Judgment, all Settlement Class members who did not timely and validly opt out of the Settlement ("Participating Class Members") shall be deemed to have fully, finally, and forever released and discharged Aurelius Media Americas Inc., Aurelius Global Media Group PLC (AMA's parent company), and their respective past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, shareholders, partners, members, managers, employees, agents, representatives, attorneys, accountants, auditors, advisors, insurers, co-insurers, reinsurers, and legal representatives (collectively, the "Released Parties") from any and all claims, demands, rights, liabilities, actions, causes of action, suits, damages, losses, costs, expenses, penalties, fines, and attorneys' fees of every kind and nature, whether statutory, constitutional, contractual, or common law, whether known or unknown, suspected or unsuspected, asserted or unasserted, that arise from, relate to, or are based upon the facts, transactions, occurrences, policies, practices, or circumstances alleged or that could have been alleged in the Consolidated Complaint, including but not limited to the following:

(a) Claims for meal period violations, including first and second meal period claims, under California Labor Code §§ 226.7 and 512;

(b) Claims for rest period violations under California Labor Code § 226.7;

(d) Claims for minimum wage violations under California Labor Code §§ 1197 and 1197.1;

(e) Claims for inaccurate or non-compliant wage statements under California Labor Code § 226;

(f) Claims for waiting time penalties under California Labor Code §§ 201, 202, and 203;

(g) Claims for unfair, unlawful, or fraudulent business practices under the Unfair Competition Law, California Business and Professions Code § 17200 et seq.;

(h) Claims asserted under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code §§ 2698–2699.8, arising from or relating to any of the foregoing claims;

(i) All other claims, causes of action, or theories of liability, whether known or unknown, that arise from, relate to, are based upon, or could have been asserted based on the facts, transactions, events, policies, practices, or circumstances alleged or that could have been alleged in the Consolidated Complaint during the class period of November 1, 2018 through October 31, 2023.

62. The release set forth above encompasses both certified and non-certified claims, including claims for which class certification was denied by the Court in its August 11, 2023 Certification Order.

63. Each Participating Class Member shall be deemed to have expressly and knowingly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code § 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."

64. Each Participating Class Member understands and acknowledges that he or she may discover facts in addition to or different from those that he or she now knows or believes to be true with respect to the subject matter of the released claims, but that it is the intention of each Participating Class Member to fully, finally, and forever settle and release all released claims, including unknown claims, as defined in the Settlement Agreement.

65. The 23 Settlement Class members who timely and validly opted out of the Settlement are not bound by this release and retain whatever individual claims they may have against AMA or any other Released Party, if any.

V. NO ADMISSION OF LIABILITY

66. Nothing in this Order, the Settlement Agreement, or the settlement process shall constitute, be construed as, or be deemed to be an admission of liability, wrongdoing, or fault by Defendant Aurelius Media Americas Inc. or any other Released Party. AMA has denied, and continues to deny, each and every allegation of wrongdoing, liability, and damages asserted in the Consolidated Complaint. AMA has entered into the Settlement Agreement solely to avoid the cost, burden, distraction, and uncertainty of further litigation and to achieve a final and comprehensive resolution of all claims in this action.

67. Neither this Order, the Settlement Agreement, nor any act, statement, or document related to the settlement shall be admissible or offered or received in evidence in any action or proceeding as an admission, concession, or evidence of liability or wrongdoing of any kind by AMA or any Released Party. This paragraph does not preclude use of this Order or the Settlement Agreement in proceedings to enforce the terms of the settlement.

VI. BAR ORDER AND PERMANENT INJUNCTION

68. All Settlement Class members who did not timely and validly opt out of the Settlement are hereby permanently barred and enjoined from directly or indirectly filing, commencing, prosecuting, maintaining, intervening in, participating in (as class members or otherwise), or receiving any benefits from any other action, lawsuit, arbitration, administrative proceeding, or other proceeding in any court, tribunal, administrative agency, or other forum, anywhere in the world, asserting any of the released claims against any of the Released Parties.

69. This bar order and permanent injunction shall be binding upon all Participating Class Members and their respective heirs, executors, administrators, representatives, agents, attorneys, partners, successors, assigns, and any persons acting on their behalf or purporting to act on their behalf.

VII. JUDGMENT

70. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that final judgment is entered in this action in accordance with the terms of the Settlement Agreement and this Order. The Court finds that there is no just reason for delay in the entry of this judgment.

71. This action is hereby dismissed with prejudice as to all Participating Class Members, without costs to any party except as expressly provided in this Order and the Settlement Agreement. The dismissal with prejudice applies to all claims asserted or that could have been asserted in the Consolidated Complaint that fall within the scope of the release set forth in Section IV of this Order.

72. As to the 23 Settlement Class members who timely and validly opted out, this action is dismissed without prejudice to their individual claims, if any.

VIII. RETENTION OF JURISDICTION

73. The Court retains exclusive and continuing jurisdiction over this action and over all parties to this action, including all Settlement Class members, for the following purposes:

(a) The interpretation, implementation, administration, and enforcement of the Settlement Agreement and this Order;

(b) The administration and distribution of the settlement fund, including the Net Settlement Fund, the PAGA payment, and any cy pres distribution;

(c) The resolution of any disputes between the parties arising out of or relating to the Settlement Agreement or this Order;

(d) The entry of such further orders as may be necessary or appropriate to implement and enforce the terms of the settlement;

(e) Any post-judgment motions, including motions for contempt, motions for enforcement, or motions for modification of the distribution schedule; and

(f) Any other matters related to the administration, implementation, and enforcement of the settlement.

IX. MISCELLANEOUS PROVISIONS

74. In the event that any appeal is taken from this Order or any portion thereof, the Settlement Agreement shall remain in effect and the parties' respective obligations under the Settlement Agreement shall not be stayed or otherwise affected, unless and until an appellate court issues an order expressly staying this Order or reversing or vacating this Order, in whole or in part.

75. In the event that this Order is reversed, vacated, or materially modified on appeal, the parties' rights and obligations shall be governed by the terms of the Settlement Agreement, including any provisions addressing the consequences of appellate reversal or modification.

76. The Court directs the Clerk of the Court to enter this Order and Judgment forthwith. This Order shall constitute the final judgment in this action for all purposes, including for purposes of California Code of Civil Procedure § 904.1.

77. This Order shall be binding upon, and shall inure to the benefit of, the parties to this action, all Participating Class Members, and the Released Parties, together with their respective heirs, executors, administrators, successors, and assigns.

IT IS SO ORDERED.

Dated: _____, 2024

________________________________________

HON. RAYMOND ESCOBEDO Judge of the Superior Court

SUBMITTED BY:

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200

Attorneys for Defendant Aurelius Media Americas Inc.

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

(Consolidated with Case No. 22STCV39501)

Plaintiffs,

Assigned for All Purposes to:

v.	Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,	[PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT
Defendants.	Date: February 2, 2024

Time: 8:30 a.m.

Dept.: 34

Component	Amount
Gross Settlement Amount	$14,750,000
Less: Attorneys' Fees	($4,916,175)
Less: Litigation Costs	($412,300)
Less: Service Awards	($35,000)
Less: Administration Costs	($385,000)
Less: PAGA Payment	($750,000)
Net Settlement Fund	$8,251,525

CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
Attorneys for Defendant AURELIUS MEDIA AMERICAS INC.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
[PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT
The Court has before it Plaintiffs' and Defendant's Joint Motion for Final Approval of Class Action Settlement, filed on January 22, 2024 (the "Motion for Final Approval"). The Court, having considered the Motion, all supporting and opposing papers, the arguments of counsel presented at the Final Approval Hearing held on February 2, 2024, and the complete record in this action, and good cause appearing therefor, hereby enters the following Order:
I. RECITALS AND PROCEDURAL BACKGROUND
1.  On November 1, 2022, Plaintiff Marisol Fuentes filed a putative class action complaint against Defendant Aurelius Media Americas Inc. ("AMA"), Case No. 22STCV38214, alleging wage-and-hour violations under the California Labor Code and the Unfair Competition Law, California Business and Professions Code § 17200 et seq. (the "UCL"), on behalf of a putative class of approximately 1,850 non-exempt, hourly employees of AMA who worked in the State of California.
2.  On November 18, 2022, Plaintiff Derek Halloran filed a related action against AMA, Case No. 22STCV39501, asserting substantially similar claims on behalf of a substantially overlapping putative class.
3.  On February 3, 2023, the Court entered an Order consolidating Case Nos. 22STCV38214 and 22STCV39501, designating Case No. 22STCV38214 as the lead case for all purposes. Yesenia Padilla was subsequently added as a named plaintiff in the consolidated action.
4.  The parties thereafter engaged in extensive discovery. AMA produced 147,832 documents, comprising approximately 1.2 million pages, relating to its employment policies, payroll records, timekeeping data, corporate communications, and related materials. Plaintiffs produced 3,412 documents. The parties conducted 18 depositions in total: 11 depositions noticed and taken by Plaintiffs, and 7 depositions noticed and taken by AMA. The depositions included depositions of each of the three named plaintiffs, AMA's corporate designees, AMA's human resources personnel, and fact witnesses.
5.  The parties exchanged expert reports. Plaintiffs' retained expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, provided an opinion regarding aggregate damages in the amount of $38.6 million. AMA's retained experts, Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC and Dr. Catherine Lindstrom of Hargrove Analytics Inc., provided rebuttal expert opinions, including Dr. Lindstrom's analysis opining that aggregate damages, if any, were no greater than approximately $5.8 million.
6.  On April 14, 2023, Plaintiffs filed a Motion for Class Certification. AMA filed its Opposition on June 16, 2023. Plaintiffs filed their Reply on July 7, 2023. The Court held a hearing on the Motion for Class Certification on July 28, 2023.
7.  On August 11, 2023, the Court entered its Order Granting in Part and Denying in Part Plaintiffs' Motion for Class Certification (the "Certification Order"). The Court certified a class on Plaintiffs' first meal period automatic deduction claim, Plaintiffs' derivative wage statement claim under California Labor Code § 226, and Plaintiffs' UCL claim under California Business and Professions Code § 17200. The Court denied class certification as to Plaintiffs' rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims. The Court permitted Plaintiffs' PAGA representative claim to proceed alongside the certified class claims.
8.  Following the Certification Order, the parties engaged in two full-day mediation sessions before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. The first mediation session was held on August 25, 2023, and focused on the class action claims. The second mediation session was held on September 8, 2023, and addressed both the class action claims and related matters, including the PAGA claims. The two sessions totaled approximately 16 hours of mediation.
9.  As a result of those mediation sessions, the parties reached an agreement in principle to settle all claims in the consolidated action. On September 15, 2023, the parties executed the Class Action Settlement Agreement and Release (the "Settlement Agreement").
10.  On September 22, 2023, the parties filed a Motion for Preliminary Approval of Class Action Settlement.
11.  On October 18, 2023, the Court entered an Order Granting Preliminary Approval of Class Action Settlement (the "Preliminary Approval Order"). In the Preliminary Approval Order, the Court provisionally certified the Settlement Class for settlement purposes only, preliminarily approved the Settlement Agreement and its terms, approved the proposed class notice plan, appointed Meridian Settlement Services LLC ("Meridian") as the claims administrator, and set the Final Approval Hearing for February 2, 2024 at 8:30 a.m. in Department 34.
12.  On November 3, 2023, Meridian mailed the Court-approved Class Notice by first-class mail to the last known address of each of the 1,843 identified Settlement Class members.
13.  The deadline for Settlement Class members to submit requests for exclusion (opt-outs) or objections to the Settlement was January 2, 2024.
14.  On January 22, 2024, the parties filed the Motion for Final Approval, together with all supporting declarations, memoranda, and exhibits.
15.  The Court held the Final Approval Hearing on February 2, 2024 at 8:30 a.m. in Department 34. Counsel for Plaintiffs and counsel for AMA appeared and presented argument.
16.  In rendering this Order, the Court has reviewed and considered all of the following:
(a) The Class Action Settlement Agreement and Release (execution version, dated September 15, 2023);
(b) The Motion for Final Approval and the supporting Memorandum of Points and Authorities;
(c) The Declaration of Renata Vasquez filed in support of Preliminary Approval (September 22, 2023) and the Supplemental Declaration of Renata Vasquez filed in support of Final Approval (January 30, 2024);
(d) The Declaration of Marco Castellano in Support of Preliminary and Final Approval of Class Action Settlement;
(e) The Declaration of Angela Truong of Meridian Settlement Services LLC regarding Notice Administration, Claims Data, Opt-Outs, and Objections;
(f) The Declaration of Devon Archer regarding Settlement Implementation and Compliance;
(g) The Response to Class Member Objections, filed January 22, 2024;
(h) All other papers filed in support of and in opposition to the settlement; and
(i) The arguments of counsel presented at the Final Approval Hearing, together with the complete file in this action.
II. FINDINGS OF FACT AND CONCLUSIONS OF LAW
Having considered the foregoing record, and for the reasons set forth below and stated on the record at the Final Approval Hearing, the Court makes the following findings of fact and conclusions of law:
A. Final Certification of the Settlement Class
17.  The Court hereby finally certifies, for settlement purposes only, the following Settlement Class:
"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."
18.  The estimated size of the Settlement Class is approximately 1,850 individuals. The Court finds that the Settlement Class satisfies all requirements for class certification under California Code of Civil Procedure § 382 and California Rules of Court, Rule 3.764, as set forth below.
19.  Ascertainability. The Settlement Class is defined with sufficient precision to allow the Court and the parties to determine who is and who is not a member of the class. Class membership can be objectively ascertained by reference to AMA's payroll and timekeeping records, which are maintained by NovaPay Solutions Inc. through its TimeTrack Pro timekeeping system. The class definition is clear, uses objective criteria, and does not require individualized inquiry to determine membership.
20.  Commonality and Predominance. Common questions of law and fact predominate over any questions affecting only individual class members. The central question presented by the certified claims is whether AMA's automatic meal period deduction system, as implemented through the NovaPay Solutions TimeTrack Pro timekeeping system, denied class members meal period premium pay without providing an adequate mechanism for employees to report missed, shortened, or interrupted meal periods. This question is common to all members of the Settlement Class and is susceptible to class-wide resolution. Additional common questions include whether AMA's wage statements were inaccurate as a derivative consequence of the alleged meal period violations, and whether AMA's practices constituted unfair business practices under the UCL. These common questions predominate over any individualized issues.
21.  Typicality. The claims of the named plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — are typical of the claims of the Settlement Class. Each named plaintiff was a non-exempt, hourly employee of AMA who was subject to AMA's automatic meal period deduction in the NovaPay Solutions TimeTrack Pro timekeeping system during the class period. The named plaintiffs' claims arise from the same course of conduct and are based on the same legal theories as the claims of all absent class members.
22.  Adequacy of Representation. The named plaintiffs have fairly and adequately represented the interests of the Settlement Class throughout this litigation. Each named plaintiff participated actively in the prosecution of this action, including submitting to depositions, reviewing and producing documents, attending mediation sessions, and consulting with Class Counsel regarding the terms of the Settlement Agreement. There is no evidence of any conflict of interest between the named plaintiffs and the absent class members.
23.  Superiority. A class action settlement is a superior method of resolving the common claims of the Settlement Class compared to individual lawsuits or other alternative methods of adjudication. The class action mechanism is efficient, avoids inconsistent results, and permits the resolution of the claims of approximately 1,850 employees in a single proceeding. The amounts at stake for individual class members, while meaningful, would likely not justify the expense of individual litigation in many cases.
B. Adequacy of Class Counsel
24.  The Court hereby appoints the following counsel as Class Counsel for the Settlement Class:
Lead Class Counsel: Castellano Byrne & Salas LLP Marco Castellano (SBN 198422) Diane Salas 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025
PAGA Co-Counsel: Veltrano Employment Law Group PC Sandra Higuera (SBN 217893) 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071
25.  The Court finds that Class Counsel have extensive experience in the prosecution of wage-and-hour class actions in California, have vigorously and competently represented the interests of the Settlement Class throughout the litigation, and have achieved a favorable result for the class. Class Counsel undertook substantial risk in prosecuting this case on a contingency basis, advanced significant costs, and devoted thousands of hours of attorney and professional time to the investigation, prosecution, and resolution of this action.
C. Named Class Representatives
26.  The Court confirms Marisol Fuentes, Derek Halloran, and Yesenia Padilla as the Class Representatives for the Settlement Class. Each named plaintiff has demonstrated a commitment to the interests of the class and has provided meaningful service throughout the course of this litigation.
D. Notice to the Settlement Class
27.  The Court finds that the Class Notice was disseminated in substantial compliance with the Preliminary Approval Order, the due process requirements of the United States and California Constitutions, and all applicable legal requirements, including California Rules of Court, Rule 3.766(e). Specifically, the Court finds as follows:
(a) On November 3, 2023, Meridian Settlement Services LLC mailed 1,843 individual Class Notices by first-class United States mail to the last known address of each identified Settlement Class member, as determined from AMA's payroll and human resources records.
(b) Seven (7) Class Notices were initially returned by the United States Postal Service as undeliverable. Meridian conducted skip-tracing procedures to locate updated addresses for each of the seven individuals and re-mailed the Class Notices to the updated addresses. All seven re-mailed notices were successfully delivered.
(c) Meridian established and maintained a dedicated settlement website providing information about the settlement, including a copy of the Class Notice, the Settlement Agreement, and answers to frequently asked questions. The settlement website received a total of 2,847 unique visits during the notice period.
(d) Meridian established and maintained a toll-free telephone number for Settlement Class members to obtain information about the settlement and to ask questions regarding their rights. The toll-free line received a total of 312 calls during the notice period.
(e) The Class Notice clearly and accurately described the material terms of the settlement, the allocation formula for distributing the Net Settlement Fund, the procedure and deadline for opting out of the settlement, the procedure and deadline for submitting written objections to the settlement, and the date, time, and location of the Final Approval Hearing.
28.  The Court finds that the notice program constituted the best practicable notice under the circumstances and satisfied the requirements of due process. The notice was reasonably calculated to apprise Settlement Class members of the pendency of the action, the proposed settlement, and their rights, including the right to opt out, the right to object, and the right to appear at the Final Approval Hearing.
E. Requests for Exclusion (Opt-Outs)
29.  Twenty-three (23) Settlement Class members submitted valid and timely requests to be excluded from the Settlement Class on or before the January 2, 2024 deadline. The names and addresses of these individuals are set forth in Exhibit 1 to the Declaration of Angela Truong filed in connection with the Motion for Final Approval.
30.  The 23 opt-outs represent approximately 1.24% of the approximately 1,850 identified Settlement Class members. This opt-out rate is well below the 5% threshold (93 individuals) that would have entitled AMA to exercise its right to void the settlement under Section 12.3 of the Settlement Agreement. AMA has confirmed that it does not exercise any right to void the settlement.
31.  The 23 individuals who timely and validly opted out are hereby excluded from the Settlement Class, are not bound by this Order, the Settlement Agreement, or the release of claims set forth herein, and retain whatever individual claims they may have against AMA, if any.
F. Objections.  
32.  Four (4) Settlement Class members submitted timely written objections to the settlement on or before the January 2, 2024 deadline. The Court has carefully reviewed and considered each objection, together with the responses filed by the parties on January 22, 2024 and the arguments of counsel at the Final Approval Hearing. The Court rules on each objection as follows:
33.  Objection No. 1 — Carlos Vega. Mr. Vega objects to the attorneys' fee award sought by Class Counsel, arguing that 33.33% of the Gross Settlement Amount is excessive and that attorneys' fees should be limited to no more than 25% of the Gross Settlement Amount.
RULING: OVERRULED. The requested fee of 33.33% of the Gross Settlement Amount is within the range of fees routinely approved by California courts in class action settlements. The California Supreme Court has endorsed the percentage-of-fund method as appropriate for calculating attorneys' fees in common fund class action cases and has recognized that one-third of the common fund is a customary and reasonable fee. (Laffitte v. Robert Half International Inc. (2016) 1 Cal.5th 480, 503–506.) In evaluating the reasonableness of the requested fee, the Court has considered the following factors: (i) the complexity of the litigation, which involved contested class certification, extensive document discovery, 18 depositions, and dueling expert analyses; (ii) the significant risk assumed by Class Counsel in prosecuting this action on a pure contingency basis over more than two years, with no guarantee of any recovery; (iii) the favorable result achieved for the class, including a Gross Settlement Amount representing approximately 38.2% of Plaintiffs' expert's total damages calculation; (iv) the quality of Class Counsel's work product, including the successful certification of a class on the primary meal period claim; and (v) the prevailing market rate for attorneys' fees in comparable wage-and-hour class action settlements in California. Considering these factors, the Court finds the requested fee of 33.33% to be reasonable.
34.  Objection No. 2 — Rachel Kimura. Ms. Kimura objects to the allocation formula used to distribute the Net Settlement Fund among participating class members. Ms. Kimura argues that overtime hours should be weighted more heavily than the current 40% weighting because, in her view, employees who worked more overtime worked longer shifts and were therefore more likely to miss or have their meal periods shortened.
RULING: OVERRULED. The allocation formula — 60% based on the number of weeks worked during the class period and 40% based on recorded overtime hours — was negotiated at arm's length between experienced counsel with the assistance of the Honorable Patricia Okoro (Ret.), a skilled and experienced mediator. The formula represents a reasonable and fair method of allocating the Net Settlement Fund among class members with varying periods of employment and differing amounts of overtime exposure. While a different allocation formula could have been adopted, the formula selected by the parties reasonably balances the interests of all class members and falls well within the range of allocations approved in similar settlements. The Court notes that "weeks worked" serves as a proxy for the total number of meal periods potentially affected, while "overtime hours" captures the incremental exposure for employees who worked longer shifts. The Court finds that the 60/40 weighting appropriately reflects these considerations.
35.  Objection No. 3 — Samuel Torres. Mr. Torres objects to the Gross Settlement Amount, arguing that $14,750,000 is too low and that the class should have received at least $25 million based on what Mr. Torres describes as the "true" value of the claims.
RULING: OVERRULED. The Gross Settlement Amount of $14,750,000 represents approximately 38.2% of Plaintiffs' expert's aggregate damages calculation of $38.6 million. The Court has carefully considered the competing expert analyses presented by the parties. Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, estimated aggregate damages of $38.6 million. AMA's rebuttal expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., estimated aggregate damages, if liability were established, of no more than approximately $5.8 million. The substantial gap between these competing valuations underscores the significant risks that both sides faced in the continued prosecution and defense of this action. The Court has also considered the partial certification order entered on August 11, 2023, which certified only the first meal period automatic deduction claim, the derivative wage statement claim, and the UCL claim, while denying certification of the rest period, off-the-clock/overtime, minimum wage, second meal period, and waiting time penalty claims. The denial of certification on multiple claims substantially reduced Plaintiffs' available recovery at trial. Taking into account these litigation risks, the competing expert valuations, and the costs and uncertainties of continued litigation, the Court finds that the Gross Settlement Amount of $14,750,000 is within the range of reasonableness for California wage-and-hour class action settlements and represents a fair and adequate recovery for the class.
36.  Objection No. 4 — Dawn Prescott. Ms. Prescott objects to the scope of the release, arguing that the settlement should not release non-certified claims, including the rest period and off-the-clock claims, without providing separate compensation for those claims.
RULING: OVERRULED. The release of both certified and non-certified claims is a standard and well-established feature of California class action settlements. Courts have consistently approved broad releases in class action settlements where, as here, the released claims arise from the same set of operative facts alleged in the complaint. (See, e.g., Villacres v. Northpoint Services Inc. (2010) 189 Cal.App.4th 562, 589 [approving release of claims that "could have been asserted" based on the factual allegations in the complaint].) The Gross Settlement Amount of $14,750,000 was negotiated in light of the full scope of the released claims, including the non-certified rest period, off-the-clock, overtime, minimum wage, second meal period, and waiting time penalty claims. The value attributable to those non-certified claims was considered and factored into the overall settlement negotiations. The broad release provides comprehensive finality for all parties and avoids the prospect of piecemeal litigation over claims arising from the same underlying employment relationship and factual circumstances. The Court finds the scope of the release to be fair and reasonable.
G. Fairness, Adequacy, and Reasonableness of the Settlement
37.  The Court finds that the Settlement Agreement, and each of its terms, is fair, adequate, and reasonable to the Settlement Class. In reaching this conclusion, the Court has applied 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, and finds as follows:
38.  Arm's-Length Negotiation. The settlement was the product of arm's-length, adversarial negotiations between competent and experienced counsel on 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 25 years of experience on the bench and extensive experience mediating complex employment class action disputes. The negotiations spanned two full-day mediation sessions held on August 25, 2023 and September 8, 2023, totaling approximately 16 hours of mediation. The involvement of a neutral, experienced mediator and the adversarial nature of the negotiations support a presumption of fairness.
39.  Sufficient Investigation and discovery. The parties conducted extensive fact and expert discovery prior to and during settlement negotiations. AMA produced over 147,000 documents comprising approximately 1.2 million pages. Plaintiffs produced approximately 3,400 documents. The parties took 18 depositions. The parties exchanged competing expert reports quantifying class-wide damages. The parties fully briefed and argued a contested class certification motion, and the Court issued a detailed ruling on class certification. This extensive record ensured that the parties — and the mediator — were fully informed of the strengths and weaknesses of their respective positions when the settlement was negotiated. The Court is satisfied that Class Counsel had sufficient information and understanding of the case to make an informed judgment regarding the adequacy of the settlement.
40.  Settlement Amount. The Gross Settlement Amount of $14,750,000 is fair and adequate. The settlement amount represents approximately 38.2% of Plaintiffs' expert Dr. Rennick's aggregate damages figure of $38.6 million. This percentage recovery is at the upper end of the typical settlement range of 15% to 40% of claimed exposure that California courts have observed in wage-and-hour class action settlements. The settlement amount appropriately accounts for the litigation risks faced by both parties, including the partial denial of class certification on multiple claims, AMA's defenses on the merits, and the uncertainty inherent in proceeding to trial. The Court finds that the Gross Settlement Amount represents a substantial and meaningful recovery for the class.
41.  Reaction of the Class. The overwhelmingly positive reaction of the Settlement Class confirms the fairness and reasonableness of the settlement. The claims data submitted by Meridian Settlement Services LLC demonstrates the following:
(a) 1,262 valid claims were submitted by Settlement Class members out of approximately 1,850 identified class members, representing a claims rate of 68.2%. This claims rate is well above the average claims rate in comparable class action settlements.
(b) Only 23 Settlement Class members submitted valid and timely requests for exclusion, representing an opt-out rate of approximately 1.24%. This very low opt-out rate strongly supports the conclusion that the Settlement Class considers the settlement to be fair and favorable.
(c) Only 4 Settlement Class members submitted timely written objections. None of the objections raises a substantive concern warranting denial or modification of the settlement, as discussed above.
42.  Experience and Views of Counsel. Both Class Counsel and Defense Counsel are experienced practitioners in employment class action litigation. Class Counsel, including Marco Castellano and Diane Salas of Castellano Byrne & Salas LLP and Sandra Higuera of Veltrano Employment Law Group PC, have collectively prosecuted and resolved numerous wage-and-hour class actions and PAGA representative actions in California. Defense Counsel, including Renata Vasquez and Devon Archer of Calderwood & Harkness LLP, likewise have extensive experience defending employment class actions. All counsel have expressed the informed view that the settlement is fair, reasonable, and in the best interests of the Settlement Class. The Court credits the judgment of experienced counsel on both sides.
43.  Stage of Proceedings. The settlement was reached at an advanced stage of the litigation, after class certification had been fully briefed and decided, after extensive fact and expert discovery had been completed, and at a stage when the parties had a well-developed understanding of the factual and legal merits of the case. The settlement was not premature; rather, it was reached at a point when the parties had sufficient information to evaluate the risks and benefits of continued litigation.
44.  Absence of Fraud or Collusion. The Court finds no evidence of fraud, collusion, or overreaching in the negotiation of the settlement. The settlement was negotiated at arm's length between adverse parties with the assistance of a neutral mediator. The terms of the settlement, including the Gross Settlement Amount, the allocation formula, the scope of the release, and the amounts allocated to attorneys' fees, costs, service awards, and administration costs, are all consistent with a bona fide, arm's-length resolution of a genuinely disputed matter.
III. APPROVAL OF SETTLEMENT TERMS
Based on the foregoing findings, the Court hereby approves the Settlement Agreement and its terms, and orders as follows:
A. Gross Settlement Amount
45.  The Court approves the Gross Settlement Amount ("GSA") of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000). The GSA is non-reversionary; no portion of the GSA shall revert to AMA under any circumstances.
B. Attorneys' Fees
46.  The Court approves Class Counsel's request for attorneys' fees in the amount of Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175), which represents 33.33% of the Gross Settlement Amount. This amount is to be paid from the GSA. The Court finds that this fee is fair, reasonable, and justified by the quality of the representation provided, the complexity of the litigation, the risk undertaken by Class Counsel in prosecuting this action on a contingency basis, the result achieved, and the prevailing market rates for similar services. The Court has cross-checked the percentage award against Class Counsel's documented lodestar and finds that the resulting multiplier of approximately 1.7x is within the range of multipliers typically approved in California class action settlements.
C. Litigation Costs
47.  The Court approves reimbursement of Class Counsel's reasonable litigation costs in the amount of Four Hundred Twelve Thousand Three Hundred Dollars ($412,300), as documented and supported by the declarations of Class Counsel filed in connection with the Motion for Final Approval. The costs include, among other items, filing fees, deposition costs, expert witness fees, mediation fees, document review and hosting expenses, and travel expenses. The Court finds that these costs were reasonably and necessarily incurred in the prosecution of this action on behalf of the Settlement Class. These costs are to be paid from the GSA.
D. Class Representative Service Awards
48.  The Court approves the following service awards to the named Class Representatives, in recognition of their meaningful service to the Settlement Class, including their willingness to serve as named plaintiffs, their active participation in discovery and depositions, their attendance at mediation sessions, and their involvement in the settlement approval process:
(a) Marisol Fuentes: Fifteen Thousand Dollars ($15,000)
(b) Derek Halloran: Ten Thousand Dollars ($10,000)
(c) Yesenia Padilla: Ten Thousand Dollars ($10,000)
Total Service Awards: Thirty-Five Thousand Dollars ($35,000)
49.  The service awards are to be paid from the GSA. The Court finds that these awards are reasonable and commensurate with the contributions of the named plaintiffs. Ms. Fuentes receives a higher award in recognition of her role as the lead plaintiff, her additional participation in discovery and mediation, and the earlier filing date of her complaint.
E. Settlement Administration Costs
50.  The Court approves settlement administration costs in the amount of Three Hundred Eighty-Five Thousand Dollars ($385,000), payable to the claims administrator, Meridian Settlement Services LLC (Angela Truong, principal contact), 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701. The administration costs cover all services provided by Meridian in connection with the settlement, including class member identification and data management, notice preparation and mailing, skip-tracing, claims processing, opt-out and objection tracking, settlement fund escrow management, tax reporting, and distribution of individual settlement payments. The administration costs are to be paid from the GSA.
F. PAGA Payment
51.  The Court approves a PAGA payment in the total amount of Seven Hundred Fifty Thousand Dollars ($750,000) from the GSA, allocated in accordance with California Labor Code § 2699(i) as follows:
(a) Seventy-five percent (75%) of the PAGA payment, in the amount of Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500), shall be paid to the California Labor and Workforce Development Agency ("LWDA").
(b) Twenty-five percent (25%) of the PAGA payment, in the amount of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), shall be distributed to aggrieved employees as part of the individual settlement payments.
52.  The Court finds that the PAGA payment amount is reasonable in light of the nature and scope of the alleged PAGA violations, the value of the certified class claims, and the risks and uncertainties associated with continued prosecution of the PAGA claims.
G. Net Settlement Fund
53.  After deduction of the foregoing amounts from the Gross Settlement Amount, the Net Settlement Fund ("NSF") is calculated as follows:
H. Distribution to Settlement Class Members
54.  The Net Settlement Fund of Eight Million Two Hundred Fifty-One Thousand Five Hundred Twenty-Five Dollars ($8,251,525) shall be distributed pro rata to all participating Settlement Class members — that is, all Settlement Class members who did not timely and validly opt out — in accordance with the allocation formula set forth in the Settlement Agreement, as follows:
(a) Sixty percent (60%) of each Settlement Class member's individual payment shall be calculated based on the number of qualifying weeks worked by that class member during the class period (November 1, 2018 through October 31, 2023), relative to the total number of qualifying weeks worked by all participating Settlement Class members during the class period.
(b) Forty percent (40%) of each Settlement Class member's individual payment shall be calculated based on the class member's recorded overtime hours during the class period, relative to the total recorded overtime hours of all participating Settlement Class members during the class period.
55.  Based on the foregoing formula, the estimated average individual payment is approximately $4,460 per participating class member ($8,251,525 ÷ 1,827 participating class members, after excluding the 23 class members who opted out from the 1,850 total class members). Actual individual payments will vary based on each class member's individual allocation factors, including weeks worked and overtime hours.
56.  Tax Treatment. Individual settlement payments shall be allocated for tax purposes as set forth in Section 8.4 of the Settlement Agreement:
(a) Fifty percent (50%) of each individual payment shall be treated as wages, subject to all applicable federal, state, and local tax withholdings, including withholding for federal income tax, California state income tax, FICA (Social Security and Medicare), and SDI contributions. The employer's share of payroll taxes shall be paid by AMA separately and shall not reduce the GSA or the NSF.
(b) Thirty-three and one-third percent (33.33%) of each individual payment shall be treated as interest and penalties, reportable to the class member on IRS Form 1099-MISC.
(c) Sixteen and two-thirds percent (16.67%) of each individual payment shall be treated as non-wage damages (e.g., restitution under the UCL), reportable to the class member on IRS Form 1099-MISC.
I. Funding Timeline
57.  The Gross Settlement Amount of $14,750,000 shall be funded as follows:
(a) AMA shall fund its share of the GSA in the amount of Five Million Five Hundred Thousand Dollars ($5,500,000) within fourteen (14) calendar days of the date of entry of this Order.
(b) AMA's employment practices liability insurer, Pemberton Mutual Assurance Co. (Policy No. PMA-EPL-2022-00837), shall fund its authorized contribution of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) within fourteen (14) calendar days of the date of entry of this Order.
(c) The total combined funding of $5,500,000 + $9,250,000 = $14,750,000 shall be deposited into the settlement fund escrow account established and maintained by Meridian Settlement Services LLC.
58.  Meridian Settlement Services LLC shall distribute individual settlement payments to all participating Settlement Class members within thirty (30) calendar days of receipt of full funding of the GSA into the escrow account.
J. Uncashed Checks
59.  Any individual settlement checks that remain uncashed after one hundred eighty (180) calendar days from the date of issuance shall be voided. Meridian Settlement Services LLC shall make reasonable efforts to contact class members with uncashed checks before voiding such checks, including sending a reminder notice by first-class mail and, where available, by email or telephone, at least thirty (30) days before the expiration of the 180-day period.
60.  The aggregate amount of all voided, uncashed checks shall be distributed cy pres to the Legal Aid Foundation of Los Angeles (LAFLA), 1550 West 8th Street, Los Angeles, California 90017, consistent with Section 9.6 of the Settlement Agreement. The Court finds that the Legal Aid Foundation of Los Angeles is an appropriate cy pres recipient, as its mission of providing free legal services to low-income residents of Los Angeles County, including representation in wage-and-hour and employment matters, bears a reasonable nexus to the interests of the Settlement Class.
IV. RELEASE OF CLAIMS
61.  Upon the entry of this Order and Judgment, all Settlement Class members who did not timely and validly opt out of the Settlement ("Participating Class Members") shall be deemed to have fully, finally, and forever released and discharged Aurelius Media Americas Inc., Aurelius Global Media Group PLC (AMA's parent company), and their respective past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, shareholders, partners, members, managers, employees, agents, representatives, attorneys, accountants, auditors, advisors, insurers, co-insurers, reinsurers, and legal representatives (collectively, the "Released Parties") from any and all claims, demands, rights, liabilities, actions, causes of action, suits, damages, losses, costs, expenses, penalties, fines, and attorneys' fees of every kind and nature, whether statutory, constitutional, contractual, or common law, whether known or unknown, suspected or unsuspected, asserted or unasserted, that arise from, relate to, or are based upon the facts, transactions, occurrences, policies, practices, or circumstances alleged or that could have been alleged in the Consolidated Complaint, including but not limited to the following:
(a) Claims for meal period violations, including first and second meal period claims, under California Labor Code §§ 226.7 and 512;
(b) Claims for rest period violations under California Labor Code § 226.7;
(c) Claims for failure to pay overtime compensation under California Labor Code §§ 510 and 1194;
(d) Claims for minimum wage violations under California Labor Code §§ 1197 and 1197.1;
(e) Claims for inaccurate or non-compliant wage statements under California Labor Code § 226;
(f) Claims for waiting time penalties under California Labor Code §§ 201, 202, and 203;
(g) Claims for unfair, unlawful, or fraudulent business practices under the Unfair Competition Law, California Business and Professions Code § 17200 et seq.;
(h) Claims asserted under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code §§ 2698–2699.8, arising from or relating to any of the foregoing claims;
(i) All other claims, causes of action, or theories of liability, whether known or unknown, that arise from, relate to, are based upon, or could have been asserted based on the facts, transactions, events, policies, practices, or circumstances alleged or that could have been alleged in the Consolidated Complaint during the class period of November 1, 2018 through October 31, 2023.
62.  The release set forth above encompasses both certified and non-certified claims, including claims for which class certification was denied by the Court in its August 11, 2023 Certification Order.
63.  Each Participating Class Member shall be deemed to have expressly and knowingly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code § 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."
64.  Each Participating Class Member understands and acknowledges that he or she may discover facts in addition to or different from those that he or she now knows or believes to be true with respect to the subject matter of the released claims, but that it is the intention of each Participating Class Member to fully, finally, and forever settle and release all released claims, including unknown claims, as defined in the Settlement Agreement.
65.  The 23 Settlement Class members who timely and validly opted out of the Settlement are not bound by this release and retain whatever individual claims they may have against AMA or any other Released Party, if any.
V. NO ADMISSION OF LIABILITY
66.  Nothing in this Order, the Settlement Agreement, or the settlement process shall constitute, be construed as, or be deemed to be an admission of liability, wrongdoing, or fault by Defendant Aurelius Media Americas Inc. or any other Released Party. AMA has denied, and continues to deny, each and every allegation of wrongdoing, liability, and damages asserted in the Consolidated Complaint. AMA has entered into the Settlement Agreement solely to avoid the cost, burden, distraction, and uncertainty of further litigation and to achieve a final and comprehensive resolution of all claims in this action.
67.  Neither this Order, the Settlement Agreement, nor any act, statement, or document related to the settlement shall be admissible or offered or received in evidence in any action or proceeding as an admission, concession, or evidence of liability or wrongdoing of any kind by AMA or any Released Party. This paragraph does not preclude use of this Order or the Settlement Agreement in proceedings to enforce the terms of the settlement.
VI. BAR ORDER AND PERMANENT INJUNCTION
68.  All Settlement Class members who did not timely and validly opt out of the Settlement are hereby permanently barred and enjoined from directly or indirectly filing, commencing, prosecuting, maintaining, intervening in, participating in (as class members or otherwise), or receiving any benefits from any other action, lawsuit, arbitration, administrative proceeding, or other proceeding in any court, tribunal, administrative agency, or other forum, anywhere in the world, asserting any of the released claims against any of the Released Parties.
69.  This bar order and permanent injunction shall be binding upon all Participating Class Members and their respective heirs, executors, administrators, representatives, agents, attorneys, partners, successors, assigns, and any persons acting on their behalf or purporting to act on their behalf.
VII. JUDGMENT
70.  IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that final judgment is entered in this action in accordance with the terms of the Settlement Agreement and this Order. The Court finds that there is no just reason for delay in the entry of this judgment.
71.  This action is hereby dismissed with prejudice as to all Participating Class Members, without costs to any party except as expressly provided in this Order and the Settlement Agreement. The dismissal with prejudice applies to all claims asserted or that could have been asserted in the Consolidated Complaint that fall within the scope of the release set forth in Section IV of this Order.
72.  As to the 23 Settlement Class members who timely and validly opted out, this action is dismissed without prejudice to their individual claims, if any.
VIII. RETENTION OF JURISDICTION
73.  The Court retains exclusive and continuing jurisdiction over this action and over all parties to this action, including all Settlement Class members, for the following purposes:
(a) The interpretation, implementation, administration, and enforcement of the Settlement Agreement and this Order;
(b) The administration and distribution of the settlement fund, including the Net Settlement Fund, the PAGA payment, and any cy pres distribution;
(c) The resolution of any disputes between the parties arising out of or relating to the Settlement Agreement or this Order;
(d) The entry of such further orders as may be necessary or appropriate to implement and enforce the terms of the settlement;
(e) Any post-judgment motions, including motions for contempt, motions for enforcement, or motions for modification of the distribution schedule; and
(f) Any other matters related to the administration, implementation, and enforcement of the settlement.
IX. MISCELLANEOUS PROVISIONS
74.  In the event that any appeal is taken from this Order or any portion thereof, the Settlement Agreement shall remain in effect and the parties' respective obligations under the Settlement Agreement shall not be stayed or otherwise affected, unless and until an appellate court issues an order expressly staying this Order or reversing or vacating this Order, in whole or in part.
75.  In the event that this Order is reversed, vacated, or materially modified on appeal, the parties' rights and obligations shall be governed by the terms of the Settlement Agreement, including any provisions addressing the consequences of appellate reversal or modification.
76.  The Court directs the Clerk of the Court to enter this Order and Judgment forthwith. This Order shall constitute the final judgment in this action for all purposes, including for purposes of California Code of Civil Procedure § 904.1.
77.  This Order shall be binding upon, and shall inure to the benefit of, the parties to this action, all Participating Class Members, and the Released Parties, together with their respective heirs, executors, administrators, successors, and assigns.
IT IS SO ORDERED.
Dated: _____, 2024
________________________________________
HON. RAYMOND ESCOBEDO Judge of the Superior Court
SUBMITTED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200
Attorneys for Defendant Aurelius Media Americas Inc.
MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated, | Lead Case No. 22STCV38214
(Consolidated with Case No. 22STCV39501)
Plaintiffs,
Assigned for All Purposes to:
v. | Hon. Raymond Escobedo, Dept. 34
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive, | [PROPOSED] ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT AND JUDGMENT
Defendants. | Date: February 2, 2024
Time: 8:30 a.m.
Dept.: 34
Component | Amount
Gross Settlement Amount | $14,750,000
Less: Attorneys' Fees | ($4,916,175)
Less: Litigation Costs | ($412,300)
Less: Service Awards | ($35,000)
Less: Administration Costs | ($385,000)
Less: PAGA Payment | ($750,000)
Net Settlement Fund | $8,251,525