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

proposed-order-preliminary-approval.docx DOCUMENT Finance & Banking

148 / 150 ← → ✕

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

The Court has before it Plaintiffs' Motion for Preliminary Approval of Class Action Settlement and the related filings in support thereof. Having reviewed and considered the following filings, all filed with the Court on September 22, 2023:

1. Plaintiffs' Motion for Preliminary Approval of Class Action Settlement;

2. Plaintiffs' Memorandum of Points and Authorities in Support of Motion for Preliminary Approval of Class Action Settlement;

3. Declaration of Renata Vasquez in Support of Preliminary Approval of Class Action Settlement;

4. Declaration of Marco Castellano in Support of Preliminary Approval of Class Action Settlement, including all exhibits attached thereto;

5. The Class Action Settlement Agreement and Release, fully executed on September 15, 2023 (hereinafter, the "Settlement Agreement"), attached as Exhibit 1 to the Motion for Preliminary Approval;

6. The proposed Class Notice (Long Form), attached as Exhibit A to the Settlement Agreement;

7. The proposed Class Notice (Summary/Postcard Form), attached as Exhibit B to the Settlement Agreement;

The Court has further considered the arguments of counsel presented at the hearing on this Motion, the entire record in this action, and the applicable law, including the standards set forth in Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794 and Kullar v. Foot Locker Retail, Inc. (2008) 168 Cal.App.4th 116, as well as all other applicable authority governing the preliminary approval of class action settlements in California.

The Court notes that the Settlement Agreement was reached following arm's-length negotiations conducted over the course of two full-day mediation sessions held on August 25, 2023 and September 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Judge Okoro is a retired Los Angeles Superior Court Judge with over twenty-five (25) years of service on the bench, and the Court is satisfied that she served as an experienced and neutral mediator throughout the settlement process.

The Court further notes that the negotiations leading to the Settlement Agreement were conducted only after extensive discovery in this litigation. The record reflects that Defendant produced approximately 147,832 documents (totaling approximately 1.2 million pages), that Plaintiffs produced 3,412 documents, that the parties conducted eighteen (18) depositions (including depositions of the three named Plaintiffs, corporate representatives of Defendant, and both sides' expert witnesses), that the parties exchanged expert reports, and that full briefing and a hearing were completed on Plaintiffs' Motion for Class Certification. On August 11, 2023, the Court granted in part Plaintiffs' Motion for Class Certification, certifying the class on the first meal period auto-deduction claim, the derivative wage statement claim under California Labor Code section 226, and the Unfair Competition Law claim under California Business and Professions Code section 17200 et seq.

The Court is satisfied that the parties and their respective counsel were fully informed of the strengths and weaknesses of their respective positions prior to entering into the Settlement Agreement, and that the Settlement was the product of informed, arm's-length, and non-collusive negotiations.

Good cause appearing, the Court hereby ORDERS as follows:

1. PRELIMINARY APPROVAL OF SETTLEMENT

1.1. The Court hereby grants preliminary approval of the Settlement Agreement between Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, on behalf of themselves and the Settlement Class (as defined below), and Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant").

1.2. The Court finds, on a preliminary basis and subject to the Final Approval Hearing set forth below, that the Settlement Agreement is fair, reasonable, and adequate within the meaning of applicable California law. The Court further finds, on a preliminary basis, that the Settlement Agreement appears to be the product of arm's-length, non-collusive negotiations between experienced counsel on both sides, facilitated by an experienced and neutral mediator.

1.3. In reaching this preliminary finding, the Court has considered the following factors, among others:

(a) The strength of Plaintiffs' case and the risk of continued litigation. Plaintiffs have presented a viable theory that Defendant's automatic meal period deduction system resulted in the systematic failure to pay meal period premium wages. However, the Court recognizes that Defendant has raised defenses that pose meaningful risks to Plaintiffs' recovery at trial, including evidence of individual variation in meal period practices across Defendant's seven California production facilities.

(b) The risk, expense, complexity, and likely duration of further litigation. This case involves complex factual and legal issues regarding Defendant's timekeeping practices across multiple facilities, and further litigation would require substantial additional expense and time, including a class trial and likely appellate proceedings.

(c) The risk of maintaining class certification through trial. Although the Court granted class certification on certain claims, Defendant's pending motion for reconsideration and the inherent risks of maintaining certification through trial weigh in favor of settlement.

(d) The amount offered in settlement in relation to the maximum potential recovery. The Gross Settlement Amount of $14,750,000 (Fourteen Million Seven Hundred Fifty Thousand Dollars) represents a meaningful percentage of Plaintiffs' estimated maximum potential recovery and falls within the range of reasonableness for a settlement of this nature.

(e) The stage of the proceedings and the amount of discovery completed. The parties have engaged in extensive discovery, including document production, depositions, and expert analysis, and the case has been litigated through class certification, such that the parties and the Court have a thorough understanding of the merits.

(f) The experience and views of counsel and the mediator. Counsel on both sides are experienced in employment class action litigation, and the mediator, Hon. Patricia Okoro (Ret.), is highly experienced in mediating complex employment disputes. The views of counsel and the mediator support the conclusion that the Settlement is fair and reasonable.

1.4. The Court finds no obvious deficiencies in the Settlement Agreement that would preclude final approval. The Settlement Agreement appears to treat Settlement Class members equitably, provides a reasonable allocation methodology, and contains appropriate provisions for notice, opt-out, and objection procedures.

2. PROVISIONAL CERTIFICATION OF SETTLEMENT CLASS

2.1. For settlement purposes only, and without prejudice to Defendant's right to contest class certification in the event the Settlement does not receive final approval or is otherwise terminated or voided, the Court provisionally certifies 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."

2.2. The estimated size of the Settlement Class is approximately 1,850 individuals, based on data produced by Defendant from its payroll and timekeeping records.

2.3. The Court finds, on a preliminary basis, that the Settlement Class satisfies the requirements for class certification under California Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, as follows:

(a) Ascertainability. The Settlement Class is ascertainable. Membership in the Settlement Class can be determined from objective criteria using Defendant's payroll and timekeeping records maintained by NovaPay Solutions Inc. The class definition identifies a definite and objectively identifiable group of persons who are bound by or entitled to relief under the Settlement.

(b) Predominance of Common Questions. Common questions of law and fact predominate over any individual questions. Specifically, the central question of whether Defendant's automatic meal period deduction system, as implemented across its seven California production facilities (located in Los Angeles, Burbank, Glendale, Culver City, Pasadena, Long Beach, and Santa Clarita), resulted in the systematic denial of meal period premium pay to Settlement Class members is a question common to all class members and predominates over any individualized inquiries.

(c) 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 Defendant who was subject to the same automatic meal period deduction system and who alleges the same types of wage and hour violations as the Settlement Class.

(d) Adequacy of Representation. The named Plaintiffs and Class Counsel will fairly and adequately represent the interests of the Settlement Class. The named Plaintiffs have no conflicts of interest with absent class members, and Class Counsel possess the experience, resources, and ability to effectively represent the class.

(e) Superiority. A class action is a superior method of adjudicating these claims. The individual claims of the Settlement Class members, while significant in the aggregate, are of a size that makes individual litigation impractical for many class members. Adjudication of these claims on a class-wide basis promotes efficiency and consistency.

2.4. This provisional certification is made solely for purposes of effectuating the Settlement and does not constitute a finding that class certification would be appropriate for litigation purposes on any claims beyond those already certified by the Court. In the event the Settlement is not finally approved or is otherwise terminated or voided, this provisional certification shall be automatically vacated, and Defendant shall retain all rights to oppose class certification in any further proceedings.

3. APPOINTMENT OF CLASS REPRESENTATIVES

3.1. The Court hereby appoints Marisol Fuentes, Derek Halloran, and Yesenia Padilla as Class Representatives for the Settlement Class. The Court finds, on a preliminary basis, that each Class Representative has claims typical of the Settlement Class, has no disqualifying conflicts of interest with the class, and has demonstrated a willingness and ability to represent the interests of the Settlement Class fairly and adequately.

4. APPOINTMENT OF CLASS COUNSEL

4.1. The Court hereby appoints Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025, as Lead Class Counsel for the Settlement Class. The Court finds that Lead Class Counsel possess the requisite qualifications, experience, and resources to represent the Settlement Class effectively in this matter.

4.2. The Court hereby appoints Veltrano Employment Law Group PC (Sandra Higuera), located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, as PAGA Co-Counsel. PAGA Co-Counsel shall assist Lead Class Counsel in all matters related to the PAGA component of the Settlement, including the required notice and payment obligations to the California Labor and Workforce Development Agency ("LWDA").

5. APPOINTMENT OF CLAIMS ADMINISTRATOR

5.1. The Court hereby appoints Meridian Settlement Services LLC (Angela Truong, Principal Contact), located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, as the Claims Administrator for the Settlement.

5.2. The Claims Administrator shall perform all duties set forth in the Settlement Agreement, including but not limited to the following:

(a) Obtaining from Defendant, within ten (10) calendar days of the entry of this Order, the class list and contact information (including full legal names, last known mailing addresses, Social Security numbers or last four digits thereof, dates of employment, weeks worked during the class period, and recorded overtime hours) for all Settlement Class members;

(b) Mailing the Court-approved Class Notice (Long Form) and Class Notice (Summary/Postcard Form) by first-class United States mail to all Settlement Class members at their last known addresses, as more fully set forth in Section 6 below;

(c) Establishing and maintaining a dedicated settlement website that provides Settlement Class members with access to the Settlement Agreement, the Class Notice (Long Form), this Order, and other relevant documents and information about the Settlement;

(d) Maintaining a toll-free telephone number staffed by personnel trained to respond to Settlement Class member inquiries regarding the Settlement;

(e) Receiving and processing all claims, opt-out requests, and objections from Settlement Class members in accordance with the procedures set forth in this Order and the Settlement Agreement;

(f) Performing skip-tracing and address verification for any Class Notices returned as undeliverable, as more fully set forth in Section 6 below;

(g) Calculating individual settlement payments for each participating Settlement Class member in accordance with the allocation formula set forth in the Settlement Agreement;

(h) Preparing and filing all required tax documents, including IRS Forms W-2 and 1099, as applicable;

(i) Distributing settlement payments to all participating Settlement Class members following the entry of the Final Approval Order and Judgment; and

(j) Reporting to the Court and the parties as required by this Order and the Settlement Agreement.

5.3. The Claims Administration budget shall not exceed Three Hundred Eighty-Five Thousand Dollars ($385,000), to be paid from the Gross Settlement Amount. Any costs in excess of this amount must be approved by the Court upon motion by the parties.

6. APPROVAL OF CLASS NOTICE PLAN

6.1. The Court approves the proposed Class Notice Plan as set forth in the Settlement Agreement and finds that it constitutes the best notice practicable under the circumstances and satisfies the requirements of due process, California Rules of Court, Rule 3.766(d), and all other applicable law.

6.2. The proposed Class Notice (Long Form) and Class Notice (Summary/Postcard Form), attached as Exhibits A and B to the Settlement Agreement, respectively, are approved in substantially the form submitted. Class Counsel and the Claims Administrator are authorized to make minor, non-substantive changes to the Class Notices as necessary to conform to this Order, correct typographical errors, or update dates and deadlines, without further order of the Court.

6.3. The Court finds that the Class Notice adequately and clearly informs Settlement Class members of the following:

(a) The nature of this action and the claims asserted by Plaintiffs on behalf of the Settlement Class;

(b) The definition of the Settlement Class;

(c) The material terms of the Settlement, including the Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000);

(d) The estimated average individual payment of approximately Four Thousand Four Hundred Sixty Dollars ($4,460) per Settlement Class member;

(e) The allocation formula pursuant to which individual settlement payments will be calculated, consisting of sixty percent (60%) based on weeks worked during the class period and forty percent (40%) based on recorded overtime hours during the class period;

(f) The amounts requested by Class Counsel for attorneys' fees (33.33% of the Gross Settlement Amount, or Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175)), litigation costs reimbursement (up to Four Hundred Twelve Thousand Three Hundred Dollars ($412,300)), and Class Representative service awards (Marisol Fuentes: Fifteen Thousand Dollars ($15,000); Derek Halloran: Ten Thousand Dollars ($10,000); Yesenia Padilla: Ten Thousand Dollars ($10,000)), all of which are subject to Court approval at the Final Approval Hearing;

(g) The PAGA payment of Seven Hundred Fifty Thousand Dollars ($750,000), of which seventy-five percent (75%) (Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500)) will be paid to the LWDA and twenty-five percent (25%) (One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500)) will be distributed to aggrieved employees;

(h) The right of each Settlement Class member to request exclusion (opt out) from the Settlement Class and the procedures and deadline for doing so;

(i) The right of each Settlement Class member who does not opt out to object to the Settlement and the procedures and deadline for doing so;

(j) The date, time, and location of the Final Approval Hearing;

(k) The binding effect of the Settlement on all Settlement Class members who do not timely and validly opt out, including the release of all Released Claims as defined in the Settlement Agreement; and

(l) The address, telephone number, and website where Settlement Class members can obtain additional information about the Settlement.

6.4. The Claims Administrator shall mail the Class Notice by first-class United States mail to the last known address of each Settlement Class member no later than fifteen (15) calendar days after the entry of this Order (the "Notice Date"). Based on the entry of this Order on October 18, 2023, the Notice Date shall be no later than November 3, 2023.

6.5. Prior to mailing, the Claims Administrator shall run the mailing addresses of all Settlement Class members through the United States Postal Service's National Change of Address ("NCOA") database and update any addresses accordingly.

6.6. For any Class Notices returned as undeliverable by the United States Postal Service, the Claims Administrator shall undertake reasonable efforts to locate updated addresses for the affected Settlement Class members, including through the use of the NCOA database, skip-tracing databases, and other commercially reasonable means. The Claims Administrator shall re-mail Class Notices to any updated addresses within ten (10) calendar days of receipt of the returned notice.

7. OPT-OUT PROCEDURES

7.1. Any Settlement Class member who wishes to be excluded from the Settlement Class must submit a written request for exclusion (an "Opt-Out Request") to the Claims Administrator at the address specified in the Class Notice, postmarked no later than sixty (60) calendar days after the Notice Date (the "Opt-Out Deadline"). Based on the Notice Date of November 3, 2023, the Opt-Out Deadline is set for January 2, 2024.

7.2. To be valid, an Opt-Out Request must include all of the following:

(a) The Settlement Class member's full legal name, current mailing address, and telephone number;

(b) The case name and case number: Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214;

(c) A clear and unambiguous statement that the Settlement Class member wishes to be excluded from the Settlement Class (e.g., "I request to be excluded from the Settlement Class in Fuentes v. Aurelius Media Americas Inc.");

(d) The Settlement Class member's personal signature. Signatures by attorneys or other agents on behalf of a Settlement Class member shall not be accepted unless accompanied by a valid power of attorney or other written authorization.

7.3. Any Settlement Class member who submits a valid and timely Opt-Out Request shall not be bound by the Settlement Agreement, shall not be entitled to any payment from the Settlement Fund, and shall retain any individual claims he or she may have against Defendant. An Opt-Out Request that fails to comply with the requirements set forth in Section 7.2 above, or that is postmarked after the Opt-Out Deadline, shall be deemed invalid, and the submitting class member shall remain a member of the Settlement Class and shall be bound by all terms of the Settlement Agreement, including the release of Released Claims, upon entry of the Final Approval Order and Judgment.

7.4. No Settlement Class member may submit an Opt-Out Request through any means other than the procedure described in this Section 7. So-called "mass" or "class" opt-outs by third parties acting on behalf of multiple Settlement Class members shall not be permitted.

7.5. Pursuant to Section 8.4 of the Settlement Agreement, in the event that more than five percent (5%) of the Settlement Class members (i.e., ninety-three (93) or more individuals) submit valid Opt-Out Requests, Defendant shall have the right, but not the obligation, to void the Settlement by providing written notice to Class Counsel within fourteen (14) calendar days after the Opt-Out Deadline. In the event Defendant exercises this right, the provisions of Section 14 of this Order shall apply.

7.6. The Claims Administrator shall provide a written report to the Court and to counsel for all parties listing all Opt-Out Requests received, indicating for each whether the request is valid, no later than ten (10) calendar days after the Opt-Out Deadline, i.e., no later than January 12, 2024.

8. OBJECTION PROCEDURES

8.1. Any Settlement Class member who does not submit a valid and timely Opt-Out Request and who wishes to object to the Settlement, or to any of its terms, must file a written objection with the Clerk of the Court and serve a copy of the written objection on both Class Counsel and Defendant's counsel (at the addresses specified in Section 16 below) no later than the Opt-Out Deadline, i.e., no later than January 2, 2024.

8.2. To be considered by the Court, a written objection must include all of the following:

(a) The objector's full legal name, current mailing address, and telephone number;

(b) The case name and case number: Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214;

(c) A clear and detailed statement of the specific grounds for the objection, including any legal authority or factual basis supporting the objection;

(d) Any supporting documentation or evidence the objector wishes the Court to consider;

(e) A statement indicating whether the objector intends to appear at the Final Approval Hearing, either in person or through counsel, and if through counsel, the identity of the attorney who will appear;

(f) The objector's personal signature.

8.3. Any Settlement Class member who fails to file a timely written objection in accordance with the procedures set forth in this Section 8 shall be deemed to have waived any and all objections to the Settlement, the Settlement Agreement, the requested attorneys' fees and costs, the requested Class Representative service awards, and all other aspects of the Settlement, and shall be forever barred from raising any such objection at the Final Approval Hearing, in any appeal, or in any other proceeding.

8.4. Any Settlement Class member who files a timely and valid written objection may appear at the Final Approval Hearing, either in person or through counsel retained at his or her own expense, to present any arguments in support of the objection. Settlement Class members who indicated in their written objections an intent to appear at the Final Approval Hearing but who fail to appear shall be deemed to have waived any right to present argument but shall have their written objections considered by the Court.

9. SUMMARY OF SETTLEMENT TERMS

9.1. For the information of the Court and the parties, the material financial terms of the Settlement are summarized as follows:

9.2. The Settlement is non-reversionary. The entire Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) shall be distributed or allocated as set forth in the Settlement Agreement. No portion of the Gross Settlement Amount shall revert to Defendant under any circumstances.

9.3. Settlement Class members are not required to submit a claim form to receive a payment from the Net Settlement Fund. Individual settlement payments shall be distributed on a pro rata basis to all Settlement Class members who do not submit valid and timely Opt-Out Requests, calculated in accordance with the allocation formula set forth in the Settlement Agreement. The allocation formula provides that sixty percent (60%) of each individual's share shall be based on the number of weeks worked during the class period (November 1, 2018 through October 31, 2023) and forty percent (40%) shall be based on recorded overtime hours worked during the class period, as reflected in Defendant's payroll and timekeeping records.

9.4. The Settlement releases all class, PAGA, and individual claims arising from the operative facts alleged in the Consolidated Complaint, including both the claims that were certified for class treatment and the claims that were not certified, as more fully described in Section 10 below. The released claims encompass meal period claims, rest period claims, off-the-clock and overtime claims, minimum wage claims, wage statement claims, waiting time penalty claims, and Unfair Competition Law claims.

10. RELEASED CLAIMS

10.1. The scope of the release is set forth in Section 7 of the Settlement Agreement and is incorporated herein by reference. The release includes, but is not limited to, all claims, demands, rights, and causes of action, whether known or unknown, arising under or related to the following statutes and legal theories, to the extent they arise from or relate to the facts, acts, transactions, occurrences, or omissions alleged in, or which could have been alleged based on the facts set forth in, the Consolidated Complaint filed in this action:

(a) California Labor Code section 226.7 (meal and rest period premiums);

(b) California Labor Code sections 510, 1194, and 1198 (overtime compensation);

(d) California Labor Code sections 1197 and 1197.1 (minimum wage);

(e) California Labor Code section 226 (accurate itemized wage statements);

(f) California Labor Code sections 201, 202, and 203 (timely payment of wages upon separation and waiting time penalties);

(g) California Business and Professions Code section 17200 et seq. (Unfair Competition Law);

(h) The Private Attorneys General Act of 2004, California Labor Code sections 2698 through 2699.8 (PAGA penalties);

(i) All applicable Industrial Welfare Commission Wage Orders, including but not limited to IWC Wage Order No. 12-2001 (Motion Picture Industry); and

(j) Any and all claims for penalties, interest, attorneys' fees, costs, or other relief arising from or related to the foregoing claims.

10.2. Upon entry of the Final Approval Order and Judgment, all Settlement Class members who have not submitted valid and timely Opt-Out Requests shall be deemed to have fully, finally, and forever released, relinquished, and discharged the Released Claims as against Defendant, its past and present parent companies, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, insurers, successors, and assigns, and all other Released Parties as defined in the Settlement Agreement.

10.3. The Final Approval Order and Judgment shall contain a waiver of the provisions of California Civil Code section 1542, which provides:

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

Each Settlement Class member who does not opt out shall be deemed to have waived the provisions of section 1542 and any similar federal or state statute or common law principle with respect to the Released Claims.

11. STAY OF PROCEEDINGS

11.1. All proceedings in this action, other than proceedings necessary to carry out, implement, or enforce the terms and conditions of the Settlement Agreement and this Order, are hereby STAYED pending the Final Approval Hearing and until further order of this Court.

11.2. During the pendency of this Order, no Settlement Class member, either directly, representatively, on behalf of any putative class, or in any other capacity, shall commence, continue, maintain, or prosecute any action, suit, arbitration, or other proceeding in any court, tribunal, or forum asserting any of the Released Claims against Defendant or any of the Released Parties. This stay shall not affect the rights of Settlement Class members who submit valid and timely Opt-Out Requests to pursue their individual claims.

12. FINAL APPROVAL HEARING

12.1. A Final Approval Hearing is hereby set for February 2, 2024, at 8:30 a.m., in Department 34 of the Superior Court of the State of California, County of Los Angeles — Central District, located at 111 North Hill Street, Los Angeles, California 90012.

12.2. At the Final Approval Hearing, the Court will consider the following matters:

(a) Whether the Settlement should be finally approved as fair, reasonable, and adequate to the Settlement Class;

(b) Whether the Settlement Class should be finally certified for settlement purposes;

(c) Whether the requested award of attorneys' fees to Class Counsel in the amount of $4,916,175 (33.33% of the Gross Settlement Amount) should be approved;

(d) Whether the requested reimbursement of litigation costs to Class Counsel in the amount of up to $412,300 should be approved;

(e) Whether the requested Class Representative service awards ($15,000 to Marisol Fuentes, $10,000 to Derek Halloran, and $10,000 to Yesenia Padilla) should be approved;

(f) Whether the Claims Administration costs in the amount of $385,000 should be approved;

(g) Any timely and properly filed objections to the Settlement;

(h) Whether the PAGA payment and allocation are fair and reasonable; and

(i) Whether final judgment should be entered.

12.3. The Court reserves the right to continue the Final Approval Hearing to a later date without further notice to the Settlement Class. Any continuance of the Final Approval Hearing shall not affect the finality of this Order, the Opt-Out Deadline, the Objection Deadline, or any other deadlines established herein, unless otherwise ordered by the Court.

12.4. The Court may approve the Settlement, with or without modification, and may enter the Final Approval Order and Judgment at or following the Final Approval Hearing without further notice to the Settlement Class.

13. DEADLINES SUMMARY

13.1. The following schedule of deadlines shall govern the remaining proceedings in this matter:

13.2. The parties and the Claims Administrator shall comply with all deadlines set forth in this Order. In the event any deadline falls on a Saturday, Sunday, or court holiday, the deadline shall be extended to the next court business day.

14. EFFECT OF NON-APPROVAL

14.1. In the event the Court does not grant final approval of the Settlement, or in the event the Settlement is terminated, voided, or otherwise fails to become effective pursuant to the terms of the Settlement Agreement, the following shall apply:

(a) This Order shall be vacated and rendered null and void in its entirety, and shall have no further force or effect;

(b) The provisional certification of the Settlement Class established by this Order shall be automatically vacated, and Defendant shall retain all rights to oppose class certification on any and all grounds in any further proceedings in this action;

(c) The appointment of Class Representatives, Class Counsel, and PAGA Co-Counsel made pursuant to this Order shall be vacated, without prejudice to any future appointments by the Court;

(d) The Settlement Agreement and all negotiations, statements, and proceedings relating to the Settlement shall not be admissible in evidence or used for any purpose whatsoever in this action or any other action or proceeding, whether civil, criminal, or administrative, and shall not be deemed an admission or concession by any party of any fact, matter, or proposition of law;

(e) The parties shall be restored to their respective positions as of the date immediately prior to the execution of the Settlement Agreement on September 15, 2023, and shall proceed in all respects as if the Settlement Agreement had not been entered into and this Order had not been entered; and

(f) All communications, materials, and information exchanged during the mediation and settlement negotiations shall remain confidential and shall be subject to all applicable mediation confidentiality protections under California Evidence Code sections 1115 through 1128.

15. RETENTION OF JURISDICTION

15.1. The Court retains exclusive and continuing jurisdiction over this action and over all parties to the Settlement Agreement, including all Settlement Class members who do not submit valid and timely Opt-Out Requests, for the following purposes:

(a) Implementing, administering, and enforcing the Settlement Agreement and this Order;

(b) Ruling on any motions, disputes, or issues that may arise from or relate to the Settlement, the Settlement Agreement, this Order, or the Final Approval Order and Judgment;

(d) Ruling on applications for attorneys' fees, costs, and Class Representative service awards;

(e) Supervising the distribution of the Net Settlement Fund to Settlement Class members;

(f) Enforcing the release of Released Claims; and

(g) Any and all post-judgment matters related to the Settlement, including the resolution of any disputes regarding the interpretation, implementation, or enforcement of the Settlement Agreement.

16. COUNSEL IDENTIFICATION

16.1. All papers, correspondence, and communications relating to the Settlement and this Order shall be served on counsel as follows:

For Plaintiffs and the Settlement Class:

Marco Castellano Castellano Byrne & Salas LLP 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4100

Email: mcastellano@cbsemploymentlaw.com

Sandra Higuera Veltrano Employment Law Group PC 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7200

Email: shiguera@ridgemontlaw.com

For Defendant Aurelius Media Americas Inc.:

Renata Vasquez Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-3300

Email: rvasquez@calderwoodharkness.com

IT IS SO ORDERED.

Dated: October 18, 2023

________________________________________

HON. RAYMOND ESCOBEDO Judge of the Superior Court

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

(Consolidated with 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 PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Defendant.

Component	Amount
Gross Settlement Amount ("GSA")	$14,750,000
Attorneys' Fees (33.33% of GSA)	$4,916,175 (subject to Court approval at Final Approval)
Litigation Costs Reimbursement	Up to $412,300 (subject to Court approval at Final Approval)
Class Representative Service Awards	$35,000 total (Fuentes: $15,000; Halloran: $10,000; Padilla: $10,000) (subject to Court approval at Final Approval)
Settlement Administration Costs	$385,000
PAGA Payment	$750,000 (75% to LWDA = $562,500; 25% to aggrieved employees = $187,500)
Net Settlement Fund	$8,251,525
Estimated Average Individual Payment	~$4,460 per Settlement Class member
Event	Date
Entry of this Order (Preliminary Approval)	October 18, 2023
Notice Date (Class Notice mailed — no later than 15 days after entry of this Order)	November 3, 2023
Opt-Out Deadline (60 days after Notice Date)	January 2, 2024
Objection Deadline	January 2, 2024
Claims Administrator Report on Opt-Outs and Objections (10 days after Opt-Out Deadline)	January 12, 2024
Motion for Final Approval and Response to Objections filed	January 22, 2024
Final Approval Hearing	February 2, 2024, 8:30 a.m., Dept. 34

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
The Court has before it Plaintiffs' Motion for Preliminary Approval of Class Action Settlement and the related filings in support thereof. Having reviewed and considered the following filings, all filed with the Court on September 22, 2023:
1. Plaintiffs' Motion for Preliminary Approval of Class Action Settlement;
2. Plaintiffs' Memorandum of Points and Authorities in Support of Motion for Preliminary Approval of Class Action Settlement;
3. Declaration of Renata Vasquez in Support of Preliminary Approval of Class Action Settlement;
4. Declaration of Marco Castellano in Support of Preliminary Approval of Class Action Settlement, including all exhibits attached thereto;
5. The Class Action Settlement Agreement and Release, fully executed on September 15, 2023 (hereinafter, the "Settlement Agreement"), attached as Exhibit 1 to the Motion for Preliminary Approval;
6. The proposed Class Notice (Long Form), attached as Exhibit A to the Settlement Agreement;
7. The proposed Class Notice (Summary/Postcard Form), attached as Exhibit B to the Settlement Agreement;
The Court has further considered the arguments of counsel presented at the hearing on this Motion, the entire record in this action, and the applicable law, including the standards set forth in Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794 and Kullar v. Foot Locker Retail, Inc. (2008) 168 Cal.App.4th 116, as well as all other applicable authority governing the preliminary approval of class action settlements in California.
The Court notes that the Settlement Agreement was reached following arm's-length negotiations conducted over the course of two full-day mediation sessions held on August 25, 2023 and September 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Judge Okoro is a retired Los Angeles Superior Court Judge with over twenty-five (25) years of service on the bench, and the Court is satisfied that she served as an experienced and neutral mediator throughout the settlement process.
The Court further notes that the negotiations leading to the Settlement Agreement were conducted only after extensive discovery in this litigation. The record reflects that Defendant produced approximately 147,832 documents (totaling approximately 1.2 million pages), that Plaintiffs produced 3,412 documents, that the parties conducted eighteen (18) depositions (including depositions of the three named Plaintiffs, corporate representatives of Defendant, and both sides' expert witnesses), that the parties exchanged expert reports, and that full briefing and a hearing were completed on Plaintiffs' Motion for Class Certification. On August 11, 2023, the Court granted in part Plaintiffs' Motion for Class Certification, certifying the class on the first meal period auto-deduction claim, the derivative wage statement claim under California Labor Code section 226, and the Unfair Competition Law claim under California Business and Professions Code section 17200 et seq.
The Court is satisfied that the parties and their respective counsel were fully informed of the strengths and weaknesses of their respective positions prior to entering into the Settlement Agreement, and that the Settlement was the product of informed, arm's-length, and non-collusive negotiations.
Good cause appearing, the Court hereby ORDERS as follows:
1. PRELIMINARY APPROVAL OF SETTLEMENT
1.1. The Court hereby grants preliminary approval of the Settlement Agreement between Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, on behalf of themselves and the Settlement Class (as defined below), and Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant").
1.2. The Court finds, on a preliminary basis and subject to the Final Approval Hearing set forth below, that the Settlement Agreement is fair, reasonable, and adequate within the meaning of applicable California law. The Court further finds, on a preliminary basis, that the Settlement Agreement appears to be the product of arm's-length, non-collusive negotiations between experienced counsel on both sides, facilitated by an experienced and neutral mediator.
1.3. In reaching this preliminary finding, the Court has considered the following factors, among others:
(a) The strength of Plaintiffs' case and the risk of continued litigation. Plaintiffs have presented a viable theory that Defendant's automatic meal period deduction system resulted in the systematic failure to pay meal period premium wages. However, the Court recognizes that Defendant has raised defenses that pose meaningful risks to Plaintiffs' recovery at trial, including evidence of individual variation in meal period practices across Defendant's seven California production facilities.
(b) The risk, expense, complexity, and likely duration of further litigation. This case involves complex factual and legal issues regarding Defendant's timekeeping practices across multiple facilities, and further litigation would require substantial additional expense and time, including a class trial and likely appellate proceedings.
(c) The risk of maintaining class certification through trial. Although the Court granted class certification on certain claims, Defendant's pending motion for reconsideration and the inherent risks of maintaining certification through trial weigh in favor of settlement.
(d) The amount offered in settlement in relation to the maximum potential recovery. The Gross Settlement Amount of $14,750,000 (Fourteen Million Seven Hundred Fifty Thousand Dollars) represents a meaningful percentage of Plaintiffs' estimated maximum potential recovery and falls within the range of reasonableness for a settlement of this nature.
(e) The stage of the proceedings and the amount of discovery completed. The parties have engaged in extensive discovery, including document production, depositions, and expert analysis, and the case has been litigated through class certification, such that the parties and the Court have a thorough understanding of the merits.
(f) The experience and views of counsel and the mediator. Counsel on both sides are experienced in employment class action litigation, and the mediator, Hon. Patricia Okoro (Ret.), is highly experienced in mediating complex employment disputes. The views of counsel and the mediator support the conclusion that the Settlement is fair and reasonable.
1.4. The Court finds no obvious deficiencies in the Settlement Agreement that would preclude final approval. The Settlement Agreement appears to treat Settlement Class members equitably, provides a reasonable allocation methodology, and contains appropriate provisions for notice, opt-out, and objection procedures.
2. PROVISIONAL CERTIFICATION OF SETTLEMENT CLASS
2.1. For settlement purposes only, and without prejudice to Defendant's right to contest class certification in the event the Settlement does not receive final approval or is otherwise terminated or voided, the Court provisionally certifies 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."
2.2. The estimated size of the Settlement Class is approximately 1,850 individuals, based on data produced by Defendant from its payroll and timekeeping records.
2.3. The Court finds, on a preliminary basis, that the Settlement Class satisfies the requirements for class certification under California Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, as follows:
(a) Ascertainability. The Settlement Class is ascertainable. Membership in the Settlement Class can be determined from objective criteria using Defendant's payroll and timekeeping records maintained by NovaPay Solutions Inc. The class definition identifies a definite and objectively identifiable group of persons who are bound by or entitled to relief under the Settlement.
(b) Predominance of Common Questions. Common questions of law and fact predominate over any individual questions. Specifically, the central question of whether Defendant's automatic meal period deduction system, as implemented across its seven California production facilities (located in Los Angeles, Burbank, Glendale, Culver City, Pasadena, Long Beach, and Santa Clarita), resulted in the systematic denial of meal period premium pay to Settlement Class members is a question common to all class members and predominates over any individualized inquiries.
(c) 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 Defendant who was subject to the same automatic meal period deduction system and who alleges the same types of wage and hour violations as the Settlement Class.
(d) Adequacy of Representation. The named Plaintiffs and Class Counsel will fairly and adequately represent the interests of the Settlement Class. The named Plaintiffs have no conflicts of interest with absent class members, and Class Counsel possess the experience, resources, and ability to effectively represent the class.
(e) Superiority. A class action is a superior method of adjudicating these claims. The individual claims of the Settlement Class members, while significant in the aggregate, are of a size that makes individual litigation impractical for many class members. Adjudication of these claims on a class-wide basis promotes efficiency and consistency.
2.4. This provisional certification is made solely for purposes of effectuating the Settlement and does not constitute a finding that class certification would be appropriate for litigation purposes on any claims beyond those already certified by the Court. In the event the Settlement is not finally approved or is otherwise terminated or voided, this provisional certification shall be automatically vacated, and Defendant shall retain all rights to oppose class certification in any further proceedings.
3. APPOINTMENT OF CLASS REPRESENTATIVES
3.1. The Court hereby appoints Marisol Fuentes, Derek Halloran, and Yesenia Padilla as Class Representatives for the Settlement Class. The Court finds, on a preliminary basis, that each Class Representative has claims typical of the Settlement Class, has no disqualifying conflicts of interest with the class, and has demonstrated a willingness and ability to represent the interests of the Settlement Class fairly and adequately.
4. APPOINTMENT OF CLASS COUNSEL
4.1. The Court hereby appoints Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim), located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025, as Lead Class Counsel for the Settlement Class. The Court finds that Lead Class Counsel possess the requisite qualifications, experience, and resources to represent the Settlement Class effectively in this matter.
4.2. The Court hereby appoints Veltrano Employment Law Group PC (Sandra Higuera), located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071, as PAGA Co-Counsel. PAGA Co-Counsel shall assist Lead Class Counsel in all matters related to the PAGA component of the Settlement, including the required notice and payment obligations to the California Labor and Workforce Development Agency ("LWDA").
5. APPOINTMENT OF CLAIMS ADMINISTRATOR
5.1. The Court hereby appoints Meridian Settlement Services LLC (Angela Truong, Principal Contact), located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, as the Claims Administrator for the Settlement.
5.2. The Claims Administrator shall perform all duties set forth in the Settlement Agreement, including but not limited to the following:
(a) Obtaining from Defendant, within ten (10) calendar days of the entry of this Order, the class list and contact information (including full legal names, last known mailing addresses, Social Security numbers or last four digits thereof, dates of employment, weeks worked during the class period, and recorded overtime hours) for all Settlement Class members;
(b) Mailing the Court-approved Class Notice (Long Form) and Class Notice (Summary/Postcard Form) by first-class United States mail to all Settlement Class members at their last known addresses, as more fully set forth in Section 6 below;
(c) Establishing and maintaining a dedicated settlement website that provides Settlement Class members with access to the Settlement Agreement, the Class Notice (Long Form), this Order, and other relevant documents and information about the Settlement;
(d) Maintaining a toll-free telephone number staffed by personnel trained to respond to Settlement Class member inquiries regarding the Settlement;
(e) Receiving and processing all claims, opt-out requests, and objections from Settlement Class members in accordance with the procedures set forth in this Order and the Settlement Agreement;
(f) Performing skip-tracing and address verification for any Class Notices returned as undeliverable, as more fully set forth in Section 6 below;
(g) Calculating individual settlement payments for each participating Settlement Class member in accordance with the allocation formula set forth in the Settlement Agreement;
(h) Preparing and filing all required tax documents, including IRS Forms W-2 and 1099, as applicable;
(i) Distributing settlement payments to all participating Settlement Class members following the entry of the Final Approval Order and Judgment; and
(j) Reporting to the Court and the parties as required by this Order and the Settlement Agreement.
5.3. The Claims Administration budget shall not exceed Three Hundred Eighty-Five Thousand Dollars ($385,000), to be paid from the Gross Settlement Amount. Any costs in excess of this amount must be approved by the Court upon motion by the parties.
6. APPROVAL OF CLASS NOTICE PLAN
6.1. The Court approves the proposed Class Notice Plan as set forth in the Settlement Agreement and finds that it constitutes the best notice practicable under the circumstances and satisfies the requirements of due process, California Rules of Court, Rule 3.766(d), and all other applicable law.
6.2. The proposed Class Notice (Long Form) and Class Notice (Summary/Postcard Form), attached as Exhibits A and B to the Settlement Agreement, respectively, are approved in substantially the form submitted. Class Counsel and the Claims Administrator are authorized to make minor, non-substantive changes to the Class Notices as necessary to conform to this Order, correct typographical errors, or update dates and deadlines, without further order of the Court.
6.3. The Court finds that the Class Notice adequately and clearly informs Settlement Class members of the following:
(a) The nature of this action and the claims asserted by Plaintiffs on behalf of the Settlement Class;
(b) The definition of the Settlement Class;
(c) The material terms of the Settlement, including the Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000);
(d) The estimated average individual payment of approximately Four Thousand Four Hundred Sixty Dollars ($4,460) per Settlement Class member;
(e) The allocation formula pursuant to which individual settlement payments will be calculated, consisting of sixty percent (60%) based on weeks worked during the class period and forty percent (40%) based on recorded overtime hours during the class period;
(f) The amounts requested by Class Counsel for attorneys' fees (33.33% of the Gross Settlement Amount, or Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175)), litigation costs reimbursement (up to Four Hundred Twelve Thousand Three Hundred Dollars ($412,300)), and Class Representative service awards (Marisol Fuentes: Fifteen Thousand Dollars ($15,000); Derek Halloran: Ten Thousand Dollars ($10,000); Yesenia Padilla: Ten Thousand Dollars ($10,000)), all of which are subject to Court approval at the Final Approval Hearing;
(g) The PAGA payment of Seven Hundred Fifty Thousand Dollars ($750,000), of which seventy-five percent (75%) (Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500)) will be paid to the LWDA and twenty-five percent (25%) (One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500)) will be distributed to aggrieved employees;
(h) The right of each Settlement Class member to request exclusion (opt out) from the Settlement Class and the procedures and deadline for doing so;
(i) The right of each Settlement Class member who does not opt out to object to the Settlement and the procedures and deadline for doing so;
(j) The date, time, and location of the Final Approval Hearing;
(k) The binding effect of the Settlement on all Settlement Class members who do not timely and validly opt out, including the release of all Released Claims as defined in the Settlement Agreement; and
(l) The address, telephone number, and website where Settlement Class members can obtain additional information about the Settlement.
6.4. The Claims Administrator shall mail the Class Notice by first-class United States mail to the last known address of each Settlement Class member no later than fifteen (15) calendar days after the entry of this Order (the "Notice Date"). Based on the entry of this Order on October 18, 2023, the Notice Date shall be no later than November 3, 2023.
6.5. Prior to mailing, the Claims Administrator shall run the mailing addresses of all Settlement Class members through the United States Postal Service's National Change of Address ("NCOA") database and update any addresses accordingly.
6.6. For any Class Notices returned as undeliverable by the United States Postal Service, the Claims Administrator shall undertake reasonable efforts to locate updated addresses for the affected Settlement Class members, including through the use of the NCOA database, skip-tracing databases, and other commercially reasonable means. The Claims Administrator shall re-mail Class Notices to any updated addresses within ten (10) calendar days of receipt of the returned notice.
7. OPT-OUT PROCEDURES
7.1. Any Settlement Class member who wishes to be excluded from the Settlement Class must submit a written request for exclusion (an "Opt-Out Request") to the Claims Administrator at the address specified in the Class Notice, postmarked no later than sixty (60) calendar days after the Notice Date (the "Opt-Out Deadline"). Based on the Notice Date of November 3, 2023, the Opt-Out Deadline is set for January 2, 2024.
7.2. To be valid, an Opt-Out Request must include all of the following:
(a) The Settlement Class member's full legal name, current mailing address, and telephone number;
(b) The case name and case number: Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214;
(c) A clear and unambiguous statement that the Settlement Class member wishes to be excluded from the Settlement Class (e.g., "I request to be excluded from the Settlement Class in Fuentes v. Aurelius Media Americas Inc.");
(d) The Settlement Class member's personal signature. Signatures by attorneys or other agents on behalf of a Settlement Class member shall not be accepted unless accompanied by a valid power of attorney or other written authorization.
7.3. Any Settlement Class member who submits a valid and timely Opt-Out Request shall not be bound by the Settlement Agreement, shall not be entitled to any payment from the Settlement Fund, and shall retain any individual claims he or she may have against Defendant. An Opt-Out Request that fails to comply with the requirements set forth in Section 7.2 above, or that is postmarked after the Opt-Out Deadline, shall be deemed invalid, and the submitting class member shall remain a member of the Settlement Class and shall be bound by all terms of the Settlement Agreement, including the release of Released Claims, upon entry of the Final Approval Order and Judgment.
7.4. No Settlement Class member may submit an Opt-Out Request through any means other than the procedure described in this Section 7. So-called "mass" or "class" opt-outs by third parties acting on behalf of multiple Settlement Class members shall not be permitted.
7.5. Pursuant to Section 8.4 of the Settlement Agreement, in the event that more than five percent (5%) of the Settlement Class members (i.e., ninety-three (93) or more individuals) submit valid Opt-Out Requests, Defendant shall have the right, but not the obligation, to void the Settlement by providing written notice to Class Counsel within fourteen (14) calendar days after the Opt-Out Deadline. In the event Defendant exercises this right, the provisions of Section 14 of this Order shall apply.
7.6. The Claims Administrator shall provide a written report to the Court and to counsel for all parties listing all Opt-Out Requests received, indicating for each whether the request is valid, no later than ten (10) calendar days after the Opt-Out Deadline, i.e., no later than January 12, 2024.
8. OBJECTION PROCEDURES
8.1. Any Settlement Class member who does not submit a valid and timely Opt-Out Request and who wishes to object to the Settlement, or to any of its terms, must file a written objection with the Clerk of the Court and serve a copy of the written objection on both Class Counsel and Defendant's counsel (at the addresses specified in Section 16 below) no later than the Opt-Out Deadline, i.e., no later than January 2, 2024.
8.2. To be considered by the Court, a written objection must include all of the following:
(a) The objector's full legal name, current mailing address, and telephone number;
(b) The case name and case number: Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214;
(c) A clear and detailed statement of the specific grounds for the objection, including any legal authority or factual basis supporting the objection;
(d) Any supporting documentation or evidence the objector wishes the Court to consider;
(e) A statement indicating whether the objector intends to appear at the Final Approval Hearing, either in person or through counsel, and if through counsel, the identity of the attorney who will appear;
(f) The objector's personal signature.
8.3. Any Settlement Class member who fails to file a timely written objection in accordance with the procedures set forth in this Section 8 shall be deemed to have waived any and all objections to the Settlement, the Settlement Agreement, the requested attorneys' fees and costs, the requested Class Representative service awards, and all other aspects of the Settlement, and shall be forever barred from raising any such objection at the Final Approval Hearing, in any appeal, or in any other proceeding.
8.4. Any Settlement Class member who files a timely and valid written objection may appear at the Final Approval Hearing, either in person or through counsel retained at his or her own expense, to present any arguments in support of the objection. Settlement Class members who indicated in their written objections an intent to appear at the Final Approval Hearing but who fail to appear shall be deemed to have waived any right to present argument but shall have their written objections considered by the Court.
9. SUMMARY OF SETTLEMENT TERMS
9.1. For the information of the Court and the parties, the material financial terms of the Settlement are summarized as follows:
9.2. The Settlement is non-reversionary. The entire Gross Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) shall be distributed or allocated as set forth in the Settlement Agreement. No portion of the Gross Settlement Amount shall revert to Defendant under any circumstances.
9.3. Settlement Class members are not required to submit a claim form to receive a payment from the Net Settlement Fund. Individual settlement payments shall be distributed on a pro rata basis to all Settlement Class members who do not submit valid and timely Opt-Out Requests, calculated in accordance with the allocation formula set forth in the Settlement Agreement. The allocation formula provides that sixty percent (60%) of each individual's share shall be based on the number of weeks worked during the class period (November 1, 2018 through October 31, 2023) and forty percent (40%) shall be based on recorded overtime hours worked during the class period, as reflected in Defendant's payroll and timekeeping records.
9.4. The Settlement releases all class, PAGA, and individual claims arising from the operative facts alleged in the Consolidated Complaint, including both the claims that were certified for class treatment and the claims that were not certified, as more fully described in Section 10 below. The released claims encompass meal period claims, rest period claims, off-the-clock and overtime claims, minimum wage claims, wage statement claims, waiting time penalty claims, and Unfair Competition Law claims.
10. RELEASED CLAIMS
10.1. The scope of the release is set forth in Section 7 of the Settlement Agreement and is incorporated herein by reference. The release includes, but is not limited to, all claims, demands, rights, and causes of action, whether known or unknown, arising under or related to the following statutes and legal theories, to the extent they arise from or relate to the facts, acts, transactions, occurrences, or omissions alleged in, or which could have been alleged based on the facts set forth in, the Consolidated Complaint filed in this action:
(a) California Labor Code section 226.7 (meal and rest period premiums);
(b) California Labor Code sections 510, 1194, and 1198 (overtime compensation);
(c) California Labor Code section 512 (meal period requirements);
(d) California Labor Code sections 1197 and 1197.1 (minimum wage);
(e) California Labor Code section 226 (accurate itemized wage statements);
(f) California Labor Code sections 201, 202, and 203 (timely payment of wages upon separation and waiting time penalties);
(g) California Business and Professions Code section 17200 et seq. (Unfair Competition Law);
(h) The Private Attorneys General Act of 2004, California Labor Code sections 2698 through 2699.8 (PAGA penalties);
(i) All applicable Industrial Welfare Commission Wage Orders, including but not limited to IWC Wage Order No. 12-2001 (Motion Picture Industry); and
(j) Any and all claims for penalties, interest, attorneys' fees, costs, or other relief arising from or related to the foregoing claims.
10.2. Upon entry of the Final Approval Order and Judgment, all Settlement Class members who have not submitted valid and timely Opt-Out Requests shall be deemed to have fully, finally, and forever released, relinquished, and discharged the Released Claims as against Defendant, its past and present parent companies, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, insurers, successors, and assigns, and all other Released Parties as defined in the Settlement Agreement.
10.3. The Final Approval Order and Judgment shall contain a waiver of the provisions of California Civil Code section 1542, which provides:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Settlement Class member who does not opt out shall be deemed to have waived the provisions of section 1542 and any similar federal or state statute or common law principle with respect to the Released Claims.
11. STAY OF PROCEEDINGS
11.1. All proceedings in this action, other than proceedings necessary to carry out, implement, or enforce the terms and conditions of the Settlement Agreement and this Order, are hereby STAYED pending the Final Approval Hearing and until further order of this Court.
11.2. During the pendency of this Order, no Settlement Class member, either directly, representatively, on behalf of any putative class, or in any other capacity, shall commence, continue, maintain, or prosecute any action, suit, arbitration, or other proceeding in any court, tribunal, or forum asserting any of the Released Claims against Defendant or any of the Released Parties. This stay shall not affect the rights of Settlement Class members who submit valid and timely Opt-Out Requests to pursue their individual claims.
12. FINAL APPROVAL HEARING
12.1. A Final Approval Hearing is hereby set for February 2, 2024, at 8:30 a.m., in Department 34 of the Superior Court of the State of California, County of Los Angeles — Central District, located at 111 North Hill Street, Los Angeles, California 90012.
12.2. At the Final Approval Hearing, the Court will consider the following matters:
(a) Whether the Settlement should be finally approved as fair, reasonable, and adequate to the Settlement Class;
(b) Whether the Settlement Class should be finally certified for settlement purposes;
(c) Whether the requested award of attorneys' fees to Class Counsel in the amount of $4,916,175 (33.33% of the Gross Settlement Amount) should be approved;
(d) Whether the requested reimbursement of litigation costs to Class Counsel in the amount of up to $412,300 should be approved;
(e) Whether the requested Class Representative service awards ($15,000 to Marisol Fuentes, $10,000 to Derek Halloran, and $10,000 to Yesenia Padilla) should be approved;
(f) Whether the Claims Administration costs in the amount of $385,000 should be approved;
(g) Any timely and properly filed objections to the Settlement;
(h) Whether the PAGA payment and allocation are fair and reasonable; and
(i) Whether final judgment should be entered.
12.3. The Court reserves the right to continue the Final Approval Hearing to a later date without further notice to the Settlement Class. Any continuance of the Final Approval Hearing shall not affect the finality of this Order, the Opt-Out Deadline, the Objection Deadline, or any other deadlines established herein, unless otherwise ordered by the Court.
12.4. The Court may approve the Settlement, with or without modification, and may enter the Final Approval Order and Judgment at or following the Final Approval Hearing without further notice to the Settlement Class.
13. DEADLINES SUMMARY
13.1. The following schedule of deadlines shall govern the remaining proceedings in this matter:
13.2. The parties and the Claims Administrator shall comply with all deadlines set forth in this Order. In the event any deadline falls on a Saturday, Sunday, or court holiday, the deadline shall be extended to the next court business day.
14. EFFECT OF NON-APPROVAL
14.1. In the event the Court does not grant final approval of the Settlement, or in the event the Settlement is terminated, voided, or otherwise fails to become effective pursuant to the terms of the Settlement Agreement, the following shall apply:
(a) This Order shall be vacated and rendered null and void in its entirety, and shall have no further force or effect;
(b) The provisional certification of the Settlement Class established by this Order shall be automatically vacated, and Defendant shall retain all rights to oppose class certification on any and all grounds in any further proceedings in this action;
(c) The appointment of Class Representatives, Class Counsel, and PAGA Co-Counsel made pursuant to this Order shall be vacated, without prejudice to any future appointments by the Court;
(d) The Settlement Agreement and all negotiations, statements, and proceedings relating to the Settlement shall not be admissible in evidence or used for any purpose whatsoever in this action or any other action or proceeding, whether civil, criminal, or administrative, and shall not be deemed an admission or concession by any party of any fact, matter, or proposition of law;
(e) The parties shall be restored to their respective positions as of the date immediately prior to the execution of the Settlement Agreement on September 15, 2023, and shall proceed in all respects as if the Settlement Agreement had not been entered into and this Order had not been entered; and
(f) All communications, materials, and information exchanged during the mediation and settlement negotiations shall remain confidential and shall be subject to all applicable mediation confidentiality protections under California Evidence Code sections 1115 through 1128.
15. RETENTION OF JURISDICTION
15.1. The Court retains exclusive and continuing jurisdiction over this action and over all parties to the Settlement Agreement, including all Settlement Class members who do not submit valid and timely Opt-Out Requests, for the following purposes:
(a) Implementing, administering, and enforcing the Settlement Agreement and this Order;
(b) Ruling on any motions, disputes, or issues that may arise from or relate to the Settlement, the Settlement Agreement, this Order, or the Final Approval Order and Judgment;
(c) Entering the Final Approval Order and Judgment, and any amendments thereto;
(d) Ruling on applications for attorneys' fees, costs, and Class Representative service awards;
(e) Supervising the distribution of the Net Settlement Fund to Settlement Class members;
(f) Enforcing the release of Released Claims; and
(g) Any and all post-judgment matters related to the Settlement, including the resolution of any disputes regarding the interpretation, implementation, or enforcement of the Settlement Agreement.
16. COUNSEL IDENTIFICATION
16.1. All papers, correspondence, and communications relating to the Settlement and this Order shall be served on counsel as follows:
For Plaintiffs and the Settlement Class:
Marco Castellano Castellano Byrne & Salas LLP 11755 Wilshire Boulevard, Suite 900 Los Angeles, California 90025 Telephone: (310) 555-4100
Email: mcastellano@cbsemploymentlaw.com
Sandra Higuera Veltrano Employment Law Group PC 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071 Telephone: (213) 555-7200
Email: shiguera@ridgemontlaw.com
For Defendant Aurelius Media Americas Inc.:
Renata Vasquez Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-3300
Email: rvasquez@calderwoodharkness.com
IT IS SO ORDERED.
Dated: October 18, 2023
________________________________________
HON. RAYMOND ESCOBEDO Judge of the Superior Court
MARISOL FUENTES, DEREK HALLORAN, and YESENIA PADILLA, individually and on behalf of all others similarly situated, | Lead Case No. 22STCV38214
(Consolidated with 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 PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
Defendant.
Component | Amount
Gross Settlement Amount ("GSA") | $14,750,000
Attorneys' Fees (33.33% of GSA) | $4,916,175 (subject to Court approval at Final Approval)
Litigation Costs Reimbursement | Up to $412,300 (subject to Court approval at Final Approval)
Class Representative Service Awards | $35,000 total (Fuentes: $15,000; Halloran: $10,000; Padilla: $10,000) (subject to Court approval at Final Approval)
Settlement Administration Costs | $385,000
PAGA Payment | $750,000 (75% to LWDA = $562,500; 25% to aggrieved employees = $187,500)
Net Settlement Fund | $8,251,525
Estimated Average Individual Payment | ~$4,460 per Settlement Class member
Event | Date
Entry of this Order (Preliminary Approval) | October 18, 2023
Notice Date (Class Notice mailed — no later than 15 days after entry of this Order) | November 3, 2023
Opt-Out Deadline (60 days after Notice Date) | January 2, 2024
Objection Deadline | January 2, 2024
Claims Administrator Report on Opt-Outs and Objections (10 days after Opt-Out Deadline) | January 12, 2024
Motion for Final Approval and Response to Objections filed | January 22, 2024
Final Approval Hearing | February 2, 2024, 8:30 a.m., Dept. 34

SUPERIOR COURT OF THE STATE OF CALIFORNIA

IT IS SO ORDERED.

Record

Parties

Dates

Amounts