PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT PREPARED AT THE DIRECTION OF COUNSEL
MEMORANDUM
FROM: Devon Archer, Lead Associate, Labor & Employment, Calderwood & Harkness LLP
TO: Bernard Crawford, Responsible Partner, Labor & Employment, Calderwood & Harkness LLP Renata Vasquez, Billing Partner, Labor & Employment, Calderwood & Harkness LLP
CC: Nadia Petrov, Working Associate, Labor & Employment, Calderwood & Harkness LLP
DATE: June 5, 2023
RE: Receipt and Summary of Written Position Statement of Marcus Hale, President, Aurelius Pacific Studios Inc. — Independent Workplace Investigation
MATTER NO.: 1017-00005
CLIENT: Aurelius Global Media Group PLC
I. PURPOSE OF MEMORANDUM
This memorandum documents the receipt, on June 5, 2023, of a fourteen (14)-page written position statement submitted on behalf of Marcus Hale, President of Aurelius Pacific Studios Inc. ("APS"), by his personal counsel, Graham Thornfield, Founding Partner of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067. The position statement was submitted in connection with the independent privileged workplace investigation currently being conducted by Calderwood & Harkness LLP at the direction of, and as authorized by, the People & Culture Committee (chaired by Dame Cordelia Ashworth) and the Audit & Risk Committee (chaired by Raymond Okoro) of the Board of Directors of Aurelius Global Media Group PLC ("Aurelius Global" or the "Company").
The position statement was received in two formats on the same date: first, via email from Graham Thornfield to Bernard Crawford at 10:14 a.m. Pacific Daylight Time, with the statement and cover letter transmitted as PDF attachments; and second, via hard copy delivered by commercial messenger service to the Calderwood & Harkness Los Angeles office at approximately 11:45 a.m. Pacific Daylight Time. Both versions have been logged in the investigation document management system, confirmed to be identical in content, and verified for completeness.
The written position statement and its accompanying one-page cover letter are being filed as Exhibit H-1 to the investigation record maintained under Matter No. 1017-00005. Copies of the submission have been distributed to Bernard Crawford, Renata Vasquez, and Nadia Petrov, and the filing is reflected in the investigation's exhibit log.
This memorandum provides a summary of the key assertions contained in Hale's written position statement for the investigation team's reference and for use in preparation for Hale's forthcoming in-person interview. This memorandum does not constitute an analysis or assessment of the merits of the assertions set forth in the position statement. Such analysis, including a detailed credibility assessment of Hale's account as measured against the totality of the evidence gathered in the investigation, will be addressed in a separate credibility assessment memorandum to follow upon completion of Hale's in-person interview and the conclusion of the relevant document review.
II. BACKGROUND AND CONTEXT
Calderwood & Harkness LLP was formally retained on May 2, 2023 to conduct an independent investigation into allegations of sexual harassment, retaliation, and hostile work environment directed at Marcus Hale in his capacity as President of Aurelius Pacific Studios Inc. The engagement was authorized jointly by the People & Culture Committee and the Audit & Risk Committee of the Board of Directors of Aurelius Global Media Group PLC, pursuant to the Company's Workplace Investigation Policy (Policy No. HR-2021-14, as amended) and the Board Committees' standing authority to retain independent outside counsel for the purpose of conducting privileged investigations into senior executive conduct.
The investigation arises from the following complaints:
1. Jenna Morales, Vice President of Development at APS, is the primary complainant. Morales filed a complaint through the Company's confidential ethics hotline on April 18, 2023, which was assigned reference number MCS-1014-00001. Morales's complaint alleges multiple incidents of unwanted sexual advances, sexually suggestive communications, inappropriate physical contact, and sexually charged commentary by Hale directed at her between approximately October 2022 and February 2023, as well as retaliatory conduct following the filing of her complaint.
2. Claire Ngo, Senior Director of Talent Relations at APS, filed a corroborating complaint on April 24, 2023, alleging that Hale made sexually suggestive comments about her attire and personal life during a company off-site retreat in February 2023, and that she was subsequently excluded from key strategy meetings in a manner she believes was retaliatory.
3. Darren Whitfield, Senior Vice President of Physical Production at APS, raised retaliation concerns on April 26, 2023, alleging that he was stripped of oversight of two major studio productions—Project Meridian and Project Halcyon—after raising concerns about Hale's treatment of female employees at a leadership team meeting in January 2023.
Following the receipt and initial assessment of these complaints, Marcus Hale was placed on paid administrative leave by Aurelius Pacific Studios Inc. on May 3, 2023, consistent with the Company's standard practices for investigations involving senior executives. On the same date, Hale retained Graham Thornfield of Thornfield & Associates LLP as his personal legal counsel for purposes of the investigation and any related proceedings.
Pursuant to the letter from Calderwood & Harkness (authored by Bernard Crawford) to Graham Thornfield dated May 19, 2023, and the agreed interview protocol confirmed in Calderwood & Harkness's response letter dated May 30, 2023 (following Thornfield's counterproposal dated May 25, 2023), Hale was afforded the opportunity to submit a written position statement in advance of, or in addition to, his scheduled in-person interview. The investigation team communicated that while such a written submission was not required, the team welcomed any statement Hale wished to provide and would give it full and fair consideration in connection with the overall investigation.
Hale's in-person interview is currently scheduled for June 15, 2023 at Calderwood & Harkness's Los Angeles office, located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. Graham Thornfield will attend the interview in his capacity as Hale's personal counsel, consistent with the agreed interview protocol. The interview is expected to span a full day, with breaks as necessary, and will be attended by Bernard Crawford and Devon Archer on behalf of the investigation team, with Nadia Petrov providing support.
III. DESCRIPTION OF THE SUBMISSION
The submission received from Thornfield & Associates LLP on June 5, 2023 consists of two components:
1. Cover Letter. A one (1)-page letter on Thornfield & Associates LLP letterhead, dated June 5, 2023, signed by Graham Thornfield, and addressed to Bernard Crawford at Calderwood & Harkness LLP. The cover letter states that the enclosed written position statement is submitted on behalf of Mr. Hale "under reservation of all of Mr. Hale's rights, claims, and defenses, and without waiver of any privilege, protection, or defense available to him under applicable law, contract, or equity." The cover letter further states, in express terms, that "Mr. Hale categorically denies each and every allegation of sexual harassment, sexually inappropriate conduct, and retaliation that has been made against him in connection with this investigation." Additionally, the cover letter reserves Hale's right to supplement, amend, or clarify the written position statement at any time, including following or in connection with his in-person interview. Notably, the cover letter confirms that no documentary exhibits were attached to the position statement, but states that "Mr. Hale may elect to provide supporting documentation, including but not limited to text messages, emails, calendar entries, and business records, at or after the time of his interview, as he and his counsel deem appropriate."
2. Written Position Statement. A fourteen (14)-page document on Thornfield & Associates LLP letterhead, dated June 5, 2023, and likewise addressed to Bernard Crawford at Calderwood & Harkness LLP. The statement is organized into sections addressing each complainant's allegations individually, followed by sections addressing Hale's general management record and certain legal arguments. The statement is drafted in the third person, referring to Hale as "Mr. Hale" throughout, and bears the hallmarks of having been prepared by counsel based on Hale's account of the relevant events.
As noted above, no documentary exhibits, attachments, or appendices were included with the submission. The cover letter's reservation of the right to provide supporting documents at a later date has been noted by the investigation team, and any such documents will be logged and reviewed upon receipt.
IV. SUMMARY OF KEY ASSERTIONS IN THE POSITION STATEMENT
The following is a summary of the principal factual assertions and legal arguments set forth in Marcus Hale's written position statement. This summary is intended to capture the substance of the statement for the investigation team's use in preparing for Hale's in-person interview and in conducting the ongoing credibility analysis. The summary is organized to track the structure of the position statement itself.
A. General Denial of All Allegations
The position statement begins with a categorical denial of all allegations of sexual harassment, sexually inappropriate conduct, and retaliation that have been raised in connection with the investigation. Hale's statement asserts that he has at no time engaged in conduct that could reasonably be construed as sexual harassment or retaliation against any employee of Aurelius Pacific Studios Inc., including the three named complainants.
Hale characterizes the complaints filed by Jenna Morales, Claire Ngo, and Darren Whitfield as fundamentally performance-related grievances rather than bona fide complaints of harassment or retaliation. Specifically, the statement asserts that each of the three complainants had been subject to legitimate management scrutiny, performance feedback, or organizational restructuring decisions in the ordinary course of business, and that their complaints were motivated by dissatisfaction with those legitimate management decisions rather than by any actual harassment or retaliatory conduct on Hale's part. The statement contends that Hale, as President of APS, was carrying out his fiduciary and operational responsibilities in making the decisions now at issue, and that his conduct at all times was consistent with the expectations and authority of his role.
B. Response to Morales Allegations
The position statement addresses the allegations made by Jenna Morales in detail across several pages of the submission. The key assertions are summarized below.
Denial of Unwanted Sexual Advances. Hale denies making unwanted sexual advances toward Jenna Morales at any time during her employment at APS or at any other time. The statement asserts that Hale's interactions with Morales were professional in nature and consistent with the ordinary working relationship between a studio president and a vice president of development.
October 2022 Vancouver Production Trip. With respect to the production trip to Vancouver in October 2022 that has been identified in Morales's complaint, Hale acknowledges that both he and Morales were present on the trip and that they interacted during the course of the production-related activities. However, Hale denies inviting Morales to his hotel room at any point during the trip, whether for personal or professional purposes. The statement asserts that any after-hours interactions during the Vancouver trip occurred in the context of professional group gatherings attended by other colleagues, and that no one-on-one social encounters of the nature described by Morales took place. The statement does not identify by name the other colleagues who Hale asserts were present at the group gatherings, though it states that Hale is prepared to provide additional detail on this point during his interview.
Alleged Text Messages (November–December 2022). Regarding the text messages allegedly sent by Hale to Morales on November 14, November 29, and December 8, 2022, which Morales has characterized as sexually suggestive, the position statement acknowledges that Hale and Morales exchanged text messages during this period. Hale characterizes the content of these messages as professional in nature and, at most, casually friendly in tone, consistent with the regular text-based communications he maintains with numerous members of the APS leadership team. Hale states that he does not recall sending messages of a sexually suggestive nature to Morales on any of the identified dates or at any other time. The statement reserves Hale's right to review the messages in their full context during or before his in-person interview before offering further comment on their content or intent.
January 11, 2023 One-on-One Meeting. The position statement denies that Hale made any comment about Morales's physical appearance during a one-on-one meeting on January 11, 2023. Hale asserts that the meeting was held for the purpose of discussing Morales's development slate and her performance metrics for the first half of fiscal year 2023, and that the conversation was entirely focused on business matters. The statement does not provide further detail regarding the specific topics discussed during the meeting, but asserts that Hale's remarks were limited to professional performance issues.
February 3, 2023 Company Dinner. Regarding the alleged incident of inappropriate physical contact at a company dinner on February 3, 2023, Hale denies placing his hand on Morales's thigh as she has alleged. The statement acknowledges that Hale may have briefly touched Morales's lower back at some point during the dinner, but characterizes any such contact as non-sexual, incidental, and consistent with normal social interactions in a group dinner setting attended by multiple colleagues. The statement asserts that the dinner was a team event attended by approximately twelve to fifteen individuals, and that Hale's interactions with Morales at the dinner were not materially different from his interactions with other attendees.
Performance Context. The position statement devotes approximately one page to asserting that Morales's job performance had been under scrutiny in the months preceding her complaint. Hale contends that Morales had underperformed against her development targets for fiscal year 2023 and that he had communicated concerns about her performance through both informal feedback and formal channels. The statement asserts that the timing of Morales's complaint—filed shortly after she received negative performance feedback—is significant and suggests that the complaint was motivated by a desire to preempt or deflect performance-related consequences rather than by genuine concerns about harassment.
C. Response to Ngo Allegations
The position statement addresses the allegations made by Claire Ngo as follows.
February 17–18, 2023 Company Off-Site Retreat. Hale denies making sexually suggestive comments about Claire Ngo's attire at the company off-site retreat held at Monarch Valley Resort in Ojai, California on February 17–18, 2023. The statement acknowledges that Hale may have made a general complimentary remark about Ngo's appearance at the retreat—for example, commenting that she "looked nice" or words to that effect—but categorically denies that any such remark was sexually suggestive in nature, intent, or reasonable interpretation. Hale asserts that the remark, to the extent one was made, was of the type commonly exchanged among colleagues in a social setting and was not intended to convey any sexual interest or innuendo.
"Seeing Anyone" Comment. Hale denies asking Ngo whether she was "seeing anyone" in a romantic or sexually charged context. The statement acknowledges that Hale may have engaged in general small talk with Ngo at the Ojai retreat, as he did with other attendees, and that such small talk may have touched on personal topics including weekend plans or social activities. However, Hale asserts that any such conversation was casual and innocuous, and denies that it carried any sexual or romantic undertone.
Exclusion from Strategy Meetings (March–April 2023). The position statement denies that Ngo's exclusion from certain strategy meetings in March and April 2023 constituted retaliation or was in any way connected to Ngo's subsequent complaint or to the events at the Ojai retreat. Hale asserts that decisions regarding meeting attendance during this period were driven by an ongoing restructuring of the talent-relations function within APS, which necessitated changes to the composition of certain working groups and strategy sessions. The statement contends that the changes in meeting attendance reflected legitimate business-need considerations, including a reallocation of responsibilities within the talent-relations team, and were not directed at Ngo personally or motivated by any complaint, grievance, or personal animus.
D. Response to Whitfield Retaliation Allegations
The position statement addresses the retaliation allegations raised by Darren Whitfield as follows.
January 23, 2023 Leadership Meeting. Hale acknowledges that Darren Whitfield raised general concerns about workplace culture at the January 23, 2023 leadership team meeting. However, Hale denies that Whitfield's remarks were directed specifically at Hale or at Hale's treatment of female employees. The statement characterizes Whitfield's comments as broad, non-specific observations about team dynamics and morale that did not single out any individual or identify any particular conduct of concern. Hale asserts that he did not interpret Whitfield's remarks as a complaint about his own behavior and did not take any adverse action against Whitfield in response to those remarks.
Reassignment of Project Meridian and Project Halcyon. Hale denies that the reassignment of Project Meridian and Project Halcyon from Whitfield's oversight to SVP Cameron Briggs on February 6, 2023 constituted retaliation against Whitfield. The position statement asserts that the reassignment was a legitimate business decision based on several factors, including Briggs's stronger production-management track record, the need to optimize resources on the two high-budget projects (which the statement notes carry combined budgets of approximately $187 million), and Briggs's greater availability following the completion of another major production in late January 2023. Hale asserts that he had been considering the reassignment of these projects since before the January 23, 2023 leadership meeting, and that the timing of the reassignment relative to Whitfield's remarks at that meeting was coincidental. The statement does not identify any specific pre-January 23 communications, memoranda, or other documentation reflecting Hale's consideration of the reassignment prior to that date.
E. General Character and Management Assertions
The position statement includes a section devoted to Hale's professional track record and management history at Aurelius Pacific Studios Inc. The key assertions in this section are as follows.
Hale references his tenure as President of APS since January 2019, a period of approximately four and a half years at the time of the statement. The statement highlights Hale's contributions to the studio's financial performance, noting that APS achieved fiscal year 2022 revenue of approximately $1.12 billion under his leadership, representing significant growth relative to pre-Hale benchmarks (though specific comparative figures are not provided in the statement).
Hale states that he has managed a senior leadership team of nine (9) Senior Vice Presidents and an overall employee population of approximately 2,300 individuals during his tenure as President. The statement asserts that prior to the current complaints, no formal complaints of sexual harassment, discrimination, or retaliation had been filed against Hale during his tenure at APS or, to his knowledge, at any prior point in his career.
Notably, the position statement does not specifically address the prior informal complaint made by Serena Whitcomb, who served as Hale's executive assistant, in July 2021, or the verbal counseling issued to Hale by Victor Gallegos, then-Chief People Officer of APS, on August 2, 2021, in connection with that complaint. It is unclear from the face of the statement whether Hale is aware that the investigation team has obtained information regarding this prior incident through interviews with Gallegos and review of contemporaneous HR records. This topic should be addressed directly during Hale's in-person interview on June 15, 2023, and Hale's awareness or non-awareness of the investigation team's knowledge may have credibility implications that will be assessed in the forthcoming credibility memorandum.
The statement concludes this section by expressing Hale's willingness to cooperate fully with the investigation and to appear for a personal interview at the time and place designated by the investigation team.
F. Legal Arguments and Reservations
The final substantive section of the position statement sets forth certain legal arguments and reservations, which appear to have been drafted primarily by Thornfield rather than reflecting Hale's personal narrative. The key legal assertions are summarized below.
Legal Standard — Harassment. The statement asserts that the allegations, even if credited in their entirety, would not rise to the level of actionable harassment or hostile work environment under the California Fair Employment and Housing Act, Cal. Gov. Code §§ 12940 et seq. The statement argues that the conduct described by the complainants, taken individually or collectively, consists of isolated, ambiguous interactions that do not satisfy the "severe or pervasive" standard required to establish a hostile work environment claim. The statement cites to the general legal standard but does not cite specific case authority.
Legal Standard — Retaliation. The statement argues that each of the management decisions at issue—including the reassignment of projects from Whitfield and the changes to Ngo's meeting attendance—was supported by legitimate, non-discriminatory, and non-retaliatory business reasons that would defeat any claim of retaliation, whether under state statute or company policy. The statement contends that the temporal proximity between the complainants' protected activity and the adverse actions they allege, standing alone, is insufficient to establish a causal connection, particularly where independent business justifications exist.
Reservation of Rights and Defenses. The statement reserves Hale's right to assert all available legal defenses in any proceeding arising from or related to the investigation, the underlying complaints, or any employment action taken against Hale by the Company. This reservation expressly includes, but is not limited to, defenses available under applicable federal, state, and local law, as well as any contractual rights and protections.
Employment Agreement. The statement specifically references Hale's employment agreement with Aurelius Pacific Studios Inc., dated January 7, 2019 (the "Employment Agreement"), and notes certain provisions that Hale considers relevant to the investigation and its potential outcomes. In particular, the statement references the termination-for-cause standards set forth in Section 9.2(b) of the Employment Agreement and the related protections afforded to Hale under that section. While the statement does not quote the operative language of Section 9.2(b), the reference appears to signal Thornfield's position that any termination of Hale's employment would need to satisfy the heightened cause standard set forth in the Employment Agreement, and that failure to do so could expose the Company to contractual liability. The investigation team has previously obtained a copy of the Employment Agreement and is reviewing Section 9.2(b) in coordination with the Company's General Counsel.
V. OBSERVATIONS AND NEXT STEPS
The written position statement submitted by Hale through counsel will be considered alongside all other evidence gathered in the investigation, including but not limited to witness interviews conducted to date, electronic communications and text messages recovered through the forensic collection process, HR records and personnel files, and any additional evidence obtained through the remaining investigative steps. The position statement represents Hale's account of the relevant events and will be weighed as part of the comprehensive credibility analysis to be conducted upon completion of all witness interviews.
The substantive assertions set forth in the position statement will be tested during Hale's in-person interview, currently scheduled for June 15, 2023 at the Calderwood & Harkness Los Angeles office. In preparation for that interview, the investigation team has identified the following specific areas that should be probed:
1. Text Messages to Morales (November–December 2022). Hale's characterization of the text messages sent to Morales on November 14, November 29, and December 8, 2022 as "professional" and "at most casually friendly" should be tested against the actual content of the messages, which have been recovered by Linden Forensics Group Inc. through the forensic imaging of Hale's Company-issued mobile device. The recovered messages should be presented to Hale during the interview for his comment, and his reaction and explanation should be carefully documented. Any discrepancies between Hale's characterization in the position statement and the actual content of the messages will be significant for the credibility analysis.
2. Timeline and Rationale for Reassignment of Projects (February 6, 2023). The position statement asserts that Hale had been considering the reassignment of Project Meridian and Project Halcyon prior to the January 23, 2023 leadership meeting at which Whitfield raised workplace culture concerns. The investigation team should probe this assertion by establishing a precise timeline for when the reassignment was first discussed, proposed, or directed. It is noted that fourteen (14) calendar days elapsed between the January 23, 2023 leadership meeting and the February 6, 2023 reassignment announcement. Email and calendar records from this period should be reviewed to identify any communications between Hale, Cameron Briggs, or other relevant individuals regarding the reassignment, and to determine whether any pre-January 23 documentation exists to support Hale's assertion that the reassignment was under consideration before Whitfield's remarks. The absence of such documentation, if confirmed, will be a relevant factor in the credibility assessment.
3. Prior Informal Complaint by Serena Whitcomb (July 2021). The position statement does not acknowledge or address the prior informal complaint made by former executive assistant Serena Whitcomb in July 2021, or the verbal counseling issued to Hale by then-Chief People Officer Victor Gallegos on August 2, 2021. During the interview, Hale should be asked directly whether he is aware of the Whitcomb complaint and the Gallegos counseling, and if so, why these matters were not addressed in his written position statement. Hale's response—and in particular whether he denies, minimizes, or acknowledges these events—will be important for assessing the credibility of his broader assertion that no prior complaints have been made against him.
4. Performance Concerns Regarding Morales. Hale's assertion that Morales's performance had been under scrutiny and that she had received negative performance feedback prior to filing her complaint should be tested against the documentary record. To date, the investigation team has not identified any documented performance concerns, negative performance evaluations, performance improvement plans, or formal feedback memoranda regarding Morales's performance in the APS HR records or in Hale's personnel files. During the interview, Hale should be asked to identify the specific performance feedback he claims to have provided to Morales, including the dates, form (written or verbal), and substance of such feedback, and to identify any corroborating witnesses or documents.
5. Exclusion of Ngo from Strategy Meetings (March–April 2023). Hale's assertion that Ngo's exclusion from strategy meetings was driven by a restructuring of the talent-relations function should be tested against the organizational records and the accounts of other witnesses. The investigation team should determine whether any formal restructuring was documented during this period, and whether other members of the talent-relations team were similarly affected by changes to meeting attendance. Hale should be asked to identify the specific restructuring decisions that led to Ngo's exclusion and to provide any supporting documentation.
The original fourteen (14)-page position statement and accompanying one (1)-page cover letter have been filed as Exhibit H-1 in the investigation record maintained under Matter No. 1017-00005. Copies of the full submission have been provided to Bernard Crawford, Renata Vasquez, and Nadia Petrov for their review and reference.
Additionally, the position statement should be cross-referenced during the ongoing document review being conducted with the assistance of Linden Forensics Group Inc. The current document population consists of approximately 38,600 filtered items, of which approximately 4,218 have been marked as relevant or responsive to the investigation to date, with 312 items designated as "hot" based on their potential significance to the key issues in the investigation. The assertions in Hale's position statement—particularly those relating to the timing of management decisions, the nature of his communications with complainants, and his asserted business justifications—should inform the ongoing prioritization and review of the remaining unreviewed documents.
VI. DOCUMENT FILING NOTATION
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067
| Field | Detail |
| Exhibit Number | H-1 |
| Description | Written Position Statement of Marcus Hale, submitted by Graham Thornfield, Thornfield & Associates LLP |
| Date of Receipt | June 5, 2023 |
| Format | PDF (email attachment) and hard copy (delivered by messenger) |
| Page Count | 14 pages (position statement) + 1 page (cover letter) = 15 pages total |
| Filed In | Investigation Document Repository, Matter No. 1017-00005, Folder: Subject Submissions |
| Copies Distributed To | Bernard Crawford, Renata Vasquez, Nadia Petrov |
| Logged By | Devon Archer |