PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED AT THE DIRECTION OF COUNSEL
CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
May 14, 2023
Matter Number: 1017-00005
From: Devon Archer, Lead Associate, Labor & Employment Nadia Petrov, Associate, Labor & Employment
To: Bernard Crawford, Responsible Partner, Labor & Employment Renata Vasquez, Billing Partner, Labor & Employment
Re: Document Review Protocol — Independent Workplace Investigation, Aurelius Global Media Group PLC / Aurelius Pacific Studios Inc.
Subject of Investigation: Marcus Hale, President, Aurelius Pacific Studios Inc.
This memorandum has been prepared at the direction of counsel in connection with a privileged independent workplace investigation. It constitutes attorney work product and is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges. This memorandum is not intended for disclosure to any person or entity outside of the review team and responsible partners identified herein without prior authorization from the Responsible Partner. Unauthorized disclosure of this memorandum or its contents may constitute a waiver of applicable privileges.
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I. PURPOSE AND BACKGROUND
A. Purpose of This Memorandum
The purpose of this memorandum is to establish the document review workflow, coding taxonomy, privilege-logging procedures, quality control protocols, and escalation procedures for the review of electronically stored information ("ESI") collected in connection with the privileged independent workplace investigation commissioned by the Board of Directors of Aurelius Global Media Group PLC ("AGMG") into allegations of sexual harassment, retaliation, and hostile work environment against Marcus Hale, President of Aurelius Pacific Studios Inc. ("APS"). This memorandum is intended to serve as the governing protocol document for all members of the document review team and should be read in its entirety before any reviewer commences review of any material in the review platform.
The protocols set forth herein are designed to ensure that the document review is conducted in a thorough, consistent, defensible, and efficient manner, and that all potentially privileged materials are identified and appropriately handled to preserve the privileges belonging to AGMG. Adherence to these protocols is mandatory. Any deviation from the procedures described in this memorandum must be approved in advance by Devon Archer or Nadia Petrov, and in their absence, by Bernard Crawford.
B. Background of the Investigation
On May 2, 2023, the Board of Directors of Aurelius Global Media Group PLC authorized the commencement of a privileged independent workplace investigation into allegations of sexual harassment, retaliation, and hostile work environment against Marcus Hale, who has served as President of Aurelius Pacific Studios Inc. since January 2019. The investigation was opened at the joint direction of the People & Culture Committee of the AGMG Board (chaired by Dame Cordelia Ashworth, CBE) and the Audit & Risk Committee of the AGMG Board (chaired by Raymond Okoro). Calderwood & Harkness LLP was retained to conduct the investigation as outside counsel, with Bernard Crawford serving as Responsible Partner for the engagement.
The investigation arises from formal complaints filed by three individuals: (i) Jenna Morales, Vice President of Development, APS, who is the primary complainant and has alleged sexual harassment by Hale; (ii) Claire Ngo, Senior Director of Talent Relations, APS, who has alleged sexual harassment and exclusionary conduct by Hale; and (iii) Darren Whitfield, Senior Vice President of Physical Production, APS, who has alleged retaliatory conduct by Hale following Whitfield's support of the complainants and his decision to raise concerns at a January 23, 2023 leadership meeting. The formal complaints were submitted through the third-party compliance hotline administered by Meridian Compliance Solutions LLC (case reference MCS-1014-00001) and were subsequently reported to Calderwood & Harkness by Fiona Blackwood, General Counsel of AGMG.
C. Client and Entity Structure
The client for purposes of this engagement is Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales, listed on the London Stock Exchange (AIM market). AGMG is the ultimate parent company of a global media and entertainment group with operations in the United Kingdom, the United States, Canada, and Australia.
Aurelius Pacific Studios Inc. is a Delaware corporation and wholly owned subsidiary of AGMG, headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. APS operates as AGMG's principal North American film and television production subsidiary. Marcus Hale has served as President of APS since January 7, 2019, reporting to the AGMG Chief Executive Officer and the AGMG Board.
D. Forensic Data Collection
On May 8, 2023, Calderwood & Harkness engaged Linden Forensics Group Inc. ("Linden Forensics"), located at 201 Mission Street, Suite 1400, San Francisco, California 94105, to perform forensic collection of ESI from identified custodians and data sources, pursuant to an engagement letter dated May 8, 2023, executed by Devon Archer on behalf of Calderwood & Harkness with the authorization of Bernard Crawford. The forensic data collection was performed on-site at the APS Burbank headquarters and remotely from Linden Forensics' San Francisco facility on May 10–12, 2023. Linden Forensics has provided a chain of custody certification dated May 12, 2023, confirming the integrity and defensibility of the collection, as described further in Section II below.
E. Key Contacts
The following individuals serve as the primary contacts for purposes of the investigation and the document review:
• Board Liaison: Fiona Blackwood, General Counsel, Aurelius Global Media Group PLC (London). All communications regarding Board reporting, privilege matters involving AGMG-level communications, and cross-border legal issues should be routed through Ms. Blackwood or, in her absence, through Bernard Crawford.
• Internal HR Contact: Victor Gallegos, Vice President of Human Resources, Aurelius Pacific Studios Inc. (Burbank). Mr. Gallegos serves as the primary APS-level contact for production of HR records, personnel files, and policy documents. Note that Mr. Gallegos is also an identified custodian for purposes of the forensic collection and a potential witness in the investigation; accordingly, all communications with Mr. Gallegos should be channeled through Devon Archer to preserve privilege and avoid any appearance of undue coordination.
II. DATA COLLECTION SUMMARY
A. Custodians
A total of nine (9) custodians were identified for forensic collection by Linden Forensics. The custodians were selected based on preliminary information provided by the complainants, information gathered from Fiona Blackwood and Victor Gallegos, a review of APS organizational charts, and the professional judgment of the investigation team regarding individuals likely to possess information relevant to the allegations under investigation. The identified custodians are as follows:
1. Marcus Hale — President, Aurelius Pacific Studios Inc. (subject of investigation)
2. Jenna Morales — Vice President of Development, Aurelius Pacific Studios Inc. (primary complainant)
3. Claire Ngo — Senior Director of Talent Relations, Aurelius Pacific Studios Inc. (complainant)
4. Darren Whitfield — Senior Vice President of Physical Production, Aurelius Pacific Studios Inc. (complainant — retaliation)
5. Victor Gallegos — Vice President of Human Resources, Aurelius Pacific Studios Inc.
6. Cameron Briggs — Senior Vice President of Production, Aurelius Pacific Studios Inc.
7. Ingrid Holt — Director of Compliance, Aurelius Pacific Studios Inc.
8. Rebecca Choi — Senior Vice President of Business Affairs, Aurelius Pacific Studios Inc.
9. Thomas Lindquist — Senior Vice President of Strategy & Operations, Aurelius Pacific Studios Inc.
A complete custodian list, including data sources collected from each custodian, is attached as Appendix A to this memorandum. The investigation team reserves the right to identify additional custodians as the investigation progresses, particularly in light of information that may be obtained during witness interviews commencing May 22, 2023.
B. Data Sources
ESI was collected from the following data sources for each identified custodian, to the extent available and applicable:
• Company Email (Outlook/Exchange): All email communications, including sent and received messages, attachments, calendar items, and drafts, stored on the APS Strathmore Data Systems server.
• Meridian Solutions Workspace Messages: All direct messages and relevant channel messages from the APS Meridian Solutions workspace, including messages from both public and private channels in which the custodians participated, as well as all direct messages between custodians.
• Company-Issued Mobile Device Text Messages (SMS/Westmark Software): Text messages (both SMS and Westmark Software) from company-issued mobile devices assigned to each custodian. Linden Forensics performed forensic extraction from each device using industry-standard mobile forensics tools. Personal devices were not collected at this stage; the need for personal device collection will be evaluated as the investigation proceeds.
• Shared Network Drives: Documents and files stored on APS shared network drives, including departmental shared drives and any folders to which the custodians had access, including the APS executive shared drive.
• HR Information System Records: Records from the APS human resources information system (Ashbury & Co.), including personnel records, performance reviews, compensation records, disciplinary records, and complaint files for the custodians and the subject of the investigation.
C. Date Range for Collection
The date range for the forensic collection was January 1, 2019 through the present (May 2023). This date range was selected to encompass the entirety of Marcus Hale's tenure as President of APS (commencing January 7, 2019) and to capture any earlier communications that may be relevant to the allegations, including the July 2021 informal complaint by Serena Whitcomb and the verbal counseling issued to Hale on August 2, 2021. The date range is consistent with the litigation hold notice issued by Fiona Blackwood on behalf of AGMG and APS on May 2, 2023.
D. Collection Metrics
The forensic collection and subsequent processing by Linden Forensics yielded the following metrics:
The reduction from approximately 214,000 unique items to approximately 38,600 filtered items was achieved through the application of search terms and date-range refinements developed by Devon Archer and Nadia Petrov in consultation with Bernard Crawford and Linden Forensics. The search terms and date-range parameters applied are set forth in Appendix B to this memorandum. The search terms were designed to be appropriately broad to capture all potentially relevant communications while excluding clearly irrelevant materials (e.g., routine production scheduling communications with no connection to any custodian at issue, mass distribution marketing emails, system-generated notifications, and similar non-substantive communications).
The approximately 38,600 filtered items constitute the document review population for purposes of this protocol. Should additional custodians be identified or supplemental collections be performed, this memorandum will be updated to reflect the expanded review population.
E. Chain of Custody
Linden Forensics Group Inc. provided a chain of custody certification dated May 12, 2023, confirming the following:
• All collections were performed using forensically sound methodologies, including write-blocking and forensic imaging where applicable.
• Hash values (MD5 and SHA-1) were computed for all collected items at the time of acquisition and verified upon ingestion into the processing environment to confirm data integrity.
• All collected data was securely transferred to the review platform via encrypted transfer protocol, with chain of custody documentation maintained at each stage of the transfer.
• Linden Forensics personnel involved in the collection hold relevant certifications, including Penrose Technologies Certified Examiner (EnCE) and Sundial Services Inc. Certified Physical Analyst (CCPA) certifications.
A copy of the chain of custody certification has been placed in the matter file and will be available for reference as needed.
III. REVIEW TEAM STAFFING
A. Review Supervision
Devon Archer (Lead Associate, Labor & Employment, Calderwood & Harkness LLP) and Nadia Petrov (Associate, Labor & Employment, Calderwood & Harkness LLP) will jointly supervise all aspects of the document review and serve as the primary quality-control reviewers and escalation points for issues arising during the review. Mr. Archer will serve as the primary point of contact for day-to-day management of the review, including assignment of review batches, resolution of coding questions, and review of privilege determinations. Ms. Petrov will be primarily responsible for quality control sampling, privilege log maintenance, weekly status reporting, and coordination with Linden Forensics regarding any technical issues related to the review platform.
Mr. Archer's current billing rate is $875 per hour. Ms. Petrov's current billing rate is $725 per hour.
B. Partner Oversight
Bernard Crawford (Responsible Partner, Labor & Employment, Calderwood & Harkness LLP) will provide senior oversight of the document review process and will serve as the final decision-maker on disputed privilege calls, substantive coding issues, and escalation matters as described in Section VI.C below. Mr. Crawford's billing rate is $1,350 per hour.
Renata Vasquez (Billing Partner, Labor & Employment, Calderwood & Harkness LLP) will be available for consultation as needed, particularly with respect to budget management and resource allocation. Ms. Vasquez's billing rate is $1,275 per hour.
C. First-Level Reviewers
Two contract review attorneys will be engaged to perform first-level review of the approximately 38,600 filtered items at a combined billing rate of $480 per hour. The contract reviewers will be sourced through Calderwood & Harkness's established contract attorney program and will be selected based on the following criteria: (i) a minimum of three years of experience in document review, with preference for experience in employment litigation or workplace investigations; (ii) active bar membership in at least one U.S. jurisdiction; (iii) familiarity with the review platform; and (iv) no prior relationship with any party, custodian, or witness in the investigation.
The contract reviewers will handle the bulk of the initial relevance and responsiveness coding of the approximately 38,600 filtered items. They will also perform preliminary privilege assessments and flag any documents requiring escalation to Archer or Petrov. The contract reviewers will not make final privilege determinations; all privilege calls will be made or confirmed by Archer or Petrov, with disputed calls elevated to Crawford.
D. Paralegal Support
Paralegals from Calderwood & Harkness's litigation support team will be available at a billing rate of $415 per hour to assist with administrative tasks associated with the document review, including but not limited to: privilege log compilation and formatting, document production tracking and Bates numbering, exhibit organization and indexing, weekly metrics compilation, and coordination with Linden Forensics regarding technical platform issues.
E. Conflicts and Confidentiality Requirements
All review team members — including contract review attorneys, paralegals, and any other personnel who will have access to the review materials — must execute a confidentiality acknowledgment before commencing review. The confidentiality acknowledgment form is attached as Appendix E to this memorandum.
In addition, no review team member may have any prior personal or professional relationship with any party, custodian, witness, or subject of the investigation. All review team members will be screened for conflicts prior to onboarding. Any actual or potential conflict must be disclosed to Devon Archer immediately upon identification.
IV. REVIEW PLATFORM SETUP
A. Platform Identification
The document review will be conducted on Calderwood & Harkness's secure, cloud-based document review platform, hosted in a SOC 2 Type II-certified data center. Linden Forensics Group Inc. has loaded the processed and filtered dataset of approximately 38,600 items into the platform following de-duplication, processing, and application of the agreed-upon search terms and date-range filters. All data resides within the platform's secure environment and is encrypted both at rest and in transit using AES-256 encryption.
B. User Access Controls
The review platform will be configured with role-based access permissions to ensure that each team member has access only to the materials and functions necessary for their assigned role. The following access levels will be implemented:
• First-Level Reviewer: Access to assigned review batches only; ability to apply relevance, issue, and preliminary privilege codes; ability to view but not modify the coding taxonomy; no access to the privilege review queue, the QC review workspace, or the finalized privilege log.
• Senior Reviewer (Archer, Petrov): Full access to all review workspaces, including the first-level review batches, the second-level/QC review workspace, and the privilege review queue; ability to modify coding decisions made by first-level reviewers; ability to create and modify review batches; access to all analytics and search tools; access to the privilege log.
• Partner (Crawford, Vasquez): Full administrative access to all workspaces, coding decisions, and the privilege log; ability to override any coding decision; access to all audit trail logs and reporting functions.
• Paralegal: Access to the privilege log template and production tracking tools; read-only access to coded documents; no ability to modify substantive coding decisions.
C. Audit Trail Logging
Audit trail logging will be enabled for all coding decisions and modifications within the review platform. The audit trail will capture the following information for each action: (i) the user who performed the action; (ii) the date and time of the action; (iii) the document control number; (iv) the specific coding field modified; (v) the prior value of the field (if any); and (vi) the new value applied. The audit trail will be preserved as part of the matter file and will be available for review by Crawford, Archer, or Petrov at any time.
D. Workspace Configuration
The review platform will be configured with three separate workspaces to facilitate the review workflow:
1. First-Level Review Workspace: This workspace will contain all approximately 38,600 filtered items, organized into batches for assignment to the contract review attorneys. Batch assignment will be managed by Archer or Petrov using the platform's batch assignment functionality.
2. Second-Level / QC Review Workspace: This workspace will contain documents escalated from first-level review (documents coded "Hot," "Potentially Relevant — Needs Further Review," and "Potentially Privileged — Needs Further Review") as well as the random samples selected for quality control review. Only Archer, Petrov, and Crawford will have access to this workspace.
3. Privilege Review Workspace: This workspace will contain all documents flagged as potentially privileged during first-level review. Privilege determinations will be made in this workspace by Archer and Petrov, with disputed calls elevated to Crawford. The privilege log will be maintained and updated from this workspace.
E. Search and Analytics Tools
The review platform provides the following search and analytics capabilities, which will be utilized throughout the review process to enhance efficiency and accuracy:
• Keyword Search: Full-text keyword search across all documents in the review population, including Boolean operators, proximity searching, and wildcard searching.
• Date Filtering: Ability to filter documents by date or date range across all date fields (sent date, received date, last modified date, created date).
• Email Threading: Automated identification and grouping of email threads, enabling reviewers to view complete conversation threads in context and to apply coding decisions at the thread level where appropriate.
• Near-Duplicate Detection: Automated identification of near-duplicate documents (documents with a textual similarity above a specified threshold), enabling efficient review of substantially similar documents.
• Communication Pattern Analysis: Tools for visualizing communication patterns between custodians, including frequency of communication, time-of-day patterns, and identification of communication clusters. These tools will be particularly useful for identifying patterns of communication between Hale and the complainants.
V. CODING TAXONOMY
The following coding taxonomy will be applied to all documents reviewed in connection with this investigation. All first-level reviewers must be thoroughly familiar with each code and its application before commencing review. A one-page quick reference guide summarizing the coding taxonomy is attached as Appendix C to this memorandum and should be kept readily accessible during review.
A. Relevance/Responsiveness Codes
Each document must be coded with one of the following relevance designations:
• Relevant: The document contains information pertaining to the allegations under investigation, including but not limited to allegations of sexual harassment, retaliation, or hostile work environment; the conduct of Marcus Hale toward any complainant, witness, or subordinate employee; the actions, experiences, or communications of the complainants (Jenna Morales, Claire Ngo, and Darren Whitfield); company policies regarding harassment, discrimination, retaliation, or complaint procedures; the complaint and escalation process, including reports to HR, Compliance, or legal; or any other matter within the scope of the investigation as defined by the Board resolution and engagement letter. A document should be coded "Relevant" if any portion of the document contains relevant information, even if other portions are not relevant.
• Not Relevant: The document does not contain information pertaining to any issue within the scope of the investigation. Documents should be coded "Not Relevant" only if the reviewer is confident, after a careful review of the document's full content and any available metadata, that the document has no connection to the allegations, the subject of the investigation, the complainants, relevant company policies, or the complaint process. When in doubt, the reviewer should code the document as "Potentially Relevant — Needs Further Review" rather than "Not Relevant."
• Potentially Relevant — Needs Further Review: The document is ambiguous in its relevance, contains language or references that may be relevant but require additional context (such as context from other documents in the same email thread, from other custodians' files, or from witness interviews), or otherwise requires the judgment of a senior reviewer. Documents coded with this designation will be automatically routed to the Second-Level / QC Review Workspace for review by Archer or Petrov.
B. Hot Document Designation
In addition to the relevance coding described above, any document that is highly relevant and directly supports or contradicts specific factual allegations in the investigation must be coded with the "Hot" designation. The "Hot" designation is intended to identify the most significant documents in the review population and to ensure their immediate escalation to Archer and Petrov for secondary review and analysis.
Documents that should be coded "Hot" include, but are not limited to, the following categories:
1. Text messages between Marcus Hale and Jenna Morales, with particular attention to messages dated November 14, 2022, November 29, 2022, and December 8, 2022, which are alleged to contain sexually suggestive content.
2. Communications of any type regarding the Vancouver production trip that took place in October 2022, including any communications regarding hotel arrangements, after-hours activities, interactions between Hale and Morales during the trip, or any complaints or reports arising from the trip.
3. Communications regarding the company dinner that took place on February 3, 2023, including any communications regarding seating arrangements, conduct during the dinner, interactions between Hale and any complainant at the dinner, and any complaints or reports arising from the dinner (including allegations of physical contact by Hale).
4. Communications regarding the Monarch Valley Resort off-site event that took place on February 17–18, 2023, in Ojai, California, including any communications regarding event planning, room assignments, conduct during the event, interactions between Hale and Claire Ngo during the event, and any complaints or reports arising from the event.
5. Emails, Meridian Solutions messages, or other communications regarding the reassignment of Project Meridian and Project Halcyon (combined production budgets of approximately $187 million) from Darren Whitfield to Cameron Briggs (Senior Vice President of Production) on or around February 6, 2023. These communications are central to the retaliation allegations and may reflect Hale's stated justifications for the reassignment as well as any communications suggesting a retaliatory motive.
6. Any communications reflecting Marcus Hale's knowledge of, or response to, complaints about his conduct, whether formal or informal, at any time during the collection period.
7. Documents relating to the January 23, 2023 leadership meeting at which Darren Whitfield is alleged to have raised concerns about Hale's conduct, including meeting agendas, minutes, notes, and any communications before, during, or after the meeting.
8. Documents relating to the prior informal complaint filed by Serena Whitcomb in or around July 2021 and the verbal counseling issued to Marcus Hale by Victor Gallegos on August 2, 2021, including any written documentation of the complaint, the counseling session, any follow-up actions, or communications between HR, legal, or management regarding the complaint.
9. Communications reflecting the exclusion of Claire Ngo from talent-relations strategy meetings during March and April 2023, including meeting invitations, calendar entries, and any communications regarding the decision to exclude Ngo or to restructure the meeting participants.
10. Any document reflecting notice to, or involvement of, HR (Victor Gallegos or any other HR personnel), Compliance (Ingrid Holt or any other compliance personnel), or legal (Fiona Blackwood, in-house counsel, or any outside counsel) regarding Hale's conduct prior to the filing of the formal complaint, including any informal reports, escalations, or discussions.
All documents coded "Hot" will be immediately escalated to Archer and Petrov for secondary review and, as appropriate, will be further escalated to Crawford. Reviewers should err on the side of coding a document "Hot" if there is any reasonable basis to believe the document falls within one of the categories described above.
C. Issue Codes (Tags)
Each relevant document must be tagged with one or more of the following issue codes. A single document may be tagged with multiple issue codes if it relates to more than one issue. The issue codes are organized by subject matter as follows:
1. Sexual Harassment — Morales
This code should be applied to any document relating to allegations of sexual harassment by Hale against Jenna Morales. The following subcategories are available and should be applied where applicable:
(a) Vancouver Hotel Room Invitations: Communications relating to alleged invitations by Hale to Morales to visit his hotel room during the October 2022 Vancouver production trip.
(b) Text Messages: Text messages between Hale and Morales alleged to contain sexually suggestive content, particularly messages dated November 14, November 29, and December 8, 2022.
(c) January 11, 2023 Comment: Communications relating to or referencing the comment allegedly made by Hale to Morales on January 11, 2023, including any contemporaneous accounts, reports, or discussions.
(d) February 3, 2023 Physical Contact: Communications relating to the alleged physical contact by Hale toward Morales at the company dinner on February 3, 2023, including any contemporaneous accounts, reports, or discussions.
2. Sexual Harassment — Ngo
This code should be applied to any document relating to allegations of sexual harassment or exclusionary conduct by Hale against Claire Ngo. The following subcategories are available:
(a) Monarch Valley Resort Comments: Communications relating to comments allegedly made by Hale to Ngo during the Monarch Valley Resort off-site event on February 17–18, 2023, in Ojai, California.
(b) Meeting Exclusion: Communications relating to the alleged exclusion of Ngo from talent-relations strategy meetings in March and April 2023, including any communications regarding the decision to restructure meeting participants or to remove Ngo from meeting invitations.
3. Retaliation — Whitfield
This code should be applied to any document relating to allegations of retaliation by Hale against Darren Whitfield. The following subcategories are available:
(a) January 23, 2023 Leadership Meeting: Communications relating to the leadership meeting on January 23, 2023, at which Whitfield is alleged to have raised concerns about Hale's conduct, and any communications reflecting Hale's response to or awareness of Whitfield's concerns.
(b) Project Reassignment: Communications relating to the reassignment of Project Meridian and Project Halcyon (combined budgets of approximately $187 million) from Whitfield to Cameron Briggs on or around February 6, 2023, including any communications regarding the stated reasons for the reassignment, Whitfield's performance, production timelines, or any other factors cited by Hale or others in justification of the reassignment.
4. Prior Complaints / Whitcomb
This code should be applied to any document relating to the prior informal complaint by Serena Whitcomb in or around July 2021, the verbal counseling of Hale by Gallegos on August 2, 2021, or any other prior complaints about Hale's conduct, whether formal or informal.
5. HR/Compliance Response & Escalation
This code should be applied to any document reflecting the actions (or inactions) of HR (Gallegos or others), Compliance (Holt or others), or legal (Blackwood or others) in response to complaints, reports, or concerns about Hale's conduct, including any escalation decisions, investigations, or remedial measures.
6. Company Policy / Code of Conduct
This code should be applied to any document that constitutes or references AGMG or APS policies relating to harassment, discrimination, retaliation, complaint procedures, workplace conduct, or related topics, including the AGMG Global Code of Conduct, the APS Employee Handbook (California Supplement), and the AGMG Board Corporate Governance Guidelines.
7. Hale Performance / Management Decisions
This code should be applied to any document relating to Hale's management decisions, leadership style, performance evaluations, or business justifications for actions that are the subject of allegations (e.g., project reassignment, meeting exclusion). These documents are relevant to evaluating Hale's potential justifications for his actions and to assessing whether stated business reasons are pretextual.
8. Witness Corroboration
This code should be applied to any document that corroborates or contradicts the accounts provided by witnesses, including but not limited to contemporaneous communications describing relevant events, communications between witnesses discussing relevant events, and documents that provide independent verification of specific facts alleged by any complainant or witness.
9. Complainant Performance Records
This code should be applied to any document relating to the job performance, performance reviews, performance improvement plans, or disciplinary history of any complainant (Morales, Ngo, or Whitfield). These documents are relevant to assessing any potential pretext arguments — i.e., whether Hale may assert that adverse actions taken against complainants were based on legitimate performance concerns rather than retaliatory animus.
D. Privilege Codes
Each document must be coded with one of the following privilege designations:
• Attorney-Client Privilege: The document constitutes or contains a communication between an attorney and a client (or agents thereof) made for the purpose of seeking, providing, or facilitating the provision of legal advice. This includes communications between AGMG or APS personnel and in-house counsel (Fiona Blackwood), Calderwood & Harkness attorneys, Pendleton & Warwick LLP attorneys, or any other counsel acting in a legal advisory capacity.
• Work Product: The document constitutes material prepared by or at the direction of an attorney in anticipation of litigation or for trial. This includes investigation memoranda, interview notes, legal research, case assessments, and draft reports prepared by Calderwood & Harkness in connection with the investigation.
• Joint Defense / Common Interest: The document constitutes a communication between AGMG and related counsel — including, without limitation, Pendleton & Warwick LLP (UK corporate counsel to AGMG) — shared under the common interest doctrine in connection with the investigation or related legal matters. Reviewers applying this code must consult the Cross-Border Privilege Protocol Memorandum dated May 12, 2023, jointly prepared by Calderwood & Harkness and Pendleton & Warwick, which addresses the application of privilege principles across the U.S. and U.K. jurisdictions. Any questions regarding the application of the common interest doctrine should be escalated to Archer or Petrov.
• Not Privileged: No privilege applies to the document.
• Potentially Privileged — Needs Further Review: The document may be privileged but the reviewer is unable to make a definitive determination based on the available information. Documents coded with this designation will be automatically routed to the Privilege Review Workspace for determination by Archer or Petrov and, if necessary, Crawford. Reviewers should apply this code whenever there is any reasonable question as to whether a privilege may apply, including situations where: the document references or attaches a communication with an attorney but the reviewer cannot determine the purpose of the communication; the document was copied to an attorney but the primary communication appears to be between non-attorneys; or the document involves communications between AGMG and APS personnel that may implicate cross-border privilege considerations.
E. Confidentiality Codes
Each document coded as "Relevant" must also be assigned one of the following confidentiality designations:
• Highly Confidential: The document contains sensitive personal information (including, without limitation, Social Security numbers, medical information, or information relating to an individual's health or mental health), medical records, information subject to special privacy considerations under applicable state or federal law (including the California Confidentiality of Medical Information Act or the Health Insurance Portability and Accountability Act), or information that is otherwise of an extraordinarily sensitive nature.
• Confidential: The document contains standard confidential business information, including internal communications, business strategies, financial data, personnel information, or other information that is not publicly available and that is proprietary to AGMG or APS.
VI. REVIEW WORKFLOW
A. First-Level Review
The first-level review will be conducted by the two contract review attorneys described in Section III.C above. The first-level review is the initial pass through the approximately 38,600 filtered items and is designed to accomplish the following objectives: (i) code each document for relevance; (ii) apply the "Hot" designation to any document meeting the criteria set forth in Section V.B; (iii) apply issue tags to all relevant documents; (iv) perform a preliminary privilege assessment and flag any potentially privileged documents for review by Archer or Petrov; and (v) apply confidentiality codes to all relevant documents.
Each document reviewed at the first level must be coded for all applicable fields: relevance, hot designation (if applicable), issue tags (for relevant documents), preliminary privilege assessment, and confidentiality (for relevant documents). Reviewers may not skip any field; the review platform will be configured to require coding in all mandatory fields before a document can be marked as reviewed.
Batch Assignment. Documents will be assigned to the first-level reviewers in batches by Archer or Petrov using the platform's batch assignment functionality. Initial batches will be organized by custodian to allow reviewers to build familiarity with each custodian's communication patterns and writing style. Later batches may be organized by date range, search term hit, or other criteria as the review progresses.
Target Throughput. A target throughput rate (measured in documents reviewed per reviewer per day) will be established after an initial ramp-up period of approximately three business days (May 15–17, 2023), during which Archer and Petrov will closely monitor the reviewers' pace, accuracy, and comfort with the coding taxonomy. The target rate will be calibrated to balance efficiency with thoroughness and will take into account the average complexity and length of documents in the review population. The target rate will be communicated to the reviewers after the ramp-up period and will be periodically adjusted as necessary.
Flagging Requirements. In addition to the standard coding obligations described above, first-level reviewers must flag the following categories of documents for immediate escalation:
1. Any document involving communications with outside counsel, including but not limited to Thornfield & Associates LLP (counsel to Marcus Hale), Nakamura Reeves LLP, Pendleton & Warwick LLP (UK counsel to AGMG), or any other law firm. Such documents must be flagged for privilege review regardless of their substantive content.
2. Any document referencing Marcus Hale's employment agreement (dated January 7, 2019), including but not limited to any references to or discussions of the termination-for-cause provision (Section 9.2(b) of the employment agreement), compensation terms, equity award vesting provisions, severance provisions, change-of-control provisions, or any amendments or modifications to the employment agreement.
3. Any document in which a reviewer identifies content that raises a concern about potential spoliation, destruction, or alteration of evidence, or any communication suggesting that a custodian or other individual attempted to delete, conceal, or alter relevant documents or communications.
B. Second-Level / Quality Control Review
Archer and Petrov will conduct second-level review of the following categories of documents:
1. All documents coded "Hot" by first-level reviewers.
2. All documents coded "Potentially Relevant — Needs Further Review" by first-level reviewers.
3. All documents coded "Potentially Privileged — Needs Further Review" by first-level reviewers.
4. Randomly selected samples of documents coded "Not Relevant" by first-level reviewers, as described below.
QC Sampling Protocol. To ensure the accuracy and consistency of first-level review coding, Archer and Petrov will review a statistically significant random sample of documents coded "Not Relevant" by each first-level reviewer. The sampling protocol is designed to identify systemic errors in coding, including under-inclusive relevance determinations that may result in the exclusion of important documents from the relevant set.
The sampling protocol will be implemented as follows:
• During the first week of review (May 15–19, 2023), a minimum of 10% of all documents coded "Not Relevant" by each reviewer will be sampled and re-reviewed by Archer or Petrov.
• After the first week, the sampling rate will be adjusted based on the observed error rate for each reviewer. If a reviewer's error rate is at or below 3%, the sampling rate may be reduced to 5%. If the error rate is between 3% and 5%, the sampling rate will remain at 10%. If the error rate exceeds 5%, the remedial procedures described below will be implemented.
• The sampling methodology, error rate calculations, and any adjustments to the sampling rate will be documented and maintained in the matter file. The detailed QC sampling protocol, including statistical methodology, is set forth in Appendix F to this memorandum.
Remedial Procedures. If the QC sampling reveals an error rate exceeding 5% for any first-level reviewer, the following remedial procedures will be implemented:
• The affected reviewer's most recent batch (or, if necessary, all batches completed by the reviewer to date) will be re-reviewed in its entirety by Archer or Petrov.
• The affected reviewer will receive additional training on the coding taxonomy and the specific types of errors identified during QC review.
• Following the additional training, the affected reviewer will resume review under a heightened sampling rate of 15% until Archer or Petrov is satisfied that the error rate has been brought to an acceptable level (at or below 5%).
• If the error rate remains above 5% after retraining, Archer and Crawford will evaluate whether the reviewer should be replaced.
C. Escalation to Partner
Bernard Crawford will be consulted on the following categories of issues and documents, in each case with supporting context and analysis provided by Archer or Petrov:
(i) Any privilege dispute or borderline privilege call involving communications with Marcus Hale's personal counsel, Graham Thornfield of Thornfield & Associates LLP. Given the complexity of the privilege issues that may arise from Hale's use of personal counsel during the period under investigation, and the potential for Hale to assert privilege over communications that may also involve APS or AGMG personnel, all privilege questions involving Thornfield or Thornfield & Associates LLP should be elevated to Crawford for final determination.
(ii) Any document that may bear on notification obligations to Greystone Advisors LLP (external auditor of AGMG) regarding potential financial reporting implications related to Marcus Hale's employment agreement. Because Hale's employment agreement includes compensation terms (base salary $1,850,000; target bonus $1,390,000; equity awards $1,460,000) and termination provisions that may give rise to significant contingent liabilities depending on the outcome of the investigation, and because AGMG's external auditors may need to be notified of such contingent liabilities for financial reporting purposes, any documents touching on these issues should be elevated to Crawford for assessment.
(iii) Any document that may be relevant to insurance notice obligations under the Northbridge Mutual Insurance Co. Employment Practices Liability Insurance ("EPLI") Policy (Policy No. NM-EPLI-2023-00417) or the Castlemaine Underwriters Ltd. Directors & Officers ("D&O") Liability Insurance Policy (Policy No. CU-DO-2023-11283). Documents in this category include any communications with insurance brokers, underwriters, or claims representatives, as well as any documents that may trigger notice obligations or affect coverage determinations under either policy.
(iv) Any document raising novel legal issues, unusual factual scenarios, or questions requiring the exercise of partner-level judgment, including but not limited to documents that may implicate criminal conduct, documents suggesting the involvement of minors, documents suggesting potential spoliation or obstruction, or documents that present unusual privilege or ethics issues.
VII. PRIVILEGE REVIEW AND LOGGING PROCEDURES
A. Privilege Review Workflow
All documents flagged as potentially privileged during first-level review will be automatically routed to the dedicated Privilege Review Workspace within the review platform. The privilege review will be conducted by Archer and Petrov, who will make privilege determinations for each flagged document. Documents presenting borderline or disputed privilege questions will be elevated to Crawford for final determination.
The privilege review is a critical component of the document review process. Given the number of attorneys and law firms involved in AGMG and APS matters — including Calderwood & Harkness (investigation counsel), Pendleton & Warwick LLP (UK corporate counsel to AGMG), Thornfield & Associates LLP (personal counsel to Marcus Hale), and Nakamura Reeves LLP (outside employment counsel retained by APS for other matters) — the privilege analysis may be complex. Reviewers at all levels should err on the side of caution and flag any document that may be privileged for further review rather than making a determination that no privilege applies.
B. Cross-Border Privilege Considerations
The investigation involves communications between AGMG personnel located in London, England, and APS personnel located in Burbank, California. The privilege laws of the United States (and specifically California) and the United Kingdom differ in material respects, including with respect to the scope of the attorney-client privilege (legal professional privilege in the U.K.), the work product doctrine (litigation privilege in the U.K.), and the circumstances under which privilege may be waived.
Reviewers must apply the analytical framework established in the joint Calderwood & Harkness / Pendleton & Warwick LLP Cross-Border Privilege Protocol Memorandum dated May 12, 2023, which sets forth guidelines for determining (i) which jurisdiction's privilege law governs a particular communication; (ii) the elements required to establish privilege under each jurisdiction's law; and (iii) the steps necessary to preserve privilege in both jurisdictions. Any questions regarding the application of cross-border privilege principles should be immediately escalated to Archer or Petrov.
Of particular importance, reviewers should be aware that the "dominant purpose" test applied in the United Kingdom for litigation privilege differs from the "because of" test applied in the United States, and that certain communications that might be protected under one jurisdiction's law may not be protected under the other's. The Cross-Border Privilege Protocol Memorandum provides detailed guidance on these issues and should be consulted whenever a cross-border communication is at issue.
C. Privilege Log Requirements
A privilege log will be maintained on a rolling basis throughout the document review. The privilege log will include the following fields for each document over which privilege is asserted: