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`UNITED STATES DISTRICT COURT
`DISTRICT OF ALASKA
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`Case No. 3:12-cv-00090-TMB-MMS
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`ORDER ON PLAINTIFFS’ MOTION
`FOR FINAL APPROVAL OF THE
`CLASS SETTLEMENT (DKT. 493) and
`MOTION FOR ATTORNEY’S FEES
`AND COSTS (DKT. 484)
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`
`
`LAURA LEE PETERSON, Individually and
`on Behalf of All Others Similarly Situated,
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` Plaintiffs,
`
`v.
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`ALASKA COMMUNICATIONS SYSTEMS
`GROUP, INC. AND ALASKA
`COMMUNICATIONS SYSTEMS
`HOLDINGS, INC., d/b/a ALASKA
`COMMUNICATIONS,
`
` Defendants.
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`
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`I.
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`INTRODUCTION
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`This matter is before the Court on Plaintiff Laura Lee Peterson’s, Individually and on
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`Behalf of All Others Similarly Situated, Motion for Final Approval of the Class Settlement (the
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`“Final Approval Motion”)1 and Motion for Attorney’s Fees and Costs (“Attorney’s Fees
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`Motion”).2 Defendants Alaska Communications Systems Group, Inc. and Alaska Communications
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`Systems Holdings, Inc. (collectively the “Defendants” or “ACS”) do not oppose the Attorney’s
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`Fees Motion.3 The Final Approval Hearing was held on January 12, 2022.4
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`1 Dkt. 493 (Final Approval Motion).
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`2 Dkt. 484 (Attorney’s Fees Motion).
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`3 Dkt. 487 (Non-Opposition to Attorney’s Fees Motion).
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`4 Dkt. 499 (Minute Entry). This hearing is often also referred to as a fairness hearing. In re
`Bluetooth Headset Products Liability Litigation, 654 F.3d 935, 946 (9th Cir. 2011).
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`Plaintiffs seek to recover unpaid overtime wages.5 The stipulated settlement agreement
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`(“Settlement Agreement” or “Agreement”) approved in this class action provides class members
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`with more than $1 million in cy pres awards while also setting aside $45,000 for class
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`representative service awards, $688,875 for class counsel’s attorney’s fees, $300,000 for out-of-
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`pocket expenses, and $15,000 for settlement administrator costs. No one has objected to the terms
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`of the stipulated settlement and only one class member has requested exclusion from the class. But
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`even so, the Court recognizes that it “should not greenlight [the settlement] . . . just because the
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`parties profess that their . . . deal is ‘all right, all right, all right.’”6
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`For the reasons discussed below, the Final Approval Motion at Docket 493 and Attorney’s
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`Fees Motion at Docket 484 are GRANTED.
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`In 2012, Plaintiff Peterson filed a class action lawsuit against Defendants on behalf of
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`II.
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`BACKGROUND
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`herself and a class of similarly situated plaintiffs.7 The Complaint was later amended in March
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`2014.8 The Plaintiffs, who worked for ACS as client account managers (“CAMs”), allege that ACS
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`violated the federal Fair Labor Standards Act (“FLSA”) and its state counterpart, the Alaska Wage
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`and Hour Act (“AWHA”), by improperly classifying CAMs as overtime-exempt salaried
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`employees.9 As a result, Plaintiffs assert ACS failed to pay the appropriate overtime wages.10 The
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`5 Dkt. 52 (First Amended Complaint)
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`6 Briseño v. Henderson, 998 F.3d 1014, 1018 (9th Cir. 2021).
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`7 Dkt. 1 (Complaint).
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`8 Dkt. 52.
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`9 Dkt. 300 (Order Certifying Class); see also Dkt. 52.
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`10 See Dkt. 52.
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`2
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`Court conditionally certified the FLSA collective action in 201411 and certified the Rule 23 class
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`in 2018.12 The class currently contains 74 members.13
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`A. Settlement
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`In May 2021, the parties reached a stipulated settlement agreement, which was fully
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`executed on August 20, 2021.14 The Agreement resolves all of class Plaintiffs’ claims against
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`Defendants in exchange for a $2,087,500 non-reversionary payment.15 The Agreement provides
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`that each class member will receive a share of the net settlement available to class members based
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`on a system of “Salary Points” and “Commission Points” calculated from their individual
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`employment records.16 Class members are expected to receive an average pre-tax award of
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`$14,000.17 The largest individual payment will exceed $60,000.18 The named plaintiff and class
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`representatives will also receive a service/incentive award—Peterson will receive $30,000 and
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`Shephard will receive $15,000.19
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`11 Dkt. 100 (Order Conditionally Certifying the Class).
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`12 Dkt. 300.
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`13 Dkt. 493. Of the 74 current class members, 73 are part of the Rule 23 class and 16 are part of
`the FLSA opt-in collective action class. Dkt. 494 at 7–8, 25 (Palmer Declaration).
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`14 Dkt. 477 (Motion for Preliminary Approval); Dkt. 494-1 (Settlement Agreement).
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`15 Dkt. 494-1 at 10 (Any settlement checks that are not cashed within six months will be
`redistributed to other class members who timely cashed their checks. After all checks are cashed,
`any residual settlement money will be distributed to a cy pres beneficiary, Alaska Legal Services
`Corporation, for the “provision of legal services on behalf of Alaskan employees.”).
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`16 Id. at 12–14; see also Dkt. 495 at ¶ 20 (Cofinco Declaration).
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`17 Dkt. 493 at 14; Dkt. 495 at ¶ 20.
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`18 Dkt. 493 at 14; Dkt. 495 at ¶ 20.
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`19 Dkt. 494-1 at 19–20.
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`3
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`B. Preliminary Approval
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`The Court preliminarily approved the Agreement on September 28, 2021.20 In doing so,
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`the Court approved the parties’ class settlement notice and the distribution schedule for the notices
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`and appointed CPT Group, Inc. (“CPT”) as the settlement administrator.21 CPT mailed the class
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`settlement notices to the class members on November 3, 2021.22
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`C. Exclusion Request
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`CPT received one untimely request for exclusion and no objections from the class
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`members.23 Class member Andra Brown initially submitted an exclusion request via email on
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`November 23, 2021, which CPT deemed invalid because the Settlement Agreement requires
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`requests for exclusion to be “personally signed.”24 On December 6, CPT notified Brown that her
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`request was improper. Brown mailed a signed request on December 21, after the deadline.25 CPT
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`deemed the request invalid because it had not been postmarked by the December 18 deadline.26
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`But after conferring, the parties agreed that Brown’s request should be deemed valid.27
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`20 Dkt. 480.
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`21 Id.
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`22 Dkt. 495 at 3. Seven of the 74 notices were initially returned. CPT re-mailed the seven notices,
`and none of those were returned to the sender. Id. at 4.
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`23 Dkt. 495-2 (Brown Email).
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`24 Id.
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`25 Dkt. 495-3 (Brown Letter) (the request was late because Brown was travelling).
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`26 Id. Brown’s request for exclusion was otherwise valid.
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`27 Dkt. 493 at 7; Dkt. 494 at ¶ 60.
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`D. Attorney’s Fees and Costs
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`Class counsel, Sanford Heisler Sharp, LLP, seeks $688,875 in attorney’s fees, one third of
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`the total settlement payment.28 Class counsel reports to have spent over 11,000 hours litigating this
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`case.29 Over the last nine years, class counsel has spent time and money:
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`investigating the legal and factual allegations of overtime violations affecting the
`Class Members; drafting the pleadings; engaging in extensive fact and expert
`discovery, which included reviewing and analyzing voluminous amounts of
`documents and data, taking and defending dozens of depositions, propounding
`written discovery and responding to Defendants’ extensive discovery requests
`(which required Class Counsel to spend substantial time gathering information
`from the Class Representatives and numerous Class Members), conducting meet
`and confer sessions with ACS’s counsel, litigating a number of discovery motions,
`and working with a damages expert to formulate an analysis of each Class
`Member’s damages and evaluate Defendants’ expert’s report; participating in
`multiple mediations; briefing successful motions for conditional certification of the
`FLSA collective action and Rule 23 certification of the class action; successfully
`opposing Defendants’ Rule 23(f) petition; opposing Defendants’ motion for
`summary judgment and the many other motions filed during this lengthy litigation;
`negotiating the terms of the Settlement Agreement; and seeking and obtaining
`preliminary approval.30
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`In addition, class counsel seeks reimbursement for $272,654.49 of out-of-pocket costs31 and
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`$12,500 for CPT’s settlement administration costs.32
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`28 Dkt. 484 at 6; Dkt. 493 at 10–11.
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`29 See Dkt. 485-1 (Time Summary); Dkt. 484 at 4; Dkt. 494 at 11.
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`30 Dkt. 484 at 4–5.
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`31 See Dkt. 485-2 (Itemized Case Expenses). Class counsel do not anticipate any further costs.
`Dkt. 484 at 11.
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`32 Dkt. 493 at 12 (Class counsel seeks $12,500 of the $15,000 agreed upon maximum amount for
`reimbursement of CPT’s costs under the Settlement Agreement).
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`III. LEGAL STANDARDS
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`A. Rule 23 Certified Class Action Settlements
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`Rule 23(e) provides that the “claims, issues, or defense of a certified class . . . may be
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`settled . . . only with the court’s approval.” District courts may approve certified class settlements
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`“only after a hearing and only on finding that it is fair, reasonable, and adequate.”33 A settlement
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`is fair, reasonable, and adequate if:
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`(A) the class representatives and class counsel have adequately represented the
`class;
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`(B) the proposal was negotiated at arm’s length;
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`(C) the relief provided for the class is adequate, taking into account:
`the costs, risks, and delay of trial and appeal;
`(i)
`(ii)
`the effectiveness of any proposed method of distributing relief to the
`class, including the method of processing class-member claims;
`the terms of any proposed award of attorney’s fees, including timing of
`payment; and
`any agreement required to be identified under Rule 23(e)(3); and
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`(D) the proposal treats class members equitably relative to each other.34
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`Before Rule 23 was amended to require the above analysis, the Ninth Circuit created its
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`(iii)
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`(iv)
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`own multi-factor test to evaluate the fairness of class action settlements. The test seeks to
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`“‘ensure[] that unnamed class members are protected from unjust or unfair settlements affecting
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`their rights, while also accounting for the strong judicial policy that favors settlements, particularly
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`33 Fed. R. Civ. P. 23(e)(2).
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`34 Id.
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`where complex class action litigation is concerned.”35 The factors, known as the Hanlon factors,
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`include:
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`(1) the strength of the plaintiffs’ case; (2) the risk, expense, complexity, and likely
`duration of further litigation; (3) the risk of maintaining class action status
`throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery
`completed and the stage of the proceedings; (6) the experience and views of
`counsel; (7) the presence of a governmental participant; and (8) the reaction of the
`class members to the proposed settlement.36
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`B. FLSA Collective Actions
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`FLSA collective action settlements have a “less discrete framework” for review than
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`Rule 23 class action settlements.37 Courts have “a ‘considerably less stringent’ obligation to ensure
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`fairness of the settlement in a FLSA collective action than a Rule 23 action because parties who
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`do not opt in are not bound by the settlement.”38 “In reviewing a[n] FLSA settlement, a district
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`court must determine whether the settlement represents a ‘fair and reasonable resolution of a bona
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`35 Campbell v. Facebook, Inc., 951 F.3d 1106, 1121 (9th Cir. 2020) (alterations in original)
`(internal quotations omitted) (quoting In re Hyundai & Kia Fuel Econ. Litig., 926 F.3d 539, 568
`(9th Cir. 2019) (en banc)).
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`36 Id. (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998). The factors, which
`predate the 2018 revisions to Rule 23, still apply. See, e.g., Greer v. Dick’s Sporting Goods, Inc.,
`2020 WL 5535399 at *2 (E.D. Cal. Sept. 15, 2020).
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`37 Millan v. Cascade Water Servs., Inc., 310 F.R.D. 593, 607 (E.D. Cal. 2015); see also McElmurry
`v. U.S. Bank Nat’l Ass’n, 495 F.3d 1136, 1139 (9th Cir. 2007).
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`38 Millan, 310 F.R.D. at 607 (quoting Hill v. R+L Carriers, Inc., 690 F. Supp. 2d 1001, 1009 (N.D.
`Cal. 2010)).
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`fide dispute.’”39 “A bona fide dispute exists when there are legitimate questions about ‘the
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`existence and extent of Defendant’s FLSA liability.’”40
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`C. Attorney’s Fees
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`Like the settlement itself, district courts have “an independent obligation to ensure that
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`[any attorneys’ fee] award . . . is reasonable, even if the parties have already agreed to an
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`amount.”41 “Because the relationship between class counsel and class members turns adversarial
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`at the fee-setting stage, district courts assume a fiduciary role that requires close scrutiny of class
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`counsel’s requests for fees and expenses from the common fund.”42 The Ninth Circuit provides a
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`non-exhaustive list of factors, sometimes called the Vizcaino factors, to evaluate the
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`reasonableness of attorney’s fee awards:
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`(1) the extent to which class counsel achieved exceptional results for the class;
`(2) whether the case was risky for class counsel; (3) whether counsel’s performance
`generated benefits beyond the cash settlement fund; (4) the market rate for the
`particular field of law; (5) the burdens class counsel experienced while litigating
`the case; and (6) whether the case was handled on a contingency basis.43
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`“Ultimately, district courts must ensure their fee awards are ‘supported by findings that take into
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`account all of the circumstances of the case.’”44
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`39 Selk v. Pioneer Mem’l Healthcare Dist., 159 F. Supp. 3d 1164, 1172 (S.D. Cal. 2016) (quoting
`Lynn’s Food Stores, Inc. v. U.S. Dep’t of Labor, Emp. Standards Admin., Wage & Hour Div., 679
`F.2d 1350, 1355 (11th Cir. 1982)).
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`40 Id. (quoting Ambrosino v. Home Depot. U.S.A., Inc., No. 11cv1319 L(MDD), 2014 WL 1671489
`(S.D. Cal. Apr. 28, 2014)).
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`41 Briseño, 998 F.3d at 1022 (alteration in original) (quoting Bluetooth, 654 F.3d at 941).
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`42 In re Optical Disk Drive Prods. Antitrust Litig., 959 F.3d 922, 930 (9th Cir. 2020).
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`43 Id.
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`44 Id. (quoting Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1048 (9th Cir. 2002)).
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`In addition, district courts “should scrutinize agreements for ‘subtle signs that class counsel
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`have allowed pursuit of their own self-interest . . . to infect the negotiations,’” even where class
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`certification has already occurred.45 The Ninth Circuit has identified three such “subtle signs” of
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`collusion:
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`(1) “when counsel receive[s] a disproportionate distribution of the settlement”;
`(2) “when the parties negotiate a ‘clear sailing arrangement,’” under which the
`defendant agrees not to challenge a request for an agreed-upon attorney’s fee; and
`(3) when the agreement contains a “kicker” or “reverter” clause that returns
`unawarded fees to the defendant, rather than the class.46
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`The existence of any of these signs in a class settlement agreement requires district courts to apply
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`“heightened scrutiny.”47
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`IV. ANALYSIS
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`A. The Proposed Attorney’s Fee and Costs Award is Reasonable
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`The Court finds $688,875 to be a reasonable attorney’s fee award for class counsel and that
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`class counsel should be reimbursed not more than $300,000 for the litigation costs it incurred in
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`prosecuting this case.48 To make this determination, the Court applies the Vizcaino factors, which
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`are typically used “when assessing requests for attorneys’ fees calculated pursuant to the
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`45 Briseño, 998 F.3d at 1022 (alteration in original) (quoting Bluetooth, 654 F.3d at 947).
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`46 Id. at 1023 (quoting Bluetooth, 654 F.3d at 947).
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`47 Id. at 1023–25.
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`48 Dkt. 484 at 6.
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`percentage-of-recovery method” and cross-checks its analysis with the lodestar method.49
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`Moreover, the Court does not detect any signs that Class Counsel has colluded.
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`At the outset, the Court finds that the requested attorney’s fees for class counsel do not
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`represent a disproportionate amount of the settlement proceeds. Where a settlement’s benefit to a
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`class is readily quantifiable, it is well within the trial court’s discretion to award attorney’s fees
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`based on a percentage of the common fund in lieu of calculating the lodestar amount, provided the
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`award does not result in a windfall for the attorneys.50 Here, the requested attorney’s fees represent
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`one-third of the Gross Settlement Amount (“GSA”).51 One-third of the GSA is typical given the
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`nature and claims in the case, the fact class counsel accepted the case on a pure contingency basis,
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`and the market rate in the Ninth Circuit.52 When cross-referencing the requested amount, the Court
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`also notes that 33 percent of the GSA represents a fraction of what would otherwise be the lodestar
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`amount. Class counsel spent over 11,000 hours litigating this case over the last decade and
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`estimates the lodestar value to be well over $6 million.53
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`49 In re Optical Disk Drive Products Antitrust Litigation, 959 F.3d at 930 (citing Vizcaino, 290
`F.3d at 1052); see also id. at 929 (“District courts have discretion to choose which method they
`use to calculate fees, but their discretion must be exercised to reach a reasonable result.”).
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`50 Bluetooth, 654 F.3d at 942.
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`51 Dkt. 484.
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`52 See, e.g., Aichele, 2015 WL 5286028, at *6 (“Attorneys regularly contract for contingent fees
`between 30% and 40%”); Vasquez v. Coast Valley Roofing, Inc., 266 F.R.D. 482, 491-92 (E.D.
`Cal. 2010) (approving award of approximately 33.3% of fund in wage and hour class action and
`recognizing such award as falling within the “typical range of acceptable attorneys’ fees in the
`Ninth Circuit.”).
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`53 Dkt. 493 at 22.
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`The Court also considers the extent to which class counsel achieved exceptional results for
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`the class when assessing the reasonableness of the proposed attorney’s fee award. Here, class
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`counsel set out to recover unpaid overtime wages, and the Settlement Agreement ultimately results
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`in a payment to each class member based on their work history with ACS. The Settlement
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`Agreement will provide meaningful relief to the class members. Although it is not determinative,
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`the Court finds it notable that not a single class member objected to the Settlement Agreement.
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`The terms of the Settlement Agreement ensure that class members will receive nearly one half of
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`the non-reversionary payment. The average class member is set to receive over $14,000, and the
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`highest payment to a class member is estimated to exceed $60,000.54 Further the settlement amount
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`paid to class members represents approximately one-third of the amount the Plaintiffs seek based
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`on ACS’s time stamped records.55 If the parties continue to litigate this case and ACS were to
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`prevail on its pending motion for summary judgment or during trial, the class members could risk
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`recovery altogether.
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`The Court also finds the risk class counsel undertook to litigate this case over the last
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`decade weighs in favor of a determination that the requested attorney’s fees are reasonable. In
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`addition to class counsel’s time, they “advanced over $270,000 of [their] own funds to cover
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`reasonable expenses in this matter.”56 By settling this case, Plaintiffs will avoid the risk and
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`expense of ongoing motions practice, including the pending motion for summary judgment filed
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`54 Dkt. 494 at ¶¶ 22, 24.
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`55 Id. at ¶¶ 15–16. Plaintiffs’ calculation that they are owed $3 million based on time-stamped
`records includes “overtime pay, liquidated damages, and pre-judgment interest.” Dkt. 484 at 10.
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`56 Dkt. 484 at 16.
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`by ACS and an anticipated motion to decertify the class.57 It is not unreasonable for the Plaintiffs
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`to be concerned that a trial could be a costly endeavor without any guarantee of success.
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`Moreover, the Court does not detect “subtle signs that class counsel have allowed pursuit of
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`their own self-interest . . . to infect the negotiations.”58 Here, the Court does not find that class
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`counsel will receive a disproportionate distribution of the settlement, nor does the stipulated
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`agreement include a “clear sailing arrangement” or a “kicker” or “reverter” clause.59
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`Based on the extensive fact and expert discovery conducted in this case and the substantive
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`motion practice, the Court further concludes that class counsel’s request to be reimbursed for its
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`expenses up to $300,000 is reasonable.
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`Based on the above analysis, the Court determines class counsel’s fee and costs request is
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`reasonable and GRANTS Plaintiffs’ Attorney’s Fees Motion at Docket 484.
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`B. The Settlement Agreement is fair, reasonable, and adequate pursuant to Rule 23(e)
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`The Court finds that the Settlement Agreement meets both the Ninth Circuit’s Hanlon
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`factors and the Rule 23(e) criteria.
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`1. The Hanlon Factors
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`All but one of the Hanlon factors weigh heavily in favor of a conclusion that the Settlement
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`Agreement is fair, reasonable, and adequate. Factors (1) and (2), the strength of the plaintiffs’ case
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`and the risk, expense, complexity, and likely duration of further litigation, weigh in favor of
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`settlement. The parties have been litigating this case since 2012. As the Plaintiffs argue, a trial
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`57 Id. at 11.
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`58 Briseño, 998 F.3d at 1022 (alteration in original) (quoting Bluetooth, 654 F.3d at 947).
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`59 Id. at 1023 (quoting Bluetooth, 654 F.3d at 947).
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`would expose them to substantial risks because ACS continues to contest liability and damages
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`and ACS has threatened to move to decertify the class.60 If the case did not settle, the parties would
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`face a pending motion for summary judgment and an estimated four-week trial.61 By settling this
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`case, the Plaintiffs avoid the risk and expense of further litigation, which would likely cut into any
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`hypothetical recovery class members may ultimately receive. The plaintiffs concede that the
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`resources required to further litigate these issues “could very well outweigh any added recovery
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`obtained through continued litigation.”62 Settlement appears to present meaningful monetary
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`compensation to the class members while also avoiding additional costs and the risk of loss at trial.
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`Settlement at this time therefore satisfies Hanlon factors (1) and (2).
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`Factor (3), the risk of maintaining class action status throughout the trial, also weighs in
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`favor of settlement. Ongoing litigation could risk class decertification as ACS has threatened.63
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`Settlement obviates any such risk and satisfies factor (3).
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`The Court also finds that factor (4), the amount offered in settlement, weighs in favor of
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`settlement. As the Court has already noted in this order, the Settlement Agreement offers an
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`average pre-tax award of $14,000 to class members, with the largest individual payment to exceed
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`$60,000.64 Plaintiffs assert this amount provides “meaningful redress” to the class members.65
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`60 Dkt. 493 at 13–15; see also Dkt. 459 at 21–35 (ACS Motion for Summary Judgment).
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`61 Id.
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`62 Dkt. 493 at 15.
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`63 Id. at 14.
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`64 Id.; Dkt. 495 at ¶ 20.
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`65 Dkt. 493 at 15.
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`Plaintiffs also argue that the $2,087,050 sum is fair, reasonable, and adequate when viewed
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`in total. After receiving ACS’s expert report on damages and using only time-stamped work data,
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`Plaintiffs’ damages expert estimated the class members’ total FLSA and AWHA damages to be
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`approximately $3 million, including liquidated damages and pre-judgment interest.66 Plaintiffs
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`argue that the proposed settlement amount is fair as a whole because it comprises approximately
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`70 percent of their damages expert’s $3 million estimate and approximately 25 percent of the best-
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`case scenario $8.5 million estimate. Ninth Circuit courts have found settlement agreements
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`comprising between one and 35 percent of the total damages to be fair settlement amounts.67
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`Next, the Court finds clear evidence that Factor (5), the extent of discovery completed and
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`the stage of the proceedings, weighs in favor of final approval. Plaintiffs have litigated this case
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`for nearly ten years. The parties completed extensive fact discovery and were approaching the end
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`of expert discovery.68 Over the course of this case the parties collectively produced over 190,000
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`pages of documents and conducted at least 30 depositions, with Plaintiffs conducting 18.69 Given
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`the extensive discovery completed, factor (5) weighs in favor of final approval.
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`Finally, factors (6) and (8), the experience and views of counsel and the reaction of class
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`members to the proposed settlement, weigh in favor of final approval. The Court has repeatedly
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`recognized that class counsel are experienced and support the Settlement Agreement.70 As
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`experienced class counsel, the Court finds that their opinions and recommendations regarding the
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`66 Dkt. 494 at ¶¶ 33–34.
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`67 Id. at 16–18.
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`68 Dkt. 494 at ¶ 30; see also Dkt. 493 at 18 (quoting Dkt. 480 at 2).
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`69 Dkt. 494 at 8.
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`70 Id. at 18 (quoting Dkt. 480 at 2).
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`fairness of class settlements are entitled to “great” or “considerable weight.”71 Separately, none of
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`the 74 class members object to the settlement, and only one class member has requested exclusion
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`from it. Even factoring in the single exclusion request, the settlement will feature a 98.5 percent
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`participation rate.72 This participation rate constitutes “a resounding endorsement of the Settlement
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`Agreement and counsels heavily in favor of granting final approval.”73 Because no class members
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`object to the settlement and only one member has opted out, the class members’ reaction to the
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`settlement in this case is substantially positive. Factors (6) and (8) therefore weigh in favor of final
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`approval.
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`Finally, the Court notes that factor (7), the presence of a governmental participant, does
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`not apply to its analysis.
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`2. Rule 23(e)
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`The settlement also satisfies the remaining Rule 23(e) criteria not contemplated in the
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`Hanlon factors. First, the class representatives and class counsel have adequately represented the
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`class members. In its 2018 order certifying the class, the Court found that Plaintiffs and class
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`counsel would adequately represent the class members.74 In the absence of new conflicts of interest
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`or lack of diligent representation, this criterion is met. Second, there is no indication that the parties
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`failed to negotiate at arm’s length. The parties reached a settlement following a two-day mediation
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`after years of litigation.75 Third, the relief appears adequate when considering the costs, risks, and
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`71 Id. at 19.
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`72 Id. at 7.
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`73 Dkt. 493 at 20.
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`74 Dkt. 300 at 27–28.
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`75 Dkt. 494-1 ¶ at 41 (Joint Stipulation of Class Settlement and Release).
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`delay of trial and appeal. In large part, the Plaintiffs will obtain the relief they initially sought—
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`monetary damages in the form of “unpaid wages and liquidated damages” pursuant to FLSA and
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`AWHA, pre- and post- judgment interest, and attorney’s fees and costs.76 The Settlement
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`Agreement provides monetary relief to the Plaintiffs and attorney’s fees and expenses.77 Fourth,
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`there is no indication that the method of distributing class members’ payments will be ineffective.
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`In fact, the Settlement Agreement appears to maximize payments to class members.78 The
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`settlement administrator will calculate and mail each class member their settlement payment,
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`including any redistributions of other members’ uncashed checks, without requiring class members
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`to file claims.79 Two rounds of distribution of settlement payments are intended to maximize
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`payments to class members. Finally, as the Court found above, class counsel’s requested attorney’s
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`fees are reasonable.
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`Consistent with the Court’s order granting Rule 23 class certification in August 2018,80 but
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`for settlement purposes only, the Court issues the following findings with regards to the Rule 23
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`Class:
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`a. Plaintiffs satisfy the numerosity requirement under Federal Rule of Civil Procedure
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`23(a)(1);
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`b. Plaintiffs satisfy the commonality requirement under Federal Rule of Civil Procedure
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`23(a)(2);
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`76 Dkt. 52 at 19–20.
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`77 Dkt. 494-1 at 12–21.
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`78 See Dkt. 495-1 (Notice of Settlement).
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`79 Dkt. 478-1 at 12–15; Dkt. 493 at 22.
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`80 See Dkt. No. 300.
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`c. Plaintiffs satisfy the typicality requirement under Federal Rule of Civil Procedure
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`23(a)(3);
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`d. Plaintiffs satisfy the adequacy requirement under Federal Rule of Civil Procedure
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`23(a)(4); and
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`e. Plaintiffs satisfy the predominance and superiority requirements under Federal Rule of
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`Civil Procedure 23(b)(3).
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`For purposes of settlement only, pursuant to Federal Rule of Civil Procedure 23, the Court
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`approves final certification of the Rule 23 Class, defined as:
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`All current and former full-time exempt employees who worked for ACS in the job
`position which is currently titled “Client Account Manager (I, II, or III)” or “Sr.
`CAM” (formerly known as “Account Executive” or, in the case of the
`Carrier/Federal group, “Senior Manager”), in the ACS Anchorage office at any
`point between April 30, 2010 and March 14, 2019, with the exception of Sean
`Lindamood.
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`C. The Settlement Agreement Comports with the FLSA
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`The Court also approves the Settlement Agreement pursuant to the FLSA. The framework
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`for evaluating FLSA settlements is “less discrete” than for Rule 23 class actions. The FLSA
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`requires courts to evaluate whether a proposed resolution is a fair and reasonable resolution of a
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`bona fide dispute. The Court previously certified Plaintiffs’ conditional collective action class
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`under the FLSA.81 The Court now independently finds that the Settlement Agreement represents
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`a fair and reasonable resolution of a bona fide dispute. First, the parties insist there remain “some
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`doubt . . . that the plaintiffs would succeed on the merits” at trial.82 ACS continues to contest
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`liability and damages based on legal and fact-based theories as outlined in its unresolved motion
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`81 Selk, 159 F. Supp. 3d at 1172 (quoting Lynn’s Food Stores, Inc., 679 F.2d at 1355).
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`82 Id. (quoting Collins v. Sanderson Farms, 568 F. Supp. 2d 714, 719–20 (E.D. La. 2008)).
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`for summary judgment.83 Second, based on the Court’s Rule 23 analysis above, the Court finds
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`that the stipulated agreement represents a fair and reasonable resolution of the case. Furthermore,
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`it is not apparent that the Plaintiffs will succeed on the merits or receive a better recovery if the
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`case proceeds to trial.84
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`Because there remains a bona fide issue and the stipulated settlement represents a fair and
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`reasonable resolution, the Court APPROVES the Settlement Agreement pursuant to the FLSA.
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`The Court makes the following findings for settlement purposes only:
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`The FLSA Collective Members share a similar issue of law or fact material to the
`disposition of their FLSA claims, including the shared issue of whether ACS
`misclassified them as exempt from overtime under the FLSA.
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`For purposes of settlement only, pursuant to 29 U.S.C. § 216(b), the Court also approves
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`final certification of the FLSA Collective Action, defined as:
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`All current and former full-time exempt employees who worked for ACS in the job
`position which is currently titled “Client Account Manager (I, II, or III)” or “Sr.
`CAM” (formerly known as “Account Executive” or, in the case of the
`Carrier/Federal group, “Senior Manager”), in the ACS Anchorage office who filed
`a consent to join form to participate in the FLSA collective action and neither
`subsequently withdrew from the collective action nor