IN THE UNITED ST ATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

ALMA BOJORQUEZ, JAKE V ALLANTE, 

MATTHEW ALLAN and BRIELLE 

BRATTON, individually, and on behalf of all 

others similarly situated, 

Plaintiffs, 

vs. 

ABERCROMBIE & FITCH CO.; 

ABERCROMBIE & FITCH STORES, INC.; 

and DOES 1 through 10, inclusive, 

Defendants. 

And Related Case 

ALEXANDER BROWN and ARIK SILVA, 

individually, and on behalf of all others 

similarly situated, 

Plaintiffs, 

vs. 

ABERCROMBIE & FITCH CO.; 

ABERCROMBIE & FITCH STORES, INC.; 

and DOES 1 through 10, inclusive, 

Defendants. 

Case No. 2:16-cv-00551 -MHW-EPD 

JUDGE MICHAEL H. WATSON 

MAGISTRATE JUDGE ELIZABETH 

PRESTON DEAVERS 

Case No. 2:l 7-cv-01093-MHW-EPD 

JUDGE MICHAEL H. WATSON 

MAGISTRATE JUDGE ELIZABETH 

PRESTON DEAVERS 

JOINT MOTION FOR PRELIMINARY APPROVAL OF CLASS AND COLLECTIVE 

ACTION SETTLEMENT 

Representative Plaintiffs Jake Vallante, Matthew Allan, and Brielle Bratton in the matter 

of Bojorquez, et al. v. Abercrombie & Fitch Co., et al., case number 2:16-cv-00551 -MHW-EPD 

("Bojorquez action"), and Plaintiffs Alexander Brown and Arik Silva in the matter of Brown, et 

al. v. Abercrombie & Fitch Co., et al. , case number 2:17-cv-01093-MHW-EPD ("Brown 

action"), jointly with Defendants Abercrombie & Fitch Co. and Abercrombie & Fitch Stores, 

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Inc. ("Defendants" or "Abercrombie"), hereby move for approval of the parties' settlement of the 

claims asserted in these actions (a copy of the Settlement Agreement is attached as Exhibit 1 to 

the Declaration of Randall B. Aiman-Smith, submitted herewith). 

These cases, collectively brought on behalf of approximately 258,000 non-exempt, 

largely minimum-wage Abercrombie employees, allege that Abercrombie forced its employees 

to purchase clothing as a condition of their employment, and then refused to reimburse the 

attendant expense, causing the employees' wages to fall below the applicable minimum wage, in 

violation of the Fair Labor Standards Act and the laws of California, New York, Florida, and 

Massachusetts. The cases have been litigated for years and, after extensive written discovery, 

thirty-nine depositions, motion practice (including class certification in the Brown case), and 

mediation efforts, have been resolved on terms the parties strongly believe represent the fair, 

reasonable, and adequate resolution of this bona fide legal dispute. Accordingly, the parties 

respectfully request that this Court grant the parties' motion and issue an Order: 

(1) preliminarily approving the parties' Settlement Agreement as being fair, 

reasonable, and adequate; 

(2) preliminarily approving the form, manner, and content of the parties' proposed 

Class Notice and Claim Form; 

(3) setting the date and time of the final approval hearing; 

(4) provisionally certifying the New York, Florida, and Massachusetts, subclasses in 

the Bojorquez matter under Rule 23 of the Federal Rules of Civil Procedure for 

settlement purposes only; 

(5) preliminarily approving an FLSA collective action for settlement purposes only 

pursuant to 29 U.S.C. § 216(b); 

(6) appointing Plaintiffs Jake Vallante, Matthew Allan, and Brielle Bratton as the 

class and collective action representatives in the Bojorquez matter and Plaintiffs 

Alexander Brown and Arik Silva as class representatives in the Brown matter, for 

settlement purposes; and 

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(7) appointing the law firm of Aiman-Smith & Marcy PC as class counsel. 

This Motion is based on the accompanying Memorandum of Points and Authorities, the 

Declaration of Randall B. Aiman-Smith, the attached exhibits, and all other records, pleadings 

and papers on file in this action. 

A proposed Order is submitted for the Court's consideration. 

Dated: January 24, 2018 

Dated: January 24, 2018 

LA 133453563v6 

Respectfully submitted: 

Isl Randall B. Aiman-Smith 

Randall B. Aiman-Smith (admitted Pro Hae Vice) 

Aiman-Smith & Marcy, PC 

7677 Oakport Street, Suite 1020 

Oakland, California 94621 

Telephone: 510-562-6800 

Facsimile: 510-562-6830 

Email: ras@asmlawyers.com 

Attorneys for Plaintiffs and the Class 

Isl Mark D. Kemple 

Mark Kemple (admitted Pro Hae Vice) 

John R. Richards 

Greenberg Traurig, LLP 

1840 Century Park East, Suite 1900 

Los Angeles, California 90067 

Telephone: 310-586-7700 

Facsimile: 310-586-7800 

Email: kemplem@gtlaw.com 

Attorney for Defendants Abercrombie & Fitch Co. 

and Abercrombie & Fitch Stores, Inc. 

Attorneys for Defendants 

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I. INTRODUCTION 

Plaintiffs sued Defendants Abercrombie & Fitch Co. and Abercrombie & Fitch Stores, 

Inc. ("Defendants" or "Abercrombie") in two cases, on behalf of putative classes of 

approximately 258,000 non-exempt, largely minimum-wage, Abercrombie retail employees. In 

each case, Plaintiffs allege that Abercrombie forced its employees to purchase clothing as a 

condition of their employment, and then failed to reimburse the attendant expenses, thereby 

causing the employees' wages to fall below the applicable state and/or federal minimum wage. 

The Brown action, filed in California in 2013 and certified as a Rule 23 class action in July 2015, 

alleged that these practices violated California law. The related and broader Bojorquez action, 

filed in California in 2015 and transferred to this Court in December 2015, alleged that the 

policies violate the Fair Labor Standards Act ("FLSA") and the laws of certain states. 

Plaintiffs believe that Brown was properly certified and that they have a strong case on 

the merits. Defendants adamantly deny that Plaintiffs' claims have merit and submit that even if 

they did, they could not be adjudicated on the merits on a class basis given the individualized 

proofs necessary on the elements of those claims. Defendants contend that the central theory of 

Plaintiffs' case-the supposed "coerced" purchase of garments- turns on why a given class 

member bought a particular garment, a question that even in its certification order the Brown 

court conceded presented a "fairly individualized inquiry." Brown v. Abercrombie & Fitch Co., 

No. CV14-1242 (JGB) (VBKx), 2015 WL 9690357, at *20 (C.D. Cal. July 16, 2015). They 

contend that, apart from posted policies stating that purchase of company clothing was not 

required, each purchase in question was accompanied by a verified statement by the employee 

that purchase was voluntary, and not at the direction of Abercrombie. (See, e.g., Declaration of 

Mark D. Kemple, ("Kemple Deel."), Ex. 4, Def. 5/17/17 Med. Brief, at Exs. 1-8.) Defendants 

cannot conceive of a common proof set that could show on a class-wide basis that each class 

member (including those who never purchased Abercrombie clothing, and those who testified 

under oath they did not feel coerced to do so, and instead purchased items for personal use, for 

friends, and simply because they loved the clothes, which were offered at an enormous discount 

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to them) was somehow improperly coerced by Abercrombie to purchase company clothing. 

Thus, it is these two strong positions, which would require years of additional litigation, that 

support finding a compromise through settlement and approval thereof. 

After years of extensive litigation, discovery, and mediation efforts, including thousands 

of pages of written discovery, thirty-nine depositions, class certification over vigorous opposition 

in the Brown action, and two in-depth mediation sessions and numerous follow-up discussions 

with highly respected mediator Hunter Hughes III, the parties reached a proposed Settlement 

Agreement ("Agreement") resolving both cases. (See Declaration of Randall B. Aiman-Smith 

("Aiman-Smith Deel."), Ex. 1.)The Agreement offers twenty-five million.dollars ($25,000,000) 

in consideration to the proposed settlement class and collective members. 

As discussed herein, the settlement should be approved because it is a "fair, reasonable, 

and adequate" resolution of a bona fide legal dispute. Int'! Union, United Auto., Aerospace, & 

Agr. Implement Workers of Am. v. Gen. Motors Corp., 497 F.3d 615, 619 (6th Cir. 2007) 

(hereinafter "VA W'') (discussing approval of a class action settlement under Federal Rule of 

Civil Procedure 23); see also Vigna v. Emery Fed Credit Union, No. 1:15-cv-51, 2016 WL 

7034237, *3 (S.D. Ohio Dec. 2, 2016) (applying same factors to approve FLSA settlement). 

II. SUMMARY OF THE LITIGATION AND SETTLEMENT EFFORTS. 

A. Class and Collective Action Allegations and Defenses. 

Plaintiffs in the Brown action, on behalf of approximately 62,000 non-exempt 

Abercrombie employees, allege that, as a matter of unwritten national policy, Abercrombie 

required its employees to purchase clothing as a condition of their employment and refused to 

reimburse them for those costs. Plaintiffs allege that this policy violates various California wage 

and hour laws, including those requiring employers indemnify employees for business expenses, 

pay minimum wage, and provide accurate wage statements. According to Plaintiffs, these 

violations give rise to claims for restitution, damages, liquidated damages, and statutory and civil 

penalties. Plaintiffs in the broader Bojorquez action assert similar claims on behalf of 

approximately 196,000 non-exempt Abercrombie employees in the rest of the country, alleging 

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that the same policies deprived them of reimbursement and compensation in violation of the 

FLSA and in violation of the wage and hour laws of New York, Florida, and Massachusetts. 

Plaintiffs' allegations are grounded on, among other things, statements by Abercrombie upper 

management that its employees are its primary marketing tool, formal and informal company 

systems "pushing" employee purchases, including emails from senior management and 

statements on training calls applying pressure on employees to purchase Abercrombie products. 

Defendants vehemently deny Plaintiffs' allegations. As their attached mediation briefs 

discuss in detail, Defendants contend that the evidence- and particularly the evidence adduced 

after class certification in the Brown case-makes clear that neither Brown nor Bojorquez could 

be properly adjudicated on the merits-the elements of the claims--on a class basis. (See 

Kemple Deel., Exs. 3 & 4, Def. 5/17 /17 Med. Brief and Def. 9/13/17 Med. Brief with exhibits.) 

Abercrombie's policies, which putative class members repeatedly received and acknowledged in 

numerous signed writings, including every time they purchased Abercrombie clothing, expressly 

state that employees are not required to purchase company clothing. (See, e.g., id., Ex. 3, Def. 

5/17/17 Med. Brief at pp. 11-17 and Exs. 1-8; id. Ex. 4, Def. 9/13/17 Med. Brief at pp. 2-5, and 

Exs. A-H.) Further, Defendants assert that the testimony by putative class members, including 

some of those who provided declarations to support Plaintiffs' bid for class certification, makes 

clear that a very high percentage of class members did not feel they were required to purchase 

Abercrombie clothing, and that any such inquiry is itself highly individualized and not subject to 

common proof. (See id. , Ex. 4, Def. 9/13/17 Med. Brief at pp. 4-5, 13-26 and exhibits I-BB.) 

Defendants further argue that the fact that thousands of putative class members subject to these 

alleged "coercive" practice never made a purchase at all during their years of employment with 

Abercrombie, demonstrates that no common proof exists to show--on a class-wide basis- that 

purchases of clothing were coerced (rather than made for personal reasons). 

Defendants further contend that even if a court could be convinced to attempt a classwide trial of such issues, the damages and penalties available are a tiny fraction of what Plaintiffs 

rmagme. Plaintiffs' theory of recovery included nearly all purchases of clothing; whereas 

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Defendant argued that items purchased with the subjective intent to use only outside work, 

clothing purchased to give as a gift, and any items in excess of a few hundred dollars, could not 

possibly constitute valid claims, since even assuming employees felt coerced to purchase enough 

Abercrombie clothing to wear to every shift, there is no reason for purchases in excess of that 

amount (particularly in light of the significant discount associates received). These reduced 

figures would have to be further reduced to account for the value the class member received, 

reducing the total to an insignificant figure. (See Ex. 4, Def. 9/13/17 Med. Brief at p. 30-34.) 

B. Procedural History, Mediations, and Resolution. 

Plaintiffs filed the Brown action on September 16, 2013, in Alameda County (California) 

Superior Court. On November 8, 2013, Abercrombie removed the action to the United States 

District Court for the Northern District of California (Case no. 4:13 -cv-05205-YGR) and, on 

February 14, 2014, the case was transferred to the United States District Court for the Central 

District of California, see Brown v. Abercrombie & Fitch Co., N.D. Cal. No. 4:13-CV-05205 

YGR, 2014 U.S. Dist. LEXIS 19414 (Feb. 14, 2014), where it was assigned the new case number 

2: 14-cv-01242-JGB-VBK. 

Following extensive discovery, Plaintiffs moved for class certification, which 

Abercrombie opposed. On July 16, 2015, the Court in the Brown action certified four classes 

pursuant to Rule 23. See Brown v. Abercrombie & Fitch Co., C.D. Cal. No. CV 14-1242 JGB 

(VBKx), 2015 U.S. Dist. LEXIS 176214 (July 16, 2015). 

Plaintiffs thereafter filed the similar, but broader, Bojorquez action on December 15, 

2015, in the United States District Court for the Central District of California (Case No. 2:15-cv09651 -FMO-AGR), alleging violations of the FLSA on behalf of a nation-wide class, as well as 

violations of the labor laws of three states - California, Massachusetts, and Florida - each on 

behalf of a state-wide class. Plaintiffs filed a First Amended Complaint on February 26, 2016. 

On June 16, 2016, the California federal Court found the Bojorquez action related to the 

Brown action and ordered it transferred to this Court, noting that the actions "clearly share[] a 

common nucleus of operative facts" and involve "the same transaction or series" of transactions. 

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Bojorquez v. Abercrombie & Fitch, Co., 193 F.Supp.3d 1117 (C.D. Cal. 2016). 

On July 28, 2016, Plaintiffs filed a Second Amended Complaint in the Bojorquez action 

expanding the lawsuit to add a putative class of New York employees for violations of New 

York state law, based on the same allegations regarding unreimbursed and compelled purchases. 

[Bojorquez v. Abercrombie & Fitch Co., Case No. 2:16-cv-551 -MWH-TPK Dkt. No. 48-2.] In 

Spring 2017, the actions were stayed to pursue mediation with Hunter Hughes III [id., Dkt. No. 

59; Brown, Case No. 2:14-cv-01242-JGB-E, Dkt. No. 136], and on May 23, 2017, the parties had 

a productive, full-day mediation session, but the case did not settle. (Airnan-Smith Deel, ,r2.) 

The parties requested the stay to remain in place in Bojorquez, and on June 6, 2017, the Court 

lifted the stay in Brown and the parties commenced merits discovery. [Brown, Case No. 2:14-cv01242-JGB-E, Dkt. No. 139.] Abercrombie propounded written discovery and took the 

deposition of ten additional class members, bringing the total number of deponents in that action 

to thirty-nine. (Aiman-Smith Deel, ,r4.) In addition, the parties collected and exchanged the 

declarations of 147 class and putative class members. (Id.) 

On September 18, 2017, the parties engaged in another full-day mediation with Mr. 

Hughes and signed a Memorandum of Understanding. (Id. ,rs.) That was followed by three 

months of negotiations between the parties, calls with the mediator, and a third in-person 

negotiation session, this time in Los Angeles. (Id. ,r,r 6, 7.) After these extensive negotiations, 

the parties finally reached agreement, and on December 12, 2017, executed a final Settlement 

Agreement (id., ,r,r 8, 9; Ex. 1), which takes into consideration the disputed potential liability, the 

wide range of potential recovery, and the uncertainties and expense of protracted litigation. The 

parties believe, and the mediator agreed, that it is in the best interests of all parties and the 

putative settlement class and collective members, to resolve the actions on these terms. 

On December 12, 2017, the parties in Brown stipulated that the action be transferred to 

this Court pursuant to 28 U.S.C. § 1404(a), and the Central District of California court did so the 

next day. See Case No. 2:14-cv-01242-JGB(Ex), Docket No. 152-153. That stipulation and 

Order correctly notes that these actions and the settlement of them, are inextricably intertwined: 

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The various plaintiffs in each of these actions are represented by the same 

counsel, as are the Defendants (who are identical in each action). As this Court 

ruled on June 16, 2016, the Brown and Bojorquez Actions: 

• "clearly share[] a common nucleus of operative facts" ; and 

• involve "the same transaction or series" of transactions. 

[Bojorquez Action, Case No. 2:15-cv-09651 -JGB-AGR (C.D. Cal.), Dkt. No. 

38.] Though the Bojorquez action originally was pending before this Court, and 

related to the Brown action, the Bojorquez action was transferred from this Court 

to the United States District Court for the Southern District of Ohio, within the 

only State in which Defendants are subject to general jurisdiction (and can be 

sued nationally and for non-forum based activities). [Id.] 

The Brown action is the smaller of the two actions. It involves persons 

who worked for Defendants in California - though many of the persons in the 

Brown action also are putative class members in the Bojorquez action, as they 

also worked for Defendants in a State other than California within the past seven 

years. In total, the Brown action involves approximately 62,000 persons. 

In contrast, the Bojorquez action involves putative class actions under 

state laws in New York, Florida and Massachusetts, and includes a national 

FLSA collective action covering the remaining States. In total, the Bojorquez 

action pertains to more than 176,000 persons, also including approximately 

94,000 putative class members. As such, it is more than 2.5 times the size of the 

Brown action. 

When combined, these actions allege the same claimed wrongdoing 

across all 50 States. 

Given the integrated nature of the claims within these actions (indeed, as 

noted, many persons are parties or putative parties to both of these actions), the 

parties have negotiated a single. integrated, nationwide settlement of these 

actions. [Id. ( emphasis in original).] 

On December 14, 2017, the transfer of the Brown case was complete and case number 

2:17-cv-01093-MHW-EPD was assigned. [Brown v. Abercrombie & Fitch Co., Case No. 2:17-

cv-01093-MWH-EPD, Dkt. No. 154.] On December 19, 2017, the Brown and Bojorquez cases 

were related and assigned to Magistrate Judge Elizabeth Preston Deavers for further 

proceedings. [Id., Dkt. No. 157.] On December 20, 2017, the Brown and Bojorquez cases were 

stayed pending approval of the final Settlement Agreement. [id., Dkt. No. 158; Bojorquez v. 

Abercrombie & Fitch Co., Case No. 2:16-cv-551-MWH-EPD, Dkt. No. 72.] 

III. THE PROPOSED SETTLEMENT. 

Because the Settlement Agreement (Aiman-Smith Deel., Ex. 1) contains the full terms of 

the settlement for the Court's review, only the most salient points are set forth here. Briefly, the 

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Agreement provides for a fund of twenty-five million dollars ($25,000,000) allocated as follows: 

(a) $16,677,500 for payment of timely claims made by class/collective members under the terms 

of the Settlement, including employer payroll taxes on such payments in exchange for a Release 

given by Settlement Members (25% of payment made to Class and Collective Members shall be 

deemed wages, 75% will be deemed reimbursement, interest, and penalties); (b) $7,500,000 for 

payment of class counsel's attorney fees; (c) $250,000 for class counsel's costs; (d) $35,000 total 

for class representative enhancement payments; (e) $500,000 for claims administration costs; and 

(f) $37,500 to the State of California for its 75% share of the $50,000 of the settlement fund 

allocated for settlement of the Private Attorney General Act ("PAGA") claims (Cal. Labor Code 

§2699(i)). Sums not awarded by the Court will be retained by Defendant. 

Settlement Classes. Due to the combination of state law and FLSA claims, the 

settlement classes of the Brown and Bojorquez cases include approximately 258,000 individuals 

(176,000 putative class members/82,000 FLSA collective members) based on these definitions: 

(1) All persons employed by Abercrombie as non-exempt, hourly, nonmanagement employees at an Abercrombie & Fitch, Abercrombie Kids, Hollister, 

and/or Gilly Hicks store in New York, Florida, Massachusetts, or California 

during all or part of the applicable "Class Period" for the state in which the 

individual was employed as set forth below: 

in New York, for any time period between December 15, 2009, and 

[ date of preliminary approval]; 

in Florida, for any time period between December 15, 2010, and [date of 

preliminary approval]]; 

in Massachusetts, for any time period between December 15, 2012, and 

[date of preliminary approval]; 

in California, between September 16, 2009, and [date of preliminary 

approval]. 

(2) All persons employed by Abercrombie in the United States as non-exempt, 

hourly, non-management employees at any Abercrombie & Fitch, Abercrombie 

Kids, Hollister, and/or Gilly Hicks store at any time between March 24, 2014, and 

[date of preliminary approval] (the "FLSA Collective Action Period"), excluding 

those individuals who worked for Abercrombie exclusively at a store within the 

State of California during that time period. 

Notice. Notice will be provided through direct mail notice and will include various 

forms (see Aiman-Smith Deel., Ex. 1 at Exs. A - E). The Notice advises the settlement class and 

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collective members of the material terms of the settlement (including the full Release language), 

the procedure, deadlines, and instructions for how to participate in, opt out, or object to the 

settlement. It provides detailed notice to the class and collective members, including: 

Claim Process. Class and collective members will receive with the Notice a 

Participation Form post-card, which they will sign and return. Thereafter, participating members 

will log in to the settlement website to select from a list of items they purchased while employed 

by Abercrombie the items they contend they were forced to purchase. 1 

Settlement Payment Procedure. Individual settlement payments will be made out of 

the net settlement proceeds of $16,677,500 pursuant to the calculations in the Agreement, and 

will be funded (along with the amounts for payroll taxes, class counsel's attorney fees, class 

counsel's costs, class representative enhancement payments, and PAGA payments to the 

L WDA) within 10 calendar days of the effective date, if the settlement becomes final. 

Settlement payments will be distributed by the claims administrator within 20 days after funding. 

Ten days after distribution, Defendants will pay administrative costs up to $500,000. 

Opting Out. Settlement Members who wish to be excluded from the settlement must 

submit an Election to Opt-Out Form (enclosed in the Notice Packet) to the Claims Administrator. 

Objecting. A settlement member may object to any provision of the settlement by 

following the procedure set forth in the Notice Packet. Any settlement member who does not 

object pursuant to that procedure will be deemed to have waived his or her objections. 

Incentive Award to Class Representatives. At final approval, Plaintiffs will apply to 

the Court and present evidence in support of named representative incentive awards for the 

named Plaintiffs totaling up to $35,000. Defendants do not oppose this request. 

Attorneys' Fees and Costs. At final approval, class counsel will apply to the Court for a 

total award of $7,500,000, which constitutes thirty percent (30%) of the common settlement 

amount plus costs. Plaintiffs will present evidence at final approval that the fee is reasonable 

1 Given the number of claimants, and that purchase logs are lengthy, individually printing and 

mailing of each log is impractical. Instead, each claimant is provided a link to his/her log. 

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under the applicable law. Class counsel will also apply for litigation costs it incurred in the 

litigation and settlement of the cases, not to exceed $250,000. Defendants do not oppose this 

request. The amount of fees and costs sought will be disclosed in the Class Notice. 

Claims Administration Costs. Administration costs include the costs arising from 

creating a website, printing, distributing, and tracking documents for the settlement, and 

executing the other duties set forth in the Agreement. Costs exceeding $500,000, if any, will be 

split evenly between Defendants and class counsel, unless otherwise agreed. 

IV. THE PROPOSED SETTLEMENT IS FAIR, REASONABLE, AND ADEQUATE 

AND SHOULD RECEIVE PRELIMINARY APPROVAL. 

The parties respectfully request that the Court enter the accompanying proposed order 

preliminarily approving the parties' settlement. As discussed herein, the proposed settlement is 

the fair, reasonable, and adequate resolution of a bona fide dispute, and the settlement classes 

and FLSA collective class can and should provisionally be certified for settlement purposes only. 

A. The Settlement Is a Fair, Reasonable, and Adequate Resolution of Bona Fide 

Legal Dispute. 

1. Legal Standard: The Seven "Fairness" Factors. 

Rule 23(e) of the Federal Rules of Civil Procedure requires judicial approval for any 

compromise of claims brought on a class-wide basis. The rule outlines a two-step process by 

which district courts must first determine whether a proposed class action settlement warrants 

preliminary approval and then, after notice of the settlement is given to class members, whether 

final approval is justified-i.e., whether it is "fair, reasonable, and adequate." See Fed. R. Civ. 

P. 23(e); Manual for Complex Litigation (Third)§ 30.41. 

The preliminary determination by the court does not rise to that of "a fairness hearing ... 

rather [it] is to ascertain whether there is any reason to notify the class members of the proposed 

settlement and to proceed with a fairness hearing. If the district court finds a settlement proposal 

'within the range of possible approval,' it then proceeds to ... the fairness hearing." Armstrong 

Bd. Of Sch. Dirs., 616 F .2d 305, 314 (7th Cir. 1980) ( citation omitted) overruled on other 

grounds by Felzen v. Andreas, 134 F.3d 873 (7th Cir. 1998), aff'd sub nom. California Pub. 

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Employees' Ret. Sys. v. Felzen, 525 U.S. 315 (1999). "A preliminary fairness assessment 'is not 

to be turned into a trial or rehearsal for trial on the merits,' for 'it is the very uncertainty of 

outcome in litigation and avoidance of wasteful and expensive litigation that induce consensual 

settlements."' In re Inter-Op Hip Prosthesis Liab. Litig. , 204 F.R.D. 330, 350 (N.D. Ohio 2001) 

( quoting Officers for Justice v. Civil Serv. Comm 'n of the City and County of San Francisco, 688 

F.2d 615, 625 (9th Cir.1982), cert. denied, 459 U.S. 1217 (1983)). "Rather, the Court's duty is 

to conduct a threshold examination of the overall fairness and adequacy of the settlement in light 

of the likely outcome and the cost of continued litigation." Id. (citing Ohio Public Interest 

Campaign v. Fisher Foods, Inc., 546 F.Supp. 1, 7 (N.D. Ohio 1982)). 

Whether the proposed settlement is sufficiently "fair, reasonable, and adequate" to fall 

"within the range of possible approval" turns on seven factors: 

(I) the risk of fraud or collusion; (2) the complexity, expense, and likely duration of 

the litigation; (3) the amount of discovery engaged in by the parties; (4) the 

likelihood of success on the merits; (5) the opinions of class counsel and class 

representatives; (6) the reaction of absent class members; and (7) the public interest. 

UAW, 497 F.3d at 631; Enter. Energy Corp. v. Columbia Gas Trans. Corp., 137 F.R.D. 240,245 

(S.D. Ohio 1991) (citing Williams v. Vukovich, 720 F.3d 909, 922 (6th Cir. 1985); Thompson v. 

Midwest Found. Indep. Physicians Ass 'n, 124 F.R.D. 154, 157 (S.D. Ohio 1988); Bronson v. Bd. 

Of Educ. Of the City Sch. Dist. Of the City of Cincinnati, 604 F.Supp. 68, 73 (S.D. Ohio 1984)). 

These factors are applied by courts in granting a settlement final approval, but they drive the 

analysis at this stage of whether a settlement falls "within the range of possible approval." 

The analysis for approving settlements of FLSA claims is similar. Under the FLSA, a 

court must conclude that the proposed settlement is "fair, reasonable, and adequate," and 

"resolves a bona fide dispute over the FLSA claims asserted." Vigna, 2016 WL 7034237, at *3. 

The analysis considers the same factors as the Rule 23 analysis, above. See Clevenger v. JMC 

Mechanical, Inc., No. 2:15-cv-2639, 2015 WL 12681645, at *l (S.D. Ohio Sept. 25, 2015) (cit. 

omitted). "The court may choose to consider only factors that are relevant to the settlement at 

hand and may weigh particular factors according to the demands of the case." Gentrup v. 

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Renovo Servs., LLC, No. l:07-cv-430, 2011 WL 2532922, at *3 (S.D. Ohio June 24, 2011). 

"If a settlement in an employee FLSA suit reflects 'a reasonable compromise over 

issues' ... that are 'actually in dispute,' the court may approve the settlement 'in order to promote 

the policy of encouraging settlement of litigation."' Id. at *2. 

Here, each of the seven factors above make clear that the settlement is a fair, reasonable, 

and adequate resolution of a bona fide dispute. 

2. Each Factor Favors Approval. 

a. No lndicia of Fraud or Collusion Exists. 

The parties aggressively litigated the Brown case for over four years, engaging m 

extensive discovery and motion practice, including contested hearings, and litigated the 

Bojorquez action for two years, exchanging large amounts of data regarding the claims asserted. 

A settlement was reached only after arm's-length negotiations during two full-day mediation 

sessions with Mr. Hughes, in Atlanta, another full-day in-person meeting between counsel in Los 

Angeles, and three months of telephone and email negotiations. (Aiman-Smith Deel.~~ 3-8.) 

b. The Complexity, Expense, and Likely Duration of the 

Litigation Favor Approval. 

Plaintiffs face the complex task of attempting to certify three separate state classes and a 

FLSA collective action in Bojorquez, and maintaining class certification status in Brown-a task 

that Defendants believe cannot be done. Plaintiffs assert that the certification process on the 

merits of Bojorquez would require Plaintiffs to develop consistent testimony of current and 

former employees located around the country to back their theory and marshal it to demonstrate 

violation of the nuanced, multi-element requirements of the FLSA and the labor laws of New 

York, Florida, and Massachusetts. Regarding Brown, merits discovery would continue, and 

Plaintiffs would be required to oppose Defendants' contemplated motion for decertification 

and/or motion for summary adjudication. Even assuming Plaintiffs were successful in each of 

these efforts, they would have to manage a complex trial in each case. 

The expenses of ongoing litigation are significant. The smaller Brown case (with 62,000 

putative class members) has required 39 depositions in two states, thus far (15 more have been 

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authorized by the Court), at significant expense in attorney time and related costs. The overthree-times-larger nationwide Bojorquez case (including 196,000 class and collective members) 

could reasonably require over 100 additional depositions across the country, a daunting further 

investment of attorney time and litigation costs. Indeed, even ancillary costs of prosecuting such 

large cases are significant. For example, in Brown, the cost of mailing the Class Notice was over 

$32,000. (Aiman-Smith Deel. ,r10.) The cost in of a Notice in Bojorquez would be far greater. 

Finally, the litigation-already over four years old-is likely to continue for years. The 

Brown case has been vigorously litigated for over four years; the Bojorquez action for over two 

years. Both cases are likely to take several more years of highly-contested litigation to even 

reach trial, without accounting for post-trial motion practice and appeals. 

c. The Amount of Discovery Taken Favors Approval. 

The parties in Brown and Bojorquez produced and studied more than 66,000 pages of 

documents. (Aiman-Smith Deel. ,r11.) They took 39 depositions in the Brown case and litigated 

the matter through class certification and into merits discovery. In Bojorquez, Plaintiffs prepared 

a FLSA motion for conditional certification. (Id. ,r12.) Mediation sharpened the parties' 

understanding of the case. Plaintiffs' expert analyzed hundreds of thousands of rows of purchase 

data and payroll records for settlement class and collective members to calculate a detailed 

damages analysis for mediation (id. ,rn), and Defendants' counsel conducted a detailed exposure 

analyses based on Plaintiffs' claims. (See Kemple Deel., Ex. 4, Def. 9/13/17 Med. Brief at pp. 

30-45.) The parties marshalled that data and drafted and exchanged over 196 pages of singlespaced mediation briefs (not including exhibits) and engaged in two full-day mediation sessions, 

as well as subsequent conference calls and meetings, where their theories and exposure were 

tested, revised, and refined. In sum, the parties developed a thorough understanding of the 

merits of their claims and defenses, allowing both sides to appreciate and consider the risks of 

further litigation and accurately value the case. (Aiman-Srnith Deel. ,r16.) 

d. The Chance of Success on the Merits Favors Approval. 

Plaintiffs are confident that they will obtain and maintain certification in both cases and 

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believe they would prevail as to liability, based in part on the certification order in Brown. 

Defendants, however, raised numerous arguments that could undo certification in Brown and 

defeat it in Bojorquez, and/or could potentially defeat liability, or at least significantly reduce 

damages. (See e.g., Kemple Deel., Ex. 4, Def. 9/13/17 Med. Brief at pp. 2-26.) For example, 

Defendants have noted the pitfalls of Plaintiffs' burden to establish with common proof the fact 

that purchases were "compelled" in light of (a) written policies stating employees are not 

required to purchase clothing; (b) handbooks and signed handbook acknowledgments stating 

employees are not required to purchase clothing; (c) signed point-of-sale acknowledgments by 

employees representing that the purchases made were not required by the company; 

( d) statements on employee cards used to make the supposed "compelled" purchases stating 

employees are not required to purchase clothing; (e) receipts received by each class member at 

purchase stating employees are not required to purchase clothing; (f) the fact that thousands of 

employees never made a purchase at all during their years of employment, despite the supposed 

"policy" requiring it; (g) direct testimony by employees stating they did not feel they were 

required to purchase clothing from the company; and (h) direct testimony that employees made 

purchases for personal, non-work reasons to take advantage of their up to 50% employee 

discount. Thus, Defendants contend that Plaintiffs face an uphill battle getting to trial and an 

insurmountable obstacle at trial. Plaintiffs vigorously disagree. The parties' Settlement 

Agreement accounts for the parties' understanding of these strengths and weaknesses. 

Regardless of who might prevail on these issues at trial, it is not necessary for the Court 

to settle questions of law and fact at this stage. In re Immune Response Sec. Litig., 497 F. Supp. 

2d 1166, 1172 (S.D. Cal. 2007) ("[T]he settlement or fairness hearing is not to be turned into a 

trial or rehearsal for trial on the merits. Neither the trial court nor [the appellate court] is to reach 

any ultimate conclusions on the contested issues of fact and law which underlie the merits of the 

dispute, for it is the very uncertainty of outcome in litigation and avoidance of wasteful and 

expensive litigation that induce consensual settlements.") (citation omitted). In assessing the 

settlement, "the Court should balance the benefits afforded to members of the Class, and the 

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immediacy and certainty of a substantial recovery for them, against Plaintiffs' likelihood for 

success on the merits." See In re Nationwide Fin. Servs. Litig. , No. 2:08-CV-00249, 2009 U.S. 

Dist. LEXIS 126962 *5-6 (S.D. Ohio Aug. 18, 2009) (internal citations omitted). "It is known 

from past experience that no matter how confident one may be of the outcome of litigation, such 

confidence is often misplaced."' Id. at *6 (quoting West Virginia v. Chas. Pfizer & Co. , 314 F. 

Supp. 710, 743-44 (S.D.N.Y. 1970), aff'd, 440 F. 2d 1079, 1085-86 (2d Cir.), cert. denied, 404 

U.S. 871 (1971 )). Here, the substantial benefits provided for the Settlement Class and Collective 

Members balanced against the uncertainties of trial weighs in favor of settlement approval. 

e. The Opinions of Class Counsel Favor Settlement. 

Plaintiffs' counsel have represented employees in numerous class actions asserting 

violations of labor law, many resulting in published decisions. (Aiman-Smith Deel. ,r,r 15-19; 

Ex. 2, Curr. Vitae). Plaintiffs' attorneys are well qualified to conduct the proposed litigation and 

to assess its settlement value. Based on that experience, Plaintiffs' counsel believe the proposed 

settlement is fair and adequate to Settlement Class/Collective Members. See, e.g., Williams, 720 

F.2d at 922-923 ("It is well settled that, in approving a class action settlement, the court "should 

defer to the judgment of experienced counsel who has competently evaluated the strength of his 

proofs."); UAWv. Gen. Motors Corp., No. 05 Civ. 73991 , 2006 WL 89115 1, *18 (E.D. Mich. Mar. 

31, 2006) (holding in an FLSA case that "the endorsement of the parties' counsel is entitled to 

significant weight."). Given the strength of Plaintiffs' case, Abercrombie's defenses, and the risk, 

expense, complexity and duration of further litigation, the proposed settlement is fair. 

f. The Class Reaction Is Expected to Favor Settlement. 

The settlement affords class/collective members an opportunity to raise objections prior 

to the final approval hearing. The parties believe that the Agreement is fair and adequate, and 

that no objections will be raised, they will address any objections at the final approval hearing. 

g. The Public Interest Favors Settlement. 

The settlement "serves the public interest also by conserving the resources of the parties 

and the Court, and promoting the 'strong public interest in encouraging settlement of complex 

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litigation and class action suits."' UAW, 2006 WL 891151, at *22 ( quoting In re Cardizem CD 

Antitrust Litig., 218 F.R.D. 508, 530 (E.D. Mich. 2003)). Further, though no government entity 

is a party, notice of settlement of the PAGA claims will be provided to the State of California. 

In sum, each factor demonstrates that the settlement is fair, reasonable, and adequate. 

B. The Court Should Provisionally Certify the Settlement Classes. 

"Courts have relatively regularly certified classes pursuant to Rule 23 in cases presenting 

hybrid class and collective allegations .... " Filby v. Windsor Mold USA, Inc., No. 3:13 CV 1582, 

2015 WL 1119732, at *2 (N.D. Ohio Mar. 11, 201 5) (citing Swigart v. Fifth Third Bank, 288 

F.R.D. 177, 187 (S.D. Ohio 2012); Laichev v. JBM, Inc., 269 F.R.D. 633,638 (S.D. Ohio 2008)). 

Provisional certification for the purposes of settlement is different from certification for trial. 

Whereas the latter requires an inquiry into whether the merit of each element of the claims could 

be tried on a class basis, to certify a settlement-only class, "a district court need not inquire 

whether the case, if tried, would present intractable management problems." Amchem Products, 

Inc. v. Windsor, 521 U.S. 591, 620 (1997); Manual for Complex Litigation, § 21.132 (4th ed. 

2004 ). The risk that a claim might not be certified for trial on the merits ( or maintain 

certification) militates in favor of certification for settlement because the settlement affords relief 

to the class members they might otherwise not obtain at all. Courts routinely approve class-wide 

settlements where the ability to obtain certification is dubious.2 

To establish provisional certification. Plaintiffs must demonstrate that each element of 

2 See, e.g., In re Initial Pub. Offering Sec. Litig., 226 F.R.D. 186, 194-95 (S.D.N.Y. 2005) 

("predominance" and "manageability" concerns under Rule 23(b )(3) intertwined and approving 

class settlement because the "predominance defect" that barred class treatment on the merits was 

"no longer fatal"); Columbus Drywall & Insulation, Inc. v. Masco Corp., 258 F.R.D. 545, 557-58 

(N.D. Ga. 2007) (certifying a settlement class despite serious questions as to whether the claims 

could be certified on their merits; "the fact of settlement is relevant to the decision to certify a 

class"; "Courts have, thus, certified classes at the settlement stage noting that such a certification 

does not present the same problems that certification of a litigation class proposing the same 

class definition would present"); O'Keefe v. Mercedes-Benz USA, LLC, 214 F.R.D. 266, 292-93 

(E.D. Pa. 2003) (certifying a settlement class; "manageability problem" on merits of claims was 

rendered moot by the settlement); Ramirez v. Decoster, 203 F.R.D. 30, 36-37 (D. Me. 2001) 

( certifying settlement class despite having previously denied certification on the merits; 

settlement mooted individualized issues that had precluded certification on the merits). 

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Rule 23(a) and at least one of the requirements of Rule 23(b) are satisfied. Green v. Dressman 

Benzinger Lavelle, PSC, No. 1:14-CV-00142-SJD, 2014 WL 4816698, at *2 (S.D. Ohio Sept. 18, 

2014); Swigart, 288 F.R.D. at 182. "'[W]hen there is a question as to whether certification is 

appropriate, the Court should give the benefit of the doubt to approving the class."' Swigart, 288 

F.R.D. at 182 (quoting In re Workers' Comp., 130 F.R.D. 99, 103 (D.Minn.1990)). 

The proposed settlement classes meet the foregoing requirements. Accordingly, 

Plaintiffs request that the Court conditionally certify the classes identified in Part III, above. 

1. The Settlement Classes Are Sufficiently Numerous. 

Rule 23(a)(l) requires that a proposed class be "so numerous that joinder of all members 

is impracticable." Fed. R. Civ. P. 23(a) (1); Swigart, 288 F.R.D. at 182 (finding nurnerosity 

satisfied by proposed class of 350 individuals); see also Cansol. Rail Corp. v. Town of Hyde 

Park, 47 F.3d 473, 483 (2d Cir. 1995) ("nurnerosity is presumed at a level of 40 members"). The 

California class contains 62,000 members. The proposed New York class contains approximately 

38,000 members. The proposed Florida class contains approximately 39,000 members. The 

proposed Massachusetts class includes approximately 7,100 members. Numerosity is satisfied. 

2. The Settlement Classes Resolve Common Questions. 

Rule 23(a)(2) requires a showing of "questions of law or fact common to the class." The 

class members' claims must depend on a "common contention" such that "determination of its 

truth or falsity will resolve an issue that is central to the validity of each one of the claims in one 

stroke." Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 27 2541, 2551 (2011). Plaintiffs need only 

show that there is a " single significant question of law or fact." Id. The requirement is construed 

liberally, and commonality "is satisfied when the legal question linking the class members is 

substantially related to the resolution of the litigation." Swigart, 288 F.R.D. at 183 (quoting 

DeBoer v. Mellon Mortgage Co., 64 F.3d 1171, 1174 (8th Cir. 1995)). 

Here, because the parties have resolved their disputes, they will not need to prove any 

individualized issues relating to liability-i. e., the merits of the claims themselves. As a result, 

the facts that define the Settlement Class satisfy Rule 23(a)(2)'s commonality requirement. 

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Moreover, Plaintiffs contend the commonality requirement is readily satisfied here, given their 

assertions of common law and fact on these claims.

3 

3. The Claims of the Named Plaintiffs Are Typical of the Claims of 

Members of the Settlement Classes. 

Rule 23(a)(3) requires that the "claims or defenses of the representative parties" must be 

"typical of the claims or defenses of the class." "A proposed class representative's claim is 

typical if it 'arises from the same event or practice or course of conduct that gives rise to the 

claims of other class members and [the] claims are based on the same legal theory." Swigart, 

288 F.R.D. at 185 (quoting Little Caesar Entpr. Inc. v. Smith, 172 F.R.D. 263,243 (E.D. Mich. 

1997)). In other words, it must be true that "as goes the claim of the named plaintiff, so go the 

claims of the class." Sprague v. Gen. Motors Corp., 133 F.3d 388,399 (6th Cir. 1998). 

Here, typicality exists because each representative Plaintiff in Bojorquez had a similar 

position and has the same interest as every settlement class member: recovering unpaid 

minimum wages, expense reimbursements, penalties, and interest. 

4. The Representative Parties Will Fairly and Adequately Protect the 

Interests of the Settlement Classes. 

Rule 23(a)(4) requires the Court to find that the "representative parties will fairly and 

adequately protect the interests of the class." This turns on whether the named plaintiffs and 

their counsel: (1) have conflicts of interest with other class members, and (2) will prosecute the 

action vigorously on behalf of the class. See Swigart, 288 F.R.D. at 185-86 (quoting Senter v. 

Gen. Motors Corp., 532 F.2d 511, 525 (6th Cir. 1976)). In other words, "Rule 23(a)(4) tests the 

experience and ability of counsel for plaintiffs and whether there is any antagonism between the 

interests of the plaintiffs and other members of the class they seek to represent." Id. (quoting 

Cross v. Nat '! Trust Life Ins. Co., 553 F.2d 1026, 1031 (6th Cir. 1977)). 

3 These include whether, "despite Defendants' formal written policy of not requiring employees 

to purchase or wear Abercrombie clothes, managers coerce store employees to purchase 

Abercrombie clothing, particularly AAA clothing" and, further, whether some or all of those 

employees "may have suffered an additional violation of their right to earn at least minimum 

wage." Brown, 2015 WL 9690357, at *11. 

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Here, Plaintiffs maintain and represent that no conflicts of interest as between counsel 

and the named Plaintiffs and any members of the settlement class. (Aiman-Smith Deel. ~18.) 

No subclasses with potentially divergent interests exist, and Plaintiffs and the settlement class 

share the common interest of challenging the legality of Defendants' policies. All agree, 

including Defendants, that Plaintiff retained experienced and well-regarded counsel who have 

litigated this case vigorously and in good faith on behalf of the entire class. 

5. The Settlement Satisfies the Predominance and Superiority 

Requirements of Rule 23(b ). 

Rule 23(b)(3) poses two inquiries: (1) whether questions of law or fact common to the 

class members predominate over questions affecting only individual members, and (2) whether a 

class action is superior to other available methods for the fair and efficient adjudication of the 

controversy. As noted above, "[c]onfronted with a request for settlement-only class certification, 

a district court need not inquire whether the case, if tried, would present intractable management 

problems, ... for the proposal is that there be no trial." Amchem Prods. , Inc., 521 U.S. at 620. 

Here, the parties agree for purposes of this settlement only that certification of the 

Settlement Class is appropriate under Rule 23(b)(3) because: (1) the settlement obviates the 

litigation of individual liability and damage issues, (2) "questions of law or fact common to the 

members of the class predominate over any questions affecting only individual members, [(3)] 

and ... a class action is superior to other available methods for the fair adjudication of the 

controversy." See Fed. R. Civ. P. 23(b)(3). As such, conditional class is proper. 

Class treatment is also the superior method for adjudicating these claims. "[F]ederal 

policy favor[s] settlement of class actions .. .. " UAW, 497 F.3d at 632 (citing In re Warfarin 

Sodium Antitrust Litig., 391 F.3d 516, 535 (3d Cir.2004)). Moreover, as the Brown court 

observed, "[t]here is no evidence that individual class members have an interest in individually 

controlling their cases. The damages suffered by each class member are not large, class members 

may fear reprisal in pursuing individual claims against their employer or former employer, and 

individual litigation against a well-funded defendant would be cost prohibitive .... In light of the 

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large number of potential class members and the relatively small monetary value of their 

individual claims ... a class action is a superior method for resolving this case." Brown, 2015 WL 

9690357, at *21. Any difficulties in managing a class trial are obviated by this settlement. 

C. The Court Should Certifv The FLSA Collective for Settlement Purposes. 

Conditional certification of a FLSA collective class for settlement purposes requires a 

lower showing than Rule 23, and it should be granted here. Pursuant to 29 U.S.C. § 216(b), 

Plaintiffs must show that all members of the collective action: (1) are "similarly situated" with 

respect to a company-wide unlawful policy or practice, and (2) affirmatively consent to join. See 

Lemmon v. Harry & David Operations, Inc., No. 2:15-CV-779, 2016 WL 234854, at *2 (S.D. 

Ohio Jan. 20, 2016) (quoting Comer v. Wal-Mart Stores, Inc., 454 F.3d 544, 546 (6th Cir. 2006). 

Regarding the first requirement, the FLSA collective members (those working in Abercrombie's 

stores nationwide, excluding California) are similarly situated. Each is a non-exempt, minimumwage or low-wage-earning employee-all of whom had same or similar job titles and 

responsibilities-subject to Abercrombie's national alleged practice that required the purchase of 

clothing as a condition of the job, a practice that allegedly violated the FLSA requirement that 

wages be paid "finally and unconditionally." See 29 CFR § 531.35. As for affirmative consent, 

the Agreement requires collective members to return a participation form to participate. Given 

the parties' Agreement, both requirements are met for settlement purposes. 

D. The Proposed Notice Is Reasonable and Should Be Approved. 

Rule 23(e)(l) requires that Notice must be provided "in a reasonable manner." Courts 

have interpreted this provision to find that Notice must apprise the Settlement Class and 

Collective Members sufficiently "so that class members may come to their own conclusions 

about whether the settlement serves their interests." UAW, 497 F.3d at 630; see also Eisen v. 

Carlisle & Jacquelin, 417 U.S. 156, 174 (1974) (Class Notice is constitutionally valid if it is 

reasonably certain to inform those affected and is reasonably calculated to reach class members). 

Further, due process is satisfied when a descriptive notice is sent by first-class mail to those 

affected by the settlement. Phillips Petroleum Co. v. Schutts, 472 U.S. 797, 812 (1985). 

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The proposed Notice (Aiman-Smith Deel., Ex. 1, Exhibits A-E) satisfies these 

requirements. The parties have agreed to use Dahl Administration, Inc. ("Dahl") to send the 

Notice and administer the settlement, the same firm that processed the Class Notice in Brown. 

Notice packets will be sent by first-class mail to all settlement class and collective members. 

The Notice advises members of the material terms and provisions of the settlement, the 

procedure and deadlines for participating in the settlement, their rights with respect to the 

settlement, and instructions for opting out or objecting to it. The Notice will also disclose the 

fees and costs sought by counsel and proposed incentive awards. 

E. Setting the Final Approval Hearing. 

The parties request that the Court approve the schedule set forth in the Agreement, which 

provides that the final approval hearing will take place no sooner than 143 days after the Order 

granting preliminary approval, subject to the Court's approval and on a date of its choosing: 

Deadline for Def. to provide class list 28 days after preliminary approval 

Deadline for claims administrator to mail the notice 10 days after its receipt of the class list 

Deadline to file claims, opt-out, or object 60 days after mailing of the notice 

Proposed final approval hearing 143 days after preliminary approval 

V. CONCLUSION 

Because the proposed settlement is fair, reasonable, and advantageous to the proposed 

settlement class and collective members, the parties respectfully request that the Court grant this 

Motion and sign the accompanying proposed preliminary approval order. 

Dated: January 24, 2018 

/s/ Randall B. Aiman-Smith 

Randall B. Aiman-Smith 

Aiman-Smith & Marcy, PC 

7677 Oakport Street, Suite 1020 

Oakland, California 946211840 

Telephone: 510-562-6800 

Facsimile: 510-562-6830 

Email: ras<@asmlawyers.com 

Attorneys for Plaintiffs and the Class 

LA 133453563v6 

20 

Respectfully submitted: 

/s/ Mark D. Kemple 

Mark D. Kemple 

John Richards 

Greenberg Traurig, LLP 

Century Park East, Suite 1900 

Los Angeles, California 90067 

Telephone: 310-586-7700 

Facsimile: 310-586-7800 

Email: kemplem(@gtlaw.com 

Attorneys for Defendants 

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