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We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S.
−Removed: Fair Labor Standards Act, California Labor Code and Private Attorneys General Act (“PAGA”).
+Added: Fair Labor Standards Act, California Labor Code and Private Attorneys General Act (“PAGA”).
Many involve allegations for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties.
−Removed: A former employee filed a complaint in California Superior Court, Santa Clara County in July 2017, which seeks civil damages and penalties on behalf of the plaintiff and similarly situated persons for various alleged wage and hour violations under the Labor Code, including failure to pay wages and/or overtime, failure to provide meal and rest breaks, failure to pay reporting time pay, waiting time penalties and penalties pursuant to PAGA.
−Removed: We filed a motion for summary judgment.
−Removed: The court granted our motion for summary judgment in March 2020.
−Removed: The plaintiff filed an appeal of the court’s ruling, and in December 2022, the Court of Appeals reversed the court’s grant of summary judgment and directed the matter back to the superior court for further proceedings.
−Removed: We have retained outside counsel to represent us and intend to vigorously defend our interests in this matter.
Proceedings Relating to Take 5
−Removed: The following proceedings relate to the Take 5 Matter, which is discussed in greater detail in “
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations —
−Removed: Take 5 Matter ”
−Removed: Risk Factors —
−Removed: Risks Related to the Company’s Business and Industry ”
−Removed: in this Annual Report.
−Removed: USAO and FBI Voluntary Disclosure and Investigation Related to Take 5
−Removed: In connection with the Take 5 Matter, we voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5.
+Added: The following proceedings relate to the Take 5 Matter, which is discussed in greater detail in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Take 5 Matter ” and “ Risk Factors — Risks Related to the Company’s Business and Industry ” in this Annual Report.
+Added: In connection with the Take 5 Matter, we voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5.
We intend to cooperate in this and any other governmental investigation that may arise in connection with the Take 5 Matter.
At this time, we cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and are unable to estimate the potential impact such an investigation may have on us.
−Removed: Arbitration Proceedings Related to Take 5
−Removed: In August 2019, as a result of the Take 5 Matter, we provided a written indemnification claim notice to the sellers of Take 5, or the Take 5 Sellers, seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement, or Take 5 APA, as well as fraud.
−Removed: In September 2019, the Take 5 Sellers initiated arbitration proceedings in the state of Delaware against us, alleging breach of the Take 5 APA as a result of our decision to terminate the operations of the Take 5 business
−Removed: and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest fees and costs).
−Removed: In 2020, the Take 5 Sellers amended their statement of claim to allege defamation, relating to statements we made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation.
−Removed: We have filed our response to the Take 5 Sellers’
−Removed: claims and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings.
+Added: In August 2019, as a result of the Take 5 Matter, we provided a written indemnification claim notice to the sellers of Take 5, or the Take 5 Sellers, seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud.
+Added: We and the Take 5 Sellers engaged in arbitration proceedings.
In October 2022, the arbitrator made a final award in our favor.
We are actively pursuing the collection of this award in state court in Florida.
−Removed: The Take 5 Sellers have attempted to have the award vacated in the district court in Washington, D.C., and in the state court in Florida.
−Removed: We have asked the Washington, D.C.
−Removed: court to dismiss the petition or, in the alternative, abstain until the Florida case is resolved.
We are currently unable to estimate if or when we will be able to collect any amounts associated with this arbitration.
−Removed: Other Legal Matters Related to Take 5
The Take 5 Matter may result in additional litigation against us, including lawsuits from clients, or governmental investigations, which may expose us to potential liability in excess of the amounts being offered by us as refunds to Take 5 clients.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.