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Item 3. Legal Proceedings

2023-02-24 compared with 2022-02-24 · 36 added, 48 removed, 61 unchanged (58% of the section changed)

9 unchanged sentences

BC583162 (Superior Court of California, County of Los Angeles).

The complaint principally alleged that Tinder violated California’s Unruh Civil Rights Act by offering and charging users age 30 and over a higher price than younger users for subscriptions to its premium Tinder Plus service.

The complaint sought certification of a class of California Tinder Plus subscribers age 30 and over and damages in an unspecified amount.

On December 29, 2015, in accordance with a prior ruling sustaining Tinder’s demurrer, the

court entered judgment dismissing the action.

On January 29, 2018, the California Court of Appeal (Second Appellate District, Division Three) issued an opinion reversing the judgment of dismissal.

On May 9, 2018, the California Supreme Court denied Tinder’s petition seeking interlocutory review of the Court of Appeal’s decision and the case was returned to the trial court for further proceedings.

The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users age 30 and over a higher price than younger users for subscriptions to its premium Tinder Plus service.

The complaint seeks certification of a class of California Tinder Plus subscribers age 30 and over and damages in an unspecified amount.

In a related development, on June 21, 2019, in a substantially similar putative class action asserting the same substantive claims and pending in federal district court in California, the court entered judgment granting final approval of a class-wide settlement, the terms of which are not material to the Company.

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Because the approved settlement class in Kim subsumes the proposed settlement class in Candelore , the judgment in Kim would effectively render Candelore a single-plaintiff lawsuit.

Accordingly, on July 11, 2019, two objectors to the Kim settlement, represented by the plaintiff’s counsel in Candelore , filed a notice of appeal from the Kim judgment with the U.S.

On March 4, 2022, the trial court granted final approval of the settlement agreement, the terms of which are not material to the Company.

On March 31, 2022, two objectors to the Kim settlement, represented by the plaintiff’s counsel in Candelore , filed a notice of appeal from the Kim judgment with the U.S.

Court of Appeals for the Ninth Circuit.

Oral argument on the appeal occurred on January 15, 2021.

On August 17, 2021, the U.S.

Court of Appeals for the Ninth Circuit reversed and remanded the district court’s decision.

On November 3, 2021, the trial court granted preliminary approval of the settlement.

On December 13, 2021, plaintiff filed an amended motion for final approval of the proposed settlement agreement, the terms of which are not material to the Company.

On November 13, 2019, the trial court in Candelore issued an order staying the class claims in the case pending the Ninth Circuit’s decision on the Kim appeal.

On October 5, 2021, the trial court lifted the stay.

On June 27, 2022, the trial court issued an order staying the class claims in Candelore pending the Ninth Circuit’s decision on the Kim appeal.

We believe that the allegations in the Candelore lawsuit are without merit and will continue to defend vigorously against it.

Tinder Optionholder Litigation Against Former Match Group and Match Group

On August 14, 2018, ten then-current and former employees of Match Group, LLC or Tinder, Inc.

(“Tinder”), a former subsidiary of Former Match Group, filed a lawsuit in New York state court against Former Match Group and Match Group.

See Sean Rad et al.

IAC/InterActiveCorp and Match Group, Inc.

654038/2018 (Supreme Court, New York County).

The complaint alleged that in 2017, the defendants:

(i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis.

The complaint asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Former Match Group only), and interference with prospective economic advantage, and sought compensatory damages in the amount of at least $2 billion, as well as punitive damages.

On August 31, 2018, four plaintiffs who were still employed by Former Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs.

On June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and otherwise denying defendants’ motion to dismiss.

On July 13, 2020, the four former plaintiffs filed arbitration demands with the American Arbitration Association asserting the same valuation claims and on September 3, 2020, the four arbitrations were consolidated.

On August 24, 2021, the arbitrator granted our summary judgment with respect to the merger claims.

On June 9, 2021, the plaintiffs in Rad filed a Note of Issue and Certificate of Readiness for Trial in which they amended the amount of damages they were claiming to “[m]ore than $5.6 billion”.

On October 1, 2021, the court granted defendants’ motion for summary judgment on plaintiffs’ tort claims and breach of contract claims regarding the merger.

Trial commenced on November 8, 2021.

On December 1, 2021, the parties entered into a Binding Global Settlement Agreement Term Sheet, pursuant to which we will pay $441 million in 2022 to settle all claims in trial and in arbitration.

FTC Lawsuit Against Former Match Group

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3:19:cv-02281-K (Northern District of Texas).

The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe

and exposing them to the risk of fraud should they subscribe.

The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes.

The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit.

On October 9, 2020, the court granted the Company’s motion to stay the case until the United States Supreme Court issues a decision in the consolidated appeal of Federal Trade Commission v.

Credit Bureau Center, LLC and AMG Capital Management, LLC v.

On April 22, 2021, the Supreme Court issued its decision, rejecting that the FTC has the ability to seek equitable monetary relief using Section 13(b) of the FTC Act.

On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy.

On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant.

We believe that the FTC’s claims regarding Match.com’s practices, policies, and procedures are without merit and will defend vigorously against them.

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and (iii) that, as a result of the foregoing, defendants’ positive statements about Former Match Group’s business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.

On March 30, 2021, the court granted defendants’ motion to dismiss with leave to amend.

Plaintiff filed an amended complaint on April 23, 2021.

On November 19, 2021, the court denied defendants’ motion to dismiss.

We believe that the allegations in this lawsuit are without merit and will defend vigorously against them.

On August 12, 2022, plaintiff filed a stipulation withdrawing the motion for class certification and dismissing the lawsuit with prejudice.

Derivative Complaint against Former Match Group

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Invoking the allegations of the FTC lawsuit and Crutchfield securities class action lawsuit described above, the complaint alleges that the defendants caused or failed to prevent the alleged issues giving rise to the FTC complaint, received or approved compensation tied to the alleged wrongful conduct and sold Former Match Group stock with inside knowledge of the purported conduct.

The parties filed a proposed stipulation and order staying the case until the motion to dismiss is decided in the Crutchfield litigation.

The court granted the stay on April 9, 2020.

In light of the Crutchfield decision, the stay will be lifted.

On February 25, 2021, another Match Group shareholder filed a shareholder derivative complaint in the Delaware Court of Chancery on behalf of nominal defendant Match Group, Inc.

4 unchanged sentences

The complaint alleges federal securities laws violations and that Match Group’s directors breached their fiduciary duties by purportedly exercising inadequate oversight to prevent the alleged issues giving rise to the FTC complaint and by purportedly transacting in Match Group stock while possessing knowledge of these issues.

On January 10, 2022, Ochoa filed an amended complaint.

We believe that the allegations in these lawsuits are without merit and will defend vigorously against them.

On February 6, 2023, orders granting stipulations for voluntary dismissal were issued in the Rubin and Ochoa cases.

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

12 unchanged sentences

2020-0505-MTZ (Delaware Court of Chancery).

Plaintiffs filed another amended complaint on November 2, 2021.

Defendants filed a motion to dismiss on December 10, 2021.

We believe that the allegations in this lawsuit are without merit and will defend vigorously against it.

On September 1, 2022, the court granted defendants’ motion to dismiss with prejudice.

On October 3, 2022, plaintiffs filed an amended notice of appeal with the Delaware Supreme Court.

We believe that the allegations in this lawsuit and the appeal are without merit and will defend vigorously against them.

FTC Investigation of Certain Subsidiary Data Privacy Representations

On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company requiring us to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or deceptive under the FTC Act.

On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative Demand.

Match Group, Inc.

1:22-mc-00054 (District of Columbia).

We believe the FTC's investigation and petition to enforce are without merit, and will defend vigorously against it.

Google Litigation

On May 9, 2022, Match Group, LLC, Humor Rainbow, Inc., Plenty of Fish Media ULC, and People Media, Inc.

(collectively, the “Match Group Parties”) filed a complaint in federal district court in California against Google LLC, Google Ireland Limited, Google Commerce Limited, Google Asia Pacific Pte.

Limited, and Google Payment Corp.

(collectively, “Google”).

See Match Group, LLC et al.

Google LLC et al.

3:22-cv-02746-JD (Northern District of California).

In the lawsuit, the Match Group Parties allege that Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets violate federal antitrust laws and California state law, particularly with respect to Google’s requirement that the Match Group Parties use Google Play Billing exclusively and end their practice of offering users payment options for in-app purchases.

The Match Group Parties seek injunctive relief preventing Google from requiring their apps to use Google Play Billing, as well as monetary and other relief.

The lawsuit was deemed related to the multi-district litigation ("MDL") In re Google Play Store Antitrust Litigation , 3:21-md-02981-JD (Northern District of California) and coordinated with that MDL for certain pre-trial and trial purposes.

On November 17, 2022, the Match Group Parties filed an amended complaint to assert per se violations of Section 1 of the Sherman Act against Google.

On July 11, 2022, Google filed its Answer and Counterclaims, asserting counterclaims against the Match Group Parties for (1) breach of contract, based on the Match Group Parties' alleged breach of the Google Play Developer Distribution Agreement (“DDA”) and Payments Policy by failing to exclusively offer Google Play Billing as the payment option for in-app purchases, (2) breach of the implied covenant of good faith and fair dealing, based on the Match Group Parties’ purportedly having misled Google to believe that the Match Group Parties would comply with the DDA’s Payment policy, (3) false promise, based on the Match Group Parties’ alleged promise and failure to comply with the DDA, (4) quasi-contract/unjust enrichment, based on the Match Group Parties’ alleged inducement to Google to make modifications to its billing systems and provide distribution and other services under the understanding that such services were in furtherance of complying with the DDA, and

(5) declaratory judgment.

Google seeks damages, as well as a declaratory judgment including the right to remove the Match Group Parties’ apps from the Google Play Store.

On September 2, 2022, the court denied the Match Group Parties’ motion to dismiss the counterclaim s.

We believe Google’s counterclaims are without merit and will defend vigorously against them.

Mine Safety Disclosure

1 unchanged sentence

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What changed 10-K

Item 3. Legal Proceedings