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Item 3. Legal Proceedings

2024-02-23 compared with 2023-02-24 · 34 added, 52 removed, 45 unchanged (66% of the section changed)

3 unchanged sentences

The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the SEC’s rules.

Pursuant to the Transaction Agreement, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below other than the matter described under the heading “Newman Derivative and Stockholder Class Action Regarding Separation Transaction”.

Pursuant to the Transaction Agreement, entered into in connection with our separation from IAC/InterActiveCorp, now known as IAC Inc.

(“IAC”), we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below other than the matter described under the heading “Newman Derivative and Stockholder Class Action Regarding Separation Transaction”.

The official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties following the separation of Match Group and IAC.

5 unchanged sentences

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.

See Lisa Kim v.

18-cv-3093 (Central District of California).

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.

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

Because the approved settlement class in Kim subsumed the proposed settlement class in Candelore , the judgment in Kim effectively rendered Candelore a single-plaintiff lawsuit.

On March 4, 2022, the trial court granted final approval of the settlement agreement, the terms of which were 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.

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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.

On December 5, 2023, the Ninth Circuit issued an opinion reversing the Kim settlement.

On January 2, 2024, the mandate of the decision was issued.

The only remaining claim in the Kim case is Kim’s individual claim.

In Candelore , the stay was lifted.

We believe that we have strong defenses to the allegations in the Candelore lawsuit and will continue to defend vigorously against it.

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 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.

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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.

Securities Class Action Lawsuit Against Former Match Group

On October 3, 2019, a Former Match Group shareholder filed a securities class action lawsuit in federal district court in Texas against Former Match Group, its then Chief Executive Officer, and its Chief Financial Officer, on behalf of a class of acquirers of Former Match Group securities between August 6, 2019 and September 25, 2019.

See Phillip R.

Crutchfield v.

Match Group, Inc., Amanda W.

Ginsberg, and Gary Swidler , No.

3:19-cv-02356-C (Northern District of Texas).

Invoking the allegations in the FTC lawsuit described above, the complaint alleges (i) that defendants failed to disclose to investors that Former Match Group induced customers to buy and upgrade subscriptions using misleading advertisements, that Former Match Group made it difficult for customers to cancel their subscriptions, and that, as a result, Former Match Group was likely to be subject to regulatory scrutiny;

(ii) that Former Match Group lacked adequate disclosure controls and procedures;

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 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

On February 28, 2020, a Former Match Group shareholder filed a shareholder derivative complaint in federal district court in Delaware against Former Match Group and its board of directors seeking to recover unspecified monetary damages on behalf of the Company and require the Company to implement and maintain unspecified internal controls and corporate governance practices and procedures.

See Michael Rubin et al.

Match Group, Inc.

1:20-cv-00299 (District of Delaware).

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.

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.

against its board of directors seeking to recover unspecified monetary damages.

See Daniel Ochoa v.

Match Group, Inc.

2021-0158-MTZ (Delaware Court of Chancery).

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

On September 11, 2023, both parties filed motions for summary judgment.

We believe we have strong defenses to the FTC’s claims regarding Match.com’s practices, policies, and procedures and will continue to defend vigorously against them.

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC has commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation, focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.

We are fully cooperating with the DPC in connection with this inquiry.

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.

On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements.

Our response to the preliminary draft decision is due by March 15, 2024.

We believe we have strong defenses to these claims and will defend vigorously against them.

Newman Derivative and Stockholder Class Action Regarding Separation Transaction

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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.

We believe we have strong defenses to the allegations in this lawsuit and the appeal and will defend vigorously against them.

FTC Investigation of Certain Subsidiary Data Privacy Representations

3 unchanged sentences

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.

We believe we have strong defenses to the FTC's investigation and petition to enforce and will defend vigorously against them.

Bardaji Securities Class Action

On March 6, 2023, a Match Group shareholder filed a complaint in federal district court in Delaware against Match Group, Inc., its Chief Executive Officer, its former Chief Executive Officer, and its President and Chief Financial Officer seeking to recover unspecified monetary damages on behalf of a class of acquirers of Match Group securities between November 3, 2021 and January 31, 2023.

See Leopold Riola Bardaji v.

Match Group, Inc.

1:23-cv-00245-UNA (District of Delaware).

The complaint alleges that Match Group, Inc.

misrepresented and/or failed to disclose that its Tinder business was not effectively executing on its new product initiatives;

as a result, Tinder was not on track to deliver its planned product initiatives in 2022;

and therefore, Match Group, Inc.’s statements about its Tinder’s business, product initiatives, operations, and

prospects lacked a reasonable basis.

On July 24, 2023, lead plaintiff Northern California Pipe Trades Trust Funds filed an amended complaint.

The amended complaint added allegations regarding misrepresentations relating to Match Group's acquisition of Hyperconnect and the business' subsequent integration and performance.

On September 20, 2023, defendants filed a motion to dismiss.

We believe that we have strong defenses to the allegations in this lawsuit and will defend vigorously against them.

Mine Safety Disclosure

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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.

What changed 10-K

Item 3. Legal Proceedings