In re High-Tech Employee Antitrust Litigation (985 F. Supp. 2d 1167, 2013)

ORDER GRANTING PLAINTIFFS’ SUPPLEMENTAL MOTION FOR CLASS CERTIFICATION

LUCY H. KOH, United States District Judge

Plaintiffs Michael Devine, Mark Fichtner, Siddharth Hariharan, Brandon Marshall, and Daniel Stover (collectively, “Plaintiffs”), individually and on behalf of a class of all those similarly situated, allege antitrust claims against their former employers, Adobe Systems Inc. (“Adobe”), Apple Inc. (“Apple”), Google Inc. (“Google”), Intel Corp. (“Intel”), Intuit Inc. (“Intuit”), Lucasfilm Ltd. (“Lucasfilm”), and Pixar (collectively, “Defendants”). Plaintiffs allege that Defendants conspired to suppress, and actually did suppress, employee compensation to artificially low levels by agreeing not to solicit each other’s employees in violation of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1, and Section 4 of the Clayton Antitrust Act, 15 U.S.C. § 15.

On April 5, 2013, the Court granted in part and denied in part Plaintiffs’ Motion for Class Certification with leave to amend. See Apr. 5 Class Cert. Order, ECF No. 382. Currently before the Court is Plaintiffs’ Supplemental Motion for Class Certification. See Pis.’ Suppl. Mot. Class. Cert. (“Suppl. Class Cert. Mot.”), ECF No. 418. Defendants filed an opposition, see Defs.’ Opp’n to Pis.’ Suppl. Mot. Class Cert. (“Suppl.Opp’n”), ECF No. 439, and Plaintiffs filed a reply, Pis.’ Reply Supp. Suppl. Mot. Class. Cert. (“SupphReply”), ECF No. 455. The Court held a hearing on Plaintiffs’ Supplemental Motion for Class Certification on August 8, 2013. See ECF No. 495. Having considered the parties’ submissions, arguments, the relevant law, and the record in this case, the Court GRANTS Plaintiffs’ Supplemental Motion for Class Certification and CERTIFIES Plaintiffs’ proposed class of technical employees (“Technical Class”).

I. BACKGROUND

A. Factual Background

1. The Parties

Defendants are leading high tech companies, each with a principal place of business in the San Francisco-Silicon Valley area of California. Apple is a market leader in consumer computer products and software. Defs.’ Opp’n to Pis. Mot. Class. Cert. (“Opp’n”) at 5, ECF No. 209. In 2011, Apple’s total revenues exceeded $108 billion. Id. Google is the world’s leading internet search provider. Report of Dr. Edward E. Learner (“Learner Rep.”) ¶ 15, ECF No. 190. Google went public in 2004, and reached revenues of nearly $38 billion in 2011. Id. Intel is the world’s largest semiconductor chip maker. Id. ¶ 16. In 2011, Intel earned approximately $54 billion. Adobe specializes in digital media and marketing software. See id. ¶ 13. In 2009, Adobe earned nearly $3 billion in revenues. Id. Intuit specializes in financial planning and tax preparation programs. Opp’n at 5. In 2011, the company’s revenues exceeded $3.8 billion. Learner Rep. ¶ 17. Lucasfilm is a film production company known for its computer animation expertise and for producing box office hits including the Star Wars films and the Indiana Jones franchise. Id. ¶ 18. Pixar is a leading computer animation film studio. Id. ¶ 19. In 2006, Walt Disney Productions acquired Pixar for approximately $7.4 billion. Id.

Named Plaintiffs are software engineers who were former employees of Defendants. Devine worked for Adobe in the State of Washington from October of 2006 to July of 2008. See Consolidated Amended Complaint (“CAC”) ¶ 16, ECF No. 65; Decl. Ann B. Shaver in Supp. Pis.’ Mot. for Class Cert. (“Shaver Deck”), Ex. 6 ¶ 1, ECF No. 291. Fichtner worked for Intel in Arizona from July of 1993 through November of 2006 and again from May of 2008 through May of 2011. See CAC ¶ 17; Shaver Deck, Ex. 7 ¶ 1. Hariharan worked for Lucasfilm in California from January of 2007 through August of 2008. See CAC ¶ 18; Shaver Deck, Ex. 8 ¶ 1. Marshall worked for Adobe in California from July of 2006 through December of 2006. See CAC ¶ 19; Shaver Deck, Ex. 9 ¶ 1. Finally, Stover worked for Intuit in California from at least November of 2006 through December of 2009. See CAC ¶ 20; Shaver Deck, Ex. 10 ¶ 1.

2. Market for High Tech Employees

Plaintiffs assert that in a properly functioning and lawfully competitive labor market, each Defendant would compete for employees by soliciting current employees from one or more of the other Defendants. See CAC ¶ 41. This method of recruiting, to which Defendants refer as “cold calling,” includes communicating directly in any manner — including orally, in writing, telephonically, or electronically — with another company’s employee who has not otherwise applied for a job. Id.

Plaintiffs allege that cold calling is a key competitive tool that companies use to recruit employees, particularly high tech employees with advanced skills and abilities. Id. ¶45. Through recruiting employees from competitors, a company is able to take advantage of the efforts its rival has expended in soliciting, interviewing, and training skilled labor, while simultaneously inflicting a cost on the rival by removing an employee on whom the rival may depend. Id. ¶ 44.

Plaintiffs further contend that the use of cold calling among Defendants commonly increases total compensation and mobility for all of Defendants’ employees. See id. ¶¶48, 50. Most directly, Plaintiffs allege that the practice of cold calling provides the recipient of a cold call with opportunities to secure higher wages either by switching to a rival company or by negotiating increased compensation with the recipient’s current employer. Id. ¶ 46. Plaintiffs further allege that the compensation effects of cold calling are not limited to those individuals who receive the calls. Rather, Plaintiffs allege, the effects of cold calling (and the effects of eliminating cold calling) have a broader, common impact on Defendants’ salaried employees, especially their technical employees. Id. ¶ 50.

3. Defendants’ Alleged Conspiracy

Between approximately 2005 and 2009, Defendants Adobe, Apple, Google, Intel, Intuit, Lucasfilm, and Pixar allegedly engaged in an “overarching conspiracy” to eliminate competition among Defendants for skilled labor. Id. ¶ 55; see also id. ¶¶ 1, 2. The conspiracy consisted of an interconnected web of express bilateral agreements among Defendants to abstain from actively soliciting each other’s employees. Id. ¶ 55. Plaintiffs allege that each agreement involved a company under the control of Steve Jobs (Co-Founder, Former Chairman, and Former CEO of Apple) and/or a company that shared at least one director with Apple’s Board of Directors. Id. ¶¶ 55, 57. Defendants memorialized these nearly identical agreements in CEO-to-CEO emails and other documents, including “Do Not Call” lists, thereby putting each Defendant’s employees off-limits to other Defendants. Pis.’ Mot. Class Cert. (“Class Cert. Mot.”) at 1, ECF No. 187. Each bilateral agreement applied to all employees of a given pair of Defendants. See CAC ¶¶ 63, 76, 81, 88, 100, 105. These agreements were not limited by geography, job function, product group, or time period. Nor were they related to any specific business or other collaboration between Defendants. Id.

Plaintiffs allege that “Defendants entered into the express agreements and entered into the overarching conspiracy with knowledge of the other Defendants’ participation, and with the intent of accomplishing the conspiracy’s objective: to reduce employee compensation and mobility through eliminating competition for skilled labor.” Id. ¶ 55. Plaintiffs also allege that Defendants’ senior executives actively concealed each bilateral agreement and that Defendants’ employees generally were not informed of, nor did. they agree to, the terms of any of the agreements. Id. ¶¶ 55, 108.

B. Procedural Background

1. Department of Justice Investigation

From 2009 through 2010, the Antitrust Division of the United States Department of Justice (“DOJ”) investigated Defendants’ employment and recruitment practices. Id. ¶¶ 3, 111. Following its investigation, the DOJ filed complaints in federal court against Defendants. See United States v. Adobe Systems Inc., No. 10-1629, at 2 (D.D.C. Mar. 7, 2011) (“DOJ Adobe J.”), ECF No. 79-1, Ex. A; United States v. Lucasfilm, Inc., No. 10-2220, 2011 WL 2636850, at *1 (D.D.C. June 3, 2011) (“DOJ Lucasfilm J.”), ECF No. 79-1, Ex. B. The DOJ also filed stipulated proposed final judgments in each case. See DOJ Adobe J.; DOJ Lucasfilm J. In these stipulated proposed final judgments, Defendants did not admit any wrongdoing or violation of law, but they agreed to be “enjoined from attempting to enter into, maintaining or enforcing any agreement with any other person or in any way refraining] [from] ... soliciting, cold calling, recruiting, or otherwise competing for employees of the other person.” DOJ Adobe J. at 5; DOJ Lucasfilm J., at 4; CAC ¶ 115. The District Court for the District of Columbia entered the stipulated proposed final judgments on March 17, 2011, and June 3, 2011. See DOJ Adobe J. at 12; DOJ Lucasfilm J. at 1; CAC ¶ 115.

2. The Instant Action

a. Removal, Case Consolidation, and Preliminary Motions

The five cases underlying this consolidated action were initially filed in California Superior Court. Hariharan v. Adobe Sys. Inc., Case No. 11-CV-574066 (Alameda Super. Ct. filed May 4, 2011), ECF No. 1; Marshall v. Adobe Sys. Inc., Case No. 11-CV-204052 (Santa Clara Super. Ct. filed June 28, 2011), ECF No. 43-2; Devine v. Adobe Sys. Inc., Case No. 11-CV-204053 (Santa Clara Super. Ct. filed June 28, 2011), ECF No. 43-1; Fichtner v. Adobe Sys. Inc., Case No. 11-CV-204187 (Santa Clara Super. Ct. filed June 30, 2011), ECF No. 43-3; Stover v. Adobe Sys. Inc., Case No. 11-CV-205090 (Santa Clara Super. Ct. filed July 14, 2011), ECF No. 43-4.

Defendants subsequently removed these five state court actions to the United States District Court for the Northern District of California. Hariharan v. Adobe Sys. Inc., Case No. 11-2509 (removed May 23, 2011), see ECF No. 1; Marshall v. Adobe Sys. Inc., Case No. 11-3538 (removed July 19, 2011), see ECF No. 41; Devine v. Adobe Sys. Inc., Case No. 11-3539 (removed July 19, 2011), see ECF No. 41; Fichtner v. Adobe Sys. Inc., Case No. 11-3 540 (removed July 19, 2011), see ECF No. 41; and Stover v. Adobe Sys. Inc., Case No. 11-3541 (removed July 19, 2011), see ECF No. 41. On June 1, 2011, the lead case, Hariharan v. Adobe Systems Inc., was reassigned from Magistrate Judge Spero to Judge Armstrong. See ECF No. 24.

On July 19, 2011, Defendants collectively filed a motion to relate the five underlying actions. See ECF No. 41. In the Motion to Relate, Defendants stated that, “[because the cases involve substantially the same parties, events and allegations, and because it appears likely that there would be an unduly burdensome duplication of labor and expense or conflicting results if they were heard before different judges, Defendants believe they are related[.]” Id. at 3. Judge Armstrong granted the Motion to Relate on July 27, 2011. See ECF No. 52. On August 2, 2011, Plaintiff Siddharth Hariharan moved to transfer the related actions to the San Jose Division. See ECF No. 56. Judge Armstrong granted the Motion to Transfer on August 4,2011. See ECF No. 58.

On August 5, 2011, the five related underlying actions were reassigned to the undersigned judge. See ECF No. 60. On September 6, 2011, the parties filed a joint stipulation to consolidate the individual cases to “avoid duplication and unnecessary costs, and ... [to] promote the efficient conduct of proceedings.” ECF No. 63 at 2. Pursuant to this joint stipulation, the Court consolidated the five underlying actions on September 12, 2011. See ECF No. 64. Plaintiffs filed the Consolidated Amended Complaint on September 13, 2011. See GAG.

Defendants filed a Joint Motion to Dismiss the CAC on October 13, 2011, see ECF No. 79, and, with leave of the Court, Lucasfilm filed its separate Motion to Dismiss on October 17, 2011, see ECF No. 83. Following a hearing on January 26, 2012, see ECF No. 108, the Court granted in part and denied in part Defendants’ Joint Motion to Dismiss and denied Lucasfilm’s Motion to Dismiss on April 18, 2012, see ECF No. 119.

b. Initial Motion for Class Certification

On October 1, 2012, Plaintiffs filed their Motion for Class Certification along with an expert report in support of the motion. See Class Cert. Mot.; Learner Rep. In their class certification motion, Plaintiffs sought certification of an “All Employee” class, which included every salaried employee throughout the United States who worked for Defendants between 2005 and 2009. Class Cert. Mot. at 1. Plaintiffs estimated that this class included more than 100,000 employees. See id. at 5. In the alternative, Plaintiffs sought certification of a more limited class of salaried technical, creative, and research and development employees (“Technical Class”). Class Cert. Mot. at 1.

On November 12, 2012, Defendants filed their Opposition to Plaintiffs’ Motion for Class Certification, see Opp’n, as well as a Motion to Strike the expert report and declarations submitted by Plaintiffs, see ECF No. 210. Plaintiffs then filed their Consolidated Reply in Support of Class Certification and in Opposition to the Motion to Strike on December 10, 2012. Pis.’ Consol. Reply in Supp. of Mot. (“Reply”), ECF No. 247. On January 9, 2013, Defendants filed a Joint Administrative Motion for Leave to Supplement the Record in Support of Defendants’ Opposition to Class Certification, see ECF No. 263, to which Plaintiffs filed an opposition, see ECF No. 270. The Court held a hearing on Plaintiffs’ Motion for Class Certification on January 17, 2013. See ECF No. 282.

On April 5, 2013, the Court granted in part and denied in part Plaintiffs’ Motion for Class Certification with leave to amend. See Apr. 5 Class Cert. Order. Specifically, the Court declined to certify the class, but it did confirm as final the Court’s prior interim appointment of Lieff, Cabraser, Heimann & Bernstein, LLP, and the Joseph Saveri Law Firm as Co-Lead Counsel and appointed as Class Counsel the law firms that had served on the Executive Committee, Berger & Montague, P.A. and Grant & Eisenhofer, P.A. Id. at 47. The Court recognized that these firms have vigorously prosecuted this action and will continue to do so. Id.

The Court further denied Defendants’ Motion to Strike and granted in part and denied in part Plaintiffs’ request to strike Defendants’ expert report and certain employee declarations. Id. at 49-52. Finally, the Court denied Defendants’ Joint Administrative Motion for Leave to Supplement the Record in Support of Defendants’ Opposition to Class Certification. Id. at 52.

In granting in part and denying in part Plaintiffs’ Motion for Class Certification, the Court first noted that Defendants did not dispute Plaintiffs’ assertion that both of the proposed classes satisfied the requirements of Rule 23(a): numerosity, commonality, typicality, and adequacy of representation. Id. at 9 (citing Class Cert. Mot. at 4-6; Tr. of Jan. 17, 2013 Class Cert H’rg (“Jan. 17 Tr.”) at 5:10-15, ECF No. 321). As such, the Court focused its analysis on whether Plaintiffs’ proposed classes satisfied Rule 23(b)(3)’s requirement that common questions predominate. In so doing, the Court found that “the adjudication of Defendants’ alleged antitrust violation will turn on overwhelmingly common legal and factual issues.” Id. at 13. In addition, the Court found that Plaintiffs satisfied their Rule 23(b)(3) burden on the issue of the predominance of common issues with respect to damages. Id. at 44.

However, the Court could not find, based on the evidence available to Plaintiffs at the time of the initial Class Certification Motion, that Plaintiffs adequately demonstrated that common issues with regard to the impact of the alleged violation on members of the All Employee Class or Technical Class would predominate under Rule 23(b)(3). Id. at 44-45. Although Plaintiffs’ documentary evidence weighed “heavily in favor of finding that common issues predominate over individual ones for the purpose of being able to prove antitrust impact,” the Court expressed concern that Plaintiffs’ examples — such as email exchanges between CEOs and discrete human resources documents from certain Defendants in particular years— might not be sufficient. See id. at 33. The Court found that Plaintiffs might need “additional [documentary] support or empirical analysis” to demonstrate that common evidence could be used to prove that all or nearly all 100,000 members of the All Employee Class were affected by the anti-solicitation agreements. See id. In particular, the Court found that additional documentary support or empirical analysis would be important to assure the Court that common issues predominated over individual issues given that Defendants contested many of the factual bases of Plaintiffs’ theories of harm and actively criticized the reliability, admissibility, and persuasiveness of Plaintiffs’ statistical analyses. Id. The Court also questioned whether Plaintiffs’ All Employee Class was overly broad and noted that Plaintiffs’ initial Motion for Class Certification provided little discussion or analysis to support certifying Plaintiffs’ more limited Technical Class over the All Employee Class. See id. at 29.

The Court afforded Plaintiffs leave to amend to address the Court’s concerns. See id. at 52. In so doing, the Court made clear that it was keenly aware that Defendants had failed to produce significant amounts of discovery or make key witnesses available for depositions until after the hearing on Plaintiffs’ Motion for Class Certification. Id. at 47. The Court noted that Defendants’ failure to produce documents and witnesses hindered Plaintiffs’ efforts to demonstrate that their proposed classes satisfied the Rule 23 requirements. Id.

On May 10, 2013, Plaintiffs filed their Supplemental Motion for Class Certification, which focuses on demonstrating that common issues predominate for the purpose of satisfying the requirements of Rule 23(b)(3) with respect to the Technical Class. Suppl. Class Cert. Mot. at 2. In the Supplemental Motion, Plaintiffs specifically address the Court’s concerns regarding the evidence of predominance with respect to the impact of the antitrust violation on all or nearly all of the Technical Class. See id. at 22-25. Defendants filed their Opposition to Plaintiffs’ Supplemental Motion for Class Certification on June 21, 2013. See Suppl. Opp’n. Plaintiffs then filed their Reply in support of their Supplemental Motion for Class Certification on July 12, 2013. Suppl. Reply. Subsequently, Defendants filed objections to certain evidence in Plaintiffs’ Reply. ECF No. 469. Plaintiffs then filed a motion to enforce Local Rule 7-3(d)(l) and to strike Defendants’ improper Sur Reply, ECF No. 479, to which Defendants filed an Opposition, ECF No. 485. The parties have filed various motions for leave to file statements of recent decisions while the Supplemental Motion for Class Certification has been pending before this Court. ECF Nos. 491, 496, 498, 499, 505.

On July 12, 2013, Plaintiffs’ Co-Lead Class Counsel filed a letter informing the Court that Plaintiffs and Defendants Pixar and Lucasfilm Ltd. reached an agreement to settle all individual and class claims alleged in the CAC on behalf of Plaintiffs’ proposed Technical Class. See ECF No. 453. On July 30, 2013, Plaintiffs’ Co-Lead Counsel filed a similar letter informing the Court that Plaintiffs and Defendant Intuit also reached an agreement to settle all individual and class claims alleged in the CAC on behalf of Plaintiffs’ proposed Technical Class. See ECF No. 489. On September 21, 2013, Plaintiffs and Defendants Pixar, Lucasfilm, and Intuit filed a Motion for Preliminary Approval of Class Settlement. ECF No. 501. That motion is pending before this Court. Due to the settlements, Plaintiffs now only seek certification of a class for litigation purposes against Defendants Adobe, Apple, Google, and Intel. See Suppl. Reply at 1 n.l.

Nonetheless, all parties agree that the settlements do not have any impact on Plaintiffs’ Supplemental Motion for Class Certification. See Pis.’ Br. Re Impact of the Proposed Settlement on Pis.’ Suppl. Mot. Class Cert., ECF No. 483 (noting that the settlements “preserve[ ] Plaintiffs’ right to litigate against the non-settling Defendants for the entire amount of Plaintiffs’ damages based on joint and several liability under the antitrust laws.”); Defs.’ Joint Br. Re the Impact of the Proposed Pixar and Lueasfilm Settlements on the Suppl. Class Cert. Mot., ECF No. 484 (“Plaintiffs agree that these proposed settlements have no effect on the pending motion for certification of the Technical Class.”). Generally, the same Rule 23 standard applies for certification of a proposed class, whether for litigation or settlement purposes. See Amchem Prod., Inc. v. Windsor, 521 U.S. 591, 619, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997); Hanlon v. Chrysler Corp., 150 F.3d 1011, 1019-23 (9th Cir.1999).

II. PROPOSED CLASS DEFINITION

Named Plaintiffs now seek to certify only a nationwide class of salaried technical, creative, and research and development employees who worked for any Defendant while that Defendant participated in at least one anti-solicitation agreement with another Defendant. Thus, Plaintiffs bring before the Court a proposed class “comprising those technical employees whose work contributed to Defendants’ core business functions, whom the Defendants heavily recruited and jealously guarded, and who appear at the very crux of Defendants’ conspiracy and this case.” Suppl. Mot. at 2. Specifically, Plaintiffs seek to certify a Technical Class defined as follows:

All natural persons who work in the technical, creative, and/or research and development fields that are employed on a salaried basis in the United States by one or more of the following: (a) Apple from March 2005 through December 2009; (b) Adobe from May 2005 through December 2009; (c) Google from March 2005 through December 2009; (d) Intel from March 2005 through December 2009; (e) Intuit from June 2007 through December 2009; (f) Lueasfilm from January 2005 through December 2009; or (g) Pixar from January 2005 through December 2009. Excluded from the Class are: retail employees; corporate officers, members of the boards of directors, and senior executives of all Defendants.

Id. at iii.

The proposed Technical Class consists of job titles identified in Appendix B to the Learner Report, ECF No. 190, including: (1) Software Engineers, (2) Hardware Engineers and Component Designers, (3) Application Developers, (4) Programmers, (5) Product Developers, (6) User Interface or User Experience Designers, (7) Quality Analysts, (8) Research and Development, (9) Animators, Digital Artists, Creative Directors and Technical Editors, (10) Graphic Designers and Graphic Artists, (11) Web Developers, (12) IT Professionals, (13) Systems Engineers and Administrators, and (14) employees classified as technical professionals by their employers. See Learner Rep., App. B, ¶ 155. Plaintiffs believe that this proposed class includes more than 50,000 people. Class Cert. Mot. at 5.

III. LEGAL STANDARD

Class actions are governed by Rule 23 of the Federal Rules of Civil Procedure. Rule 23 does not set forth a mere pleading standard. To obtain class certification, Plaintiffs bear the burden of showing that they have met each of the four requirements of Rule 23(a) and at least one subsection of Rule 23(b). Zinser v. Accufix Research Inst., Inc., 253 F.3d 1180, 1186, amended by 273 F.3d 1266 (9th Cir.2001). “A party seeking class certification must affirmatively demonstrate ... compliance with the Rule.” Wal-Mart Stores, Inc. v. Dukes, — U.S. -, 131 S.Ct. 2541, 2551, 180 L.Ed.2d 374 (2011).

Rule 23(a) provides that a district court may certify a class only if: “(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.” Fed. R. Civ. P. 23(a). That is, the class must satisfy the requirements of numerosity, commonality, typicality, and adequacy of representation to maintain a class action. Mazza v. Am. Honda Motor Co., Inc., 666 F.3d 581, 588 (9th Cir.2012). Further, while Rule 23(a) is silent as to whether the class must be ascertainable, courts have held that the Rule implies this requirement as well. See, e.g., Herrera v. LCS Fin. Servs. Corp., 274 F.R.D. 666, 672 (N.D.Cal.2011).

If all four prerequisites of Rule 23(a) are satisfied, a court must also find that Plaintiffs “satisfy through evidentiary proof’ at least one of the three subsections of Rule 23(b). Comcast Corp. v. Behrend, — U.S. -, 133 S.Ct. 1426, 1432, 185 L.Ed.2d 515 (2013). Rule 23(b) sets forth three general types of class actions. A class may be certified under Rule 23(b)(1) upon a showing that there is a risk of substantial prejudice or inconsistent adjudications from separate actions. Fed. R. Civ. P. 23(b)(1). A class may be certified under Rule 23(b)(2) if “the party opposing the class has acted or refused to act on grounds that apply generally to the class, so that final injunctive relief or corresponding declaratory relief is appropriate respecting the class as a whole.” Fed. R. Civ. P. 23(b)(2). Finally, a class may be certified under Rule 23(b)(3) if a court finds that “questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3).

“[A] court’s class-certification analysis must be ‘rigorous’ and may ‘entail some overlap with the merits of the plaintiffs underlying claim.’ ” Amgen Inc. v. Conn. Ret. Plans and Trust Funds, — U.S. -, 133 S.Ct. 1184, 1194, 185 L.Ed.2d 308 (2013) (quoting Dukes, 131 S.Ct. at 2551); see also Mazza, 666 F.3d at 588 (“ ‘Before certifying a class, the trial court must conduct a ‘rigorous analysis’ to determine whether the party seeking certification has met the prerequisites of Rule 23.’ ” (quoting Zinser, 253 F.3d at 1186)). This “rigorous” analysis applies to both Rule 23(a) and Rule 23(b). Comcast, 133 S.Ct. at 1432 (discussing how Congress included “addition[al] ... procedural safeguards for (b)(3) class members beyond those provided for (b)(1) or (b)(2) class members (e.g., an opportunity to opt out)” and how a court has a “duty to take a ‘close look’ at whether common questions predominate over individual ones”).

Nevertheless, “Rule 23 grants courts no license to engage in free-ranging merits inquiries at the certification stage.” Amgen, 133 S.Ct. at 1194-95. “Merits questions may be considered to the extent — but only to the extent — that they are relevant to determining whether the Rule 23 prerequisites for class certification are satisfied.” Id. at 1195. If a court concludes that the moving party has met its burden of proof, then the court has broad discretion to certify the class. Zinser, 253 F.3d at 1186.

IV. DISCUSSION

The Supreme Court has long recognized that class actions serve a valuable role in the enforcement of antitrust laws. As the Supreme Court stated in Hawaii v. Standard Oil Co., 405 U.S. 251, 262, 92 S.Ct. 885, 31 L.Ed.2d 184 (1972), “[e]very violation of the antitrust laws is a blow to the free-enterprise system envisaged by Congress. This system depends on strong competition for its health and vigor, and strong competition depends, in turn, on compliance with antitrust legislation.” See also N. Pac. Ry. Co. v. United States, 356 U.S. 1, 4, 78 S.Ct. 514, 2 L.Ed.2d 545 (1958) (“The Sherman Act was designed to be a comprehensive charter of economic liberty aimed at preserving free and unfettered competition as the rule of trade. It rests on the premise that the unrestrained interaction of competitive forces will yield the best allocation of our economic resources ... while at the same time providing an environment conductive [sic] to the preservation of our democratic political and social institutions.”). .

Thus, to “open[ ] the door of justice” to individuals harmed by antitrust violations while at the same time penalizing antitrust violators, Congress chose to allow individuals to serve as private attorneys general in antitrust actions and to recover treble damages for their injuries. See Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 486 n. 10, 97 S.Ct. 690, 50 L.Ed.2d 701 (1977) (citing the initial Congressional debates concerning the Clayton Act’s damages provisions as evidence that the sponsors saw treble damages both as a means of “giv(ing) the injured party ample damages for the wrong suffered” and “as an important means of enforcing the law”); see also Zenith Radio Corp. v. Hazeltine Research, Inc., 395 U.S. 100, 130-31, 89 S.Ct. 1562, 23 L.Ed.2d 129 (1969) (“The purpose of giving private parties treble-damage and injunctive remedies was not merely to provide private relief, but was to serve as well the high purpose of enforcing the antitrust laws.”). As the Supreme Court noted in Reiter v. Sonotone Corp., 442 U.S. 330, 344, 99 S.Ct. 2326, 60 L.Ed.2d 931 (1979), “[t]hese private suits provide a significant supplement to the limited resources available to the Department of Justice for enforcing the antitrust laws and deterring violations.”

Plaintiffs allege that Defendants entered into an “overarching conspiracy” to suppress employee compensation to artificially low levels. CAC ¶ 55. According to Plaintiffs, Defendants’ agreements restrained trade and were thus per se unlawful under Section 1 of the Sherman Antitrust Act. Id. ¶2; Class Cert. Mot. at 1; see 15 U.S.C. § 1 (“Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is declared to be illegal.”); see also Rebel Oil Co. v. Atl. Richfield, Co., 51 F.3d 1421, 1431 (9th Cir.1995) (explaining that Section 4 of the Clayton Act allows private parties to sue antitrust violators for damages).

Plaintiffs contend that, although the DOJ ultimately put an end to Defendants’ illegal agreements, the government was unable to compensate the victims of the conspiracy. Plaintiffs now bring this case as private attorneys general “to pick up where the DOJ left off, to seek damages for themselves and for the Class.” Class Cert. Mot. at 1.

A. Rule 23(a) and Class Representatives

Plaintiffs assert that their proposed Technical Class satisfies the elements of Rule 23(a): numerosity, commonality, typicality, and adequacy of representation. Class Cert. Mot. at 4-6; see Fed. R. Civ. P. 23(a). Defendants do not contest that Plaintiffs have satisfied these requirements. See Jan. 17 Tr. at 5:10-15. Nevertheless, the Court addresses each in turn.

First, the Court finds that Plaintiffs have satisfied Rule 23(a)(l)’s numerosity requirement. Pursuant to Rule 23(a)(1), Plaintiffs must show that “the class is so numerous that joinder of all members is impracticable.” Fed. R. Civ. P. 23(a)(1). Plaintiffs need not state the exact number of potential class members, nor is there a bright-line minimum threshold requirement. In re Rubber Chems. Antitrust Litig., 232 F.R.D. 346, 350-51 (N.D.Cal.2005). Rather, the Court must examine the specific facts of each case. Gen. Tel. Co. v. EEOC, 446 U.S. 318, 330, 100 S.Ct. 1698, 64 L.Ed.2d 319 (1980). In this case, the parties agree that the Technical Class includes approximately 60,000 employees. See Class Cert. Mot. at 5; Opp’n at 4. The Court finds joinder of all members of this proposed class to be impracticable. Thus, the numerosity requirement is satisfied. See Fed. R. Civ. P. 23(a)(1).

Second, the Court finds that Plaintiffs have satisfied Rule 23(a)(2)’s commonality requirement. Rule 23(a)(2) requires that “there are questions of law or fact common to the class.” Dukes, 131 S.Ct. at 2250-51. To satisfy the commonality requirement, Plaintiffs must show that the class members have suffered “the same injury,” meaning that class members’ claims must “depend upon a common contention” of such a nature that “determination of its truth or falsity will resolve an issue that is central to the validity of each [claim] in one stroke.” Id. at 2551 (internal quotation marks and citation omitted). Plaintiffs must demonstrate not merely the existence of a common question, but rather “the capacity of a classwide proceeding to generate common answers apt to drive the resolution of the litigation.” Id. (internal quotation marks omitted) (emphasis in original). Nevertheless, “for purposes of Rule 23(a)(2), ‘[e]ven a single [common] question’ will do.” Id. at 2556 (internal punctuation and citations omitted).

“Where an antitrust conspiracy has been alleged, courts have consistently held that ‘the very nature of a conspiracy antitrust action compels a finding that common questions of law and fact exist.’ ” In re TFT-LCD (Flat Panel) Antitrust Litig., 267 F.R.D. 583, 593 (N.D.Cal.2010), amended in part by No. 07-1827, 2011 WL 3268649 (N.D.Cal. July 28, 2011) (quoting In re Dynamic Random Access Memory (DRAM) Antitrust Litig., No. 02-1486, 2006 WL 1530166, at *3 (N.D.Cal. June 5, 2006)). Antitrust liability alone constitutes a common question that “will resolve an issue that is central to the validity” of each class member’s claim “in one stroke,” Dukes, 131 S.Ct. at 2551, “because proof of an alleged conspiracy will focus on defendants’ conduct and not on the conduct of individual class members.” In re TFT-LCD (Flat Panel) Antitrust Litig., 267 F.R.D. at 310 (citing cases). Indeed, the Court has already found that “the adjudication of Defendants’ alleged antitrust violation will turn on overwhelmingly common legal and factual issues.” Apr. 5 Class Cert. Order at 13. Moreover, Defendants do not dispute that there are some common issues of law and fact. See Jan. 17 Tr. at 18:2-8. Because Plaintiffs have demonstrated the existence of at least one common question capable of generating a common answer (antitrust liability), the Court finds that the proposed class meets the commonality requirement of Rule 23(a)(2).

Third, the Court finds that Plaintiffs have satisfied Rule 23(a)(3)’s typicality requirement. Under the “permissive standards” of Rule 23(a)(3), “representative claims are ‘typical’ if they are reasonably co-extensive with those of absent class members; they need not be substantially identical.” Hanlon, 150 F.3d at 1020; accord Staton v. Boeing Inc., 327 F.3d 938, 957 (9th Cir.2003). “The test of typicality is whether other members have the same or similar injury, whether the action is based on conduct which is not unique to the named plaintiffs, and whether other class members have been injured by the same course of conduct.” Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir.1992) (internal quotation marks and citation omitted). The purpose of the typicality requirement is to assure that the interests of the named representative align with the interests of the class. See Ellis v. Costco Wholesale Corp., 657 F.3d 970, 984-85 (9th Cir.2011). In antitrust cases, “typicality usually ‘will be established by plaintiffs and all class members alleging the same antitrust violations by defendants.’ ” Pecover v. Elec. Arts, Inc., No. 08-2820, 2010 WL 8742757, at * 11 (N.D.Cal. Dec. 21, 2010) (quoting In re Playmobil Antitrust Litig., 35 F.Supp.2d 231, 241 (E.D.N.Y.1998)). In this case, all class members, regardless of their individual employers, allege the same injuries arising from common conduct: suppression of compensation due to Defendants’ anti-solicitation agreements. See Aug. 8, 2013 Class Cert. Hr’g Tr. (“Aug. 8 Tr.”) at 19:11-14, ECF No. 494 (“We’re alleging a single violation of the Sherman Act, a single conspiracy....”). Accordingly, the Court finds that the named Plaintiffs’ interests align with the interests of the class, and the typicality requirement of Rule 23(a)(3) is satisfied.

Finally, the Court finds that Plaintiffs satisfy Rule 23(a)(4)’s adequacy requirement. Legal adequacy of a class representative under Rule 23(a)(4) turns on two inquiries: (1) whether named plaintiffs and their counsel have “any conflicts of interest with other class members,” and (2) whether named plaintiffs and their •counsel will “prosecute the action vigorously on behalf of the class.” Hanlon, 150 F.3d at 1020. As stated previously, the named Plaintiffs and Technical Class members share an interest in proving that Defendants’ conduct violated the antitrust laws and suppressed their compensation. In addition, the named Plaintiffs do not have any conflicts of interest with class members. Shaver Decl. Ex. 6 ¶¶ 5-6; id., Ex. 7 ¶¶ 5-6; id., Ex. 8 ¶¶ 5-6; id., Ex. 9 ¶¶ 5-6; id., Ex. 10 ¶¶ 5-6. Thus, the Court finds that the Plaintiffs’ proposed Technical Class satisfies the adequacy requirement.

In addition to the four requirements explicitly provided in Rule 23(a), courts have held that Rule 23(a) also implicitly requires that the class be ascertainable. See, e.g., Herrera, 274 F.R.D. at 672. A class definition is sufficient if the description of the class is “definite enough so that it is administratively feasible for a court to ascertain whether an individual is a member.” O’Connor v. Boeing N. Am. Inc., 184 F.R.D. 311, 319 (C.D.Cal.1998) (internal citation omitted). In addition, “the court must be able to [determine that] class members are included or excluded from the class by reference to objective criteria.” 5 James W. Moore, Moore’s Federal Practice, § 23.21[3] (Matthew Bender 3d ed.).

Here, Plaintiffs’ proposed Technical Class consists of the job titles identified in Appendix B to the Learner Report, as discussed above. See Learner Rep., App. B. Dr. Learner selected these job titles based on Defendants’ own employment compensation data, which breaks jobs into creative, technical, and research and development “job families.” Id. Kevin F. Hal-lock, a labor economist and expert in compensation structure and design, reviewed the titles included in the proposed “Technical Class” and confirmed the titles selected for inclusion in the Technical Class in light of Defendants’ job families for technical workers. See Report of Kevin F. Hallock (“Hallock Rep.”) ¶¶ 241^4, ECF No. 417. In addition, within the proposed Technical Class, Plaintiffs seek to include only employees who filled these job titles at Defendants’ companies within a fixed period of time (2005 to 2009 for all Defendants except Intuit, 2007 to 2009 for Intuit). Thus, the Court finds that the class definition is ascertainable.

Having undertaken a “ ‘rigorous analysis’ to determine whether the party seeking certification has met the prerequisites of Rule 23,” Mazza, 666 F.3d at 588, the Court finds that Plaintiffs’ proposed Technical Class satisfies the numerosity, commonality, typicality, and adequacy requirements. In addition, the Court finds that Plaintiffs’ proposed Technical Class is ascertainable. Thus, Plaintiffs have satisfied the requirements set forth by Rule 23(a).

Further, because the named Plaintiffs and Class members share an interest in proving that Defendants’ conduct violated the antitrust laws and suppressed their compensation and do not have any conflicts of interest, the Court now GRANTS Plaintiffs’ request to appoint Michael Devine, Mark Fichtner, Siddharth Hariharan, Brandon Marshall, and Daniel Stover as class representatives.

B. Rule 23(b)(3): Predominance

Plaintiffs also contend that their proposed Technical Class satisfies the requirements of Rule 23(b)(3). Defendants disagree. Specifically, Defendants argue that Plaintiffs’ proposed class does not satisfy Rule 23(b)(3)’s predominance requirement because neither antitrust impact nor damages can be proven on a classwide basis. Opp’n at 11; Suppl. Opp’n at 3^4. For the reasons discussed below, the Court finds that questions common to the class are likely to predominate over any individual questions.

The predominance analysis focuses on “the legal or factual questions that qualify each class member’s case as a genuine controversy” to determine “whether proposed classes are sufficiently cohesive to warrant adjudication by representation.” Amchem Prods., 521 U.S. at 623, 117 S.Ct. 2231; see also Fed. R. Civ. P. 23(b)(3) (holding that, to certify a class, the court must find that “questions of law or fact common to class members predominate over any questions affecting only individual members” (emphasis added)).

“Considering whether questions of law or fact common to class members predominate begins ... with the elements of the underlying causes of action.” Erica P. John Fund, Inc. v. Halliburton Co., — U.S. -, 131 S.Ct. 2179, 2184, 180 L.Ed.2d 24 (2011). A court must analyze these elements to “determine which are subject to common proof and which are subject to individualized proof.” In re TFT-LCD (Flat Panel) Antitrust Litig., 267 F.R.D. at 311-13.

In this case, Plaintiffs allege a violation of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1, and Section 4 of the Clayton Antitrust Act, 15 U.S.C. § 15. See CAC ¶¶ 119-13 5; Class Cert. Mot. at 1. “[T]o establish an antitrust claim, plaintiffs typically must prove (1) a violation of antitrust laws, (2) an injury they suffered as a result of that violation, and (3) an estimated measure of damages.” In re New Motor Vehicles Canadian Export Antitrust Litigation (“In re New Motors”), 522 F.3d 6, 19 n.18 (1st Cir.2008).

Before the Court discusses whether common questions predominate with regard to each of these elements, the Court notes that the legal standards with respect to the predominance inquiry are not altogether clear. Specifically, the Court notes that there is no binding authority discussing the standard a court must apply in determining whether common issues predominate in a putative class action alleging wage suppression resulting from antitrust violations. Further, recent Supreme Court authority on class certification suggests that the law in this area remains somewhat unsettled.

In Wal-Mart v. Dukes, the Supreme Court rejected certification of a class of more than one million female Walmart employees in a Title VII case, holding that “[a] party seeking class certification must affirmatively demonstrate his compliance with the rule.” Dukes, 131 S.Ct. at 2551. The Supreme Court further noted that prior to certifying a class, a district court must engage in a “rigorous analysis” that will “entail some overlap with the merits of the plaintiffs underlying claim.” Id. The Supreme Court held that the class could not be certified because the plaintiffs could not demonstrate commonality under Rule 23(a). Id. at 2554-57. The Dukes plaintiffs had relied on statistical evidence that women were paid less, anecdotal evidence of discrimination from 120 women, and a sociologist who opined that there was a culture of sex stereotyping at Walmart. Id. at 2549. The Supreme Court found that this evidence was insufficient to establish commonality because it demonstrated no general policy of discrimination and no corporate direction of store managers’ discretion. Id. at 2554. Accordingly, the Supreme Court, finding that commonality required not just common questions but the capacity to generate a common answer in a classwide proceeding, reversed the certification of the class. Id. at 2551.

Applying Dukes, the Ninth Circuit, in Ellis v. Costco vacated a district court’s certification of a class. 657 F.3d at 988. The Ellis court, discussing commonality, held that district courts must consider the underlying merits in addressing class certification issues. Id. at 983. The Ninth Circuit further concluded that when there is a battle of the experts on class certification, “rigorous analysis” requires district courts to determine not only admissibility of the experts’ statements, but also the “persuasiveness of the evidence presented.” Id. at 982.

Two years after it decided Dukes, the Supreme Court affirmed the certification of a class of plaintiffs who were alleging securities fraud in Amgen. In Amgen, the Supreme Court held that plaintiffs need not prove materiality, one of the elements of plaintiffs’ securities fraud claim, at the class certification stage; rather, the Supreme Court found that plaintiffs needed only demonstrate that common questions would predominate. 133 S.Ct. at 1191. “Rule 23(b)(3) requires a showing that questions common to the class predominate, not that those questions will be answered, on the merits, in favor of the class.” Id. As such, “the office of a Rule 23(b)(3) certification ruling is not to adjudicate the case; rather, it is to select the ‘metho[d]’ best suited to adjudication of the controversy ‘fairly and efficiently.’ ” Id. Therefore, while class certification may require some inquiry into the merits, “Rule 23 grants courts no license to engage in free-ranging merits inquiries at the certification stage.” Id. at 1194. Importantly, the Supreme Court specified that plaintiffs were not required to demonstrate that common questions would predominate with respect to each element. Id. at 1196 (“Rule 23(b)(3), however, does not require a plaintiff seeking class certification to prove that each ‘elemen[t] of [her] claim [is] susceptible to classwide proof.’ ” (alterations and emphasis in original)). Rather, the inquiry is more holistic.

One month after Amgen, the Supreme Court, in Comcast Corp. v. Behrend, — U.S. -, 133 S.Ct. 1426, 185 L.Ed.2d 515 (2013), reversed certification of a damages and liability class under Rule 23(b)(3). The district court in Comcast had certified a class of more than two million Comcast subscribers who sought damages for violations of federal antitrust laws. Id. at 1431. Plaintiffs in Comcast had proposed four theories of antitrust impact, but the district court found that only one of those theories could be proven using common evidence. Id. However, the district court certified a damages class notwithstanding the fact that plaintiffs’ expert calculated damages using a model that did not isolate the damages resulting from the one credited theory of antitrust impact. Id. The Supreme Court reversed the certification under a “straightforward application of class-certification principles” due to the disconnect between the theory of impact and the theory of damages. Id. at 1433. The Court stated that “Calculations [of damages] need not be exact, but at the class-certification stage (as at trial), any model supporting a ‘plaintiffs damages case must be consistent with its liability case, particularly with respect to the alleged anticompetitive effect of the violation.” Id. Importantly, the Court suggested that some of the principles applied pursuant to Rule 23(a) in Dukes also applied pursuant to Rule 23(b)(3). Specifically, the Court stated that Rule 23(b)(3) required a “rigorous analysis” and that Rule 23(b)(3) may require “inquiry into the merits of the claim.” Id. at 1432-33.

The Ninth Circuit, in line with the Supreme Court’s admonition that Comcast created no new law, read Comcast narrowly in Leyva v. Medline Industries, 716 F.3d 510 (9th Cir.2013). There, the Ninth Circuit reversed a district court’s denial of class certification in a case concerning alleged violations of California labor laws. The Ninth Circuit held that even after Comcast, under Ninth Circuit law, the fact that damages calculations would require individualized inquiries does not defeat certification of a Rule 23(b)(3) class. Id. at 513-14. Thus, so long as “damages will be calculated based on the wages each employee lost due to [defendant’s unlawful practices,” Comcast does not pose a barrier to class certification. Id.

Echoing Leyva, the Seventh Circuit in Butler v. Sears, Roebuck & Co., 727 F.3d 796 (7th Cir.2013), a post-Comcast consumer action alleging defects in washing machines, held that individual questions with respect to damages do not defeat class certification. The Seventh Circuit found that “[a] determination of liability could be followed by individual hearings to determine the damages sustained by each class member.” Id. at 798. The Seventh Circuit distinguished Comcast on the basis that “there is no possibility in this case that damages could be attributed to acts of the defendants that are not challenged on a class-wide basis.” Id. at 800.

The Seventh Circuit in Butler approvingly cited its previous decision in Messner v. Northshore Univ. HealthSystem, 669 F.3d 802 (7th Cir.2012), where the Seventh Circuit had reversed a denial of class certification. In Messner, the Seventh Circuit held that the predominance inquiry does not require the total absence of individual questions, but rather that common questions predominate over any individual questions. Id. at 815. Moreover, the Seventh Circuit in Messner noted that for the purposes of predominance, the inquiry focused on whether common questions predominate over individual questions — not whether plaintiffs could show “common answers to those questions.” Id. at 819. The Seventh Circuit further cautioned against turning class certification into a “dress rehearsal for the trial on the merits” and stated that in antitrust cases, even rigorous application of the class certification standard “will frequently lead to certification.” Id. at 811, 815; see also Amchem, 521 U.S. at 625, 117 S.Ct. 2231 (“Predominance is a test readily met in certain cases alleging consumer or securities fraud or violations of the antitrust laws.”). Importantly, in both Messner and Butler, the Seventh Circuit rejected the proposition that “predominance is determined simply by counting noses: that is, determining whether there are more common issues or more individual issues, regardless of relative importance.” Butler, 727 F.3d at 801. Rather, “predominance requires a qualitative assessment too; it is not bean counting.” Id.; see also Messner, 669 F.3d at 814 (“There is no mathematical or mechanical test for evaluating predominance.”).

The Seventh Circuit decision in Butler cited and was in accord with the Sixth Circuit’s post-Comcast decision in In re Whirlpool Corp. Front-Loading Washer Products Liability Litigation, 722 F.3d 838 (6th Cir.2013). There, the Sixth Circuit affirmed the certification of a class, finding that the district court had adequately considered the merits in determining that common questions would predominate over individual questions. The Sixth Circuit found that like Amgen, the defendant’s liability in the consumer class action would be classwide or non-existent. Id. at 859. The Sixth Circuit further distinguished Comcast on the basis that Comcast concerned a class certified for damages purposes in addition to liability purposes. Id. Accordingly, the Sixth Circuit concluded that “the principles we glean from Amgen and Comcast Cotp. include that to satisfy Rule 23(b)(3), named plaintiffs must show, and district courts must find, that questions of law or fact common to members of the class predominate over any questions that affect only individual members.” Id. at 860.

The D.C. Circuit has further elaborated on the qualitative assessment required by the Sixth and Seventh Circuits and concluded that such an assessment requires district courts to closely scrutinize factual evidence and expert reports that demonstrate that impact can be proven on a classwide basis. See In re Rail Freight Fuel Surcharge Antitrust Litig., 725 F.3d 244, 247 (D.C.Cir.2013). The D.C. Circuit held that “[c]ommon questions of fact cannot predominate where there exists no reliable means of proving classwide injury in fact.” Id. at 252-53. The D.C. Circuit further stated that “[i]t is now indisputably the role of the district court to scrutinize the evidence before granting certification.” Id. at 253. The D.C. Circuit therefore found that “[i]t is now clear ... that Rule 23 not only authorizes a hard look at the soundness of statistical models that purport to show predominance — the rule commands it.” Id. at 255. Accordingly, the D.C. Circuit vacated the district court’s certification of the class because there were methodological problems with the plaintiffs’ expert reports that the district court had not considered. Id. at 252.

Certain principles regarding the legal standard that this Court must apply in determining whether the Technical Class should be certified emerge from Wal-Mart, Amgen, Comcast, and the circuit court cases applying this Supreme Court authority. First, and most importantly, the critical question that this Court must answer is whether common questions predominate over individual questions. Amgen, 133 S.Ct. at 1191. In essence, this Court must determine whether common evidence and common methodology could be used to prove the elements of the underlying cause of action. Id. Second, in answering this question, this Court must conduct a “rigorous” analysis. Comcast Corp., 133 S.Ct. at 1432. This analysis may overlap with the merits, but the inquiry cannot require Plaintiffs to prove elements of their substantive case at the class certification stage. Amgen, 133 S.Ct. at 1194. Third, this Court must determine not only the admissibility of expert evidence that forms the basis of the methodology that demonstrates whether common questions predominate. Ellis, 657 F.3d at 982. Rather, this Court must also determine whether that expert evidence is persuasive, which may require the Court to resolve methodological disputes. Id.; see also In re Rail Freight Fuel Surcharge Antitrust Litig., 725 F.3d at 255. Fourth, the predominance inquiry is not a mechanical inquiry of “bean counting” to determine whether there are more individual questions than common questions. Butler, 727 F.3d at 801. Instead, the inquiry contemplates a qualitative assessment, which includes a hard look at the soundness of statistical models. Id.; In re Rail Freight Fuel Surcharge Antitrust Litig., 725 F.3d at 255. Fifth, Plaintiffs are not required to show that each element of the underlying cause of action is susceptible to class-wide proof. Amgen, 133 S.Ct. at 1196. Rather, they need only show that common questions will predominate with respect to their case as a whole. Id.

With these principles in mind, this Court now turns to the elements and finds that common questions predominate overall and with regard to all three elements— antitrust violation, antitrust impact, and damages.

1. Antitrust Violation

Plaintiffs allege that Defendants engaged in an “overarching conspiracy” to eliminate competition among one another for skilled labor, with the intent and effect of suppressing the compensation and mobility of Defendants’ employees. CAC ¶¶ 1, 2, 55. Accordingly, Plaintiffs contend that, at trial, “[p]roving Defendants’ conspiracy will be the overriding common issue for every Class Member.” Class Cert. Mot. at 2. In support of their allegations, Plaintiffs have set forth copious common evidence in the form of Defendants’ internal work documents, deposition transcripts, and email exchanges between Defendants’ CEOs as well as other directors, officers, and senior managers, all of which support Plaintiffs’ allegations that Defendants entered into express agreements not to compete for one another’s employees.

Defendants concede that adjudication of Defendants’ alleged antitrust violations will turn on common legal and factual issues. See Jan. 17 Tr. at 17:1-4 (Court: “Do you contest [the antitrust violation] prong of the analysis?” Defendants’ Counsel: “Not for purposes of this motion.”). As stated in this Court’s April 5 Class Certification Order, this Court agrees and finds that Plaintiffs have demonstrated that “adjudication of Defendants’ alleged antitrust violation will turn on overwhelmingly common legal and factual issues.” Apr. 5 Class Cert. Order at 13.

To prevail on a cause of action for violation of Section 1 of the Sherman Act, a plaintiff must show that: “(1) there was an agreement, conspiracy, or combination between two or more entities; (2) the agreement was an unreasonable restraint of trade under either a per se or rule of reason analysis; and (3) the restraint affected interstate commerce.” Am. Ad Mgmt., Inc. v. GTE Corp., 92 F.3d 781, 784 (9th Cir.1996); see also Tanaka v. Univ. of S. Cal., 252 F.3d 1059, 1062 (9th Cir.2001). Plaintiffs here present substantial evidence of Defendants’ antitrust violations, and all of that evidence is common to the Technical Class as a whole.

Plaintiffs’ evidence indicates that the roots of Defendants’ conspiracy appear to reach back to the mid-1980s, shortly after George Lucas (former Lucasfílm Chairman of the Board and CEO) sold Lucas-film’s “computer division,” a “tech, research, and development company,” to Steve Jobs (Co-Founder, Former Chairman, Former CEO of Apple), who then renamed the division “Pixar.” Decl. of Lisa Cisneros (“Cisneros Deck”), Ex. NN (Lucas Depo.) at 16, 59, ECF No. 418-2. George Lucas believed that companies should not compete against each other for employees, because “[i]t’s not a normal industrial competitive situation.” Id. at 52. As George Lucas explained, “I always — the rule we had, or the rule that I put down for everybody,” was that “we cannot get into a bidding war with other companies because we don’t have the margins for that sort of thing.” Id. at 44. Edward Catmull (Pixar President) agreed with George Lucas that the newly independent Pixar would reciprocate this non-compete “rule” with Lucasfílm. The companies thus agreed: (1) not to cold call each other’s employees; (2) to notify each other when making an offer to an employee of the other company even if that employee applied for a job on his or her own initiative; and (3) that any offer would be “final” and would not be improved in response to a counter-offer by the employee’s current employer (whether Lucasfílm or Pixar). Shaver Deck, Ex. 3 (McAdams Depo.) at 145-46; Def. Lucasfílm Ltd.’s Am. Ans. to Consol. Am. Compl. ¶ 59, ECF No. 168 (“Lucasfílm and Pixar had a general understanding that they would not actively solicit candidates from the other via cold-calling.”).

Steve Jobs (Co-Founder, Former Chairman, Former CEO of Apple), who was “very adamant about protecting his employee force,” proceeded to expand the Pixar-Lucasfilm agreement to include Apple and its labor competitors. Cisneros Deck, Ex. RR (Catmull Depo.) at 195. As such, beginning no later than 2004, Pixar sought Steve Jobs’ permission before making offers of employment to Apple employees, regardless of whether Pixar solicited the employee or the employee applied independently. See Shaver Deck, Ex. 62 (showing email from Rob Cook (Pixar Vice President of Advanced Technology) to Steve Jobs in 2004 requesting permission to make an offer to an Apple employee). On April 30, 2007, Lori McAdams (Pixar Vice President of Human Resources and Administration) and Danielle Lambert (Apple Head of Human Resources), formalized the two companies’ understanding on the same terms as the “gentlemen’s agreement” between Pixar and Lucasfílm. See id., Ex. 66 (Lori McAdams informing recruiting team about her phone call with Danielle Lambert and that, “effective now, we’ll follow a gentleman’s agreement with Apple that is similar to our Lucasfílm agreement. That is ... we won’t directly solicit any Apple employee (including outside recruiters if we use them).... Danielle will ask her Recruiting team to follow the same procedure.” (emphasis added)).

These agreements extended to other Defendants. On February 18, 2005, Bill Campbell (Chairman of Intuit Board of Directors, Co-Lead Director of Apple, and advisor to Google) assisted Steve Jobs (Co-Founder, Former Chairman, Former CEO of Apple) in entering into an agreement with Eric Schmidt (Google Executive Chairman, M