In re Animation Workers Antitrust Litigation (123 F. Supp. 3d 1175, 2015)

ORDER DENYING DEFENDANTS’ JOINT MOTION TO DISMISS

LUCY H. KOH, United States District Judge

Defendants DreamWorks Animation SKG, Inc.; The Walt Disney" Company; Lucasfilm Ltd.,' LLC; Pixar;’ ImageM-overs, LLC; Two Pic MC LLC (f/k/a Ima-geMovers Digital); Sony Pictures Animation Inc.; Sony Pictures Imageworks Inc.; and Blue Sky Studios (collectively, “Defendants”) have filed a joint motion to dismiss the second amended complaint. (“Mot.”), EOF No. 126. Pursuant to Civil Local Rule 7 — 1(b), .the Court finds this motion suitable for disposition without oral argument and VACATES the hearing set for September 17, 2015. Having considered the parties’ submissions, the relevant law, and the record in this case, the Court DENIES Defendants’ motion.

I. BACKGROUND

This is a consolidated class action brought by former employees alleging antitrust claims against their former employers, various animation studios with principal places of business in California. Plaintiffs contend that Defendants engaged in a conspiracy to fix and suppress employee compensation and to restrict employee mobility.

A. Factual Background

The Court draws the following factual background from the uncontroverted allegations in the Second Amended Complaint (“SAC”), and from judicially noticed documents. Unless otherwise noted, Plaintiffs’ allegations are presumed to be true for purposes of ruling on Defendants’ motion to dismiss. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009).

1. The Parties

Defendants include the following animation and visual effects studios:. Blue Sky Studios, Inc. (“Blue Sky”), a Delaware corporation with its principal place of business in Greenwich, CT; DreamWorks Animation SKG, Inc. (“DreamWorks”), a Delaware corporation with its principal place of business in Glendale, CA;' Ima-geMovers Digital LLC, a Delaware corporation with its principal place of business in Burbank, CA; Lucasfilm Ltd., LLC (“Lucasfilm”), a California corporation with its principal place of business in San Francisco, CA; Pixar, a California corporation with its principal place of business in Emeryville, CA; Sony Pictures.Animation, Inc. and Sony Pictures Image-works, Inc. (collectively, “the Sony Defendants”), California corporations with their principal, places of business in Culver City, CA; and The. Walt Disney Company (“Disney”) is a Delaware corporation with its principal place of business in Burbank, CA. SAC ¶¶ 22-29. ,

Plaintiffs Robert A. Nitsch, Jr., Georgia Cano, and David Wentworth (collectively, “Plaintiffs”), are artists and engineers that were previously employed by four of the named Defendants. Id. ¶¶ 19-21. Nitsch worked for Sony Picture Imageworks in 2004 and DreamWorks from 2007 to 2011. Id. ¶ 19. Cano worked for Walt Disney Feature Animation from 2004 to 2005, Im-ageMovers Digital in 2010, and at various other visual effects and animation studios. Id. ¶ 20. Wentworth worked at ImageM-overs Digital from 2007 to 2010. Id. ¶ 21. Nitsch is a resident of Massachusetts, and Cano and Wentworth are residents of California. Id. ¶¶ 19-21.

Plaintiffs seek to represent the following class:

All persons who worked at any time from 2004 to the present for Pixar, Lu-casfilm, DreamWorks Animation, Walt Disney Animation Studios, Walt Disney Feature Animation, Blue Sky Studios, Digital Domain, ImageMovers Digital, Sony Pictures Animation or Sony Pictures Imageworks in the United States. Excluded from the Class are officers, directors, senior executives and personnel in the human resources and recruiting departments of the Defendants.

Id. ¶ 195.

2. In re High-Tech Employees Litigation and the Department of Justice investigation

There is significant factual overlap between Plaintiffs’ allegations and the related action In re High-Tech Employees Litigation, No. 11-CV-02509-LHK, as well as the civil complaints filed by the Department of Justice (“DOJ”) against several Silicon Valley technology companies, Pixar, and Lucasfilm. As both the factual and procedural history of the related action, In re High-Tech, and the DOJ investigations and complaints are relevant to the substance of Defendants’ motion to dismiss, the Court briefly summarizes the background of that litigation below.

From 2009 to 2010, the Antitrust Division of the DOJ investigated the employment and recruitment practices of various Silicon Valley technology companies, including Adobe Systems, Inc., Apple, Inc., Google, Inc., Intel Corp., and Intuit, Inc. See In re High-Tech Employee Antitrust Litig., 856 F.Supp.2d 1103, 1109 (N.D.Cal. 2012). In September of 2010, the DOJ then filed civil complaints against the above-mentioned technology companies, in addition to Pixar and Lucasfilm. Id. The DOJ filed its complaint against Adobe, Apple, Google, Intel, Intuit, and Pixar on September 24, 2010. Id. On December 21, 2010, the DOJ filed another complaint against Lucasfilm and Pixar. See No. 11-2509, ECF No. 65. The defendants, including Pixar and Lucasfilm, stipulated to proposed final judgments in which they agreed that the DOJ’s complaints had stated claims under federal antitrust law and agreed to be “enjoined from attempting to enter into, maintaining or enforcing any agreement with any other person or in any way refrain from ... soliciting, cold calling, recruiting, or otherwise competing for employees of the other person. High-Tech, 856 F.Supp.2d at 1109-10 (quoting Adobe Proposed Final Judgment at 5). The D.C. District Court entered the stipulated proposed final judgments in March and June of 2011. Id. at 1110.

The High-Tech plaintiffs filed five separate state court actions between May and July of 2011. ’Following removal, transfer to San Jose to the undersigned judge, and consolidation, the High-Tech plaintiffs filed a consolidated amended complaint on September 13, 2011. Id. at 1112-13. In their complaint, the High-Tech plaintiffs alleged antitrust claims against their employers, claiming that the defendants had conspired “to fix and suppress employee compensation and to restrict employee mobility.” Id. at 1108. More specifically, the High-Tech plaintiffs alleged a conspiracy comprised of “an: interconnected web of express bilateral agreements.” Id. at 1110. One agreement, the “Do Not Cold Call” agreement involved one company placing the names of the other company’s employees on a “Do, Not Cold Call” list and instructing its recruiters not to cold call the employees of the other company. Id. In addition to the “Do Not Cold Call” agreements, the High-Tech plaintiffs also alleged that Pixar and Lucasfilm, defendants in both High-Tech and the instant action, entered into express, written agreements to (1) not cold call each other’s employees, (2) to notify the other company whenever making an offer to an employee of the. other company, and (3) not to engage in “bidding wars.” Id, at 1111.

3. Alleged Conspiracy in the Instant Action

Here, Plaintiffs allege that Defendants conspired to suppress compensation in two ways. First, Defendants allegedly entered into a scheme not to actively solicit each other’s employees. SAC ¶ 42. Second, Defendants allegedly engaged in “collusive discussions in which they exchanged competitively sensitive compensation information and agreed upon compensation ranges,” which would artificially limit compensation offered to Defendants’ current and prospective employees. Id.

a. Anti-Solicitation Scheme

According to Plaintiffs, “Defendants agreed not to contact their coconspirators’ employees to inform them of available positions unless that individual employee had applied for a job opening on his or her own initiative.” Id. ¶ 43. This solicitation, also known as “cold calling,” is “a key competitive tool in a properly functioning labor market,' especially for skilled labor.” Id. ¶44. Plaintiffs aver that employees of competitor studios represent “one of the main pools of potential hires,” and that employees of competitor studios that are not actively searching for new employment are “more likely to be among the most sought after employees.” Id. Hiring an employee from a competitor studio “can save costs and avoid risks.” Id. Absent active solicitation, these employees are also ' difficult to reach. Id. Defendants’ anti-solicitation scheme also allegedly included “notifying each other when an employee of one Defendant applied for a position with another Defendant, and agreeing to limit counteroffers in such situations.” Id. ¶ 45. Moreover, Defendants allegedly “often refrained from hiring other Defendants’ employees at all without the permission of the current employer,” and would sometimes decline to make offers of employment to an unemployed prospective hire if that individual had an outstanding offer from another Defendant. Id. ¶46.

Pixar and Lucasfilm: According to Plaintiffs, “the roots of the conspiracy reach back to the mid-1980s,” when George Lucas, the former Lucasfilm Chairman of the Board and CEO, sold Lucasfilm’s “computer division” to Steve Jobs, who had recently left Apple. Id. ¶ 47. Jobs named his new company Pixar. Id. Pixár’s President, Ed Catmull, Lucas, and “other senior executives, subsequently reached an agreement to restrain their competition for the skilled labor that worked for the two companies.” Id. Pixar drafted the terms of the agreement, which both Defendants communicated to their senior executives and “select human resources and recruiting employees.” Id. Lucas stated in an email that Pixar and Lucasfilm “have agreed that we want to avoid bidding wars,” and that the agreement prevented the two companies from “raiding] each other’s companies.” Id. Pixar and Lucasfilm allegedly agreed to the. following terms: (1) not to cold call each other’s employees; (2) to notify each other when making an offer to the other company’s employee; and (3) that any offer by the other company would be “final,” i.e., neither Pixar nor Lucasfilm would engage in counteroffers. Id. ¶¶ 47-51 (citing internal Pixar email sent on January 16, 2006).

Plaintiffs further allege that while the conspiracy originated with Pixar and Lu-casfilm, Catmull- brought additional studios into the fold. Id. ¶52. In a 2005 email, then Vice President of Human Resources at Pixar, Lori McAdams, wrote “With regard to ILM, Sony, Blue Sky, etc., we have no contractual obligations, but we have a gentleman’s agreement not to. directly soliciVpoach from their employee pool.” Id. ¶ 53. Pixar also drafted an internal “competitors list” that “listed anti-solicitation rules for each of the Defendants.” Id. According to Plaintiffs, Blue Sky, DreamWorks, ImageMovers Digital, Sony Pictures Imageworks, and Walt Disney Animation Studios were “all listed with directions not to ‘recruit directly’ or ‘solicit or poac'h employees.’” Id. Plaintiffs’ allegations as to each Defendant’s alleged role and participation in the anti-solicitation scheme is detailed below.

DreamWorks;. Jobs and DreamWorks CEO, Jeffrey Katzenberg, “personally discussed DreamWorks joining into the conspiracy.” Id. ¶ 56. In a February 18, 2004 email from Catmull to Jobs, Catmull stated that the mutual agreement “worked quite well.” Id. A January 14, 2007 email from Catmull to Disney’s Chairman Dick Cook, also provided that “we have an agreement with Dreamworks not to actively pursue each other’s employees.” Id. In further emails between Catmull, Mc-Adams, and DreamWorks’s head of human resources, Kathy Mandato, Pixar and DreamWorks reiterated their “non-poaching practices.” Id. ¶56. Mandato explained to McAdams that she “thought that we already had this kind of arrangement in plaee, based on a conversation between Steven Spielberg and Steve Jobs,” Id. ¶ 57. When a Pixar recruiting email was sent to a DreamWorks employee, Mandato reached out to McAdams, and McAdams responded that she’d “put a stop to it!” M l 58.

Disney; A 2005 Pixar email “confirmed that Pixar would not recruit workers out of Disney or other studios.” Id. ¶60. ‘ In 2006, Disney purchased Pixar, and Catmull assumed responsibility for Walt Disney Animation Studios. Id. In'communications between Disney Chairman Cook and Cat-mull, Cook agreed that “avoiding] raiding each other” was necessary to avoid “seriously mess[ing] up the pay structure.” Id. Cook allegedly promised to “reaffirm our position again” with ImageMovers Digital, which Plaintiffs contend is a joint venture Disney launched with ImageMovers. Id. In 2006, Disney’s Director, of Animation Resources apparently asked ILM, a division of Lucasfilm, to “observe ‘the Gentlewomen’s agreement’” that ILM not recruit Disney digital artists. Id. ¶ 61. In 2009, Karen Toliver, the Vice President of Animation at Twentieth Century Fox, the owner of Blue Sky, apparently emailed the Chief Operating Officer of Blue Sky, Bri-ane Keane, regarding a Disney employee who was interested in “explor[ing] opportunities with Blue Sky.” Id. ¶ 62. According to Plaintiffs, because of Blue Sky and Disney’s agreement, however, Blue Sky’s Keane responded to Toliver that “we need to be sensitive and not reach out in a way that could get back to Disney.” Id.

Sony Defendants: Beginning in 2002, Sony Pictures Imageworks expanded significantly.-by offering higher salaries to lure workers away from other studios. Id. ¶ 63. In response, Catmull allegedly met with Sony executives in person in 2004 or 2005 to “ask[] them to quit calling our employees.” Id. ¶65. Plaintiffs allege that Catmull reached an agreement with Sony at that timé that the companies would not directly solicit' or poach from' each other. Id. Following this agreement, McAdams contacted Sony’s recruiting team when a Pixar employee left to work at Sony of his own initiative and a Sony recruiter apparently asked “if another employee was ‘still employed and if she [could] contact [that employee].’ ” Id. II67. McAdams spoke to an individual at Sony “in person and over the phone to ‘make sure they’re still honoring [the agreement] as they may have had turnover in their Recruiting team.’ ” Id. Similarly when a Sony recruiter contacted a Pixar employee in October 2006, McAdams apparently contacted her counterpart at Sony to “tell them to knock it off.” Id. By July 2009, “Sony was' insistent that the non-solicitation agreement be observed.” Id. ¶ 68. When a recruiter from a- smaller studio, ReelFX, contacted Sony employees, Sony Pictures Digital President Bob Osher emailed ReelFX. Id. Osher threatened not only to withhold business from ReelFX but stated that “Dreamworks and- others will avoid hiring Reel Effects as well.” Id.

Blue Sky Studios: Plaintiffs aver that Blue Sky “similarly entered the conspiracy,” did not recruit from other studios, and requested that other studios not recruit from Blue Sky. Id. ¶ 69. In 2005, Blue Sky allegedly declined to pursue a Dream-Works employee that would have been “an amazing addition,” because Blue Sky did Pot'-“want to be starting anything with [Katzenberg, the DreamWorks CEO] over one story guy.” Id.

On September 29, 2004, McAdams explained that “[w]ith regard to ILM, Sony, Blue Sky, etc., we have no' contractual obligations, but we have á' gentleman’s agreement not to directly solicit/poach from their employee pool — This agreement is mutual, so if you ever hear that the studios are calling our people, let me know right away and I’ll take care of it (as was the case with Sony a few months ago).” Id. ¶ 70. Blue Sky’s Director of Human Resources, Linda Zazza, also allegedly spoke with Pixar’s McAdams to discuss “our sensitive issue of employee retention,” and McAdams assured Blue Sky that Pixar was not attempting to poach Blue Sky employees. Id. ¶ 71. When Zazza “noticed a trend of departing employees in 2008,” she allegedly “probed to find out if they’ve been approached by Pixar, etc.” Id. ¶ 72; According tb Plaintiffs, Managers at Twentieth Century Fox Animation, .the parent company of Blue' Sky, were “careful to honor the agreement,” and Twentieth Century Fox President Vanessa Morrison noted that -“[w]e have to be careful not to poach people” from Sony. Id. ¶ 73.

ImageMovers: ImageMovers allegedly 'also joined the conspiracy. Catmull wrote in a January 2007 email to Disney Chairman Cook that Catmull knew ImageM-overs would “not target Pixar.” Id. ¶ 75. Plaintiffs allege, however, that ImageM-overs continued to recruit from other conspiring studios, including DreamWorks, by “offering higher salaries.” Id. ¶ 76. Cat-mull-then met with one of the founders of ImageMovers, Steve Starkey. Starkey allegedly told Catmull that JmageMovers had informed Lucas that ImageMovers would “not raid ILM.” Id. ¶ 77. Catmull then contacted Disney Studio’s President, Alan Bergman, and Senior Vice President of Human Resources, Marjorie Randolph, requesting- that they require the ImageM-overs Defendants to comply with the anti-solicitation scheme. Id. ¶ 78. According to Plaintiffs, Randolph “responded that Disney had in fact gotten the ImageM-overs Defendants,to agree to the ‘rules’ of the anti-solicitation scheme.” Id.

An October 10, 2008,- Lucasfilm email confirmed that the “resulting agreement” applied to “any type of position.” Id. ¶ 77. Similarly, ILM Recruiter Lori Beck confirmed that potential recruits were “not available” when “working at IMdigital [sic].” Id. In 2009, Beck stated that ILM should not pursue an employee because “we have the gentlemen’s agreement with IMD,” and again stated that “we have a gentlemen’s agreement with IMD that we cannot recruit people from their studio.” Id. ¶ 79. Lori McAdams of Pixar also noted in an email that “[w]e can’t call our friends or leads who work at IMD, or Disney Animation (or Lucasfilm) and try to entice them to apply.” Id.

Digital Domain: Digital Doman allegedly joined the conspiracy and had anti-solicitation agreements with “at least” DreamWorks, Lucasfilm/ILM, and the Sony Defendants. Id. ¶ 80. According to Plaintiffs, starting in 2007, Digital Domain hired a new Head of Human Resources Lala Gavgavian. Id. ¶ 82. Gavgavian had previously worked at Lucasfilm’s ILM division “in senior roles in talent acquisition ... during which time Pixar President Jim Morris explicitly informed her that Pixar and Lucasfilm” had an anti-solicitation/no-poaching agreement. Id. Gavgavian and other senior personnel at Digital Domain' allegedly “specifically instructed employees not to cold, call or otherwise solicit other Defendants’ employees.” - Id. ¶ 83.

As to all Defendants, Plaintiffs contend that Defendants “repeatedly sought to recruit” new studios into the scheme, including a small studio named Lightstream Animation in 2008. Id. ¶ 84.

b. Compensation Ranges

In addition to the anti-solicitation scheme, Plaintiffs further allege that Defendants “directly communicated and met regularly to discuss and agree upon compensation ranges.” Id. ¶ 86 (citing March 28, 2007 email from McAdams). According to Plaintiffs, Defendants met at least once a year in California at meetings organized by the Croner Company, a third party that apparently collects industry-specific salary information. At the official meetings, Defendants “set the parameters of a compensation survey” that “provides wage.and salary ranges for the studios’ technical or artistic positions, broken down by position and experience level.” Id. ¶ 87. The purpose of the meetings was for Defendants to “confirm or adjust [their] salary ranges.” Id. Senior human resources and recruiting personnel- from DreamWorks, Pixar, Lucasfilm/ILM, Disney, ImageMovers, the Sony Defendants, Blue Sky, and Digital Domain attended these survey meetings, in addition to other studios. Id. ¶ 88. Defendants also requested “custom cuts” of the survey information collected by the Croner ■ Company, which allegedly involved a “special subset of Croner Survey participants, namely Blue Sky, DreamWorks, Lucasfilm, Sony, and Pixar.” Id. ¶ 93.

Plaintiffs aver that Defendants used the Croner meetings to “go further than their matching of job positions across companies; they discussed, agreed upon and set wage and salary ranges during meals, drinks and other social gatherings that they held outside of the official Croner meetings.” Id. ¶89. It was at one such side meeting in 2007 that Pixar discovered that ImageMovers was recruiting employees away from DreamWorks “at substantial salary increase^],” which prompted Pixar’s president, Catmull, to contact Disney’s chairman. Defendants’ human resources and recruiting personnel also allegedly held “side” meetings at the Siggraph conference, a major visual effects industry conference, which senior personnel from Blue Sky, Pixar, Dream-Works, Lucasfilm, and Sony Picture Im-ageWorks attended. Id. ¶ 91.

Defendants’ Directors of Human Resources also allegedly “frequently sought to create new relationships when one of them counterparts was replaced at a co-conspirator to ensure the efficacy of communications about the conspiracy,” and met with each other one-on-one “on many occasions.” Id. ¶¶ 91-92. Plaintiffs further allege that Defendants regularly emailed each other with specific salary ranges. On May 13, 2005, DreamWorks requested that Disney provide salary information on three positions, and Disney promptly responded. Id. ¶94. The following spring, DreamWorks also requested similar information from Pixar and Disney, and “made clear it was surveying multiple studios.” Id. ¶ 95. On- September 2, 2009, Blue Sky’s Director of Human Resources requested salary range information from Pixar. Id. ¶ 96. Plaintiffs contend that Defendants’ “collusive compensation setting was not limited to wages and salaries, but extended to other benefits and terms of employment.” Id. ¶ 97.

In a 2007 email, DreamWorks’ Head of Compensation explained that “we do sometimes share general comp information (ranges, practices) in order to maintain the relationships with other studios and to be able to ask for that kind of information ourselves when we need it.” Id. ¶ 100. For example, a DreamWorks HR officer emailed Pixar’s McAdams and Disney HR executives to ask whether Disney matched employee 401K contributions, and Disney HR responded with numbers. Id. ¶ 98. McAdams responded within a half an hour with percentage details. Id. Similarly, Mc-Adams asked Lucasfilm and DreamWorks executives whether they had policies to reimburse memberships for employees. Id. ¶ 99. =

According to Plaintiffs, Defendants’ communications regarding salary ranges were not limited to bilateral “one off’ exchanges, but rather Defendants would “openly email[ ] each other in large groups with competitively sensitive confidential current and future compensation information.” Id. ¶ 102. On November 17, 2006, Pixar’s McAdams emailed senior human resources personnel at DreamWorks, Sony Pictures Imageworks, Lucasfilm, Walt Disney Animation Studios, and others:

.Quick question from me, for those of you who can share the info.

What is your salary increase budget for FY ’07? Ours is [REDACTED] but we may manage it to closer to [REDACTED] on average. Are you doing anything close, more, or less?

Id. ¶ 103. In January 2009, Dream-Works’s Head of Production Technology emailed the heads of human resources at Pixar, ILM, Sony Pictures Animation, and Disney to “learn how they handled overtime.” . More • specifically, DreamWorks wanted to “see if the other companies were ‘as generous,’ ” ., Id. ¶ 88. On February 14, 2007, McAdams emailed human resources personnel at DreamWorks, Sony, Disney, ILM, and another studio to find out the “base salary range” for a “manager of archives position.” Id. ¶ 105. Mc-Adams disclosed. that Pixar intended to place the position in the “$60K-80K base” range, but wanted to “do a reality check as we head into salary discussions.” Id. Mc-Adams sent a similar email on May 1, 2007, regarding salary ranges for a supervising animator position. She asked Disney and others to “[s]hare with me your basé salary range, perhaps how many, of these folks you have (we have 7) and a general idea of actual median base pay? Also knowing any other comp they are eligible for (e.g. bonuses or stock) would be helpful.” Id. ¶ 107. Similarly, Mc-i Adams also apparently directed Pixar’s staff in the compensation department to “talk with Disney or other studios & post houses to ensure that our salary ranges for the positions are correct.” Id. ¶ 106.

These collusive exchanges were also allegedly reflected in internal company documents. For example, a Lucasfilm document in 2006 included a chart for fiscal year 2004 and fiscal year 2005 salary information for competitor studios such as Twentieth Century Fox, Sony, and Disney, and stated that “updates” of these figures were “ongoing,” which apparently indicated that conspirators continued to collude on wages through the period. Id. ¶ 101.

Defendants’ human resources and recruiting personnel also allegedly regularly communicated via telephone. Id. ¶ 112. Plaintiffs quote emails from Pixar’s Mc-Adams to Sony Pictures Imageworks, ILM, DreamWorks, Disney, and Blue Sky “in early 2007” stating that “[e]hatting with all of you each day is really becoming a fun habit,” and an email response from Walt Disney Animation Studios Vice President of Human Resources also commenting that “[i]t:is fun to hear from you all on a daily basis.” Id. ¶ 113.

As Plaintiffs describe it, the Croner survey meetings, side meetings, emails, and telephone calls “provided the means and opportunities for Defendants to collude and to implement and enforce the conspiracy to suppress workers’ compensation.” Id. ¶ 114. Plaintiffs note that McAdams also emailed ILM’s Senior Director of Human Resources Sharon Coker in June 2008 stating that “[sjince money can always be a factor, that’s the other thing we should consider (e.g. we wouldn’t want to offer a latei^al move more' money than you, and vice versa).” Id. ¶ 109. According to Plaintiffs, both McAdams and other executives “knew that such conversations were inappropriate,” and expressed concern that it might be “taboo” to discuss compensation. Id. ¶ 110. In 2008 and 2009, Sony “laid off hundreds of employees ánd hired many of them back at lower rates,” and Sony apparently informed other studios “that [it] was rehiring folks back at a lower rate than when they left,” and to “stand firm' in [their] offers to exSony candidates and not "worry too much about matching their last Sony rate.” Id. ¶ 115.

Plaintiffs.further allege that while press reports in 2009 noted that the DOJ was investigating anti-solicitation agreements among high-tech companies, including Google and Apple, there was no indication that the. DOJ was also investigating Pixar, Lucasfilm, or any other animation company. Id. ¶119.-, Plaintiffs aver that September 17, 2010 marked the first news story naming Pixar as a company under investigation, but that there was no public disclosure that any other Defendant in the instant action was part of the conspiracy. Id. ¶¶ 119, 184. According to Plaintiffs, Lucasfilm was implicated in the Pixar investigation in December 2010, but until the Court unsealed certain filings in the High-Tech case, there was no public information that the .other Defendants in this action had engaged in similar conduct. Id. Plaintiffs also cite the absence of news coverage as proof that Plaintiffs had no way of discovering the conspiracy, as even industry. journalists were “unable to discover and explore the conspiracy.” Id.. ¶ 186.

c. Fraudulent Concealment

In their SAC, Plaintiffs allege that Defendants fraudulently concealed the conspiracy and therefore prevented the Plaintiffs' from filing their claims on time. Plaintiffs allege that Defendants (1) took affirmative steps to keep their conspiracy a secret; (2) affirmatively misled class members by claiming that compensation and recruiting was determined by factors other than the alleged conspiracy; and (3) took affirmative steps to mislead class members about the conspiracy during the High-Tech litigation.

1. Affirmative steps to keep their conspiracy a secret

Plaintiffs aver that Defendants carried out their conspiracy “in a manner specifically designed to avoid detection.” Id. ¶ 136. Plaintiffs claim that Defendants limited meetings to top executives and HR employees, “avoided discussing the agreements in written documents,” and “avoided unnecessarily creating evidence that might alert Plaintiffs ... to the conspiracy’s existence.” Id. For example, Blue Sky employees allegedly stated that discussions “need[ed] to be a phone conversation” due to the “sensitivity of the subject. Id. ¶ 137. Plaintiffs also allege that Lucasfilm “code-named” the, anti-solicitation agreements ás “DNR” agreements, and that conversations about the- “DNR” agreements needed- to be made over the phone. Id. ¶ 138. For example, Plaintiffs point to an internal Lucasfilm document that stated: “DNR questions CALL Steve. If you see an email forward to Steve and one of our lawyers.” Id. Similarly, Plaintiffs cite ILM’s Coker’s deposition testimony that “the reason the agreement was termed a ‘gentleman’s agreement’ was because it was not written down.” Id. ¶ 139. A DreamWorks employee explained that the head of recruitment described the no-poach agreement to the employee orally, and that a head recruiter informed the employee that “it was unsaid and certainly not in writing.” Id. ¶ Í41.

Plaintiffs also point out that Defendants sometimes communicated about the conspiracy over personal email accounts instead of employer accounts, which Plaintiffs characterize as a. “sharp deviation from standard business practices.” Id. ¶ 140. Plaintiffs aver that “[t]he most logical inference of such atypical business contacts is to avoid detection.” Id.

In addition to using personal emails, Defendants also allegedly “opted for in-person meetings” when possible, instead- of communication via email. Id. -¶ 143. For example, Pixar’s McAdams had dinner with Lucasfilm’s Jan Van der Voort - on June 24, 2008, wherein McAdams planned “to ask her about their merit increase budget for 2009,” Id.

2. Pretextual statements regarding compensation and recruiting

Plaintiffs further allege that Defendants “routinely provided pretextual, incomplete or materially false and misleading explanations for compensation decisions and recruiting and retention practices.” Id. ¶ 145. For example, Defendants’ recruiting websites and brochures state that they provide “fair” and “competitive salaries]” and “competitive compensation,” which, according to Plaintiffs, “hid[es] ... the fact that compensation that normally exists among rival employers had been restrained by collusion.” Id. ¶ 146.

Plaintiffs allege that Pixar’s HR department drafted annual “talking points” for its managers “in an effort to help prepare [the managers] for [the managers’] conversations with [the managers’] employees” about salaries. Id. ¶ 147. Pixar, in these talking points, noted that salaries were set by outside surveys. Id. There was no mention of the effects of non-solicitation agreements or agreed-upon collusive salary ranges. Id. - Similarly, Plaintiffs allege that “[i]n response to questions from employees about salary determinations” Pixar instructed its managers to inform employees that their salaries were set based on performance, skills, and proficiency, without mention of collusion. Id. ¶ 148. This allegedly provided “untrue assurances to employees that they were receiving compensation based on what the competitive market would bear-in direct contrast to Pixar’s covert conspiracy to suppress the compensation that employees could command in an unrestrained labor market.” Id.

Moreover, Pixar’s McAdams and ILM recruiter Lori Beck explained to putative class members Eben Ostby and Frankie Rodriguez that compensation was competitive without disclosing collusion. Id. ¶ 150. On October 24, 2006, McAdams emailed Ostby stating that McAdams was “confident that our actual total comp is quite competitive on the average.” Id. Beck also emailed putative class member Matthew Bouchard, noting that ILM “considers] employee equity and the skillset and experience of the entire [Technical Director] group at ILM when determining ILM’s rate,” rather than admitting to the conspiracy. Id. Plaintiffs also allege that Pixar Senior Recruiter Dawn Haagstad told putative class member Philip Met-schan that Pixar’s initial salary offer to Metschan was the “best offer” Pixar could put out there, noting that “it’s important to recognize one’s talent from the start — so that artists don’t feel the need to go back and forth regarding money.” Id. ¶ 165. Plaintiffs contend that the real reason Pix-ar opened with its best offer was because it had agreed with co-conspirators to avoid bidding wars.

With regard to employee questions about modest salary increases, Pixar, in one of its “talking point” memos, explained that “one of the main reasons” for the modest 3.5% salary increase in 2007 was bécause Pixar sought to fund additional benefit programs for employees, for example, a daycare. Id. ¶ 149. Similarly, Ed Catmull, in a company-wide email, defended the modest increases as a result of the company’s construction of a new child-care center. Id.

Plaintiffs also allege that Defendants’ own codes of conduct contained statements that “misrepresented the truth about the conspiracy.” Id. ¶ 151. Pixar’s code, for example, directed its employees and executives to “comply with all applicable governmental laws, rules and regulations” and emphasized the importance of “preserving and protecting its proprietary information.” Id. ¶¶ 151-52. Plaintiffs contend that this was misleading because Pixar itself was in violation of antitrust laws and exchanged proprietary information regarding wages and benefits with competitors. Id. Plaintiffs make similar allegations against Disney. Id. ¶¶ 155-58. More specifically, Disney’s code provided that “[a]ny decisions related to hiring, evaluating performance, promoting, disciplining or terminating Cast Members and employees are made fairly, with discretion and respect for privacy.” Id. ¶ 156. Plaintiffs allege that this statement is misleading and false, as “Disney’s hiring decisions were not made fairly.” Id.

Plaintiffs also point to the Defendants’ public filings with the Securities and Exchange Commission (“SEC”), as misleading. Id. ¶ 159. ■ DreamWorks, ■ for example, states in its SEC filings that it “attracted] and retained] [its] animators with competitive compensation packages and an artist friendly environment.” Id. ¶ 163. Moreover, in Pixar’s merger agreement with Disney, Pixar stated that “[t]o the Company’s Knowledge, the Company and its Subsidiaries are in compliance in all material respects with all Laws and Orders ...' relating to the employment of labor.” Id. 11160. Pixar’s 2005 10-K form also allegedly contained “affirmative misrepresentations,” as - Pixar stated that “[w]e believe that the primary competitive factors in the market for animated feature films include creative content and talent” and that Pixar “presently compete favorably with respect to each of these factors.” Id. ¶ 161. Pixar also represented that “[competition for the caliber of talent required to make our films, particularly our film directors,, producers, animators, creative personnel and technical directors, will continue to intensify as more studios build their in-house CGI-animation or special effects capabilities.” Id. ¶ 162. Plaintiffs characterize these statements as misleading because Pixar knew that such competition would not intensify as a result of the conspiracy’s efforts to suppress competition. Similarly, DreamWorks also publicly assured employees and prospective employees in its SEC filings that it “compete[d] with other animated film, and visual effect studios for artists, animators, directors and producers,” and “attracted] and re-tainted] our animators with competitive compensation packages and an artist friendly environment.” Id. ¶ 163.

Defendants also allegedly made pretex-tual and misleading statements regarding recruiting and retention. Id. ¶ 166. According to Plaintiffs, Defendants “misrepresented the steps they took to retain or attract” employees, including Lucasfilm’s statements on its recruiting website that it was “continually on the lookout for talent,” despite having agreed not to solicit or cold call employees of its competitors. Id. 1Í166. Lucasfilm’s President and CEO, in a town hall with employees, also described the “key reasons why people stay” without mentioning the anti-solicitation agreement. Id. If 167.' Similarly, ILM’s Lori Beck told a recruit that “[o]nce we find strong people, we do our absolute best to keep them with us at ILM,” without mentioning the conspiracy. Id. One of DreamWorks’s executives was quoted in San Francisco Business Times stating that the market for talent was “stiff’ and that DreamWork had “stepped up recruiting.” Id. ¶ 169. Plaintiffs contend that DreamWorks, at the time, did hot face “stiff competition” because of the conspiracy and that Dream-Works was not actually “stepping] up” its recruiting.

3. Misleading statements during the High-Tech litigation

Plaintiffs also allege that Defendants Pixar and Lucasfilm made affirmative misrepresentations to Plaintiffs and putative class members at the outset of the High-Tech litigation. Id. ¶ 171. According to Plaintiffs, Pixar and Lucasfilm denied that the anti-solicitation agreement “was created with the intent and effect of eliminating bidding wars,” whereby a prospective employee could increase her total compensation by leveraging -offers from either Defendant. Id. ¶ 172. Plaintiffs contend that this denial “affirmatively deceive[d]” Plaintiffs and putative class members “as to the purpose of the agreement.” Id. Moreover, Plaintiffs point to Pixar’s and Lucasfilm’s apparently misleading statements regarding the scope of their agreement. Id, ¶ 173.

In addition to these representations, Plaintiffs also contend that Defendants Pixar and Lucasfilm denied under oath that Pixar or Lucasfilm had “conspired with any entities beyond those .named by the DOJ.” Id. ¶ 174. Specifically, Plaintiffs cite Pixar’s McAdams’s deposition testimony that Pixar did not “have gentleman’s agreements or understandings of that kind with any other companies besides Lucas-film.” Id. ¶ 175. McAdams also apparently described an agreement with Defendant Disney as part of a “co-production agreement,” rather than disclosing the full ■ breadth of the non-solicitation agreement. Id. Similarly, Lucasfilm’s senior manager of compensation, Michelle Maupin, in a sworn declaration filed in High-Tech, described sources of information and factors that Lucasfilm used to determine “market compensation levels.” Id. ¶ 177. Maupin’s declaration ddes not mention the communications among Defendants," but instead “falsely suggested that compensation'was measured against market surveys and self-reporting from candidates.” Id.

Finally, Plaintiffs allege that Defendants “took steps to conceal documents revealing the true scope of their conspiracy by designating all depositions, declarations and most documents in High-Tech ‘attorneys’ eyes only,’ ” thus preventing putative class members from examining these documents until the Court unsealed the documents in 2013. Id. ¶ 179. According to Plaintiffs, Defendants “made ‘the affirmative decision” to file such documents under seal-or seek sealing “even when • such requests were unjustified,” and that the true purpose of Defendants’ actions was to “conceal the documents.” Id. ¶ 180. For example, in support of their sealing requests, Defendants argued that the documents contained internal decisionmaking regarding business strategies and internal assessments of their competitive position in the labor market. Plaintiffs contend that these descriptions were misleading as “many of the documents were not internal at all: they covered inter-company communications regarding the conspiracy.” Id. ¶ 181. Plaintiffs also put forth Defendants’ public statements that the claims in the High-Tech litigation were “meritless” as evidence of Defendants’ attempts to conceal the conspiracy. Id. ¶ 182.

4. Claims

Plaintiffs’ SAC. contains three claims for relief under the following statutes: (1) Section 1 of the Sherman Act, 15 U.S.C. § 1; (2) California’s Cartwright Act, Cal. Bus. & Prof. Code § 16720; and (3) California’s Unfair Competition Law (“UCL”), Cal. Bus. & Prof, Code §§ 17200 et seq. Plaintiffs seek damages, pre- .and post-judgment interest, attorney’s fees and expenses, and a permanent injunction. Id. ¶ 147.

B. Procedural Background

In light of the relationship between the instant case and the High-Tech- case, the Court briefly summarizes the relevant procedural history in High-Tech in addition to the instant case.

1. High-Tech Procedural Background

The High-Tech defendants removed the first state-court action on May 23, 2011. No. 112509, ECF No. 1. On April 18, 2012, the Court granted in part and denied in part the High-Tech defendants’ joint motion to dismiss and denied Lucasfilm’s motion to dismiss. No. 11-2509, ECF No. 119. On April 5, 2013, the Court granted in part and denied in part the High-Tech plaintiffs’ motion for . class certification with leave to amend. No. 11-2509, ECF No. 382. The Court granted the High-Tech plaintiffs’ supplemental motion for class certification on October 24, 2013. No. 112509, ECF No. 531. On November 13, 2013, the High-Tech defendants filed a Rule 23(f) petition before the Ninth Circuit, requesting permission to appeal this Court’s October 24, 2013 class certification order. No. 13-80223, ECF No. 1. The Ninth Circuit denied the defendants’ petition on January 14, 2014. No. 13-80223, ECF No. 18.

In the interim, three of the High-Tech defendants, Intuit, • Lucasfilm, and Pixar, reached an early settlement with the plaintiffs. On September 21, 2013, the High-Tech plaintiffs filed a motion for preliminary approval of a proposed class action settlement as to defendants Intuit, Lucas-film, and Pixar. No.. 11-2509, ECF No, 501. On October 30, 2013, the Court preliminarily approved the proposed settlement with Intuit, Lucasfilm, and Pixar. No. 11-2509, ECF No. 540, The Court granted final approval as to that settlement on May 16, 2014. No. 11-2509, ECF No. 915. The Court entered a final judgment with regards to Lucasfilm, Pixar, and Intuit on June 9, 2014. No. 11-2509, ECF No. 936. At the request of Intuit, the Court entered an amended final judgment on June 20, 2014. No. 11-2509, ECF No. 947. ...

The remaining High-Tech defendants, Adobe, Apple, Google, and Intel, filed individual motions for. summary judgment, and joint motions for summary judgment and to strike certain expert testimony on January 9, 2014. No. 11-2509, ECF Nos. 554 (Intel), 556-57 (joint motions), 560 (Adobe), 561 (Apple), 564 (Google). The Court denied the High-Tech defendants’ individual motions for summary judgment on March 28, 2014. No. 11-2509, ECF No. 771. On April 4, 2014, the Court granted in part and denied in part the High-Tech defendants’ motion to strike, and denied the defendants’ joint ..motion for summary judgment. . No. 11-2509, .ECF No. 778.

. On May 22, 2014, the High-Tech plaintiffs filed a motion for preliminary approval of class action settlement as to the remaining defendants. No. 11-2509, ECF No. 920. .On August 8, 2014, the Court denied the High-Tech plaintiffs’ motion for preliminary approval, concluding that the proposed settlement did not fall “within the range of reasonableness.” No. 11-2509, ECF No. 974, at 30. On September 4, 2014, the High-Tech defendants filed a petition for a writ of mandamus with the Ninth Circuit; No. 14-72745, ECF No. 1. On September 22, 2014, the Ninth Circuit found that the petition “raisés issues that warrant a response,” and ordered briefing. No. 14-72745, ECF No. 2. On January 13, 2015, the High-Tech defendants filed correspondence with the Ninth Circuit referring to a new proposed settlement agreement. No. 14-72745, ECF No. 21. ' On January 30, 2015, the defendants filed an unopposed motion to dismiss the petition, which the Ninth Circuit granted on February 2, 2015. No. 14-72745, ECF Nos. 23, 24.

On January 15, 2015, the High-Tech plaintiffs filed a motion,, for preliminary approval of class action settlement as to the remaining defendants. No. 11-2509, ECF No. 1032. In this second proposed class action settlement, the parties had reached a settlement amount exceeding the previously rejected .settlement by approximately $90.5 million dollars. Id. at 1. Following a fairness hearing on March 2, 2015, the Court granted preliminary approval to the January '2015 settlement agreement on March 3, 2015. No. 11-2509, ECF Nos. 1051, 1054. A final approval hearing was held on July 9, 2015. Plaintiffs’ counsel completed filing supplemental briefing on attorney’s fees on July 24, 2015. No. 11-2509, ECF No. 1108.

2. Procedural Background in the Instant Action

Plaintiff Nitsch filed the first complaint against all Defendants but Blue Sky on September 8, 2014. ECF No. 1. The Court related Nitsch’s action to In re High-Tech Employee Antitrust Litigation, No. 11-2509, on September 23, 2014'. Plaintiff Cano filed the second complaint against all Defendants on September 17, 2014, which the Court related to High-Tech on October 7, 2014. See Case No. 14-4203, ECF Nos. 1, 9. Plaintiff Went-worth filed the third complaint against all Defendants but Blue Sky on October 2, 2014, which the Court related to High-Tech on October 28, 2014. See Case No. 14-4422, ECF Nos. 1, 26. On November 5, 2014, the Court granted Plaintiffs’ motion to consolidate the above-mentioned three cases into a single action, In re Animation Workers Antitrust Litigation. See Case No. 14-4062, ECF No. 38.

Pursuant to the Court’s case management order, Plaintiffs filed their first consolidated amended complaint (“CAC”) on December 2, 2014. ECF No. 63. On January 9, 2015, Defendants filed a joint motion to dismiss, and a request for judicial notice. ECF Nos. 75, 76. Defendants also filed an administrative motion to seal exhibits in support of their motion to dismiss. ECF No. 79. Plaintiffs filed a timely opposition, ECF No. 97, and Defendants replied, ECF No. 100. On April 3, 2015, the Court granted Defendants’ motion to dismiss. In re Animation Workers Antitrust Litig., 87 F.Supp.3d 1195, No. 14-4062, 2015 WL 1522368 (N.D.Cal. Apr. 3, 2015). The Court found' that Plaintiffs’ claims were time barred under the statute of limitations, and-that Plaintiffs had failed to adequately plead a “continuing violations” theory or a “fraudulent concealment” theory. See id. at 1217-18, 2015 WL 1522368 at *17. The dismissal was without prejudice, as the Court determined that Plaintiffs might be able to allege sufficient facts to support their continuing violations or fraudulent concealment theories. Id.

On May 15, 2015, Plaintiffs filed their SAC. ECF No. 121. Six days later, Defendants filed the instant joint motion to dismiss the SAC. ECF No. 126. Defendants also filed a request for judicial notice. ECF No. 127. Plaintiffs - filed a timely opposition, ECF No. 132, and Defendants replied, ECF No. 137. Defendant Blue Sky filed a motion to seal, ECF No. 124, as did the Sony Defendants, ECF No. 130. The Court addresses those sealing motions in a separate order.

II. LEGAL STANDARD

A. Rule 12(b)(6)

Under Federal Rule of Civil Procedure 12(b)(6), a party may move to dismiss'a complaint for failure to state a claim upon which relief can be granted. Such a motion tests the legal sufficiency 'of a complaint. Navarro v. Block, 250 F.3d 729, 732 (9th Cir.2001). In considering whether the complaint is sufficient, the Court must accept as true all of the factual allegations contained in the complaint. Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. However, the Court need not accept as true “allegations that contradict matters properly subject to judicial notice or by exhibit” or “allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead Scis. Secs. Litig., 536 F.3d 1049, 1055 (9th Cir.2008) (citation omitted). While a complaint need not allege detailed factual allegations, it “must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (internal citation omitted).

B. Rule 9(b)

Claims sounding in fraud or mistake are subject to the heightened pleading requirements of Federal Rule of Civil Procedure 9(b), which require that a plaintiff alleging fraud “must state with particularity the circumstances constituting fraud.” Fed.R.Civ.P. 9(b); see Kearns v. Ford Motor Co., 567 F.3d 1120, 1124 (9th Cir.2009). To satisfy the heightened standard under Rule 9(b), the allegations must be “specific enough to give defendants notice of the particular misconduct which is alleged to constitute the fraud charged só that they can defend against the charge and not just deny that they have done anything wrong.” Semegen v. Weidner, 780 F.2d 727, 731 (9th Cir.1985). Thus, claims sounding in fraud must allege “an account of the time, place, and specific content of the false representations as well as the identities of the parties to the misrepresentations.” Swartz v. KPMG LLP, 476 F.3d 756, 764 (9th Cir.2007) (per cu-riam) (internal quotation marks and citation omitted). A plaintiff must set forth what is false or misleading about a statement, and why it is false.” In re GlenFed, Inc. Secs. Litig., 42 F.3d 1541, 1548 (9th Cir.1994) (en banc), superseded by statute on other grounds as stated in Marksman Partners, L.P. v. Chantal Pharm. Corp., 927 F.Supp. 1297, 1309 (C.D.Cal.1996). However, “intent, knowledge, and other conditions of a person’s mind” need not be stated with particularity, and “may be alleged generally.” Fed.R.Civ.P. 9(b).

III. DISCUSSION

' Defendants move to dismiss Plaintiffs’ SAC on the following grounds: that (1) Plaintiffs’ claims are barred under the relevant statutes of limitations; (2) Plaintiffs fail to state plausible claims against Defendants Blue Sky or Sony Pictures; and (3) Plaintiffs fail to sufficiently allege a per sé antitrust claim based on wage-fixing agreements. The Court begins by addressing whether Plaintiffs’ claims are time barred.

A. Fraudulent Concealment

The Court previously concluded that Plaintiffs’ claims are time barred under the relevant statutes of limitations, unless Plaintiffs adequately allege either a continuing. violations theory or a fraudulent concealment theory. In re Animation Workers Antitrust Litig., 87 F.Supp.3d at 1217-18, 2015 WL 1522368, at *17. In their SAC, Plaintiffs have abandoned their continuing violations theory, and the parties agree that absent a showing of fraudulent concealment, Plaintiffs’ claims are time-barred. For the reasons discussed below, the Court finds that Plaintiffs have adequately pled fraudulent concealment and the statute of limitations may be tolled.

The, purpose , of the fraudulent concealment doctrine is to prevent a defendant from “concealing a fraud ... until such a time as the party committing the fraud could plead the statute of limitations to protect it.” Bailey v. Glover, 88 U.S. (21 Wall.) 342, 349, 22 L.Ed. 636 (1874), Thus, “[a] statute of limitations may be’ tolled if the defendant fraudulently concealed the existence of a cause of action in s.uch a way that the plaintiff, acting, as a reasonable person, did not know of its existence.” Hexcel Corp. v. Ineos Polymers, Inc., 681 F.3d 1065, 1060 (9th Cir.2012), The plaintiff bears the burden of pleading and proving fraudulent concealment. Id.; see also Conmar Corp. v. Mitsui & Co. (U.S.A.), Inc., 858 F.2d 499, 502 (9th Cir.1988). To plead- fraudulent concealment the plaintiff must allege that: (1) the defendant took affirmative acts to mislead the plaintiff; (2) the plaintiff did not have “actual or constructive knowledge of the facts giving rise to its claim”; and (3) the plaintiff acted diligently in trying to uncover the facts giving rise to its claim, Hexcel, 681 F.3d at 1060; see also Conmar, 858 F.2d at 502; Beneficial Standard Life Insurance Co. v. Madariaga, 851 F.2d 271, 276 (9th Cir.1988).

Moreover, allegations of fraudulent concealment must- be pled with particularity. Conmar, 858 F.2d at 502. However, “it is generally inappropriate to resolve the fact-intensive allegations of fraudulent concealment at the motion to dismiss stage,-particularly when the proof relating to the extent of the fraudulent concealment is alleged to be largely in the hands of the alleged conspirators.” In re Rubber Chemicals Antitrust Litig., 504 F.Supp.2d 777, 789 (N.D.Cal.2007).

1. Affirmative acts to mislead

a. The Court’s April 3, 2015 order

Before turning to the substance of Defendants’ motion to dismiss for failure to sufficiently plead fraudulent concealment, the Court briefly summarizes its April 3, 2015 order granting Defendants’ motion to dismiss Plaintiffs’ CAC. See In re Animation Workers Antitrust Litig., 87 F.Supp.3d 1195, 1215-16, No. 14-CV-04062-LHK, 2015 WL 1522368, at *15 (N.D.Cal. Apr. 3, 2015). The Court granted Defendants’ motion to dismiss, finding that Plaintiffs failed to plead any facts showing affirmative acts of concealment. Id. More specifically, the Court found that Plaintiffs’ conclusory allegations that Defendants engaged in a ‘‘secret conspiracy”, and that “Defendants’ conspiracy was concealed” were insufficient as a matter of law. Id. at 1216-17, 2015 WL 1522368 at *16.

In addition to them allegations with respect to Defendants’ alleged secret conspiracy, Plaintiffs also argued that Defendants took affirmative steps to mislead Plaintiffs as to the existence of Plaintiffs’ claims through the-Croner survey. The Court rejected Plaintiffs’ argument and found that there were no allegations in the CAC “that the compensation information in the Croner survey was publicly accessible, that Defendants were responsible for publishing the Croner survey, or that Defendants publicized the Croner survey as ‘affirming their compliance with applicable antitrust laws. Id. (citing In re Lithium Ion Batteries Antitrust Litig., No. 13-MD-2420, 2014 WL 309192, at *16 (N.D.Cal. Jan. 21, 2014)). The Court also found that the bare allegation that Defendants provided “pretextual, incomplete or materially false and misleading explanations for hiring, recruiting and compensation decisions” was conclusory and insufficient to state a-claim-under Rule 9(b), as Plaintiffs failed to offer “specific facts showing the “who, what, where, when’ of [the] alleged incomplete or materially false statements.” In re Animation Workers Antitrust Litig., 87 F.Supp.3d at 1217, 2015 WL 1522368, at *16 (citing Swartz, 476 F.3d at 764).

The Court noted, however, that “the combination of ... misleading, pretextual statements and ... affirmative efforts taken to ... otherwise keep the conspiracy] secret” could support a fraudulent concealment claim if such pretextual statements were pled with particularity , and if the alleged affirmative acts to conceal went beyond mere “passive concealment.” In re Animation Workers Antitrust Litig., 87 F.Supp.3d at 1216, 2015 WL 1522368, at *16 (citing Lithium Ion, 2014 WL 309192 at *16; In re TFT-LCD (Flat Panel) Antitrust Litig., 586 F.Supp.2d 1109, 1119 (N.D.Cal.2008) (finding sufficient allegations of pretextual explanations for price increase and affirmative efforts to ensure secrecy of conspiracy); In re Cathode Ray Tube (CRT) Antitrust Litig., 738 F.Supp.2d 1011, 1024-25 (N.D.Cal. 2010) (same)). However, as- initially pled in the CAC, Plaintiffs’ allegations were either insufficient to meet the.particulari.ty requirement or merely constituted “passive concealment.” In re Animation Workers Antitrust Litig., 87 F.Supp.3d at 1216-17, 2015 WL 1522368, at *16. The Court further concluded that amendment would not necessarily be futile, and granted Plaintiffs leave to amend their complaint.

The Court now turns to whether Plaintiffs’ amended allegations with respect to Defendants’ alleged fraudulent concealment are sufficient to state a plausible claim. ,-

b. Plaintiffs’ claims in the SAC

Defendants contend that even if the new factual allegations in the SAC are taken as true, Plaintiffs have not established a plausible claim for fraudulent concealment because (1) Plaintiffs’ • allegations that the alleged conspiracy was secret do not establish affirmatively misleading conduct;. .(2) Plaintiffs. fail to identify any instance where Defendants made specific and affirmatively false or misleading statements to conceal the conspiracy; (3), Pixar’s and Lucasfilm’s- conduct in defense of the High-Teeh litigation does not constitute affirmative acts of concealment; and (4) Plaintiffs have failed to allege that. they diligently investigated their claims after Plaintiffs were put on notice of their claims. Mot. ,4-17. , T,he Court turns to these arguments below. .

c. Legal standard for “affirmative acts”

Before the Court evaluates the «legal sufficiency of Plaintiffs’, factual allegations, the Court begins, by addressing the parties’ dispute with respect to what standard for “affirmatively misleading conduct” Plaintiffs’ allegations must meet. In the Court’s April 3, 20Í5. order granting Defendants’ motion to dismiss, the Court cqn-cluded that Plaintiffs “faile[d] to show affirmatively misleading conduct ‘above and beyond’ the alleged conspiracy itself.” In re Animation Workers Antitrust Litig., 87 F.Supp.3d at 1215, 2015 WL 1522368, at *15 (quoting Guerrero v. Gatqs, 442 F.3d 697, 706-07 (9th Cir.2006)). Relying on the Ninth Circuit’s decisions in Guerrero and Conmar, the Court explained that “the fact that a defendant’s acts are ‘by nature Self-concealing’ is insufficient to show that the' defendant has affirmatively misled the plaintiff as to the existence of the plaintiffs claim.’ ” In re Animation Workers Antitrust Litig.) 87 F.Supp.3d at 1215, 2015 WL 1522368, at *15 (quoting Conmar, 858 F.2d at 505). The Court found that Plaintiffs must allege' that' “Defen-dánts took affirmative steps to mislead Plaintiffs” and concluded that “Plaintiffs fail[ed] to allege facts showing that Defendants did more than passively conceal information.” Id. ‘

The Court begins by addressing the parties’ apparent confusion and disagreement with respect to the relationship between the “above and beyond” language used in Guerrero and what type of fraudulent conduct is necessary for a fraudulent concealment claim in the Ninth Circuit. More specifically, the parties dispute whether Plaintiffs must allege acts of concealment that are “separate and apart” from the wrongful conspiracy itself. As the Fourth Circuit explained in Supermarket of Marlinton, Inc. v. Meadow Gold Dairies, Inc., 71 F.3d 119, 122 (4th Cir.1995), the circuits have adopted three standards for what acts satisfy the requirement that a defendant has “fraudulently concealed the facts that are the basis of the plaintiff’s claim”: the (1) “self-concealing” standard; (2) the “separate and apart” standard; and (3) the “affirmative acts” standard.

' Under the 'most lenient standard, the “affirmatively misleading conduct” element is satisfied so long as the plaintiff pleads a “self-concealing” antitrust violation. Thus, the mere existence of a secret conspiracy is enough to prove fraudulent concealment. Id. at 122 (citing New York v. Hendrickson Bros., Inc., 840 F.2d 1065 (2d Cir.1988), cert. denied, 488 U.S. 848, 109 S.Ct. 128, 102 L.Ed.2d 101 (1