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Contract analysis / letter-bower-to-greenvale-engagement-confirmation.docx
letter-bower-to-greenvale-engagement-confirmation.docx
High · 3
Medium · 5
Standard · 0
I. Engagement Confirmation — Summary of Key Terms
Medium
⚑ Assignment / subcontracting
I. Engagement Confirmation — Summary of Key Terms The following summarizes the key terms of the Engagement Letter. In the event of any inconsistency between this summary and the Engagement Letter itself, the Engagement Letter controls. A. Scope of Engagement Calderwood & Harkness has been retained as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L)
II. Background and Current Posture
High
⚑ Non-compete / exclusivity restraint
II. Background and Current Posture Before turning to our recommendations, it is useful to set forth the factual context as we understand it, both for the Board's reference and to ensure that C&H's understanding of the relevant facts is complete and accurate. We respectfully request that Dame Elspeth or Ms. Khalil notify us if any of the following is inaccurate or incomplete. A. CEO Vacancy Marcus Vane resigned as Chi
1. Malcolm Trask (age 58) — Former Chief Executive Officer of Archway Digital Holdings In
1. Malcolm Trask (age 58) — Former Chief Executive Officer of Archway Digital Holdings Inc., where he served from 2012 to 2021. Trask oversaw a period of significant growth at Archway before its acquisition by a private equity consortium in 2021.
2. Vanessa Loring (age 44) — Managing Director at Corvus Peak Capital Partners LP, where
2. Vanessa Loring (age 44) — Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's media and entertainment investment practice. Loring's nomination underscores Corvus Peak's direct engagement posture.
3. Dr. Raymond Chu (age 61) — Former President and Chief Operating Officer of Helix Media
3. Dr. Raymond Chu (age 61) — Former President and Chief Operating Officer of Helix Media Networks Inc., a publicly traded cable and satellite television company. Dr. Chu holds a doctorate in electrical engineering from MIT and brings a technology-oriented perspective. Corvus Peak is represented in this campaign by Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer), a firm with a well-established activist-si
III. Preliminary Workstream Priorities
High
⚑ Non-compete / exclusivity restraint
III. Preliminary Workstream Priorities Based on C&H's initial review of materials provided to date and our preliminary discussions with Dame Elspeth and Ms. Khalil, we have identified four priority workstreams that we believe should be pursued in parallel over the coming weeks. These workstreams are designed to position the Board to act decisively, defensibly, and in accordance with its fiduciary obligations. We desc
IV. Immediate Document and Information Request
IV. Immediate Document and Information Request To support the workstreams outlined above, C&H respectfully requests that Nadine Khalil, General Counsel and Corporate Secretary, provide the following documents and information at her earliest convenience:
1. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed wit
1. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Delaware Secretary of State (original filing date: September 14, 2009; last restated: March 22, 2022; Delaware file number: 4827193).
2. Amended and Restated Bylaws of Aurelius Global Media Group PLC (effective March 22, 20
2. Amended and Restated Bylaws of Aurelius Global Media Group PLC (effective March 22, 2022).
3. Board and committee minutes for the period 2021 through the present (2024), including
3. Board and committee minutes for the period 2021 through the present (2024), including all regular and special meetings of the full Board and of each standing committee (Audit, Compensation, and Nominating & Governance).
4. All existing committee charters (Audit Committee, Compensation Committee, and Nominati
4. All existing committee charters (Audit Committee, Compensation Committee, and Nominating & Governance Committee), in their current forms.
5. Marcus Vane's employment agreement, including all amendments thereto and all provision
High
⚑ Non-compete / exclusivity restraint
5. Marcus Vane's employment agreement, including all amendments thereto and all provisions relating to severance, non-compete and non-solicitation covenants, change-of-control protections, and equity award treatment upon termination.
6. All correspondence with or from Corvus Peak Capital Partners LP and its advisors (Blac
6. All correspondence with or from Corvus Peak Capital Partners LP and its advisors (Blackthorn Howell & Crane LLP and Falconer Strauss LLC), including the February 12, 2024 demand letter and the formal nomination package delivered March 1, 2024.
7. Corvus Peak's Schedule 13D filings with the SEC, including the initial filing dated Ja
7. Corvus Peak's Schedule 13D filings with the SEC, including the initial filing dated January 18, 2024 and the amended filing dated February 26, 2024, together with all exhibits thereto.
8. Current shareholder register and beneficial ownership data, as maintained by the Compa
8. Current shareholder register and beneficial ownership data, as maintained by the Company's transfer agent, Atlas Shareholder Services Inc., including any recent updates reflecting changes in institutional ownership positions.
9. Directors and Officers liability insurance policy, currently maintained with Helmsley
9. Directors and Officers liability insurance policy, currently maintained with Helmsley Indemnity Corp. (policy number: HIC-DOL-2024-009347), including all endorsements, riders, and side letters.
10. Any prior board presentations or analyses regarding CEO succession planning, includin
Medium
⚑ Assignment / subcontracting
10. Any prior board presentations or analyses regarding CEO succession planning, including any materials prepared by management, consultants, or advisors in anticipation of or in response to Mr. Vane's potential departure. A detailed written request for these and additional materials will follow separately to Ms. Khalil under cover of a formal letter dated March 14, 2024. In the interim, we ask that Ms. Khalil priori
V. Coordination with Ashworth Velmoran LLP
Medium
⚑ Forum / governing law
V. Coordination with Ashworth Velmoran LLP We recognize that Ashworth Velmoran LLP has served with distinction as AGMG's standing outside counsel since 2015 under Martin Cho's leadership. C&H has the highest regard for Ashworth Velmoran and its capabilities. The Board's decision to retain independent governance counsel is not a reflection on Ashworth Velmoran's competence or professionalism, but rather a response to
VI. Preliminary Observations and Cautions
Medium
⚑ Assignment / subcontracting
VI. Preliminary Observations and Cautions Before concluding, we wish to share several observations that we believe should inform the Board's approach to the matters ahead. First, the Board faces a situation of considerable complexity. A contested CEO succession — one of the most consequential decisions any board makes — is overlaid with an aggressive activist proxy campaign, and both are unfolding in the context of a
VII. Proposed Next Steps and Timeline
VII. Proposed Next Steps and Timeline The following summarizes the anticipated timeline for the immediate period ahead. All dates are subject to adjustment as events develop; in a situation of this nature, flexibility and responsiveness are essential. We wish to emphasize that the situation is inherently fluid. Corvus Peak may take public or private actions that require an accelerated response. The Company's sharehol
VIII. Closing
Medium
⚑ Forum / governing law
VIII. Closing We are confident in the Board's commitment to conducting a thorough, fair, and principled process — both with respect to the CEO succession and with respect to the Board's engagement with its shareholders. The Board has the talent, the experience, and the institutional resources to navigate this situation successfully. C&H is honored to serve as the Board's independent governance counsel, and we will br