Contract analysis

I. Executive Summary The purpose of this memorandum is to provide the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") with a comprehensive analysis of the fiduciary duties applicable to the CEO succession process under the laws of the State of Delaware. This analysis is rendered in light of several concurrent and consequential developments: the resignation of Marcus Vane

1. Duty of Care and Duty of Loyalty. The Board must adhere to both the duty of care and the duty of loyalty throughout the CEO succession process. The duty of care requires that the Board inform itself of all material information reasonably available before making a decision on the appointment of a permanent CEO. The duty of loyalty requires that each director act in the best interests of AGMG and its stockholders, f

2. Business Judgment Rule. In the ordinary course, the Board's CEO succession decision will be evaluated under the deferential business judgment rule, which presumes that the Board acted on an informed basis, in good faith, and in the honest belief that its actions were in the best interests of the Company. This presumption provides substantial protection for good-faith board decisions.

3. Enhanced Scrutiny Risks. Certain circumstances present in this engagement may trigger enhanced judicial scrutiny beyond the business judgment rule. Specifically: (a) The concurrent proxy contest with Corvus Peak raises the possibility that Board actions taken in connection with the CEO succession may be characterized as defensive measures, subject to the enhanced scrutiny standard set forth in Unocal Corp. v. Mesa

4. Process Is Paramount. The Board should adopt and rigorously follow a structured, well-documented CEO succession process to maximize the defensibility of its ultimate decision. The formation of the Special Committee, the engagement of Hargrove Tate Partners, and the retention of independent governance counsel are all significant process protections. The Board must ensure that these protections are not merely cosmet

II. Background and Factual Context The following summary of relevant facts is based on our review of the Company's governing documents, SEC filings, public disclosures, internal board materials provided to us by the General Counsel, and discussions with Board members and Company management. We have relied on the accuracy of the factual information provided to us and have not independently verified all underlying data

III. Fiduciary Duties of Delaware Directors — General Framework This section sets forth the foundational principles of Delaware fiduciary duty law as they apply to the CEO succession process. The legal framework is well-established and provides a structured analytical lens through which the Board's actions will be evaluated by courts, stockholders, and other interested parties. A. The Duty of Care The duty of care re

IV. Enhanced Scrutiny Standards Potentially Applicable While the business judgment rule is the default standard of review for board decisions, including CEO succession, several circumstances present in the AGMG situation could trigger enhanced judicial scrutiny. This section analyzes the three principal enhanced scrutiny standards under Delaware law and their potential applicability to the Board's conduct. A. Unocal

V. Specific Fiduciary Considerations in the AGMG CEO Succession Having set forth the general fiduciary framework and the enhanced scrutiny standards, we now turn to the specific fiduciary issues raised by the AGMG CEO succession process. This section addresses the particular factual circumstances that the Board faces and provides targeted guidance on each. A. The Interim CEO Designation — Risk of Implied Precommitmen