CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019
INTERNAL MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
July 8, 2024
TO: File — Matter No. 1017-00002
FROM: Nathaniel Bower, Responsible Partner Colette Whitman, Billing Partner
RE: Client File Closing Memorandum — Aurelius Global Media Group PLC — Contested CEO Succession Board Advisory
MATTER NUMBER: 1017-00002
CLIENT: Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L)
CLASSIFICATION: For Internal Use Only — Not to Be Distributed Outside Calderwood & Harkness LLP
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I. Purpose and Summary
This memorandum documents the formal closure of Matter No. 1017-00002 and is intended to serve as the comprehensive internal record of the engagement, its scope, key events, work product, billing, open issues, and lessons learned. It is prepared in accordance with Calderwood & Harkness LLP's standard file-closing procedures and is protected by the attorney-client privilege and the work product doctrine.
Calderwood & Harkness LLP was engaged by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel in connection with a contested CEO succession process and the Board's response to an activist shareholder campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"). The engagement was opened on March 12, 2024, and terminated on July 8, 2024, pursuant to formal notice received from the reconstituted Board on June 21, 2024.
Over the approximately four-month course of this engagement, the firm's work encompassed the following principal workstreams:
(a) fiduciary duty analysis and ongoing advisory support in connection with the CEO succession process following the abrupt resignation of Marcus Vane on March 8, 2024;
(b) proxy contest defense against the activist shareholder campaign mounted by Corvus Peak, which sought the election of three alternative director nominees to the AGMG Board at the Company's 2024 Annual General Meeting;
(c) advisory work for the Special Committee of independent directors formed on March 18, 2024 to oversee the CEO search process;
(d) analysis of and response to Corvus Peak's demand for books and records under Section 220 of the Delaware General Corporation Law;
(e) coordination with the Board's financial advisor, Stonebridge Crane & Co., on a strategic alternatives review process initiated in late April 2024;
(f) settlement analysis and negotiation support as the proxy contest reached its concluding stages; and
(g) transition support and advisory work following the reconstitution of the Board at the June 7, 2024 Annual General Meeting, at which all three Corvus Peak nominees were elected.
Final work product and transition materials, including a comprehensive transition memorandum, privilege log, work product index, open issues memorandum, and cover transmittal letter, were delivered to the client on July 1, 2024. The final invoice for the engagement was submitted on July 8, 2024. An outstanding balance of $312,817 is expected to be settled within the standard net-30 payment terms.
II. Engagement Overview
A. Client Information
Full Legal Name: Aurelius Global Media Group PLC
Short Name / Ticker: AGMG (NYSE); AGMG.L (LSE)
Entity Type: Public limited company incorporated in the State of Delaware on September 14, 2009 (Delaware File No. 4827193; Employer Identification Number 26-4831097). AGMG is also registered as an overseas company in England and Wales under the applicable provisions of the Companies Act 2006 and maintains a premium listing on the Official List of the Financial Conduct Authority with its ordinary shares admitted to trading on the Main Market of the London Stock Exchange.
Headquarters: 14 Sceptre Row, London EC2V 7QN, United Kingdom
Registered Agent (Delaware): Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801
Market Capitalization (as of March 1, 2024): Approximately £6.82 billion (approximately $8.65 billion at prevailing exchange rates), calculated on the basis of 412,600,000 shares of common stock outstanding.
Revenue (FY 2023): $4.37 billion in consolidated revenue; EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%.
Employees: Approximately 23,400 worldwide, across operations in the United States, the United Kingdom, continental Europe, Asia-Pacific, and Latin America.
Business Segments:
• Streaming & Digital Content — 42% of consolidated revenue. This segment encompasses AGMG's direct-to-consumer streaming platform, digital content production studios, and licensing and syndication operations.
• Live Entertainment & Events — 24% of consolidated revenue. This segment includes live concert and festival operations, venue management, ticketing services, and experiential marketing platforms.
• E-Commerce & Merchandising — 19% of consolidated revenue. This segment covers AGMG's direct-to-consumer and wholesale merchandising operations, including branded consumer products, artist-affiliated merchandise, and digital collectibles.
• Advertising & Brand Partnerships — 15% of consolidated revenue. This segment includes advertising inventory across AGMG's digital platforms, branded content partnerships, and sponsorship arrangements.
Client Contact (Primary): Nadine Khalil, General Counsel & Corporate Secretary. Ms. Khalil served as the principal day-to-day liaison for the engagement and attended all Board and Special Committee meetings in a non-voting capacity in her role as Corporate Secretary.
Board Chair (during engagement): Dame Elspeth Greenvale, Independent Non-Executive Chair. Dame Greenvale served as the primary senior Board contact for Calderwood & Harkness, particularly with respect to matters involving the full Board's strategic direction and the proxy contest response.
B. Nature of the Engagement
Calderwood & Harkness was retained as independent governance counsel to the Board of Directors of AGMG. The firm was engaged specifically in that capacity, separate and apart from the Company's standing outside counsel, Ashworth Velmoran LLP (Martin Cho, lead partner), which Corvus Peak publicly characterized as "management-aligned" in its campaign communications and preliminary proxy materials. The retention of independent governance counsel was a deliberate governance measure intended to ensure that the Board received unconflicted legal advice on CEO succession and the activist response, untethered from any real or perceived alignment with the prior management team under Marcus Vane.
The initial scope of the engagement, as set forth in the March 12, 2024 engagement letter executed by Dame Elspeth Greenvale on behalf of the Board, encompassed the following:
(1) Advise the Board on fiduciary duties arising in connection with the CEO succession process, including the designation of an interim chief executive officer, the formation and governance of a Special Committee to oversee the search, and the evaluation of internal and external candidates;
(2) Advise the Board on its response to the activist shareholder campaign initiated by Corvus Peak, including defensive measures analysis, shareholder engagement strategy, and governance best practices;
(3) Advise the Board on proxy contest defense strategy, including coordination with the Company's proxy solicitor and preparation of legal analyses supporting the Board's solicitation;
(4) Advise the Board on the response to Corvus Peak's demand for inspection of books and records under Section 220 of the Delaware General Corporation Law, including preparation of a response letter, privilege review, and production coordination; and
(5) Provide such other governance advisory services as the Board may reasonably request in connection with the foregoing matters.
The scope of the engagement was expanded pursuant to an Amended Engagement Letter dated April 22, 2024, executed by Dame Greenvale, to include a fifth workstream:
(5) Coordination with the Board's financial advisor, Stonebridge Crane & Co., in connection with a strategic alternatives review process, including advice on the legal framework applicable to the Board's evaluation of potential strategic transactions and the fiduciary duties implicated thereby.
The engagement was governed by Delaware law throughout. The forum selection clause contained in Article XIII of the AGMG Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including any claims arising under the DGCL.
C. Key Client Personnel During Engagement
The following individuals served as the principal client contacts and decision-makers during the course of the engagement:
Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board of Directors. Dame Greenvale served as the Board's primary strategic leader throughout the engagement and was the individual with whom Nathaniel Bower communicated most frequently on matters of Board-level strategy. Following the June 7, 2024 AGM, the reconstituted Board retained Dame Greenvale as Transitional Chair through September 30, 2024.
Priya Nair-Whitfield — Chief Operating Officer, Executive Director, and Interim Chief Executive Officer (designated March 8, 2024, effective upon Marcus Vane's resignation). Ms. Nair-Whitfield's dual role as both Interim CEO and internal candidate for the permanent CEO position created governance complexities that were addressed in multiple work product deliverables, including the March 28, 2024 memorandum on fiduciary considerations relating to the interim CEO designation.
Garrett Voss — Chief Financial Officer and Executive Director. Mr. Voss participated in Board discussions relating to financial matters and the strategic alternatives review and served as the primary management liaison with Stonebridge Crane & Co.
Nadine Khalil — General Counsel and Corporate Secretary. Ms. Khalil served as the day-to-day operational contact for the engagement, coordinated document production in response to the Section 220 demand, managed the privilege review process, and attended all Board and Special Committee meetings in her capacity as Corporate Secretary.
Special Committee Members:
• Tobias Kessler (Chair) — Independent Non-Executive Director. Mr. Kessler was an experienced governance practitioner who had served on the AGMG Board since 2017. He was not re-elected at the June 7 AGM.
• Lucinda Farrow-Grant — Independent Non-Executive Director. Ms. Farrow-Grant brought significant media industry expertise and served on the Special Committee throughout its existence. She was not up for re-election at the June 7 AGM.
• Dr. Anwen Llewellyn — Independent Non-Executive Director. Dr. Llewellyn contributed scientific and technology-sector governance experience to the Special Committee. She was not up for re-election at the June 7 AGM.
The Special Committee was formed on March 18, 2024 and dissolved by Board resolution on June 14, 2024, following the reconstitution of the Board.
D. Opposing / Adverse Parties
Corvus Peak Capital Partners LP
• Entity Type: Delaware limited partnership
• Address: 590 Lexington Avenue, 34th Floor, New York, New York 10022
• General Partner: Corvus Peak Management LLC
• Employer Identification Number: 83-2196504
• Founding Partner & Chief Investment Officer: Damien Solberg
• Portfolio Manager (AGMG Campaign): Erin Nakamura
• Assets Under Management: Approximately $7.2 billion
• AGMG Stake: 8.7% of outstanding shares (35,896,200 of 412,600,000 shares outstanding). Corvus Peak's average cost basis was approximately $20.97 per share, reflecting an aggregate investment of approximately $752.8 million.
• Activist Campaign: Corvus Peak launched a public activist campaign against AGMG in early 2024, filing a preliminary proxy statement on April 1, 2024 seeking the election of three alternative director nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — at the Company's 2024 Annual General Meeting.
Blackthorn Howell & Crane LLP — Counsel to Corvus Peak Capital Partners LP
• Address: 1301 Avenue of the Americas, New York, New York 10019
• Lead Partner: Dominic Sayer
• Lead Associate: Kathleen Bryce
• Role: BHC served as Corvus Peak's legal counsel throughout the activist campaign, including preparation and filing of proxy materials, the Section 220 demand, and settlement negotiations.
Falconer Strauss LLC — Proxy Solicitor to Corvus Peak Capital Partners LP
• Address: 375 Park Avenue, Suite 3500, New York, New York 10152
• Lead Contact: Derek Huang
• Role: Falconer Strauss managed Corvus Peak's proxy solicitation efforts, including outreach to institutional shareholders and coordination of the "vote no" campaign against incumbent directors.
E. Other Advisors and Third Parties Involved
The following advisors and third-party service providers were involved in the engagement or in matters related to the engagement:
Ashworth Velmoran LLP — Standing outside counsel to AGMG management
• Lead Partner: Martin Cho
• Address: One Liberty Plaza, New York, New York 10006
• Role: AK served as AGMG's longstanding outside corporate counsel and continued to advise management on general corporate matters, SEC reporting, and certain regulatory matters throughout the engagement period. A coordination protocol was established on March 19, 2024 to delineate responsibilities between AK (management-side counsel) and C&H (independent Board governance counsel) and to manage potential privilege and duplication issues.
Citrine Advisory Group Inc. — Proxy solicitor for AGMG management
• Lead Contact: Sandra Eriksson
• Address: 110 Wall Street, Suite 2200, New York, New York 10005
• Role: Citrine was engaged by AGMG management on February 28, 2024, prior to Calderwood & Harkness's retention, to serve as the Company's proxy solicitor in connection with the anticipated proxy contest. Citrine managed institutional investor outreach and vote tabulation projections on behalf of the Company.
Hargrove Tate Partners LLC — Executive search firm
• Lead Contact: Christine Aldridge
• Address: 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116
• Role: Retained by the Board on March 15, 2024 to conduct the CEO search process. Hargrove Tate's engagement contemplated a flat fee of $750,000, of which only the first installment of $250,000 was paid prior to the Board's decision on June 14, 2024 to table the CEO succession process indefinitely. The remaining $500,000 in potential fee obligations remains an open issue at engagement termination.
Brackenridge Howard Associates Inc. — Compensation consultant
• Lead Contact: Miriam Estabrook
• Address: 300 North LaSalle Street, Suite 4100, Chicago, Illinois 60654
• Role: Brackenridge Howard provided CEO compensation benchmarking services to the Board in connection with the CEO succession process, including peer group analysis, total compensation package modeling, and market data compilation.
Stonebridge Crane & Co. — Financial advisor to the Board
• Lead Contact: Anil Kapoor-Mehta
• Address: 383 Madison Avenue, New York, New York 10179
• Role: Engaged on April 22, 2024 pursuant to an engagement letter reviewed and marked-up by C&H. Stonebridge served as financial advisor to the Board in connection with the strategic alternatives review process. The engagement provided for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event of a completed change-of-control transaction, subject to a 12-month tail period.
Glenmore & Partners LLP — Independent auditor
• Lead Contact: Keith Redmond
• Address: 30 Rockefeller Plaza, New York, New York 10112
• Role: Glenmore has served as AGMG's independent auditor since 2019. Glenmore was not a direct participant in the matters covered by this engagement, but its independence status and audit reports were relevant to certain governance analyses.
Atlas Shareholder Services Inc. — Transfer agent
• Address: 6201 15th Avenue, Brooklyn, New York 11219
• Role: Atlas served as AGMG's transfer agent and registrar, providing shareholder records and vote tabulation services in connection with the June 7, 2024 AGM.
Helmsley Indemnity Corp. — D&O insurer
• Address: One Beacon Street, Boston, Massachusetts 02108
• Policy Number: HIC-DOL-2024-009347
• Coverage: $75 million per occurrence / $150 million aggregate
• Annual Premium: $3.8 million
• Policy Period: January 1, 2024 through December 31, 2024
• Role: Helmsley provided directors' and officers' liability insurance for the AGMG Board. The policy and its implications for departing directors were analyzed in the June 11, 2024 D&O insurance implications memorandum.
III. Engagement Team and Staffing
A. Calderwood & Harkness Professionals
The following professionals were assigned to Matter No. 1017-00002 during the course of the engagement:
B. Staffing Observations
The engagement was staffed leanly, reflecting both the relatively compressed four-month duration and the nature of the work, which was primarily advisory and analytical rather than transactional or litigation-driven. The team structure was intentionally kept small to maintain confidentiality and to ensure that communications with the Board and Special Committee flowed through a limited number of professionals.
Nathaniel Bower carried the heaviest partner load on this engagement, recording 247.5 hours — a figure reflective of the direct board-advisory nature of the work. Bower's time was driven principally by frequent communications with Dame Elspeth Greenvale (including multiple weekly telephone calls during the most active phases of the engagement), participation in Board and Special Committee meetings, and direct involvement in the preparation and presentation of key memoranda. Bower also served as the firm's representative in coordination discussions with Martin Cho at Ashworth Velmoran and Anil Kapoor-Mehta at Stonebridge Crane.
Colette Whitman recorded 134.0 hours, with her time concentrated on matter management, billing oversight, review and quality control of work product, and supplemental Board advisory work during periods of peak activity. Whitman also took the lead on certain discrete workstreams, including the D&O insurance analysis and the post-AGM transition advisory work.
Audrey Zhou served as the lead associate and handled the bulk of the research-intensive memoranda, recording 262.0 hours — the most of any timekeeper on the matter. Zhou's work product included the fiduciary duty analysis, poison pill memorandum, defensive measures survey, proxy advisory firm implications analyses, settlement framework, and multiple other governance memoranda. Her work was consistently high-quality and required minimal partner revision.
Brendan Walsh provided targeted research support, recording 173.0 hours. Walsh's contributions included research on the Blasius standard and its application to defensive measures adopted with the primary purpose of impeding the shareholder franchise, background research on the Hale-Solberg relationship and NYSE independence standards, and drafting support on several memoranda. Walsh also assisted with the preparation of the transition package delivered on July 1, 2024.
Paralegal time was minimal, totaling only $255 in aggregate fees across three individuals. Paralegal involvement was limited to document management, cite-checking of memoranda, and administrative tasks such as filing and transmittal logistics.
IV. Chronological Summary of Key Events and Work Product
This section provides a detailed chronological account of the significant events, client communications, and work product deliveries during the course of the engagement. The engagement is divided into four phases reflecting the natural progression of the matter.
Phase 1: Engagement Opening and Initial Assessment (March 8–28, 2024)
March 8, 2024. Marcus Vane resigned as Chief Executive Officer of AGMG, effective immediately. The circumstances of the resignation were sudden: Vane's departure followed a contentious series of Board discussions regarding strategic direction and capital allocation priorities, which had been amplified by Corvus Peak's public campaign for operational and governance changes. Pursuant to the terms of Vane's employment agreement (dated February 3, 2020, as amended), his severance package totaled $14.8 million, consisting of: two times base salary ($2.4 million × 2 = $4.8 million), two times target annual bonus ($2.4 million × 2 = $4.8 million), and $5.2 million in accelerated equity vesting. Vane also became subject to an 18-month non-competition covenant expiring September 8, 2025. On the same date, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer pending completion of a formal search process.
March 11, 2024. An internal conflict check memorandum was completed by the firm's General Counsel's office. The search encompassed AGMG and all known subsidiaries, Corvus Peak Capital Partners LP and its general partner Corvus Peak Management LLC, all identified directors, officers, and nominees of both entities, and all known adverse parties and related persons. No conflicts were identified. The memorandum was approved by the firm's Ethics Committee and filed in the matter record.
March 12, 2024. The engagement letter was executed by Dame Elspeth Greenvale on behalf of the Board of Directors. The letter established Calderwood & Harkness's retention as independent governance counsel, specified the initial scope of the engagement (as described in Section II.B above), set forth the fee arrangements (including hourly billing at the rates specified in Section III.A and an initial evergreen retainer of $75,000), and contained standard provisions regarding confidentiality, privilege, document retention, and termination. The matter was formally opened in the firm's time and billing system under Matter No. 1017-00002.
March 13, 2024. A matter budget and staffing plan was prepared by Colette Whitman for internal planning purposes. The budget estimated total professional fees in the range of $850,000 to $1,200,000, depending on the trajectory of the proxy contest and the possibility of related litigation (e.g., a Section 220 enforcement action or potential challenge to defensive measures). A cover letter was transmitted to Dame Greenvale summarizing the engagement team, contact information, and preliminary workstream priorities, including the CEO succession governance framework, the activist response strategy, and the Section 220 demand (which had been anticipated but not yet served).
March 14, 2024. The initial retainer of $75,000 was received and deposited into the firm's client trust account. On the same date, a detailed document and information request was transmitted to Nadine Khalil, requesting, among other materials: the Company's certificate of incorporation and all amendments thereto, the current bylaws, minutes of Board and committee meetings for the preceding 24 months, the Vane employment agreement and separation agreement, all correspondence with Corvus Peak and its counsel, all Schedule 13D and 13D/A filings by Corvus Peak, the current D&O insurance policy, the Company's corporate governance guidelines, and the charters of all Board committees. In addition, an annotated summary of the AGMG Amended and Restated Bylaws was prepared by Audrey Zhou, covering in particular: advance notice requirements for shareholder nominations (window of February 10 to March 11, 2024, for the 2024 AGM); the forum selection clause designating the Court of Chancery of the State of Delaware; majority voting provisions and the plurality voting trigger applicable to contested elections; procedures for the formation of Board committees; and the Company's indemnification and advancement obligations.
March 15, 2024. The Board, on the recommendation of the Special Committee (which had been informally constituted but not yet formally chartered), retained Hargrove Tate Partners LLC as the executive search firm to manage the CEO succession process. The Hargrove Tate engagement contemplated a flat fee of $750,000, with a first tranche of $250,000 paid upon engagement and the remainder payable in installments upon the achievement of specified milestones. The first tranche was paid on or about this date.
March 17, 2024. A memorandum on Special Committee charter best practices was delivered to the Board. The memorandum addressed, among other topics: the appropriate composition and independence requirements for a special committee charged with overseeing a CEO search in a contested environment; the scope of delegated authority; information access and reporting obligations; interaction protocols with the full Board, management, and advisors; documentation and record-keeping requirements; and fiduciary duty considerations specific to committee service.
March 18, 2024. The Special Committee was formally constituted by Board resolution, with Tobias Kessler as Chair, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn as members. All three were independent non-executive directors. A charter for the Special Committee was drafted by Calderwood & Harkness, negotiated with the committee members, and executed on this date. The charter delegated to the Special Committee the authority to oversee all aspects of the CEO search process, including candidate identification, evaluation, interview, and recommendation to the full Board, subject to the full Board's ultimate approval authority.
March 19, 2024. A coordination protocol letter was transmitted by Nathaniel Bower to Martin Cho at Ashworth Velmoran LLP. The letter established the respective roles of the two firms — Calderwood & Harkness as independent governance counsel to the Board and Ashworth Velmoran as standing outside counsel to the Company and its management — and set forth protocols for information sharing, document production coordination, privilege preservation, and avoidance of duplication. The protocol was essential given Corvus Peak's public characterization of Ashworth Velmoran as "management-aligned," which made clear delineation of the firms' respective roles a governance imperative.
March 20, 2024. A CEO search governance protocols memorandum was delivered to the Board and Special Committee. The memorandum addressed the procedural framework for conducting the search, including: confidentiality measures for candidate information, interview scheduling and evaluation procedures, the role of the executive search firm, management's participation in the process (including the recusal of Nair-Whitfield from discussions regarding her own candidacy), documentation requirements, and the process for the Special Committee's recommendation to the full Board.
March 22, 2024. Two significant events occurred on this date. First, the Special Committee process recommendations were delivered, providing a detailed roadmap for the committee's first several weeks of work, including a proposed meeting schedule, information request list to Hargrove Tate, and a framework for initial candidate assessment. Second, Corvus Peak served a demand for inspection of books and records under Section 220 of the Delaware General Corporation Law, directed to Nadine Khalil in her capacity as Corporate Secretary. The demand sought inspection of a broad range of documents relating to the CEO succession process, Board minutes, communications between the Board and Marcus Vane regarding his resignation, and the terms and circumstances of the Vane separation agreement. The demand was served through Blackthorn Howell & Crane LLP (Dominic Sayer).
March 25, 2024. The initial fiduciary duties memorandum was delivered to the full Board. This memorandum, prepared by Audrey Zhou under the supervision of Nathaniel Bower, provided a comprehensive analysis of the fiduciary duty framework applicable to the Board's decisions in the CEO succession context and the activist response. The memorandum addressed, inter alia: the directors' duties of care and loyalty under Delaware law; the enhanced scrutiny standard applicable to defensive measures under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995); the Revlon standard applicable to change-of-control transactions and its potential applicability if the strategic alternatives review resulted in a sale process (Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986)); and the circumstances under which enhanced scrutiny might be applied to the CEO succession decision itself.
March 26, 2024. A memorandum on Section 220 demand response recommendations was delivered to the Board. The memorandum analyzed the legal standards governing a Section 220 demand under Delaware law, including the proper purpose requirement, the scope of inspection rights, the availability of privilege and work product protections, and the practical considerations involved in crafting a response that was legally defensible while protecting sensitive CEO search materials. The memorandum recommended a narrowed production of non-privileged materials responsive to the demand's stated proper purpose, with a privilege log for withheld documents.
March 28, 2024. A memorandum addressing the fiduciary considerations arising from the Interim CEO designation was delivered to the Board and Special Committee. This memorandum analyzed whether the Board's designation of Priya Nair-Whitfield as Interim CEO on March 8 — before the Special Committee was formed and before a formal search process was structured — created an implied precommitment to Nair-Whitfield as the permanent CEO, and the extent to which such a perception might expose the Board to claims that the search process was not conducted in good faith. The memorandum concluded that while the designation itself was within the Board's business judgment, the Board should take affirmative steps to ensure that the search process was substantive and that all candidates — internal and external — were evaluated on a level playing field.
Phase 2: Proxy Contest and Defensive Measures (April 1–30, 2024)
April 1, 2024. Corvus Peak filed a preliminary proxy statement with the Securities and Exchange Commission seeking the election of three alternative director nominees at the Company's 2024 Annual General Meeting: Malcolm Trask, a former chief executive of a mid-cap digital media company; Vanessa Loring, a corporate governance practitioner and former partner at a major law firm; and Dr. Raymond Chu, a technology industry executive and former chief technology officer. The preliminary proxy was the first formal step in what became an increasingly public and contentious contest.
April 2, 2024. A draft response letter to the Corvus Peak Section 220 demand was prepared for Nadine Khalil's signature, addressed to Dominic Sayer at Blackthorn Howell & Crane LLP. The letter acknowledged receipt of the demand, identified the categories of documents that the Company was willing to produce, specified the materials being withheld on privilege and work product grounds, and enclosed a privilege log. The letter took the position that the demand's scope was overbroad in certain respects and that the Company was entitled to protect materials relating to the CEO search process to the extent they were subject to the attorney-client privilege or the work product doctrine.
April 3, 2024. A UK regulatory overlay memorandum was delivered to the Board and General Counsel. The memorandum addressed the disclosure and compliance obligations arising from AGMG's dual listing, with particular focus on the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, specifically DTR 5 regarding major shareholding notifications. The memorandum analyzed the interaction between the U.S. beneficial ownership reporting regime (Schedule 13D) and the UK major shareholding notification regime, and identified potential compliance obligations triggered by changes in Corvus Peak's stake or concert party arrangements.
April 4, 2024. Privilege log protocol instructions were transmitted to Nadine Khalil, establishing procedures for the ongoing identification, cataloging, and preservation of privileged materials in connection with the Section 220 demand and the broader activist response. The protocol was designed to ensure consistency across the multiple sets of counsel involved and to facilitate the preparation of a comprehensive privilege log.
April 5, 2024. Two deliverables were completed on this date. First, AGMG's preliminary proxy statement was filed with the SEC, setting forth the Board's recommendation that shareholders vote for the Company's incumbent director nominees and against the Corvus Peak slate. Second, an evaluation framework memorandum for CEO candidates was delivered to the Special Committee, providing a structured analytical framework for assessing candidates across multiple dimensions, including industry experience, strategic vision, cultural fit, compensation expectations, and governance considerations.
April 8, 2024. A comprehensive poison pill / shareholder rights plan analysis memorandum was delivered to the Board. The memorandum, prepared by Audrey Zhou and Brendan Walsh under the supervision of Nathaniel Bower, analyzed the legal framework governing the adoption of a shareholder rights plan under Delaware law, including Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985), and the proportionality analysis required under Unocal and Unitrin. The memorandum assessed the factual predicate for adoption — Corvus Peak's 8.7% stake — and concluded that the adoption of a rights plan at that ownership level would be unlikely to satisfy the proportionality test, as it would be difficult to characterize an 8.7% stake as constituting a "creeping control" threat sufficient to justify the adoption of a preclusive or coercive defensive measure. The memorandum further noted that adoption of a rights plan in the current environment would likely be viewed unfavorably by institutional shareholders and proxy advisory firms, potentially exacerbating the Board's already challenging position in the proxy contest. The memorandum recommended against adoption.
April 9, 2024. A pre-meeting email from Nathaniel Bower to Dame Elspeth Greenvale was transmitted, summarizing the poison pill recommendation and previewing the Board discussion anticipated for the following day.
April 10, 2024. The Board, at a special meeting, formally resolved not to adopt a shareholder rights plan, based on Calderwood & Harkness's analysis and recommendation. The decision was documented in the Board minutes and was subsequently referenced in the Company's proxy solicitation materials as evidence of the Board's commitment to shareholder-friendly governance practices.
April 12, 2024. A defensive measures survey memorandum was delivered to the Board, cataloging the range of defensive measures available to the Board beyond a poison pill — including advance notice bylaw amendments, enhanced information rights, standstill agreements, "net-short" disclosure requirements, and shareholder engagement initiatives — and assessing the legal and practical viability of each in the specific context of the AGMG proxy contest.
April 15, 2024. Corvus Peak issued a public open letter criticizing the Board's designation of Priya Nair-Whitfield as Interim CEO, characterizing the designation as a "predetermined outcome" designed to circumvent a genuine CEO search process and deny shareholders meaningful input into the Company's leadership transition. The letter received significant media attention and was cited in subsequent proxy advisory firm reports.
April 18, 2024. The Special Committee conducted interviews with five external CEO candidates, including Jonathan Hale, a former chief executive with significant media industry experience. The interviews were conducted in person in New York over the course of the day, with Calderwood & Harkness providing real-time governance advice to the committee.
April 19, 2024. A conflicts memorandum addressing the relationship between Jonathan Hale and Corvus Peak's founding partner Damien Solberg was delivered to the Special Committee. Research had revealed that Hale and Solberg had served together on the board of directors of Keystone Digital Ventures Ltd., a UK-based technology investment firm. The memorandum analyzed whether this prior relationship raised questions about Hale's independence under both the NYSE Listed Company Manual's independence standards and Delaware common law, and whether the relationship created a potential conflict of interest given Corvus Peak's active campaign against the Board. The memorandum recommended that the Special Committee evaluate whether the relationship was sufficiently attenuated to permit Hale's continued candidacy or whether proceeding with Hale would create governance risk. An email flagging the conflict was sent directly to the Special Committee members contemporaneously with the memorandum.
April 20, 2024. A Special Committee candidate interview summary memorandum was prepared, documenting the committee's interviews with all five external candidates and providing a comparative assessment against the evaluation framework previously delivered.
April 21, 2024. Nathaniel Bower and Audrey Zhou reviewed and provided a marked-up version of the draft engagement letter for Stonebridge Crane & Co., identifying provisions requiring negotiation, including fee structure, indemnification, tail fee provisions, exclusivity, and the scope of the financial advisory mandate.
April 22, 2024. Two significant events occurred on this date. First, the Board engaged Stonebridge Crane & Co. as its financial advisor in connection with a strategic alternatives review process. The engagement letter, as negotiated with C&H's input, provided for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event a change-of-control transaction was consummated, subject to a 12-month tail period. Second, an Amended Engagement Letter was executed expanding Calderwood & Harkness's scope to include coordination with Stonebridge on the legal framework for strategic alternatives.
April 23, 2024. A coordination email was transmitted from Nathaniel Bower to Anil Kapoor-Mehta at Stonebridge Crane, establishing initial communication protocols and scheduling a kick-off call for the strategic alternatives workstream.
April 24, 2024. A legal framework for strategic alternatives memorandum was delivered to the Board, addressing the fiduciary duty considerations applicable to a board's evaluation of strategic alternatives, including the circumstances under which Revlon duties would be triggered, market check requirements, the interplay between the strategic alternatives review and the ongoing proxy contest, and the potential impact of a strategic transaction on the CEO succession process.
April 25, 2024. An internal research assignment was made from Audrey Zhou to Brendan Walsh regarding the Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), standard and its application to board actions taken with the primary purpose of impeding the shareholder franchise. The research was directed toward assessing whether any of the Board's recent governance actions could be characterized as having a franchise-impeding purpose.
April 26, 2024. A confidentiality and information barrier protocols memorandum was delivered, establishing protocols for managing the flow of confidential information among the Board, the Special Committee, management, and the various external advisors, with particular attention to the potential for information leakage in the context of the simultaneous proxy contest and strategic alternatives review.
April 28, 2024. Two memoranda were delivered on this date. First, a proxy contest defense strategies memorandum was delivered to the Board, providing a comprehensive analysis of the Board's strategic options in the proxy contest, including engagement with shareholders, messaging and communications strategy, responses to the specific governance criticisms raised by Corvus Peak, and contingency planning for various electoral outcomes. Second, a fiduciary obligations during proxy contest memorandum was delivered, addressing the Board's ongoing duties during the pendency of a contested election, including the obligation to act in good faith, the prohibition on using corporate resources for entrenchment purposes, and the treatment of information requests from the dissident.
Phase 3: Proxy Advisory Firm Recommendations and Settlement (May 1–June 7, 2024)
May 1, 2024. A shareholder base analysis and vote projection memorandum was delivered to the Board. The memorandum provided a detailed analysis of AGMG's shareholder register, broken down by investor type (institutional, retail, insiders, index/passive), and assessed the likely voting behavior of significant shareholders in light of the proxy advisory firm recommendations (not yet issued at that time) and publicly available information regarding shareholder sentiment. The key ownership concentrations identified were as follows:
• Corvus Peak Capital Partners LP: 8.7% (35,896,200 shares)
• Thorne Capital Management LLC: 6.3% (26,093,800 shares)
• Ridgeway Asset Management Ltd.: 5.1% (21,042,600 shares)
• Windermere Pension Trust: 4.4% (18,154,400 shares)
• Insiders (directors and officers): 3.2% (13,203,200 shares)
The memorandum included preliminary vote projections based on assumptions regarding institutional voting patterns, noting that the outcome was likely to be closely contested and highly sensitive to the recommendations of ISS and Tarrant Partners LLC.
May 3, 2024. AGMG filed its definitive proxy statement for the June 7, 2024 Annual General Meeting with the SEC.
May 6, 2024. Corvus Peak filed its definitive proxy statement for the June 7, 2024 Annual General Meeting with the SEC.
May 8, 2024. A memorandum on ISS and Tarrant Partners LLC policy framework implications was delivered to the Board, analyzing the proxy advisory firms' published voting policies and guidelines relevant to the AGMG proxy contest, including their frameworks for evaluating contested elections, CEO succession processes, board responsiveness to shareholder concerns, and the adoption or rejection of defensive measures. The memorandum assessed the likelihood of favorable and unfavorable recommendations under various scenarios.
May 10, 2024. Corvus Peak transmitted a settlement proposal to the Board through its counsel, Dominic Sayer at Blackthorn Howell & Crane. The proposal contemplated the immediate seating of two Corvus Peak nominees on the Board, the suspension of the CEO search process pending a review by the reconstituted Board, and the withdrawal of the Corvus Peak proxy solicitation. The Board, following discussion with Calderwood & Harkness and other advisors, rejected the proposal.
May 12, 2024. Draft resolutions for the Board's formal rejection of the Corvus Peak settlement proposal were prepared and circulated.
May 17, 2024. Three significant developments occurred on this date, marking a critical inflection point in the proxy contest. First, the Windermere Pension Trust, holding 4.4% of AGMG's outstanding shares (18,154,400 shares), issued a public statement through its Chief Investment Officer, Bernard Napier, announcing its support for the Corvus Peak slate. Second, Thackeray Health IT (ISS) issued its proxy voting recommendation for the AGMG 2024 AGM, recommending that shareholders vote in favor of the election of two of the three Corvus Peak nominees — Malcolm Trask and Dr. Raymond Chu — while recommending against Vanessa Loring. Third, Nathaniel Bower transmitted a rapid-response email to Dame Elspeth Greenvale analyzing the ISS recommendation and its likely impact on the vote, identifying the Windermere defection as a significant negative signal, and outlining immediate next steps.
May 19, 2024. A comprehensive ISS recommendation analysis memorandum was delivered to the Board, providing a detailed assessment of the ISS report, its reasoning, the specific governance criticisms highlighted by ISS (including the Nair-Whitfield interim CEO designation), and the projected impact on the vote based on updated shareholder modeling.
May 22, 2024. Tarrant Partners LLC issued its proxy voting recommendation, recommending that shareholders vote in favor of the election of all three Corvus Peak nominees — Trask, Loring, and Chu. The Tarrant Partners LLC recommendation was more adverse to the Board's position than the ISS recommendation and reflected Tarrant Partners LLC's assessment that the Board had failed to adequately address shareholder concerns regarding CEO succession governance.
May 24, 2024. Two deliverables were completed on this date. First, a Tarrant Partners LLC recommendation analysis memorandum was delivered to the Board, analyzing the Tarrant Partners LLC report and its implications. Second, an updated vote projection memorandum was prepared reflecting the combined impact of the ISS and Tarrant Partners LLC recommendations, the Windermere defection, and revised assumptions regarding institutional voting behavior. The updated projections indicated that the Board was likely to lose at least two of the three contested seats and potentially all three, absent a settlement.
May 30, 2024. A comprehensive settlement analysis and recommendation memorandum was delivered to the Board. This memorandum, prepared by Audrey Zhou and Nathaniel Bower, analyzed three settlement configurations — a 1-seat concession (seating one Corvus nominee), a 2-seat concession (seating two Corvus nominees), and a 3-seat concession (seating all three Corvus nominees) — and assessed the costs, benefits, and risks of each, including reputational considerations, governance implications, impact on the CEO search, and shareholder perception. The memorandum included a game-theory analysis of negotiating dynamics and concluded with a recommendation that the Board pursue a negotiated 2-seat settlement with a mutual standstill agreement capping Corvus Peak's ownership at 12% for a period of 18 months and joint governance commitments, including participation in a reconfigured CEO search process. The memorandum noted, however, that the Board's negotiating leverage had been substantially diminished by the ISS and Tarrant Partners LLC recommendations and the Windermere defection, and that Corvus Peak might have little incentive to settle on terms favorable to the Board given the momentum in its favor.
June 1, 2024. The Board, at a special meeting, resolved to reopen settlement discussions with Corvus Peak. Calderwood & Harkness prepared a draft term sheet for a proposed cooperation agreement, the principal terms of which included: the seating of two Corvus Peak nominees (Trask and Chu) on the Board effective immediately; a mutual standstill under which Corvus Peak would agree not to acquire shares in excess of 12% of the Company's outstanding stock for a period of 18 months and would agree to vote in accordance with the Board's recommendations during the standstill period; and joint governance commitments relating to the CEO search process and Board committee composition.
June 2, 2024. The draft cooperation agreement term sheet was circulated to the Board for review and to Blackthorn Howell & Crane (with Board authorization) as a basis for negotiation.
June 7, 2024. The 2024 Annual General Meeting of Aurelius Global Media Group PLC was held. A total of 351,280,400 shares were voted, representing approximately 85.1% of the 412,600,000 shares outstanding. The results were as follows:
Corvus Peak Nominees (all elected):
• Malcolm Trask: 241,632,915 votes FOR (68.8% of shares voted)
• Vanessa Loring: 228,231,780 votes FOR (65.0% of shares voted)
• Dr. Raymond Chu: 234,554,027 votes FOR (66.8% of shares voted)
Incumbent Directors (not re-elected):
• Tobias Kessler: 156,321,778 votes FOR (44.5% of shares voted)
• Hugh Pemberton: 138,204,558 votes FOR (39.3% of shares voted)
• Sofia Delgado-Ríos: 147,627,022 votes FOR (42.0% of shares voted)
All three Corvus Peak nominees were elected with decisive margins, and all three incumbent directors standing for re-election were defeated. The results represented a comprehensive victory for Corvus Peak and a decisive repudiation of the Board's handling of the CEO succession process. Notably, Vanessa Loring — the one nominee ISS had recommended against — was nonetheless elected with 65.0% of shares voted, indicating that the overall momentum of the activist campaign carried her to victory despite the split ISS recommendation.
Following the announcement of the voting results, Nathaniel Bower transmitted a privileged email to Dame Elspeth Greenvale outlining immediate next steps, including the certification of election results, organizational matters for the reconstituted Board, transition planning, and the status of open workstreams.
Phase 4: Post-Reconstitution and Engagement Wind-Down (June 8–July 8, 2024)
June 8, 2024. A post-AGM vote analysis memorandum was delivered to the Board, providing a granular analysis of the voting results, including turnout, vote margins, comparison to pre-AGM projections, and an assessment of institutional voting patterns. A draft press release was also prepared for the Company's public announcement of the election results and the Board's commitment to an orderly transition.
June 9, 2024. A duties of departing directors memorandum was delivered to the Board and individually to Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. The memorandum addressed the departing directors' ongoing obligations following their departure from the Board, including: the scope and duration of D&O insurance coverage for claims arising from acts during their board service, document preservation obligations, cooperation obligations in connection with any future litigation or investigation, confidentiality obligations with respect to Board deliberations and privileged materials, and the directors' rights to indemnification and advancement under the Company's certificate of incorporation and bylaws.
June 10, 2024. The reconstituted Board held its first meeting. At the meeting, Malcolm Trask was elected Lead Independent Director. Dame Elspeth Greenvale was retained as Transitional Chair through September 30, 2024, a compromise arrangement intended to provide continuity during the governance transition. Calderwood & Harkness prepared draft resolutions for the post-AGM organizational matters addressed at this meeting, including board committee reconstitution, officer reconfirmation, and transition governance protocols.