[sheet: Invoice Summary]
Field | Value
Invoice Number | INV-1017-00002-FINAL
Invoice Date | July 8, 2024
Matter Number | 1017-00002
Matter Description | Aurelius Global Media Group PLC — Board Governance Advisory (CEO Succession & Activist Response)
Client | Board of Directors, Aurelius Global Media Group PLC
Client Address | 14 Sceptre Row, London EC2V 7QN, United Kingdom
Attention | Dame Elspeth Greenvale, Non-Executive Chair
Copy to | Nadine Khalil, General Counsel & Corporate Secretary
Billing Firm | Calderwood & Harkness LLP
Firm Address | 787 Seventh Avenue, New York, NY 10019
Responsible Partner | Nathaniel Bower
Billing Partner | Colette Whitman
Engagement Period | March 12, 2024 – July 8, 2024
Engagement Letter Date | March 12, 2024 (amended April 22, 2024)
Fee Arrangement | Hourly
SUMMARY OF CHARGES
Total Professional Fees | $1,034,625.00
Total Expenses & Disbursements | $38,442.00
Grand Total — All Charges | $1,073,067.00
PAYMENT HISTORY
Initial Retainer Received (March 14, 2024) | $75,000.00
Interim Invoice #1 — Paid (April 30, 2024) | $185,250.00
Interim Invoice #2 — Paid (May 31, 2024) | $312,500.00
Retainer Replenishment Received (June 14, 2024) | $75,000.00
Interim Invoice #3 — Paid (June 28, 2024) | $187,500.00
Total Payments Received to Date | $760,250.00
OUTSTANDING BALANCE
Amount Due This Invoice | $312,817.00
Payment Terms | Net 30 days
Payment Due Date | August 7, 2024
Wire Instructions | See attached
[sheet: Fee Summary by Timekeeper]
Timekeeper | Title / Role | Practice Group | Billing Rate ($/hr) | Total Hours | Total Fees
Nathaniel Bower | Partner (Responsible Partner) | Bankruptcy & Restructuring / Corporate Governance | $1,750.00 | 247.5 | $433,125.00
Colette Whitman | Partner (Billing Partner) | Bankruptcy & Restructuring | $1,625.00 | 134.0 | $217,750.00
Audrey Zhou | Associate (6th Year) | Capital Markets | $985.00 | 262.0 | $258,070.00
Brendan Walsh | Associate (3rd Year) | Capital Markets | $725.00 | 173.0 | $125,425.00
Paralegal Staff (3 paralegals) | Paralegal | Various | Various | 1.3 | $255.00
TOTAL | 817.8 | $1,034,625.00
[sheet: Fee Detail by Phase]
Phase / Workstream | Description | Bower Hours | Whitman Hours | Zhou Hours | Walsh Hours | Paralegal Hours | Total Hours | Total Fees
Phase 1: Engagement & Initial Assessment | Conflict checks, engagement letter, initial document review, bylaw analysis, fiduciary duties memorandum (March 12–31, 2024) | 38.0 | 12.0 | 45.0 | 32.0 | 0.5 | 127.5 | $166,957.50
Phase 2: CEO Search Support & Special Committee | Special Committee charter, CEO search protocols, candidate evaluation framework, interview support, Hargrove Tate coordination (March 15 – April 20, 2024) | 42.0 | 18.0 | 38.0 | 28.0 | 0.0 | 126.0 | $161,730.00
Phase 3: Activist Response & Defensive Measures | Poison pill analysis, defensive measures survey, § 220 demand response, proxy contest strategy, UK regulatory memo (March 22 – April 28, 2024) | 52.5 | 35.0 | 58.0 | 42.0 | 0.3 | 187.8 | $248,670.50
Phase 4: Proxy Contest & Vote Projection | Shareholder base analysis, ISS/Tarrant Partners LLC analysis, vote projections, proxy statement review, settlement analysis (May 1 – June 6, 2024) | 58.0 | 38.0 | 62.0 | 40.0 | 0.2 | 198.2 | $260,942.00
Phase 5: Post-AGM & Board Reconstitution | Post-AGM analysis, board process integrity, departing director duties, D&O insurance review, organizational resolutions (June 7–14, 2024) | 35.0 | 18.0 | 32.0 | 18.0 | 0.0 | 103.0 | $127,545.00
Phase 6: Strategic Alternatives Coordination | Stonebridge engagement review, information barrier protocols, strategic alternatives framework, termination analysis (April 21 – June 16, 2024) | 12.0 | 8.0 | 15.0 | 8.0 | 0.0 | 43.0 | $53,280.00
Phase 7: Transition & Closing | Transition memorandum, privilege log, work product index, open issues memo, file closing (June 21 – July 8, 2024) | 10.0 | 5.0 | 12.0 | 5.0 | 0.3 | 32.3 | $15,500.00
TOTAL | 247.5 | 134.0 | 262.0 | 173.0 | 1.3 | 817.8 | $1,034,625.00
[sheet: Time Entry Detail]
Date | Timekeeper | Hours | Rate | Amount | Task Description
2024-03-11 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Conflicts clearance research and preparation of internal conflict check memorandum re AGMG, Corvus Peak Capital Partners LP, and related entities
2024-03-12 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Review engagement terms; call with Dame Elspeth Greenvale and Nadine Khalil re scope of independent governance counsel engagement; finalize engagement letter
2024-03-12 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Review engagement letter and fee arrangements; set up matter billing protocols
2024-03-12 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Prepare conflicts database entries; coordinate with firm conflicts department on clearance for all identified parties; begin initial document collection
2024-03-12 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Preliminary background research on Aurelius Global Media Group PLC corporate structure, key shareholders, and recent SEC filings
2024-03-13 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Draft cover letter to Dame Greenvale outlining preliminary workstream priorities; review matter budget and staffing plan
2024-03-13 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Begin review of AGMG Restated Certificate of Incorporation; identify key governance provisions including board classification, supermajority requirements, and director removal standards
2024-03-13 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Research Corvus Peak Capital Partners LP background — fund size, investment strategy, prior activist campaigns in media sector; compile dossier
2024-03-14 | Nathaniel Bower | 1.5 | $1,750.00 | $2,625.00 | Prepare document and information request to Nadine Khalil for Restated Certificate of Incorporation, bylaws, board minutes, committee charters, Vane employment agreement, Corvus Peak correspondence
2024-03-14 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Review AGMG Amended and Restated Bylaws (effective March 22, 2022); begin annotated summary of key governance provisions including advance notice requirements (120–90 day window), forum selection clause (Court of Chancery of Delaware), plurality voting trigger
2024-03-14 | Brendan Walsh | 3.5 | $725.00 | $2,537.50 | Review Corvus Peak Schedule 13D filings (initial January 18, 2024, 6.1%; amended February 26, 2024, 8.7% of 412,600,000 shares = 35,896,200 shares); summarize ownership history and stated intentions
2024-03-14 | Paralegal Staff | 0.5 | Various | $98.00 | Set up matter files; organize initial document production from client; index received materials
2024-03-15 | Nathaniel Bower | 3.5 | $1,750.00 | $6,125.00 | Review AGMG board minutes from January and February 2024 board meetings; identify key governance discussions and CEO succession timeline; initial assessment of board dynamics
2024-03-15 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Continue bylaws annotation; research Delaware case law on advance notice bylaw enforcement in contested elections; begin comparison with peer company bylaws
2024-03-15 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Review Corvus Peak public statements and media coverage; compile timeline of activist campaign from initial stake disclosure through present
2024-03-16 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Review Hargrove Tate Partners LLC engagement letter for CEO search; assess scope, fee structure ($750,000 flat fee), and coordination protocols between search firm and Special Committee
2024-03-16 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review AGMG committee charters — Audit, Compensation, Nominating & Governance; identify gaps in governance framework relevant to CEO succession and activist response
2024-03-17 | Audrey Zhou | 4.5 | $985.00 | $4,432.50 | Draft preliminary memorandum on advance notice bylaw provisions — enforceability analysis, comparison with recent Delaware Chancery Court decisions, implications for Corvus Peak nomination timeline
2024-03-17 | Brendan Walsh | 3.5 | $725.00 | $2,537.50 | Research Delaware law on special committee formation and authority — scope of delegation, independence requirements, information access rights; draft research memo for Bower review
2024-03-18 | Nathaniel Bower | 4.5 | $1,750.00 | $7,875.00 | Draft and finalize Special Committee charter; call with Tobias Kessler (Committee Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn re scope and authority of Special Committee; review draft board resolutions for formation
2024-03-18 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Review and comment on draft Special Committee charter; advise on independence standards and information barrier considerations
2024-03-18 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Research and draft memorandum section on Special Committee best practices — meeting frequency, documentation requirements, independent advisor retention authority
2024-03-18 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Draft board resolutions for Special Committee formation; research form precedents and customize for AGMG governance structure
2024-03-19 | Nathaniel Bower | 1.0 | $1,750.00 | $1,750.00 | Prepare coordination protocol letter to Martin Cho at Ashworth Velmoran LLP re delineation of roles between governance counsel and standing outside counsel
2024-03-19 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Review Interim CEO Priya Nair-Whitfield employment agreement and current role scope; identify potential issues with dual role as candidate and interim executive
2024-03-19 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Research Delaware law on interim CEO appointments and fiduciary implications; identify case law on incumbent advantage in CEO search processes
2024-03-20 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Call with Hargrove Tate Partners (Helena Marsh, Managing Director) re CEO search process design; discuss timeline, candidate sourcing methodology, and evaluation criteria framework
2024-03-20 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft memorandum on document retention and preservation obligations applicable to CEO search process materials; privilege considerations for search committee communications
2024-03-20 | Audrey Zhou | 5.0 | $985.00 | $4,925.00 | Draft memorandum on CEO search process governance protocols — interview procedures, evaluation criteria standardization, role of Hargrove Tate Partners LLC (retained March 15; $750,000 flat fee, first installment $250,000 paid), documentation requirements
2024-03-21 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review and finalize CEO search protocol memorandum; email to Special Committee members distributing approved protocols; coordinate with Hargrove Tate on initial candidate long list
2024-03-21 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Research peer company CEO search processes in media and entertainment sector; compile benchmarking data for Special Committee reference
2024-03-21 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Draft FAQ document for Special Committee members on roles, responsibilities, and process during CEO search; review with Bower
2024-03-22 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Review and analyze Corvus Peak § 220 books-and-records demand dated March 22, 2024, seeking CEO search committee materials; preliminary privilege analysis
2024-03-22 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Research Delaware § 220 case law on proper purpose and scope of inspection demands in context of proxy contests; compile case summaries
2024-03-22 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Research § 220 procedural requirements and timeline for response; identify AGMG's options including partial production and privilege objection
2024-03-25 | Nathaniel Bower | 3.5 | $1,750.00 | $6,125.00 | Review fiduciary duties memorandum draft; provide substantive edits and additional analysis on enhanced scrutiny standards; call with Dame Greenvale to discuss preliminary findings
2024-03-25 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Continue § 220 response strategy development; coordinate with Ashworth Velmoran on document collection and privilege review protocol
2024-03-25 | Audrey Zhou | 6.0 | $985.00 | $5,910.00 | Finalize board fiduciary duties memorandum — Revlon, Unocal, and enhanced scrutiny standards applicable to CEO succession under Delaware law; duty of care and loyalty analysis
2024-03-25 | Brendan Walsh | 5.0 | $725.00 | $3,625.00 | Research and draft sections of fiduciary duties memorandum re Delaware case law on CEO succession and enhanced scrutiny
2024-03-26 | Colette Whitman | 4.0 | $1,625.00 | $6,500.00 | Draft memorandum on § 220 demand response strategy; proper purpose analysis; privilege log recommendations; narrowed production scope excluding attorney-client communications and privileged CEO search materials
2024-03-26 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Assist with § 220 response memorandum research; identify relevant Delaware Chancery decisions on scope limitations in contested election context
2024-03-27 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Review § 220 response strategy memorandum; provide comments; call with Nadine Khalil re document collection for narrowed production
2024-03-27 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Begin research on UK regulatory considerations for AGMG as dual-listed company; review FCA Disclosure Guidance and Transparency Rules
2024-03-27 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Continue research on dual-listing regulatory implications; review NYSE listing standards applicable to contested elections
2024-03-28 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Call with Special Committee to present fiduciary duties memorandum findings; discuss process recommendations and documentation requirements going forward
2024-03-28 | Audrey Zhou | 4.5 | $985.00 | $4,432.50 | Draft memorandum analyzing fiduciary implications of Interim CEO designation of Priya Nair-Whitfield — whether appointment creates implied precommitment prejudicing the formal search process; recommend procedural safeguards
2024-03-29 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review Nair-Whitfield memorandum; finalize recommendations on procedural safeguards; email to Special Committee with guidance on managing incumbent advantage perception
2024-03-29 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Review and update privilege log protocol for § 220 production; coordinate with paralegal team on document indexing
2024-03-29 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Draft procedural safeguard recommendations for managing Nair-Whitfield interim CEO candidacy; research comparable situations in Delaware case law
2024-04-01 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Review updated Corvus Peak Schedule 13D/A (amendment filed March 29, 2024); analyze revised activist demands including 3 board seats and CEO search pause; prepare strategy update for Dame Greenvale
2024-04-01 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Finalize § 220 response letter; review privilege log entries for completeness; coordinate final production with Ashworth Velmoran
2024-04-01 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Analyze updated 13D/A; track ownership changes; update shareholder base overview; begin research on Corvus Peak's slate nominees (Marcus Trask, Vanessa Loring, Dr. Raymond Chu)
2024-04-01 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Research backgrounds of Corvus Peak nominees — Trask (media executive, former CEO of Pinnacle Broadcasting), Loring (governance activist, institutional investor relations), Dr. Chu (technology strategist, AI/digital media)
2024-04-02 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Finalize response letter to Dominic Sayer at Blackthorn Howell & Crane LLP re Corvus Peak § 220 demand; partial objection on privilege grounds; offer narrowed production
2024-04-02 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Draft detailed profiles of each Corvus Peak nominee; analyze potential conflicts of interest, independence under NYSE standards, and likely committee assignments if elected
2024-04-02 | Brendan Walsh | 3.5 | $725.00 | $2,537.50 | Continue nominee background research; review public filings, professional histories, and prior board service for Trask, Loring, and Chu
2024-04-03 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Call with Dame Greenvale and Nadine Khalil to discuss activist escalation and revised defense strategy; coordinate approach with Ashworth Velmoran
2024-04-03 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Review Corvus Peak preliminary proxy statement (filed April 1, 2024); identify material claims and governance criticisms; flag potential misstatements for rebuttal
2024-04-03 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Draft memorandum on UK regulatory considerations — FCA Disclosure Guidance and Transparency Rules (DTR 5) major shareholding notifications; interaction between US proxy rules and UK disclosure regime for dual-listed AGMG (NYSE: AGMG; LSE: AGMG.L)
2024-04-04 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review UK regulatory memorandum; provide comments; discuss cross-border coordination issues with Colette Whitman
2024-04-04 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Prepare privilege log protocol instructions for Nadine Khalil re documents withheld from § 220 production; format requirements and review workflow
2024-04-04 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Research FCA DTR 5 requirements; draft comparison chart of US and UK disclosure obligations for dual-listed company proxy contest
2024-04-05 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Call with Special Committee re CEO search status update; Hargrove Tate has identified 12 external candidates for first-round interviews; discuss evaluation criteria and scheduling
2024-04-05 | Audrey Zhou | 5.5 | $985.00 | $5,417.50 | Draft evaluation framework memorandum — proposed scoring rubric for comparing internal candidate Nair-Whitfield vs. external candidates including Jonathan Hale; criteria: strategic vision, operational experience, cultural fit, industry relationships, independence from activist influence
2024-04-05 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research CEO evaluation frameworks used in comparable public company searches; compile benchmarking data for evaluation memorandum
2024-04-08 | Nathaniel Bower | 5.0 | $1,750.00 | $8,750.00 | Draft poison pill / shareholder rights plan analysis memorandum; apply Moran v. Household International and Unocal/Unitrin proportionality framework; recommend against adoption given 8.7% stake not constituting creeping control threat
2024-04-08 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Review draft poison pill memorandum; provide supplemental analysis on market reaction risks and ISS policy against poison pills adopted without shareholder approval
2024-04-08 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Research poison pill precedents in media sector; analyze ISS and Tarrant Partners LLC policies on shareholder rights plans; draft supplemental section for poison pill memorandum
2024-04-08 | Brendan Walsh | 3.5 | $725.00 | $2,537.50 | Research recent Delaware case law on poison pill adoption in low-ownership activist situations; compile case digest for memorandum
2024-04-09 | Nathaniel Bower | 1.0 | $1,750.00 | $1,750.00 | Email to Dame Greenvale summarizing recommendation against adoption of rights plan; prepare talking points for April 10 board meeting
2024-04-09 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Prepare board presentation slides summarizing poison pill analysis and recommendation; coordinate with Bower on talking points
2024-04-10 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Attend board meeting (telephonic); present poison pill recommendation; board resolves not to adopt shareholder rights plan; draft resolution memorializing decision
2024-04-10 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Attend board meeting (telephonic); assist with questions on defensive measures during board discussion
2024-04-10 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Attend board meeting (telephonic); take notes; draft minutes summary for Nadine Khalil review
2024-04-11 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Finalize board meeting minutes and resolutions; coordinate with Ashworth Velmoran on public disclosure of decision not to adopt rights plan
2024-04-11 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Update defensive measures survey to reflect board decision on poison pill; begin drafting alternative defensive measures sections
2024-04-12 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Review draft defensive measures survey memorandum; provide substantive edits and strategic commentary on each proposed measure
2024-04-12 | Brendan Walsh | 6.0 | $725.00 | $4,350.00 | Draft defensive measures survey memorandum — bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives announcement, enhanced shareholder engagement; Unocal proportionality analysis for each measure
2024-04-14 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Review defensive measures survey; add section on regulatory defense considerations under UK Takeover Code and Panel on Takeovers implications
2024-04-14 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Research shareholder engagement best practices during proxy contests; draft enhanced engagement protocol recommendations for board consideration
2024-04-15 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Finalize defensive measures survey; distribute to Special Committee and full board with cover memorandum; recommend enhanced shareholder engagement as primary defense strategy
2024-04-15 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Draft talking points for shareholder engagement calls; prepare Q&A document addressing likely activist criticisms of CEO search process and board governance
2024-04-15 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Research peer company activist settlement precedents; begin compiling database of comparable situations for future reference
2024-04-16 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Call with Dame Greenvale to discuss shareholder engagement strategy; identify top 15 institutional holders for direct outreach; coordinate with investor relations
2024-04-16 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft guidelines for board members on communications with shareholders during proxy contest; compliance with Regulation FD considerations
2024-04-17 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Travel to Boston; meeting with Hargrove Tate Partners re candidate interview preparation; review candidate materials for April 18 first-round interviews
2024-04-17 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Prepare interview evaluation forms and scoring matrices for Special Committee use during April 18 candidate interviews; compile candidate background summaries
2024-04-18 | Nathaniel Bower | 4.0 | $1,750.00 | $7,000.00 | Attend first-round candidate interviews in Boston (5 external candidates including Jonathan Hale); advise Special Committee on interview process; identify Jonathan Hale-Damien Solberg connection
2024-04-18 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Attend candidate interviews; record evaluation scores and committee feedback; prepare preliminary candidate assessment summary
2024-04-18 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research Jonathan Hale background in detail; confirm shared board service with Damien Solberg at Keystone Digital Ventures Ltd.; prepare conflict memo outline
2024-04-19 | Nathaniel Bower | 4.0 | $1,750.00 | $7,000.00 | Draft memorandum analyzing Jonathan Hale conflicts of interest — pre-existing relationship with Damien Solberg (Corvus Peak CIO), shared board service at Keystone Digital Ventures Ltd.; independence assessment under NYSE listing standards and Delaware law; email to Special Committee flagging concerns
2024-04-19 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review Hale conflict memorandum; provide additional analysis on appearance of independence under institutional shareholder advisory policies
2024-04-19 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Complete research for Hale conflict memorandum; identify SEC filings disclosing Hale-Solberg relationship; draft supplemental research memo
2024-04-20 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Prepare Special Committee update memorandum summarizing April 18 candidate interviews (five external candidates including Hale); preliminary assessment of strengths and concerns; flag Hale-Solberg conflict
2024-04-20 | Paralegal Staff | 0.3 | Various | $58.50 | Organize candidate interview materials and evaluation forms; maintain secure filing of confidential search documents
2024-04-21 | Colette Whitman | 3.5 | $1,625.00 | $5,687.50 | Review and mark up Stonebridge Crane & Co. proposed engagement letter — $250,000/month retainer, 0.25% of enterprise value transaction fee, indemnification provisions analysis
2024-04-21 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Research comparable investment bank engagement terms for strategic alternatives reviews in media sector; prepare comparison analysis for Whitman review
2024-04-22 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Finalize amended engagement letter expanding scope to strategic alternatives coordination with Stonebridge Crane; draft board resolution authorizing Stonebridge engagement
2024-04-22 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Finalize comments on Stonebridge engagement letter; negotiate revised indemnification provisions; coordinate execution with Nadine Khalil
2024-04-23 | Nathaniel Bower | 1.0 | $1,750.00 | $1,750.00 | Email to Anil Kapoor-Mehta at Stonebridge Crane re scope and process coordination; establish working relationship and information sharing protocols
2024-04-23 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Research information barrier requirements for concurrent CEO search and strategic alternatives review; begin draft protocols memorandum
2024-04-24 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Call with Stonebridge Crane team (Anil Kapoor-Mehta and Sarah Chen) re initial assessment of strategic landscape; discuss timeline and confidentiality protocols
2024-04-24 | Audrey Zhou | 4.5 | $985.00 | $4,432.50 | Draft legal framework memorandum for evaluating strategic alternatives — Revlon duties, market check requirements, interaction with CEO search process
2024-04-24 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research Revlon duties in context of strategic alternatives review initiated during proxy contest; identify relevant Delaware precedents
2024-04-25 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review strategic alternatives legal framework memorandum; provide comments; discuss interaction between Revlon analysis and ongoing CEO search
2024-04-25 | Audrey Zhou | 1.0 | $985.00 | $985.00 | Internal research assignment to Brendan Walsh re Blasius standard — enhanced judicial scrutiny for board actions impeding shareholder franchise
2024-04-25 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Begin research on Blasius standard; review Blasius Industries, Inc. v. Atlas Corp. and progeny; identify applicable standards for board actions during proxy contest
2024-04-26 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Draft confidentiality and information barrier protocols memorandum — wall procedures between strategic alternatives review and CEO search process
2024-04-26 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Review and comment on information barrier protocols memorandum; research SEC guidance on conflicts management in parallel board processes
2024-04-26 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Continue Blasius research; draft outline of memorandum analyzing franchise-impeding risk for various board actions under consideration
2024-04-28 | Nathaniel Bower | 6.0 | $1,750.00 | $10,500.00 | Finalize comprehensive proxy contest defense strategies memorandum — ISS/Tarrant Partners LLC likely recommendations, shareholder base analysis (Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%), messaging, vote scenarios
2024-04-28 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Review and edit proxy contest defense memorandum; add section on proxy solicitation legal requirements and SEC filing obligations
2024-04-28 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Compile shareholder ownership data and institutional holder profiles for proxy defense memorandum; model preliminary vote scenarios based on known holder positions
2024-04-28 | Brendan Walsh | 7.0 | $725.00 | $5,075.00 | Research for Blasius memorandum; draft sections on fiduciary obligations during proxy contest re use of corporate resources in proxy solicitation
2024-04-29 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Final review and distribution of proxy defense memorandum to full board; call with Dame Greenvale to discuss key recommendations
2024-04-29 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Finalize Blasius memorandum; submit to Bower and Zhou for review; update defensive measures database
2024-04-30 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Prepare Interim Invoice #1; reconcile time entries for March 12 – April 30 billing period; coordinate with billing department
2024-05-01 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Strategy session with engagement team to plan May workstreams; focus on vote projection modeling, ISS/Tarrant Partners LLC preparation, and settlement framework development
2024-05-01 | Audrey Zhou | 6.0 | $985.00 | $5,910.00 | Draft shareholder base analysis and vote projection memorandum — 412,600,000 shares outstanding; institutional holder voting tendencies; identify Windermere Pension Trust as potential swing voter; flag ISS/Tarrant Partners LLC risk
2024-05-01 | Brendan Walsh | 4.0 | $725.00 | $2,900.00 | Research institutional holder voting records in recent proxy contests; compile voting tendency profiles for top 20 AGMG shareholders
2024-05-02 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Review vote projection memorandum; provide comments on methodology and scenario assumptions; flag Windermere Pension Trust engagement as priority
2024-05-02 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Refine vote projection models; run sensitivity analysis on ISS recommendation impact scenarios; update memorandum with revised projections
2024-05-02 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research Windermere Pension Trust governance policies and prior voting record on contested elections; prepare engagement briefing
2024-05-03 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review definitive proxy statement draft; provide governance-focused comments; coordinate with Ashworth Velmoran on disclosure issues
2024-05-03 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Review AGMG definitive proxy statement for legal sufficiency; provide comments to Nadine Khalil and Martin Cho at Ashworth Velmoran
2024-05-03 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Review proxy statement disclosure regarding CEO search process; confirm accuracy of governance-related statements and committee descriptions
2024-05-06 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Call with Dame Greenvale and Windermere Pension Trust representatives re board governance improvements and CEO search timeline; prepare follow-up engagement summary
2024-05-06 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review Regulation FD implications of shareholder engagement calls; prepare compliance checklist for board member outreach
2024-05-06 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Prepare briefing materials for institutional shareholder engagement calls; draft talking points and governance narrative for management team use
2024-05-07 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Calls with Thorne Capital and Ridgeway Asset Management representatives re AGMG governance and CEO search; assess likely voting positions
2024-05-07 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Update vote projection models based on shareholder engagement feedback; memorandum update reflecting revised probability assessments
2024-05-07 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Research proxy advisory firm engagement protocols; prepare timeline for ISS and Tarrant Partners LLC recommendation release dates
2024-05-08 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Draft ISS and Tarrant Partners LLC policy framework memorandum — pre-recommendation analysis of voting guidelines applicable to board refreshment, CEO succession, and contested elections at AGMG
2024-05-08 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Research ISS and contested election evaluation frameworks; compile key policy criteria and recent precedent recommendations
2024-05-09 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review ISS/Tarrant Partners LLC policy framework memorandum; provide strategic assessment of likely recommendations based on known policy positions
2024-05-09 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review draft proxy supplement materials prepared by Ashworth Velmoran; provide governance-focused comments on additional disclosure
2024-05-10 | Nathaniel Bower | 3.5 | $1,750.00 | $6,125.00 | Review Corvus Peak settlement proposal (2 nominees seated immediately, CEO search paused); draft board resolution authorizing rejection; prepare talking points for public statement
2024-05-10 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Analyze settlement proposal terms; identify problematic provisions including CEO search pause and immediate seating without governance safeguards
2024-05-10 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Draft analysis of settlement proposal terms; compare with precedent activist settlements; identify non-standard provisions requiring negotiation
2024-05-10 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research precedent activist-company settlement agreements; compile term comparison database for 15 comparable media sector settlements
2024-05-12 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Attend Special Committee call to discuss settlement rejection; finalize draft resolutions
2024-05-12 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Attend Special Committee call; prepare meeting notes; draft formal rejection communication outline
2024-05-13 | Nathaniel Bower | 1.5 | $1,750.00 | $2,625.00 | Finalize settlement rejection resolution; coordinate with Ashworth Velmoran on public statement; email to Dame Greenvale confirming rejection process
2024-05-13 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft formal rejection letter to Dominic Sayer at Blackthorn Howell; maintain constructive tone while preserving negotiation options
2024-05-14 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Update vote projection models incorporating settlement rejection; assess impact on proxy advisory firm recommendations; revised scenario analysis
2024-05-14 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Monitor market reaction to settlement rejection announcement; compile analyst commentary and shareholder response data
2024-05-15 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Call with Dame Greenvale to discuss post-rejection strategy; prepare contingency plan for adverse ISS recommendation; discuss settlement reopening triggers
2024-05-15 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Draft contingency settlement term sheet for potential reopened negotiations; identify minimum acceptable terms and walkaway positions
2024-05-16 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Research ISS analyst questions submitted to AGMG management; assist with preparation of responses emphasizing governance improvements and CEO search progress
2024-05-16 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research ISS contested election case studies from 2023-2024; identify factors correlating with management-favorable vs. dissident-favorable recommendations
2024-05-17 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Rapid-response analysis of ISS recommendation (elect Trask and Chu, 2 of 3 Corvus nominees); email to Dame Greenvale recommending accelerated settlement discussions; note Windermere Pension Trust public support for Corvus slate
2024-05-17 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review ISS report in detail; identify key criticisms of AGMG board and CEO search process; prepare rebuttal points for shareholder communications
2024-05-17 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Analyze ISS report methodology and cited concerns; compare recommendation with ISS policy framework predictions; identify areas of divergence
2024-05-18 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Call with Special Committee to discuss ISS recommendation impact; recommend immediate shareholder outreach campaign and settlement reconsideration
2024-05-19 | Audrey Zhou | 5.0 | $985.00 | $4,925.00 | Draft post-ISS recommendation analysis memorandum; revised vote projections incorporating ISS support for 2 nominees; strategic implications assessment
2024-05-19 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Update vote projection data inputs to reflect ISS recommendation; assist with revised scenario modeling
2024-05-20 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Review post-ISS analysis memorandum; update board on revised vote projections showing increased risk; call with Ashworth Velmoran re supplemental proxy materials
2024-05-20 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft supplemental shareholder communication responding to ISS recommendation; emphasize board governance improvements and CEO search milestones
2024-05-20 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Prepare updated shareholder engagement materials incorporating ISS recommendation response; coordinate with investor relations team
2024-05-22 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review Tarrant Partners LLC recommendation (elect all 3 Corvus nominees); updated vote projections showing likely loss of proxy fight
2024-05-22 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review Tarrant Partners LLC report; identify additional governance criticisms not raised by ISS; assess cumulative impact on vote outcome
2024-05-22 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Analyze Tarrant Partners LLC report methodology; compare with ISS analysis; identify compounding negative factors for AGMG management slate
2024-05-22 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Update vote projection database with Tarrant Partners LLC recommendation data; run revised scenarios showing three-nominee election probability
2024-05-23 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Emergency call with full board to discuss proxy fight outlook; present revised vote projections; recommend serious consideration of negotiated settlement; discuss board reconstitution scenarios
2024-05-24 | Audrey Zhou | 4.5 | $985.00 | $4,432.50 | Draft post-Tarrant Partners LLC recommendation analysis memorandum; recommend immediate resumption of settlement discussions
2024-05-24 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research settlement timing considerations — AGM scheduled June 7; identify procedural requirements for any pre-AGM cooperation agreement
2024-05-27 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Call with Dame Greenvale and Nadine Khalil to discuss settlement parameters; identify acceptable range of concessions; prepare negotiation mandate for board approval
2024-05-27 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Draft settlement negotiation framework; identify key terms including board seat allocation, standstill provisions, CEO search process commitments, and mutual non-disparagement
2024-05-28 | Audrey Zhou | 3.5 | $985.00 | $3,447.50 | Draft detailed term sheets for 1-seat, 2-seat, and 3-seat settlement scenarios; analyze governance implications of each; model post-settlement board composition
2024-05-28 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research standstill agreement precedents in activist settlements; draft model standstill provisions for negotiation term sheet
2024-05-29 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Board meeting (telephonic) to discuss settlement mandate; board authorizes Dame Greenvale to pursue 2-seat settlement with specified parameters; draft authorizing resolution
2024-05-29 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Attend board meeting; finalize authorizing resolution language; prepare settlement negotiation instructions for Dame Greenvale
2024-05-30 | Nathaniel Bower | 6.0 | $1,750.00 | $10,500.00 | Finalize settlement analysis and recommendation memorandum — 1-seat, 2-seat, 3-seat concession scenarios; game-theory analysis; precedent activist settlements in media sector; recommend negotiated 2-seat settlement with mutual standstill
2024-05-30 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review final settlement memorandum; add section on implementation mechanics and timeline for cooperation agreement execution
2024-05-30 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Finalize settlement scenario analysis appendices; compile precedent transaction data tables and governance commitment comparison charts
2024-05-30 | Brendan Walsh | 4.0 | $725.00 | $2,900.00 | Research precedent activist-company settlements in media and entertainment sector for settlement analysis memorandum
2024-05-31 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Settlement negotiation support; call with Dominic Sayer at Blackthorn Howell; discuss framework for potential 2-seat cooperation agreement; negotiations collapse on standstill terms
2024-05-31 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Prepare Interim Invoice #2; reconcile time entries for May 1 – May 31 billing period
2024-06-01 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Draft board resolution authorizing Dame Greenvale and Special Committee to reopen settlement negotiations; prepare draft cooperation agreement term sheet (2 seats, mutual standstill, 12% ownership cap, 18-month standstill)
2024-06-01 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft cooperation agreement provisions — board representation, committee assignments, information access, standstill covenant, expense reimbursement cap
2024-06-02 | Audrey Zhou | 5.0 | $985.00 | $4,925.00 | Finalize draft term sheet for proposed cooperation agreement with Corvus Peak; review governance commitment provisions and CEO search process reset terms
2024-06-02 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Draft cooperation agreement ancillary provisions — mutual non-disparagement, press release approval process, information sharing protocols
2024-06-03 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Further settlement negotiation calls; Corvus Peak insists on 3 seats; negotiations suspended pending AGM outcome; advise Dame Greenvale on AGM preparation
2024-06-03 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Draft AGM contingency planning memorandum — scenarios for full slate election, partial election, and management slate victory; governance implications of each outcome
2024-06-04 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Pre-AGM preparation call with Dame Greenvale and Nadine Khalil; review vote tallies from early returns; discuss remarks and transition protocols
2024-06-04 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review AGM materials and procedural requirements; prepare checklist for legal compliance at meeting; review inspector of elections arrangements
2024-06-04 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Prepare AGM legal briefing for Dame Greenvale; review procedural rules and voting mechanics; prepare contingency scripts for various outcomes
2024-06-05 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Final pre-AGM strategy call; review latest vote projections; prepare post-meeting action items for all outcome scenarios
2024-06-05 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Prepare post-AGM document templates — press releases, 8-K filing drafts, and board resolution forms for various election outcome scenarios
2024-06-06 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Travel to London for AGM; pre-meeting coordination with Dame Greenvale and AGMG team; review final vote tallies from proxy solicitor
2024-06-06 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Travel to London for AGM; review final proxy tabulation summary; prepare legal notes for meeting proceedings
2024-06-06 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Final vote projection update; prepare real-time vote tracking spreadsheet for AGM use; coordinate with proxy solicitor on tabulation procedures
2024-06-07 | Nathaniel Bower | 4.0 | $1,750.00 | $7,000.00 | Attend 2024 Annual General Meeting; monitor vote count (351,280,400 shares voted, 85.1% turnout); email to Dame Greenvale with preliminary results — Trask 68.8%, Loring 65.0%, Chu 66.8%; Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%; immediate legal guidance on transition mechanics
2024-06-07 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Attend AGM; assist with legal proceedings; immediate post-meeting analysis of election results and implications for board composition
2024-06-07 | Audrey Zhou | 4.0 | $985.00 | $3,940.00 | Attend AGM; track real-time vote counts; prepare preliminary results analysis; assist with post-meeting communications
2024-06-07 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Monitor AGM proceedings remotely; prepare draft 8-K filing with election results; draft initial press release acknowledging outcome
2024-06-07 | Paralegal Staff | 0.2 | Various | $41.50 | Compile AGM materials and vote tabulation records for matter file
2024-06-08 | Audrey Zhou | 5.5 | $985.00 | $5,417.50 | Draft post-AGM vote analysis memorandum; all 3 Corvus nominees elected; 3 incumbents not re-elected; analysis of implications for board dynamics and governance reset
2024-06-08 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Draft press release for AGMG acknowledging election results, welcoming Trask, Loring, and Chu, and thanking departing directors Kessler, Pemberton, and Delgado-Ríos
2024-06-08 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review 8-K filing and press release drafts; coordinate with Ashworth Velmoran on SEC filing timeline
2024-06-09 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Draft board transition memorandum — seating procedures for new directors, committee reconstitution requirements, onboarding process for Trask, Loring, and Chu; governance transition timeline
2024-06-09 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Draft memorandum on duties of departing directors (Kessler, Pemberton, Delgado-Ríos) — post-departure obligations, D&O coverage continuity under Helmsley Indemnity policy HIC-DOL-2024-009347, document preservation, cooperation requirements
2024-06-09 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Research NYSE listing requirements for board reconstitution — independence standards, committee composition requirements, transition period compliance
2024-06-09 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Research new director onboarding best practices; draft new director information package checklist; compile governance documents for new director review
2024-06-10 | Nathaniel Bower | 5.0 | $1,750.00 | $8,750.00 | Attend reconstituted Board first meeting; draft post-AGM organizational resolutions — Trask elected Lead Independent Director, committee assignments, Dame Greenvale transitional chair through September 30, 2024, Loring named N&G Committee Chair
2024-06-10 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Attend reconstituted board meeting; advise on committee composition and charter amendments; coordinate organizational resolution drafting
2024-06-10 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Attend board meeting; prepare meeting minutes; draft committee assignment memorandum for board approval
2024-06-10 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Draft updated committee charters reflecting new assignments; prepare corporate governance guidelines amendments for board consideration
2024-06-11 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review D&O insurance memorandum; coordinate with AGMG risk management on policy notification requirements; advise on tail coverage for departing directors
2024-06-11 | Colette Whitman | 3.0 | $1,625.00 | $4,875.00 | Draft D&O insurance implications memorandum — review Helmsley policy ($75M per occurrence / $150M aggregate; $3.8M annual premium); tail coverage for departing directors; notice obligations triggered by reconstitution
2024-06-11 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Research D&O insurance notification requirements triggered by board reconstitution events; review policy terms for coverage continuity provisions
2024-06-11 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Draft departing director cooperation agreement template; research standard provisions for post-service document preservation and cooperation obligations
2024-06-12 | Nathaniel Bower | 4.0 | $1,750.00 | $7,000.00 | Draft board process integrity post-reconstitution memorandum — guidance on fiduciary obligations when activist-nominated directors (Trask, Loring, Chu) join board; information barriers and recusal protocols
2024-06-12 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Research Delaware law on fiduciary obligations of activist-nominated directors; compile case law on information sharing restrictions and recusal requirements
2024-06-12 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Draft recusal protocol guidelines for situations where activist-nominated directors may have conflicts; research NYSE guidance on related-party transaction procedures
2024-06-13 | Nathaniel Bower | 2.5 | $1,750.00 | $4,375.00 | Finalize board process integrity memorandum; distribute to full reconstituted board; call with Dame Greenvale to discuss implementation timeline and training session
2024-06-13 | Colette Whitman | 2.5 | $1,625.00 | $4,062.50 | Review board process integrity memorandum; add section on fiduciary duty training recommendations for new directors; coordinate with Ashworth Velmoran on compliance program
2024-06-13 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Prepare fiduciary duty training materials for new director onboarding; compile key Delaware governance precedents and AGMG-specific governance provisions
2024-06-14 | Nathaniel Bower | 3.0 | $1,750.00 | $5,250.00 | Attend board meeting; board tables CEO succession indefinitely; dissolves Special Committee; Nair-Whitfield to continue as Interim CEO; draft resolutions; retainer replenishment acknowledged
2024-06-14 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Attend board meeting; advise on procedural requirements for Special Committee dissolution; draft dissolution resolution
2024-06-14 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Attend board meeting; prepare minutes; draft memorandum on implications of tabling CEO search and Special Committee dissolution
2024-06-14 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Draft Special Committee dissolution resolution; prepare record closure memorandum for committee files
2024-06-15 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Draft memorandum on preservation of Special Committee records — retention and privilege preservation for interview notes, evaluation matrices, Hargrove Tate correspondence, C&H memoranda
2024-06-15 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Assist with Special Committee record preservation; index all committee-related documents; prepare privilege designation summary
2024-06-16 | Colette Whitman | 3.5 | $1,625.00 | $5,687.50 | Draft memorandum on termination of strategic alternatives review — fiduciary implications; Stonebridge Crane termination provisions; tail fee exposure approximately $21.6M (0.25% × $8.65B estimated EV) if change-of-control within 12-month tail period
2024-06-16 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Research Stonebridge Crane engagement letter termination provisions; calculate tail fee exposure under various transaction scenarios; prepare summary analysis
2024-06-16 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Research investment banking tail fee precedents; compile comparison data on standard tail periods and fee structures in comparable mandates
2024-06-17 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review Stonebridge termination memorandum; advise Dame Greenvale on termination process and tail fee risk management; coordinate termination notice with Nadine Khalil
2024-06-17 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Finalize Stonebridge termination notice; review termination provisions for compliance; coordinate execution with client
2024-06-18 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Call with Anil Kapoor-Mehta at Stonebridge Crane re engagement termination; confirm tail period terms; request final deliverables and billing
2024-06-18 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Draft summary of Stonebridge work product received to date; coordinate return of confidential materials; update matter file
2024-06-20 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review open matters status; prepare engagement wind-down plan; identify remaining deliverables and transition requirements
2024-06-20 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Begin preparation of final billing reconciliation; review all unbilled time and expenses; identify write-off candidates
2024-06-21 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Receive engagement termination notice from Vanessa Loring on behalf of reconstituted board; acknowledge receipt; begin transition planning
2024-06-21 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Begin compiling comprehensive work product index for transition deliverables; organize all memoranda, presentations, and research by workstream
2024-06-25 | Nathaniel Bower | 1.5 | $1,750.00 | $2,625.00 | Prepare formal response to Vanessa Loring re June 21 engagement termination notice; outline transition procedures and final deliverables timeline
2024-06-25 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft engagement termination acknowledgment; review ethical obligations regarding transition and cooperation with successor counsel
2024-06-25 | Audrey Zhou | 2.5 | $985.00 | $2,462.50 | Continue work product compilation; prepare detailed index of all 75 documents delivered to client; organize by phase and subject matter
2024-06-25 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Assist with work product organization; prepare document categorization system for transition package
2024-06-26 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Begin drafting comprehensive transition memorandum; outline all pending matters, open issues, and recommendations for successor counsel
2024-06-26 | Audrey Zhou | 3.0 | $985.00 | $2,955.00 | Draft open issues memorandum identifying all unresolved matters — § 220 demand status, D&O tail coverage, Hargrove Tate contract obligations, Stonebridge tail fee, FCA/DTR compliance
2024-06-27 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Continue drafting transition memorandum; detail advice given on each major workstream; identify documents requiring privilege protection
2024-06-27 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Draft privilege preservation guidelines for transition; prepare privilege log for all attorney-client communications and work product
2024-06-27 | Brendan Walsh | 2.5 | $725.00 | $1,812.50 | Begin privilege log compilation; review all documents produced and withheld; prepare log entries for each privileged document
2024-06-28 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Review Interim Invoice #3 preparation; finalize transition memorandum sections on Phase 3 and Phase 4 workstreams
2024-06-28 | Colette Whitman | 1.5 | $1,625.00 | $2,437.50 | Prepare Interim Invoice #3; reconcile time entries for June 1 – June 28 billing period; coordinate with billing department
2024-06-28 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Continue privilege log preparation; coordinate document review with paralegal team
2024-06-28 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Continue privilege log compilation; finalize entries for March and April documents
2024-06-29 | Nathaniel Bower | 2.0 | $1,750.00 | $3,500.00 | Continue transition memorandum — Phase 5 and Phase 6 workstream summaries; recommendations for successor counsel on board process integrity monitoring
2024-06-29 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Continue work product index compilation; prepare transmittal cover sheet for each phase deliverable
2024-07-01 | Nathaniel Bower | 4.0 | $1,750.00 | $7,000.00 | Finalize transition memorandum cataloging all advice given, pending issues (§ 220 demand, D&O tail, Hargrove Tate contract — $500,000 remaining unpaid, Stonebridge status, FCA/DTR obligations), and recommendations for successor counsel; prepare final deliverables transmittal letter to Dame Greenvale
2024-07-01 | Audrey Zhou | 6.0 | $985.00 | $5,910.00 | Compile and finalize privilege log for § 220 production; prepare complete index of all work product delivered to client (75 documents); finalize open issues memorandum
2024-07-01 | Brendan Walsh | 3.0 | $725.00 | $2,175.00 | Assist with work product index and privilege log compilation; organize client file materials
2024-07-01 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Review final transition deliverables package for completeness; quality control review of privilege log and work product index
2024-07-02 | Nathaniel Bower | 1.0 | $1,750.00 | $1,750.00 | Internal email to engagement team directing post-termination file closing procedures — file organization, privilege preservation, client document return, 7-year retention hold
2024-07-02 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Execute file closing procedures; organize electronic and physical files; prepare document return package
2024-07-02 | Brendan Walsh | 2.0 | $725.00 | $1,450.00 | Assist with file closing; prepare archive index; coordinate with records department on retention requirements
2024-07-03 | Nathaniel Bower | 1.5 | $1,750.00 | $2,625.00 | Final call with Dame Greenvale to discuss transition and open issues; confirm receipt of deliverables; express appreciation for engagement
2024-07-03 | Audrey Zhou | 2.0 | $985.00 | $1,970.00 | Prepare final transmittal package for courier delivery to AGMG London headquarters; confirm all deliverables included
2024-07-05 | Nathaniel Bower | 1.0 | $1,750.00 | $1,750.00 | Review final file closing memorandum; confirm all transition deliverables transmitted; sign off on matter closure checklist
2024-07-05 | Audrey Zhou | 1.5 | $985.00 | $1,477.50 | Final quality review of archived matter files; confirm document retention hold in place; update matter management system
2024-07-05 | Brendan Walsh | 1.0 | $725.00 | $725.00 | Final file organization and archiving assistance; confirm all research materials properly cataloged
2024-07-08 | Colette Whitman | 2.0 | $1,625.00 | $3,250.00 | Final billing reconciliation; prepare and issue final invoice; internal file closing memorandum documenting matter closure and lessons learned
2024-07-08 | Paralegal Staff | 0.3 | Various | $57.00 | Final file organization and document indexing
[sheet: Expense Detail]
Date | Category | Description | Amount
2024-03-12 | Travel — Air | Round-trip airfare, N. Bower: New York (JFK) to London (LHR) for initial client meeting with Dame Greenvale and AGMG Board; March 12–14, 2024 | $4,285.00
2024-03-12 | Travel — Hotel | Hotel accommodation, N. Bower: London, 2 nights (March 12–14, 2024) | $1,420.00
2024-03-12 | Travel — Ground Transportation | Car service and taxis, N. Bower: London meetings, March 12–14 | $