[sheet: Cover]

Field	Value
Document Title	Matter Budget & Staffing Plan (Internal)
Date Prepared	March 13, 2024
Matter Number	1017-00002
Client	Aurelius Global Media Group PLC (AGMG)
Client NYSE Ticker	AGMG
Client LSE Ticker	AGMG.L
Matter Description	Independent Board Governance Counsel — CEO Succession & Activist Response
Engagement Date	March 12, 2024
Responsible Partner	Nathaniel Bower
Billing Partner	Colette Whitman
Lead Associate	Audrey Zhou
Working Associate	Brendan Walsh
Prepared By	Colette Whitman
Reviewed By	Nathaniel Bower
Firm	Calderwood & Harkness LLP
Office	787 Seventh Avenue, New York, NY 10019
London Office (for UK regulatory work)	25 Bishopsgate, London EC2N 3AR, United Kingdom
Confidentiality	PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY
Client Contact (General Counsel)	Nadine Khalil, General Counsel & Corporate Secretary, AGMG
Client Contact (Board Chair)	Dame Elspeth Greenvale, Independent Non-Executive Chair, AGMG
Client HQ Address	14 Sceptre Row, London EC2V 7QN, United Kingdom
Client Registered Agent (DE)	Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801

[sheet: Engagement Overview]

Item	Detail
Engagement Scope	Independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC re: (1) contested CEO succession following resignation of Marcus Vane (effective March 8, 2024); (2) response to activist campaign by Corvus Peak Capital Partners LP (8.7% stake, ~35,896,200 shares of 412,600,000 outstanding); (3) related corporate governance advisory
Client Entity Type	Public limited company incorporated in Delaware; registered as overseas company in England and Wales; dual-listed on NYSE (AGMG) and LSE Main Market premium segment (AGMG.L)
Client Market Cap (March 1, 2024)	~£6.82B / ~$8.65B (at $1.2683/£)
Client Revenue (FY 2023)	$4.37 billion
Client EBITDA (FY 2023)	$812 million (18.6% margin)
Client Employees	~23,400 worldwide
Activist Party	Corvus Peak Capital Partners LP (DE LP); GP: Corvus Peak Management LLC; Founding Partner & CIO: Damien Solberg; Portfolio Manager (AGMG Campaign): Erin Nakamura; AUM ~$7.2B; 590 Lexington Avenue, 34th Floor, New York, NY 10022
Activist Stake	8.7% = ~35,896,200 shares; average cost basis $20.97/share; total investment ~$752.8M
Activist Nominees	Malcolm Trask (age 58, former CEO of Archway Digital Holdings Inc.); Vanessa Loring (age 44, Managing Director at Corvus Peak); Dr. Raymond Chu (age 61, former president of Helix Media Networks Inc.)
Activist Counsel	Blackthorn Howell & Crane LLP — Lead Partner: Dominic Sayer; Lead Associate: Kathleen Bryce; 1301 Avenue of the Americas, New York, NY 10019
Activist Proxy Solicitor	Falconer Strauss LLC — Lead: Derek Huang; 375 Park Avenue, Suite 3500, New York, NY 10152
Standing Outside Counsel (Management)	Ashworth Velmoran LLP — Lead Partner: Martin Cho; One Liberty Plaza, New York, NY 10006 (engaged since 2015; viewed by Corvus Peak as management-aligned)
Company Proxy Solicitor	Citrine Advisory Group Inc. — Lead: Sandra Eriksson; 110 Wall Street, Suite 2200, New York, NY 10005 (engaged February 28, 2024)
Executive Search Firm	Hargrove Tate Partners LLC — Lead: Christine Aldridge; 200 Clarendon Street, 48th Floor, Boston, MA 02116 (retained March 15, 2024; fee: $750K flat + expenses in 3 installments)
Compensation Consultant	Brackenridge Howard Associates Inc. — Lead: Miriam Estabrook; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654
Independent Auditor	Glenmore & Partners LLP — Engagement Partner: Keith Redmond; 30 Rockefeller Plaza, New York, NY 10112 (since 2019)
Transfer Agent	Atlas Shareholder Services Inc.; 6201 15th Avenue, Brooklyn, NY 11219
D&O Carrier	Helmsley Indemnity Corp.; Policy HIC-DOL-2024-009347; $75M per occurrence / $150M aggregate; premium $3.8M; period Jan 1 – Dec 31, 2024; One Beacon Street, Boston, MA 02108
Internal CEO Candidate	Priya Nair-Whitfield — COO & Executive Director, designated Interim CEO March 8, 2024; age 48; joined AGMG 2012; led Luminos streaming platform launch 2019
External CEO Candidate (Key)	Jonathan Hale — Former Chairman & CEO of Meridian Studios International Inc. (2014–2022; oversaw $3.1B acquisition by Zenith Consolidated Entertainment Corp.); age 56; known associate of Damien Solberg (shared board service at Keystone Digital Ventures Ltd.)
Departing CEO	Marcus Vane — resigned March 8, 2024; severance $14.8M (2× base $2.4M + 2× target bonus $2.4M + $5.2M accelerated equity = $4.8M + $4.8M + $5.2M); 18-month non-compete (expires September 8, 2025)
Advance Notice Window (2024)	February 10 – March 11, 2024 (120–90 days before June 9 anniversary of 2023 AGM)
Corvus Peak Nomination Date	March 1, 2024 (timely within window)
Governing Law	Delaware General Corporation Law

Forum Selection	Section 11.1 of Bylaws — Court of Chancery of the State of Delaware for intra-corporate disputes
Board Classification	Declassified (all directors elected annually; declassification approved 2021)
Voting Standard	Majority of votes cast in uncontested elections; plurality in contested elections (triggered by Corvus Peak nominations)
Anticipated Financial Advisor	Board may engage a financial advisor for strategic alternatives review (budgeted as potential scope expansion)
Key Governance Documents	Certificate of Incorporation (filed Sept. 14, 2009; restated March 22, 2022); Amended and Restated Bylaws (effective March 22, 2022); Delaware File No. 4827193; EIN 26-4831097
UK Regulatory Overlay	FCA Disclosure Guidance and Transparency Rules (DTR 5) applicable due to LSE Main Market premium listing

[sheet: Staffing & Rates]

Team Member	Title	Practice Group	Year / Seniority	Age	2024 Billing Rate ($/hr)	Primary Role on Matter	Estimated Availability (%)
Nathaniel Bower	Partner	Bankruptcy & Restructuring (with deep corporate governance expertise)	Responsible Partner	54	1750	Responsible Partner — overall strategy, board communications, fiduciary duties analysis, settlement negotiations, coordination with Ashworth Velmoran and Stonebridge Crane	40%
Colette Whitman	Partner	Bankruptcy & Restructuring	Billing Partner	49	1625	Billing Partner — proxy contest defense, § 220 demand response, privilege protocol, budget management	25%
Audrey Zhou	Associate (6th Year)	Capital Markets	Lead Associate	32	985	Lead Associate — research and drafting of memoranda, advance notice bylaw analysis, proxy statement review, UK regulatory overlay analysis, board resolution drafting	60%
Brendan Walsh	Associate (3rd Year)	Capital Markets	Working Associate	28	725	Working Associate — legal research, due diligence support, document management, Blasius standard research, privilege log preparation	50%
Paralegals (up to 3)	Paralegal	Litigation Support / Corporate	Support Staff	195	Document management, filing, privilege log assembly, administrative support	As needed

[sheet: Phased Budget]

Phase	Phase Description	Estimated Start	Estimated End	Bower Hrs	Whitman Hrs	Zhou Hrs	Walsh Hrs	Paralegal Hrs	Bower Fees ($)	Whitman Fees ($)	Zhou Fees ($)	Walsh Fees ($)	Paralegal Fees ($)	Phase Total Fees ($)	Estimated Expenses ($)	Phase Grand Total ($)
Phase 1: Initial Assessment & Governance Framework	Conflicts clearance; review of charter, bylaws (Amended & Restated effective March 22, 2022), board minutes, Vane employment agreement, Corvus Peak correspondence and 13D filings; advance notice bylaw compliance review of Corvus Peak March 1 nominations; fiduciary duties memorandum (Revlon, Unocal, enhanced scrutiny); Interim CEO designation analysis (Nair-Whitfield); CEO search governance protocols memo; Special Committee charter drafting and formation resolution; coordination protocol with Ashworth Velmoran (Martin Cho); FCA/DTR 5 overlay analysis for dual-listed status; document and information request to Nadine Khalil	March 12, 2024	March 31, 2024	55	25	65	45	0.5	96250	40625	64025	32625	97.5	233622.5	8000	241622.5
Phase 2: Proxy Contest & Activist Defense	Response to Corvus Peak § 220 books-and-records demand (served March 22, 2024); privilege log protocol; poison pill / rights plan analysis (Moran v. Household International; Unocal/Unitrin); defensive measures survey; preliminary and definitive proxy statement review; fiduciary obligations during proxy contest (Blasius standard); ISS/Tarrant Partners LLC policy framework analysis; shareholder base analysis and vote projection (key holders: Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); post-ISS and post-Tarrant Partners LLC rapid-response memos; public letter responses; coordination with Citrine Advisory Group (Sandra Eriksson)	April 1, 2024	May 31, 2024	100	60	110	75	0.5	175000	97500	108350	54375	97.5	435322.5	18000	453322.5
Phase 3: CEO Search Support & Special Committee Advisory	Evaluation framework for internal vs. external CEO candidates (Nair-Whitfield vs. Hale and others); candidate interview summary and observations (April 18 interviews); Jonathan Hale conflict-of-interest analysis (Hale-Solberg relationship via Keystone Digital Ventures Ltd.; NYSE independence standards); interaction with Hargrove Tate Partners (Christine Aldridge); Special Committee process recommendations; documentation standards for fiduciary protection	March 18, 2024	June 14, 2024	35	15	40	25	0	61250	24375	39400	18125	0	143150	4000	147150
Phase 4: Settlement Negotiations & Strategic Alternatives	Analysis and rejection of Corvus Peak May 10 settlement proposal (2 nominees seated, CEO search paused); settlement analysis memo (1-seat, 2-seat, 3-seat configurations; game theory); draft cooperation/standstill agreement term sheet; reopening settlement discussions; coordination with Stonebridge Crane & Co. (Anil Kapoor-Mehta) on strategic alternatives review; review and mark-up of Stonebridge engagement letter ($250K/mo retainer; 0.25% EV transaction fee); confidentiality and information barrier protocols; legal framework for strategic alternatives (Revlon duties, market check); expanded scope under amended engagement letter dated April 22, 2024	April 22, 2024	June 14, 2024	40	25	35	20	0	70000	40625	34475	14500	0	159600	5000	164600
Phase 5: Post-AGM Transition & Closing	Post-AGM vote analysis (June 7 AGM results: Trask 68.8%, Loring 65.0%, Chu 66.8%; Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%; 351,280,400 shares voted / 85.1% turnout); reconstituted board organizational resolutions (Trask as Lead Independent Director; Greenvale transitional chair through September 30, 2024; Loring as N&G Committee Chair); board process integrity post-reconstitution guidance; D&O insurance implications (Helmsley policy tail coverage for departing directors); duties of departing directors memo; tabling of CEO succession and dissolution of Special Committee; termination of strategic alternatives review and Stonebridge tail fee exposure (~$21.6M = 0.25% × $8.65B EV over 12-month tail); transition memorandum; privilege log finalization; work product index; open issues memo (§ 220 demand, D&O tail, Hargrove Tate $500K remaining unpaid, Stonebridge tail, FCA/DTR obligations); file closing	June 7, 2024	July 8, 2024	30	15	25	15	0.3	52500	24375	24625	10875	58.5	112433.5	5000	117433.5
SUBTOTAL (All Phases)	260	140	275	180	1.3	455000	227500	270875	130500	253.5	1084128.5	40000	1124128.5
Contingency (5%)	Reserve for unanticipated developments (e.g., § 220 litigation, expedited proceedings in Court of Chancery, additional activist demands, UK regulatory inquiries)	13	7	14	9	0	22750	11375	13790	6525	0	54440	2000	56440
GRAND TOTAL (Estimated Budget)	273	147	289	189	1.3	477750	238875	284665	137025	253.5	1138568.5	42000	1180568.5

[sheet: Monthly Burn Forecast]

Month	Bower Hrs	Whitman Hrs	Zhou Hrs	Walsh Hrs	Paralegal Hrs	Total Hrs	Fees ($)	Expenses ($)	Monthly Total ($)	Cumulative Total ($)	Retainer Balance ($)	Notes
March 2024 (from 3/12)	45	20	55	40	0.3	160.3	193933.5	6000	199933.5	199933.5	-124933.5	Initial retainer $75,000 paid March 14; Phase 1 ramp-up; conflicts clearance; advance notice review; initial governance memos; Special Committee formation; coordination with Ashworth Velmoran
April 2024	55	35	60	40	0.3	190.3	234558.5	10000	244558.5	444492	-369492	Peak activity: § 220 response; poison pill analysis and board rejection (April 10); defensive measures survey; proxy statement reviews; Stonebridge Crane engagement (April 22); amended engagement letter; Hale conflict analysis; Special Committee candidate interviews (April 18)
May 2024	60	35	55	35	0.3	185.3	227683.5	8000	235683.5	680175.5	-605175.5	Proxy contest peak: definitive proxy filings; ISS recommendation (May 17 — 2 of 3 nominees); Tarrant Partners LLC recommendation (May 22 — all 3); vote projection updates; settlement proposal rejection (May 10); settlement analysis memo (May 30); shareholder engagement
June 2024	55	30	50	35	0.2	170.2	208214	8000	216214	896389.5	-746389.5	AGM June 7; all 3 Corvus nominees elected; reconstituted board organizational matters (June 10); Trask Lead Independent Director; Greenvale transitional chair; CEO succession tabled (June 14); Special Committee dissolved; retainer replenished ($75,000 on June 14); D&O/departing directors memos; C&H termination notified June 21; strategic alternatives review shelved; Stonebridge tail fee analysis
July 2024 (through 7/8)	18	13	20	15	0.2	66.2	82239	6000	88239	984628.5	-834628.5	Transition and closing: final work product delivery (July 1); privilege log; work product index; open issues memo; file closing; final invoice submitted July 8; engagement formally terminated
TOTAL	233	133	240	165	1.3	772.3	946628.5	38000	984628.5	Note: Actual final fees billed were $1,034,625 + $38,442 expenses = $1,073,067; this initial budget estimate is prepared as of March 13, 2024 before full scope was known

[sheet: Key Milestones & Deliverables]

Milestone / Deliverable	Target Date	Phase	Responsible Attorney	Supporting Attorney(s)	Status	Notes
Conflicts clearance memorandum	March 11, 2024	Phase 1	Audrey Zhou	Nathaniel Bower (review)	Completed	Cleared — no conflicts with AGMG, Corvus Peak, Corvus Peak Management LLC, or related parties
Engagement letter executed	March 12, 2024	Phase 1	Nathaniel Bower	Colette Whitman	Completed	Addressed to Dame Elspeth Greenvale; $75,000 evergreen retainer; hourly billing
Initial retainer payment received	March 14, 2024	Phase 1	Colette Whitman	Completed	$75,000
Document and information request to Nadine Khalil	March 14, 2024	Phase 1	Nathaniel Bower	Audrey Zhou	Completed	Charter, bylaws, 3 years board minutes, committee charters, Vane employment agreement, Corvus Peak correspondence, 13D filings
Annotated summary of AGMG Bylaws (key governance provisions)	March 14, 2024	Phase 1	Audrey Zhou	Brendan Walsh	Completed	Advance notice (120–90 days); forum selection (DE Chancery); majority/plurality voting; committee formation; indemnification
Special Committee charter — best practices memo	March 17, 2024	Phase 1	Audrey Zhou	Brendan Walsh	Completed	Recommended 3-member independent committee
Special Committee charter (draft and executed) & formation resolution	March 18, 2024	Phase 1	Nathaniel Bower	Audrey Zhou	Completed	Kessler (Chair), Farrow-Grant, Llewellyn; sole authority over CEO search and activist response
Coordination protocol letter to Ashworth Velmoran (Martin Cho)	March 19, 2024	Phase 1	Nathaniel Bower	Completed	Role delineation between C&H (governance) and AK (management counsel)
CEO search governance protocols memo	March 20, 2024	Phase 1	Audrey Zhou	Brendan Walsh	Completed	Step-by-step process; documentation requirements; role of Hargrove Tate Partners
Special Committee process recommendations — CEO search	March 22, 2024	Phase 1	Audrey Zhou	Brendan Walsh	Completed	Interview protocols, evaluation criteria, interaction with Hargrove Tate (Christine Aldridge)
Board fiduciary duties memorandum (Revlon, Unocal, enhanced scrutiny)	March 25, 2024	Phase 1	Nathaniel Bower	Audrey Zhou, Brendan Walsh	Completed	Comprehensive analysis of duties of care and loyalty in CEO succession context
DGCL § 220 demand response recommendations memo	March 26, 2024	Phase 2	Colette Whitman	Audrey Zhou	Completed	Analysis of Corvus Peak March 22 demand; proper purpose; privilege objections
Interim CEO designation fiduciary analysis memo	March 28, 2024	Phase 1	Nathaniel Bower	Audrey Zhou	Completed	Analyzes implied precommitment risk of Nair-Whitfield designation; recommends procedural safeguards
Advance notice bylaw compliance review — Corvus Peak nominations	March 5, 2024 (pre-engagement analysis)	Phase 1	Audrey Zhou	Brendan Walsh	Completed	Corvus Peak March 1, 2024 submission timely within Feb 10 – March 11 window
Draft response to Corvus Peak § 220 demand (for Khalil signature)	April 2, 2024	Phase 2	Colette Whitman	Audrey Zhou	Completed	Addressed to Dominic Sayer at BHC; partial objection; narrowed production excluding privileged CEO search materials
Letter to Dominic Sayer (BHC) — formal § 220 response	April 2, 2024	Phase 2	Nathaniel Bower	Colette Whitman	Completed	On behalf of AGMG
UK regulatory (FCA/DTR 5) overlay memo	April 3, 2024	Phase 1	Audrey Zhou	Brendan Walsh	Completed	DTR 5 major shareholding notifications; US-UK proxy rule interaction for dual-listed companies
Privilege log protocol for § 220 production	April 4, 2024	Phase 2	Colette Whitman	Brendan Walsh	Completed	Instructions to Khalil on format, privilege basis categories, review workflow
Evaluation framework for CEO candidates memo	April 5, 2024	Phase 3	Audrey Zhou	Brendan Walsh	Completed	Scoring rubric: strategic vision, operational experience, cultural fit, industry relationships, independence from activist influence
Poison pill / rights plan analysis memo	April 8, 2024	Phase 2	Nathaniel Bower	Audrey Zhou	Completed	Moran v. Household International; Unocal/Unitrin; recommends against adoption at 8.7% stake; disproportionality risk
Poison pill recommendation summary email to Greenvale	April 9, 2024	Phase 2	Nathaniel Bower	Completed	Pre-April 10 board meeting
Board resolution: rejection of shareholder rights plan	April 10, 2024	Phase 2	Nathaniel Bower	Audrey Zhou	Completed	Board rejects poison pill on C&H advice
Defensive measures survey memo	April 12, 2024	Phase 2	Nathaniel Bower	Audrey Zhou, Brendan Walsh	Completed	Bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives, proportionality analysis
Special Committee candidate interviews (April 18)	April 18, 2024	Phase 3	Nathaniel Bower	Completed	5 external candidates including Jonathan Hale

Jonathan Hale conflict analysis memo + email to Special Committee	April 19, 2024	Phase 3	Nathaniel Bower	Audrey Zhou	Completed	Hale-Solberg relationship; Keystone Digital Ventures board overlap; NYSE independence concerns
Special Committee candidate interview summary memo	April 20, 2024	Phase 3	Nathaniel Bower	Audrey Zhou	Completed	Strengths/concerns for each candidate; flags Hale conflict
Draft review of Stonebridge Crane engagement letter	April 21, 2024	Phase 4	Nathaniel Bower	Colette Whitman	Completed	Mark-up: $250K/mo retainer; 0.25% EV transaction fee; indemnification; fiduciary-out
Amended engagement letter (expanded scope — strategic alternatives)	April 22, 2024	Phase 4	Nathaniel Bower	Colette Whitman	Completed	Scope expanded to include Stonebridge Crane coordination
Board resolution: engagement of Stonebridge Crane & Co.	April 22, 2024	Phase 4	Nathaniel Bower	Audrey Zhou	Completed	Financial advisor for strategic alternatives review
Email to Anil Kapoor-Mehta (Stonebridge) — coordination protocol	April 23, 2024	Phase 4	Nathaniel Bower	Completed	Working relationship, information sharing, joint board reporting
Legal framework for strategic alternatives memo	April 24, 2024	Phase 4	Nathaniel Bower	Audrey Zhou	Completed	Revlon duties; market check; interaction with CEO search
Blasius standard research assignment (Zhou to Walsh)	April 25, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Enhanced scrutiny for board actions impeding shareholder franchise
Confidentiality and information barrier protocols memo	April 26, 2024	Phase 4	Colette Whitman	Audrey Zhou	Completed	Wall procedures between strategic alternatives and CEO search
Proxy contest defense strategies memo	April 28, 2024	Phase 2	Nathaniel Bower	Audrey Zhou, Colette Whitman	Completed	ISS/Tarrant Partners LLC predictions; shareholder base; messaging; vote scenarios
Fiduciary obligations during proxy contest memo	April 28, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Blasius enhanced scrutiny; corporate resource use in proxy solicitation
Shareholder base analysis and vote projection memo	May 1, 2024	Phase 2	Colette Whitman	Audrey Zhou, Brendan Walsh	Completed	412.6M shares; institutional tendencies; Windermere flagged as swing voter
AGMG definitive proxy statement review support	May 3, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Review of management's definitive proxy
ISS/Tarrant Partners LLC policy framework implications memo	May 8, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Pre-recommendation assessment
Corvus Peak settlement proposal rejection — draft resolution and talking points	May 12, 2024	Phase 4	Nathaniel Bower	Audrey Zhou	Completed	Reject May 10 proposal (2 nominees seated, CEO search paused)
ISS recommendation rapid-response email to Greenvale	May 17, 2024	Phase 2	Nathaniel Bower	Completed	ISS recommends Trask and Chu; Windermere publicly supports Corvus; accelerated settlement recommended
Post-ISS recommendation analysis memo	May 19, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Revised vote projections; strategic implications
Post-Tarrant Partners LLC recommendation analysis memo	May 24, 2024	Phase 2	Audrey Zhou	Brendan Walsh	Completed	Tarrant Partners LLC recommends all 3 Corvus nominees; likely loss of proxy fight; immediate settlement recommended
Settlement analysis and recommendation memo	May 30, 2024	Phase 4	Nathaniel Bower	Colette Whitman, Audrey Zhou	Completed	1/2/3-seat analysis; game theory; recommends 2-seat negotiated settlement with mutual standstill
Board resolution: authorization to reopen settlement discussions	June 1, 2024	Phase 4	Nathaniel Bower	Audrey Zhou	Completed	Authorizes Greenvale and Special Committee to negotiate
Draft cooperation agreement term sheet	June 2, 2024	Phase 4	Nathaniel Bower	Colette Whitman, Audrey Zhou	Completed	2 seats; mutual standstill (12% cap, 18-month no-contest); CEO search reset
2024 Annual General Meeting	June 7, 2024	Phase 5	Nathaniel Bower	Event	All 3 Corvus nominees elected; Kessler, Pemberton, Delgado-Ríos not re-elected
Preliminary AGM results email to Greenvale	June 7, 2024	Phase 5	Nathaniel Bower	Completed	Privileged; transition mechanics and immediate fiduciary guidance
Post-AGM vote analysis and implications memo	June 8, 2024	Phase 5	Audrey Zhou	Brendan Walsh	Completed	Detailed vote breakdown; board dynamics; governance reset
Draft press release — board statement following AGM	June 8, 2024	Phase 5	Audrey Zhou	Brendan Walsh	Completed	Welcomes Trask, Loring, Chu; thanks Kessler, Pemberton, Delgado-Ríos

Duties of departing directors memo	June 9, 2024	Phase 5	Colette Whitman	Audrey Zhou	Completed	Post-departure obligations; D&O continuity; document preservation; cooperation
Post-AGM organizational resolutions (reconstituted board)	June 10, 2024	Phase 5	Nathaniel Bower	Audrey Zhou	Completed	Trask as Lead Independent Director; Greenvale transitional chair through Sept 30, 2024; Loring N&G Chair; committee assignments
D&O insurance implications memo	June 11, 2024	Phase 5	Colette Whitman	Audrey Zhou	Completed	Helmsley policy HIC-DOL-2024-009347; $75M/$150M; tail coverage for departing directors; notice obligations
Board process integrity post-reconstitution memo	June 12, 2024	Phase 5	Nathaniel Bower	Audrey Zhou	Completed	Information barriers; recusal protocols when activist nominees join board
Board resolution: tabling CEO succession; dissolving Special Committee	June 14, 2024	Phase 5	Nathaniel Bower	Audrey Zhou	Completed	CEO search tabled indefinitely; Nair-Whitfield continues as Interim CEO
Retainer replenishment acknowledgment	June 14, 2024	Phase 5	Colette Whitman	Completed	Quarterly $75,000 replenishment received
Preservation of Special Committee records memo	June 15, 2024	Phase 5	Colette Whitman	Brendan Walsh	Completed	Retention guidance for interview notes, evaluation matrices, Hargrove Tate correspondence, C&H memos
Termination of strategic alternatives review memo	June 16, 2024	Phase 5	Nathaniel Bower	Audrey Zhou	Completed	Fiduciary implications; Stonebridge tail fee exposure ~$21.6M (0.25% × $8.65B EV, 12-month tail)
C&H engagement termination notice received from Vanessa Loring	June 21, 2024	Phase 5	Event	Effective July 8, 2024
Acknowledgment of termination letter to Vanessa Loring	June 25, 2024	Phase 5	Nathaniel Bower	Completed	Transition procedures; final deliverables timeline; continuing privilege confirmation
Transition memorandum — summary of all engagement work product	July 1, 2024	Phase 5	Nathaniel Bower	Colette Whitman, Audrey Zhou, Brendan Walsh	Planned	Comprehensive catalog of advice, pending issues, recommendations for successor counsel
Final privilege log — materials withheld from § 220 production	July 1, 2024	Phase 5	Colette Whitman	Brendan Walsh	Planned	Document description, date, author, recipients, privilege basis for each withheld document
Index of work product delivered to client	July 1, 2024	Phase 5	Audrey Zhou	Brendan Walsh	Planned	Chronological catalog of all deliverables (March 12 – July 8, 2024)
Status memo: open and unresolved issues at termination	July 1, 2024	Phase 5	Nathaniel Bower	Colette Whitman, Audrey Zhou	Planned	§ 220 demand status; D&O tail; Hargrove Tate $500K unpaid; Stonebridge $21.6M tail; FCA/DTR obligations
Final deliverables transmittal letter to Greenvale	July 1, 2024	Phase 5	Nathaniel Bower	Planned	Cover letter for all transition materials
Post-termination file closing procedures (internal email)	July 2, 2024	Phase 5	Nathaniel Bower	Colette Whitman, Audrey Zhou, Brendan Walsh	Planned	File organization, privilege preservation, client document return
Document retention & privilege protocol (internal)	July 5, 2024	Phase 5	Colette Whitman	Brendan Walsh	Planned	7-year retention hold per C&H policy
Engagement termination acknowledgment letter	July 8, 2024	Phase 5	Nathaniel Bower	Planned	Formal acknowledgment; preservation-of-records notice
Final invoice submitted	July 8, 2024	Phase 5	Colette Whitman	Planned	Outstanding balance of $312,817; total fees $1,034,625 + expenses $38,442 = $1,073,067
Client file closing memorandum (internal)	July 8, 2024	Phase 5	Colette Whitman	Brendan Walsh	Planned	Matter closure; lessons learned; billing reconciliation; 7-year file retention

[sheet: Cover]
Field | Value
Document Title | Matter Budget & Staffing Plan (Internal)
Date Prepared | March 13, 2024
Matter Number | 1017-00002
Client | Aurelius Global Media Group PLC (AGMG)
Client NYSE Ticker | AGMG
Client LSE Ticker | AGMG.L
Matter Description | Independent Board Governance Counsel — CEO Succession & Activist Response
Engagement Date | March 12, 2024
Responsible Partner | Nathaniel Bower
Billing Partner | Colette Whitman
Lead Associate | Audrey Zhou
Working Associate | Brendan Walsh
Prepared By | Colette Whitman
Reviewed By | Nathaniel Bower
Firm | Calderwood & Harkness LLP
Office | 787 Seventh Avenue, New York, NY 10019
London Office (for UK regulatory work) | 25 Bishopsgate, London EC2N 3AR, United Kingdom
Confidentiality | PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY
Client Contact (General Counsel) | Nadine Khalil, General Counsel & Corporate Secretary, AGMG
Client Contact (Board Chair) | Dame Elspeth Greenvale, Independent Non-Executive Chair, AGMG
Client HQ Address | 14 Sceptre Row, London EC2V 7QN, United Kingdom
Client Registered Agent (DE) | Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801
[sheet: Engagement Overview]
Item | Detail
Engagement Scope | Independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC re: (1) contested CEO succession following resignation of Marcus Vane (effective March 8, 2024); (2) response to activist campaign by Corvus Peak Capital Partners LP (8.7% stake, ~35,896,200 shares of 412,600,000 outstanding); (3) related corporate governance advisory
Client Entity Type | Public limited company incorporated in Delaware; registered as overseas company in England and Wales; dual-listed on NYSE (AGMG) and LSE Main Market premium segment (AGMG.L)
Client Market Cap (March 1, 2024) | ~£6.82B / ~$8.65B (at $1.2683/£)
Client Revenue (FY 2023) | $4.37 billion
Client EBITDA (FY 2023) | $812 million (18.6% margin)
Client Employees | ~23,400 worldwide
Activist Party | Corvus Peak Capital Partners LP (DE LP); GP: Corvus Peak Management LLC; Founding Partner & CIO: Damien Solberg; Portfolio Manager (AGMG Campaign): Erin Nakamura; AUM ~$7.2B; 590 Lexington Avenue, 34th Floor, New York, NY 10022
Activist Stake | 8.7% = ~35,896,200 shares; average cost basis $20.97/share; total investment ~$752.8M
Activist Nominees | Malcolm Trask (age 58, former CEO of Archway Digital Holdings Inc.); Vanessa Loring (age 44, Managing Director at Corvus Peak); Dr. Raymond Chu (age 61, former president of Helix Media Networks Inc.)
Activist Counsel | Blackthorn Howell & Crane LLP — Lead Partner: Dominic Sayer; Lead Associate: Kathleen Bryce; 1301 Avenue of the Americas, New York, NY 10019
Activist Proxy Solicitor | Falconer Strauss LLC — Lead: Derek Huang; 375 Park Avenue, Suite 3500, New York, NY 10152
Standing Outside Counsel (Management) | Ashworth Velmoran LLP — Lead Partner: Martin Cho; One Liberty Plaza, New York, NY 10006 (engaged since 2015; viewed by Corvus Peak as management-aligned)
Company Proxy Solicitor | Citrine Advisory Group Inc. — Lead: Sandra Eriksson; 110 Wall Street, Suite 2200, New York, NY 10005 (engaged February 28, 2024)
Executive Search Firm | Hargrove Tate Partners LLC — Lead: Christine Aldridge; 200 Clarendon Street, 48th Floor, Boston, MA 02116 (retained March 15, 2024; fee: $750K flat + expenses in 3 installments)
Compensation Consultant | Brackenridge Howard Associates Inc. — Lead: Miriam Estabrook; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654
Independent Auditor | Glenmore & Partners LLP — Engagement Partner: Keith Redmond; 30 Rockefeller Plaza, New York, NY 10112 (since 2019)
Transfer Agent | Atlas Shareholder Services Inc.; 6201 15th Avenue, Brooklyn, NY 11219
D&O Carrier | Helmsley Indemnity Corp.; Policy HIC-DOL-2024-009347; $75M per occurrence / $150M aggregate; premium $3.8M; period Jan 1 – Dec 31, 2024; One Beacon Street, Boston, MA 02108
Internal CEO Candidate | Priya Nair-Whitfield — COO & Executive Director, designated Interim CEO March 8, 2024; age 48; joined AGMG 2012; led Luminos streaming platform launch 2019
External CEO Candidate (Key) | Jonathan Hale — Former Chairman & CEO of Meridian Studios International Inc. (2014–2022; oversaw $3.1B acquisition by Zenith Consolidated Entertainment Corp.); age 56; known associate of Damien Solberg (shared board service at Keystone Digital Ventures Ltd.)
Departing CEO | Marcus Vane — resigned March 8, 2024; severance $14.8M (2× base $2.4M + 2× target bonus $2.4M + $5.2M accelerated equity = $4.8M + $4.8M + $5.2M); 18-month non-compete (expires September 8, 2025)
Advance Notice Window (2024) | February 10 – March 11, 2024 (120–90 days before June 9 anniversary of 2023 AGM)
Corvus Peak Nomination Date | March 1, 2024 (timely within window)
Governing Law | Delaware General Corporation Law
Forum Selection | Section 11.1 of Bylaws — Court of Chancery of the State of Delaware for intra-corporate disputes
Board Classification | Declassified (all directors elected annually; declassification approved 2021)
Voting Standard | Majority of votes cast in uncontested elections; plurality in contested elections (triggered by Corvus Peak nominations)
Anticipated Financial Advisor | Board may engage a financial advisor for strategic alternatives review (budgeted as potential scope expansion)
Key Governance Documents | Certificate of Incorporation (filed Sept. 14, 2009; restated March 22, 2022); Amended and Restated Bylaws (effective March 22, 2022); Delaware File No. 4827193; EIN 26-4831097
UK Regulatory Overlay | FCA Disclosure Guidance and Transparency Rules (DTR 5) applicable due to LSE Main Market premium listing
[sheet: Staffing & Rates]
Team Member | Title | Practice Group | Year / Seniority | Age | 2024 Billing Rate ($/hr) | Primary Role on Matter | Estimated Availability (%)
Nathaniel Bower | Partner | Bankruptcy & Restructuring (with deep corporate governance expertise) | Responsible Partner | 54 | 1750 | Responsible Partner — overall strategy, board communications, fiduciary duties analysis, settlement negotiations, coordination with Ashworth Velmoran and Stonebridge Crane | 40%
Colette Whitman | Partner | Bankruptcy & Restructuring | Billing Partner | 49 | 1625 | Billing Partner — proxy contest defense, § 220 demand response, privilege protocol, budget management | 25%
Audrey Zhou | Associate (6th Year) | Capital Markets | Lead Associate | 32 | 985 | Lead Associate — research and drafting of memoranda, advance notice bylaw analysis, proxy statement review, UK regulatory overlay analysis, board resolution drafting | 60%
Brendan Walsh | Associate (3rd Year) | Capital Markets | Working Associate | 28 | 725 | Working Associate — legal research, due diligence support, document management, Blasius standard research, privilege log preparation | 50%
Paralegals (up to 3) | Paralegal | Litigation Support / Corporate | Support Staff | 195 | Document management, filing, privilege log assembly, administrative support | As needed
[sheet: Phased Budget]
Phase | Phase Description | Estimated Start | Estimated End | Bower Hrs | Whitman Hrs | Zhou Hrs | Walsh Hrs | Paralegal Hrs | Bower Fees ($) | Whitman Fees ($) | Zhou Fees ($) | Walsh Fees ($) | Paralegal Fees ($) | Phase Total Fees ($) | Estimated Expenses ($) | Phase Grand Total ($)
Phase 1: Initial Assessment & Governance Framework | Conflicts clearance; review of charter, bylaws (Amended & Restated effective March 22, 2022), board minutes, Vane employment agreement, Corvus Peak correspondence and 13D filings; advance notice bylaw compliance review of Corvus Peak March 1 nominations; fiduciary duties memorandum (Revlon, Unocal, enhanced scrutiny); Interim CEO designation analysis (Nair-Whitfield); CEO search governance protocols memo; Special Committee charter drafting and formation resolution; coordination protocol with Ashworth Velmoran (Martin Cho); FCA/DTR 5 overlay analysis for dual-listed status; document and information request to Nadine Khalil | March 12, 2024 | March 31, 2024 | 55 | 25 | 65 | 45 | 0.5 | 96250 | 40625 | 64025 | 32625 | 97.5 | 233622.5 | 8000 | 241622.5
Phase 2: Proxy Contest & Activist Defense | Response to Corvus Peak § 220 books-and-records demand (served March 22, 2024); privilege log protocol; poison pill / rights plan analysis (Moran v. Household International; Unocal/Unitrin); defensive measures survey; preliminary and definitive proxy statement review; fiduciary obligations during proxy contest (Blasius standard); ISS/Tarrant Partners LLC policy framework analysis; shareholder base analysis and vote projection (key holders: Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); post-ISS and post-Tarrant Partners LLC rapid-response memos; public letter responses; coordination with Citrine Advisory Group (Sandra Eriksson) | April 1, 2024 | May 31, 2024 | 100 | 60 | 110 | 75 | 0.5 | 175000 | 97500 | 108350 | 54375 | 97.5 | 435322.5 | 18000 | 453322.5
Phase 3: CEO Search Support & Special Committee Advisory | Evaluation framework for internal vs. external CEO candidates (Nair-Whitfield vs. Hale and others); candidate interview summary and observations (April 18 interviews); Jonathan Hale conflict-of-interest analysis (Hale-Solberg relationship via Keystone Digital Ventures Ltd.; NYSE independence standards); interaction with Hargrove Tate Partners (Christine Aldridge); Special Committee process recommendations; documentation standards for fiduciary protection | March 18, 2024 | June 14, 2024 | 35 | 15 | 40 | 25 | 0 | 61250 | 24375 | 39400 | 18125 | 0 | 143150 | 4000 | 147150
Phase 4: Settlement Negotiations & Strategic Alternatives | Analysis and rejection of Corvus Peak May 10 settlement proposal (2 nominees seated, CEO search paused); settlement analysis memo (1-seat, 2-seat, 3-seat configurations; game theory); draft cooperation/standstill agreement term sheet; reopening settlement discussions; coordination with Stonebridge Crane & Co. (Anil Kapoor-Mehta) on strategic alternatives review; review and mark-up of Stonebridge engagement letter ($250K/mo retainer; 0.25% EV transaction fee); confidentiality and information barrier protocols; legal framework for strategic alternatives (Revlon duties, market check); expanded scope under amended engagement letter dated April 22, 2024 | April 22, 2024 | June 14, 2024 | 40 | 25 | 35 | 20 | 0 | 70000 | 40625 | 34475 | 14500 | 0 | 159600 | 5000 | 164600
Phase 5: Post-AGM Transition & Closing | Post-AGM vote analysis (June 7 AGM results: Trask 68.8%, Loring 65.0%, Chu 66.8%; Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%; 351,280,400 shares voted / 85.1% turnout); reconstituted board organizational resolutions (Trask as Lead Independent Director; Greenvale transitional chair through September 30, 2024; Loring as N&G Committee Chair); board process integrity post-reconstitution guidance; D&O insurance implications (Helmsley policy tail coverage for departing directors); duties of departing directors memo; tabling of CEO succession and dissolution of Special Committee; termination of strategic alternatives review and Stonebridge tail fee exposure (~$21.6M = 0.25% × $8.65B EV over 12-month tail); transition memorandum; privilege log finalization; work product index; open issues memo (§ 220 demand, D&O tail, Hargrove Tate $500K remaining unpaid, Stonebridge tail, FCA/DTR obligations); file closing | June 7, 2024 | July 8, 2024 | 30 | 15 | 25 | 15 | 0.3 | 52500 | 24375 | 24625 | 10875 | 58.5 | 112433.5 | 5000 | 117433.5
SUBTOTAL (All Phases) | 260 | 140 | 275 | 180 | 1.3 | 455000 | 227500 | 270875 | 130500 | 253.5 | 1084128.5 | 40000 | 1124128.5
Contingency (5%) | Reserve for unanticipated developments (e.g., § 220 litigation, expedited proceedings in Court of Chancery, additional activist demands, UK regulatory inquiries) | 13 | 7 | 14 | 9 | 0 | 22750 | 11375 | 13790 | 6525 | 0 | 54440 | 2000 | 56440
GRAND TOTAL (Estimated Budget) | 273 | 147 | 289 | 189 | 1.3 | 477750 | 238875 | 284665 | 137025 | 253.5 | 1138568.5 | 42000 | 1180568.5
[sheet: Monthly Burn Forecast]
Month | Bower Hrs | Whitman Hrs | Zhou Hrs | Walsh Hrs | Paralegal Hrs | Total Hrs | Fees ($) | Expenses ($) | Monthly Total ($) | Cumulative Total ($) | Retainer Balance ($) | Notes
March 2024 (from 3/12) | 45 | 20 | 55 | 40 | 0.3 | 160.3 | 193933.5 | 6000 | 199933.5 | 199933.5 | -124933.5 | Initial retainer $75,000 paid March 14; Phase 1 ramp-up; conflicts clearance; advance notice review; initial governance memos; Special Committee formation; coordination with Ashworth Velmoran
April 2024 | 55 | 35 | 60 | 40 | 0.3 | 190.3 | 234558.5 | 10000 | 244558.5 | 444492 | -369492 | Peak activity: § 220 response; poison pill analysis and board rejection (April 10); defensive measures survey; proxy statement reviews; Stonebridge Crane engagement (April 22); amended engagement letter; Hale conflict analysis; Special Committee candidate interviews (April 18)
May 2024 | 60 | 35 | 55 | 35 | 0.3 | 185.3 | 227683.5 | 8000 | 235683.5 | 680175.5 | -605175.5 | Proxy contest peak: definitive proxy filings; ISS recommendation (May 17 — 2 of 3 nominees); Tarrant Partners LLC recommendation (May 22 — all 3); vote projection updates; settlement proposal rejection (May 10); settlement analysis memo (May 30); shareholder engagement
June 2024 | 55 | 30 | 50 | 35 | 0.2 | 170.2 | 208214 | 8000 | 216214 | 896389.5 | -746389.5 | AGM June 7; all 3 Corvus nominees elected; reconstituted board organizational matters (June 10); Trask Lead Independent Director; Greenvale transitional chair; CEO succession tabled (June 14); Special Committee dissolved; retainer replenished ($75,000 on June 14); D&O/departing directors memos; C&H termination notified June 21; strategic alternatives review shelved; Stonebridge tail fee analysis
July 2024 (through 7/8) | 18 | 13 | 20 | 15 | 0.2 | 66.2 | 82239 | 6000 | 88239 | 984628.5 | -834628.5 | Transition and closing: final work product delivery (July 1); privilege log; work product index; open issues memo; file closing; final invoice submitted July 8; engagement formally terminated
TOTAL | 233 | 133 | 240 | 165 | 1.3 | 772.3 | 946628.5 | 38000 | 984628.5 | Note: Actual final fees billed were $1,034,625 + $38,442 expenses = $1,073,067; this initial budget estimate is prepared as of March 13, 2024 before full scope was known
[sheet: Key Milestones & Deliverables]
Milestone / Deliverable | Target Date | Phase | Responsible Attorney | Supporting Attorney(s) | Status | Notes
Conflicts clearance memorandum | March 11, 2024 | Phase 1 | Audrey Zhou | Nathaniel Bower (review) | Completed | Cleared — no conflicts with AGMG, Corvus Peak, Corvus Peak Management LLC, or related parties
Engagement letter executed | March 12, 2024 | Phase 1 | Nathaniel Bower | Colette Whitman | Completed | Addressed to Dame Elspeth Greenvale; $75,000 evergreen retainer; hourly billing
Initial retainer payment received | March 14, 2024 | Phase 1 | Colette Whitman | Completed | $75,000
Document and information request to Nadine Khalil | March 14, 2024 | Phase 1 | Nathaniel Bower | Audrey Zhou | Completed | Charter, bylaws, 3 years board minutes, committee charters, Vane employment agreement, Corvus Peak correspondence, 13D filings
Annotated summary of AGMG Bylaws (key governance provisions) | March 14, 2024 | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | Advance notice (120–90 days); forum selection (DE Chancery); majority/plurality voting; committee formation; indemnification
Special Committee charter — best practices memo | March 17, 2024 | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | Recommended 3-member independent committee
Special Committee charter (draft and executed) & formation resolution | March 18, 2024 | Phase 1 | Nathaniel Bower | Audrey Zhou | Completed | Kessler (Chair), Farrow-Grant, Llewellyn; sole authority over CEO search and activist response
Coordination protocol letter to Ashworth Velmoran (Martin Cho) | March 19, 2024 | Phase 1 | Nathaniel Bower | Completed | Role delineation between C&H (governance) and AK (management counsel)
CEO search governance protocols memo | March 20, 2024 | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | Step-by-step process; documentation requirements; role of Hargrove Tate Partners
Special Committee process recommendations — CEO search | March 22, 2024 | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | Interview protocols, evaluation criteria, interaction with Hargrove Tate (Christine Aldridge)
Board fiduciary duties memorandum (Revlon, Unocal, enhanced scrutiny) | March 25, 2024 | Phase 1 | Nathaniel Bower | Audrey Zhou, Brendan Walsh | Completed | Comprehensive analysis of duties of care and loyalty in CEO succession context
DGCL § 220 demand response recommendations memo | March 26, 2024 | Phase 2 | Colette Whitman | Audrey Zhou | Completed | Analysis of Corvus Peak March 22 demand; proper purpose; privilege objections
Interim CEO designation fiduciary analysis memo | March 28, 2024 | Phase 1 | Nathaniel Bower | Audrey Zhou | Completed | Analyzes implied precommitment risk of Nair-Whitfield designation; recommends procedural safeguards
Advance notice bylaw compliance review — Corvus Peak nominations | March 5, 2024 (pre-engagement analysis) | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | Corvus Peak March 1, 2024 submission timely within Feb 10 – March 11 window
Draft response to Corvus Peak § 220 demand (for Khalil signature) | April 2, 2024 | Phase 2 | Colette Whitman | Audrey Zhou | Completed | Addressed to Dominic Sayer at BHC; partial objection; narrowed production excluding privileged CEO search materials
Letter to Dominic Sayer (BHC) — formal § 220 response | April 2, 2024 | Phase 2 | Nathaniel Bower | Colette Whitman | Completed | On behalf of AGMG
UK regulatory (FCA/DTR 5) overlay memo | April 3, 2024 | Phase 1 | Audrey Zhou | Brendan Walsh | Completed | DTR 5 major shareholding notifications; US-UK proxy rule interaction for dual-listed companies
Privilege log protocol for § 220 production | April 4, 2024 | Phase 2 | Colette Whitman | Brendan Walsh | Completed | Instructions to Khalil on format, privilege basis categories, review workflow
Evaluation framework for CEO candidates memo | April 5, 2024 | Phase 3 | Audrey Zhou | Brendan Walsh | Completed | Scoring rubric: strategic vision, operational experience, cultural fit, industry relationships, independence from activist influence
Poison pill / rights plan analysis memo | April 8, 2024 | Phase 2 | Nathaniel Bower | Audrey Zhou | Completed | Moran v. Household International; Unocal/Unitrin; recommends against adoption at 8.7% stake; disproportionality risk
Poison pill recommendation summary email to Greenvale | April 9, 2024 | Phase 2 | Nathaniel Bower | Completed | Pre-April 10 board meeting
Board resolution: rejection of shareholder rights plan | April 10, 2024 | Phase 2 | Nathaniel Bower | Audrey Zhou | Completed | Board rejects poison pill on C&H advice
Defensive measures survey memo | April 12, 2024 | Phase 2 | Nathaniel Bower | Audrey Zhou, Brendan Walsh | Completed | Bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives, proportionality analysis
Special Committee candidate interviews (April 18) | April 18, 2024 | Phase 3 | Nathaniel Bower | Completed | 5 external candidates including Jonathan Hale
Jonathan Hale conflict analysis memo + email to Special Committee | April 19, 2024 | Phase 3 | Nathaniel Bower | Audrey Zhou | Completed | Hale-Solberg relationship; Keystone Digital Ventures board overlap; NYSE independence concerns
Special Committee candidate interview summary memo | April 20, 2024 | Phase 3 | Nathaniel Bower | Audrey Zhou | Completed | Strengths/concerns for each candidate; flags Hale conflict
Draft review of Stonebridge Crane engagement letter | April 21, 2024 | Phase 4 | Nathaniel Bower | Colette Whitman | Completed | Mark-up: $250K/mo retainer; 0.25% EV transaction fee; indemnification; fiduciary-out
Amended engagement letter (expanded scope — strategic alternatives) | April 22, 2024 | Phase 4 | Nathaniel Bower | Colette Whitman | Completed | Scope expanded to include Stonebridge Crane coordination
Board resolution: engagement of Stonebridge Crane & Co. | April 22, 2024 | Phase 4 | Nathaniel Bower | Audrey Zhou | Completed | Financial advisor for strategic alternatives review
Email to Anil Kapoor-Mehta (Stonebridge) — coordination protocol | April 23, 2024 | Phase 4 | Nathaniel Bower | Completed | Working relationship, information sharing, joint board reporting
Legal framework for strategic alternatives memo | April 24, 2024 | Phase 4 | Nathaniel Bower | Audrey Zhou | Completed | Revlon duties; market check; interaction with CEO search
Blasius standard research assignment (Zhou to Walsh) | April 25, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Enhanced scrutiny for board actions impeding shareholder franchise
Confidentiality and information barrier protocols memo | April 26, 2024 | Phase 4 | Colette Whitman | Audrey Zhou | Completed | Wall procedures between strategic alternatives and CEO search
Proxy contest defense strategies memo | April 28, 2024 | Phase 2 | Nathaniel Bower | Audrey Zhou, Colette Whitman | Completed | ISS/Tarrant Partners LLC predictions; shareholder base; messaging; vote scenarios
Fiduciary obligations during proxy contest memo | April 28, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Blasius enhanced scrutiny; corporate resource use in proxy solicitation
Shareholder base analysis and vote projection memo | May 1, 2024 | Phase 2 | Colette Whitman | Audrey Zhou, Brendan Walsh | Completed | 412.6M shares; institutional tendencies; Windermere flagged as swing voter
AGMG definitive proxy statement review support | May 3, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Review of management's definitive proxy
ISS/Tarrant Partners LLC policy framework implications memo | May 8, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Pre-recommendation assessment
Corvus Peak settlement proposal rejection — draft resolution and talking points | May 12, 2024 | Phase 4 | Nathaniel Bower | Audrey Zhou | Completed | Reject May 10 proposal (2 nominees seated, CEO search paused)
ISS recommendation rapid-response email to Greenvale | May 17, 2024 | Phase 2 | Nathaniel Bower | Completed | ISS recommends Trask and Chu; Windermere publicly supports Corvus; accelerated settlement recommended
Post-ISS recommendation analysis memo | May 19, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Revised vote projections; strategic implications
Post-Tarrant Partners LLC recommendation analysis memo | May 24, 2024 | Phase 2 | Audrey Zhou | Brendan Walsh | Completed | Tarrant Partners LLC recommends all 3 Corvus nominees; likely loss of proxy fight; immediate settlement recommended
Settlement analysis and recommendation memo | May 30, 2024 | Phase 4 | Nathaniel Bower | Colette Whitman, Audrey Zhou | Completed | 1/2/3-seat analysis; game theory; recommends 2-seat negotiated settlement with mutual standstill
Board resolution: authorization to reopen settlement discussions | June 1, 2024 | Phase 4 | Nathaniel Bower | Audrey Zhou | Completed | Authorizes Greenvale and Special Committee to negotiate
Draft cooperation agreement term sheet | June 2, 2024 | Phase 4 | Nathaniel Bower | Colette Whitman, Audrey Zhou | Completed | 2 seats; mutual standstill (12% cap, 18-month no-contest); CEO search reset
2024 Annual General Meeting | June 7, 2024 | Phase 5 | Nathaniel Bower | Event | All 3 Corvus nominees elected; Kessler, Pemberton, Delgado-Ríos not re-elected
Preliminary AGM results email to Greenvale | June 7, 2024 | Phase 5 | Nathaniel Bower | Completed | Privileged; transition mechanics and immediate fiduciary guidance
Post-AGM vote analysis and implications memo | June 8, 2024 | Phase 5 | Audrey Zhou | Brendan Walsh | Completed | Detailed vote breakdown; board dynamics; governance reset
Draft press release — board statement following AGM | June 8, 2024 | Phase 5 | Audrey Zhou | Brendan Walsh | Completed | Welcomes Trask, Loring, Chu; thanks Kessler, Pemberton, Delgado-Ríos
Duties of departing directors memo | June 9, 2024 | Phase 5 | Colette Whitman | Audrey Zhou | Completed | Post-departure obligations; D&O continuity; document preservation; cooperation
Post-AGM organizational resolutions (reconstituted board) | June 10, 2024 | Phase 5 | Nathaniel Bower | Audrey Zhou | Completed | Trask as Lead Independent Director; Greenvale transitional chair through Sept 30, 2024; Loring N&G Chair; committee assignments
D&O insurance implications memo | June 11, 2024 | Phase 5 | Colette Whitman | Audrey Zhou | Completed | Helmsley policy HIC-DOL-2024-009347; $75M/$150M; tail coverage for departing directors; notice obligations
Board process integrity post-reconstitution memo | June 12, 2024 | Phase 5 | Nathaniel Bower | Audrey Zhou | Completed | Information barriers; recusal protocols when activist nominees join board
Board resolution: tabling CEO succession; dissolving Special Committee | June 14, 2024 | Phase 5 | Nathaniel Bower | Audrey Zhou | Completed | CEO search tabled indefinitely; Nair-Whitfield continues as Interim CEO
Retainer replenishment acknowledgment | June 14, 2024 | Phase 5 | Colette Whitman | Completed | Quarterly $75,000 replenishment received
Preservation of Special Committee records memo | June 15, 2024 | Phase 5 | Colette Whitman | Brendan Walsh | Completed | Retention guidance for interview notes, evaluation matrices, Hargrove Tate correspondence, C&H memos
Termination of strategic alternatives review memo | June 16, 2024 | Phase 5 | Nathaniel Bower | Audrey Zhou | Completed | Fiduciary implications; Stonebridge tail fee exposure ~$21.6M (0.25% × $8.65B EV, 12-month tail)
C&H engagement termination notice received from Vanessa Loring | June 21, 2024 | Phase 5 | Event | Effective July 8, 2024
Acknowledgment of termination letter to Vanessa Loring | June 25, 2024 | Phase 5 | Nathaniel Bower | Completed | Transition procedures; final deliverables timeline; continuing privilege confirmation
Transition memorandum — summary of all engagement work product | July 1, 2024 | Phase 5 | Nathaniel Bower | Colette Whitman, Audrey Zhou, Brendan Walsh | Planned | Comprehensive catalog of advice, pending issues, recommendations for successor counsel
Final privilege log — materials withheld from § 220 production | July 1, 2024 | Phase 5 | Colette Whitman | Brendan Walsh | Planned | Document description, date, author, recipients, privilege basis for each withheld document
Index of work product delivered to client | July 1, 2024 | Phase 5 | Audrey Zhou | Brendan Walsh | Planned | Chronological catalog of all deliverables (March 12 – July 8, 2024)
Status memo: open and unresolved issues at termination | July 1, 2024 | Phase 5 | Nathaniel Bower | Colette Whitman, Audrey Zhou | Planned | § 220 demand status; D&O tail; Hargrove Tate $500K unpaid; Stonebridge $21.6M tail; FCA/DTR obligations
Final deliverables transmittal letter to Greenvale | July 1, 2024 | Phase 5 | Nathaniel Bower | Planned | Cover letter for all transition materials
Post-termination file closing procedures (internal email) | July 2, 2024 | Phase 5 | Nathaniel Bower | Colette Whitman, Audrey Zhou, Brendan Walsh | Planned | File organization, privilege preservation, client document return
Document retention & privilege protocol (internal) | July 5, 2024 | Phase 5 | Colette Whitman | Brendan Walsh | Planned | 7-year retention hold per C&H policy
Engagement termination acknowledgment letter | July 8, 2024 | Phase 5 | Nathaniel Bower | Planned | Formal acknowledgment; preservation-of-records notice
Final invoice submitted | July 8, 2024 | Phase 5 | Colette Whitman | Planned | Outstanding balance of $312,817; total fees $1,034,625 + expenses $38,442 = $1,073,067
Client file closing memorandum (internal) | July 8, 2024 | Phase 5 | Colette Whitman | Brendan Walsh | Planned | Matter closure; lessons learned; billing reconciliation; 7-year file retention

[sheet: Cover]

Record

Parties

Dates

Amounts