1017-00003 · Aurelius Global Media Group · Insurance & Internal

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

TO: Marcus Delgado, Partner, intellectual Property

FROM: Wendy Schultz, Senior Associate, intellectual Property

DATE: February 24, 2026

RE: Insurance Coverage Analysis — Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821 — Aurelius Global Media Group PLC Copyright Enforcement Against StreamNow Holdings, Inc.

MATTER NO.: 1017-00003

CLIENT: Aurelius Global Media Group PLC

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I. Executive Summary

Calderwood & Harkness LLP has been asked to analyze whether the Fortbridge Specialty Insurance Company media liability and intellectual property enforcement policy held by Aurelius Global Media Group PLC ("Aurelius" or the "Insured") provides coverage for the costs of prosecuting the copyright infringement enforcement action against StreamNow Holdings, Inc. ("StreamNow") and related parties. This memorandum sets forth our preliminary analysis of the relevant policy provisions, the scope of available coverage, applicable exclusions, notice requirements, and strategic recommendations for preserving and maximizing Aurelius's insurance recovery.

The relevant policy — Policy No. FSI-ML-2024-07821, issued by Fortbridge Specialty Insurance Company, a specialty insurer domiciled in the State of Connecticut with principal offices at 280 Trumbull Street, Hartford, CT 06103 — provides media perils and intellectual property enforcement coverage with limits of $25 million per occurrence and $50 million in the aggregate. The policy was brokered by Calder & Whitfield Insurance Brokers Ltd., a specialist insurance intermediary located at 71 Fenchurch Street, London EC3M 4BS, United Kingdom. Calder & Whitfield has served as Aurelius's placement broker for media liability and intellectual property lines since at least the 2022 policy year.

Based on our preliminary review of the policy terms as described in the binder documents and endorsement summaries available to us, our conclusion is as follows: The policy likely covers enforcement litigation costs, including outside counsel fees and expert costs, for Aurelius's affirmative copyright infringement claims against StreamNow and related parties, subject to certain conditions, notice requirements, and potential exclusions discussed in detail below. The IP enforcement coverage grant contained in this policy is broader than a standard media errors-and-omissions form, which typically covers only the defense of claims brought against the insured. The affirmative enforcement provision is a relatively uncommon and commercially valuable feature of this placement, and Aurelius should take all prudent steps to preserve its rights thereunder.

Recommendation: Aurelius should promptly tender formal notice of the claim to Fortbridge Specialty Insurance Company, and we recommend doing so no later than March 1, 2026, to comply with the policy's notice provisions and preserve all coverage rights. A draft Notice of Claim letter is being prepared by Catherine Bloom, billing partner, for review and transmission. A copy of the notice should be sent simultaneously to Calder & Whitfield Insurance Brokers Ltd. in London.

II. Background of the Underlying Dispute

A. Aurelius Global Media Group PLC — Insured Party

Aurelius Global Media Group PLC ("Aurelius") is a public limited company incorporated in England and Wales under Companies House Registration No. 08724561, with its registered and principal offices at 45 Clarewood Place, London W1K 6TH, United Kingdom. Aurelius is listed on the London Stock Exchange's Alternative Investment Market (AIM: AGLM), and American Depositary Receipts representing Aurelius ordinary shares are traded over-the-counter in the United States.

Aurelius is one of the United Kingdom's premier media and entertainment conglomerates. For the fiscal year ended December 31, 2025, Aurelius reported consolidated group revenue of approximately £1.87 billion (approximately $2.36 billion at a prevailing exchange rate of £1 = $1.26). The company's operations span feature film production and distribution, scripted and unscripted television programming, digital content licensing, music publishing, and live entertainment. Aurelius maintains a global footprint, with operating subsidiaries and affiliated entities in the United States, Canada, Australia, Germany, France, and several other jurisdictions.

Of particular relevance to this analysis, Aurelius operates its U.S. business through Aurelius Media Americas, Inc. ("AMA"), a wholly-owned subsidiary incorporated in the State of Delaware, with its principal place of business at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA serves as the U.S. operational hub for Aurelius's North American film and television distribution, content licensing, and digital platform partnerships. AMA maintains its own employees, enters into licensing agreements with U.S.-based distributors and platforms, and manages the U.S. copyright registration portfolio for Aurelius-controlled content.

Aurelius's content library encompasses over 4,200 film and television titles, including several globally recognized franchises and critically acclaimed properties. These include, among others:

• The "Meridian" franchise — a series of six science-fiction feature films released between 2014 and 2024, which have generated a combined worldwide theatrical box office of approximately $1.43 billion, exclusive of home entertainment, digital rental, and licensing revenue.

• The "Iron Compass" series — a four-season prestige drama series comprising 48 episodes, which aired on Severin Enterprises in the United Kingdom and was licensed to various international broadcasters, averaging approximately 9.2 million UK viewers per episode across its run, making it one of the most-watched original drama series in the UK market during the 2019–2023 period.

• The "Thornfield" period drama catalog — a collection of 12 period drama titles produced by Aurelius's Thornfield Productions division, which have collectively been honored with seven BAFTA awards and have been licensed to broadcasters and streaming platforms in over 80 territories worldwide.

The company is led by Sir Alistair Pemberton, CBE, who serves as Chief Executive Officer, and its legal affairs are overseen by Fiona Hartwell, General Counsel and Company Secretary, who is based at the company's London headquarters. Ms. Hartwell has served as the principal client contact for this engagement and has coordinated with Calderwood & Harkness and UK counsel, Bexley Marsh Solicitors LLP, throughout the investigative phase.

B. Nature of the Claims to Be Enforced

Aurelius alleges that StreamNow Holdings, Inc. ("StreamNow"), a corporation organized under the laws of the State of Delaware (Secretary of State File No. 7291843), with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010, has, without authorization, reproduced, distributed, and publicly performed 217 Aurelius-owned audiovisual works through StreamNow's direct-to-consumer streaming platform and through sublicensed free, ad-supported streaming television ("FAST") channels. The infringing activity is alleged to have occurred over an approximately 22-month period spanning from approximately April 1, 2024 through January 31, 2026.

The 217 works at issue comprise 142 feature films and 75 television series, which together encompass a total of 1,038 individual episodes. The affected titles span virtually every major category of Aurelius's content library, including titles from the Meridian franchise, the Iron Compass series, the Thornfield catalog, and a substantial number of additional film and television properties. A complete schedule of the affected titles, together with their U.S. Copyright Office registration numbers and registration dates, has been compiled by Lexington IP Services and is appended to the enforcement strategy memorandum circulated separately.

StreamNow purportedly obtained access to Aurelius content through a sublicense from Meridian Digital Distributors, LLC ("MDD"), a California limited liability company (Secretary of State File No. 202115729430). MDD is controlled by Franklin Ogilvie, a former mid-level licensing manager at Aurelius Media Americas, Inc. Mr. Ogilvie was employed by AMA from approximately March 2018 through June 30, 2021, during which time he was responsible for managing certain third-party digital distribution agreements. Aurelius contends that it never authorized MDD — or any entity controlled by or affiliated with Ogilvie — to license, sublicense, distribute, or otherwise exploit any Aurelius content. Aurelius further contends that Ogilvie obtained access to the content files, metadata, and associated technical delivery credentials through unauthorized access to AMA's content management systems either during or following his employment, and that he used this access to establish MDD as a purported distributor of Aurelius content without any legitimate authority to do so.

In addition to the direct infringement by StreamNow, Aurelius has identified that StreamNow sublicensed bundles of programming containing Aurelius content to four third-party FAST channel operators:

1. Brindoval Channel Networks, Inc., a Texas corporation based in Dallas, Texas;

2. BrightLoop Media, LLC, a Florida limited liability company based in Miami, Florida;

3. Velvet Stream Partners, LP, a Canadian limited partnership based in Toronto, Ontario, Canada; and

4. Pacific Lantern Digital Pty Ltd, an Australian proprietary limited company based in Sydney, New South Wales, Australia.

Each of these entities is believed to have publicly performed Aurelius content without authorization through their respective FAST channel services, thereby constituting additional acts of infringement.

The claims that Aurelius intends to assert arise primarily under the United States Copyright Act, 17 U.S.C. §§ 106 and 501, alleging direct, contributory, and induced infringement of Aurelius's exclusive rights of reproduction, distribution, and public performance. Aurelius also intends to assert supplemental claims under the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq., and common law tortious interference with prospective economic advantage, based on StreamNow's and MDD's unauthorized exploitation of Aurelius content and interference with Aurelius's existing and prospective licensing relationships in the digital distribution market.

The proposed forum for the enforcement action is the United States District Court for the Central District of California, Los Angeles Division. Venue and personal jurisdiction are proper in the Central District given that StreamNow and AMA are both headquartered in Los Angeles, the infringing activities were directed at and occurred in substantial part within the Central District, and the relevant licensing relationships and content management operations were conducted from AMA's Los Angeles offices.

C. Estimated Damages and Litigation Costs

Calderwood & Harkness has engaged, or Aurelius has separately retained with our recommendation, multiple expert firms to support the damages analysis and forensic investigation underlying the enforcement claims. A summary of the current damages estimates and anticipated litigation costs follows.

Digital Forensics and Revenue Attribution. CipherTrace Analytics, LLC, a digital forensics and data analytics firm, has been retained to analyze StreamNow's platform data, advertising records, subscriber metrics, and content delivery logs. The engagement is being supervised by Dr. Nathan Frey, CipherTrace's managing director and a recognized expert in digital media forensics. Based on CipherTrace's preliminary analysis, the total revenue attributable to Aurelius content on StreamNow's platform and the downstream FAST channel sublicensees is estimated at approximately $38.6 million, broken down as follows:

• Subscription revenue attributable to Aurelius content: approximately $22.4 million

• Advertising revenue attributable to Aurelius content: approximately $9.7 million

• Sublicensing fees received by StreamNow from the four FAST channel operators for bundles containing Aurelius content: approximately $6.5 million

Damages Modeling. Hargrove Economic Consulting Group, LLC, a damages and valuation advisory firm, has been retained to prepare damages models for the enforcement action. Dr. Elena Vasquez, a principal at Hargrove and a frequently retained expert in copyright and entertainment industry damages matters, has prepared a preliminary net recoverable damages estimate of approximately $41.3 million. This figure reflects actual damages of approximately $14.2 million in lost licensing revenue (calculated as a reasonable royalty based on comparable market rates for the affected titles in the digital streaming and FAST channel markets), plus the infringer's profits attributable to the exploitation of Aurelius content, with appropriate apportionment to avoid double-counting in accordance with 17 U.S.C. § 504(b). The $41.3 million figure represents a preliminary estimate and is subject to refinement as discovery proceeds and additional data becomes available from StreamNow's financial records.

Statutory Damages Alternative. As an alternative to actual damages and profits, Aurelius may elect to recover statutory damages under 17 U.S.C. § 504(c). Of the 217 works at issue, 189 were registered with the U.S. Copyright Office either prior to the commencement of the infringement or within three months of first publication, and thus qualify for statutory damages and attorney's fees under 17 U.S.C. §§ 504(c) and 505. For willful infringement, the maximum statutory damages available are $150,000 per work, yielding a theoretical maximum statutory damages recovery of $32,550,000 (217 works × $150,000). However, because 28 of the 217 works were registered after the commencement of infringement and outside the three-month grace period, statutory damages would not be available for those titles, reducing the eligible works to 189 and the statutory damages ceiling to $28,350,000 for the timely-registered subset. Aurelius will evaluate the relative advantages of the actual damages and statutory damages theories as the case develops.

Estimated Pre-Suit Legal Costs. The estimated pre-suit phase legal budget for Calderwood & Harkness's services — encompassing investigation, demand letter preparation, pre-suit settlement negotiations, copyright registration review, enforcement strategy development, and insurance coverage analysis — is approximately $485,000. This estimate is based on the current staffing plan and anticipated work through the demand and initial settlement negotiation phase, and does not include costs of filing or litigating the action.

Estimated Expert Costs. The anticipated pre-suit expert costs are as follows:

• CipherTrace Analytics, LLC (digital forensics and revenue attribution): approximately $175,000

• Lexington IP Services (copyright registration verification, title-by-title analysis, and chain of title documentation): approximately $28,500

• Hargrove Economic Consulting Group, LLC (damages modeling and expert report preparation): approximately $95,000

The total estimated pre-suit expert costs are approximately $298,500.

Combining the estimated legal fees and expert costs, the total anticipated pre-suit expenditure is approximately $783,500. If the enforcement action proceeds through filing, discovery, expert depositions, summary judgment briefing, and trial, total litigation costs will increase substantially and could reach several million dollars, depending on the complexity and duration of the proceedings.

III. Policy Identification and Summary

A. Policy Details

The relevant insurance policy is identified as follows:

Fortbridge Specialty Insurance Company is a Connecticut-domiciled insurer that specializes in media, entertainment, and technology liability coverages. Fortbridge is rated A (Excellent) by A.M. Best and maintains surplus lines authority in all 50 states. The policy was placed through Calder & Whitfield, which has served as Aurelius's insurance broker for specialty media and IP lines since the 2020 renewal cycle. The policy was underwritten on the Fortbridge manuscript media liability form, which is a proprietary policy form used by Fortbridge for its entertainment industry book of business.

B. Coverage Limits

The policy provides the following coverage limits:

• Per Occurrence Limit: $25,000,000

• Aggregate Limit: $50,000,000

A threshold question in the coverage analysis concerns whether the 22-month pattern of infringement across the 217 Aurelius titles constitutes a single "occurrence" or multiple separate "occurrences" under the policy's definitions. The policy defines "occurrence" in language substantially similar to other specialty media liability forms, generally encompassing a single event or series of related events arising from a common cause, scheme, or course of conduct. Given that the infringement at issue arises from a single common scheme — namely, MDD's unauthorized sublicensing of Aurelius content to StreamNow, which in turn sublicensed to the four FAST channel operators — the more likely characterization is that the entire pattern of infringement constitutes a single occurrence or a related series of occurrences, triggering the $25 million per-occurrence cap. This characterization is consistent with the "common scheme" or "common cause" approach to occurrence analysis adopted by the majority of courts construing similar policy language in the context of systematic intellectual property infringement. See, e.g., Bay Cities Paving & Grading, Inc. v. Lawyers' Mutual Ins. Co., 5 Cal. 4th 854, 868 (1993) (analyzing whether multiple acts constitute a single occurrence under a liability policy based on the common cause of the acts).

If, however, the insurer were to argue that each separate title or each separate sublicensing relationship constitutes a distinct occurrence, the per-occurrence limit of $25 million would apply independently to each occurrence, and the aggregate limit of $50 million would serve as the overall cap on the insurer's liability across all occurrences during the policy period. Under that alternative characterization, the aggregate limit would provide additional headroom, but the per-occurrence limit would still be more than sufficient for each individual occurrence.

With respect to the deductible or self-insured retention ("SIR"), the binder documents available to us indicate that the policy includes a self-insured retention, but the specific dollar amount has not been confirmed. Based on our experience with comparable Fortbridge placements in the entertainment sector, SIRs on this type of policy typically range from $100,000 to $500,000. We recommend that Fiona Hartwell confirm the applicable SIR amount with Calder & Whitfield and provide the information to us promptly, as the SIR must be satisfied before the insurer's payment obligations are triggered.

C. Insuring Agreements — Key Coverage Grants

The policy contains several insuring agreements, the most relevant of which are summarized below based on our review of the binder summary and endorsement schedule. A complete analysis will require review of the full policy form, which has been requested from Calder & Whitfield.

Media Perils Coverage. The policy's media perils insuring agreement covers losses arising from claims involving the insured's media and entertainment content. This coverage extends to a broad range of media-related perils, including but not limited to defamation, invasion of privacy, plagiarism, and — critically for present purposes — infringement of the insured's intellectual property rights by third parties. The media perils coverage is structured to respond to both claims made against the insured and, to the extent provided by the IP enforcement endorsement, costs incurred by the insured in affirmatively enforcing its intellectual property rights.

IP Enforcement Coverage. The policy includes an IP enforcement endorsement or coverage part that is the central provision relevant to this analysis. This endorsement provides coverage for reasonable and necessary costs incurred by the insured in enforcing its intellectual property rights against third-party infringers. The scope of covered enforcement costs includes:

• Outside counsel fees, including fees of counsel retained by the insured to prosecute enforcement actions (which would encompass the fees of Calderwood & Harkness LLP as retained U.S. Intellectual property counsel for this matter);

• Expert and consultant costs, including fees for forensic analysis, damages modeling, copyright registration verification, and technical analysis;

• Court costs and filing fees incurred in connection with enforcement proceedings;

• Costs of emergency relief proceedings, including applications for temporary restraining orders and preliminary injunctions; and

• Related investigation costs incurred in connection with the identification, evaluation, and preparation of enforcement claims.

Affirmative Enforcement vs. Defensive Coverage Distinction. It is important to emphasize the distinction between the IP enforcement coverage provided by this policy and the coverage typically available under standard media errors-and-omissions ("E&O") policies. A standard media E&O policy provides coverage for defense costs and indemnity in connection with claims brought against the insured — for example, a claim that the insured's content infringes a third party's copyright. Under such a policy, the insured is the defendant, and the insurer pays for the insured's defense. By contrast, the Fortbridge policy specifically includes an affirmative enforcement grant, under which the insurer agrees to cover costs incurred by the insured in prosecuting claims against third-party infringers. This distinction is essential for the present matter, because Aurelius is the plaintiff and claimant in the StreamNow enforcement action, not the defendant. Without the affirmative enforcement grant, the enforcement costs would almost certainly fall outside the scope of a traditional media E&O policy. The inclusion of affirmative enforcement coverage is a relatively uncommon feature in the media liability insurance market and reflects the specialized nature of the Fortbridge placement brokered by Calder & Whitfield.

D. Policy Period

We are in the process of confirming the precise effective dates of the policy period. Based on the binder summary, the policy was issued for a 12-month term commencing in the 2024 policy year. If the policy period runs from a mid-year inception date (as is common with specialty placements negotiated through Lloyd's-affiliated brokers), the relevant dates may span into 2025 or 2026. The following dates are critical for policy period analysis:

• Engagement opened: February 12, 2026

• Demand letter to be served: March 2026 (estimated)

• Potential complaint filing: June 2026 (estimated)

• Infringement period: Approximately April 1, 2024 through January 31, 2026

• discovery of infringement: October 15, 2025 (by Lena Kowalski, Director of Content Operations at AMA)

To the extent the policy is written on a claims-made or claims-made-and-reported basis, the date on which the claim is first made or reported to the insurer will determine whether the claim falls within the policy period. If the policy is written on an occurrence basis, the relevant inquiry is whether the occurrence (i.e., the infringement) took place during the policy period. In either case, the infringement period (April 1, 2024 – January 31, 2026) and the discovery date (October 15, 2025) should be evaluated against the policy's effective dates and any retroactive date or prior acts date provisions. If the policy includes a retroactive date that post-dates the commencement of the infringement in April 2024, there may be a coverage gap for the earliest portion of the infringement period, although this would not necessarily preclude coverage for the enforcement action itself, which relates to the entirety of the infringing conduct.

We recommend that Calder & Whitfield provide confirmation of the precise policy inception and expiration dates, any retroactive date, and any extended reporting period or tail provisions at the earliest opportunity.

IV. Coverage Analysis

A. Whether Affirmative Copyright Enforcement Falls Within the Insuring Agreement

The threshold coverage question is whether Aurelius's affirmative enforcement of its copyrights against StreamNow, MDD, Ogilvie, and the four FAST channel sublicensees falls within the scope of the policy's insuring agreements. Based on our preliminary review, we conclude that it does, subject to the caveats and uncertainties discussed below.

The policy's IP enforcement coverage endorsement covers costs incurred by the insured in "enforcing its intellectual property rights" against third-party infringers. The term "Intellectual property rights" is defined in the policy to include, among other things, copyrights, trademarks, and related proprietary rights in the insured's media and entertainment content. Copyright enforcement is squarely within this definition. Aurelius's claims against StreamNow are paradigmatic copyright enforcement claims: the insured owns copyrights in the works at issue, a third party has allegedly infringed those copyrights, and the insured is incurring legal costs to vindicate its rights through litigation.

The analysis of whether the policy covers the full scope of Aurelius's claims requires consideration of each category of claim:

1. Direct copyright infringement claims against StreamNow (17 U.S.C. §§ 106, 501). These claims are the core of the enforcement action and fall squarely within the policy's IP enforcement grant. StreamNow is alleged to have reproduced, distributed, and publicly performed 217 Aurelius-owned works without authorization. The enforcement of these claims constitutes the prototypical exercise of the insured's intellectual property rights.

2. Contributory and inducement copyright infringement claims against MDD and Ogilvie. These secondary liability theories are derivative of the direct infringement claims and arise from the same common scheme. To the extent the policy covers enforcement of the insured's intellectual property rights, the pursuit of contributory and inducement theories against the parties who facilitated the infringement should be covered as part of the same enforcement action. There is no basis in the policy language, as we understand it, for distinguishing between claims against direct infringers and claims against contributory or inducing infringers, as both categories of claims serve the common purpose of vindicating the insured's copyrights.

3. State law unfair competition claims under Cal. Bus. & Prof. Code § 17200. The § 17200 claims are supplemental to the copyright infringement claims and are based on the same underlying conduct — the unauthorized exploitation of Aurelius content. The policy should cover costs incurred in prosecuting these claims to the extent they are part of the same enforcement action and arise from the same set of facts. However, some policies contain exclusions for claims that are purely commercial or competitive in nature and do not directly involve intellectual property rights. We will need to review the full policy form to determine whether any such exclusion applies. In any event, the § 17200 claims are intertwined with the copyright claims and would likely be prosecuted in the same proceeding, making segregation of costs impractical.

4. Common law tortious interference claims. The tortious interference claims present the most attenuated connection to the IP enforcement grant, as they are based on interference with Aurelius's business relationships rather than directly on infringement of intellectual property rights. The insurer may argue that tortious interference claims are not "enforcement of intellectual property rights" within the meaning of the policy. However, the tortious interference arises directly from the unauthorized exploitation of Aurelius's copyrighted content, and the damages sought overlap substantially with the copyright damages. Courts have generally held that where supplemental claims are intertwined with the core covered claims and arise from the same nucleus of operative facts, the insurer's obligation to cover litigation costs extends to the supplemental claims as well. We recommend asserting that all claims are part of a single covered enforcement action and should be treated as such for coverage purposes.

It bears emphasis that some media liability policies limit coverage to defense costs only, providing no coverage for affirmative enforcement actions. This policy's inclusion of affirmative enforcement coverage is relatively uncommon and should be read according to its plain terms. Under Connecticut law, which governs the interpretation of a Connecticut-domiciled insurer's policy, insurance contracts are construed in accordance with their plain and ordinary meaning, and ambiguities are construed in favor of the insured. See Hammer v. Lumbermen's Mut. Cas. Co., 214 Conn. 573, 584 (1990). The policy's statement that it covers "enforcement of intellectual property rights" on its face encompasses affirmative litigation by the insured to vindicate its copyrights. There is no reasonable basis for reading this language as limited to defensive postures when the policy expressly contemplates the insured's prosecution of enforcement claims.

B. Covered Costs — Scope of Reimbursable Expenses

Assuming the IP enforcement grant applies to this matter, the next question is the scope of costs that are reimbursable under the policy. We address each category of anticipated costs in turn.

Outside Counsel Fees. Calderwood & Harkness LLP has been engaged as Aurelius's U.S. Intellectual property counsel for this matter. The engagement team includes the following attorneys and their current standard hourly rates:

The policy's treatment of outside counsel fees will depend on whether it contains rate caps, billing guidelines, or requirements for pre-approval of counsel selection. Some IP enforcement policies permit the insured to select counsel of its choice, subject to the insurer's approval (not to be unreasonably withheld), while others require the use of insurer-approved panel counsel. If the Fortbridge policy contains a rate cap or requires pre-approval, Aurelius should submit Calderwood & Harkness's engagement letter and rate schedule to Fortbridge as part of the notice and approval process. If pre-approval is required and the insurer objects to counsel selection or rates, Aurelius may need to negotiate with Fortbridge or, if necessary, assert its right to independent counsel under applicable law.

Expert Costs. The three expert firms retained or anticipated to be retained for this matter — CipherTrace Analytics, LLC ($175,000 estimated), Lexington IP Services ($28,500 estimated), and Hargrove Economic Consulting Group, LLC ($95,000 estimated) — are standard categories of expert support in copyright enforcement litigation. The policy's IP enforcement coverage expressly includes "expert and consultant costs," and there is no indication that the types of experts retained fall outside the scope of covered services. However, some policies require prior insurer approval before the insured retains experts, and the insurer may have the right to review and approve expert budgets. We recommend submitting the expert engagements and estimated costs to Fortbridge for approval concurrently with the Notice of Claim.

Pre-Suit Budget Adequacy. The estimated pre-suit budget of $485,000 in Calderwood & Harkness fees, plus $298,500 in expert costs, totals approximately $783,500 before any litigation filing. This amount is well within the $25 million per-occurrence limit and represents approximately 3.1% of the available per-occurrence coverage. Even if litigation costs escalate significantly through filing, discovery, and trial, the per-occurrence limit should provide more than adequate coverage for the anticipated enforcement costs.

Success Fee Component. The Calderwood & Harkness engagement agreement includes a success fee component: a fee equal to 5% of any recovery above $20 million, capped at $2 million. This success fee is contingent upon the outcome of the litigation and is payable only if Aurelius achieves a recovery in excess of the $20 million threshold. The coverage of this component presents a more complex question. Some IP enforcement policies define covered costs as "reasonable and necessary" fees and expenses incurred in the prosecution of the enforcement action, and a contingent success fee may or may not fall within that definition depending on the policy's terms. An insurer may argue that a success fee is not a "cost" of enforcement but rather a bonus or profit-sharing arrangement that is not covered. Conversely, Aurelius can argue that the success fee is a component of the negotiated fee arrangement with counsel, represents a reasonable market practice for high-value intellectual property enforcement matters, and is a "cost" incurred by the insured in connection with the enforcement action. This issue should be flagged in the Notice of Claim and addressed with Fortbridge early in the coverage dialogue to avoid a post-recovery dispute.

C. Recovery/Subrogation Considerations

If Aurelius succeeds in its enforcement action and recovers damages from StreamNow and the other defendants, the recovery may have implications for Fortbridge's coverage obligations. Several issues warrant analysis.

Subrogation. Most liability and enforcement insurance policies contain subrogation provisions granting the insurer a right of subrogation against third parties from whom the insured recovers funds. If Fortbridge advances enforcement costs to Aurelius and Aurelius subsequently recovers damages from StreamNow (preliminary estimate: $41.3 million net recoverable), the policy may require Aurelius to reimburse Fortbridge for the enforcement costs advanced, to the extent of any recovery. The specific mechanics of the subrogation provision — including whether the insurer's right attaches to the insured's recovery before or after the insured is made whole — will need to be evaluated in the context of the full policy language.

Attorney's Fee Recovery Under 17 U.S.C. § 505. Under the Copyright Act, a prevailing party in a copyright infringement action may recover reasonable attorney's fees from the losing party, at the court's discretion. 17 U.S.C. § 505. For the 189 timely-registered titles, Aurelius is eligible to seek an award of attorney's fees. If Aurelius obtains a fee award from StreamNow, the insurer may argue that the fee recovery should offset or reduce the insurer's obligation to reimburse Aurelius for enforcement costs. Aurelius should be prepared to address this issue and to argue that any fee recovery from the defendant is a separate benefit of the litigation and does not reduce the insurer's independent contractual obligation to cover enforcement costs. The resolution of this issue will depend on the specific policy language governing the interaction between the insured's recovery and the insurer's payment obligations.

Net Coverage Obligation. Taking all of these factors into account, the insurer's net coverage obligation may be reduced by any recovery of enforcement costs from the defendant, depending on the policy's subrogation, reimbursement, and "other recovery" provisions. We recommend that Aurelius and Calderwood & Harkness coordinate billing and cost-tracking carefully to ensure that all enforcement costs are documented and that any recovery of fees from the defendant is properly allocated between insured and uninsured costs.

D. Potential Exclusions

Several potential exclusions in the Fortbridge policy could limit or preclude coverage for the StreamNow enforcement action. We address each in turn.

Known Loss / Prior Knowledge Exclusion. Many claims-made and occurrence-based policies contain a known loss or prior knowledge exclusion, which precludes coverage for claims or losses that the insured knew about or reasonably should have known about prior to the inception of the policy period. Aurelius's internal discovery of the StreamNow infringement occurred on October 15, 2025, when Lena Kowalski, Director of Content Operations at AMA, identified unauthorized Aurelius content appearing on the StreamNow platform during a routine content audit. If the policy's inception date or most recent renewal date falls after October 15, 2025, the known loss exclusion could potentially be invoked by Fortbridge to argue that Aurelius was aware of the infringement before the policy attached and therefore cannot claim coverage for a "known loss." Conversely, if the policy inception predates October 15, 2025 — and the infringement itself commenced as early as April 1, 2024 — the infringement was occurring during the policy period before Aurelius became aware of it, and the known loss exclusion should not apply. This analysis will require confirmation of the precise policy dates.

Related Claims / Prior Acts Exclusion. The insurer may seek to invoke a related claims or prior acts exclusion based on the connection between the StreamNow infringement and Ogilvie's earlier employment at AMA and his separation on June 30, 2021. During the investigation, it was determined that Ogilvie had unauthorized access to AMA's content management systems, and an internal investigation was conducted following his departure. If the policy contains a prior acts exclusion that excludes claims arising from or related to matters known to the insured before a specified prior acts date, the insurer could argue that the Ogilvie situation was a known prior act that should have been disclosed at policy inception. Aurelius's response to this argument should emphasize that the unauthorized distribution of content through MDD and StreamNow was not known or reasonably foreseeable at the time of Ogilvie's separation, that the internal investigation following his departure did not reveal the specific infringement scheme now at issue, and that the StreamNow infringement is a distinct and independent claim that does not constitute a "related claim" to Ogilvie's employment separation.

Contractual Liability Exclusion. Some liability policies contain a contractual liability exclusion that precludes coverage for claims arising from breach of contract. If Aurelius's claims against Ogilvie include a claim for breach of his separation agreement or post-employment restrictive covenants, the insurer could argue that those claims fall within the contractual liability exclusion and are not covered. However, the core claims in this matter are copyright infringement claims, not contract claims. To the extent the enforcement action includes a breach of contract claim against Ogilvie as a supplemental theory, the contractual liability exclusion may apply only to that specific claim and should not affect coverage for the copyright enforcement claims that constitute the primary basis of the action. We recommend that the enforcement complaint be drafted to emphasize the intellectual property enforcement nature of the claims and to treat any breach of contract theory as secondary and supplemental.

Intentional Acts Exclusion. Most liability policies exclude coverage for losses arising from the insured's own intentional or willful conduct. This exclusion typically applies to the insured's own intentional acts, not to intentional acts committed by third parties against the insured. In this matter, Aurelius is the victim of intentional infringement, not the perpetrator. The intentional acts exclusion should therefore not apply. If Fortbridge attempts to invoke this exclusion, Aurelius should argue that the exclusion is inapplicable on its face because the intentional conduct at issue is that of the defendants (StreamNow, MDD, and Ogilvie), not the insured.

Territorial Limitations. The policy may contain territorial limitations restricting coverage to enforcement actions brought in specified jurisdictions. The primary enforcement action will be filed in the United States District Court for the Central District of California, which should fall within any U.S.-territory coverage grant. However, the infringement at issue has occurred across 14 countries in which StreamNow operates, and the four FAST channel sublicensees are located in Texas, Florida, Canada, and Australia. If Aurelius ultimately pursues enforcement actions in non-U.S. jurisdictions (e.g., in Canada against Velvet Stream Partners, LP, or in Australia against Pacific Lantern Digital Pty Ltd), the territorial scope of the policy's coverage will become directly relevant. For the present analysis, we assume that the U.S. enforcement action is the primary proceeding and that territorial limitations are unlikely to preclude coverage for the U.S. litigation. International proceedings, if any, will require separate coverage analysis.

Subsidiary Coverage. The enforcement action arises in substantial part from activities conducted through Aurelius Media Americas, Inc. — the employment of Ogilvie, the content management operations, and the U.S. licensing relationships. AMA is identified as an additional insured under the policy, but coverage for additional insured subsidiaries is often subject to specific conditions, such as a requirement that the subsidiary be identified by name in the policy or that it meet certain ownership or control thresholds. We recommend confirming with Calder & Whitfield that AMA is properly scheduled as an additional insured under the policy and that there are no conditions or limitations on subsidiary coverage that would affect AMA's status.

V. Notice Requirements

A. Timing of Notice

The policy's notice provisions are among the most critical elements of the coverage analysis. Failure to provide timely notice to the insurer can result in a partial or complete forfeiture of coverage rights, depending on the governing law and the specific policy language. Under Connecticut law, an insurer seeking to disclaim coverage based on late notice bears the burden of demonstrating that it was prejudiced by the delay. See Adriatic Specialty Insurance v. Murphy, 206 Conn. 409, 420 (1988). However, some policy forms contain notice provisions that are treated as conditions precedent to coverage, in which case late notice may result in forfeiture regardless of prejudice.

The policy likely requires that the insured provide notice to the insurer "as soon as practicable" or within a specified number of days (commonly 30 or 60 days) after the insured becomes aware of a claim or potential claim. The key dates in the chronology for purposes of notice analysis are as follows:

• October 15, 2025: Lena Kowalski, Director of Content Operations at AMA, discovers unauthorized Aurelius content on the StreamNow platform during a routine content audit.

• October 22, 2025: Kowalski escalates the discovery to Fiona Hartwell, General Counsel, at Aurelius's London headquarters. Hartwell authorizes the initiation of an internal investigation.

• November 18, 2025: Aurelius engages Bexley Marsh Solicitors LLP (14 Bedford Row, London WC1R 4ED) as UK counsel for preliminary assessment of the infringement and strategic advice on enforcement options.

• December 5, 2025: Bexley Marsh recommends engagement of experienced U.S. Intellectual property counsel, given that the infringement is primarily U.S.-based and the likely enforcement venue is the U.S. federal courts.

• January 8, 2026: Aurelius contacts Calderwood & Harkness LLP to discuss potential engagement for the U.S. enforcement action.

• February 12, 2026: Engagement of Calderwood & Harkness LLP is formally opened (Matter No. 1017-00003).

As of the date of this memorandum (February 24, 2026), approximately four months and nine days have elapsed since Aurelius first discovered the infringement on October 15, 2025. If the policy requires notice "as soon as practicable," the question is whether the four-month gap between discovery and tender constitutes unreasonable delay.

Several factors support the argument that the delay is reasonable and should not jeopardize coverage. First, the insured needed to conduct a reasonable investigation to determine the scope and nature of the claim before tendering. The infringement involved 217 titles across multiple platforms and sublicensees, and Aurelius could not have provided a meaningful notice to the insurer without first understanding the extent of the unauthorized exploitation. Second, Aurelius acted diligently in pursuing the investigation: internal escalation occurred within one week of discovery (October 22, 2025), UK counsel was engaged within approximately one month (November 18, 2025), UK counsel recommended U.S. counsel engagement within approximately three weeks (December 5, 2025), and U.S. counsel was contacted approximately one month later (January 8, 2026). Each step in the chain represents a reasonable progression of the investigation. Third, the formal engagement of Calderwood & Harkness on February 12, 2026, and the preparation of this coverage analysis memorandum, reflect the insured's intent to tender notice promptly once U.S. counsel has been retained and the claim has been sufficiently developed to present to the insurer.

Nonetheless, the four-month gap carries inherent risk. An insurer may argue that the insured's awareness of a potential claim triggered the notice obligation immediately upon discovery, and that the insured's decision to spend four months investigating before notifying the insurer was unreasonable. To minimize this risk, we recommend that Aurelius tender notice to Fortbridge immediately and no later than March 1, 2026. The notice letter should explain the investigative timeline and the reasons for the interval between discovery and tender, emphasizing the complexity of the infringement scheme and the need for thorough investigation before notice could be meaningfully provided.

B. Form of Notice

The Notice of Claim letter to Fortbridge should be a comprehensive, professionally drafted document that satisfies all of the policy's notice requirements. Based on our experience with similar Fortbridge placements and standard market practice, the notice should include the following:

1. A clear identification of the policy by number (FSI-ML-2024-07821) and the named insured (Aurelius Global Media Group PLC);

2. A detailed description of the claim, including the nature of the infringement, the identity of the infringers, the affected works, the infringement period, and the date of discovery;

3. Identification of all adverse parties: StreamNow Holdings, Inc.; Meridian Digital Distributors, LLC; Franklin Ogilvie; Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd;

4. A description of the estimated exposure, including the preliminary damages estimate ($41.3 million) and the estimated enforcement costs;

5. Identification of retained counsel (Calderwood & Harkness LLP) and retained experts (CipherTrace Analytics, LLC; Lexington IP Services; Hargrove Economic Consulting Group, LLC), with a request for pre-approval if required by the policy;

6. A description of the enforcement strategy, including the proposed filing of a copyright infringement action in the United States District Court for the Central District of California;

7. A request for confirmation of coverage and for the insurer to identify a claims adjuster or coverage counsel to manage the claim; and

8. A reservation of the insured's rights under the policy, including the right to assert additional bases for coverage as the facts develop.

The notice should be addressed to Fortbridge's claims department at 280 Trumbull Street, Hartford, CT 06103, with copies sent to Calder & Whitfield Insurance Brokers Ltd. at 71 Fenchurch Street, London EC3M 4BS, United Kingdom, Attention: Aurelius Account Team. The notice should be sent by overnight courier with signature confirmation, and a duplicate should be transmitted by email to the Fortbridge claims intake address and the Calder & Whitfield account manager.

Catherine Bloom is preparing a draft of the Notice of Claim letter for review by Marcus Delgado and Fiona Hartwell. We recommend that the draft be circulated for review no later than February 27, 2026, to allow for finalization and transmission by the March 1, 2026 target date.

C. Cooperation Requirements

The policy likely contains cooperation provisions requiring the insured to cooperate with the insurer in the investigation, defense, and prosecution of the claim. In the context of an affirmative enforcement policy, cooperation requirements typically include:

• An obligation to provide the insurer with all relevant documents, including the engagement letter, expert retention agreements, litigation budgets, and significant pleadings;

• An obligation to keep the insurer informed of material developments in the enforcement action, including settlement discussions, court rulings, and changes in estimated exposure;

• An obligation to obtain the insurer's consent before incurring litigation costs above specified thresholds (if the policy contains cost-approval provisions);

• An obligation to obtain the insurer's consent before settling the claim or entering into any compromise agreement with the defendants; and

• A prohibition on taking any action that prejudices the insurer's rights, including the insurer's subrogation rights.

With respect to counsel selection, some enforcement policies give the insurer the right to appoint or approve counsel to prosecute the enforcement action on behalf of the insured. If the Fortbridge policy contains such a provision, Aurelius should promptly request approval of Calderwood & Harkness LLP as enforcement counsel. If the insurer objects or proposes alternative panel counsel, Aurelius may need to negotiate the issue or assert its right to independent counsel. Under Connecticut law, where the insured's and insurer's interests are aligned (as they are in an affirmative enforcement context, where both parties benefit from a successful prosecution), the insurer's right to control or influence counsel selection may be more limited than in a defensive coverage context.

We recommend that Fiona Hartwell and the Aurelius risk management team be briefed on the cooperation requirements and that a protocol be established for sharing information with Fortbridge in a manner that is consistent with the policy requirements while also preserving attorney-client privilege and work product protections for the underlying enforcement litigation.

VI. Coordination with UK Counsel Costs

Aurelius engaged Bexley Marsh Solicitors LLP, located at 14 Bedford Row, London WC1R 4ED, on November 18, 2025, to provide a preliminary UK-side assessment of the infringement and to advise on enforcement strategy. Bexley Marsh is a well-regarded London firm with a strong media and entertainment practice, and its engagement was a reasonable and prudent step in the investigation of a complex, multi-jurisdictional infringement scheme.

The question arises whether the Fortbridge policy covers UK counsel costs incurred before the formal U.S. engagement. The Bexley Marsh engagement was part of the same claim investigation — the firm was retained specifically to assess the StreamNow infringement and to recommend a course of action — and the costs incurred by Bexley Marsh are arguably "reasonable and necessary costs incurred by the insured in enforcing its intellectual property rights" within the meaning of the policy.

However, several factors may weigh against coverage for the UK counsel costs. First, if the policy has territorial limitations restricting coverage to enforcement actions in U.S. courts or proceedings brought in specified jurisdictions, UK counsel costs incurred for UK-side assessment and advice may fall outside the geographic scope of the coverage grant. Second, the policy may limit covered costs to costs incurred in connection with a "covered enforcement action," which may be defined to require the filing or threatened filing of an enforcement proceeding. If the Bexley Marsh engagement was purely investigative and advisory — and did not involve the prosecution or threatened prosecution of an enforcement action in any jurisdiction — the costs may not be covered.

We recommend including the Bexley Marsh in the Notice of Claim as part of the insured's overall enforcement costs and requesting that Fortbridge confirm whether such costs are covered. If Fortbridge takes the position that UK counsel costs are excluded, Aurelius should be prepared to argue that the Bexley Marsh engagement was a necessary predicate to the U.S. enforcement action and that the costs are covered as reasonable investigation costs under the policy. In the alternative, Aurelius should assess whether any other insurance program (e.g., a UK-based professional indemnity or litigation costs policy) might respond to the UK counsel fees.

VII. Interaction with Aurelius's Other Insurance Programs

As a publicly listed multinational media company, Aurelius maintains a comprehensive insurance program that includes multiple lines of coverage. Aurelius's auditors, Whitmore & Pryce LLP, located at 25 Old Broad Street, London EC2N 1HQ, are responsible for reviewing the company's insurance program in connection with the annual audit. We recommend that Fiona Hartwell coordinate with Aurelius's risk management function and, if necessary, with Whitmore & Pryce to identify any other insurance policies that could provide concurrent or excess coverage for the enforcement costs at issue.

Potentially relevant lines include:

• General commercial liability ("CGL") insurance: A standard CGL policy typically covers defense costs and indemnity for third-party claims of bodily injury or property damage, and generally does not cover intellectual property enforcement costs. However, some CGL policies include advertising injury or personal and advertising injury coverage that may be implicated in cases involving infringement of intellectual property. The CGL policy is unlikely to provide primary coverage for the StreamNow enforcement action, but its terms should be reviewed to confirm.

• Directors and officers ("D&O") liability insurance: A D&O policy covers directors and officers against claims arising from their management activities. It is not directly relevant to the enforcement of Aurelius's copyrights against third parties, but to the extent that the infringement scheme involves allegations of management failures (e.g., inadequate supervision of Ogilvie, failure to secure content management systems), the D&O policy could theoretically be implicated if derivative claims are asserted against Aurelius's directors or officers. This is a secondary concern at present.

• Crime or fidelity insurance: If Aurelius maintains a crime or fidelity policy that covers losses arising from employee dishonesty or theft, the Ogilvie situation may trigger coverage under such a policy for losses attributable to Ogilvie's unauthorized access to and misappropriation of Aurelius content. This is a separate coverage analysis that should be conducted independently.

The Fortbridge policy likely contains an "other insurance" clause that specifies how coverage under the Fortbridge policy interacts with any parallel or concurrent coverage under other policies. Typical "other insurance" provisions specify whether the policy responds on a primary, excess, or pro rata basis relative to other available insurance. If the Fortbridge policy is primary for IP enforcement costs, it would respond first, and any other applicable insurance would respond on an excess or supplementary basis. If the policy contains an escape clause or excess clause, the analysis becomes more complex, as each insurer may attempt to assert that its policy is excess over the other.

We recommend that a comprehensive insurance program review be conducted, in coordination with Calder & Whitfield and Aurelius's risk management team, to ensure that all available coverage is identified and that the "other insurance" provisions of each policy are properly coordinated. This review should be completed before or concurrently with the tender of notice to Fortbridge.

VIII. Budget and Coverage Adequacy

Based on the cost estimates set forth in Section II.C above, the anticipated enforcement costs are as follows:

If the enforcement action proceeds through filing of the complaint, discovery (including e-discovery and document review), expert depositions, dispositive motion practice, pretrial preparation, and trial, total costs will increase substantially. Based on our experience with comparable copyright enforcement actions involving large content libraries and multiple defendants, we estimate that total litigation costs through trial could range from $3 million to $6 million, depending on the complexity and length of the proceedings, the number of defendants, and whether the case is resolved before trial.

The $25 million per-occurrence limit is likely more than sufficient for the anticipated enforcement costs, even in a worst-case scenario. At the high end of our cost estimate ($6 million), the enforcement costs would represent only 24% of the per-occurrence limit. Additionally, if the matter is characterized as involving multiple occurrences — for example, if the insurer argues that each separate title or each separate sublicensing relationship constitutes a distinct occurrence — the aggregate limit of $50 million provides additional headroom to cover the total enforcement costs across all occurrences.

The retainer of $150,000 already received from Aurelius on February 14, 2026, should be reconciled with any insurance reimbursement obligations. If Fortbridge confirms coverage and begins reimbursing enforcement costs, the retainer may be credited against Aurelius's self-insured retention (if applicable) or returned to the client to the extent that the insurer assumes responsibility for covered costs going forward. The billing partner, Catherine Bloom, should establish a protocol for tracking and segregating covered and non-covered costs to facilitate the reimbursement process.

IX. Risks and Uncertainties

While our preliminary analysis is favorable, several risks and uncertainties could affect the outcome of the coverage analysis:

1. Late notice risk. The approximately four-month gap between discovery of the infringement (October 15, 2025) and the anticipated tender of notice (March 1, 2026 at the latest) creates a risk that Fortbridge may assert late notice as a basis for disclaiming or limiting coverage. Although we believe the delay is defensible given the complexity of the claim and the reasonable investigation undertaken by Aurelius, the risk cannot be eliminated. Under Connecticut law, the insurer must demonstrate prejudice from late notice to disclaim coverage, which mitigates the risk somewhat, but the analysis is fact-specific and the outcome is uncertain.

2. Possible insurer challenge to the affirmative enforcement reading. Although the policy's IP enforcement endorsement appears to cover affirmative enforcement actions on its plain terms, Fortbridge may take a narrower reading of the policy language and argue that the endorsement is limited to certain categories of enforcement actions or that it requires satisfaction of additional conditions not apparent from the binder summary. A full review of the p

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
TO: Marcus Delgado, Partner, intellectual Property
FROM: Wendy Schultz, Senior Associate, intellectual Property
DATE: February 24, 2026
RE: Insurance Coverage Analysis — Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821 — Aurelius Global Media Group PLC Copyright Enforcement Against StreamNow Holdings, Inc.
MATTER NO.: 1017-00003
CLIENT: Aurelius Global Media Group PLC
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I. Executive Summary
Calderwood & Harkness LLP has been asked to analyze whether the Fortbridge Specialty Insurance Company media liability and intellectual property enforcement policy held by Aurelius Global Media Group PLC ("Aurelius" or the "Insured") provides coverage for the costs of prosecuting the copyright infringement enforcement action against StreamNow Holdings, Inc. ("StreamNow") and related parties. This memorandum sets forth our preliminary analysis of the relevant policy provisions, the scope of available coverage, applicable exclusions, notice requirements, and strategic recommendations for preserving and maximizing Aurelius's insurance recovery.
The relevant policy — Policy No. FSI-ML-2024-07821, issued by Fortbridge Specialty Insurance Company, a specialty insurer domiciled in the State of Connecticut with principal offices at 280 Trumbull Street, Hartford, CT 06103 — provides media perils and intellectual property enforcement coverage with limits of $25 million per occurrence and $50 million in the aggregate. The policy was brokered by Calder & Whitfield Insurance Brokers Ltd., a specialist insurance intermediary located at 71 Fenchurch Street, London EC3M 4BS, United Kingdom. Calder & Whitfield has served as Aurelius's placement broker for media liability and intellectual property lines since at least the 2022 policy year.
Based on our preliminary review of the policy terms as described in the binder documents and endorsement summaries available to us, our conclusion is as follows: The policy likely covers enforcement litigation costs, including outside counsel fees and expert costs, for Aurelius's affirmative copyright infringement claims against StreamNow and related parties, subject to certain conditions, notice requirements, and potential exclusions discussed in detail below. The IP enforcement coverage grant contained in this policy is broader than a standard media errors-and-omissions form, which typically covers only the defense of claims brought against the insured. The affirmative enforcement provision is a relatively uncommon and commercially valuable feature of this placement, and Aurelius should take all prudent steps to preserve its rights thereunder.
Recommendation: Aurelius should promptly tender formal notice of the claim to Fortbridge Specialty Insurance Company, and we recommend doing so no later than March 1, 2026, to comply with the policy's notice provisions and preserve all coverage rights. A draft Notice of Claim letter is being prepared by Catherine Bloom, billing partner, for review and transmission. A copy of the notice should be sent simultaneously to Calder & Whitfield Insurance Brokers Ltd. in London.
II. Background of the Underlying Dispute
A. Aurelius Global Media Group PLC — Insured Party
Aurelius Global Media Group PLC ("Aurelius") is a public limited company incorporated in England and Wales under Companies House Registration No. 08724561, with its registered and principal offices at 45 Clarewood Place, London W1K 6TH, United Kingdom. Aurelius is listed on the London Stock Exchange's Alternative Investment Market (AIM: AGLM), and American Depositary Receipts representing Aurelius ordinary shares are traded over-the-counter in the United States.
Aurelius is one of the United Kingdom's premier media and entertainment conglomerates. For the fiscal year ended December 31, 2025, Aurelius reported consolidated group revenue of approximately £1.87 billion (approximately $2.36 billion at a prevailing exchange rate of £1 = $1.26). The company's operations span feature film production and distribution, scripted and unscripted television programming, digital content licensing, music publishing, and live entertainment. Aurelius maintains a global footprint, with operating subsidiaries and affiliated entities in the United States, Canada, Australia, Germany, France, and several other jurisdictions.
Of particular relevance to this analysis, Aurelius operates its U.S. business through Aurelius Media Americas, Inc. ("AMA"), a wholly-owned subsidiary incorporated in the State of Delaware, with its principal place of business at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA serves as the U.S. operational hub for Aurelius's North American film and television distribution, content licensing, and digital platform partnerships. AMA maintains its own employees, enters into licensing agreements with U.S.-based distributors and platforms, and manages the U.S. copyright registration portfolio for Aurelius-controlled content.
Aurelius's content library encompasses over 4,200 film and television titles, including several globally recognized franchises and critically acclaimed properties. These include, among others:
• The "Meridian" franchise — a series of six science-fiction feature films released between 2014 and 2024, which have generated a combined worldwide theatrical box office of approximately $1.43 billion, exclusive of home entertainment, digital rental, and licensing revenue.
• The "Iron Compass" series — a four-season prestige drama series comprising 48 episodes, which aired on Severin Enterprises in the United Kingdom and was licensed to various international broadcasters, averaging approximately 9.2 million UK viewers per episode across its run, making it one of the most-watched original drama series in the UK market during the 2019–2023 period.
• The "Thornfield" period drama catalog — a collection of 12 period drama titles produced by Aurelius's Thornfield Productions division, which have collectively been honored with seven BAFTA awards and have been licensed to broadcasters and streaming platforms in over 80 territories worldwide.
The company is led by Sir Alistair Pemberton, CBE, who serves as Chief Executive Officer, and its legal affairs are overseen by Fiona Hartwell, General Counsel and Company Secretary, who is based at the company's London headquarters. Ms. Hartwell has served as the principal client contact for this engagement and has coordinated with Calderwood & Harkness and UK counsel, Bexley Marsh Solicitors LLP, throughout the investigative phase.
B. Nature of the Claims to Be Enforced
Aurelius alleges that StreamNow Holdings, Inc. ("StreamNow"), a corporation organized under the laws of the State of Delaware (Secretary of State File No. 7291843), with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010, has, without authorization, reproduced, distributed, and publicly performed 217 Aurelius-owned audiovisual works through StreamNow's direct-to-consumer streaming platform and through sublicensed free, ad-supported streaming television ("FAST") channels. The infringing activity is alleged to have occurred over an approximately 22-month period spanning from approximately April 1, 2024 through January 31, 2026.
The 217 works at issue comprise 142 feature films and 75 television series, which together encompass a total of 1,038 individual episodes. The affected titles span virtually every major category of Aurelius's content library, including titles from the Meridian franchise, the Iron Compass series, the Thornfield catalog, and a substantial number of additional film and television properties. A complete schedule of the affected titles, together with their U.S. Copyright Office registration numbers and registration dates, has been compiled by Lexington IP Services and is appended to the enforcement strategy memorandum circulated separately.
StreamNow purportedly obtained access to Aurelius content through a sublicense from Meridian Digital Distributors, LLC ("MDD"), a California limited liability company (Secretary of State File No. 202115729430). MDD is controlled by Franklin Ogilvie, a former mid-level licensing manager at Aurelius Media Americas, Inc. Mr. Ogilvie was employed by AMA from approximately March 2018 through June 30, 2021, during which time he was responsible for managing certain third-party digital distribution agreements. Aurelius contends that it never authorized MDD — or any entity controlled by or affiliated with Ogilvie — to license, sublicense, distribute, or otherwise exploit any Aurelius content. Aurelius further contends that Ogilvie obtained access to the content files, metadata, and associated technical delivery credentials through unauthorized access to AMA's content management systems either during or following his employment, and that he used this access to establish MDD as a purported distributor of Aurelius content without any legitimate authority to do so.
In addition to the direct infringement by StreamNow, Aurelius has identified that StreamNow sublicensed bundles of programming containing Aurelius content to four third-party FAST channel operators:
1. Brindoval Channel Networks, Inc., a Texas corporation based in Dallas, Texas;
2. BrightLoop Media, LLC, a Florida limited liability company based in Miami, Florida;
3. Velvet Stream Partners, LP, a Canadian limited partnership based in Toronto, Ontario, Canada; and
4. Pacific Lantern Digital Pty Ltd, an Australian proprietary limited company based in Sydney, New South Wales, Australia.
Each of these entities is believed to have publicly performed Aurelius content without authorization through their respective FAST channel services, thereby constituting additional acts of infringement.
The claims that Aurelius intends to assert arise primarily under the United States Copyright Act, 17 U.S.C. §§ 106 and 501, alleging direct, contributory, and induced infringement of Aurelius's exclusive rights of reproduction, distribution, and public performance. Aurelius also intends to assert supplemental claims under the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq., and common law tortious interference with prospective economic advantage, based on StreamNow's and MDD's unauthorized exploitation of Aurelius content and interference with Aurelius's existing and prospective licensing relationships in the digital distribution market.
The proposed forum for the enforcement action is the United States District Court for the Central District of California, Los Angeles Division. Venue and personal jurisdiction are proper in the Central District given that StreamNow and AMA are both headquartered in Los Angeles, the infringing activities were directed at and occurred in substantial part within the Central District, and the relevant licensing relationships and content management operations were conducted from AMA's Los Angeles offices.
C. Estimated Damages and Litigation Costs
Calderwood & Harkness has engaged, or Aurelius has separately retained with our recommendation, multiple expert firms to support the damages analysis and forensic investigation underlying the enforcement claims. A summary of the current damages estimates and anticipated litigation costs follows.
Digital Forensics and Revenue Attribution. CipherTrace Analytics, LLC, a digital forensics and data analytics firm, has been retained to analyze StreamNow's platform data, advertising records, subscriber metrics, and content delivery logs. The engagement is being supervised by Dr. Nathan Frey, CipherTrace's managing director and a recognized expert in digital media forensics. Based on CipherTrace's preliminary analysis, the total revenue attributable to Aurelius content on StreamNow's platform and the downstream FAST channel sublicensees is estimated at approximately $38.6 million, broken down as follows:
• Subscription revenue attributable to Aurelius content: approximately $22.4 million
• Advertising revenue attributable to Aurelius content: approximately $9.7 million
• Sublicensing fees received by StreamNow from the four FAST channel operators for bundles containing Aurelius content: approximately $6.5 million
Damages Modeling. Hargrove Economic Consulting Group, LLC, a damages and valuation advisory firm, has been retained to prepare damages models for the enforcement action. Dr. Elena Vasquez, a principal at Hargrove and a frequently retained expert in copyright and entertainment industry damages matters, has prepared a preliminary net recoverable damages estimate of approximately $41.3 million. This figure reflects actual damages of approximately $14.2 million in lost licensing revenue (calculated as a reasonable royalty based on comparable market rates for the affected titles in the digital streaming and FAST channel markets), plus the infringer's profits attributable to the exploitation of Aurelius content, with appropriate apportionment to avoid double-counting in accordance with 17 U.S.C. § 504(b). The $41.3 million figure represents a preliminary estimate and is subject to refinement as discovery proceeds and additional data becomes available from StreamNow's financial records.
Statutory Damages Alternative. As an alternative to actual damages and profits, Aurelius may elect to recover statutory damages under 17 U.S.C. § 504(c). Of the 217 works at issue, 189 were registered with the U.S. Copyright Office either prior to the commencement of the infringement or within three months of first publication, and thus qualify for statutory damages and attorney's fees under 17 U.S.C. §§ 504(c) and 505. For willful infringement, the maximum statutory damages available are $150,000 per work, yielding a theoretical maximum statutory damages recovery of $32,550,000 (217 works × $150,000). However, because 28 of the 217 works were registered after the commencement of infringement and outside the three-month grace period, statutory damages would not be available for those titles, reducing the eligible works to 189 and the statutory damages ceiling to $28,350,000 for the timely-registered subset. Aurelius will evaluate the relative advantages of the actual damages and statutory damages theories as the case develops.
Estimated Pre-Suit Legal Costs. The estimated pre-suit phase legal budget for Calderwood & Harkness's services — encompassing investigation, demand letter preparation, pre-suit settlement negotiations, copyright registration review, enforcement strategy development, and insurance coverage analysis — is approximately $485,000. This estimate is based on the current staffing plan and anticipated work through the demand and initial settlement negotiation phase, and does not include costs of filing or litigating the action.
Estimated Expert Costs. The anticipated pre-suit expert costs are as follows:
• CipherTrace Analytics, LLC (digital forensics and revenue attribution): approximately $175,000
• Lexington IP Services (copyright registration verification, title-by-title analysis, and chain of title documentation): approximately $28,500
• Hargrove Economic Consulting Group, LLC (damages modeling and expert report preparation): approximately $95,000
The total estimated pre-suit expert costs are approximately $298,500.
Combining the estimated legal fees and expert costs, the total anticipated pre-suit expenditure is approximately $783,500. If the enforcement action proceeds through filing, discovery, expert depositions, summary judgment briefing, and trial, total litigation costs will increase substantially and could reach several million dollars, depending on the complexity and duration of the proceedings.
III. Policy Identification and Summary
A. Policy Details
The relevant insurance policy is identified as follows:
Fortbridge Specialty Insurance Company is a Connecticut-domiciled insurer that specializes in media, entertainment, and technology liability coverages. Fortbridge is rated A (Excellent) by A.M. Best and maintains surplus lines authority in all 50 states. The policy was placed through Calder & Whitfield, which has served as Aurelius's insurance broker for specialty media and IP lines since the 2020 renewal cycle. The policy was underwritten on the Fortbridge manuscript media liability form, which is a proprietary policy form used by Fortbridge for its entertainment industry book of business.
B. Coverage Limits
The policy provides the following coverage limits:
• Per Occurrence Limit: $25,000,000
• Aggregate Limit: $50,000,000
A threshold question in the coverage analysis concerns whether the 22-month pattern of infringement across the 217 Aurelius titles constitutes a single "occurrence" or multiple separate "occurrences" under the policy's definitions. The policy defines "occurrence" in language substantially similar to other specialty media liability forms, generally encompassing a single event or series of related events arising from a common cause, scheme, or course of conduct. Given that the infringement at issue arises from a single common scheme — namely, MDD's unauthorized sublicensing of Aurelius content to StreamNow, which in turn sublicensed to the four FAST channel operators — the more likely characterization is that the entire pattern of infringement constitutes a single occurrence or a related series of occurrences, triggering the $25 million per-occurrence cap. This characterization is consistent with the "common scheme" or "common cause" approach to occurrence analysis adopted by the majority of courts construing similar policy language in the context of systematic intellectual property infringement. See, e.g., Bay Cities Paving & Grading, Inc. v. Lawyers' Mutual Ins. Co., 5 Cal. 4th 854, 868 (1993) (analyzing whether multiple acts constitute a single occurrence under a liability policy based on the common cause of the acts).
If, however, the insurer were to argue that each separate title or each separate sublicensing relationship constitutes a distinct occurrence, the per-occurrence limit of $25 million would apply independently to each occurrence, and the aggregate limit of $50 million would serve as the overall cap on the insurer's liability across all occurrences during the policy period. Under that alternative characterization, the aggregate limit would provide additional headroom, but the per-occurrence limit would still be more than sufficient for each individual occurrence.
With respect to the deductible or self-insured retention ("SIR"), the binder documents available to us indicate that the policy includes a self-insured retention, but the specific dollar amount has not been confirmed. Based on our experience with comparable Fortbridge placements in the entertainment sector, SIRs on this type of policy typically range from $100,000 to $500,000. We recommend that Fiona Hartwell confirm the applicable SIR amount with Calder & Whitfield and provide the information to us promptly, as the SIR must be satisfied before the insurer's payment obligations are triggered.
C. Insuring Agreements — Key Coverage Grants
The policy contains several insuring agreements, the most relevant of which are summarized below based on our review of the binder summary and endorsement schedule. A complete analysis will require review of the full policy form, which has been requested from Calder & Whitfield.
Media Perils Coverage. The policy's media perils insuring agreement covers losses arising from claims involving the insured's media and entertainment content. This coverage extends to a broad range of media-related perils, including but not limited to defamation, invasion of privacy, plagiarism, and — critically for present purposes — infringement of the insured's intellectual property rights by third parties. The media perils coverage is structured to respond to both claims made against the insured and, to the extent provided by the IP enforcement endorsement, costs incurred by the insured in affirmatively enforcing its intellectual property rights.
IP Enforcement Coverage. The policy includes an IP enforcement endorsement or coverage part that is the central provision relevant to this analysis. This endorsement provides coverage for reasonable and necessary costs incurred by the insured in enforcing its intellectual property rights against third-party infringers. The scope of covered enforcement costs includes:
• Outside counsel fees, including fees of counsel retained by the insured to prosecute enforcement actions (which would encompass the fees of Calderwood & Harkness LLP as retained U.S. Intellectual property counsel for this matter);
• Expert and consultant costs, including fees for forensic analysis, damages modeling, copyright registration verification, and technical analysis;
• Court costs and filing fees incurred in connection with enforcement proceedings;
• Costs of emergency relief proceedings, including applications for temporary restraining orders and preliminary injunctions; and
• Related investigation costs incurred in connection with the identification, evaluation, and preparation of enforcement claims.
Affirmative Enforcement vs. Defensive Coverage Distinction. It is important to emphasize the distinction between the IP enforcement coverage provided by this policy and the coverage typically available under standard media errors-and-omissions ("E&O") policies. A standard media E&O policy provides coverage for defense costs and indemnity in connection with claims brought against the insured — for example, a claim that the insured's content infringes a third party's copyright. Under such a policy, the insured is the defendant, and the insurer pays for the insured's defense. By contrast, the Fortbridge policy specifically includes an affirmative enforcement grant, under which the insurer agrees to cover costs incurred by the insured in prosecuting claims against third-party infringers. This distinction is essential for the present matter, because Aurelius is the plaintiff and claimant in the StreamNow enforcement action, not the defendant. Without the affirmative enforcement grant, the enforcement costs would almost certainly fall outside the scope of a traditional media E&O policy. The inclusion of affirmative enforcement coverage is a relatively uncommon feature in the media liability insurance market and reflects the specialized nature of the Fortbridge placement brokered by Calder & Whitfield.
D. Policy Period
We are in the process of confirming the precise effective dates of the policy period. Based on the binder summary, the policy was issued for a 12-month term commencing in the 2024 policy year. If the policy period runs from a mid-year inception date (as is common with specialty placements negotiated through Lloyd's-affiliated brokers), the relevant dates may span into 2025 or 2026. The following dates are critical for policy period analysis:
• Engagement opened: February 12, 2026
• Demand letter to be served: March 2026 (estimated)
• Potential complaint filing: June 2026 (estimated)
• Infringement period: Approximately April 1, 2024 through January 31, 2026
• discovery of infringement: October 15, 2025 (by Lena Kowalski, Director of Content Operations at AMA)
To the extent the policy is written on a claims-made or claims-made-and-reported basis, the date on which the claim is first made or reported to the insurer will determine whether the claim falls within the policy period. If the policy is written on an occurrence basis, the relevant inquiry is whether the occurrence (i.e., the infringement) took place during the policy period. In either case, the infringement period (April 1, 2024 – January 31, 2026) and the discovery date (October 15, 2025) should be evaluated against the policy's effective dates and any retroactive date or prior acts date provisions. If the policy includes a retroactive date that post-dates the commencement of the infringement in April 2024, there may be a coverage gap for the earliest portion of the infringement period, although this would not necessarily preclude coverage for the enforcement action itself, which relates to the entirety of the infringing conduct.
We recommend that Calder & Whitfield provide confirmation of the precise policy inception and expiration dates, any retroactive date, and any extended reporting period or tail provisions at the earliest opportunity.
IV. Coverage Analysis
A. Whether Affirmative Copyright Enforcement Falls Within the Insuring Agreement
The threshold coverage question is whether Aurelius's affirmative enforcement of its copyrights against StreamNow, MDD, Ogilvie, and the four FAST channel sublicensees falls within the scope of the policy's insuring agreements. Based on our preliminary review, we conclude that it does, subject to the caveats and uncertainties discussed below.
The policy's IP enforcement coverage endorsement covers costs incurred by the insured in "enforcing its intellectual property rights" against third-party infringers. The term "Intellectual property rights" is defined in the policy to include, among other things, copyrights, trademarks, and related proprietary rights in the insured's media and entertainment content. Copyright enforcement is squarely within this definition. Aurelius's claims against StreamNow are paradigmatic copyright enforcement claims: the insured owns copyrights in the works at issue, a third party has allegedly infringed those copyrights, and the insured is incurring legal costs to vindicate its rights through litigation.
The analysis of whether the policy covers the full scope of Aurelius's claims requires consideration of each category of claim:
1. Direct copyright infringement claims against StreamNow (17 U.S.C. §§ 106, 501). These claims are the core of the enforcement action and fall squarely within the policy's IP enforcement grant. StreamNow is alleged to have reproduced, distributed, and publicly performed 217 Aurelius-owned works without authorization. The enforcement of these claims constitutes the prototypical exercise of the insured's intellectual property rights.
2. Contributory and inducement copyright infringement claims against MDD and Ogilvie. These secondary liability theories are derivative of the direct infringement claims and arise from the same common scheme. To the extent the policy covers enforcement of the insured's intellectual property rights, the pursuit of contributory and inducement theories against the parties who facilitated the infringement should be covered as part of the same enforcement action. There is no basis in the policy language, as we understand it, for distinguishing between claims against direct infringers and claims against contributory or inducing infringers, as both categories of claims serve the common purpose of vindicating the insured's copyrights.
3. State law unfair competition claims under Cal. Bus. & Prof. Code § 17200. The § 17200 claims are supplemental to the copyright infringement claims and are based on the same underlying conduct — the unauthorized exploitation of Aurelius content. The policy should cover costs incurred in prosecuting these claims to the extent they are part of the same enforcement action and arise from the same set of facts. However, some policies contain exclusions for claims that are purely commercial or competitive in nature and do not directly involve intellectual property rights. We will need to review the full policy form to determine whether any such exclusion applies. In any event, the § 17200 claims are intertwined with the copyright claims and would likely be prosecuted in the same proceeding, making segregation of costs impractical.
4. Common law tortious interference claims. The tortious interference claims present the most attenuated connection to the IP enforcement grant, as they are based on interference with Aurelius's business relationships rather than directly on infringement of intellectual property rights. The insurer may argue that tortious interference claims are not "enforcement of intellectual property rights" within the meaning of the policy. However, the tortious interference arises directly from the unauthorized exploitation of Aurelius's copyrighted content, and the damages sought overlap substantially with the copyright damages. Courts have generally held that where supplemental claims are intertwined with the core covered claims and arise from the same nucleus of operative facts, the insurer's obligation to cover litigation costs extends to the supplemental claims as well. We recommend asserting that all claims are part of a single covered enforcement action and should be treated as such for coverage purposes.
It bears emphasis that some media liability policies limit coverage to defense costs only, providing no coverage for affirmative enforcement actions. This policy's inclusion of affirmative enforcement coverage is relatively uncommon and should be read according to its plain terms. Under Connecticut law, which governs the interpretation of a Connecticut-domiciled insurer's policy, insurance contracts are construed in accordance with their plain and ordinary meaning, and ambiguities are construed in favor of the insured. See Hammer v. Lumbermen's Mut. Cas. Co., 214 Conn. 573, 584 (1990). The policy's statement that it covers "enforcement of intellectual property rights" on its face encompasses affirmative litigation by the insured to vindicate its copyrights. There is no reasonable basis for reading this language as limited to defensive postures when the policy expressly contemplates the insured's prosecution of enforcement claims.
B. Covered Costs — Scope of Reimbursable Expenses
Assuming the IP enforcement grant applies to this matter, the next question is the scope of costs that are reimbursable under the policy. We address each category of anticipated costs in turn.
Outside Counsel Fees. Calderwood & Harkness LLP has been engaged as Aurelius's U.S. Intellectual property counsel for this matter. The engagement team includes the following attorneys and their current standard hourly rates:
The policy's treatment of outside counsel fees will depend on whether it contains rate caps, billing guidelines, or requirements for pre-approval of counsel selection. Some IP enforcement policies permit the insured to select counsel of its choice, subject to the insurer's approval (not to be unreasonably withheld), while others require the use of insurer-approved panel counsel. If the Fortbridge policy contains a rate cap or requires pre-approval, Aurelius should submit Calderwood & Harkness's engagement letter and rate schedule to Fortbridge as part of the notice and approval process. If pre-approval is required and the insurer objects to counsel selection or rates, Aurelius may need to negotiate with Fortbridge or, if necessary, assert its right to independent counsel under applicable law.
Expert Costs. The three expert firms retained or anticipated to be retained for this matter — CipherTrace Analytics, LLC ($175,000 estimated), Lexington IP Services ($28,500 estimated), and Hargrove Economic Consulting Group, LLC ($95,000 estimated) — are standard categories of expert support in copyright enforcement litigation. The policy's IP enforcement coverage expressly includes "expert and consultant costs," and there is no indication that the types of experts retained fall outside the scope of covered services. However, some policies require prior insurer approval before the insured retains experts, and the insurer may have the right to review and approve expert budgets. We recommend submitting the expert engagements and estimated costs to Fortbridge for approval concurrently with the Notice of Claim.
Pre-Suit Budget Adequacy. The estimated pre-suit budget of $485,000 in Calderwood & Harkness fees, plus $298,500 in expert costs, totals approximately $783,500 before any litigation filing. This amount is well within the $25 million per-occurrence limit and represents approximately 3.1% of the available per-occurrence coverage. Even if litigation costs escalate significantly through filing, discovery, and trial, the per-occurrence limit should provide more than adequate coverage for the anticipated enforcement costs.
Success Fee Component. The Calderwood & Harkness engagement agreement includes a success fee component: a fee equal to 5% of any recovery above $20 million, capped at $2 million. This success fee is contingent upon the outcome of the litigation and is payable only if Aurelius achieves a recovery in excess of the $20 million threshold. The coverage of this component presents a more complex question. Some IP enforcement policies define covered costs as "reasonable and necessary" fees and expenses incurred in the prosecution of the enforcement action, and a contingent success fee may or may not fall within that definition depending on the policy's terms. An insurer may argue that a success fee is not a "cost" of enforcement but rather a bonus or profit-sharing arrangement that is not covered. Conversely, Aurelius can argue that the success fee is a component of the negotiated fee arrangement with counsel, represents a reasonable market practice for high-value intellectual property enforcement matters, and is a "cost" incurred by the insured in connection with the enforcement action. This issue should be flagged in the Notice of Claim and addressed with Fortbridge early in the coverage dialogue to avoid a post-recovery dispute.
C. Recovery/Subrogation Considerations
If Aurelius succeeds in its enforcement action and recovers damages from StreamNow and the other defendants, the recovery may have implications for Fortbridge's coverage obligations. Several issues warrant analysis.
Subrogation. Most liability and enforcement insurance policies contain subrogation provisions granting the insurer a right of subrogation against third parties from whom the insured recovers funds. If Fortbridge advances enforcement costs to Aurelius and Aurelius subsequently recovers damages from StreamNow (preliminary estimate: $41.3 million net recoverable), the policy may require Aurelius to reimburse Fortbridge for the enforcement costs advanced, to the extent of any recovery. The specific mechanics of the subrogation provision — including whether the insurer's right attaches to the insured's recovery before or after the insured is made whole — will need to be evaluated in the context of the full policy language.
Attorney's Fee Recovery Under 17 U.S.C. § 505. Under the Copyright Act, a prevailing party in a copyright infringement action may recover reasonable attorney's fees from the losing party, at the court's discretion. 17 U.S.C. § 505. For the 189 timely-registered titles, Aurelius is eligible to seek an award of attorney's fees. If Aurelius obtains a fee award from StreamNow, the insurer may argue that the fee recovery should offset or reduce the insurer's obligation to reimburse Aurelius for enforcement costs. Aurelius should be prepared to address this issue and to argue that any fee recovery from the defendant is a separate benefit of the litigation and does not reduce the insurer's independent contractual obligation to cover enforcement costs. The resolution of this issue will depend on the specific policy language governing the interaction between the insured's recovery and the insurer's payment obligations.
Net Coverage Obligation. Taking all of these factors into account, the insurer's net coverage obligation may be reduced by any recovery of enforcement costs from the defendant, depending on the policy's subrogation, reimbursement, and "other recovery" provisions. We recommend that Aurelius and Calderwood & Harkness coordinate billing and cost-tracking carefully to ensure that all enforcement costs are documented and that any recovery of fees from the defendant is properly allocated between insured and uninsured costs.
D. Potential Exclusions
Several potential exclusions in the Fortbridge policy could limit or preclude coverage for the StreamNow enforcement action. We address each in turn.
Known Loss / Prior Knowledge Exclusion. Many claims-made and occurrence-based policies contain a known loss or prior knowledge exclusion, which precludes coverage for claims or losses that the insured knew about or reasonably should have known about prior to the inception of the policy period. Aurelius's internal discovery of the StreamNow infringement occurred on October 15, 2025, when Lena Kowalski, Director of Content Operations at AMA, identified unauthorized Aurelius content appearing on the StreamNow platform during a routine content audit. If the policy's inception date or most recent renewal date falls after October 15, 2025, the known loss exclusion could potentially be invoked by Fortbridge to argue that Aurelius was aware of the infringement before the policy attached and therefore cannot claim coverage for a "known loss." Conversely, if the policy inception predates October 15, 2025 — and the infringement itself commenced as early as April 1, 2024 — the infringement was occurring during the policy period before Aurelius became aware of it, and the known loss exclusion should not apply. This analysis will require confirmation of the precise policy dates.
Related Claims / Prior Acts Exclusion. The insurer may seek to invoke a related claims or prior acts exclusion based on the connection between the StreamNow infringement and Ogilvie's earlier employment at AMA and his separation on June 30, 2021. During the investigation, it was determined that Ogilvie had unauthorized access to AMA's content management systems, and an internal investigation was conducted following his departure. If the policy contains a prior acts exclusion that excludes claims arising from or related to matters known to the insured before a specified prior acts date, the insurer could argue that the Ogilvie situation was a known prior act that should have been disclosed at policy inception. Aurelius's response to this argument should emphasize that the unauthorized distribution of content through MDD and StreamNow was not known or reasonably foreseeable at the time of Ogilvie's separation, that the internal investigation following his departure did not reveal the specific infringement scheme now at issue, and that the StreamNow infringement is a distinct and independent claim that does not constitute a "related claim" to Ogilvie's employment separation.
Contractual Liability Exclusion. Some liability policies contain a contractual liability exclusion that precludes coverage for claims arising from breach of contract. If Aurelius's claims against Ogilvie include a claim for breach of his separation agreement or post-employment restrictive covenants, the insurer could argue that those claims fall within the contractual liability exclusion and are not covered. However, the core claims in this matter are copyright infringement claims, not contract claims. To the extent the enforcement action includes a breach of contract claim against Ogilvie as a supplemental theory, the contractual liability exclusion may apply only to that specific claim and should not affect coverage for the copyright enforcement claims that constitute the primary basis of the action. We recommend that the enforcement complaint be drafted to emphasize the intellectual property enforcement nature of the claims and to treat any breach of contract theory as secondary and supplemental.
Intentional Acts Exclusion. Most liability policies exclude coverage for losses arising from the insured's own intentional or willful conduct. This exclusion typically applies to the insured's own intentional acts, not to intentional acts committed by third parties against the insured. In this matter, Aurelius is the victim of intentional infringement, not the perpetrator. The intentional acts exclusion should therefore not apply. If Fortbridge attempts to invoke this exclusion, Aurelius should argue that the exclusion is inapplicable on its face because the intentional conduct at issue is that of the defendants (StreamNow, MDD, and Ogilvie), not the insured.
Territorial Limitations. The policy may contain territorial limitations restricting coverage to enforcement actions brought in specified jurisdictions. The primary enforcement action will be filed in the United States District Court for the Central District of California, which should fall within any U.S.-territory coverage grant. However, the infringement at issue has occurred across 14 countries in which StreamNow operates, and the four FAST channel sublicensees are located in Texas, Florida, Canada, and Australia. If Aurelius ultimately pursues enforcement actions in non-U.S. jurisdictions (e.g., in Canada against Velvet Stream Partners, LP, or in Australia against Pacific Lantern Digital Pty Ltd), the territorial scope of the policy's coverage will become directly relevant. For the present analysis, we assume that the U.S. enforcement action is the primary proceeding and that territorial limitations are unlikely to preclude coverage for the U.S. litigation. International proceedings, if any, will require separate coverage analysis.
Subsidiary Coverage. The enforcement action arises in substantial part from activities conducted through Aurelius Media Americas, Inc. — the employment of Ogilvie, the content management operations, and the U.S. licensing relationships. AMA is identified as an additional insured under the policy, but coverage for additional insured subsidiaries is often subject to specific conditions, such as a requirement that the subsidiary be identified by name in the policy or that it meet certain ownership or control thresholds. We recommend confirming with Calder & Whitfield that AMA is properly scheduled as an additional insured under the policy and that there are no conditions or limitations on subsidiary coverage that would affect AMA's status.
V. Notice Requirements
A. Timing of Notice
The policy's notice provisions are among the most critical elements of the coverage analysis. Failure to provide timely notice to the insurer can result in a partial or complete forfeiture of coverage rights, depending on the governing law and the specific policy language. Under Connecticut law, an insurer seeking to disclaim coverage based on late notice bears the burden of demonstrating that it was prejudiced by the delay. See Adriatic Specialty Insurance v. Murphy, 206 Conn. 409, 420 (1988). However, some policy forms contain notice provisions that are treated as conditions precedent to coverage, in which case late notice may result in forfeiture regardless of prejudice.
The policy likely requires that the insured provide notice to the insurer "as soon as practicable" or within a specified number of days (commonly 30 or 60 days) after the insured becomes aware of a claim or potential claim. The key dates in the chronology for purposes of notice analysis are as follows:
• October 15, 2025: Lena Kowalski, Director of Content Operations at AMA, discovers unauthorized Aurelius content on the StreamNow platform during a routine content audit.
• October 22, 2025: Kowalski escalates the discovery to Fiona Hartwell, General Counsel, at Aurelius's London headquarters. Hartwell authorizes the initiation of an internal investigation.
• November 18, 2025: Aurelius engages Bexley Marsh Solicitors LLP (14 Bedford Row, London WC1R 4ED) as UK counsel for preliminary assessment of the infringement and strategic advice on enforcement options.
• December 5, 2025: Bexley Marsh recommends engagement of experienced U.S. Intellectual property counsel, given that the infringement is primarily U.S.-based and the likely enforcement venue is the U.S. federal courts.
• January 8, 2026: Aurelius contacts Calderwood & Harkness LLP to discuss potential engagement for the U.S. enforcement action.
• February 12, 2026: Engagement of Calderwood & Harkness LLP is formally opened (Matter No. 1017-00003).
As of the date of this memorandum (February 24, 2026), approximately four months and nine days have elapsed since Aurelius first discovered the infringement on October 15, 2025. If the policy requires notice "as soon as practicable," the question is whether the four-month gap between discovery and tender constitutes unreasonable delay.
Several factors support the argument that the delay is reasonable and should not jeopardize coverage. First, the insured needed to conduct a reasonable investigation to determine the scope and nature of the claim before tendering. The infringement involved 217 titles across multiple platforms and sublicensees, and Aurelius could not have provided a meaningful notice to the insurer without first understanding the extent of the unauthorized exploitation. Second, Aurelius acted diligently in pursuing the investigation: internal escalation occurred within one week of discovery (October 22, 2025), UK counsel was engaged within approximately one month (November 18, 2025), UK counsel recommended U.S. counsel engagement within approximately three weeks (December 5, 2025), and U.S. counsel was contacted approximately one month later (January 8, 2026). Each step in the chain represents a reasonable progression of the investigation. Third, the formal engagement of Calderwood & Harkness on February 12, 2026, and the preparation of this coverage analysis memorandum, reflect the insured's intent to tender notice promptly once U.S. counsel has been retained and the claim has been sufficiently developed to present to the insurer.
Nonetheless, the four-month gap carries inherent risk. An insurer may argue that the insured's awareness of a potential claim triggered the notice obligation immediately upon discovery, and that the insured's decision to spend four months investigating before notifying the insurer was unreasonable. To minimize this risk, we recommend that Aurelius tender notice to Fortbridge immediately and no later than March 1, 2026. The notice letter should explain the investigative timeline and the reasons for the interval between discovery and tender, emphasizing the complexity of the infringement scheme and the need for thorough investigation before notice could be meaningfully provided.
B. Form of Notice
The Notice of Claim letter to Fortbridge should be a comprehensive, professionally drafted document that satisfies all of the policy's notice requirements. Based on our experience with similar Fortbridge placements and standard market practice, the notice should include the following:
1. A clear identification of the policy by number (FSI-ML-2024-07821) and the named insured (Aurelius Global Media Group PLC);
2. A detailed description of the claim, including the nature of the infringement, the identity of the infringers, the affected works, the infringement period, and the date of discovery;
3. Identification of all adverse parties: StreamNow Holdings, Inc.; Meridian Digital Distributors, LLC; Franklin Ogilvie; Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd;
4. A description of the estimated exposure, including the preliminary damages estimate ($41.3 million) and the estimated enforcement costs;
5. Identification of retained counsel (Calderwood & Harkness LLP) and retained experts (CipherTrace Analytics, LLC; Lexington IP Services; Hargrove Economic Consulting Group, LLC), with a request for pre-approval if required by the policy;
6. A description of the enforcement strategy, including the proposed filing of a copyright infringement action in the United States District Court for the Central District of California;
7. A request for confirmation of coverage and for the insurer to identify a claims adjuster or coverage counsel to manage the claim; and
8. A reservation of the insured's rights under the policy, including the right to assert additional bases for coverage as the facts develop.
The notice should be addressed to Fortbridge's claims department at 280 Trumbull Street, Hartford, CT 06103, with copies sent to Calder & Whitfield Insurance Brokers Ltd. at 71 Fenchurch Street, London EC3M 4BS, United Kingdom, Attention: Aurelius Account Team. The notice should be sent by overnight courier with signature confirmation, and a duplicate should be transmitted by email to the Fortbridge claims intake address and the Calder & Whitfield account manager.
Catherine Bloom is preparing a draft of the Notice of Claim letter for review by Marcus Delgado and Fiona Hartwell. We recommend that the draft be circulated for review no later than February 27, 2026, to allow for finalization and transmission by the March 1, 2026 target date.
C. Cooperation Requirements
The policy likely contains cooperation provisions requiring the insured to cooperate with the insurer in the investigation, defense, and prosecution of the claim. In the context of an affirmative enforcement policy, cooperation requirements typically include:
• An obligation to provide the insurer with all relevant documents, including the engagement letter, expert retention agreements, litigation budgets, and significant pleadings;
• An obligation to keep the insurer informed of material developments in the enforcement action, including settlement discussions, court rulings, and changes in estimated exposure;
• An obligation to obtain the insurer's consent before incurring litigation costs above specified thresholds (if the policy contains cost-approval provisions);
• An obligation to obtain the insurer's consent before settling the claim or entering into any compromise agreement with the defendants; and
• A prohibition on taking any action that prejudices the insurer's rights, including the insurer's subrogation rights.
With respect to counsel selection, some enforcement policies give the insurer the right to appoint or approve counsel to prosecute the enforcement action on behalf of the insured. If the Fortbridge policy contains such a provision, Aurelius should promptly request approval of Calderwood & Harkness LLP as enforcement counsel. If the insurer objects or proposes alternative panel counsel, Aurelius may need to negotiate the issue or assert its right to independent counsel. Under Connecticut law, where the insured's and insurer's interests are aligned (as they are in an affirmative enforcement context, where both parties benefit from a successful prosecution), the insurer's right to control or influence counsel selection may be more limited than in a defensive coverage context.
We recommend that Fiona Hartwell and the Aurelius risk management team be briefed on the cooperation requirements and that a protocol be established for sharing information with Fortbridge in a manner that is consistent with the policy requirements while also preserving attorney-client privilege and work product protections for the underlying enforcement litigation.
VI. Coordination with UK Counsel Costs
Aurelius engaged Bexley Marsh Solicitors LLP, located at 14 Bedford Row, London WC1R 4ED, on November 18, 2025, to provide a preliminary UK-side assessment of the infringement and to advise on enforcement strategy. Bexley Marsh is a well-regarded London firm with a strong media and entertainment practice, and its engagement was a reasonable and prudent step in the investigation of a complex, multi-jurisdictional infringement scheme.
The question arises whether the Fortbridge policy covers UK counsel costs incurred before the formal U.S. engagement. The Bexley Marsh engagement was part of the same claim investigation — the firm was retained specifically to assess the StreamNow infringement and to recommend a course of action — and the costs incurred by Bexley Marsh are arguably "reasonable and necessary costs incurred by the insured in enforcing its intellectual property rights" within the meaning of the policy.
However, several factors may weigh against coverage for the UK counsel costs. First, if the policy has territorial limitations restricting coverage to enforcement actions in U.S. courts or proceedings brought in specified jurisdictions, UK counsel costs incurred for UK-side assessment and advice may fall outside the geographic scope of the coverage grant. Second, the policy may limit covered costs to costs incurred in connection with a "covered enforcement action," which may be defined to require the filing or threatened filing of an enforcement proceeding. If the Bexley Marsh engagement was purely investigative and advisory — and did not involve the prosecution or threatened prosecution of an enforcement action in any jurisdiction — the costs may not be covered.
We recommend including the Bexley Marsh in the Notice of Claim as part of the insured's overall enforcement costs and requesting that Fortbridge confirm whether such costs are covered. If Fortbridge takes the position that UK counsel costs are excluded, Aurelius should be prepared to argue that the Bexley Marsh engagement was a necessary predicate to the U.S. enforcement action and that the costs are covered as reasonable investigation costs under the policy. In the alternative, Aurelius should assess whether any other insurance program (e.g., a UK-based professional indemnity or litigation costs policy) might respond to the UK counsel fees.
VII. Interaction with Aurelius's Other Insurance Programs
As a publicly listed multinational media company, Aurelius maintains a comprehensive insurance program that includes multiple lines of coverage. Aurelius's auditors, Whitmore & Pryce LLP, located at 25 Old Broad Street, London EC2N 1HQ, are responsible for reviewing the company's insurance program in connection with the annual audit. We recommend that Fiona Hartwell coordinate with Aurelius's risk management function and, if necessary, with Whitmore & Pryce to identify any other insurance policies that could provide concurrent or excess coverage for the enforcement costs at issue.
Potentially relevant lines include:
• General commercial liability ("CGL") insurance: A standard CGL policy typically covers defense costs and indemnity for third-party claims of bodily injury or property damage, and generally does not cover intellectual property enforcement costs. However, some CGL policies include advertising injury or personal and advertising injury coverage that may be implicated in cases involving infringement of intellectual property. The CGL policy is unlikely to provide primary coverage for the StreamNow enforcement action, but its terms should be reviewed to confirm.
• Directors and officers ("D&O") liability insurance: A D&O policy covers directors and officers against claims arising from their management activities. It is not directly relevant to the enforcement of Aurelius's copyrights against third parties, but to the extent that the infringement scheme involves allegations of management failures (e.g., inadequate supervision of Ogilvie, failure to secure content management systems), the D&O policy could theoretically be implicated if derivative claims are asserted against Aurelius's directors or officers. This is a secondary concern at present.
• Crime or fidelity insurance: If Aurelius maintains a crime or fidelity policy that covers losses arising from employee dishonesty or theft, the Ogilvie situation may trigger coverage under such a policy for losses attributable to Ogilvie's unauthorized access to and misappropriation of Aurelius content. This is a separate coverage analysis that should be conducted independently.
The Fortbridge policy likely contains an "other insurance" clause that specifies how coverage under the Fortbridge policy interacts with any parallel or concurrent coverage under other policies. Typical "other insurance" provisions specify whether the policy responds on a primary, excess, or pro rata basis relative to other available insurance. If the Fortbridge policy is primary for IP enforcement costs, it would respond first, and any other applicable insurance would respond on an excess or supplementary basis. If the policy contains an escape clause or excess clause, the analysis becomes more complex, as each insurer may attempt to assert that its policy is excess over the other.
We recommend that a comprehensive insurance program review be conducted, in coordination with Calder & Whitfield and Aurelius's risk management team, to ensure that all available coverage is identified and that the "other insurance" provisions of each policy are properly coordinated. This review should be completed before or concurrently with the tender of notice to Fortbridge.
VIII. Budget and Coverage Adequacy
Based on the cost estimates set forth in Section II.C above, the anticipated enforcement costs are as follows:
If the enforcement action proceeds through filing of the complaint, discovery (including e-discovery and document review), expert depositions, dispositive motion practice, pretrial preparation, and trial, total costs will increase substantially. Based on our experience with comparable copyright enforcement actions involving large content libraries and multiple defendants, we estimate that total litigation costs through trial could range from $3 million to $6 million, depending on the complexity and length of the proceedings, the number of defendants, and whether the case is resolved before trial.
The $25 million per-occurrence limit is likely more than sufficient for the anticipated enforcement costs, even in a worst-case scenario. At the high end of our cost estimate ($6 million), the enforcement costs would represent only 24% of the per-occurrence limit. Additionally, if the matter is characterized as involving multiple occurrences — for example, if the insurer argues that each separate title or each separate sublicensing relationship constitutes a distinct occurrence — the aggregate limit of $50 million provides additional headroom to cover the total enforcement costs across all occurrences.
The retainer of $150,000 already received from Aurelius on February 14, 2026, should be reconciled with any insurance reimbursement obligations. If Fortbridge confirms coverage and begins reimbursing enforcement costs, the retainer may be credited against Aurelius's self-insured retention (if applicable) or returned to the client to the extent that the insurer assumes responsibility for covered costs going forward. The billing partner, Catherine Bloom, should establish a protocol for tracking and segregating covered and non-covered costs to facilitate the reimbursement process.
IX. Risks and Uncertainties
While our preliminary analysis is favorable, several risks and uncertainties could affect the outcome of the coverage analysis:
1. Late notice risk. The approximately four-month gap between discovery of the infringement (October 15, 2025) and the anticipated tender of notice (March 1, 2026 at the latest) creates a risk that Fortbridge may assert late notice as a basis for disclaiming or limiting coverage. Although we believe the delay is defensible given the complexity of the claim and the reasonable investigation undertaken by Aurelius, the risk cannot be eliminated. Under Connecticut law, the insurer must demonstrate prejudice from late notice to disclaim coverage, which mitigates the risk somewhat, but the analysis is fact-specific and the outcome is uncertain.
2. Possible insurer challenge to the affirmative enforcement reading. Although the policy's IP enforcement endorsement appears to cover affirmative enforcement actions on its plain terms, Fortbridge may take a narrower reading of the policy language and argue that the endorsement is limited to certain categories of enforcement actions or that it requires satisfaction of additional conditions not apparent from the binder summary. A full review of the p

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MATTER NO.: 1017-00003

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