Extract to table

Most critically, the Proposed Letter omits an express fiduciary-out provision—an omission that, in C&H's view, must be remedied before execution

The strategic alternatives review is a Board-level initiative, and the Board must maintain exclusive control over the process, the information flows, and the ultimate decision-making authority

Stonebridge shall not take direction from, or report to, the management of AGMG unless expressly authorized in writing by the Board or the Special Committee

the closing must have occurred—before the transaction fee becomes payable

The tail fee provisions must be structured so that they do not, as a practical matter, constrain the Board's ability to exercise its fiduciary duties post-termination

C&H Commentary and Recommendation This is a material omission that must be addressed before the engagement letter is executed