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Extract to table / draft-special-committee-charter.docx
draft-special-committee-charter.docx
Parties
Harkness LLP
AURELIUS GLOBAL MEDIA GROUP PLC
Corvus Peak Capital Partners LP
Hargrove Tate Partners LLC
Delaware General Corp
Unocal Corp
American General Corp
Kessler Marsh Advisory LLP
Dates
March 18, 2024
March 8, 2024
January 18, 2024
February 26, 2024
February 12, 2024
March 1, 2024
March 12, 2024
March 15, 2024
March 22, 2022
June 7, 2024
Amounts
$750,000
$250,000
Obligations
The Committee shall approach the activist response with an open mind, evaluating Corvus Peak's proposals on their merits while also safeguarding the interests of all shareholders
3 — Fiduciary Standard In discharging its responsibilities under this Charter, each member of the Committee shall act in accordance with the fiduciary duties of care and loyalty owed to the Company and its shareholders under Delaware law
The Committee shall endeavor to conduct its proceedings and make its recommendations in a manner that would withstand enhanced judicial scrutiny, including under the Unocal Corp
The Committee shall maintain contemporaneous records of its deliberations and the bases for its decisions to facilitate any future judicial review
2 — Chair Tobias Kessler shall serve as Chair of the Committee
3 — Independence Requirements Each member of the Committee must satisfy the independence requirements of the NYSE Listed Company Manual (including Section 303A