Protecting and Preserving Shareholder Equity Value Is Your Responsibility as an Independent Director on the Board.

In engaging a financial advisor to assess any significant transactions, it is crucial to consider five key qualities of an SEC-registered investment banking firm:

1) A wealth of experience and transactional expertise at the individual professional level rather than the superficial level of the 'firm.' This ensures that the senior banker personally involved with you applies the right skills to your specific challenge.

2) Unquestionable independence, free from any conflict of interest—real or perceived—in the transaction's outcome or any past or potential future engagements with any involved parties.

3) A seasoned advisor capable of creative problem-solving to amend a proposed transaction that is inequitable to shareholders, making it equitable while minimally altering the original transaction's intent.

4) An advisor with a deep understanding of the legal framework governing extraordinary transactions, including potential claims and challengers, and the legal venues where such challenges may arise.

5) An advisor who reinforces independent financial counsel with fairness opinions, supported by empirical analysis that strategically defends against legal challenges.

With a background as a lead investment banker and securities lawyer, I bring over thirty years of frontline experience in sophisticated public transactions. I have been involved in numerous public and private deals, evaluated hundreds more, and conducted thousands of executive interviews.

I am equipped to instruct you on the necessary actions from a transaction-structuring standpoint to preserve and enhance shareholder equity. Additionally, I can show you how to design evidence through documentation and analysis that you have fulfilled this duty.

Alternatively, my firm is prepared to formally engage and undertake this responsibility on your behalf.