Certain Relationships and Potential Conflicts of Interest
Following the distribution by MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as “MSG Knickerbockers”) of all of the issued and outstanding shares of the common stock of MSG Rangers Corp. (formerly MSGS Spinco, Inc. and referred to herein as “MSG Rangers”) to its stockholders (the “MSG Rangers Distribution”), there are, and may in the future be, overlaps between certain officers of Madison Square Garden Entertainment Corp. (the “Company”), on the one hand, and Sphere Entertainment Co. (“Sphere Entertainment”), MSG Knickerbockers, MSG Rangers or AMC Global Media Inc. (“AMC Global Media”), on the other hand. The Company’s Executive Chairman and Chief Executive Officer, James L. Dolan, also serves as the Executive Chairman and Chief Executive Officer of Sphere Entertainment, MSG Knickerbockers and MSG Rangers and as Non-Executive Chairman of AMC Global Media. Furthermore, eight of the Company’s directors also serve as directors of Sphere Entertainment, seven of the Company’s directors also serve as directors of MSG Knickerbockers, four of the Company’s directors also serve as directors of MSG Rangers and three of the Company’s directors also serve as directors of AMC Global Media. In addition, the Company’s Executive Vice President and Chief Legal Officer, Allen Lo, also serves as Executive Vice President and Chief Legal Officer of Sphere Entertainment.
The overlapping directors and officers may have actual or apparent conflicts of interest with respect to matters involving or affecting the Company, on the one hand, and Sphere Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media, on the other hand. For example, there will be the potential for a conflict of interest when the Company or Sphere Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Sphere Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media, on the one hand, and the Company, on the other hand. In addition, certain of the Company’s officers and directors own Sphere Entertainment, MSG Knickerbockers, MSG Rangers and/or AMC Global Media stock, restricted stock units, performance stock units, stock options and/or performance stock options. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Company, Sphere Entertainment, MSG Knickerbockers, MSG Rangers or AMC Global Media.
Certain provisions of the Company’s articles of incorporation (the “Overlap Provisions”) acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of MSG Knickerbockers, Sphere Entertainment or AMC Global Media (together, the “Overlap Persons”), and that the Company may engage in material business transactions with such entities and provides that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of restricted corporate opportunities set forth in the Overlap Provisions, provided that the Company is directly engaged in such business at the relevant time) to MSG Knickerbockers, Sphere Entertainment or AMC Global Media instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. The Overlap Provisions also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and MSG Knickerbockers, Sphere Entertainment or AMC Global Media and, to the fullest extent permitted by law, provide that the actions of the Overlap Persons in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
As a result of the MSG Rangers Distribution, the Board has adopted an overlap policy to extend the foregoing provisions to directors and officers of the Company who serve as directors, officers, employees or agents of MSG Rangers or its subsidiaries.
