"no shareholder would ever know the details of the deal"

Not true. Sign a CA and you can read all the redacted monitor reports and probably the VZ deal terms.

But in any case even with Gowling no shareholder (who hasn't signed a CA) knows the details of the deal, not even the opt in committee members (apart from those who have signed a CA - I think it is only one but it could be more, they don't seem to tell us much).

Has Gowling promised to prevent the payout going to zero? If they do that how much do they get paid? If shareholders get exactly what the waterfall agreement legally requires how much do Gowling get?

(These are genuine questions - I'm not an opt in so don't know their terms.)