Chapter 4

1697 Words
I read Elena’s messages again in the elevator. Charles is at the lawyer’s office. He says he has a right to see the will. He knows your name is in it. He’s asking what you were left. There are three dots under the last message, like she might send something else. I wait until the elevator doors open. Nothing comes. The board meeting starts at nine. I have a briefing to prepare for Damien, two calls from the lender to return, and an email from Miranda Wolfe’s assistant confirming that she’ll attend. I type a reply to Elena asking her to call me after the meeting. Then I put my phone away. It’s fine. I can handle one thing at a time. There’s nothing to be worried about. It’ll all be sorted out. The problem is that one thing keeps becoming two and two things six. I spread the board papers across the conference table. Damien’s notes are already there, along with the latest debt report and a draft proposal for restructuring the Westbridge division. He plans to argue that the board has no reason to interfere with his decisions. Miranda, his stepmother, thinks otherwise. I skim the briefing he sent me and make a list of questions the board might ask. The lender’s extension is still conditional. The last quarter came in below target. The company has spent too much on two divisions that are not bringing in enough money. If I were on the board, I’d ask about those first. So I put them first. Damien enters with his jacket over one arm and a cup of coffee in his hand. “Is the briefing ready?” “Almost.” He looks at the papers. “What’s missing?” “I’m checking the old agreements. The board packet doesn’t include the original shareholder terms.” “We’re not discussing the original terms.” “Miranda might.” He sets his coffee beside the folder. “Those agreements are outdated.” “Some of them have renewal clauses.” “Eva, I’ve reviewed them.” “Okay.” He looks at me for a second, as if waiting for me to argue. I don’t. It’s obviously not in my place. He picks up the draft briefing and reads the first page. “Where’s the debt summary?” “I’m adding the latest lender figures now.” “Keep it short. I don’t want to lose the room in the details.” “Got it.” He heads back to his office. I watch the door close, then turn to the company archive. The old shareholder agreements are stored in a folder marked LEGACY. Most of them are scanned crooked, with coffee stains and black lines running through the text. I open the first one. It’s from before Damien took over as CEO. The second is an amendment. The third is the contract I need. I scan the section about major transactions. Any sale of a division above a certain value requires a majority board vote. Damien’s proposal calls Westbridge a “strategic partnership,” not a sale. The way he describes it, the company will transfer most of the division’s assets but keep a small stake. That sounds like a sale to me. I check the amendment date. The clause is still active. There’s a handwritten note in the margin, too faint to read on the scan. I download the original file and zoom in. Board approval required for transfer of substantially all operating assets, regardless of label. I lean back. Well. That’s not ideal. I print the page and take it to Damien’s office. He’s on a call, so I wait outside with the document in my hand. Through the glass, I see him listening to someone on the other end. His eyebrows draw together. He taps his pen twice against the desk. When he hangs up, he waves me in. “I found something in the old shareholder agreement,” I say. “The Westbridge proposal may need a board vote.” He takes the page. “This is from the original agreement.” “The amendment kept the clause active.” “Who prepared this scan?” “I checked the original file. The wording is there.” He reads it again. “The transfer isn’t a sale.” “It says the board’s approval applies regardless of what the transaction is called.” “That language is broad.” “It’s also clear.” He sets the page down. “The board has approved similar deals before.” “Not this one. This transfers most of Westbridge’s operating assets.” He looks at me. “Did you check the prior transactions?” “I’m checking them now.” “Then do that before you put this in the briefing.” “I was going to explain the note in the margin.” “I don’t need a margin note. I need a clear answer.” The words aren’t loud, but they land. “I’ll find the prior approvals.” “Good. Keep the briefing focused on why the board should support the restructuring.” I go back to the conference room. For the next twenty minutes, I search the records for earlier transfers. I find two that look similar. Both had board approval. One was signed by Damien. The other was signed by his father. I add the approvals to the briefing. The old clause doesn’t make the Westbridge deal impossible, but it means Damien can’t claim the board has no say. Miranda can use that point to challenge him. At eight fifty, the board members begin to arrive. Miranda comes in with a black leather folder and a smile that never reaches her eyes. She’s dressed in a fitted gray suit. Her hair is pinned back so tight, it draws her face with it, and not one strand is out of place. “Good morning, Eva,” she says. “Good morning.” I answer hesitantly. I don’t trust her, neither does Damien, so my guard is always up. “Damien prepared the briefing?” “I organized the materials.” Her eyes settle on the page in my hand. “And what did you find?” “An old approval clause that may affect the Westbridge proposal.” She doesn’t blink. “How useful.” Damien walks in before I can answer. “Miranda.” “Damien.” She takes her seat across from him. “I hope you have more than confidence to offer us today.” He smiles without warmth. “I have a plan.” The meeting begins with the quarterly numbers. Damien speaks about the lender extension, the cost reductions, and the proposal for Westbridge. He is calm and clear. The board members listen. Miranda waits until he finishes. “Who approved this transfer?” she asks. “We haven’t signed it,” Damien says. “That wasn’t my question.” “The terms are still under review.” She opens her folder. “The shareholder agreement requires board approval for the transfer of substantially all operating assets, regardless of how the transaction is labeled.” I feel my fingers tighten around the pen. Damien glances at me, then back to Miranda. “That clause doesn’t apply here.” “It appears to.” “I checked the agreement,” one of the directors says. “Miranda is right about the language.” The room shifts. A few board members look down at their papers. One turns to Damien. “Why wasn’t this included in your briefing?” Damien doesn’t answer right away. I look at the copy of the agreement in front of him. He knows the wording. I gave it to him. He knows I found it before Miranda brought it up. He has the page with the handwritten note and the old approvals. “It’s included in the supporting documents,” he says. “Not in the main briefing,” the director replies. Miranda rests her hands on the table. “This is exactly why we need stronger oversight. Damien continues to make decisions without understanding the limits of his authority.” “That’s not what happened,” Damien says. “Then explain the clause.” He gives the board a clear account of the prior approvals and says the company can still move forward if the board votes. It’s a good answer. It keeps the proposal alive, but it doesn’t stop Miranda from calling for a review of Damien’s authority. The board chair asks for a vote on whether to form a special committee. Damien looks around the table. A few members hesitate. Miranda’s expression stays smooth. The motion passes by one vote. The meeting breaks. Chairs scrape back and people gather their papers. Damien remains seated, reading the clause again. I step toward him. “I found the earlier approvals,” I say. “They show the board signed off on both similar transfers. I was going to explain that the clause doesn’t block the deal, but—” “Not now, Eva.” He closes the folder and stands. “I can send you the records.” “Send them to my office.” “I also found the margin note. It was written by the company secretary when the amendment was renewed.” “Just send the documents.” He says angrily and walks out before I can explain the rest. For a moment, I stand beside the table with the papers pressed to my chest, trying my best to not cry on that spot. Not here. Never here. Then Miranda steps close enough that the others can’t hear us. “You’re very good at finding things,” she says. I keep my face still. “I just checked the records.” “Of course.” She gathers her folder. “Try not to let Damien take all the credit for it.” I don’t answer. Her smile widens by a fraction before she leaves. My phone buzzes in my pocket. Elena has sent another message. Call me now. Charles has filed an emergency request to freeze the estate.
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