Chapter 5 - The Divorce Papers Hide A Voting Trap
Rosalie’s attorney reviewed the divorce settlement.
The fifty-million-dollar offer was not merely ungenerous relative to the
marital estate.
It was tied to the shareholder resignation.
If Rosalie signed both documents together, she would waive preemptive
rights connected to a planned issuance of preferred shares.
Those preferred shares carried enhanced voting rights.
Bianca had prepared the board materials for that issuance.
The proposed buyer was North Vale Partners.
Rosalie knew the name.
North Vale was controlled by Garrett’s college friend, Daniel Westcott.
If completed, the deal would dilute Rosalie economically and shift
voting control toward Garrett’s allies.
Dilution itself was not automatically improper.
Companies issue new shares for legitimate reasons.
The question was process, valuation, disclosure, and purpose.
The board had not received an independent fairness opinion.
Several directors had only seen the documents that morning.
Rosalie asked Thomas whether he knew the divorce settlement was linked
to the shareholder waiver.
He did not.
Garrett said it was a coincidence.
Rosalie’s lawyer disagreed.
Both documents had been drafted by the same outside attorney within
hours of each other.
The attorney represented Garrett personally, not the company.
That distinction created immediate governance concerns.
Thomas adjourned the meeting.
No dilution vote.
No Blue Horizon approval.
No forced signature.
Garrett followed Rosalie into the hallway.
“You planned this.”
“No.”
“You walked in knowing the loan would stop me.”
“I walked in knowing you were about to make a mistake.”
“You could have warned me.”
Rosalie looked at him.
“You handed me divorce papers in front of twelve shareholders.”
Garrett flinched.
She continued:
“You weren’t asking for advice.”
Then Bianca appeared at the far end of the hall.
Her eyes were red.
On her phone screen, Rosalie saw a message preview from Garrett.
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DON’T WORRY. ONCE R’S SHARES ARE HANDLED, WE’RE FREE.
The affair was no longer a suspicion.
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