Chapter 4 - Richard Found a Second Problem
Richard contacted Whitmore’s general counsel that evening.
Claire listened from her bed while he kept the call on speaker.
The corporate attorney, Helen Brooks, had never seen Margaret’s CEO appointment document.
She had never been asked to prepare one.
She had never been informed that Richard intended to resign.
More importantly, the document was structurally defective.
Whitmore’s bylaws required three things before a new CEO appointment became effective:
approval by the board’s compensation and succession committee;
formal board ratification;
and authorization by Richard’s founder-class shares while he remained chairman.
Margaret possessed none of those powers individually.
Her signature alone meant nothing.
Ethan sat in the visitor chair looking physically ill.
Claire could not decide whether that made her angrier.
“You betrayed me for a fake promotion.”
“Claire—”
“No.”
She was too tired for explanations.
Richard asked Helen about the proxy Margaret had sent Claire.
Helen became quiet.
“That document concerns me more than the appointment letter.”
“Why?”
“Because nine percent is enough to matter in a shareholder amendment.”
Richard looked toward Claire.
“What amendment?”
Helen said she needed to inspect recent filings and draft resolutions.
Nothing formal had reached the board.
But two weeks earlier, an outside attorney had requested historical shareholder threshold information from Whitmore’s records department.
The requester represented Margaret.
Richard ended the call.
For several moments nobody spoke.
Then he asked Ethan whether Margaret had ever mentioned changing the shareholder agreement.
Ethan shook his head.
“Only succession.”
Richard looked unconvinced.
Claire remembered another conversation.
A month earlier, Margaret had complained that Whitmore had “too many sentimental protections left over from the founders.”
At the time Claire assumed she meant outdated governance rules.
Now Richard asked exactly what Margaret had said.
Claire repeated it.
His face tightened.
One of those “sentimental protections” had been written by Claire’s father.
Thomas Bennett had insisted that no single branch of the Whitmore family could force a major restructuring without support from at least one outside shareholder block.
Claire’s nine percent fulfilled that function now.
Her shares were not necessary to appoint Ethan CEO.
They could be necessary to change the rules governing who controlled the company.
Ethan looked at his father.
“What exactly do you think Mom was trying to do?”
Richard picked up the invalid appointment document.
“I don’t know yet.”
May you like
Then he looked at Claire.
“But I’m beginning to think the CEO title was bait.”
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