Chapter 3 - THE TWELVE PERCENT THEY COULD NOT REPLACE
Claire waited until Kirk was asleep before she opened the folder properly.
Her attorney, Beth Langford, sat beside the hospital window.
Alistair stood near the bassinet drinking coffee that had gone cold.
Beth read the first four pages.
Then she frowned.
“This isn’t a normal transfer.”
Claire looked at her.
“What is it?”
“A contribution agreement.”
“Meaning?”
“You contribute your twelve-percent interest into a newly formed Whitmore Family Voting Trust.”
Claire’s exhaustion vanished.
“Who controls the trust?”
Beth turned another page.
“Your parents.”
Alistair looked over.
Claire said, “Keep going.”
The trust would consolidate Richard’s forty-two percent, Margaret’s twenty-six percent, and Claire’s twelve percent.
Exactly eighty percent.
That number mattered.
Under Whitmore Surgical’s shareholder agreement, eighty percent could approve extraordinary transactions over objections from the company’s employee ownership trust, which held the remaining twenty percent.
Including a sale of substantially all company assets.
Claire stared at the page.
“They need my shares for a sale.”
Beth nodded.
“Or a recapitalization. Or an amendment to certain governance provisions.”
Richard had told her for months that Whitmore Surgical was “fine.”
Business was slower, he said.
Margins were tighter.
Nothing unusual.
But six weeks earlier Claire learned through Alistair that Sanders Industrial Partners had purchased Whitmore’s senior loan from First Connecticut Commercial Bank.
Alistair had disclosed it to her immediately because their personal relationship created an obvious conflict.
He removed himself from direct negotiations.
His credit team handled the account.
Claire wanted no involvement.
The bank had sold the loan because Whitmore had breached financial covenants.
Richard still had not told her.
Now her parents were trying to assemble eighty-percent voting control beside her hospital bed.
Claire looked at Alistair.
“Do you know what transaction they’re planning?”
“No.”
“Your team?”
“Maybe. I haven’t asked because of you.”
It was one reason she trusted him.
He had the ability to know things and did not automatically assume that gave him the right.
Beth kept reading.
There was no independent valuation attached.
No disclosure of a pending buyer.
No explanation of consideration.
Claire would contribute twelve percent and receive beneficial interests in a trust controlled by the very two people demanding she sign while medicated and recovering from childbirth.
“Is this even enforceable?” Claire asked.
“Not if you don’t sign it.”
Beth closed the folder.
“That’s the important part.”
Claire exhaled.
Kirk made a tiny squeaking sound from the bassinet.
She reached over and rested her hand against his blanket.
Then Alistair’s phone buzzed.
He glanced at it.
His expression changed.
“What?”
He hesitated.
Claire noticed.
“Alistair.”
“My chief credit officer just sent me something.”
“What?”
“Whitmore requested lender consent yesterday for an extraordinary asset transaction.”
Claire looked at the transfer folder again.
“Yesterday?”
“Yes.”
“Then why do they need me today?”
Alistair read the message twice.
“Because the transaction requires eighty-percent shareholder approval by Friday.”
Friday was two days away.
Claire had given birth on Wednesday.
Her parents had not rushed to the hospital because they suddenly cared about her personal life.
May you like
They came because a corporate clock was running.
And whatever Richard wanted approved could not happen unless Claire surrendered the one thing he had never managed to control.
