Chương 10
“No,” Dana said.
“He said I authorized it.”
“You authorized some transfers. That does not answer whether the particular transfers complied, whether they were properly reported, whether the recipient entity was eligible, whether conflicts were disclosed, or whether later actions exceeded the authority.”
“But I signed this.”
“Yes.”
Marcus, who had come despite Elena’s preference, leaned forward.
“He changed it.”
Rachel shook her head.
“No evidence of that.”
“He sent her another version.”
“That is common during document negotiation.”
“He tricked her.”
Elena looked at him.
“Stop.”
Marcus turned.
“He knew you didn’t—”
“Stop.”
The room went silent.
She pushed the paper away.
“I signed it.”
Her father’s face tightened.
“You were rushed.”
“I signed it.”
“You trusted your husband.”
“I signed it.”
The third time came out louder.
Elena stood.
“Can everyone please stop finding a way for this to be something that happened to me?”
Nobody spoke.
She walked to the window.
Below them, a man in a green delivery jacket was arguing with a parking officer beside a van. The parking officer pointed at a sign. The driver pointed at the building. Neither seemed interested in changing his mind.
Elena watched them until her breathing slowed.
Behind her, Dana said, “This does not end the investigation.”
“I know.”
“It changes it.”
“I know.”
Rachel said, “There’s another issue.”
Elena turned.
Rachel brought up a reporting schedule.
“The authority required transactions to be reported to the finance committee within ten business days.”
“They weren’t.”
“Not in the materials we have.”
“Could there be reports elsewhere?”
“Yes.”
Marcus made a sound.
Rachel ignored him.
“Also, Strategic Opportunities was not listed as an approved affiliate when the authority was signed.”
Elena returned to the table.
“It was added later.”
“Yes.”
“Who approved that?”
“We now have an answer.”
Rachel opened minutes from an executive committee meeting.
The document listed Adrian Cross, two senior executives, and Camille Hart as attendees.
It described approval of CM Strategic Opportunities LLC as a “special-purpose affiliate for opportunistic investments consistent with previously approved River North financing objectives.”
The meeting date was four months after Elena’s signed authority.
“Board approval?” Elena asked.
“No record yet.”
“Was board approval required?”
“Company counsel says no for forming an affiliate below a certain capitalization threshold.”
Marcus said, “Convenient.”
Rachel looked at Elena.
“But transferring more than seven and a half million dollars to it required finance committee notice.”
Elena chaired that committee.
“I never got it.”
“We have no evidence you did.”
Dana asked, “And Halcyon?”
Rachel changed documents.
“That is where this stops looking merely sloppy.”
Halcyon Urban Partners IV was not connected to the River North lender group in the way Adrian had described.
It had once explored a financing relationship with a lender affiliate, but no current facility existed.
Instead, Strategic Opportunities had purchased a limited partnership interest from another investor.
“Who?” Elena asked.
Rachel opened a transfer agreement.
The seller was Cross Family Investments LP.
Nobody spoke.
Elena read the name again.
Adrian’s private investment partnership.
The company had used its money to purchase an investment from an entity controlled by Adrian.
“How much?” Elena asked.
“Nine point four million.”
“What had Cross Family Investments paid?”
Rachel looked at her.
“Six point one.”
Marcus stood.
This time Rachel did not stop him.
Elena felt very cold.
“He sold his own position to the company.”
“Yes.”
“At a three-million-dollar gain.”
“Approximately.”
“Did he disclose that?”
“We have not found disclosure to the board or your finance committee.”
Dana asked, “Any independent valuation?”
“No.”
“Any fairness review?”
“No.”
“Any indication the company knew the seller was Adrian’s partnership?”
“The full legal name appears in the agreement.”
Marcus said, “He stole three million dollars.”
Dana turned toward him.
“We are not using that word.”
“What word would you prefer?”
“Undisclosed related-party transaction.”
“He took company money—”
“Elena.”
Dana’s voice cut through the room.
Elena had not moved.
She was staring at Adrian’s signature on the transfer agreement.
Not Camille’s.
Adrian’s.
The date was six weeks after their anniversary.
That night he had taken Elena to a tiny restaurant in Queens where they had eaten at a folding table because he said the formal places made anniversaries feel like investor relations.
She remembered his phone buzzing repeatedly.
He had turned it facedown.
For years she had treasured that small courtesy.
Now she hated herself for trying to decide whether it had been real.
Dana said her name again.
“Elena.”
She looked up.
“What happens now?”
“We request an emergency meeting of the independent directors. We ask them to suspend Adrian’s transaction authority pending review.”
“Can they?”
“If the governing documents allow. I’m checking.”
“And if they won’t?”
“We consider court relief.”
Marcus said, “Finally.”
Elena ignored him.
“What happens to the company?”
Rachel answered.
“That depends on what else we find.”
“The lenders?”
“Some facilities have key-person and misconduct provisions. We need counsel to review.”
“Could removing Adrian trigger defaults?”
“Possibly.”
Marcus said, “Then we manage them.”
Elena turned on him.
“Stop saying we.”
He frowned.
“Excuse me?”
“You keep saying we.”
“I am trying to help.”
“I know.”
“I have relationships with every lender involved.”
“I know.”
“I can stabilize this.”
“I know.”
His expression became hurt, then defensive.
“What exactly do you want from me?”
Elena looked at him.
“I want you to be my father.”
Marcus stared at her.
“Not my emergency board chair. Not the person who calls lenders before I decide what I’m doing. My father.”
He looked down at the papers.
For once, he had nothing ready.
Elena continued.
“If you take over now, Adrian gets to be right about one thing.”
Marcus’s face hardened.
“What?”
“That the minute I stop obeying him, I go back to obeying you.”
The sentence hurt them both.
Marcus pushed his chair in carefully.
“I need some air.”
He left.
Rachel looked at Elena.
“That was unpleasant.”
“Yes.”
“Probably necessary.”
“Yes.”
May you like
Dana closed the file.
“You still need to decide whether you’re prepared to vote against Adrian.”
