infolio

Chapter 10 - The side letter

The document did not prohibit selling Prescott Power.

It did something more specific.

Dad had discovered years earlier that one outside investor in MRI’s predecessor fund had also financed a Prescott vendor.

He worried about hidden related-party transactions.

So the side letter required:

Enhanced conflict disclosure

whenever a potential buyer of Prescott Power had a material financial connection to any Prescott family member, trustee, or adviser.

Then one paragraph mattered enormously.

Any family voting consent obtained from a Prescott beneficiary whose spouse or household stood to receive a material undisclosed economic benefit from the transaction could not be counted until:

Independent counsel reviewed the conflict.

That was me.

Ryan stood to benefit from MRI buying Prescott Power.

Obvious.

That alone was disclosed.

But Melissa had another connection.

Vane Strategic Partners would receive:

A success fee equal to 1.25% of transaction value.

At $460 million:

$5.75 million.

Still ordinary if disclosed.

Then I found the schedule Ryan never showed me.

Melissa also held an option, through a separate investment vehicle, to acquire nearly 8% of MRI at a heavily discounted valuation if the Prescott transaction closed.

Potential value:

Tens of millions.

And Ryan had granted that option three months after their affair began.

Neither the Prescott board nor our family trustees knew.

Worse, draft papers found later showed Ryan planned to submit my shareholder consent as:

spousal conflict acknowledged and independently considered.

I had never independently considered Melissa’s option.

Because I did not know it existed.

The keys Ryan demanded opened the study cabinet holding the original side letter and Dad’s signed conflict protocol.

Without that document, Ryan hoped the old provision could be treated as:

Superseded.

Incomplete.

Or merely advisory.

With the original?

The deal could not legitimately use my vote until a full independent review occurred.

May you like

Ryan did not attack me because he wanted house keys.

He wanted access to the paper that made his transaction impossible to rush.

Related Stories

Other posts