infolio

Chapter 6

Mercer & Vale’s board postponed the Carroway vote.

Not because Gideon demanded it.

Because independent directors learned about Petra’s undisclosed side letter.

A sale process involving an executive’s sister receiving a multimillion-dollar adjacent deal required scrutiny.

Carroway cooperated.

Its executives claimed Petra approached them separately after learning they wanted a stronger design division.

They assumed Mercer & Vale knew.

The side letter expressly said it was nonbinding and subject to conflict review before execution.

That helped Carroway.

It hurt Petra.

She had allowed the board to evaluate the main sale without disclosing her personal upside.

Then Evelyn’s lender called.

News of the delayed transaction had reached it.

Her $7.8 million share-backed loan was not in default yet.

But maturity was approaching.

The lender wanted updated financial statements and confirmation of refinancing plans.

Evelyn had substantial net worth.

Her problem was concentration.

Most of her wealth was tied to Mercer & Vale stock, the family home, and two commercial properties.

To refinance comfortably, she might need to pledge more assets or sell shares.

She hated both options.

Rebecca uncovered an email from Evelyn to her private banker:

Carroway closes before maturity. I will not dilute the family block to solve a temporary timing problem.

The banker answered:

Please provide an alternative plan. A transaction is not a repayment source until closed.

Evelyn never did.

That explained urgency.

Still not cruelty.

Then Gideon authorized an independent review of Mercer & Vale’s sale process.

The special committee discovered the original $112 million offer was not the best offer.

A second buyer had indicated interest at a value potentially between $120 million and $128 million but wanted six additional weeks for due diligence.

Evelyn had discouraged management from pursuing it.

Why?

Her debt maturity.

Six weeks was too long.

Gideon stared at the committee memo.

“She was willing to accept less because she needed faster cash.”

“Yes.”

“Enough difference to cost all shareholders millions.”

“Potentially.”

The board had not known about Evelyn’s loan deadline.

Another undisclosed conflict.

Then police searched Evelyn’s home office under warrants tied to the child-abuse and coercion investigation.

They found two document boxes.

Box one:

GIDEON

Box two:

PETRA

Inside Gideon’s box were copies of Linnea’s bruise photographs, draft correspondence about his “anger,” travel schedules, and notes about his reputation with Sarah’s family.

Inside Petra’s box were the original digital photographs.

Texts where Petra admitted striking Linnea.

Notes from Evelyn recording dates and what Petra had done.

One page:

Left arm — Petra grabbed during dinner. G in Dallas.

Another:

Cheek — P slap after spilled juice. G Boston.

The dates exonerated Gideon.

They incriminated Petra.

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Evelyn had been maintaining two incompatible stories.

One for each of her children.

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