Chapter 5
The company’s document problem became a criminal referral.
That did not mean Ulric was immediately charged with forgery.
Investigators needed to establish who assembled the certificate and whether anyone knowingly presented a substituted signature page as valid.
Ulric denied wrongdoing.
His explanation:
Calder signed both documents using the same paper stack and apparently duplicated his signature unusually closely.
The forensic examiner considered that effectively impossible.
Then Northwell’s print room produced access logs.
The buy-sell certificate had been printed twice.
First version:
Company value $20.8 million.
Second version:
$6.4 million.
Both created from Ulric’s executive account.
The $20.8 million version was printed four months before Calder died.
The $6.4 million version was printed twelve days before death.
Who created the first?
The company controller remembered Calder and Ulric arguing about it.
Calder wanted $20.8 million.
Ulric refused.
Under the shareholder agreement, an agreed-value certificate required both signatures.
Without agreement, the prior certificate remained effective unless another clause applied.
That prior valid certificate was two years old.
Value:
$8.1 million.
Still low compared with current business performance.
Then Miriam found the clause Calder had apparently been worried about.
Section 11.4.
If either shareholder received a bona fide third-party acquisition proposal valuing the company above the current certificate, that offer had to be disclosed before any death-option purchase closed.
The estate buyout price would then become the greater of:
The agreed-value certificate.
Or the implied equity value of the disclosed bona fide offer, adjusted under the agreement.
Rhydian read it twice.
“So Blackridge matters.”
“Yes.”
“If their twenty-two-million-dollar proposal was still bona fide.”
“Yes.”
“Ulric couldn’t buy Calder’s half for three million.”
“Correct.”
“He would owe something closer to half the Blackridge value.”
“Potentially, depending on adjustments.”
Why then was Ulric behaving as though Section 11.4 did not exist?
His formal exercise notice stated:
No qualifying third-party proposal outstanding or received during the applicable disclosure period.
That looked false.
Unless the Blackridge indication had expired or was nonbinding in a way the agreement excluded.
So Miriam contacted Blackridge.
Its managing director produced a surprise.
The original offer had expired.
But Blackridge made a second proposal after Calder became ill.
Date:
Nine weeks before Calder died.
Company value:
$24 million.
Ulric received it personally.
Calder was copied.
Subject:
Revised control acquisition proposal
Calder replied:
This is why the six-million number is absurd.
Ulric replied only to Calder:
I’m not selling. Drop it.
Then he told Blackridge:
No interest at this time.
Was that enough to make it not outstanding?
Maybe.
But Section 11.4 used the phrase received, not accepted.
The offer still had to be disclosed to the estate if Ulric exercised the death option within twelve months.
Ulric’s exercise notice said no qualifying proposal had been received.
That was becoming harder to explain.
Then Blackridge produced a third document.
A confidentiality agreement signed by Ulric twenty-three days after Calder died.
No Calder.
No estate.
No Rhydian.
Blackridge and Ulric had reopened talks.
Rhydian stared at the date.
May you like
Ulric had been telling the probate court the family company must remain stable for Esmond.
At the same time, he had quietly resumed negotiations to sell it.
