Chapter 4
Roman’s legitimate business interests became relevant four days later.
That irritated him.
He initially believed the adoption scheme came entirely from Vivienne’s obsession with Bianca becoming a mother.
Then his estate attorney asked:
“When does Bianca turn thirty-six?”
Roman frowned.
“January.”
“Exact date?”
“January twenty-second.”
The attorney opened the DeLuca Family Governance Trust.
Roman had read summaries.
Never the full instrument.
His late father, Salvatore DeLuca, created it fifteen years earlier to hold voting interests in the family’s legitimate hotel, restaurant, and commercial-property companies.
The trust had two descendant branches.
Roman’s.
Bianca’s.
Roman’s branch became fully active when Dominic was born seven years earlier.
Bianca’s remained in a suspended structure because she had no legal descendants.
Under Salvatore’s terms, Bianca had until her thirty-sixth birthday to establish a descendant branch through birth or completed legal adoption.
If she did, nine percent of DeLuca Hospitality’s voting units remained attached permanently to her branch.
If she did not, Bianca kept substantial economic wealth.
She was not disinherited.
But the nine-percent voting component converted to nonvoting units.
The voting rights moved to an independent governance pool administered by National Harbor Trust Company.
Roman stared.
“So she loses votes. Not money.”
“Mostly.”
“She still keeps the economic units?”
“Yes.”
“Then why does my mother talk like Bianca is being erased?”
His attorney gave him a tired look.
“You know your mother.”
Control.
Again.
Vivienne personally directed six percent of DeLuca Hospitality voting units through her widow’s trust.
Bianca, if her branch activated, would control nine.
Together:
Fifteen percent.
Not majority control.
But enough, combined with two long-standing family directors, to block several board actions requiring supermajority approval.
One such action was scheduled for February.
Renewal of a related-party family management agreement.
The company was called Vesta Family Services.
It provided executive residences, private drivers, event security coordination, aircraft administration, family-office staffing, and household procurement for DeLuca executives.
Annual contract:
$3.8 million.
Owner:
Vivienne.
Roman looked up.
“She invoices the company?”
“She has for eleven years.”
“I know that.”
“What you apparently did not know is that the independent directors have challenged the renewal.”
Why?
An audit found costs substantially above comparable providers.
Not every charge improper.
Some services were expensive because the DeLucas required unusual security.
But auditors identified roughly $1.2 million in questioned related-party markups over three years.
The independent board committee planned to renegotiate or terminate Vesta.
If Bianca’s nine percent moved to National Harbor before the vote, the independent governance pool would likely support the committee.
If Bianca established a descendant branch first, Bianca controlled those votes.
Roman understood.
“My mother needs my sister to have a child before January.”
His attorney corrected him.
“She needs Bianca to have a legally recognized descendant if she wants those votes to remain inside Bianca’s branch.”
Roman stared at Gabriel sleeping against Elena.
Then at the adoption file.
May you like
The baby was not only a child in Vivienne’s eyes.
He was nine percent.
