Chapter 6 - North Meridian
North Meridian denied knowledge of any kidnapping.
Of course.
That did not mean denial false.
Their lead partner, Ethan Cross, hired counsel and cooperated.
He said:
“Julian represented Mr. Carter as voluntarily pursuing recapitalization.”
“Did you know about capacity concerns?”
“Yes.”
“Did you seek independent medical evaluation?”
“We conditioned closing on representations and counsel opinions.”
“Did you plan to take Carter Holdings?”
“No.”
They planned to make money.
Different.
Their investment committee memo valued Carter Holdings conservatively.
If preferred shares converted after covenant failure, North Meridian could end up with:
Up to 34% voting power.
Julian and aligned management incentive pool:
Potential 8%.
Other shareholders diluted.
My family voting block reduced.
Not “everything.”
But enough to transform control.
Then conflict.
Did Julian have hidden interest in North Meridian?
Direct equity?
No.
But emails revealed:
Proposed post-closing retention package.
If Julian became permanent CEO and transaction stabilized company:
Cash bonus up to $12 million.
Performance equity:
3.5% on diluted basis.
That was motive.
Still legal if disclosed and properly approved.
Was it disclosed?
Board compensation committee knew there would be management incentive plan.
It did not know Julian had negotiated preliminary terms privately before board approval.
Then side letter.
North Meridian executive wrote:
JV expects founder proxy to remain in effect at least 18 months.
Julian:
Longer if capacity process supports.
Capacity process.
What process?
A proposed independent medical evaluation after signing.
So they planned to sign first?
The documents made temporary proxy effective immediately upon execution, revocable only under specified conditions tied to board findings.
That was dangerous.
Would court enforce if procured by fraud?
Maybe challenged.
But litigation could take months.
Control would shift in meantime.
Then Clara’s role.
Why help?
Money?
Family resentment?
We did not know.
She had no Carter Holdings position.
But she lived comfortably through family arrangements.
Then one bank transfer.
Julian’s consulting entity paid:
Blue Ash Advisory LLC
$180,000 over three years.
Owner:
Clara.
Description:
“Family transition consulting.”
May you like
No services documented yet.
That was the first financial link.
