Chapter 23 - My father loses control of the board
The company crisis peaked six months after Elodie’s birth.
One lender required a governance change as part of refinancing.
Not because of family drama alone.
Because:
Debt ratios.
Collateral concentration.
Succession uncertainty.
The independent directors proposed separating:
Board chair.
Chief executive.
My father had been acting executive chair.
He opposed.
Shareholder vote became contested.
He still owned fifty-two percent nominally, but pledged-share voting rights on a portion were constrained under one financing agreement after covenant breach? Careful. Pledged shares often still vote unless enforcement. Better: he retained voting rights. So he could win unless agreement or other shareholders align. Yet board chair removal can be by board under bylaws even if shareholder majority could later replace board. Let's do board vote.
Independent directors removed him as board chair under bylaws.
He remained director and majority shareholder.
He could attempt to change board later, subject to shareholder agreement and lender consents for some changes.
Messy.
Active.
He blamed me.
I abstained from the chair-removal vote due family conflict.
That mattered.
He called afterward.
“You did this.”
“I abstained.”
“You caused it.”
“No. Debt caused it.”
Silence.
Then:
“Come back and help me fix it.”
“I never left the company.”
May you like
“You left me.”
There was finally the honest sentence.
