Chapter 12 - Lydia Was Removed From the Chair
Hart & Lyle issued preliminary findings.
The independent board met.
This time I attended in person.
No hospital gown.
Pregnancy thirteen weeks.
Not visibly showing much.
Ethan sat across.
Frank beside him.
Lydia participated with counsel.
Diane Keller chaired.
General counsel Amelia read findings.
Undisclosed related-party arrangements.
Misuse of strategic consulting budget.
Failure to disclose personal benefits.
Misrepresentations to audit committee.
Potential breach of fiduciary duty.
Possible fraud.
Recommendation:
Remove Lydia as chair and director for cause under bylaws/shareholder action procedures.
Lydia owned three percent shares.
Removal from board did not confiscate them.
Important.
She could remain shareholder.
Not chair.
Vote.
Independent directors supported.
Frank voted yes after counsel determined he could.
Ethan yes.
I exercised controlling shareholder vote where required to remove director at special shareholder meeting following proper notice.
Lydia was removed.
She looked at me.
“You planned this.”
“No.”
“You used divorce to investigate me.”
“Divorce discovery exposed transactions.”
“You wanted company all to yourself.”
“I already control company.”
Her face tightened.
“You always need to remind everyone.”
“No.”
I leaned forward.
“You kept behaving as though repeating the word Bennett changed cap table.”
Silence.
Diane Keller remained chair permanently after governance review.
Not me.
I separated CEO and chair roles deliberately.
We created stronger related-party transaction policies.
Independent audit committee.
May you like
No family chairs automatically.
That was repair.
