Chapter 8 - The Shareholder Vote
Darius owned forty three percent.
Enough to matter.
Not enough to control alone.
He began calling early investors.
His argument:
Noel was a bitter spouse.
Grant Mercer had overreacted.
Morrow was an accounting issue.
The board had panicked.
If shareholders restored founder authority, he could secure new financing.
Some investors believed him.
Founders survive worse things when numbers are good.
Noel could not vote.
She hated that.
She had spent years contributing without equity because Darius said:
“We share everything through marriage.”
Marriage did not put her on the cap table.
That was a lesson she would never forget.
One early investor, Thomas Vale, called Noel.
“Tell me why I should vote against Darius.”
She answered:
“I’m not campaigning.”
“Why?”
“Because I have a personal divorce and IP dispute with him.”
“That doesn’t make your facts false.”
“No. It makes direct lobbying inappropriate while investigations are ongoing.”
Thomas laughed.
“You’ve always been the adult.”
Noel did not enjoy the compliment.
Shareholders received independent board packet.
Audit status.
Morrow concerns.
Grant withdrawal.
Darius’s suspension.
Noel’s IP notice.
The vote occurred.
Darius needed enough support to replace two directors.
He failed.
Forty six percent supported his slate.
Fifty four did not.
Close.
He remained a major shareholder.
Still suspended.
The company stayed under interim CEO Owen Price.
Then Darius’s attorney sent Noel a settlement offer.
Withdraw divorce-related claims against company.
Grant Holt Table a perpetual, royalty free Benton Grid license.
Do not cooperate voluntarily with criminal investigation beyond subpoenas.
In exchange:
Darius would transfer the condo.
Pay Noel $750,000.
Agree to mutual non-disparagement.
Noel read.
Rachel Dominguez said:
“It’s not insultingly small.”
Maya said:
“The IP demand is enormous.”
Noel said:
“And he wants me quiet.”
Neither lawyer disagreed.
She rejected.
Darius increased to $1.4 million.
Rejected.
Then $2 million.
Noel asked:
“Where is he getting money?”
Good question.
Divorce financial discovery showed Darius had a brokerage account she did not know about.
Balance:
$1.1 million.
Funded partly by Morrow transfers.
That money could become subject to restitution or company claims.
He could not freely use it to settle.
Another account in Cayman? Avoid offshore cliché. Keep U.S. brokerage.
There were also two personal lines of credit.
Darius was more leveraged than Noel knew.
He had borrowed against his Holt Table shares.
If company valuation collapsed, lenders could demand more collateral.
That explained his desperation to close Mercer Ridge.
The twenty eight million round would have set a higher valuation and stabilized his pledged shares.
Financial motive expanded.
Not only affair.
Not only ego.
Darius was financially cornered.
He had hidden it.
Noel felt almost sorry.
Almost.
Then Leila’s attorney delivered another batch of messages.
Darius to Leila:
If Noel won’t cooperate Thursday, I can make her look unstable. She hates public disrespect.
Leila:
What does that mean?
Darius:
Nothing. Just let me handle my wife.
There.
Not a plan for a slap.
A plan to provoke.
Leila had not stopped him.
She had not known details.
But she knew Noel was being deliberately pushed.
At dinner, when Darius hit Noel, Leila looked into her wine glass.
Now Noel understood why.
May you like
She had not been surprised by cruelty.
Only by its scale.
