Chapter 9 - THE INSIDE CONTACT
Carter Components had five directors.
CEO:
James Porter.
CFO:
Linda Shaw.
Operating partner representative:
Greg Nolan.
Independent director:
Marcia Bell.
Me.
Who knew my likely vote?
All after July strategy meeting.
Could one be R?
Maybe.
Then executives.
Company secretary:
Rachel Moss.
R.
She had access to board packets, shareholder notices, and valuation files.
Rachel had worked there eleven years.
David trusted her.
I trusted her.
Investigation showed she sent no obvious emails to Mark.
But her phone records included calls to Nathan Keller.
Why?
Rachel’s husband owned a fabrication shop that subcontracted with Keller Residential.
Business connection.
Could be ordinary.
Then payment.
Keller Strategic Services paid Rachel’s consulting LLC $18,000 over six months.
She had disclosed outside consulting?
No.
When confronted, Rachel cried.
She said Diane hired her to organize old manufacturing records for Harold Keller’s estate claim.
She believed it was a historical research project.
What did she provide?
Old shareholder ledgers.
Settlement agreement.
Board minutes.
Current valuation?
She admitted.
One current cap table.
One board schedule.
Did she tell them I would vote no?
“Yes.”
Why?
“Diane asked whether you supported the Summit offer.”
“And you answered?”
“Yes.”
Rachel had leaked confidential company information.
Not necessarily knowing the conservatorship plan.
But enough.
Then Harold Keller’s old settlement became central again.
Diane believed the founding twenty percent had been stolen.
Rachel gave her old records.
What did they show?
Harold’s original shares:
Twenty percent.
After two financing rounds, before settlement:
Fourteen percent.
He signed release for:
$600,000 plus waiver of personal guaranties.
At the time, fair value estimated around $520,000.
Not obviously cheated.
Then one handwritten side memo.
David:
Harold gets additional five percent participation if aerospace contract closes within eighteen months.
Contract closed fourteen months later.
Did Harold receive five percent?
No.
Why?
Formal settlement said all claims waived.
But side memo suggested David had promised additional participation before final settlement.
Was it legally enforceable?
Maybe not.
Morally?
Messier.
David’s side letter admitted:
I handled Harold badly.
There.
Diane’s grievance was not invented.
Her father may have believed he lost something he was promised.
But that did not give Diane the right to steal mine.
Then Rachel revealed another document.
Harold’s daughter Diane had sent a demand letter to David’s estate two years after his death.
I never saw it.
Who received?
Mark.
Why Mark?
It was mailed to Carter Components family contact address.
Rachel forwarded it to Mark because he had started asking about old records.
Mark never gave it to me.
Instead, he contacted Diane.
That was before they publicly dated.
Interesting.
Timeline:
Demand letter.
Three months later, Mark and Diane began seeing each other.
Did he approach her because of claim?
Messages.
MARK:
I got your letter.
DIANE:
Then tell your mother to answer.
MARK:
She doesn’t know I have it.
DIANE:
Why?
MARK:
Because maybe we can fix this without her.
Their relationship began as a negotiation.
Romance came later.
Then:
DIANE:
My dad died believing your family robbed him.
MARK:
Mine died pretending everything was clean.
Two adult children angry at dead fathers.
They bonded.
Then money.
Diane’s brother lent Mark money.
Mark promised to help resolve the Keller claim through Carter Components sale.
If Summit bought company, old family disputes could be settled from proceeds.
How?
Side payment.
$900,000 Keller Strategic.
Diane viewed that as partial restitution.
Mark got $1.2 million consulting.
They both profited.
Then I was the obstacle.
Not because I was elderly.
May you like
Because I knew the company was worth more and refused sale.
So they turned age into a weapon.
