Chapter 15 - THE COMPANY COUNSELWhitaker Medical’s general counsel, Robert Hale, faced an uncomfortable question.

Why did company lawyers draft a transfer agreement benefiting existing family control?
His answer:
Thomas Whitaker represented that Madeline had expressed a desire to consolidate her shares before childbirth.
False.
Robert produced an email.
From Dad:
Madeline has agreed in principle. Prepare standard family transfer package.
I had never agreed.
Robert should have confirmed independently before presenting documents.
He admitted that.
He also refused to execute the transfer once he learned I objected.
No conspiracy.
Bad governance.
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Deference to a powerful CEO.
That was enough to cause damage.
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