Chapter 20 - The shares
Vivian owned forty percent of Mercer Family Administration.
The company itself was not worth tens of millions.
It was primarily an administrative entity with service contracts, staff, systems, and some retained assets.
Independent valuation:
Vivian’s stake roughly $680,000.
She demanded:
$1.2 million.
Plus five-year consulting contract.
No.
Operating agreement buyout clause allowed the company to purchase at fair value after defined misconduct findings if approved.
Her lawyers argued:
The conviction concerned vendor payments but did not constitute the specific fiduciary misconduct trigger until appeals finished.
Business judge agreed partly.
No forced sale yet.
Could suspend management permanently.
Already done.
Economic ownership remained.
So we negotiated.
Vivian wanted liquidity for legal fees and restitution anyway.
Final framework:
Company buys half her stake at independently adjusted fair value.
Elise and I buy portions of the remainder personally over time if desired.
Vivian keeps a smaller passive interest temporarily.
No consulting role.
No veto over administration.
No family-employment guarantees.
She hated it.
Then reality arrived.
Criminal restitution exposure.
Legal bills.
Northwick tax obligations.
She needed cash.
Settlement:
She sold thirty-two percentage points.
Retained eight percent passive stake until later optional buyout.
Price based on appraisal with defined minority adjustment negotiated.
No punishment discount invented.
Some proceeds escrowed for restitution.
That was clean.
Then civil settlement discussions with Clara.
Vivian’s lawyer offered:
$150,000.
Confidentiality.
No admission beyond conviction.
Clara said no to confidentiality.
Not because she planned a media tour.
Because she refused to sign something that could stop her explaining her own life to doctors, therapists, family, or Lily someday.
They revised.
No broad NDA.
Mutual non-disparagement? Clara refused language that could prevent truthful statements.
Final still unresolved.
Then sentencing memorandum arrived.
Prosecutor requested substantial but moderate incarceration due:
Planning.
Forgery.
Abuse of position.
Financial loss.
Attempt to discredit Clara as surrounding context where legally relevant.
Defense requested probation/home confinement.
Vivian:
Sixty-four.
No prior convictions.
Restitution capacity.
Health issues:
Hypertension.
Arthritis.
No severe illness.
Letters from charities.
Former employees.
Friends.
Some described generosity.
I believed them.
People can be generous in one room and cruel in another.
Then the court allowed victim statements.
Mercer Family Administration.
Clara.
Me.
Elise declined.
Clara asked:
“What do I say?”
“Whatever is yours.”
She wrote one page.
No adjectives.
No servant quote until the end.
Her closing line:
May you like
“I was not asking to be treated like a Mercer. I was asking to be treated like a person recovering from childbirth.”
That was enough.
