Chapter 19 - Arturo leaves the board
The special committee completed its report after six months.
Findings:
Material related-party transaction without proper approval.
Misclassification of company funds.
Submission of an authorization document containing an unauthorized signature image.
Failure to disclose conflicts.
Control deficiencies caused partly by legacy founder practices.
The report did not accuse Arturo of every ugly word people wanted.
It recommended:
Removal as board chairman.
Termination of all authority to bind VGD.
Repayment of clearly personal expenditures plus interest.
Governance reforms.
Independent approval for related-party transactions.
No family reimbursement without documented business purpose.
The board voted.
Arturo opposed.
Lucía abstained through her ownership representative? She wasn't board member maybe. Fine.
I recused from the vote removing him?
As majority shareholder, I later voted shares to support board changes under counsel guidance after report. But maybe better special committee/board did.
He was removed as chairman.
Retained his 28 percent ownership.
No confiscation.
No impoverishment.
No company collapse.
Founder became shareholder.
That distinction nearly killed him emotionally.
He said:
“You stole my life.”
I answered:
“You still own what you own. You no longer control what you do not.”
May you like
No dramatic mic drop.
Just corporate law.
