Chapter 8 - The envelope in my tote
Six days before the engagement party, I received a courier package.
My home address.
My name.
Return address:
Rutherford & Bainbridge LLP.
A Nashville corporate law firm advising Mitchell Development on parts of the proposed Carter transaction.
Inside:
Consent of Minority Member.
Amended Operating Agreement Acknowledgment.
Equity Conversion Election.
I read the first page.
Understood maybe sixty percent.
Then found a yellow sticky note:
Margaret, standard paperwork to keep transaction moving. Please sign where flagged. Ethan and Malik are aligned. — G.M.
George Mitchell.
I did not sign.
I called the attorney who had drafted the original Carter operating agreement.
Her name was Denise Howard.
Fifty-one.
Corporate lawyer.
Patient enough to explain things without pretending they were simple.
She reviewed the documents.
Then said:
“Do not sign these yet.”
“What do they do?”
“Several things.”
My twelve-percent interest would not simply dilute.
It would convert partly into a fixed-value redemption note.
I would surrender ongoing information rights.
A valuation formula placed my current interest below the independent estimate Denise had recently seen.
And the amended agreement gave the new controlling member broad rights to redeem minority interests under certain restructuring events.
“Is that illegal?”
“No.”
“Is it fair?”
“That is a different question.”
“Did Ethan agree?”
“I don’t know.”
“Malik?”
“I don’t know.”
The signature packet stated:
All principal members have reviewed substantially similar terms.
Substantially.
Lawyer language again.
I called Ethan.
Voicemail.
I called Malik.
He answered.
“Margaret?”
“Did you agree to convert my shares?”
Long silence.
“What?”
May you like
There.
Malik had not.
