Chapter 2 - The Shares Vivian Needed Before Friday
Rachel refused to open the folder Vivian had placed on the birthday table.
Her attorney opened it the next morning.
Dana Cho read the first five pages at her office in Stamford, then looked over her glasses.
“This is not a simple stock transfer.”
Rachel sat across from her in a cream sweater and head wrap, still exhausted from treatment.
“What is it?”
“A stock-purchase agreement, voting proxy, release of claims, and resignation from the Mercer House board.”
Rachel laughed softly.
“She wanted all of that before dessert?”
Dana did not laugh.
“For one dollar.”
Rachel stared at her.
“Excuse me?”
“Nominal consideration.”
“My shares are worth millions.”
“Potentially.”
Rachel owned thirty-one percent of Mercer House Hospitality.
Her late husband, Evan Mercer, had inherited part of the company from his father and bought additional shares during fifteen years as chief operating officer.
When Evan died from an aneurysm two years earlier, most of his shares passed directly to Rachel under an estate plan completed long before her cancer diagnosis.
Vivian owned twenty-seven percent.
Several cousins, executives, and a family trust owned the rest.
Rachel had never tried to run the company.
Evan had been the operator.
Rachel had built a career as an interior architect and sat on the Mercer House board only because Evan wanted at least one director who would question beautiful presentations with ugly numbers underneath.
After his death, she kept the board seat.
Then she got sick.
Vivian became executive chair.
The shift seemed temporary.
It wasn’t.
Dana turned another page.
“This proxy would give Vivian your voting rights for ten years.”
“Even if I recover?”
“Yes.”
“And Emily?”
Emily had an eight-percent non-voting beneficial interest in a trust Evan created for her.
She would not receive direct control until adulthood.
Dana tapped another paragraph.
“This also waives any challenge you might make concerning changes to Emily’s trust investments.”
Rachel felt something cold move through her.
“Why is Emily’s trust in my stock-transfer agreement?”
Dana looked at her.
“That is what we need to find out.”
Jonathan Price arrived an hour later.
He had been Mercer House CFO for fourteen years.
Vivian dismissed him after accusing him of insubordination.
Rachel had been receiving chemotherapy at the time and barely followed the board dispute.
Jonathan placed the sealed case on Dana’s conference table.
“I didn’t steal records,” he said immediately.
“I know what lawyers think when a fired CFO walks in with a box.”
Dana nodded.
“Good instinct.”
Jonathan explained.
Before leaving Mercer House, he had transferred required audit materials to the company’s outside accounting firm under normal year-end procedures.
Copies remained with the auditors.
The sealed case contained documents the auditors had now released to the board’s independent directors after receiving a formal preservation request.
No hidden theft.
No basement archive.
Just records Vivian had apparently assumed nobody would examine closely.
Jonathan opened the first file.
Mercer House had borrowed $18 million the previous year.
Rachel knew that.
She believed the loan refinanced hotel renovations.
Jonathan shook his head.
“Only eleven million went to Mercer House operations.”
“Where did the rest go?”
“A related investment partnership.”
Rachel felt her stomach tighten.
“Whose?”
Jonathan looked at her.
“Vivian’s.”
Dana asked the obvious question.
“Why does Vivian need Rachel’s shares now?”
Jonathan turned to the loan agreement.
“Because there’s a shareholder vote Friday.”
“For what?”
“To approve the sale of Mercer House’s three most valuable properties.”
Rachel stared at him.
“Nobody told me there was a sale.”
Jonathan’s expression hardened.
“That’s because Vivian has been telling the board you’re medically incapable of participating.”
Rachel thought about the cake.
The legal folder.
Vivian telling a ballroom full of people that even Rachel’s daughter would no longer need her.
The humiliation had not been random cruelty.
Vivian had been constructing a story.
Rachel was weak.
Rachel was confused.
May you like
Rachel was finished.
And if Rachel signed before Friday, Vivian would finally have enough votes to make that story profitable.
