Chapter 3 - Claire Could Not Be “Removed From the Family Company” With One Memo
Robert read the document that evening.
Then called Bennett Lakeshore’s outside counsel.
The first thing attorney Linda Parker said was:
“Everyone needs to stop using the word removed.”
Claire looked at her.
Jason had been taken to a hotel after the wedding. He and Claire were staying separately.
Robert sat across the conference table.
Linda continued.
“Claire owns her shares. Jason has no mechanism to take them.”
Claire knew that.
Hearing it still helped.
“And my board seat?”
“You were elected to a three-year term. Removal would require the process in the bylaws and applicable corporate law. This memo doesn’t accomplish that either.”
“Transaction committee?”
Linda nodded.
“That is different.”
The board had authority to modify its special committees.
If Claire had a conflict, breached confidentiality, or became unable to perform her role objectively, the independent directors could remove her from the Northstar review.
That was the case Jason had been building.
Then Robert asked:
“Why is my son-in-law preparing a conduct dossier on my daughter?”
Because Jason was not merely:
the son-in-law.
He served as Executive Vice President of Development at Bennett Lakeshore.
Robert hired him five years earlier.
Claire had opposed:
it.
Not because she thought Jason incompetent.
Because employing spouses inside a family-controlled company created exactly the type of blurred line they were now confronting.
Robert overruled her.
“Jason is good.”
He had been.
Under Jason, the development division opened three profitable properties.
He understood financing.
Negotiated aggressively.
Built strong relationships with lenders and developers.
Robert increasingly trusted:
him.
Then Northstar.
The largest proposed acquisition in Bennett Lakeshore’s history.
Nine waterfront resorts.
Three marinas.
Two golf properties.
Price:
$680 million.
Jason championed the deal.
Claire questioned:
it.
Not because she opposed growth.
Because Northstar’s projected renovation requirements looked understated.
Environmental exposure at two marina sites worried her.
Debt assumptions looked optimistic.
Then one meeting turned ugly.
Jason told the committee:
“Claire has decided the deal is bad and is now searching for reasons to justify that decision.”
Claire snapped:
“You decided the deal was good before you saw the diligence.”
Both crossed from analysis into personal accusation.
That meeting became Exhibit One in Jason’s file.
The troubling part?
May you like
It really happened.
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