Chapter 10 - Vanessa Had One More Reason to Force the Transaction
The independent review found a side letter.
It did not prove criminal theft.
It proved conflict.
ValorBridge had offered Vanessa a post-transaction executive position.
Three-year contract.
Large salary.
Equity participation.
And a transition incentive worth up to $1.4 million if the acquisition closed on schedule.
None of that was automatically illegal.
Executives receive retention packages.
But Vanessa had not disclosed it to me.
Or to the full board.
Meanwhile she had been presenting the deal as something she supported purely because the clinic needed financial stability.
Her personal benefit mattered.
Especially because she was pressuring the only other owner to transfer her interest before the transaction.
When I confronted her later through counsel, Vanessa said:
“I earned that position.”
Maybe she had.
That was not the issue.
The issue was disclosure.
“You should have told us,” I said.
“You would’ve used it to block the deal.”
“I was already blocking the deal.”
“Exactly.”
She still didn’t understand.
My disagreement was not an obstacle to governance.
May you like
It was governance.
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