Chapter 3 - THE PRICE OF ABSENCE
Cole Urban Homes had been founded by Raymond and Derek’s father, Thomas Cole, thirty-one years earlier.
Custom homes became subdivisions.
Subdivisions became luxury planned communities.
By the time Thomas retired, the company employed more than two hundred people and had projects across three states.
He told Derek:
“Do what you need to keep things stable.”
At the time, Raymond meant:
Do not ask me whether to refinance a construction line while my son is sleeping beside me because he is afraid I will die too.
Derek heard something broader.
Run it.
Decide.
Protect the company.
For months, Raymond signed routine consents without reading every line.
Sometimes his assistant, Carrie Nolan, routed them.
Sometimes Raymond replied:
Approved.
Sometimes he said:
Fine.
Sometimes he did not answer for days.
The disputed valuation amendment appeared during that period.
It changed how the company would value shares if an “inactive family shareholder” entered a repurchase process.
Not dramatically.
Not obviously unfair.
Instead of a full strategic-sale valuation, it used an appraisal formula based primarily on earnings and book value.
Conservative.
Defensible.
Potentially millions lower than what a third-party buyer might pay.
Paige showed Raymond the math.
At the current formula, his thirty-eight percent might be valued around $10.6 million.
Under a strategic sale, possibly $15 million or more.
Raymond almost laughed.
“You’re telling me Derek planned to steal four million dollars?”
“No,” Paige said. “I am telling you the documents create a process that could produce that difference. Intent is a separate question.”
That distinction mattered.
Raymond called Carrie.
She had left Cole Urban Homes eight months earlier.
At first she remembered nothing.
Then he emailed the valuation consent.
Silence.
Finally:
“I routed that.”
“Did I approve it?”
“You told me anything Paige marked routine could go through.”
“Did Paige mark it routine?”
Another silence.
“No.”
“Who did?”
Carrie whispered:
“Derek.”
Raymond closed his eyes.
“Did he tell you what it was?”
“He said it was an annual cleanup amendment and that you had already agreed in principle.”
“I never did.”
“I’m sorry.”
Raymond believed her.
Mostly.
Then Carrie said:
“There was one document I refused to route.”
“What?”
“Something about a management succession pool.”
Raymond sat forward.
“For Derek?”
“No.”
“For Kristen.”
Raymond stared at the phone.
“What does my sister-in-law have to do with my shares?”
May you like
Carrie answered:
“I don’t know. But the draft said her compensation would become easier if you were classified inactive.”
