Chapter 9 - THE PERSON WHO TAUGHT RYAN THE CLAUSE
Ava assumed Ryan found the emergency proxy himself.
He did not.
The document’s access history led to lawyer Paul Mercer.
Northstar transaction counsel.
Paul had emailed Ryan one month earlier:
The seventy-two-hour proxy may be relevant if controlling shareholder becomes unavailable during closing.
Not illegal.
Transaction lawyers review contingencies.
Then Ryan replied:
Define unavailable.
Paul sent examples.
Hospitalization.
Detention.
Judicial incapacity.
Emergency protective restriction.
Ava stared.
Protective restriction.
Three weeks before Ryan chased her.
Naomi subpoenaed more.
Paul resisted privilege.
The board ordered limited disclosure because it involved Ava’s voting rights.
One message emerged.
Ryan:
If domestic incident occurs, how quickly can proxy become effective?
Paul:
Do not manufacture a triggering event. If genuine event occurs, emergency proxy may be arguable.
Ava stopped breathing.
Paul had warned him.
Ryan had asked anyway.
Then a second message:
Ryan: Understood. Need certainty by quarter end.
Northstar fired Paul from the transaction team within hours.
Derek Shaw called Ava.
“I did not know about those messages.”
“Do you expect me to believe that?”
“No.”
Good answer.
He continued.
“I expect you to verify it.”
Smart.
Northstar opened an internal investigation.
Then Derek said something that surprised her.
“We can restructure the deal without Ryan.”
Ava froze.
“What?”
“Different governance. No retention package. Independent management.”
Northstar still wanted Bennett Urban.
Of course they did.
Ryan had told Ava the deal and he were inseparable.
They were not.
Then Derek added:
“But if your board rejects us, we will enforce every contractual right we have.”
There.
Not ally.
Businessman.
Ava respected that more.
Then Naomi received a strange email from an anonymous sender.
One sentence:
ASK WHY RYAN TESTED THE COUNTDOWN IN FEBRUARY.
Attached:
A screenshot from the apartment security archive.
Ava stared.
February.
Four months before the final chase.
Ryan standing alone in the hallway.
May you like
Counting.
Into an empty room.
