Chapter 8 - THE BOARD PACKET
Elena’s outside counsel, Meredith Sloan, built a defensive packet.
Not a public accusation.
Not a divorce filing.
A governance packet.
It included:
Dr. Morales’s independent evaluation,
Elena’s written objections to the financing,
a timeline of Elliot’s statements about incapacity,
emails from Vivian,
draft committee materials,
and a preservation request for all communications concerning Elena’s mental state and voting authority.
Most important:
a protocol challenge.
If anyone attempted to invoke the incapacity clause, the holding company would require:
independent medical review,
full disclosure of conflicts,
recusal by anyone who benefited from the financing,
and preservation of all related communications.
Elliot had not seen it.
Vivian had not seen it.
The packet sat ready.
Elena’s phone contained one shortcut.
Send to:
Meredith.
Transfer agent.
Independent fiduciary.
Two independent directors.
That was the button she tapped in the bathroom.
The one-tap shortcut had another limitation Elena deliberately chose.
It did not publish the packet.
It did not send it to journalists.
It did not send it to employees.
Meredith had warned:
“If we make this look like retaliation, we weaken the governance point.”
The recipients all had formal roles.
Outside counsel.
Transfer agent.
Independent fiduciary.
Independent directors.
People able to stop an unauthorized process.
Not people able to create a scandal.
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Elena wanted friction.
Not spectacle.
