Thomas\u2019s attorney requested another deposition before we could subpoena one.<\/p>\n
That was becoming a pattern.<\/p>\n
People who had spent years avoiding questions suddenly wanted to answer them before someone else did.<\/p>\n
This time I attended in person.<\/p>\n
Evelyn warned me beforehand.<\/p>\n
\u201cYou do not speak.\u201d<\/p>\n
\u201cI know.\u201d<\/p>\n
\u201cNo reactions.\u201d<\/p>\n
\u201cI know.\u201d<\/p>\n
\u201cNo muttering.\u201d<\/p>\n
\u201cI don't mutter.\u201d<\/p>\n
She looked at me.<\/p>\n
I conceded.<\/p>\n
\u201cFine.\u201d<\/p>\n
Thomas arrived without the polished calm he had shown on video.<\/p>\n
He carried no briefcase.<\/p>\n
His attorney carried everything.<\/p>\n
When Thomas saw me, he stopped.<\/p>\n
\u201cMason.\u201d<\/p>\n
I nodded.<\/p>\n
That was all Evelyn allowed me.<\/p>\n
He took the oath.<\/p>\n
Evelyn began with the founders adjustment account.<\/p>\n
\u201cWere you aware that economic value corresponding to approximately one percentage point of Mason Reed\u2019s contributor participation was allocated for your benefit?\u201d<\/p>\n
Thomas closed his eyes.<\/p>\n
\u201cYes.\u201d<\/p>\n
The answer hit harder than any denial.<\/p>\n
\u201cWhy?\u201d<\/p>\n
\u201cIt was part of a founder-retention arrangement.\u201d<\/p>\n
\u201cWith whom?\u201d<\/p>\n
\u201cVoss and Hall.\u201d<\/p>\n
\u201cDid Mr. Reed consent to that?\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
\u201cWas he informed?\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
\u201cWhy not?\u201d<\/p>\n
Thomas looked toward me.<\/p>\n
His lawyer told him to answer the questioner.<\/p>\n
He turned back.<\/p>\n
\u201cBecause I was told the contributor pool would be rebalanced later.\u201d<\/p>\n
\u201cBy whom?\u201d<\/p>\n
\u201cMarcus Hall.\u201d<\/p>\n
\u201cDid you believe Mr. Reed\u2019s economics would ultimately be restored?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cWhat gave you that belief?\u201d<\/p>\n
\u201cA side agreement.\u201d<\/p>\n
Evelyn stopped.<\/p>\n
\u201cWhat side agreement?\u201d<\/p>\n
Thomas\u2019s attorney shifted in his chair.<\/p>\n
Evelyn noticed.<\/p>\n
\u201cSo did I.\u201d<\/p>\n
\u201cMr. Vale?\u201d<\/p>\n
Thomas spoke more slowly now.<\/p>\n
\u201cVoss-Hall agreed to backstop unresolved contributor obligations.\u201d<\/p>\n
My skin prickled.<\/p>\n
\u201cWhat does backstop mean?\u201d Evelyn asked.<\/p>\n
\u201cIf Northstar later had to compensate contributors beyond the replacement equity provided, Voss-Hall would fund part of it.\u201d<\/p>\n
\u201cHow much?\u201d<\/p>\n
\u201cUp to two hundred million dollars.\u201d<\/p>\n
I stared at him.<\/p>\n
An agreement existed to pay contributors.<\/p>\n
The investors had reserved money for the possibility.<\/p>\n
Yet none of us had been told.<\/p>\n
\u201cWhere is that agreement?\u201d<\/p>\n
\u201cI don't know.\u201d<\/p>\n
\u201cWho had copies?\u201d<\/p>\n
\u201cMe. Marcus. Eleanor. David. Outside counsel.\u201d<\/p>\n
\u201cNorthstar legal?\u201d<\/p>\n
\u201cNot after Stephen left.\u201d<\/p>\n
\u201cWhy wasn't it produced?\u201d<\/p>\n
\u201cI don't know.\u201d<\/p>\n
Evelyn looked toward Northstar\u2019s attorneys.<\/p>\n
They looked surprised.<\/p>\n
That interested her.<\/p>\n
\u201cWas the Northstar board told?\u201d<\/p>\n
Thomas hesitated.<\/p>\n
\u201cNo.\u201d<\/p>\n
The room changed.<\/p>\n
A private side agreement.<\/p>\n
Hundreds of millions.<\/p>\n
Undisclosed to the board.<\/p>\n
\u201cWhat did Voss-Hall receive in exchange?\u201d<\/p>\n
Thomas rubbed one hand over his jaw.<\/p>\n
\u201cAdditional Atlas economics.\u201d<\/p>\n
\u201cHow much?\u201d<\/p>\n
\u201cVariable.\u201d<\/p>\n
\u201cWhat does that mean?\u201d<\/p>\n
\u201cContributor interests not claimed or enforced by a certain date increased their participation.\u201d<\/p>\n
I felt anger rise.<\/p>\n
Not claimed.<\/p>\n
As if we had been given a fair chance to claim them.<\/p>\n
\u201cWhat date?\u201d<\/p>\n
\u201cFive years after the restructuring.\u201d<\/p>\n
\u201cAnd were contributors informed of that deadline?\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
\u201cWhy not?\u201d<\/p>\n
Thomas\u2019s attorney objected.<\/p>\n
Evelyn waited.<\/p>\n
The objection was noted.<\/p>\n
Thomas answered anyway.<\/p>\n
\u201cBecause the agreement wasn't with them.\u201d<\/p>\n
\u201cBut their silence benefited the investors.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cDid their silence also benefit you?\u201d<\/p>\n
Thomas looked down.<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cHow?\u201d<\/p>\n
\u201cMy debt terms improved if contributor exposure declined.\u201d<\/p>\n
There it was.<\/p>\n
The man who claimed he had only wanted to save Northstar had gained personally from our continued ignorance.<\/p>\n
Evelyn placed the hospital note in front of him.<\/p>\n
I had brought it from home.<\/p>\n
Northstar exists because people like you believed before there was anything to believe in.<\/p>\n
Thomas recognized his handwriting.<\/p>\n
\u201cDid you write this?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cWhen?\u201d<\/p>\n
\u201cWhen Sophie was born.\u201d<\/p>\n
\u201cApproximately three weeks before the founders adjustment transferred a portion of Mr. Reed\u2019s Atlas economics for your benefit?\u201d<\/p>\n
Thomas looked at me.<\/p>\n
\u201cYes.\u201d<\/p>\n
My hands clenched beneath the table.<\/p>\n
Evelyn did not let the emotion sit long.<\/p>\n
\u201cDid you understand, at the time, that Mr. Reed had no reason to know such a transfer was occurring?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cDid you ever tell him?\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
\u201cWhy?\u201d<\/p>\n
Thomas swallowed.<\/p>\n
\u201cBecause I was ashamed.\u201d<\/p>\n
That answer irritated me more than greed would have.<\/p>\n
Shame had not returned the money.<\/p>\n
Shame had not corrected the ledger.<\/p>\n
Shame had not stopped six years of concealment.<\/p>\n
Evelyn asked, \u201cWhen did you first intend to make Mr. Reed whole?\u201d<\/p>\n
\u201cAfter the next financing.\u201d<\/p>\n
\u201cAnd after that?\u201d<\/p>\n
\u201cAfter Atlas became profitable.\u201d<\/p>\n
\u201cAnd after that?\u201d<\/p>\n
Thomas didn\u2019t answer.<\/p>\n
\u201cAfter the acquisition?\u201d<\/p>\n
Silence.<\/p>\n
\u201cMr. Vale?\u201d<\/p>\n
\u201cI kept moving the point where I told myself I would fix it.\u201d<\/p>\n
There it was.<\/p>\n
A sentence more revealing than any spreadsheet.<\/p>\n
Not one grand plan.<\/p>\n
A series of postponements.<\/p>\n
Each easier than facing the last.<\/p>\n
\u201cYou could have fixed it at any time,\u201d Evelyn said.<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cBut the cost kept rising.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cSo fixing it became harder.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cAnd concealment became more valuable.\u201d<\/p>\n
Thomas stared at the table.<\/p>\n
\u201cYes.\u201d<\/p>\n
I finally understood how a company crossed lines without anyone declaring themselves dishonest.<\/p>\n
One compromise.<\/p>\n
Then another.<\/p>\n
Then protecting the first compromise required a second.<\/p>\n
Then the second needed a story.<\/p>\n
Then the story needed records changed.<\/p>\n
Then altered records needed signatures.<\/p>\n
By the time the dollar arrived, the lie was older than my daughter\u2019s memory.<\/p>\n
Evelyn returned to the side agreement.<\/p>\n
\u201cWho drafted it?\u201d<\/p>\n
\u201cVoss-Hall\u2019s outside counsel.\u201d<\/p>\n
\u201cWhich firm?\u201d<\/p>\n
Thomas named one.<\/p>\n
It was the same firm currently representing Atlas Royalty Partners.<\/p>\n
Evelyn wrote it down.<\/p>\n
\u201cDid David Mercer approve it?\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
That surprised me.<\/p>\n
\u201cHe had a copy?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cDid he object?\u201d<\/p>\n
\u201cStrongly.\u201d<\/p>\n
\u201cWhy?\u201d<\/p>\n
\u201cHe said the agreement created incentives not to resolve contributor claims.\u201d<\/p>\n
That was exactly what it did.<\/p>\n
\u201cWhat happened?\u201d<\/p>\n
\u201cMarcus removed David from that part of the restructuring.\u201d<\/p>\n
\u201cYet David stayed involved.\u201d<\/p>\n
\u201cHe was the transaction architect.\u201d<\/p>\n
\u201cWhy?\u201d<\/p>\n
Thomas gave a tired smile.<\/p>\n
\u201cBecause leaving would have cost him his partnership.\u201d<\/p>\n
So David too had compromised.<\/p>\n
At first resisting.<\/p>\n
Then staying.<\/p>\n
Then implementing.<\/p>\n
Then accepting a twenty-five-million-dollar bonus if the final clean-up succeeded.<\/p>\n
Everyone had a point where they could have left.<\/p>\n
Nobody did.<\/p>\n
Evelyn asked, \u201cDid Monica know about the side agreement?\u201d<\/p>\n
\u201cNot initially.\u201d<\/p>\n
\u201cWhen did she learn?\u201d<\/p>\n
\u201cFour years ago.\u201d<\/p>\n
The same time she removed Stephen Ward\u2019s memo.<\/p>\n
\u201cWho told her?\u201d<\/p>\n
\u201cI did.\u201d<\/p>\n
\u201cWhy?\u201d<\/p>\n
\u201cBecause we were considering an earlier sale.\u201d<\/p>\n
\u201cWhat was her reaction?\u201d<\/p>\n
\u201cShe said the structure was indefensible.\u201d<\/p>\n
I almost laughed.<\/p>\n
Monica.<\/p>\n
Indefensible.<\/p>\n
\u201cThen what?\u201d<\/p>\n
\u201cShe wanted to disclose the contributor issue.\u201d<\/p>\n
\u201cWhy didn't she?\u201d<\/p>\n
\u201cCarl said disclosure could kill the sale.\u201d<\/p>\n
\u201cAnd?\u201d<\/p>\n
\u201cVoss-Hall threatened to call my debt.\u201d<\/p>\n
The room became very still.<\/p>\n
\u201cSo you asked Monica to keep quiet?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cDid she agree?\u201d<\/p>\n
\u201cEventually.\u201d<\/p>\n
\u201cDid you pressure her?\u201d<\/p>\n
Thomas closed his eyes.<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cHow?\u201d<\/p>\n
\u201cI told her if Northstar collapsed, thousands of employees would suffer because she wanted to reopen six-year-old agreements.\u201d<\/p>\n
I remembered Monica telling me angry people destroyed valuable opportunities.<\/p>\n
She had probably heard the same argument.<\/p>\n
The company.<\/p>\n
The employees.<\/p>\n
The investors.<\/p>\n
The transaction.<\/p>\n
Always something larger than the person whose rights were being sacrificed.<\/p>\n
Evelyn leaned back.<\/p>\n
\u201cWhat happened to the earlier sale?\u201d<\/p>\n
\u201cIt failed for unrelated reasons.\u201d<\/p>\n
\u201cAnd Project Lighthouse?\u201d<\/p>\n
\u201cBegan later.\u201d<\/p>\n
\u201cBy then Monica was fully participating?\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cWhy?\u201d<\/p>\n
Thomas looked at me again.<\/p>\n
\u201cBecause once you\u2019ve helped hide something, disclosure threatens you too.\u201d<\/p>\n
No one spoke for several seconds.<\/p>\n
That was true of almost everyone.<\/p>\n
The deposition paused.<\/p>\n
During the break, I walked to the restroom.<\/p>\n
Thomas was standing alone in the hallway when I returned.<\/p>\n
His attorney was on the phone farther away.<\/p>\n
Evelyn had told me not to speak.<\/p>\n
Thomas broke the rule first.<\/p>\n
\u201cI am sorry.\u201d<\/p>\n
I looked at him.<\/p>\n
\u201cYou don't get to say that here.\u201d<\/p>\n
He nodded.<\/p>\n
\u201cFair.\u201d<\/p>\n
\u201cYou knew.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cYou had years.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cYou wrote me that note.\u201d<\/p>\n
His eyes lowered.<\/p>\n
\u201cI know.\u201d<\/p>\n
I wanted to ask whether he had thought about it later.<\/p>\n
Whether he remembered me showing up at six in the morning.<\/p>\n
Whether he remembered Sophie visiting the office once and drawing on a whiteboard while I finished a deployment.<\/p>\n
None of those questions mattered.<\/p>\n
The documents answered the important one.<\/p>\n
When forced to choose between honoring the promise and protecting himself, Thomas had chosen himself.<\/p>\n
Evelyn appeared.<\/p>\n
\u201cMason.\u201d<\/p>\n
I walked away.<\/p>\n
The deposition resumed.<\/p>\n
Thomas provided a name for the side agreement.<\/p>\n
Contributor Contingency Support Agreement.<\/p>\n
CCSA.<\/p>\n
Evelyn immediately searched Northstar\u2019s production.<\/p>\n
Nothing.<\/p>\n
Voss-Hall\u2019s production.<\/p>\n
Nothing.<\/p>\n
Emails referenced \u201cCC support.\u201d<\/p>\n
\u201ccontingency structure.\u201d<\/p>\n
\u201cfounder protection.\u201d<\/p>\n
But never the full agreement.<\/p>\n
The court ordered it produced.<\/p>\n
Voss-Hall claimed they could not locate an executed copy.<\/p>\n
Judge Moreno ordered forensic recovery.<\/p>\n
Two days later, the law firm that drafted it found one in an archived client repository.<\/p>\n
The CCSA was worse than Thomas remembered.<\/p>\n
Voss-Hall agreed to provide up to two hundred million to settle contributor claims.<\/p>\n
In exchange, unresolved contributor economics after the fifth anniversary would be deemed \u201cavailable for reallocation\u201d within Atlas Royalty Partners.<\/p>\n
The phrase made me sick.<\/p>\n
Available for reallocation.<\/p>\n
Not because contributors agreed.<\/p>\n
Because nobody told them.<\/p>\n
The fifth anniversary had passed eleven months earlier.<\/p>\n
Exactly when Project Lighthouse\u2019s risk review began.<\/p>\n
Exactly when David\u2019s email calculated my participation above $275 million.<\/p>\n
Exactly when Northstar began building the strategy that eventually produced my one-dollar allocation.<\/p>\n
\u201cThey waited for the anniversary,\u201d I said.<\/p>\n
Graham nodded.<\/p>\n
\u201cFinancially, it looks that way.\u201d<\/p>\n
The CCSA included another clause.<\/p>\n
If contributor obligations exceeded the two-hundred-million-dollar support cap, excess obligations remained Northstar\u2019s responsibility.<\/p>\n
That explained another conflict.<\/p>\n
Voss-Hall wanted contributor claims under two hundred million.<\/p>\n
Northstar wanted them lower still.<\/p>\n
My claim alone exceeded the cap.<\/p>\n
So once Atlas grew, everyone involved had reason to avoid recognizing the real number.<\/p>\n
Then we found the amendment.<\/p>\n
Dated three years after the original CCSA.<\/p>\n
The two-hundred-million cap had been reduced.<\/p>\n
To seventy-five million.<\/p>\n
The same amount Northstar had just offered me.<\/p>\n
I stared at Evelyn.<\/p>\n
\u201cSeventy-five.\u201d<\/p>\n
\u201cYes.\u201d<\/p>\n
\u201cThat wasn't a random settlement offer either.\u201d<\/p>\n
\u201cNo.\u201d<\/p>\n
It was the exact amount of Voss-Hall\u2019s remaining backstop exposure.<\/p>\n
Northstar had tried to settle my claim for the maximum amount somebody else might have been required to fund.<\/p>\n
The offer wasn\u2019t based on my value.<\/p>\n
It was based on their contract.<\/p>\n
Graham traced the amendment.<\/p>\n
In exchange for reducing the support cap, Voss-Hall increased its royalty participation.<\/p>\n
Again.<\/p>\n
Every time contributor protection shrank, investor economics grew.<\/p>\n
By the end, Atlas Royalty Partners controlled nearly fifteen percent of the sale waterfall.<\/p>\n
Not twelve.<\/p>\n
My missing one percent was part of that increase.<\/p>\n
Patrick's unresolved economics accounted for another piece.<\/p>\n
Daniel\u2019s conversion another.<\/p>\n
Piece by piece, the original contributors had subsidized the investors.<\/p>\n
Evelyn filed an amended complaint.<\/p>\n
Northstar.<\/p>\n
Strategic Holdings.<\/p>\n
Atlas Royalty Partners.<\/p>\n
Voss-Hall-related entities.<\/p>\n
Claims tied to the transfers, the cancellation, the accounting and the alleged concealment.<\/p>\n
The defendants responded aggressively.<\/p>\n
But the tone had changed.<\/p>\n
No one called my ownership theory imaginary anymore.<\/p>\n
They argued interpretation.<\/p>\n
Waiver.<\/p>\n
Limitations.<\/p>\n
Consent by conduct.<\/p>\n
Corporate necessity.<\/p>\n
Economic conversion.<\/p>\n
Everything except the simple claim that the interest never existed.<\/p>\n
That mattered.<\/p>\n
Then, one evening, Clare brought me an envelope that had arrived by courier.<\/p>\n
No return address.<\/p>\n
Inside was a single photocopied page.<\/p>\n
A Northstar board memorandum.<\/p>\n
Date:<\/p>\n
Four years ago.<\/p>\n
Subject:<\/p>\n
CONTRIBUTOR REMEDIATION OPTIONS.<\/p>\n
Three options were listed.<\/p>\n
A. Full economic restoration.<\/p>\n
B. Negotiated settlements.<\/p>\n
C. Extinguishment strategy.<\/p>\n
Beside each was a cost.<\/p>\n
Option A:<\/p>\n
$412 million projected future exposure.<\/p>\n
Option B:<\/p>\n
$150\u2013220 million.<\/p>\n
Option C:<\/p>\n
$20\u201360 million plus litigation risk.<\/p>\n
At the bottom, handwritten:<\/p>\n
Proceed C.<\/p>\n
Initials:<\/p>\n
C.B.<\/p>\n
Carl Brennan.<\/p>\n
I looked at Clare.<\/p>\n
\u201cCarl chose the extinguishment strategy.\u201d<\/p>\n
She read the page again.<\/p>\n
\u201cCan you prove it\u2019s real?\u201d<\/p>\n
\u201cNot yet.\u201d<\/p>\n
We sent it to Victor.<\/p>\n
Metadata could not help because it was a photocopy.<\/p>\n
But the format matched Northstar board papers.<\/p>\n
The numbers aligned with known models.<\/p>\n
Evelyn demanded the original.<\/p>\n
Northstar said it could not locate the memorandum.<\/p>\n
Then Carl\u2019s attorney called.<\/p>\n
Carl was willing to testify.<\/p>\n
Not because he wanted to help me.<\/p>\n
Because Northstar had just placed him on leave.<\/p>\n
The people who had protected the same secret for years were beginning to turn on one another.<\/p>\n
Thomas\u2019s attorney requested another deposition before we could subpoena one. That was becoming a pattern. People who had spent years avoiding questions suddenly wanted to answer them before someone else … <\/p>\n","protected":false},"author":1,"featured_media":22658,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-22677","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-insightdrama"],"_links":{"self":[{"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/posts\/22677","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/insightdrama.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=22677"}],"version-history":[{"count":1,"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/posts\/22677\/revisions"}],"predecessor-version":[{"id":22723,"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/posts\/22677\/revisions\/22723"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/insightdrama.com\/index.php?rest_route=\/wp\/v2\/media\/22658"}],"wp:attachment":[{"href":"https:\/\/insightdrama.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=22677"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/insightdrama.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=22677"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/insightdrama.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=22677"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}