Chapter 5 - The Fine Print
I had Priya send me the transaction packet directly. On the surface, it looked ordinary — authorization to raise our offer, approval to adjust financing. Then I hit page eighteen.
A side letter. If the deal closed under the amended structure, management authority over Beacon's integration would transfer to a brand-new subsidiary. Cole Clinical Systems. Chief executive designate: Preston Kane.
The subsidiary's incentive pool included substantial equity rights. And buried in another clause: if the board approved the amended authorization before December 25th, Preston's incentive vested immediately upon execution. Before Christmas. Before due diligence reopened. Before I had time to ask a single question.
The fake deadline finally made sense. Preston hadn't just wanted this acquisition. He'd wanted me rushed into it.
Priya wasn't finished. "There's more."
I hated those words already. "What?"
"Ellison Diagnostics has a legacy shareholder agreement. One shareholder has special approval rights over any sale involving Beacon."
"Who?"
She hesitated. "Naomi Ellison."
I stared at nothing for a second. "Say that again."
"She owns eleven percent."
Ellison Diagnostics. Her last name. I'd written it off as coincidence for nine months. It wasn't.
Naomi looked up and caught my expression. "What?"
I lowered the phone. "You own part of Ellison Diagnostics?"
She went very still, then nodded slowly. "My father co-founded it. With Dr. Evan Ellison."
"Why didn't you tell me?"
May you like
She almost laughed. "When, exactly?"
Fair.
