Chapter 12 - The Letter to the Bank
It started with a phone call from our main credit bank.
They wanted a written certification of who could authorize parent-company guarantees.
Reasonable.
Elaine Mercer, corporate secretary, prepared draft:
Current authority unchanged except extraordinary matters subject to special committee and Emery custodian rights.
Accurate.
I hated how weak it sounded.
Not legally weak.
Emotionally.
It read like DeLuca Group had no center.
The bank’s credit officer asked:
“Who controls the parent company right now?”
I answered:
“No single person.”
Correct.
Then he said:
“That’s difficult for us.”
I heard challenge.
I responded like a Bellandi.
“I have thirty-eight percent outright and conditional access to another twelve on continuity matters. Operationally, I’m CEO. There’s no uncertainty about who runs the businesses.”
Partly true.
Too broad.
He wrote it down.
Then I sent a follow-up email without Evelyn’s review:
For practical purposes, existing management control remains with my office while succession litigation proceeds.
That was wrong.
Management was mine.
Governance control was not.
The bank’s lawyers saw conflict with court documents.
They paused approval of a $40 million revolving credit renewal until clarification.
Not all accounts frozen.
No payroll disaster.
But the renewal funded seasonal inventory for food distribution and hotel improvements.
Delay cost.
Elaine was furious.
“What did you send?”
“I clarified.”
“You misstated.”
“I run operations.”
“You wrote management control includes disputed governance.”
I knew.
Then Sterling’s lawyer complained that I appeared to characterize Emery’s proxy as mine.
Exactly what Giovanni prohibited.
Francesca filed the email in appellate papers:
Salvatore confirms he intends to use child’s shares as personal control.
Disaster.
Then lender required formal opinion from independent counsel before renewal.
Two-week delay.
Higher temporary borrowing cost:
Roughly $210,000 in fees and interest.
Real.
DeLuca Group absorbed.
Board censured me.
Yes.
CEO.
Me.
Formal censure for unauthorized governance representation.
Independent directors removed me from bank/governance communications for sixty days.
Elaine handled.
I accepted.
Dante did not gloat.
That made it worse.
He said:
“You sounded like Mom.”
I looked at him.
“She always says if she’s the one doing work, authority should follow.”
There.
Same family disease.
Then Emery’s guardian Laura Bennett asked for hearing.
Not to remove me as parent.
To review proxy eligibility.
My stomach dropped.
Could I lose proxy qualification?
Yes.
Giovanni required CEO in good standing with no material governance conflict.
My censure created issue.
Sterling suspended my conditional proxy pending review.
I had turned temporary authority into personal language and lost access to it.
That was deserved.
Francesca celebrated publicly:
“Court recognizes Salvatore’s conflict.”
Not exactly.
Still.
Then chair matters.
No pending removal votes, so business continued.
But if extraordinary issue arose, Emery’s shares would be voted solely by Sterling.
Good.
Then I paid? Could I personally reimburse company 210k? Board counsel said doing so might create weird precedent but I could voluntarily reimburse direct incremental legal cost caused by email, perhaps $45k. The financing cost was company business and not solely attributable. Better I waived annual bonus portion equal to documented incremental advisory costs, $60k. Good.
I did.
Then my board compensation review.
No firing.
Performance strong.
Mistake serious.
Censure stays.
Then I told Emery? Child doesn't need details. She did ask why I was angry.
“I wrote something about your shares I shouldn’t have written.”
“Mine?”
“Yes.”
“You steal?”
“No.”
“Then?”
“I made it sound like I could control them.”
“Can you?”
“Not right now.”
“Good.”
I laughed despite myself.
Then:
“Why good?”
“Because Grandpa gave me.”
Exactly.
A five-year-old understood property boundaries better than I had in one angry email.
Then Francesca asked Sterling to permanently bar me as proxy.
They refused.
Suspension pending conduct review.
Not revenge.
Then appellate oral argument.
Francesca’s lawyer used my email repeatedly.
The judges asked:
“If Salvatore treats the minor’s shares as personal control, does that undermine Giovanni’s intended independence?”
Yes, concern.
But instrument had safeguards.
Ironically, my mistake proved need for them.
Malcolm argued:
“The instrument anticipated conflicts by empowering independent custodian to withhold proxy.”
Strong.
I had become evidence that my father designed well.
Humiliating.
Then no immediate appellate decision.
Months.
I went back to operations.
No governance statements.
No bank calls.
I apologized to Elaine.
She said:
“You don’t need to sound powerful for us to know you’re CEO.”
That landed.
Then Rafe:
“You do, though.”
“Do what?”
“Need to sound powerful.”
“Shut up.”
He smiled.
Correct.
Then Francesca called.
“I told you the shares would corrupt you.”
I almost hung up.
Instead:
“I made one governance mistake.”
“One?”
“Do you want a list of yours?”
Silence.
Then I stopped.
“No. This is exactly the problem.”
“What?”
“We keep using each other’s failures as permission.”
Francesca said nothing.
I continued:
“My email was wrong even if you’re worse.”
She whispered:
“You sound like Giovanni.”
“No. He was also wrong plenty.”
Then she hung up.
May you like
For once, not because she won.
Because I refused the family scoreboard.
