Chapter 11 - THE AGREEMENT FROM INSIDE NORTHSTAR
The former general counsel, Samuel Price, had left Northstar six months earlier.
He admitted signing a side letter during early negotiations.
Katherine told him she feared the buyer might contain a hidden family investor. Samuel drafted protection requiring disclosure and board review if that occurred.
He did not know I controlled Northstar.
The agreement had never been entered into Northstar’s official deal folder.
Katherine kept the original.
Samuel received a consulting payment from Keller Atelier after leaving Northstar.
He claimed it compensated unrelated work.
The timing suggested conflict.
Northstar sued him and referred the matter to professional regulators.
The side letter did not guarantee automatic reinstatement. It required independent review and potential remedies for nondisclosure.
Katherine presented it as proof that the entire acquisition was fraudulent.
Our independent committee produced sealed records showing it knew my relationship and had authorized confidential treatment. Harold Pike had acknowledged the related-party disclosure on Keller Atelier’s behalf.
The dispute narrowed to whether Katherine personally received adequate notice.
A judge could rescind parts of the deal or award damages without restoring her as chief executive.
Still, uncertainty threatened the lender.
I faced a choice.
Fight to preserve Northstar’s seventy-two-percent control exactly as purchased, or renegotiate the acquisition under court supervision with the correct cap table and full disclosure.
Renegotiation would dilute Northstar’s stake, recognize my historic shares separately, reduce the purchase price, and give employees a future equity pool.
It would also remove Katherine’s strongest procedural argument.
Northstar’s investors opposed giving up economics they had contracted to receive.
I reminded them that the seller disclosures were false.
We could spend years defending control over a company weakened by litigation, or accept a cleaner structure.
The committee approved renegotiation by a narrow vote.
I did not vote because of the conflict.
The lender extended support.
Katherine lost the reinstatement argument.
She gained a damages claim that remained unresolved.
Then she escalated outside court.
She contacted the hospital client and sent internal emails suggesting Keller Atelier’s financial records were unreliable.
The claim was partly true.
The purpose was destructive.
The client froze new work pending assurance.
Cash projections worsened.
The interim CEO proposed immediate layoffs again.
Before the board acted, Eleanor requested another meeting.
She brought the original Hearthline ledger, removed from Richard’s study before the trust freeze.
It recorded every transfer, initials beside approvals, and notes explaining which family expense each inflated invoice covered.
Katherine’s handwriting appeared throughout.
So did Eleanor’s.
So did Richard’s.
One notation beside my genuine bridge payment read:
Jocelyn will not check. She never wants to know what family costs.
The sentence was cruel.
It was also accurate enough to hurt.
I had preferred distance to confrontation for years.
That distance gave them room.
The final pages contained a payment to Samuel Price.
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The side agreement had not been defensive lawyering.
Katherine paid Northstar’s former counsel to create leverage inside the acquisition.
