Chapter 18 - THE DAMAGE THAT WAS SMALL ENOUGH TO COUNT
Berenger’s final corporate reimbursement dispute settled.
$19,300 total repayment for improper personal expenses and vendor charges.
Not millions.
Then legal fees.
He argued some were authorized.
Company conceded several entries.
Fine.
The more important consequence was contractual:
Two-year non-solicit? Careful enforceability varies. Better say confidentiality and non-use obligations definitely. A limited non-solicitation clause was subject to local enforceability and counsel did not overstate it.
He could start another company.
He could compete where lawful.
He could not take proprietary designs.
Could not hold himself out as Vale CEO.
Could not direct Vale employees after termination.
Could not use company systems.
His threat:
“I’ll destroy your company.”
Reality:
He could be a difficult competitor someday.
He could not simply flip a switch.
Then one customer delayed a major renewal because of leadership uncertainty.
Revenue risk:
About $3.4 million annual contract value.
Not lost yet.
Company had practical damage.
Dad did not pretend otherwise.
“Removing a CEO hurts even when removal is right.”
That was the cost of governance.
Then my own role.
My angry email? We haven't done that. Could still make flaw besides money transfer. Money transfer is enough. No need add more.
Then Berenger sent a settlement proposal through divorce counsel.
He would:
Agree I keep all twelve percent shares undisputed.
Waive claim to appreciation.
Give me exclusive ownership of house.
In exchange:
I support a corporate settlement restoring a portion of his unvested equity and provide a declaration saying Dad influenced the board.
No.
Mixing proceedings.
I rejected.
Even though the house offer tempted me.
Naomi said:
“That is the right answer.”
I said:
May you like
“I hate right answers.”
Fair.
