Chapter 3 - THE RECORDING FROM BLACKRIDGE
At 8:00 the next morning, I listened to my husband sell me.
Not metaphorically.
Financially.
Blackridge’s senior partner had recorded a January strategy meeting after counsel advised preserving negotiations.
Gwen’s voice came first.
“Nora does not participate operationally.”
True.
Julian:
“She trusts me with corporate matters.”
Once true.
Then:
“She understands we need institutional capital.”
False.
The Blackridge partner asked:
“Does she understand the dilution?”
Julian answered:
“She understands she cannot keep eighty-three percent forever.”
I had never said that.
Then Gwen laughed.
“You have to understand Nora. She inherited control. Julian built the business.”
My fingers tightened around the conference-room table.
Martin glanced at me.
I said nothing.
The recording continued.
Blackridge:
“The founder agreement gives her extensive protections.”
Julian:
“Not after the spousal consent.”
Blackridge:
“She signed?”
Julian:
“She will.”
Blackridge:
“That is not what I asked.”
Then silence.
Smart question.
Then Gwen:
“The paperwork is being handled.”
I looked at Eleanor.
“How close were they to closing?”
“Very.”
Blackridge had not known the consent was forged.
At least current evidence supported that.
They wanted control.
Aggressively.
But they apparently wanted it legally.
Then came the part that changed the affair itself.
Blackridge partner:
“And after the restructuring, who runs Hartwell?”
Gwen:
“I remain CEO.”
Julian laughed.
“For now.”
Silence.
Gwen’s recorded voice hardened.
“What does that mean?”
Julian:
“It means we’ll decide later.”
I looked up.
Interesting.
Gwen had believed she and Julian were partners.
Julian apparently had plans beyond her too.
Then the partner asked:
“Mr. Mercer, what position do you expect?”
Julian:
“Executive chairman.”
There it was.
My husband had not been helping Gwen take over.
He expected to outrank her after using her CEO appointment to get the transaction done.
The engagement ring suddenly looked less romantic.
More operational.
Then the recording stopped.
Eleanor said:
“There’s more, but Blackridge’s lawyers are reviewing privilege issues.”
“Fine.”
Martin slid me a report.
Gwen’s appointment as CEO six months earlier had been championed by Julian.
I remembered.
He insisted Hartwell needed “outside sophistication.”
I supported the board’s vote.
Gwen had an impressive résumé.
Turnaround experience.
International logistics.
Private equity relationships.
Blackridge relationships.
That last piece had not been disclosed clearly enough.
Then our CFO, Denise Foster, joined the meeting.
She looked furious.
“I found vendor payments.”
Of course.
“What kind?”
“Consulting.”
Recipient:
CROWN ADVISORY GROUP.
$12.4 million over nine months.
Purpose:
Restructuring advisory.
“Who owns Crown?”
Denise turned the page.
A Delaware entity held by another entity.
Final beneficial owner:
Marcus Cole.
Gwen’s brother.
I stared.
“Was the relationship disclosed?”
“No.”
“Who approved the invoices?”
“Julian.”
There it was.
Julian and Gwen had not only been sleeping together.
He had approved millions in payments to her family.
Then Denise added:
“And Crown advised on the Blackridge transaction.”
Circular.
Hartwell paid Gwen’s brother.
Her brother advised Hartwell to accept Blackridge capital.
Blackridge capital diluted me.
Gwen remained CEO.
Julian became chairman.
Everyone won.
Except me.
And potentially thousands of employees after Blackridge restructuring.
Then Denise showed us something else.
Crown Advisory had paid a “business development fee.”
$1.8 million.
Recipient:
JRM Strategic Holdings.
Owner:
Julian Robert Mercer.
My husband had secretly collected money from Gwen’s brother’s company.
“What was the fee for?”
Denise looked at me.
“Introducing Crown to Hartwell.”
I actually laughed.
“He approved a company payment to Gwen’s brother, then took a fee from Gwen’s brother for bringing him the business?”
“Yes.”
Martin looked sick.
Then Eleanor said:
“That may create serious legal issues.”
Good.
But I wasn’t finished reading.
JRM Strategic had another account.
And three weeks earlier it had purchased something.
A penthouse.
$6.2 million.
Title:
Julian Mercer and Gwen Cole.
May you like
They had already bought the home they planned to share.
Using money connected to Hartwell.
