Chapter 2 - The Proxy
Michael’s attorney arrived twenty minutes later.
Aaron Blake had represented Michael personally for eleven years, separate from Ellison Biomed’s corporate counsel.
He was fifty, careful, and visibly angry.
Victoria tried to intercept him.
Aaron walked past her.
“Laura?”
She handed him the access log.
He read it.
“Who accessed the portal?”
Nurse Elena answered.
“The credential belonged to an outside authorized representative.”
Victoria folded her arms.
“I have authorization.”
Michael’s voice came through the intercom.
“Not anymore.”
Aaron looked toward him.
“When did you revoke it?”
“Yesterday.”
Aaron closed his eyes briefly.
“The hospital hasn’t processed the replacement yet.”
Victoria immediately seized on it.
“So legally, my access remained active.”
Elena replied, “Portal access and authority to alter clinical directives are not the same thing.”
Victoria’s jaw tightened.
Laura looked between them.
“What exactly did she access?”
Elena turned the tablet.
Michael’s chart contained an Advance Health Care Directive.
Laura had always assumed, as his wife, she would make decisions if he could not.
That was almost true.
But five years earlier, before marrying Laura, Michael had named Victoria as alternate healthcare agent behind his father.
After their father died, Victoria became the first listed backup if Laura was unavailable.
Yesterday Michael had executed a new directive removing her entirely.
Yet at 6:12 that morning, someone using Victoria’s credentials attempted to upload a physician incapacity certification.
Laura stared.
“What does that do?”
Aaron answered.
“Michael’s corporate voting agreement contains a springing proxy.”
She looked at him.
“What does that mean in English?”
“If Michael is medically incapable of managing his affairs, certain voting rights over his forty-four-percent block temporarily transfer to the successor named in an older family agreement.”
Laura already knew.
“Victoria.”
Aaron nodded.
The Ellison family controlled Ellison Biomed, a private medical-device company valued at roughly $720 million.
Michael owned forty-four percent.
Victoria owned twenty-one.
An employee trust controlled fifteen.
Outside investors held the remaining twenty.
If Victoria temporarily controlled Michael’s shares, she would command sixty-five percent.
Enough to restructure almost anything.
Laura looked at Michael.
“What were they planning?”
He closed his eyes.
“I found a draft sale agreement.”
“For the company?”
“Not all of it.”
“Then what?”
“Our surgical-imaging division.”
Victoria snapped, “That division needs capital.”
Michael ignored her.
“To Argon Peak Partners.”
Aaron’s expression changed.
Laura noticed.
“You know them?”
“Yes.”
“Is that bad?”
Aaron looked toward Victoria.
“They’ve been trying to buy Ellison assets for three years.”
Victoria spoke.
“Because they are well capitalized.”
Michael’s intercom clicked.
“And because you owe them money.”
Silence.
Laura turned.
Victoria went still.
“What is he talking about?”
Michael breathed slowly.
“Vault 314.”
Victoria looked toward the brass key in Laura’s hand.
Then she did something that frightened Laura more than shouting.
She became calm.
“Michael is medicated.”
Michael stared at her.
“You’re proving my point.”
“He has had arrhythmias. Sedatives. Pain medication.”
Elena’s voice sharpened.
“He is currently alert and oriented.”
Victoria ignored her.
“Laura, you don’t understand what stress can do to someone in his condition.”
Laura stepped closer.
“I understand you hit me while I was holding my son.”
Victoria’s eyes flashed.
“You came here waving documents in front of a sick man.”
“My husband asked me to bring them.”
Michael nodded behind the glass.
Victoria’s composure slipped.
Only slightly.
Then Aaron’s phone rang.
He read the message.
His face changed.
“What?”
“The Ellison Biomed board meeting has been moved.”
Michael’s palm hit the glass.
“To when?”
Aaron looked at him.
“Tonight.”
Laura stared at Victoria.
“You moved it.”
Victoria said nothing.
Aaron continued.
“Agenda item one: determination of temporary executive incapacity.”
“Agenda item two?”
He looked at Laura.
“Appointment of interim chief executive.”
Everyone already knew who Victoria expected that to be.
Laura closed her fingers around the brass key.
“Where is Vault 314?”
Aaron answered.
“The old Ellison family office.”
Victoria stepped forward.
“You are not going there.”
Laura looked at her.
“You don’t get to tell me where I go anymore.”
Then Michael spoke through the intercom.
“Laura.”
She turned.
“There’s one more thing in the vault.”
“What?”
Michael hesitated.
“When you find the black ledger, don’t assume Victoria is the only person who lied to you.”
Laura felt cold.
“Who else?”
May you like
He looked directly at her.
“Me.”
