Chapter 5 - The Proxy
The extraordinary shareholder meeting remained scheduled.
Daniel’s written revocation should have destroyed Caleb’s proxy.
Instead, Caleb’s lawyers produced a second document.
This one was worse.
A voting agreement allegedly signed by Daniel six months earlier.
It authorized Caleb to vote Daniel’s controlling shares on transactions involving the East Harbor portfolio if Daniel was unavailable.
Daniel read it in Maya’s office.
“I’ve never seen this.”
The signature was his.
The initials beside three paragraphs were his.
Even a handwritten notation looked like his.
Maya studied him.
“Do you use signature stamps?”
“No.”
“Digital signature?”
“Yes.”
“Delegated access?”
Daniel hesitated.
“To Caleb’s executive assistant for routine filings.”
“And your own assistant?”
“Nora sometimes sends documents after I approve them.”
Maya leaned back.
“We need access logs.”
Daniel called Mercer IT.
The answer arrived within hours.
His secure signature profile had been accessed repeatedly from Caleb’s office network.
Daniel’s phone should have received authentication prompts.
It had not.
Someone had changed the authentication number.
To a prepaid phone.
The number had been purchased with a corporate expense card belonging to Caleb’s office.
Maya said, “This is enough for a serious internal investigation.”
“Not enough to prove Caleb personally did it.”
“Correct.”
Daniel appreciated that she kept refusing to give him certainty faster than evidence could support it.
The board convened at noon.
Caleb sat across from Daniel as though nothing had happened.
Chairman Ellis opened the meeting.
“We have a disputed proxy and allegations of unauthorized use of corporate credentials.”
Caleb spoke calmly.
“Daniel authorized broad delegation during the Clairmont acquisition. His memory has been inconsistent.”
Daniel stared at him.
“Say what you mean.”
“I mean you approve things and later claim you don’t remember them.”
“Like sending my daughter away?”
The chairman intervened.
“Keep the family matter separate.”
Daniel shook his head.
“It isn’t separate.”
He presented the Harbor Light payments.
Caleb’s expression barely changed.
“Legitimate charitable grants.”
“To an organization trying to take Emily based on forged papers.”
“I did not manage their admissions.”
“You approved one point eight million dollars.”
“Over eighteen months.”
“And ninety-six thousand specifically tied to my daughter.”
“That payment was coded incorrectly.”
Daniel laughed.
“You’re CFO.”
“Which means I oversee thousands of transactions.”
The board’s outside counsel asked for an independent forensic review.
Caleb agreed immediately.
Too immediately.
Daniel noticed.
Then Caleb turned the attack.
“Daniel canceled a wedding in front of two hundred people, accused his fiancée of kidnapping his daughter, froze charitable programs, and is now accusing senior management of forging documents. The board should consider whether he is presently capable of serving as CEO without an independent review.”
Silence spread around the table.
Daniel had not expected that.
Chairman Ellis frowned.
“Caleb.”
“I am obligated to raise governance risk.”
Daniel’s anger surged.
“You created the risk.”
“Prove it.”
Those two words changed the room.
Daniel wanted to cross the table.
Instead, he sat back.
“You’re right.”
Caleb blinked.
Daniel continued.
“I will.”
After the meeting, the board authorized an outside firm to examine both the proxy and foundation transfers.
But they also created a temporary oversight committee limiting Daniel’s unilateral authority over major transactions.
He had preserved his title.
He had lost part of his power.
Maya met him outside.
“You handled that well.”
“It didn’t feel well.”
“Good decisions rarely feel as satisfying as bad ones.”
Daniel looked at her.
“Is that legal advice?”
“Life advice. Legal advice costs more.”
For the first time that week, he smiled.
It vanished when Nora called.
“Mr. Mercer, Rebecca is here.”
“At the house?”
“She says she’s collecting her belongings.”
“Do not let her near Emily.”
“Emily is with the therapist.”
Daniel heard Rebecca’s voice in the background.
Then Nora gasped.
The line disconnected.
Daniel was in his car within seconds.
By the time he reached home, Rebecca was standing in the foyer surrounded by open boxes.
Nora stood near the staircase.
Her cheek was red.
Daniel stopped.
“What happened?”
Nora said, “She slapped me.”
Rebecca snapped, “She tried to take my phone.”
“Why?”
Nora pointed at it.
“Because she was deleting messages.”
Rebecca went pale.
Daniel looked at her.
“What messages?”
She clutched the phone.
“Private ones.”
Daniel stepped closer.
“From Caleb?”
Her face answered before her mouth did.
Then Emily’s therapist appeared upstairs.
Rebecca looked toward the child’s room.
Daniel saw something frightening in her expression.
Not anger.
Calculation.
He moved between Rebecca and the staircase.
“Get out.”
Rebecca looked at him for a long moment.
May you like
Then she whispered, “If you destroy Caleb, he will destroy you first.”
It was the first time she had admitted there was something between them worth destroying.
