Chapter 12 - Vivian demands reinstatement
Vivian challenged her administrative leave.
Her employment contract guaranteed:
Notice.
Opportunity to respond.
No indefinite paid suspension without process.
Correct.
The special committee retained independent counsel:
Maya Chen.
Vivian’s lawyer argued:
The company had overreacted to a private marital dispute.
No criminal conviction.
No shareholder loss.
No failed transaction.
No assault committed by Vivian herself.
True.
Then fiduciary issue.
Vivian was an officer.
She had used company systems and investor relationships to create a personal leverage strategy against CEO.
Was that a breach of duty?
Potentially.
But officers may plan leadership transitions.
The line depended on intent and deceptive conduct.
Then her strongest argument:
I really did centralize power.
Board minutes showed:
I bypassed Vivian on two brand decisions.
I negotiated Marwick directly after she requested joint authority.
I dismissed one of her acquisition concerns without discussion.
I had told Charles Wynn:
“Vivian is brilliant at brand. She is not running my company.”
Bad sentence.
It was not only my company.
She saved it.
Then Vivian argued:
Her fear that I would never share authority was grounded in real governance problems.
Again:
She was wrong in method.
Not wrong about every diagnosis.
The special committee kept her on leave but ordered an independent governance review of me too.
I agreed.
Then investors.
Some wanted Vivian back because she was effective.
One email:
Do not let family drama remove a top operator without due process.
Reasonable.
Another:
If evidence shows she staged a CEO conduct event, she cannot return to executive office.
Also reasonable.
No instant unanimity.
Then Marwick.
Seller extended closing deadline by thirty days in exchange for:
$450,000 additional nonrefundable deposit.
Painful.
Board approved.
The manufactured scandal now had a real cost.
Not $5.8 million yet.
$450,000.
Who bore it?
Company.
Not Vivian personally.
May you like
At least not yet.
That would become part of the damages fight.
