Chapter 24 - Vivian’s final corporate move
Vivian exercised her rights as a 5.3% shareholder.
She requested books and records relating to the Marwick delay and settlement.
Legally entitled if proper purpose.
The company could not deny because directors disliked her.
Her stated purpose:
Determine whether board unfairly attributed excessive transaction costs to her misconduct and whether the $280,000 settlement should be reconsidered.
The settlement already included release.
But shareholder inspection rights could still exist for separate governance concerns.
Company provided a controlled production.
Vivian’s counsel found something:
One investment bank invoice of $94,000 had been included in an internal schedule as “delay-related” even though the work would have occurred regardless.
That meant our damages estimate had overstated incremental cost in one draft.
Did it invalidate settlement?
No.
Final settlement did not rely on exact one-to-one reimbursement.
Still embarrassing.
The company corrected records.
Vivian withdrew threat of derivative claim after independent committee confirmed no shareholder loss from the accounting classification.
She had been right about a narrow issue.
Again.
Bad actors can still be correct about arithmetic.
Then she requested nomination to an advisory brand council.
Board denied.
No contractual right.
She remained passive shareholder.
That was the last meaningful corporate counterattack.
No secret takeover.
No new scheme.
May you like
Just shareholder rights used against a company that now had to follow its own rules carefully.
Healthy, in an irritating way.
