Chapter 13 - The Purge of Northgate’s Shadow
On Monday morning at nine o’clock, the grand boardroom at Northgate Systems headquarters on Park Avenue was colder than a winter tomb.
The seven remaining members of the board of directors sat around the forty-foot glass table, their faces tight with apprehension.
These were the men who had rubber-stamped Jerome’s lavish compensation packages for a decade.
These were the men who had looked the other way when Jerome expensed hundred-thousand-dollar weekend retreats and private jet leases.
They had thought that by voting to fire Jerome during the public shareholder panic, they had washed their hands of the rot.
They were about to learn that complicity carries its own invoice.
The double doors at the end of the room swung open.
I walked into the boardroom wearing an ivory bespoke wool suit, accompanied by Marcus Wright and two forensic investigators from Price & Harding.
I did not take a seat at the foot of the table.
I walked directly to the head of the room, taking the broad leather chair Jerome had occupied for twelve years.
Marcus placed a thick stack of grey folders in front of each board member.
Arthur Vance, who had rejoined the board as an observer after Drayton recapitalized the company, shifted uncomfortably in his chair.
"Mrs Chase," began Richard Sterling, a sixty-year-old venture capitalist who had served as the lead independent director.
"We are delighted to welcome you to the executive table."
"We believe that under your guidance, Northgate can re-establish its credibility on Wall Street."
"You are not welcoming me, Mr Sterling," I said, opening the thin black folder before me.
"I am dismissing you."
The room seemed to drop ten degrees in an instant.
Richard Sterling's smile evaporated, his eyes widening behind his tortoiseshell glasses.
"Excuse me?" Sterling stammered.
"I am the chair of the corporate governance committee."
"You cannot dismiss an independent director without a general proxy vote."
"Under Section Nine of the Drayton Convertible Debt Agreement signed yesterday," Marcus Wright interjected smoothly, "the senior secured creditor has the unilateral authority to reconstitute the board in the event of systemic governance failure."
"And failure is an exceptionally polite term for what occurred under your watch," I added, looking Sterling straight in the eye.
"In folder number two, you will find four years of audit committee meeting minutes."
"On eleven separate occasions, internal compliance flagged unauthorized capital disbursements related to Jerome’s personal accounts."
"On eleven separate occasions, you, Mr Sterling, and you, Mr Caldwell, signed waivers classifying those transactions as 'confidential strategic development.'"
"You did not do this out of ignorance."
"You did it because Jerome granted your investment vehicles preferential access to secondary debt placements."
Sterling's face turned the color of chalk.
Beside him, Harold Caldwell, another senior director, began sweating profusely, pulling his linen handkerchief from his pocket to wipe his brow.
"We had no knowledge of Ms Ford or Crestview," Caldwell croaked.
"You had a legal duty to know, Harold," I replied coldly.
"When you accept a three-hundred-thousand-dollar annual director’s retainer, your job is not to drink twenty-year-old scotch in the dining room and nod your head."
"Your job is to protect the shareholders who trusted you with their life savings."
"By the close of business today, all seven independent directors will tender their resignations for personal reasons."
"If you sign the voluntary exit agreements on the final page of your folders, the Drayton family will not file civil breach-of-fiduciary claims against your personal assets."
"If you refuse, Marcus has seven federal process servers waiting in the lobby downstairs."
The directors looked down at the documents before them.
The sound of heavy silence filled the room, punctuated only by the distant hum of traffic outside on Park Avenue.
One by one, the seven men picked up their pens.
Richard Sterling’s hand trembled as he scratched his signature onto the legal release.
When the last pen was set down on the glass table, Marcus gathered the seven executed agreements into his leather satchel.
"Thank you for your service to Northgate, gentlemen," Marcus said without a shred of warmth.
"Security will assist you in collecting your personal effects from your lockers."
The seven directors stood up, avoiding my gaze, and filed out of the boardroom like disgraced schoolboys.
Only Arthur Vance remained seated at the far end of the table.
Arthur looked at me, a mixture of awe and profound respect showing in his steady grey eyes.
"You dismantled the entire old boys' club in twenty minutes, Leona," Arthur murmured.
"I didn't dismantle anything, Arthur," I said, standing up and buttoning my suit jacket.
May you like
"I simply cleaned the house."
"Now, let us discuss who we are hiring to actually run this company with honor."
