Chapter 3 - MY SISTER KNEW I STILL OWNED THE SHARES WHEN SHE LAUGHED AT ME
The legal memo was eleven pages.
I read it three times.
Date:
May 14, 2024.
To:
Victoria Park, CEO.
Robert Park, Board Observer.
Elaine Morris, CFO.
Subject:
Historical Founder Equity Remediation.
My father had received it too.
Not an old accountant.
Not some forgotten lawyer.
Dad.
Victoria.
Two years before the IPO dinner.
The memo explained everything.
The 2017 repurchase agreement had never been approved by the board.
The purchase price had never been paid.
No shares had been surrendered.
No certificate had been canceled.
Company tax records continued listing me as a shareholder through 2019, after which internal capitalization schedules simply began showing my shares as “repurchased treasury stock.”
No underlying transaction supported the change.
Outside counsel recommended remediation immediately.
Options:
Pay negotiated repurchase price with accrued consideration.
Negotiate updated buyout.
Recognize shares as outstanding.
Obtain ratification and waiver from Alison Park.
The final paragraph was the worst.
Because Alison Park remains an original Class B founder, the company should resolve her consent rights before any public offering, merger, or charter conversion.
I sat at my dining table staring at my own name.
Nina said:
“They knew.”
“Yes.”
“They had two years.”
“Yes.”
“Did anyone contact you?”
“No.”
“Not even Dad?”
“No.”
Her voice softened.
“I’m sorry.”
I hated that sympathy from my lawyer hurt more than contempt from my sister.
At noon, Victoria arrived at my building.
She buzzed until I answered.
“What?”
“Let me up.”
“No.”
“Alison.”
“No.”
“We are not doing this through lawyers.”
I laughed.
“You’ve been doing it through lawyers for two years.”
Silence.
“Let me explain.”
“From the sidewalk.”
“This is insane.”
“Then go home.”
She lowered her voice.
“Goldman postponed the organizational call.”
“That sounds inconvenient.”
“Forty-seven people were supposed to be on it.”
“Then they have a free hour.”
“Stop.”
The anger in her voice finally sounded familiar.
That was my sister.
Not polished CEO Victoria.
The girl who once threw a hairbrush at me because I wore her sweater.
“You cannot do this because your feelings are hurt.”
“My feelings?”
“You’re angry about dinner.”
“I found out you hid my ownership for two years.”
“That is not what happened.”
“What happened?”
She hesitated.
“We were trying to resolve it without dragging you back into Meridian.”
“You offered me a job at Meridian twelve hours ago.”
No answer.
“Entry-level, remember?”
“That was separate.”
“Was it?”
Victoria sighed.
“Can we please act like adults?”
“Yes.”
I opened the lobby door remotely.
Not my apartment.
The conference room on the first floor.
Glass walls.
Visible to the lobby.
Nina joined by video.
Victoria hated that.
Good.
She sat across from me wearing cream trousers and a navy blazer.
IPO CEO uniform.
“Alison.”
“Nina is counsel.”
“I know.”
Victoria looked at the screen.
“Nothing I say here is a formal company position.”
Nina replied:
“That sentence is adorable.”
I looked down to hide a smile.
Victoria glared.
Then:
“The memo overstated the practical problem.”
“Goldman disagrees.”
“They are underwriters. Their entire job is risk avoidance.”
“Yes.”
“So this can be fixed.”
“With my signature.”
“Yes.”
“What am I signing?”
“Founder consent to the charter conversion and ratification of historical capitalization.”
“Including my shares?”
“Eventually.”
“No.”
Victoria leaned back.
“What do you want?”
I stared.
“Truth.”
“Alison.”
“Why didn’t you tell me in 2024?”
“We were not sure counsel was correct.”
“Then why didn’t you ask me?”
“Because you had left.”
“Nine years earlier.”
“You wanted nothing to do with Meridian.”
“That is not permission to alter the stock ledger.”
Her face tightened.
“We did not alter anything maliciously.”
“Who changed my shares to treasury stock?”
“Accounting.”
“Based on what?”
“A historical understanding.”
“Whose?”
“Dad’s.”
There.
Dad.
Again.
Victoria continued.
“Everyone understood you had surrendered the shares.”
“I did not.”
“You signed a sale agreement.”
“You never paid.”
“Because the company was nearly insolvent.”
“That was your problem.”
“Our problem.”
I stared.
“No.”
She flinched.
“Our problem ended when you told me the buyout was handled.”
Victoria’s voice lowered.
“Do you remember why you left?”
“Yes.”
“You were exhausted.”
“Yes.”
“You missed investor calls.”
“Mom was in cardiac rehab.”
“You told everyone you were done.”
“Yes.”
“You walked away.”
The accusation arrived.
Finally.
“You want twenty-three percent now because Meridian became valuable.”
I laughed.
“No.”
“What else is this?”
“I did not call Goldman.”
“They called me.”
“You could sign today and let the IPO proceed.”
“And then negotiate with a billion-dollar public company after I surrender the one right forcing you to speak to me?”
Victoria looked away.
Nina said:
“That would be a poor legal strategy.”
Victoria ignored her.
“What would be fair?”
I had not thought that far.
That surprised me.
Money should have been the obvious answer.
It wasn’t.
“What did the board know?”
Victoria’s eyes shifted.
“All relevant matters were disclosed.”
“Did the board know I never received payment?”
“Some directors.”
“Investors?”
“Some.”
“The S-1 draft?”
She stopped.
There.
“What does the S-1 say?”
Victoria did not answer.
I opened the draft Goldman had sent Nina.
Founder history:
Meridian was founded in 2016 by Victoria Park.
Singular.
Not Victoria and Alison.
Capitalization note:
In 2017, the company repurchased shares from an early employee and former product consultant.
I stared at Victoria.
“Early employee?”
Her face went pale.
“You wrote this?”
“No.”
“Approved it?”
Silence.
“You turned your co-founder into an employee.”
“The disclosure team simplified early history.”
“Did they know who I was?”
“Some did.”
My stomach turned.
“Why?”
Victoria’s voice became sharp.
“Because public investors do not need a family documentary.”
“They need an accurate cap table.”
“That can be corrected.”
“Now.”
“Yes.”
“Because Goldman found it.”
She stood.
“This is not personal.”
I almost admired the absurdity.
“You came to my apartment to tell me our parents and my sister concealed my founder shares for two years, erased me from the company history, and mocked my business at dinner.”
I stood too.
“Everything about this is personal.”
Victoria picked up her bag.
“Then make it business.”
She walked toward the door.
I asked:
“Did Dad tell you to keep me small?”
She stopped.
Slowly turned.
“What?”
“The legal memo says obtain my waiver.”
“No one did.”
“Why not?”
She looked at me for a long time.
Then:
“Because Dad said if we made you feel important, you would start asking questions.”
My chest went cold.
Victoria immediately regretted saying it.
I could see that.
“What did he mean?”
“Nothing.”
“Victoria.”
“He was angry.”
“When?”
“2024.”
“What exactly did he say?”
She grabbed the door handle.
“Ask him.”
Then she left.
Nina was quiet for several seconds.
Finally:
“Well.”
I looked at the empty chair.
May you like
“What?”
“I believe we just found the next document to request.”
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