The Invisible Tycoon

Chapter 4 — Poison and Pill

By the time the board convened, the drone clip of Evan at the port gate had already looped twenty thousand times. The caption—Who’s this guy cutting side deals for Sloane?—made him the kind of minor character the internet loves to invent stories about.

Lena silenced her phone, squared her shoulders, and stepped into the boardroom with a legal pad and two pens. She looked like sleep had stopped by her apartment and declined to come in.

Victoria took the head of the table, mild as a blade. Aiden set up with spreadsheets and a stress cough. General counsel Jasper Cole had that lawyer’s way of being present without offering comfort. The independents dotted the far side: Marta Vale (former utility CEO), Owen Prentiss (pension fund), Camila Hart (operator’s operator), and retired Judge Elroy Peters. Maris slid in late and mouthed sorry; she brought muffins as a peace offering and set them like hostages in the center.

“Order of business,” Lena said. “Talon’s bear hug is out. Our stock bounced on rumors but we’re still in their net. The special committee’s formed. First question: do we adopt a shareholder-rights plan.”

“A poison pill,” Aiden said, as if daring the walls to flinch.

Jasper steepled his fingers. “A rights plan invites litigation. Talon will cry entrenchment. The proxy advisors may frown.”

“They always frown,” Victoria said. “It’s their face.”

Camila leafed through a packet. “What’s the trigger?”

“Ten percent for active investors, twenty for passive,” Lena said. “Twelve-month duration. Chewable—if a bona fide offer at a forty percent premium comes in and is fully financed, the pill can be redeemed by a vote of the independent directors.”

“Flip-in at fifty percent discount for everyone but the acquirer,” Evan said from the wall, gentle. “It’s a smoke alarm, not a padlock.”

Judge Peters eyed him. “And you are?”

“Spouse,” Evan said. “Volunteer translator.”

Aiden rolled his eyes. “We don’t need a translator. We need to not look like we’re barricading the doors because we couldn’t handle a generous bid.”

“It isn’t generous,” Maris said quietly. “It’s timed. There’s a difference.”

Owen tapped his pen. “What’s our ‘why’ if we adopt? I’ll have to explain this to a room full of retirees.”

“Creeping control, wolf packs, front-running the market with selective leaks,” Lena said, level. “The pill gives us a window to run a real process. If Talon’s serious, they’ll still be serious at the end of that window.”

Jasper cleared his throat. “Optics matter. ISS and Glass Lewis have recommended against pills without a shareholder vote. We can adopt one unilaterally, but it will be a headline. The safer route is to signal we’re considering—”

“We don’t have the luxury of valuable prudence,” Victoria said. “We either hang a sign that says Not For Sale At This Price or we let Marcus write the label for us.”

Aiden pushed his packet forward. “What if we split the difference? Adopt an NOL pill only—protect tax assets with a 4.9% threshold—talk tough about ‘shareholder rights,’ but don’t trigger a war.”

Evan kept his voice light. “An NOL pill is a lock on a different door. The wolf is at the front.”

Camila glanced at Jasper. “If we adopt a real pill, can Talon sue and yank us into court tomorrow?”

“They can file,” Jasper said. “Whether they win is another matter. But yes, they can file.”

Marta spoke for the first time. “We are already being strangled at the docks. A fire torched a yard. If we roll over now, what message do we send to everyone who wants a piece? ‘Apply pressure, get your price.’ No. We need backbone.”

Aiden’s phone buzzed. He glanced and smirked. “And here’s another message. ‘Who is this guy at our gate?’” He turned the screen—Evan’s face frozen mid-sentence. “We’re the ones with optics problems.”

Lena didn’t look. “Stay on topic, Aiden.”

Evan stared at the table leg and counted to five. Then six. He slid his thumb to his phone beneath the folder on his lap and texted Archer: Greenlight.

Archer: Which flavor?

Evan: The buried clause. Highlight it with receipts. Keep it clean.

“Let’s take a breath,” Victoria said, which was her way of saying she’d made up her mind but would allow ceremony. “If we adopt, we adopt something we can defend in letters and in court. Narrow trigger. Clear sunset. Chewable for a real bid. Lena?”

Lena opened her mouth—and every phone in the room lit up at once.

Maris blinked. “Whoa.”

On Camila’s screen, a new post from an anonymous account—Bylaw_Section—sat above a screenshot of Sloane’s bylaws. The caption read: Did anyone read Section 3.12? “Affinity Groups” can aggregate RETAIL VOTES. A recognized Customer Shareholder Committee representing 7% can call a special meeting and propose board action. Board MUST set a record date within 10 days. This is still on the books.

Another screenshot followed: Section 3.12: The Board shall not unreasonably withhold recognition of an affinity group comprised of beneficial owners who are customers. Upon such recognition, the group may call a special meeting upon owning not less than seven percent of outstanding shares...

Comments stacked fast. A pension blogger: This empowers mom-and-pop holders. A clean tech account: Customers can organize. A plaintiff’s lawyer, mischievous: If the Board drags feet, injunctive relief’s a layup.

Aiden went pale. “Is that real?”

Jasper had the binder open before anyone could assign blame. He flipped, frowned, and then made the face lawyers make when the past returns like a stray dog. “It’s… real,” he said slowly. “From the 2012 community share program. It was intended to let customers propose product-related items. It’s… broadly drafted.”

Victoria turned to him. “Can a recognized group force us to call a meeting on a rights plan?”

“They can force a meeting,” Jasper said. “Scope could be argued. But the optics of denying their request, given…” He gestured to the screens. “Are unfavorable.”

Maris’s eyes lit. “We have customers who are shareholders. We can organize them. Give them a real voice.”

“That’s the point,” Lena said, reading the comments roll. “They’re already organizing.”

Evan kept his face still, the way you do when the firelight you arranged finally catches. The anonymous account posted clean screenshots—no editorializing beyond a blue circle around the clause. It looked like a nerd with a highlighter, which was exactly the point.

On cue, Jasper’s other phone buzzed—the line he used for “mutual friends.” He put it to his ear, listened, and said, “Understood,” in a tone that meant no one understood anything at all. He hung up. “Talon’s counsel was planning a public letter warning us not to adopt a pill,” he said. “They’re… reevaluating their timing.”

“Translation,” Marta said. “The street just shifted under them.”

Victoria folded her hands. “We do not let the crowd govern us. But we do remember who we serve. These people in the comments? They use our products. They hold our shares. They want us to fight for price and for independence.”

Judge Peters leaned forward. “Adopt it,” he said. “A one-year plan. Ten percent trigger. Chewable. Explicit statement that we welcome superior proposals. And a resolution recognizing a Customer Shareholder Committee, with counsel drafting the ground rules so we aren’t swarmed by chaos.”

“Second,” Camila said.

All eyes turned to Lena. She took a breath that seemed to fill the room. “I recommend adoption. It buys us time to run a real process. It protects our retail holders from being trampled by speed. It tells Marcus we’ll talk, but not with a knife at our backs.”

Aiden’s jaw flexed. “Fine. But when Talon sues—”

“We’ll deal with it,” Lena said. “Vote.”

Hands went up around the table, one by one. Marta. Camila. Judge Peters. Owen. Victoria. Maris. Aiden hesitated, then lifted his, resentful as a teenager. Jasper, as counsel, abstained, but nodded as if he were counting votes in his head anyway.

“Seven in favor,” Victoria said. “Motion carries.”

Jasper slid a draft resolution toward Lena like a peace treaty. “We file an 8-K within the hour. We’ll brief the exchange. We’ll notify Talon.”

“Draft a statement to retail holders,” Lena said. “Plain language. No jargon. We did this because we believe in their value and in running a fair process.”

“Use small words,” Maris said, managing a tired grin, “so they know we mean them.”

Lena signed. Phones buzzed again: the anonymous account posted a new note—Looks like the Board read Section 3.12. Good. Build the committee. Use your voice.

Victoria glanced at Evan, just enough for him to feel it. “You always did have a knack for vocabulary,” she said.

He smiled like a man with nothing to hide and everything to lose. “Sometimes words are levers.”

After the meeting, Lena walked him to the elevator, the mood between them quieter than the click of heels on tile. “Whoever posted that,” she said, “did us a favor.”

“They read,” Evan said.

She studied him for the beat after the doors slid open. “If you ever wanted to tell me you’re a secret bylaws nerd, this would be the right day.”

“I like manuals,” he said. “They tell you how things come apart.”

She laughed, that short, involuntary sound that comes when relief finds a crack. “Go home,” she said. “Sleep. Try it.”

On the sidewalk, the city felt like it was holding its breath. Somewhere across town, Marcus Thorne’s counsel shelved a letter that had felt mighty thirty minutes before. Somewhere on a couch, a retail holder who also happened to be a Sloane customer read an old bylaw and felt bigger than the stock price for the first time.

And in a quiet office with no name on the glass, a person with a gray coat scrolled through the comments and tilted her head, curious. Words could be levers. But docks were still docks. The next pressure would come with boots.