Urban God of Rebate: Infinite Returns Of Women And Powers

”Yes,” said Sean.

”Why would you do that during a hostile acquisition bid,” she said. ”The rational move for a small shareholder is to sell into the premium.”

”Because the premium is priced against the current perceived value of Vertex,” said Sean. ”Not the actual value. And because I know what Meridian does with what it acquires. Selling now means accepting a number that’s wrong in two directions simultaneously.”

She held his gaze for a long moment.

”What do you want,” she said.

”I want to understand the full shareholder map,” he said. ”I want to know who holds the other positions and whether any of them are the kind of people who built what they built because they believed in it rather than because they were planning an exit.” He paused. ”And I want to know whether the founders will fight if they have enough of the shareholder base behind them.”

”They’ll fight,” said Clara immediately. ”That’s not the question. The question is whether fighting is a viable option given the current distribution.”

”What’s the current distribution,” said Sean.

She looked at him for a moment. Then she turned the notepad around.

She’d written the shareholder breakdown while he was talking, the key positions and percentages laid out in the clean numerical shorthand of someone who had been living inside these numbers for days.

Meridian at eight point four percent. The founders and founding team at thirty-one percent. Three institutional investors at a combined twenty-two percent, all of them the kind of funds that made decisions based on the premium rather than the company. A long tail of smaller shareholders covering the remaining thirty-nine percent.

Sean looked at it.

”The institutional investors are going to vote yes,” he said. ”At this premium.”

”Probably,” said Clara.

”Which means the math runs like this,” said Sean. ”Meridian plus the institutional investors is potentially thirty percent. You need thirty-four to beat the sixty-seven percent threshold. Which means the founders and founding team, if they hold, plus two to three percent of the smaller shareholder base voting no, gets you there.”

”If the founders hold,” said Clara.

”Will they,” said Sean.

She looked at her notepad. ”The founders are three people. Two of them will hold regardless. One of them has been having a different conversation privately.” She paused. ”I shouldn’t be telling you this.”

”But you are,” said Sean.

”Because you’re the first person who’s called me about this who isn’t asking whether to sell,” she said. ”Every other shareholder contact in the last forty-eight hours has been asking whether the premium is fair.” She looked at him directly. ”You’re asking how to stop it.”

”Yes,” said Sean.

”Why,” she said. ”You own under two percent. Even if you increase your position you’re one small voice in a complicated room. Most people in your position would take the money.”

Sean thought about how to answer that honestly without saying anything that wasn’t true.

”Because Vertex built something that works,” he said. ”Your renewal rate is eighty-seven percent. That’s not a number you get by accident. That’s a number you get by solving an actual problem for actual businesses over multiple years.” He paused. ”Meridian is going to acquire that number and then the number is going to stop being true because what produced it will be gone.” He held her gaze. ”That bothers me more than the premium is attractive to me.”

Clara looked at him for a long moment.

Then she wrote something on the notepad.

”The third founder,” she said. ”The one who’s been having a different conversation. His concern isn’t the money. His concern is that he doesn’t think the other two can win the fight even if they want to.” She looked up. ”If you could show him that the math is actually there, that blocking this is genuinely possible rather than just an emotional response from people who built something and don’t want to let go. That would change his conversation.”

”I can show him the math,” said Sean.

”I know,” she said. ”That’s why I took your call yesterday.”

Sean looked at her across the conference table, at the whiteboard with its residue of morning work, at the product dashboard visible through the glass wall of the conference room showing three hundred and forty clients and an eighty-seven percent renewal rate.

”What do you need from me before the next conversation,” he said.

”The shareholder analysis,” she said. ”Which existing positions in that thirty-nine percent tail are likely to vote no if someone makes the case properly.”

”I’ll have it tomorrow morning,” said Sean.

She looked at him. ”You said that like it was straightforward.”

”I have a good colleague,” said Sean.

She wrote something else. ”One more thing. Meridian’s eight point four percent position. You said on the phone you thought they’d been building it for six months.”

”Yes.”

”I want to know if there’s anything irregular about how they built it,” she said. ”If they were suppressing the price during their accumulation period that’s a securities matter that changes what tools we have.”

Sean looked at her.

She looked back.

”My colleague is already on it,” he said.

Clara looked at him for a moment with the specific expression of someone updating their assessment in real time, the same running calculation he’d seen from the lobby.

”How,” she said.

”Carefully,” said Sean.

She absorbed that the way Makima absorbed things, by setting it aside rather than pushing. ”Okay.” She stood, which meant the meeting was over, her internal clock apparently as precise as everything else about her. ”Tomorrow morning for the shareholder analysis.”

”Tomorrow morning,” said Sean.

He stood. They shook hands again at the door of the conference room, brief and direct, no performance.

”One question,” said Clara, before he turned toward the elevator.

”Yes,” said Sean.

”Your position in Vertex,” she said. ”When you said you were going to increase it. What size were you thinking.”

Sean looked at her.

”Enough to matter,” he said.

She held his gaze for a moment. Then something crossed her face that wasn’t quite a smile and wasn’t quite professional composure. Something between the two that belonged specifically to someone who had just heard an answer they’d been hoping for without knowing they were hoping for it.

”Good,” she said. ”I’ll see you tomorrow.”

She walked back toward her office.

Sean took the elevator down.

In the lobby he looked at the product dashboard one more time. Three hundred and forty clients. Eighty-seven percent. Numbers that meant something real to the businesses behind them.

He walked out into the afternoon and called James.

”Home,” he said.

In the car he texted Max.

Shareholder analysis. The long tail thirty-nine percent. I need each position mapped with whatever you can find about the holder’s investment philosophy and likely voting disposition. By tomorrow morning.

Max replied in two minutes. Already started it based on the charter documents from last night. I’ll have a preliminary by midnight.

Sean put his phone in his pocket.

He looked out the window at the city going past.