One transaction involved a seventy-million-dollar proposed sale of certain hotel assets to a development company that had been formed only months earlier.
The proposed buyer claimed to be independent.
But the controlling shareholders were concealed behind several layers of ownership.
Another transaction involved a large secured loan that would use hotel properties as collateral.
The finance manager who questioned the structure had been excluded from subsequent meetings.
The daughter examined the figures carefully.
Then asked whether the proposed sale had been approved by the required shareholders.
The assistant controller shook her head.
βNot that I've seen.β
βBy the stewardship trustees?β
βNo.β
The daughter became still.
The assistant controller continued.
βAnd that's not the only problem.β
She slid another document across the table.
It was a draft board resolution.
The document listed the daughter as having approved an emergency restructuring authority.
But she had never seen it.
She read the signature block.
Her name appeared beneath a blank line.
Beside it was a note indicating that an executed copy was expected shortly.
The daughter felt cold.
She looked up.
βWho prepared this?β
The assistant controller pointed toward a name in the internal routing record.
The executive chairman's legal consultant.
The daughter took a slow breath.
Then asked, βWhen is the signing scheduled?β
The assistant controller hesitated.
βFriday.β
The daughter looked at the date.
Three days away.
She glanced toward the next page.
It referenced a closing deadline just before midnight New York time.
The structure was more complicated than a straightforward theft of shares.
The proposed transaction would authorize a related investment firm to acquire control of several valuable hotel assets at a price far below their apparent market worth.
It would also place much of the remaining company under financing obligations controlled by the executive's associates.
If completed, the transaction could severely damage the group even if the daughter retained nominal ownership of the parent company.
A controlling shareholder whose valuable assets had been stripped away might own little more than a hollow shell.
The daughter understood the danger immediately.
She called the independent attorney.
They reviewed the documents.
Then contacted the company's trusted outside counsel in Thailand and the independent trustees responsible for the founder's voting shares.
The attorneys confirmed that the daughter had not authorized the transaction.
They also identified several approval requirements that appeared to have been bypassed.
The proposed asset transfers involved designated properties protected by the employee stewardship arrangement.
Approval from its trustees was necessary.
The executive chairman did not have that approval.