But the records continued leading back to his office.
The board's independent committee examined the finance department's approval processes.
It reviewed the proposed acquisition.
Then it began tracing the outside advisory relationships connected to the transaction.
The first significant finding concerned the valuation.
The target company owned and operated several logistics facilities, but its projected earnings depended on contracts that hadn't all been renewed.
Some facilities required major capital improvements.
And several property agreements contained restrictions that could limit planned expansion.
Those issues weren't necessarily fatal to the acquisition.
But they affected what Meridian Atlas should reasonably pay.
The CFO's model treated several optimistic assumptions as though they were secured.
The independent reviewers developed alternate scenarios.
Under less favorable but plausible assumptions, the target's value was substantially below the proposed purchase price.
The CEO studied the results.
For several seconds, she remained quiet.
Then she asked who prepared the original financial model.
The committee's adviser answered.
Most of the work came from the CFO's team, using inputs supplied by outside transaction advisers.
She nodded.
Then asked whether anyone had documented the rejected assumptions.
The adviser produced a set of internal comments.
Several analysts had raised questions.
Their concerns were marked as resolved.
But the underlying evidence didn't fully support the responses.
The CEO felt a familiar anger rising.
Once again, people who asked reasonable questions had been overruled by someone with a higher title.
The second finding involved an advisory contract.
The proposed acquisition included several outside firms responsible for valuation support, transaction structuring, and financing coordination.
Some had legitimate roles.
Others appeared redundant.
One advisory company attracted particular attention.
It was registered through a complex ownership structure, but independent investigators traced a beneficial interest to a private vehicle connected to the CFO.
The arrangement contemplated a success-based payment if the acquisition closed.
The amount was eighteen million dollars.
The CEO stared at the figure.
For a moment, she thought there must be a mistake.
Then she read the supporting records.
The contract described strategic transaction support, relationship management, and specialized market access.
The descriptions were broad.
The services were difficult to verify.
And the compensation was extraordinarily large.
The CFO hadn't disclosed his connection to the advisory entity through the company's conflict-of-interest process.
The independent committee requested additional records.
Then it found communications suggesting that the fee could be paid through a financing adjustment rather than as a separately highlighted expense in the primary transaction summary.
The CEO felt her jaw tighten.
The acquisition itself could still have had business merit.
But an undisclosed financial interest of that size created a serious conflict.
It gave the CFO a personal incentive to complete the deal quickly, even if the company would benefit from further review.