The general counsel argued that the corporation should consolidate several patent families into a separate holding company.
He described the plan as an efficient way to manage international licensing.
Certain patents were held by different subsidiaries.
Some software rights required clearer ownership documentation.
And the Brazilian transaction involved technologies developed by multiple teams.
A properly structured consolidation might have simplified negotiations.
The billionaire approved further study.
He did not authorize transferring the company's most valuable intellectual property to an unrelated entity.
But the lawyer treated the chairman's general instruction as an opportunity.
Working with a senior finance executive and an outside adviser, he began preparing a separate intellectual property holding structure.
At first, it appeared to be a routine affiliate arrangement.
Then the beneficial ownership became less transparent.
A newly formed company received rights to acquire another entity.
That entity was controlled through private investment vehicles.
And those vehicles had financial connections to people associated with the general counsel's outside adviser.
The structure was complicated enough that even experienced executives would need time to trace it.
The lawyer did not expect the chairman to ask.
The legal department prepared summaries describing the arrangement as an internal licensing simplification.
Meanwhile, a narrow group of participants developed a more aggressive plan.
The nine-hundred-million-dollar Brazilian agreement would serve as the trigger.
The Brazilian consortium believed it was obtaining a limited exclusive license.
The billionaire believed his company was retaining its patents.
But the substituted Portuguese clause would require a permanent assignment of specified intellectual property to Meridian Rights Holdings as part of the transaction's implementation.
The receiving company would then be positioned to license the technology onward, collect fees, and potentially control future commercial applications.
The people behind it could profit enormously.
Not simply from the Brazilian transaction.
From technologies used in facilities across multiple countries.
The lawyer knew the arrangement was dangerous.
If the parties reviewed the ownership chain carefully, the discrepancy would be obvious.
So he relied on confusion.
Multiple document versions.
Technical terminology.
Bilingual drafting.
Complicated subsidiary structures.
And a chairman who trusted his lawyer's summaries more than the actual contract text.
He also relied on the Brazilian consortium accepting the document as a faithful translation of the negotiated agreement.