Part 2

At seven the next morning, Orson met attorney Priya Deshmane in a small conference room at Valeck Precision's oldest plant. The wedding flowers had barely begun to wilt. On the factory floor beyond the glass, the first shift was calibrating a line that made stainless housings for cardiac monitors.

Priya read the audit committee's release letter before she touched the report itself.

"Liora handled this correctly," she said. "She reported a conflict internally, recused herself, and waited for outside counsel to authorize notice to the affected company. Do not ask her for privileged material. Do not use anything beyond what was lawfully released."

"I want the company protected," Orson said. "I do not want my daughter accused of stealing for me."

"Then we build our response from our own records, public filings, and this authorized notice."

The released packet contained no secret valuation model. It showed only enough to establish the conflict: North Span had been capitalized with forty-two million dollars, its purpose included acquiring industrial manufacturers, and Valeck Precision appeared in a board presentation as a priority target. The plan expected the Dayton plant to close within ninety days of acquisition.

Priya examined a public financing statement tied to North Span. Its lender held a security interest in assets described as future-acquired manufacturing collateral.

"They are borrowing against property they do not own yet," she said.

"That can be ordinary acquisition finance."

"It can. But this schedule includes your original plant parcel by its tax number. Someone supplied detail."

Orson called his chief operating officer, Rafe Orlin's former colleague Dana Saye. She brought the company's governance book and the latest debt schedule.

Valeck Precision had two protections Conrad might not understand. First, employees held twenty-eight percent of voting shares through a trust created after the recession. Second, any sale that closed the original plant required approval from two-thirds of that trust's elected council.

"Conrad's presentation assumes the trust votes with you," Dana said.

"The trust does not vote with me," Orson replied. "It votes for its members."

The more troubling discovery sat in the debt schedule. A regional bank had sold a twelve-million-dollar revolving note six weeks earlier. The new holder was Lake Arden Credit Opportunities, an entity Priya traced through public registrations to a fund advised by Gable Arc.

Conrad had quietly purchased Valeck Precision's debt while preparing to marry their families.

At ten, Liora called from the hotel.

"Merritt says he wants to explain," she said.

"Do you want me there?"

"No. I need to hear him without either father in the room."

Orson respected the boundary. He also told her she could come home without explaining anything at all.

Merritt arrived at the plant alone shortly after noon anyway. He carried copies of three documents and looked as if he had not slept.

"Liora asked for space," he said. "I am not here to get around her. I am here because my name is on North Span."

Priya stopped him before he sat.

"Do you have counsel?"

"Not yet."

"Then do not hand us private company material or make a statement you have not considered."

Merritt kept hold of the papers. "My father asked me to sign a manager consent in March. I did not read the attachment. That is my fault. Yesterday was the first time I saw Valeck named."

"Can you prove that?" Orson asked.

"I can prove he told me it was a real-estate vehicle. I have the email. I will give it to my own lawyer and the audit committee, not to you."

It was the first responsible sentence Orson had heard from him.

Then Merritt placed one public document on the table. It was a notice of an upcoming lender meeting, filed that morning.

Lake Arden intended to declare Valeck Precision's note in default within ten days.

The alleged default was a covenant Orson's finance team had never seen.

Someone had added it after the original loan was signed.