Chapter 9 - Thirty-One Million ReasonsNaomi Price had worked with Michael and Rachel for fifteen years.

She was fifty-two, wore practical shoes regardless of the occasion, and distrusted any investment proposal that described itself as an opportunity of a lifetime.
When Michael arrived at her office Friday morning, she had three folders waiting.
"Close the door," she said.
He obeyed.
Naomi pushed the first folder toward him.
"Eastbank."
The company owned three adjoining industrial properties along the South Branch of the Chicago River.
Together, they covered approximately twenty-six acres, including warehouses, a rail-access corridor, and land that could support redevelopment.
The properties were imperfect.
Some structures were aging.
Portions required environmental remediation.
But their location made them valuable.
"An independent appraisal last year placed the combined market value near forty-eight million dollars before adjusting for the newest environmental estimates," Naomi said.
Michael nodded.
"Crownbridge is offering thirty-one."
"Correct."
"That's low."
"Possibly defensible if the remediation costs are substantial. But that's exactly why we need complete information."
She opened the second folder.
It contained a proposed consulting agreement.
"Lucas Brenner would receive an acquisition advisory fee."
"How much?"
"One point four million dollars."
Michael stared.
"For what?"
"According to the agreement, arranging the transaction, evaluating regulatory exposure, and supporting negotiations."
"He's been working with us for six months. He's barely spoken to our engineers."
"Which is why I didn't approve it."
Michael turned another page.
The payment would be made by a Crownbridge affiliate upon closing.
"Doesn't that create a conflict?"
"It certainly creates questions about whose interests he's serving."
Naomi leaned back.
"Michael, I need you to understand something. I can prevent unauthorized payments from leaving company accounts. I cannot protect the company if the controlling owner signs documents without reading them."
He looked down.
"I know."
"Do you?"
The words stung.
Naomi lowered her voice.
"Rachel fought for the Eastbank protections. She spent years trying to make sure we didn't repeat what your father did."
Michael looked up sharply.
"What did my father do?"
Naomi hesitated.
"You were there, Michael."
He remembered the redevelopment in 2008.
Henry Vale, his father, had acquired several older industrial buildings and nearby rental properties. Residents had protested rent increases, building closures, and the relocation of longtime tenants.
Michael had been twenty-three.
He worked in the accounting department then.
He remembered his father calling the protesters unreasonable.
He remembered believing him.
"Those leases were terminated legally," Michael said.
Naomi stared at him.
"Legal isn't the same as decent."
Silence settled between them.
Naomi opened the third folder.
"This is the environmental review Rachel requested."
Michael leaned forward.
"Rachel's original report?"
"A summary. The full version was placed in off-site storage."
"Archive Cabinet B-17?"
Naomi blinked.
"Where did you hear that?"
"Rachel left me a note."
Naomi looked away.
For the first time, she appeared genuinely frightened.
"Michael, there are things in that report your father didn't want discussed."
"My father's been dead for five years."
"Documents outlive people."
She turned to a marked page.
The review described groundwater sampling concerns from a neighboring industrial property. It recommended additional testing before development or certain changes in land use.
Michael recognized the consultant's name.
He had signed a lender certification the following year.
He had relied on an earlier summary stating that no material unresolved condition was known to management.
Rachel had objected.
He remembered telling her the consultant was being overly cautious.
Now, looking at the flagged pages, he wondered whether he had chosen convenience over truth.
"Did we give the lender this?" he asked.
"Not the full review."
"Why not?"
Naomi looked at him with exhausted disappointment.
"Because you signed the certification."
The room became painfully quiet.
Michael wanted to defend himself.
He wanted to say his father had handled the process, that lawyers had reviewed the documents, that he had trusted the people around him.
All of those things might have been true.
None erased his signature.
Naomi folded her hands.
"Rachel wanted to reopen the review. Your father refused. After he died, she kept pushing."
"What stopped her?"
"Her health declined. She concentrated on creating Mia's trust and protecting the property's community-access provisions."
Michael looked at the proposed Crownbridge purchase.
A sale could transfer the land into new hands and create disputes over existing obligations.
A buyer might argue that certain agreements were terminable.
If the environmental issues remained unresolved, everyone involved could face years of litigation.
"Why does Karen want this deal so badly?" he asked.
Naomi handed him a final sheet.
It showed a consulting entity called Northline Advisory Group.
The entity had been incorporated eight months earlier.
Lucas Brenner was listed as its manager.
Naomi pointed to a secondary contact on an attached registration record.
Karen Vale.
Michael read the name again.
"Maybe she helped him with paperwork."
"Maybe."
But Naomi's expression made clear what she thought.
Michael stood.
"Don't approve anything."
"I haven't."
"Preserve every communication."
"Already doing it."
He reached the door.
"Michael?"
He turned.
Naomi looked toward Rachel's old photograph on her bookshelf.
"Your wife wasn't afraid of losing the properties. She was afraid of what selling them the wrong way would allow people to forget."
Michael left without answering.
In the parking garage, he sat behind the wheel for several minutes.
Then a message appeared on his phone.
Karen.
Lucas says the deal can still happen if you cooperate. Please don't force me to explain everything.
Below it was a photograph.
Mia, asleep in her bed.
May you like
The picture had been taken from inside the house the previous night.
After Karen had supposedly left.
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