Chapter 8 - 4.
Change-of-control clause.
Then Schedule C.
Then the indemnification provision.
She read silently.
Once.
Twice.
The room waited.
Dela finally looked up.
"The acquisition can't close."
Laughter erupted.
Margot smiled.
"Why?"
Dela tapped page 23.
"Because the subsidiary you're purchasing doesn't own the property listed on Schedule C."
A lawyer frowned.
Dela continued.
"The property was transferred eighteen months ago."
Nobody laughed now.
She turned another page.
"Which means the valuation is overstated by approximately six thousand dollars in annual tax liability?"
One banker corrected her.
"Closer to sixty thousand."
Dela looked at him.
"You're right."
Then she pointed to another clause.
"And this indemnification provision shifts an existing environmental liability onto the acquiring company."
Silence.
The general counsel grabbed the contract.
"Where?"
Dela pointed.
"Section 11.2."
He read it.
His face changed.
Gus slowly stood.
"Who drafted this?"
Nobody answered.
Margot's face had gone white.
Dela closed the document.
"You didn't bring me here because you thought I could read it."
Gus looked at her.
"No."
"You brought me here because someone wanted me to find it."
Gus's eyes hardened.
"Exactly."
Then he looked toward Margot.
May you like
"And now we know who."
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