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CH126 | DI
🕑 Added 2025-05-31 12:25:02 +0000 UTCTwo months.
Within that short period, I must bring down Theranos and secure funds.
I have already devised a strategy.
Instead of targeting the âexclusive technologyâ that Holmes guards like a fortress, I will exploit the weakness of âpoor management.â
I have meticulously collected evidence of their poor management, and now, I just need to take this bomb to Kissinger and detonate it.
But then,
âDonât even mention it. I thought I had seen all kinds of people in my seven years, but these guys are a first.â
A legal team employee who participated in this audit shook his head.
âThey refused to sign unless we accepted their condition. But the condition itself was so absurdâŚâ
âAnother NDA?â
âOh? How did you know?â
Well, itâs obvious what Holmes would do.
NDA (Non-Disclosure Agreement) was practically a staple for Theranos.
They had been using NDAs to silence employees all this time.
Now that I was about to have a private meal with Kissinger, it was only natural that they would try to gag me with an NDA beforehand.
âItâs fine. They do this as a habit. Letâs just sign it.â
When I gestured indifferently for them to proceed, the legal team employeeâs face twisted.
âAre you deciding without even reviewing the content?â
âThe client company is adamant. Weâve been instructed to accept any condition.â
The top priority right now is becoming a âshareholder.â
Only then will I have the right to sue Holmes.
So no matter what conditions she sets, I have to accept them for now.
However, unlike my indifferent reaction, the legal team employeeâs expression grew even more serious.
âThis isnât a normal NDA. Theyâve included truly unbelievable clausesâŚâ
He spread out a thick stack of documents and handed me a copy of the NDA.
And when he tapped a section with his fountain pen, it was indeed unusual.
<Confidential information obtained during the audit must not be disclosed to third parties, including the board of directors.>
A sneer naturally escaped me.
This was an unreasonable demand.
âWe canât even inform the board of directors?â
âYes. Normally, NDAs only apply to âthird parties,â but they expanded it to include the board as well.â
The board represents the interests of the shareholders.
Yet, shareholders are forbidden from directly communicating crucial corporate matters to the board?
It was an absurd request, butâŚ
âWell, itâs Theranos.â
I wasnât even surprised.
This is just how they operate.
Nothing they do falls within the bounds of common sense.
Thatâs just how Theranos is.
Still, a small curiosity arose, and I asked,
âIs a clause like this even legally valid?â
With such an unreasonable provision, wouldnât a court immediately rule it void?
However, the response was unexpected.
âTheyâve devised quite a creative approach. Technically speaking, the clause states that âcommunication is only permitted through a designated channel.â They explicitly specified that information must be relayed to the board through the CEO.â
The essence of this clause wasnât a complete ban on board communication but rather a restriction on the flow of information through a designated pathway.
And that designated pathway was none other than Holmes herself.
Confidential information could only reach the board through her mouth.
âThey cleverly manipulated legal terminology. Even though the intent is clearly to restrict the flow of information, since they arenât outright blocking communication but rather âsetting a designated pathway,â itâs difficult to challenge legally. Itâs definitely the work of a top-notch lawyer.â
I heard they hired the best law firm in Silicon Valley.
Looks like their money was well spent.
Still fuming, the legal team employee continued,
âJudging by this demand, it seems like they would rather reject the investment entirely.â
âWell, thatâs probably the case.â
âWhat?â
âWhy are you so surprised?â
Holmes doesnât want my investment.
But since the board views me favorably, she canât just kick me out without reason.
So sheâs presenting a contract filled with ridiculous conditions, basically asking, âWill you still invest even under these terms?â
Of course, I have to invest.
Only then can I sue.
âProceed as is.â
At my firm confirmation, the legal team employeeâs face darkened further.
âThis isnât all. They have also expanded the scope of âconfidential informationâ covered by the NDA.â
He quickly flipped through the documents and pointed to a specific section.
This was the part defining âconfidential informationââthe details I wouldnât be allowed to disclose to the board.
Flipping through the extensive list that spanned over two and a half pages, some unusual phrases stood out.
One of them was:
<Employee Information (HR records, turnover rates, tenure, attrition rates) âŚ>
Normally, employee turnover and attrition rates were not covered by an NDA.
Yet, including such details meantâŚ
âIn essence, they applied the NDA to everything we pointed out during the audit.â
Exactly.
Holmes had compiled every issue we had raised and slapped an NDA label on it.
But I didnât care.
I had already anticipated this move.
Or rather, I had deliberately provoked this reaction.
âDid it work?â
During the audit, I intentionally nitpicked at Holmes.
So that she would be so fixated on trivial issues that sheâd overlook what truly mattered.
And judging by the situation, she still hadnât caught on.
âJust sign it.â
âWhat?â
âNo matter what conditions they impose, just agree.â
It was probably the nth time I had repeated this instruction.
Yet the legal team employee was persistent.
âThis isnât all!â
I was starting to get irritated but held it in.
After all, I couldnât blame him.
Every legal measure he pointed out was part of Holmesâs meticulous attack.
The fact that she was trying to entangle me in such intricate details was proof that she was desperately struggling to silence me.
âHere, take a look at this!â
He flipped through the pages again and pointed to another clause.
This time, it was the penalty clause for violating the NDA.
Typically, damages would be the standard demand.
However, Holmes had gone beyond expectations and demanded an extreme measure.
âIn addition to compensation, they included a clause for share repossession. If the NDA is violated, all held shares must be transferred back to Theranos at the original transaction price.â
A complete confiscation of shares upon any breach of confidentiality.
In other words, if I spoke carelessly even once, my âshareholder statusâ would be revoked.
âThis oneâs a bit harsh.â
As I mentioned, my plan required a lawsuit, and for that, I needed shares.
Signing this contract meant that if I accidentally disclosed any information, I would lose the ability to sue.
âWould this kind of contract even be legally enforceable?â
âThereâs no precedent, so itâs hard to say definitively. Thereâs plenty of room for debate, and we could fight it in court, but⌠thereâs also a significant chance the court might side with Theranos. No matter how unreasonable the terms are, the moment we sign, we are effectively agreeing to that unreasonableness.â
I found myself nodding unconsciously.
âThey really are the most creative company in the world.â
On some level, I had to acknowledge that Holmes was carrying on Enpleâs legacy.
Truly, think different.
She had an exceptional talent for breaking conventional thinking.
âThen, what exactly can I say without violating the NDA?â
At my question, the legal team employee flipped back to the relevant section.
According to his review, I was allowed to disclose only three types of information to the board:
1. Public information â Facts already known to the public.
2. Information obtained outside of my investor status â Data that does not fall under the NDAâs restrictions.
3. Legally mandated disclosures â Information that must be revealed due to a court order.
As I skimmed through the contents, a sigh came from above my head.
âHonestly, we canât possibly agree to these ridiculous terms. It would be better to abandon the investment altogether.â
âNo, weâll sign.â
âWhat? ButâŚâ
At my firm response, the legal team employeeâs face twisted with disbelief.
âThe moment we sign this, it will be virtually impossible to raise concerns about poor management. The first step in exposing mismanagement is reporting it to the board, but this agreement completely blocks that.â
I had already hinted to him about the possibility of mismanagement.
The first step in addressing it was to inform the board about what I had uncovered.
But if I signed this document, I wouldnât be able to disclose anything from the audit.
Before I could even attempt anything, I would be gagged.
Howeverâ
âItâs fine. This was within expectations.â
I declared confidently.
His confusion only deepened.
âNo, but why would you sign such a contractâŚ?â
Muttering to himself, the legal team employeeâs face suddenly stiffened.
His complexion turned pale, and soon, he spoke in a strained voice.
âDonât tell me⌠youâre planning to cause trouble again?â
âAgain?â
âEvery time youâve ignored warnings and done something reckless, a major disaster followed! During the company bet, during the all-in investmentâevery time!â
Well, heâs not wrong.
But I found it strange that he was bringing this up now.
As I looked at him with that thought, he seemed to be lost in his own monologue, forgetting my presence.
âI forgot⌠During the audit, he seemed so reasonable⌠But I had a bad feeling about this project all alongâŚâ
Seeing him so utterly hopeless, I briefly considered explaining.
After all, he would be the one suffering the most through the lawsuit.
âA gag order is a double-edged sword. If misused, it can backfire. And for it to be truly effective, the silenced party must cooperate.â
âWhat do you meanâŚ?â
âFor a gag order to work, the target must put on a smile and pretend nothing is wrong. But I have no intention of cooperating.â
I thought that would be enough to persuade himâŚ
But it wasnât.
That legal team employee tried to dissuade me not only that evening but even the following morning at the M&A department.
âAre you sure you donât want to reconsider? Agreeing to these terms could be a breach of duty. Thereâs nothing to gain from taking such a dangerous route.â
Nothing to gain?
Thatâs ridiculous.
Thereâs nothing in this world that canât be leveraged.
Even a corrupt company like Theranos is no exception.
Theranos was a scandal grand enough to be turned into movies and TV dramas.
It would be a controversy that would be discussed for years.
And I was the one exposing that fraud?
That meant my name would be mentioned every time the case was brought up.
âWhy waste such a golden opportunity?â
Opportunities for investors to gain recognition are rare.
Wouldnât consistently high returns earn respect?
Only people unfamiliar with this industry would say that.
Over half of hedge funds shut down within five years, and among them, there are plenty boasting 50-60% returns.
So why do these skilled funds close down?
The answer is surprisingly simpleâbecause they run out of capital.
No matter how high the return rate is, if the managed capital dries up, the actual profit remains small.
But why does the money run dry?
Because there are simply too many funds on Wall Street.
By the time I passed away, there were over 3,500 hedge funds competing fiercely.
If you included mutual funds and private equity firms, the number exceeded 13,000.
Do investors really go through all 13,000 funds to find the highest-performing one?
Absolutely not.
Their attention is only fixed on the top-tier firms.
And thatâs where all the money flows.
To survive, skill alone isnât enough.
Skill is a givenâwhat matters is capturing investor attention.
In this way, the investment industry is oddly similar to show business.
Do lower-tier actors struggle simply because they lack acting skills?
Not entirely.
Even a talented actor will remain obscure if they fail to win public attention.
For a newcomer to shoot to stardom instantly, thereâs only one wayâ
To land a role in a massive hit.
Investment also requires a defining moment.
Sorosenâs war on the British pound, Berrinâs short-selling during the financial crisisâthese are the prime examples.
Similarly, my debut moment was Epicura.
And my next major move would be Theranos.
Even better, Theranos was bound to be adapted into films and TV shows, ensuring it would be remembered forever.
There was nothing more ideal.
Of course, I couldnât explain all these intricacies to him, so I simply replied,
âI have no choice. The client company is insistent.â
The next day, David signed the final contract, and $30 million was transferred to Theranos.
With that, RP Solutions became a shareholder of Theranos.
I had gained the legal standing to file a lawsuit.
Additionally, my dinner with Kissinger was scheduled.
This Saturday.
âI need to tattle to the old man somehowâŚâ
All the information I uncovered during the audit was trapped under the NDA.
If I violated it, I would lose my shareholder status and my chance to sue.
But overcoming this hurdle wasnât difficult.
Holmes had already made several mistakes.
âIf she wanted to shut me up, she shouldâve done it properly.â
I had three categories of information I could disclose.
And the second one was information obtained outside of my investor status.
I took out my smartphone and scrolled through my contacts.
Then, after finding the number I needed, I pressed the call button.
<Emily>
She was the whistleblower I had marked from the beginning.
