There once was a very large corporation, which we shall call Company A. Like most large corporations, company A had a CEO, a board of directors and shareholders. In order to advance their strategic interests Company A would provide funds, or investments, to various other, smaller companies. The amounts allocated were determined by the board of directors.
One of those companies was Company B. Company B was important to Company A because of its location, near a very aggressive and potentially dangerous competitive corporation.
Now one thing you need to know about Company A is that they had a fairly new CEO, and when this CEO came in he began to question every one of their strategic investments, wanting to make sure that Company A was actually getting maximum benefit for the money invested. He hated wasting money and began asking questions that were not asked before, sometimes shifting long assumed priorities.
This was not very popular with many of the directors in Company A. Even though the CEO was chosen by the shareholders (an annoyance to many in the board) the board of directors liked to do things the old, proven way, and were wary of anyone rocking the boat. And, if you must know, many of the directors had a financial interest (outside of what their corporation provided) from the investments they were making into other companies.
When the CEO got around to considering Company A"s investment into Company B he noticed that in the past a lot of the money invested ended up not actually being used by Company B but instead were being siphoned off to third parties. One of the main third parties benefiting from this bit of corruption was Company C., who produced much of the raw material for Company B. The CEO discovered an interesting story to go along with this.
Before the new CEO came in there was an high ranking executive in Company A who had a son who was on the board of directors for Company C, while Company C was siphoning funds from Company B. One year, after the board of directors allocated a large sum of money for Company B but before they received it, the board of directors for Company B chose one of their executives to investigate the suspected corruption of their relationship with Company C. A short time later, the high ranking executive from Company A flies over to visit Company B and informs them that they have 6 hours to fire the executive in charge of investigating the corruption with Company C or they will not receive that year's funds from Company A. The guy gets fired, Company B gets their money and the high ranking executive is shown on tape bragging about tough he was doing this.
Some time after Company A gets their new CEO, company B also gets a new President, who obtains his job because he has promised to end all the endemic corruption throughout Company B. The board of directors of Company A, as they have done every year, allocates a large investment into Company B. Funds are promised to Company B (timing for the story sake) on July 1st and according to company policy the funds must be distributed to Company B before the end of the year.
Shortly after taking office the new President of Company B is interested in having a phone conference with the CEO of Company A, which is arraigned. Before the phone conference happens the CEO is aware of a some dynamics concerning Company B and their new President. One is that although he has promised to end corruption throughout Company B his ability to obtain his position was made partly possible by financial backing received from known corrupt sources. And another thing on the CEO's mind is that he knows some of his board of directors who were opposed to him being selected by the shareholders had worked with various executives at Company B so they would make public statements opposing his election to the position of CEO of Company A.
The phone conference happens a couple of months after the board of directors have approved the disbursement to Company B but before they funds are actually sent. One of the things on the CEO's list of concerns was that the corruption problem would actually be taken care of, and was not just rhetoric the President used to obtain his position. During the phone conference many things were talked about. At that point in time the President of Company B was not aware that his company had not received their annual funding from Company A. Part of the reason might be because those funds did not have to be received until the end of the year and there still were a few months to go.
During the phone conference (according to an official transcript of it) the last name of the former executive's son (and perhaps by association the former executive) was brought up by the President of Company B, not by the CEO of Company A. The CEO did pick up on this and repeated the last name in connection to his desire that Company B would publicly announce they would be examining any corruption in regards to Company C. At no time did he stipulate or hint that there was any connection between the disbursement and a need to announce an investigation.
This subject was not brought up during a second phone conference between the two. It was not brought up during any of the 5 official meetings that high ranking executives from Company A had with their counterparts in Company B before the end of the year. Company B never publicly announced an investigation into Company C before the end of the year and the funds did get released as required before the year ended.
Prior to the first phone conference the high executive whose son had been on the board of directors of Company C put in his name to compete to be chosen by the shareholders at the regular election to choose the companies CEO. The members of Company A's board of directors who were opposed to the current CEO later heard that the former executive's last name had been mentioned by the current CEO in the phone conference. Looking since he came in to get rid of him they now came up with the following strategy.
Instead of wanting to follow through on examining any corruption or inappropriate relationships with former executives or board members with Company B they instead declared that the current CEO was unfit to lead their company. They said that the mere act of mentioning the former executive's name to the President of Company B in relation to any investigation of corruption amounted to a high crime and misdemeanor.
In order to try to accomplish the CEO's removal the board of directors, because those opposing the CEO had more members than those supporting him, were able to have meetings. During the witness depositions for those meeting they only allowed witnesses called by their side and not the other. They did not allow the other side to ask certain questions of the witnesses. They did not allow the identity revealed of the second hand witness to the phone conference that they used to set the whole thing up to be able to start the whole process.
And finally in their rush to remove the CEO they did not make any effort to go through proper legal and procedure channels in order to obtain certain records or testimonies that the CEO initially denied them. They then declared his following of proper procedures as a perfectly reasonable second reason to remove the CEO.
Although this was all a farce from the beginning it happened that 10 of the 12 major avenues where shareholders would get their information about what was happening were owned by close friends and supporters of the majority board members. It was their job to make this all sound reasonable, which they attempted to do, 24/7.
However, as fate would have it, Corporation A was so large that if a CEO were to be removed by its board that removal would have to be approved by an elected Federal board of directors. They saw through all the smoke and mirrors and kept the CEO. After the hearings were done, profits kept increasing, board members all around were still slicing up their piece of the pie, and the CEO of Company A kept winning bigly.
As for the board of directors, they two would eventually be subject to election by the shareholders and it didn't go well for many of them.
As for the former executive, he sank into a daze of confusion and challenged the CEO to a push up contest. When his former friends later pulled the rug out from under him he went home and took a long nap.
The End.
