When I finally left around nine-thirty, Rachel walked me to the door.
She was steadier now. The wine was wearing off.
“I meant what I said about the job,” she told me. “I know I was harsh at dinner, but I do want to help you. You’re my sister. I don’t like seeing you struggle.”
“I’m not struggling, Rachel.”
“You’re thirty-four years old selling crafts online. That’s struggling, even if you won’t admit it.”
She put her hand on my arm, her expression earnest.
“Take the job, please. Let me help you have a real career. Let me help you be successful.”
“I’ll think about it,” I lied.
“Don’t think too long. The offer expires after the IPO. Once we’re public, I won’t have the same latitude to bring people in.”
I drove home to my rent-controlled apartment in my ten-year-old Subaru.
The streets were quiet. The East Bay night had settled over the old neighborhood, soft and cool, the kind of quiet that made every porch light look private. I parked in front of my brick building and sat there for a moment with my hands still on the steering wheel.
I thought about the evening.
I thought about how easy it had been for them to dismiss me.
How readily they had accepted the narrative that I was a failure, that my business was a joke, that I needed rescuing.
The next morning, I was in my home office, a converted second bedroom with windows overlooking the street, when my phone rang.
Unknown number from New York.
“This is Maya Chin,” I answered.
“Miss Chin, this is David Rothstein from Goldman Sachs. I apologize for calling so early. Do you have a few minutes to discuss an urgent matter?”
“Of course.”
“It’s regarding the IPO for Apex Financial Technologies. Your sister’s company.”
I said nothing and waited.
“I’m the managing director handling the offering,” David continued. “We’ve been in the due diligence phase, and something has come to our attention that’s creating a significant problem. According to our records, you own a substantial equity stake in Apex. A very substantial stake.”
“Do I?” I kept my voice neutral.
“According to the cap table, yes. Twenty-five percent of the company, which would be worth approximately two hundred million dollars at our target valuation.”
He paused.
“Miss Chin, this is going to sound strange, but your sister seems to be unaware of your ownership position. In fact, she’s told us repeatedly that she’s the sole founder and majority shareholder.”
“That’s interesting,” I said.
“Miss Chin, I need to be direct with you. We cannot proceed with this IPO without your approval and signature on a number of documents. As a major shareholder, you have rights that must be respected. Your sister has been, let’s say, resistant to acknowledging this situation. But the SEC requires full disclosure of all significant shareholders. We need your cooperation.”
“I see.”
“Additionally, there’s the matter of your lockup agreement,” he said. “As a major shareholder, you’ll be restricted from selling your shares for one hundred eighty days after the IPO. That’s standard, but you need to sign off on it. We also need your biographical information for the S-1 filing, the prospectus that goes to investors. Your name, your background, your relationship to the company.”
“Mr. Rothstein, can I ask you something?”
“Did my sister really tell you she was the sole founder?”
There was a long pause.
“She described herself as the founder and CEO,” he said carefully. “When we pressed her on the cap table and asked about other significant shareholders, she became defensive. She insisted that there were various early investors but no one with a significant stake aside from the VCs and herself. But the cap table shows otherwise.”
“The cap table shows I own twenty-five percent.”
“Yes, Miss Chin. Which means you were either a co-founder or a very early investor. Can you help me understand the history here?”
I leaned back in my chair and looked out the window at the morning traffic.
“Rachel came to me seven years ago with a business plan,” I said. “She’d left McKinsey and wanted to start a fintech company, but she needed capital. I provided two million dollars in seed funding in exchange for fifty percent equity.”
“Fifty percent?”
“That was the original deal. Over the years, as she brought in VC funding, my stake was diluted to twenty-five percent. Which was fine. That was always the understanding. The company needed capital to grow, and I was willing to accept dilution as long as the absolute value kept increasing.”
“And you’re listed as a co-founder.”
“That was the original paperwork, yes. Though Rachel always preferred to present herself as the sole founder. I didn’t mind. I’m not interested in being the public face of anything. I’m a silent partner.”
“A silent partner with two hundred million dollars at stake,” David said carefully.
“I suppose so.”
“Miss Chin, I need to ask. Are you willing to cooperate with this IPO? Because without your signature and approval, we cannot proceed.”
“I’m willing to cooperate,” I said. “But I need to understand something first.”
“Did my sister tell you about me at all? Did she mention she had a sister who was an early investor?”
Another pause.
“She mentioned she had a sister,” he said. “She did not mention that her sister was a major shareholder in the company.”
“Did she mention what her sister does for a living?”
“Let me check my notes.”
I heard papers move.
“She said you ran a small online retail business. Handmade goods, something like that.”
“That’s accurate,” I said. “Did she say anything else about me?”
“Nothing specific. Miss Chin, can I be frank with you?”
“Please.”
“Your sister seems to have been under the impression that she could proceed with this IPO without your involvement. She’s been shocked and frankly quite upset to learn that you have approval rights over major corporate decisions, including the IPO itself. She’s currently in a conference room with her CFO and general counsel trying to figure out how to handle this situation.”
“I’m sure she is,” I said quietly.
“Miss Chin, I need your answer. Will you cooperate with this offering? Will you sign the necessary documents? Because if you won’t, this IPO is dead in the water, and a lot of people, your sister included, will be very unhappy.”
I thought about the previous evening.
Rachel’s contempt.
My parents’ dismissal.
The way I had been told I should get an entry-level job at my own company.
“I’ll cooperate,” I said. “Under certain conditions.”
“What conditions?”
“First, I want the full story in the prospectus. I’m not listed as a minor investor or a passive shareholder. The S-1 needs to clearly state that I’m a co-founder and major shareholder who provided the initial seed capital.”
“Done,” David said. “That’s actually required by law. We can’t hide major shareholders.”
“Second, I want a seat on the board of directors post-IPO.”
“That’s reasonable for someone with your stake. I’m sure we can arrange it.”
“Third, I want my equity stake protected. No forced buyouts, no dilution without my approval, no attempts to minimize my ownership.”
“All standard protections for a shareholder of your size. Anything else?”
“One more thing,” I said. “I want to be at the next board meeting. The one where Rachel explains to the directors why she forgot to mention that her sister owns twenty-five percent of the company.”
