NorthStar: Champagne on the Asphalt (Part One)

Chapter 3: The Meeting Nobody Properly Noticed

A year later, we were still searching for a place that would tell us what we wanted to hear.

There was never a dull day, but I was rarely in Miami long enough to witness the chaos. I was constantly traveling—from windswept safaris and rolling vineyards in Africa to the underground taverns and candlelit castles of Central Europe. And then there were the islands—the beaches, the parties, and the endless promises that regulation could always be figured out later.

I traded musty, stagnant conference rooms for salty ocean air and stiff corporate suits for light dresses and sunburned shoulders. Most afternoons were spent drinking wine beside foreign attorneys, investors, and government officials in jurisdictions eager to attract innovation—even if that meant treating regulation more like a suggestion.

I’m not going to lie.
It was a divine time for me.

We called it “forum shopping.”
Looking back, it was probably closer to regulatory tourism.

While I chased signatures and sunsets overseas, I was blissfully removed from the tedious administrative work back home—and, more importantly, Cesar’s emotional tantrums.

Twenty-four-hour turnarounds. Accept more risk. Move more money.
“Ignore that law,” Cesar said like it was operational guidance instead of a felony.

I did exactly what they asked me to do: explore friendlier jurisdictions. But no matter how many beaches, islands, or foreign attorneys we met with, I kept arriving at the same conclusion.

We needed licenses in the United States.
And the token Cesar helped create was starting to give me very uncomfortable security vibes.

At the time, I convinced myself growth justified the risk.
Looking back, that may have been the first truly dangerous thing I believed.

We’d taken on new investors, and they weren’t happy with just common stock. They wanted preferred shares. They wanted priority on dividends and a seat at the table that couldn’t be easily moved.

Then Leo released the update that changed everything.

Overnight, Northstar exploded.

We suddenly had a platform capable of moving digital assets directly into video games and moving those assets back into fiat currency through off-ramps we barely understood ourselves. It was brilliant, but also bound to spark regulator interest. 

Back in Miami, the half-empty bottle of Dom Pérignon from our last milestone celebration was still sitting on my laminate desk, sticky champagne dried around the base.

I guess we really didn’t care enough to clean it up at the time.

I wanted to raise my concerns at the next shareholder meeting. The problem was Northstar had become allergic to corporate governance.  

Cesar called a special meeting, but treated the notice requirements like spam settings.

“Just text them,” he said.

Annual meetings handle recurring corporate business. Special meetings are different. Those require proper notice, and shareholders are generally limited to the matters identified in that notice. 

Cesar ignored most of this.

Some shareholders got emails. Others got texts. One investor claimed he learned about the meeting from an Instagram story.

By the time everyone crowded into the conference room, half the shareholders were angry and the other half looked confused.

I stood up to discuss the licensing risks.

Cesar shut me down before I could even open my presentation with a roadmap for licensure. 

“Not on the agenda, Counselor,” Cesar said with a smirk.

And the worst part was that he was technically right. Because the notice for the meeting only referenced “Capital Allocation,” my warning about our growing regulatory exposure was suddenly out of bounds. He hadn’t just ignored me. He had legally silenced me.

“Do we even have quorum?” someone finally yelled from the back of the room.

Silence.

Nobody had checked. Without enough voting shares represented in that room, we weren’t really conducting corporate business anymore. The sophisticated investors who held preferred shares made the situation far more complex. 

Because their rights were different from ours, they potentially had the right to vote as their own separate voting group. Suddenly, everyone was screaming about who had the right to vote separately, who counted toward the quorum, and who actually controlled the numbers. It was a math war, and nobody had a calculator.

Then came the proxy disaster. One shareholder supposedly appointed a representative through a forwarded email chain that looked like it had survived several small wars. Cesar was fully prepared to treat a thumbs-up emoji like a legally binding governance document if it secured him another vote.

Another investor claimed he never received proper notice at all.

“You showed up anyway,” Cesar replied, leaning back in those ridiculous gator boots.

Again, he wasn’t entirely wrong. In the world of corporate traps, attending a meeting without objecting the second you walk through the door acts as a waiver. You can’t complain the invite was missing if you’re already sitting at the table. The investor sat back down, furious. Procedurally trapped.

By then, nobody even wanted the meeting anymore.

“Forget this,” one shareholder snapped. “Let’s just do written consent.”

Of course. Everyone loves corporate formalities right up until they become inconvenient. They wanted the shortcut—the paper trail that lets you bypass a meeting entirely—but they were too disorganized and too angry to collect the signatures necessary to make it stick.

The meeting eventually collapsed into accusations, profanity, and threats of derivative litigation from people who clearly did not understand what derivative litigation actually was.

Cesar just smiled.

“Adjourned.”

In corporate law, adjournment is simply a professional way of saying: “We’ll continue this disaster later.”