What every company fears is an SEC audit.
The SEC did move. But silently.
They didn't send a battalion. If they did, that would have become a major headlines.
And against Infinite, a wrong move could destroy the SEC as well. Lets say mutual destruction.
However, it was almost more unsettling than if they had — two investigators, a man named Delacroix and a woman named Osei, both from the SEC's Division of Enforcement.
They were sitting across our dining room table with folders that had clearly been assembled by people who did not enjoy being told a story before they'd finished reading the numbers themselves.
"Mr. Witwicky." Delacroix didn't bother with the pleasantries the way the White House staff always did.
"Under Section 13(d) of the Exchange Act, any person acquiring beneficial ownership of more than five percent of a public company's registered voting shares has ten days to file a Schedule 13D disclosing that stake, its funding source, and its intent. We've identified holdings — Apple, Amazon, three others — where your beneficial ownership crossed that threshold years before any 13D or 13G ever hit our system."
I'd known this conversation was coming since the day Skye first split a stock purchase across four shell accounts instead of one, and I'd had years to decide how I was going to answer it when it finally arrived.
What I hadn't fully priced in, sitting there at eleven years old across a folder that plainly had my name on more line items than I'd ever said out loud to a single adult, was how much smaller the room felt with real federal jurisdiction sitting in it instead of a reporter's byline.
"The individual accounts were each held under the five percent threshold," I said. "Structured that way on the advice of counsel, precisely so no single filing entity crossed the disclosure line."
"We're aware of the structuring," Osei said, and there was no warmth in it, which I respected more than I resented.
"We're also aware that beneficial ownership isn't defined by which legal entity holds the paper. It's defined by who actually controls the voting and investment decision. If a single individual directs four accounts that collectively cross five percent, the law treats that as one holder crossing the line, not four holders staying under it. That's not a loophole, Mr. Witwicky. That's the exact fact pattern the rule was written to catch."
She wasn't wrong, and pretending otherwise in that room would have been the single fastest way to turn a civil inquiry into something considerably worse.
"You're right," I said, and watched Delacroix's pen actually stop moving for a second, like he'd expected another twenty minutes of evasions before anyone in the room said something concrete.
They were SEC for a reason. And beating around the bush ain't gonna solve a thing.
If they were people who listened to their opponents, the entire country would reek of tax evasions. And the IRS ain't so easy to fool.
Even the Joker was scared of it for a reason. Hahaha.
"The structure was aggressive. I'd argue it wasn't fraudulent — every dollar's origin is traceable, every account is mine or Infinite's, there's no market manipulation, no insider information, no attempt to hide who ultimately benefits. But aggressive isn't the same as compliant, and I'm not going to sit here and tell two federal investigators that four accounts under one nine-year-old's direction weren't, in substance, a single beneficial owner. They were."
"That's a costly admission," Delacroix said, carefully, like he wasn't sure yet whether I understood what I'd just done to my own position.
"It's an honest one. I'd rather pay whatever the honest version of this costs than spend the next five years defending the dishonest one in a deposition room." I looked between them. "What does the honest version cost?"
It cost, in the end, a retroactive filing of every 13D and 13G that should have existed years earlier, a civil penalty that made even Ron go quiet when the figure was finally read out loud.
And a standing consent decree requiring Infinite's beneficial ownership structure to be independently audited on a rolling basis for the next decade — the same independent audit apparatus I'd already started building, on my own initiative, the week the Enron story broke.
Osei noted, almost as an aside on her way out the door, that the timing of that internal review — weeks before anyone from her office had shown up — was the single detail that had kept this a civil matter instead of a referral for something worse.
"You got ahead of it," she said, not quite a compliment, "before we got here. That matters more than you probably realize."
"It mattered to me before I knew you were coming," I said, which was true, and which was, I was beginning to understand, the only kind of defense that ever actually holds up once the folder is already open on the table.
Ron didn't say much after they left. He sat at the table for a long time with his coffee gone cold, and when he finally spoke it wasn't about the penalty.
"You knew this was coming. Before they knocked."
"I knew something like it was coming eventually. I didn't know when."
"And you didn't tell me."
That one landed harder than the fine had. "No," I said. "I didn't. I've been making a lot of decisions on the theory that the less you and Mom carried, the safer you'd both be if it ever went wrong. Beside, you think I don't have a few backups" I grinned, and Ron was baffled.
"Backups?" He asked and I laughed. "That penalty was to earn the goodwill of the SEC. If they wouldn't accept it, I could always sue the SEC for defamations with expedited trials under the philanthropic arm of Infinite." I let it sink in.
"Or I could ruin the market once again by shorting it directly. Do you think another crash, when we haven't recovered from one - what would our dear friends at SEC think of that?" I asked and Ron paled.
By now, Delacroix and Osei would both be screwed. They thought they could make it big in the SEC by auditing me? Well... The Directors knew what to do.
"I will be expecting a call from the Directors at SEC soon. Let me know when the call arrives. I will be in my room until then." I said with a grin and left Ron standing baffled.
Schedule 13D, what a joke.
Scene change - SEC Director's Office
"Have you gone insane?????" The director yelled.
"But -" Before delacroix could speak, he was shut down with a glare.
"He holds majority stakes and if he decided to sell his current position, we lose market cap! We are still recovering from the crash and he has enough to plummet numerous companies to zero! That means loss of jobs as well! You idiots!!!!!"
The two enforcers went absolutely silent. Indeed, while the paper valuation was a 108 billion dollars, the actual portfolio was globally diversified.
Schedule 13D was enforced, but it was out of goodwill that I had complied. Even the Directors knew that and we sorted it over on call.
Rules were for those who could be enforced. I couldn't.
This was just a fact. That's how its supposed to be.
- Samuel James Witwicky