You, along with about 120 other professionals, are a full time employee of InVentis Ltd (an English limited liability company) providing business consultancy services to creative industries, working mainly in the London area, but also internationally. You are based in Shoreditch in the heart of London's new creative district on the fringes of the City and the East End. 

Most of the longer standing employees of InVentis are shareholders in the company and three of them (including you) are Directors.  However, despite the large number of its shareholders, InVentis is majority owned (to about 60%) by George Ventiselos, a designer and entrepreneur who set the firm up about 25 years ago.  George is the chairman and CEO (and thus a Director) of the company.

InVentis' profits in the last financial year were about £50 million - but only half of that was distributed to shareholders (the rest was retained for investment in new IT).  Your 0.5% shareholding therefore entitled you to an annual dividend of about £125,000 although this of course varies depending on profits and distribution policy.

About a month ago, George announced to the Board that he intends to retire from InVentis soon and is selling his shares in it to MacGonagall, the well-known US business consultancy firm. The price is confidential but is rumoured to be around £240 million.

This morning you received a confidential letter from MacGonagall, informing you that the purchase of George's shareholding by MacGonagall completed five days ago.   MacGonagall says in the letter that it does not intend to make an offer for the remaining 40% of the shares in InVentis (most of which are widely held by employees like you).  However, it does say that it intends to recover some of the cost of buying InVentis by issuing more shares in the company (on a preliminary view, nearly doubling the number of shares in issue) and seeking a listing (through initial public offering) for InVentis on the junior market of the London Stock Exchange (called AIM).

MacGonagall also says in its letter that it will shortly appoint new Directors to the Board of Inventis so that it will have control of day to day operations.  You are invited to remain on the Board until further notice, although you and your remaining fellow Directors will of course be in a minority.  George will remain as Chairman and CEO for at least another year — until after the expected IPO — when he will then fully retire.

About two months later, you attend your first Board meeting after MacGonagall has appointed four new Directors: you thought it was to discuss planning for the IPO. To your surprise, George Ventiselos is not at the meeting which is chaired by the eldest of the MacGonagall Directors.  After the usual introductions and opening of the meeting, the chairwoman says that she wants the Board to discuss an issue which has been flagged up by MacGonagall's lawyers, who have been inspecting InVentis's records for the last couple of weeks.

About four years ago, George managed to land a major job for InVentis designing and implementing a full brand overhaul for what was then called the Gabaroon National Airline Corporation (GANAC) now, after InVentis's work, called African Wings.  It is the national flag carrying airline of the small Republic of Gabaroon in West Africa. Gabaroon was at that time run by a military junta, although there was a revolution last year and a democratic government has been in power for over 9 months.  The fee paid by GANAC to InVentis for the rebranding was $20 million spread over a two year period, ending just before the revolution in Gabaroon.

The chairwoman tells you that MacGonagall has discovered emails from George to the then Minister of Transport of the Gabaroon (Glorious Nbedé), dating from just before the time when the rebranding contract was awarded by his Ministry to InVentis, and arranging for the use by InVentis staff of office space in the Gabaroon capital, Bonville.  After considerable negotiation, George rented two small offices (20m² in total) for $2 million for six months.  The $2 million was paid in Swiss francs to a bank account in Geneva in the name of a nominee.  However, the chairwoman tells you that MacGonagall believes that the building in Bonville where George rented the offices was owned by Mr Nbedé until shortly after he had to flee Gabaroon following the coup last year.

Assuming you know nothing of this transaction, what do you think the Board should do next?