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Kleiner, before finally combining forces with Amram to try to sell Fanning on it. “I’m planning to 1) strategize with you, 2) Meet with Doug, 3) if we have a deal, call john with you,” Richardson wrote.

When Amram responded in the morning, he was enthusiastic. And he called for a full-court press on Kleiner to extract the most money. He urged Richardson to get a term sheet from Idealab, a southern California Internet incubator that had been interested in investing, in order to show there was competition to get in. And since Redpoint Ventures’ Geoff Yang was interested but wanted to invest alongside Kleiner, Amram suggested that Richardson give Yang the go-ahead to call Kleiner. He didn’t think that Kleiner would want to share the deal, but he figured that it would spur the firm to act quickly to cut Yang out. “I suspect it will get those two more competitive when he calls and KP gives him the finger. It will also put pressure on KP,” Amram wrote.

Amram was also interested in tweaking the structure of the deal so that it could aid Napster in other ways. Among the possibilities was to turn it into a sale of assets, rather than a straight merger and investment. If an asset sale left Napster Inc. behind as an empty shell, the trick might have complicated the record industry’s legal assault: Napster could distribute the sale proceeds to its shareholders and promptly disappear. And the gambit likely would have extracted Napster from its grief with Draper Atlantic, which was still claiming the right to invest at a bargain price in any new investment round. Technically, an asset sale wouldn’t be an investment round, Amram mused. “Would it help w/riaa? certainly would help w/DA,” Amram wrote to Richardson.

The meeting at Kleiner went off as planned, and Doerr told Richardson the deal would get done. She and Amram girded themselves for the big talk with Fanning. Since he had sold many of his shares, Fanning no longer had an absolute majority of the stock. But under the company’s refiled incorporation papers, approval by 67 percent of the Series A Junior shares was needed to issue a new class of stock, the class that would go to a venture firm. And Fanning had 41 percent of the Series A Junior shares, enough to block anything he didn’t like. In a tense and sometimes circular two-hour conference call, Richardson and Amram urged Fanning to support the Kleiner deal. “This could jump-start Napster,” Amram told him. “This can change the game.” Finally, Fanning capitulated.