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No one, of course, was as angry as John Fanning. He and his lawyers pored over all of the documents. Finally, they found what Fanning considered to be a sufficient loophole. As is typical with young companies, several series of stock issued by Napster had the right to convert into common shares if a majority of that class of stock agreed. The Series A Senior documents, however, appeared to have a strange twist. They said that if that class of stock wanted, it could convert not just its own shares but everyone's shares into common. Napster's management dismissed the wording as a careless error. No company, an ally said, would give that kind of power to one group of investors.

But it was enough for Fanning, who planned a lightning attack just as the Napster board prepared to weigh Bertelsmann's offer. Fortunately for him, the Series A Senior shares were controlled by one man—Yosi Amram. Amram, having a lot of money at stake, agreed to invoke the conversion clause. (Later, after Hummer Winblad threatened to sue him, he repudiated the conversion, saying that Fanning had pressured him to sign it before Amram left for a vacation in Brazil.) Converting Hummer Winblad's shares to common meant that its liquidation preference would evaporate, so that everything Napster took in from a sale would be divided evenly. The second phase of Fanning's scheme was to take control of the company. If Hummer Winblad no longer had special shares entitling it to name two of the company's directors, then all the other shareholders could vote them out and try their own negotiation with Bertelsmann.

So it was that the disgraced ex-chairman decided to see if he could round up a majority of all the newly common shares and vote Barry and John Hummer off the Napster board. Fanning tracked down Bill Bales in Georgia and called Richardson and other investors who were almost as stunned to hear his voice after a two-year gap as they were to hear what he had to say. Fanning proposed that they all sign documents supporting the replacement of the two Hummer Winblad directors with Amram and Martin Kay, the CEO of Fanning's NetCapital. Richardson's heart pounded at the idea: It was like a flashback to everything she had hated about Napster. But with a half-million dollars at stake, she figured that Fanning's far-fetched plan was her best shot.

One by one, other shareholders came to the same conclusion: Fan-

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