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$300,000 just on the move to San Mateo. Richardson and Parker believe he eventually cleared roughly $1 million, a figure that Aydar and a major Napster investor confirmed was in the ballpark.

Amram's extra million shares, the ones Fanning sold him at a bargain-basement price, were “the chess move John made to get Yosi on his side” during disagreements among the directors, Richardson later concluded. Bales figured Fanning needed to do something special for Amram to get him involved at all, since Amram had lost money at Chess.net. When the weekly board meetings had a key issue, Amram “didn't really vote with John, but he would try to mediate. It meant nothing got decided,” Richardson said.

Amram said he wasn't unduly influenced by the cheap shares. But he agreed that he was stuck in the middle on many topics. “I don't think [Napster's problems were] either John or Eileen's fault,” he said. “It was a combination of their personalities. [Napster] blew a number of opportunities by zigzagging. It didn't have strong, clear leadership with a mandate.”

Fanning sometimes directed Richardson to sell more of his shares, with the company bearing the administrative expense of the transactions. Richardson believed that was improper. Kirk Hanson, executive director of the Markkula Center for Applied Ethics at Santa Clara University, agreed that for such expenditures to be appropriate, either board approval or a written agreement would have been required. Fanning's private sales of Series A Junior stock were at a range of prices. So were Napster's sale prices, but they rose in a more conventional manner, from 30 cents a share in the A round to 80 cents in the B round that closed in December. In some of the disagreements over his personal stock sales, Fanning found an ally in Amram, who was inclined to support anything that would reduce Fanning's equity stake. Amram was spending most of his energy raising money for and running ValiCert, which authenticated Internet transactions. Some of the stock transactions there were enough to raise eyebrows as well when ValiCert went public in 2000.

ValiCert filed for an IPO early that year, eventually raising $40 million in the fall. The prospectus for the IPO revealed a Byzantine capital structure similar to Napster's, with Series A Junior preferred stock, Series A Senior preferred stock, Series B, and Series C shares. It also showed a

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