The Elders' Voice

A few days later, at a traditional Korean restaurant near Gwanghwamun.

The air in the innermost private room, sealed off completely from the outside world, was heavy.

Five old men sat around the table.

They were the men who had once stood at Chairman Kang Man-ho's right hand as he built Sunjin Group, the driving forces behind Korea's era of rapid economic growth — in other words, Kang Man-ho's most trusted retainers.

A former minister, a former senior presidential secretary for economic affairs, and even a former vice chairman of Sunjin Group itself.

They had long since retired from the front lines and been written off as old men shelved in the back room, but the weight of the phone books they carried could still shake the Republic of Korea.

"Managing Director Kim, don't keep us in suspense. Get to the point."

Kim Seok-jun bowed his head respectfully, then looked each of the old men in the eye, one by one.

"Help us."

At Kim Seok-jun's blunt words, the elders' brows furrowed.

That very morning, Kang Byung-chul of Sunjin Aluminum had announced his acquisition of the contentious foreign stake — and with it, his intention to seize control of Sunjin Sangsa's management. The power struggle within the family, so long waged in the shadows, had finally surfaced.

"Help you, you say. You mean this dispute between Sunjin Aluminum and Sangsa?"

"That's correct."

"Hah, Managing Director Kim. This isn't like you at all. This is, plain and simple, a family quarrel. Chairman Kang Byung-chul and Representative Kim Ja-young, who runs Sangsa now — they're both practically family to us. What business do we have stepping in?"

The man seated across the table clicked his tongue and chimed in.

"He's right. And honestly, what could we even do? As you well know, we don't own a single share anymore. You're dragging together a roomful of old men who couldn't so much as raise a hand at a shareholders' meeting — what exactly do you expect us to accomplish?"

It was the reaction he had expected.

They were protecting themselves. And when the family feud in question was a blood-soaked battle for control, they would want to keep their distance all the more.

But Kim Seok-jun did not yield an inch.

"I'm not asking you for shares. I'm asking to borrow your voices."

"Our voices?"

"Yes. What Chairman Kang Byung-chul is doing right now is not a simple M&A. This is a betrayal of the late Chairman's legacy — an act of unfilial defiance."

Strength entered Kim Seok-jun's voice.

At the mention of the late Chairman, every face in the room flinched.

"What did Chairman Kang Man-ho say while he was alive? That the family must never fight among themselves. That is precisely why he divided the companies among them when he passed them down. Even if Representative Kim Ja-young runs Sunjin Group and Sangsa today, Seon-woo — the Chairman's own grandson — stands behind her. And yet Chairman Kang Byung-chul, coveting what belongs to his young grandnephew, has picked a fight with no justification at all."

"Well... by pure business logic, isn't that just survival of the fittest? Sangsa is weak, so it gets eaten. That's all."

One of the men countered with studied coolness, and Kim Seok-jun drove straight through the opening.

"Survival of the fittest, you say? No. This is greed. He devours Sangsa with Aluminum's money — and what comes next? Automobiles? Construction? His endgame is to make all of Sunjin Group his personal property. Will you sit and watch in silence as this group you spent your lives building is torn to shreds by one man's avarice?"

Silence settled over the private room.

They exchanged glances, each reading the others. Nothing Kim Seok-jun had said was wrong.

The Chairman they had served all their lives had been Kang Man-ho, and the successor he had cherished most had been Seon-woo's father, Kang Tae-jin.

At that moment, the former vice chairman, seated in the corner, spoke up.

"But Managing Director Kim, the man you're dealing with is Kang Byung-chul. Even if we step forward, do you think that arrogant son of a gun will blink? We'd only be giving people reason to call us old men losing our minds."

"No."

Kim Seok-jun shook his head firmly.

"What Chairman Kang Byung-chul fears most is not money. It is legitimacy. Nothing disgusts him more than the label of the man who stole his elder brother's company. So what happens when the elders who built this group alongside the late Chairman step forward to rebuke him? The impact would dwarf any few percent of stock."

‍‍‌‌⁠​​⁠‌​​‍​​‍​‌​⁠‍‌‍⁠⁠‌⁠‌‍‌‍‌‌‌‍⁠​‌​‌​‌‍‌‌‌⁠‍​​‌‍⁠‌‌⁠⁠

Kim Seok-jun drew an envelope of documents from his coat and placed it on the table.

"This is the draft of a statement to be released tomorrow morning. The content is simple: the elders of Sunjin Group express grave concern over the current situation and urge Chairman Kang Byung-chul to halt his hostile M&A. That one sentence is all it needs to say."

The former vice chairman picked up the envelope. As his eyes skimmed the contents, they narrowed.

"If this is resolved well, you gentlemen will never again be treated as old men in the back room. Don't you think Representative Kim Ja-young will come calling whenever she needs you, seeking your counsel on management?"

Every pair of eyes wavered.

Honor.

The thing retired men of power hunger for most.

Kim Seok-jun had struck precisely at their desire.

"Byung-chul always did have an appetite too big for his belly, even as a boy. He got his hide tanned more than once for laying hands on his elder brother's things."

The mood shifted. Another man cautiously joined in.

"Honestly, it does look bad. An uncle snatching his nephew's rice bowl out from under him — by any decent measure of our people, where is that ever acceptable?"

"That's right. If we sit on our hands, we won't be able to look the Chairman in the eye when we cross over."

Voice after voice rose in agreement around the table. It had worked.

"We'll do as you say. And tomorrow at lunch, I'll have the economics desk chiefs over for a meal. There are still a good number of pen-men out there who'll move on a single word from me."

"Thank you, hyung-nim. Truly, thank you."

"In return."

The former vice chairman added, his expression meaningful.

"Win. We don't stand with losers."

"I will defend it with my life."

Kim Seok-jun bowed deeply at the waist.

The office of the CEO of Sunjin Group.

"They... they really signed it?"

"Yes. It will run as an advertisement at the bottom of the front page of every morning paper tomorrow. And a luncheon with the desk chiefs of the major business dailies is already scheduled for noon."

Kim Ja-young let out a long breath. It felt as though a passage that had been blocked was finally opening.

What Kim Seok-jun had presented was a declaration of support from the group elders who had once served her father-in-law, Kang Man-ho.

"Thank you, Managing Director. This will be a tremendous source of strength."

There was genuine feeling in Kim Ja-young's voice.

A battle for control was never merely a fight over shares — it was a fight over legitimacy.

Who was more morally justified? Who carried on the founder's will?

Lose that invisible war, and no matter how much money you had, the stigma of traitor and usurper would brand you and shrink the ground you could stand on.

"This should be enough to set the battle for public opinion alight. Even Chairman Kang Byung-chul can't openly ignore a rebuke from the elders. However..."

Kim Seok-jun's eyes narrowed.

"In the end, the winner is decided by numbers. This will be a fight with live rounds. The way he's charging in, taking risks this reckless, tells me this isn't just a warning shot. He intends to see it through to the end."

Kim Seok-jun's gaze turned to Kim Ja-young.

"May I hear your plan going forward? Your defensive strategy."

Kim Ja-young nodded and turned to Choi Dong-soo, who stood in attendance beside her. As though he had been waiting for exactly this, Choi Dong-soo straightened in his seat and began.

"We have prepared two principal cards."

Choi Dong-soo spread the documents he had prepared in front of Kim Seok-jun.

"The first is a rights offering through third-party allocation. We plan to issue new shares to friendly forces in order to dilute Chairman Kang Byung-chul's stake. And the second is..."

Weight entered Choi Dong-soo's voice.

"A comprehensive share swap. We are currently in talks with two parties — a global logistics company headquartered in Singapore and an American shipping line. We would transfer our treasury shares to them in exchange for equity in their companies. That alone would secure more than ten percent in friendly shares at a single stroke."

It was a textbook defense strategy — and the most certain one.

But Kim Seok-jun, who had been nodding quietly along, suddenly furrowed his brow and spoke.

"I agree to the new share issuance. But... I'd advise you to stop the comprehensive share swap with foreign firms."

"I beg your pardon?"

Choi Dong-soo's eyes went wide. Kim Ja-young, too, looked at Kim Seok-jun with a puzzled expression.

"May I ask why, Managing Director? If we're trying to put out a fire right now, mobilizing our treasury shares is the most efficient path. And they have deep pockets besides."

"That's true. It is efficient. But..."

Kim Seok-jun paused.

Across his mind flashed the words Seon-woo had brought to him just days before.

Seon-woo's eyes had been full of certainty.

Once again, Seon-woo had seen several moves down the board and come to speak of it — and Kim Seok-jun had found himself with no choice but to believe him.

Kim Seok-jun continued in a calm voice.

"Representative. It's because what is happening today could happen all over again in the not-so-distant future."

"......"

"Swapping away the treasury shares would serve the immediate defense well enough. But do not forget — in this business, there are no eternal allies. Foreign capital in particular moves like mercenaries, and nothing but profit moves them."

Kim Seok-jun's fingertips tapped lightly against the desk.

"What if Chairman Kang Byung-chul approaches them and offers to buy their stake at a price far above the current market value? Or what if, down the road, they turn their blade on us and demand a seat in management?"

"Surely if we build safeguards into the contract—"

"Contracts, you say? These are men who have made a career of slipping through the law's net. A company with a fragile governance structure like Sunjin Sangsa is ‍‍‌‌⁠​​⁠‌​​‍​​‍​‌​⁠‍‌‍⁠⁠‌⁠‌‍‌‍‌‌‌‍⁠​‌​‌​‌‍‌‌‌⁠‍​​‌‍⁠‌‌⁠⁠all the more tempting prey. You think you're bringing in a white knight, and you find you've opened the gates for a black one."

Choi Dong-soo fell silent. He could not argue. It was a risk he had overlooked in his urgency. Kim Ja-young's face went pale.

"Then what should we do with the treasury shares? Find a domestic partner instead...?"

"I'd say it's best to leave the treasury shares exactly where they are."

Kim Seok-jun drove the nail in firmly.

The atmosphere sank, heavy and grim. If they had to throw away the easy card of foreign capital, the immediate battle over shares was bound to grow that much harder.

Then it happened. Kim Seok-jun drew a thick document envelope from inside his coat and laid it on the table.

"Don't worry. I'm not saying any of this without an alternative."

"This is..."

"Have a look."

Kim Ja-young carefully opened the envelope. Inside were a corporate seal certificate and a proxy. When she confirmed what was written, her eyes went round.

"A proxy granting voting rights over Sunjin Sangsa shares held by my family's company."

Kim Seok-jun said it matter-of-factly.

"As I said before, I came here to help. I didn't want to merely help in words — I wanted to be a real source of strength."

"Good heavens..."

Kim Ja-young could not close her mouth.

The number written on the proxy was no small figure.

"Four point nine five percent."

A figure calibrated to sit just beneath the five percent disclosure threshold. Combined with majority shareholder Kim Ja-young's own stake, it was a decisive bloc of shares — enough to shake the entire board.

"Managing Director, to go this far for us..."

The rims of Kim Ja-young's eyes reddened. To hand over the voting rights to shares worth hundreds of millions of dollars, expecting nothing in return — it was almost beyond imagining.

Kim Seok-jun shook his head with a faint smile.

"It's nothing compared to what I owe the late Chairman. And besides — aren't we protecting the company Seon-woo will one day lead?"

Kim Seok-jun rose from his seat.

"Please put these shares to meaningful use. They will become the spear that ‍‍‌‌⁠​​⁠‌​​‍​​‍​‌​⁠‍‌‍⁠⁠‌⁠‌‍‌‍‌‌‌‍⁠​‌​‌​‌‍‌‌‌⁠‍​​‌‍⁠‌‌⁠⁠strikes Chairman Kang Byung-chul where it hurts most."

Kim Ja-young and Choi Dong-soo hurriedly rose as well and bowed deeply at the waist.

"Thank you. Managing Director, truly, thank you. We will never, ever forget this debt."

Kim Seok-jun gave a silent nod and left the office.

Kim Seok-jun's study.

I had come here straight from school and was talking with Kim Seok-jun.

"Just as you said, I told them to go ahead with the rights offering, and I talked them out of the comprehensive share swap."

Kim Seok-jun studied my face.

"Did they accept it?"

"They did."

"That's a relief."

I let out a short breath of relief.

Reviving dead-weight treasury shares — shares carrying no voting rights — through a swap looked, on the surface, like the most efficient defensive weapon available.

But that was only true if the counterparty was a partner you could trust.

For a company like Sunjin Sangsa, with its unstable governance structure and weak owner control, it applied not at all.

"Well then, once the new share issuance goes through, I suppose we can all breathe a little easier."

The Managing Director's expression looked considerably more at ease.

He had judged that expanding the friendly stake through the third-party rights offering would blunt Kang Byung-chul's attack to a manageable degree.

But I shook my head.

"No, sir. The share issuance has a strong chance of failing too."

"What?"

The Managing Director's eyebrows twitched.

"If I had to guess, my mother and Secretary Choi will amend the articles of incorporation alongside the rights offering, or pass a board resolution capping the allocation per shareholder. They'll want to block Chairman Kang Byung-chul from participating in the offering and growing his stake."

"Well, of course. It's a defensive measure."

"And that's exactly what could make things worse."

I explained calmly.

The rights offering was practically a formula in M&A defense. It allowed the target to forcibly dilute the attacker's stake.

But the Korean courts were not so easily satisfied.

"Chairman Kang Byung-chul will naturally file for an injunction to block the share issuance. His argument: issuing new shares not out of genuine business necessity, but purely to exclude a specific majority shareholder — Sunjin Aluminum — while defending the current management's control, is unlawful."

"......!"

"In a management dispute, the courts view it very strictly when a company strips existing shareholders of their subscription rights and allocates new shares to third parties instead. They'll dress it up as a business purpose, but the true aim of defending control is unmistakable."

Kim Seok-jun, who had been listening quietly, nodded slowly.

On his face, understanding and a kind of rueful resignation crossed at the same time.

"Looking at the prior case law... yes, I suppose that is how it would go."

That was exactly the ruling the courts had handed down in my previous life. Sunjin Sangsa had desperately pushed through its rights offering, and the court had granted Kang Byung-chul's injunction.

"And yet you knew ‍‍‌‌⁠​​⁠‌​​‍​​‍​‌​⁠‍‌‍⁠⁠‌⁠‌‍‌‍‌‌‌‍⁠​‌​‌​‌‍‌‌‌⁠‍​​‌‍⁠‌‌⁠⁠that, and you told me to let them try anyway?"

"Yes. They have to do something, after all."

"......"

"The truth is, Sunjin Sangsa doesn't have a single sharp move available in its current position. We're losing the numbers game right now, so let them run through motions like these while we get on with what we need to do. Think of it as a smokescreen to disrupt the enemy."

Kim Seok-jun stared at me, at a loss for words.

That doubtful look he'd worn the first time I came to him was nowhere to be found.

"You really are..."

He let out a hollow laugh.

"If you told people a high schooler was reading the flow of this entire board and commanding the defense, no one would believe you. No — they'd call you a lunatic."

Instead of answering, I gave a slight bow. There was no need to qualify a compliment.

"Still, if the share issuance fails, at least public opinion will have its effect."

"There won't be any effect. It won't even make the news. As you know..."

Not long ago, the nation's first-ever presidential impeachment motion had passed through the National Assembly.

The market had gone into shock, and stock prices had plunged. But even that had barely registered as a headline — the media was saturated with political news.

"Every front page is wallpapered with the impeachment. And a general election is right around the corner. Our story will get, at most, a tiny column inch."

That was another reason I had told them to leave it alone.

"So — now it's time to move on the legal front?"

The Managing Director straightened in his seat as he asked.

"Yes. SJ Holdings is also a shareholder of Sunjin Sangsa, so we have standing to file a petition with the Financial Supervisory Service."

I gestured with my eyes toward the bag of documents I had prepared in advance.

"Just as you arranged through Director Jung Tae-sung — the petition to cancel the voting rights attached to the shares Sunjin Aluminum holds."

"Yes. A petition to prohibit the exercise of voting rights, to be precise. I'm counting on you."

"Our odds?"

I answered without a moment's hesitation.

"Ninety-nine percent."

"Ninety-nine... you sound awfully certain."

"Chairman Kang Byung-chul is about to learn, through this very affair, just how deeply his own incompetence has taken root throughout the entire working ranks of Sunjin Aluminum."