The Noose in the Contract
Bukchon — the hanok sarangbang of Kim Jong-soo.
Despite the tranquil atmosphere, a taut tension stretched between the two men.
"I'll lend you 70 billion won. Interest is 3% a month, deducted upfront. Maturity is three months."
At Kim Jong-soo's dry pronouncement, Kang Byung-chul's brow creased briefly before smoothing out again.
It wasn't a bad rate compared to what the curb market typically demanded. No — as of this very moment, this was the only place in all of South Korea that could put several hundred billion won of cash in his hands.
"Very well. As collateral, we'll use the 4.5% stake in Sunjin Sangsa that this money will secure."
"Collateral goes without saying."
Kim Jong-soo set down his teacup and adjusted his glasses.
"There's a special clause I'll need to add."
"A special clause?"
"Far as I know, the morning news showed some outfit called SJ Holdings filing a petition with the Financial Supervisory Service."
The corner of Kang Byung-chul's mouth twisted.
Kim Seok-jun.
So that bastard had finally decided to be a nuisance.
That very morning, SJ Holdings had submitted a petition to the Financial Supervisory Service requesting that voting rights be restricted on a portion of the shares held by Sunjin Aluminum — citing suspected violations of the 5% disclosure rule.
"Ah, that? No need to concern yourself with it."
"How can I not? My money's going into this."
"It's the current management of Sunjin Sangsa flailing in desperation. Our legal team has already reviewed it. They say it's nothing more than a simple clerical error — hardly serious enough to warrant restricting voting rights. The FSS will dismiss it."
Kang Byung-chul was brimming with confidence.
Strip voting rights over a few days' slip in a disclosure filing? With the entire old boys' network of the Korean legal establishment on retainer, that argument could be defended without breaking a sweat.
But Kim Jong-soo shook his head.
"That's your problem, Chairman. From where I sit, if there's risk, I can't lend the money. If I lose it, I'm the only one who bleeds, no?"
"Ha. You don't trust my credit?"
"I trust your credit. I don't trust the situation."
Kim Jong-soo slid a single prepared document across the table.
"Add this, and you get your loan."
Kang Byung-chul picked it up.
It was a special clause concerning the acceleration of the debt — a loss-of-beneficial-interest provision.
'If the petition is upheld and voting rights are restricted, the loan shall be repaid immediately...'
The terms were simple enough. If the FSS sided with SJ Holdings, he'd have to cough up the borrowed money on the spot.
Kang Byung-chul scoffed inwardly.
'The petition will get dismissed anyway. Kim Seok-jun filed it just to stall for time.'
There was no need to hesitate over a fight he was guaranteed to win a hundred times out of a hundred.
Live ammunition was what he needed, and he needed it now. With this money, he could snap up more shares and trample Kim Seok-jun and everyone else into the dirt.
"Nothing difficult about it. Fine. Add your clause."
At the breezy reply, something flickered in Kim Jong-soo's eyes.
"Ho ho. Confident, are we?"
"The law favors the strong, does it not?"
Kang Byung-chul took up the pen and signed the contract without a moment's hesitation.
The scratch of the nib echoed through the quiet room. He hadn't the faintest inkling that he was signing his own noose.
"The wire transfer will go through right away."
"Much obliged. Thanks to you, I can now pull off something big."
Kang Byung-chul rose from his seat and shook Kim Jong-soo's hand. The old man's hand was cold — and yet, for some reason, a strange smile played at the corners of his mouth.
Inside the black sedan pulling away from Bukchon.
Kang Byung-chul, sunk into the back seat, wore a satisfied smile as he gazed out the window.
"Chairman, you look pleased."
His chief secretary, seated beside the driver, spoke while glancing at the rearview mirror.
"I expected the old codger to be difficult, but he proved surprisingly reasonable. The funds are secured."
"How much—"
"70 billion. Enough, wouldn't you say?"
"More than enough."
Kang Byung-chul clenched his fist.
Cash, held fast in his palm. This was power. From here on, no matter how many shares Kim Seok-jun amassed wielding SJ Holdings, the man would be no match for him in a war of capital.
"Director Jung."
"Yes, Chairman."
"Contact Park Nam-gyu. Tell him we're buying the 4.5% stake in Reborn Capital he's been holding."
Kang Byung-chul's eyes gleamed.
"With that included, we're pushing 35%. Kim Seok-jun and Kim Ja-young combined won't even break 30%."
"Understood. I'll handle it immediately."
"And one more thing."
Kang Byung-chul stared straight ahead with cold, hardened eyes.
"Send a certified letter to Sunjin Sangsa. Demand they convene an extraordinary shareholders' meeting."
"Right this instant, sir?"
"Yes. They say you pull the calf out of the cow in one tug, not two. Before the injunction ruling comes down, we hold the meeting, push through the dismissal of the board, and take control of management. No matter how that woman Kim Ja-young wails and clings, I won't be moved."
Kang Byung-chul crossed his legs with an air of arrogance.
Victory was already in his pocket.
The CEO's office of Sunjin Group.
Kim Ja-young, the group's chief executive, looked visibly worn, and Choi Dong-soo, seated across from her, had grown noticeably gaunt over the past few days.
"How has the market reacted since the new share issuance announcement?"
"Not badly. We made our resolve to defend the company unmistakably clear to investors, and the stock price is holding firm."
"That's a relief."
"However..."
Choi Dong-soo chose his words carefully.
"As expected, Sunjin Aluminum is pushing back immediately. A certified letter arrived this morning — they're threatening to file for an injunction blocking the new share issuance."
"We anticipated as much. They weren't going to sit idle, either."
Kim Ja-young accepted it calmly. A courtroom battle was an unavoidable step regardless.
"We're building our legal counterarguments with the team. But given precedent... I'm afraid it will be an uphill fight."
"Still, it's a fight we must wage. We have to try everything within our power—"
Knock knock—
Just then, an urgent knock sounded, and a staffer from the Strategic Planning office burst through the door.
In his hand was a freshly received fax. His face was stiff as stone.
"Madam Chairwoman, urgent report."
"What is it?"
"Another certified letter just arrived from Sunjin Aluminum."
The staffer swallowed hard before continuing.
"A request to convene an extraordinary shareholders' meeting."
"A shareholders' meeting?"
"Yes. The agenda is... the dismissal of the entire current board, including the Chairwoman, and the appointment of a new CEO."
Kim Ja-young's eyes went wide. Choi Dong-soo bit his lip. The reckoning they'd known was coming had arrived. Kang Byung-chul had finally drawn his blade in earnest.
"Dismissal... so he truly means to see this through to the end."
Kim Ja-young's voice trembled faintly. Her uncle-in-law had just declared formal war on his nephew's widow.
"What do we do?"
"..."
"Are we obligated to grant it the moment they demand it?"
Choi Dong-soo dissected the situation with cold precision.
"As things stand, the de facto largest shareholder is Sunjin Aluminum and its allied factions. Under the Commercial Act, when a shareholder holding at least 3% of total issued shares makes a proposal, the company has little grounds to refuse. In principle, we would have to grant the meeting."
It was the logic of raw power. In a stock corporation, the one with the most shares was the master — that was simply the nature of the beast.
"So the shareholders' meeting may come before our new share issuance clears."
"No. There is a way."
"A way?"
"We stall."
Choi Dong-soo's eyes sharpened.
"How long can we hold them off?"
"They've made the request, but the authority to convene a shareholders' meeting rests with the board of directors. We can delay by grinding down the convocation process step by step."
"And if we keep stonewalling?"
"Typically, if a company fails to respond for a week or two, or refuses outright, the other side petitions the court for permission to convene the extraordinary meeting themselves."
Once the ball moved to the courts, more time would buy itself.
"There's the court's hearing date, and further time before a ruling is issued. And if you factor in the two-week advance notice period for the meeting itself..."
Choi Dong-soo ran the calendar through his head.
"We can stretch it to four weeks, five at the outside."
A month.
Long if it felt long, short if it felt short — but in wartime, with every single day mattering, it was time worth its weight in gold.
"We must turn the board within that window."
Kim Ja-young bit down hard on her lip and nodded.
"Good. We delay as long as possible. Instruct the legal team to cite procedural defects — whatever it takes — and slow them down."
"Understood."
"And accelerate the new share issuance. Before they can hold their meeting and throw us out, we have to dilute their stake first."
A deadly resolve hardened in Kim Ja-young's eyes.
She had no intention whatsoever of stepping aside quietly.
The moment I stepped out of the school gate, I slipped into the familiar black sedan.
As the door closed and the car pulled away, Director Jung Tae-sung looked into the rearview mirror and spoke.
"I have a report. Through Park Nam-gyu, Chairman Kang Byung-chul's side has approached us about purchasing shares."
Just as expected. The moment the Bukchon money landed, he'd started moving at once.
"So — the instant he gets cash, he starts gobbling up shares."
"Yes. He wants to acquire the entire 4.5% stake in Reborn Capital disguised under Park Nam-gyu's name. He's offering 20% above market price."
"Let him have it."
At my instant reply, Jung Tae-sung's hands tightened on the wheel in surprise.
"Chairman, if we sell... we'd be handing over real shares that are actually ours. 4.5% is by no means a small number."
"I'm aware."
"Then we could find ourselves at a disadvantage in the share battle. Wouldn't it be better to stall and simply refuse to sell?"
I shook my head.
"Let's wait and see how the petition turns out."
"If you mean the petition... it could fail, however unlikely. No one can guarantee the FSS's judgment."
"That's possible, yes. But..."
"If we let him take that money and start sweeping the floating shares off the market right now, we lose all control over Kang Byung-chul. Far better to hand over the shares we hold and keep the money in our own hands."
If events tracked my previous life exactly, the FSS would deliver its ruling exactly as SJ Holdings desired.
And even if it failed, as Jung Tae-sung feared, there was a fallback.
Meeting his eyes through the mirror, I laid it out for him.
"Kang Byung-chul borrowed the Bukchon money, so he'll believe he's already won. He's convinced he's secured the shares, so he'll soon demand a shareholders' meeting."
Running the timeline, with the petition's outcome still unknown, their pace could well prove faster than ours.
"That's why we tell him we'll sell — and then drag our feet over contract review and due diligence for as long as we possibly can. Every single week we buy matters. Stretch it even seven days, and we can keep the company out of his hands before the FSS ruling lands."
That was what had changed from my previous life.
It was I who had steered the Bukchon money into his hands this time. Which meant the changed variable was mine to control, personally.
"I understand your point. Sell, but delay. Since no one knows when the FSS will rule."
"Exactly. And then we use that money to act according to the outcome."
I drew a breath and delivered the core of it.
"However this ends, the stock price is going to fall."
"Fall, sir?"
"Yes. If the FSS sides with us, the massive block of shares Sunjin Aluminum holds becomes forced-disposition supply on the open market — a crash. And even if they side with him instead, the management dispute premium vanishes, so a crash is all but certain either way."
Only then did Jung Tae-sung seem to fully grasp my design.
A stock price inflated by a management struggle holds up as long as the struggle drags on — but the moment one side seizes the upper hand, it is the first thing to collapse.
And it falls as fast as it rose.
"Kang Byung-chul's weakness is his lack of liquidity."
I smiled coldly.
"Even if the FSS sides with Aluminum and the board tilts in his favor, he still has to dump shares to repay the Bukchon money. The maturity is a brutal three months, and Kim Jong-soo is hardly the sort to sit on his hands."
"...Ah."
"To repay debt with the stock price in free fall, what must he do? Sell far more of his shares, of course. And then his control evaporates on its own."
Granted, he could borrow against the shares as collateral — but then the winner's curse, the deadliest trap in any management dispute, would close around him by necessity.
Jung Tae-sung answered with a note of genuine admiration in his voice.
"So a falling share price is a fatal blow to Kang Byung-chul no matter what. By borrowing from Bukchon, he's handed the rope for his own neck."
"Precisely. We sell at the peak, pocket the cash — then scoop the shares back up after the crash."
That was when it happened.
Bzzzz—
The vibration of a mobile phone pulsed long and low from the inside pocket of Jung Tae-sung's suit jacket.
Driving, he took the call on speaker, and his expression hardened in an instant.
"Yes, understood. Keep monitoring."
Ending the call, Jung Tae-sung turned toward me.
"Chairman, it just broke. Sunjin Aluminum has formally requested an extraordinary shareholders' meeting of Sunjin Sangsa."
So Kang Byung-chul had finally drawn his blade.
With the funds secured and the shares in hand, he must have felt he had nothing left to fear.
"Faster than expected. He must be very confident of himself."
I smiled and spoke to Jung Tae-sung.
"Good. Make contact through Park Nam-gyu, and drag out the share sale contract for as long as you can."
"How long, sir?"
"A week — no, stretch it as far as it will go. And time the signature for the very moment the stock price peaks."
After all, the higher you fall from, the harder it hurts.