The Verdict That Shattered a Chairman
May 2004. The chairman's office at Sunjin Aluminum.
The power struggle that had raged so furiously over the past few months was now hurtling toward its end.
"Chairman, it's done."
The chief secretary entered the office, his voice flushed with excitement. Kang Byung-chul set down the documents he'd been reading and removed his glasses.
"Has the court ruled?"
"Yes, sir. The court has ruled in our favor. The Sunjin Sangsa board must convene the extraordinary shareholders' meeting we demanded within one month. If they refuse, they'll face fines and compulsory enforcement."
"Hahahaha!"
Kang Byung-chul leaned back in his chair and let out a great burst of laughter.
He felt as though a weight had been lifted clean out of his chest. He had entered this fight certain of victory, but the past month had been pure hell. The Sunjin Sangsa board had craftily dragged its feet on convening meetings, and Jeonju — the party Kang Nam-gyu had secured with his 4.5% stake — had taken forever to put stamp to paper, using contract review as an excuse.
"Good. Very good."
Kang Byung-chul's laughter faded, and his eyes flashed.
"Now we move fast. You understand? The monthly interest alone is costing us 3%."
The aftereffects of borrowing Bukchon's money were slowly beginning to strangle him.
He had secured his advantage by raising 70 billion won in cash, but the price had been brutal. Even just breathing cost him 2.1 billion won a month, bleeding out as interest. During that month when his opponent had stalled for time, Kang Byung-chul had felt the blood draining from his veins.
"We'll push forward as quickly as possible. The moment the meeting date is confirmed, we'll launch the full battle for proxy votes."
"Right. No more problems now, is there?"
"The injunction and the FSC's determination are still pending, sir......"
The chief secretary hesitated for a moment.
"But both look likely to go our way."
One injunction suit was currently pending before the court, and the Financial Supervisory Service was reviewing a single petition.
The court case: Sunjin Aluminum's injunction seeking to bar Sunjin Sangsa's new share issuance. The FSC case: the petition filed by SJ Holdings over a violation of the 5% Disclosure Rule.
"The share issuance is obviously ours to win. Allocating new shares to third parties for the purpose of management defense is illegal."
Kang Byung-chul was certain. That side had precedent stacked sky-high.
The problem was the latter.
He was confident of victory there too, but the special clause attached to the Bukchon loan left a sliver of doubt that wouldn't die.
"How is the SJ Holdings petition coming along? Kim Seok-jun keeps sinking his teeth in and refusing to let go."
"We're blocking it with our former-judge attorneys and every ounce of FSC network we can mobilize. On the law itself, the prevailing view is that stripping voting rights altogether over a mere disclosure delay is excessive. I don't think you need to worry, sir."
"Right, of course. Unless the FSC has lost its mind."
Kang Byung-chul nodded at the secretary's words.
In South Korea, there was nothing money and connections couldn't accomplish.
The notion that one careless mistake could strip the voting rights attached to tens of billions of won in stock was absurd on its face.
"No more slip-ups. Calculate the shareholdings precisely, and collect proxy statements from the small shareholders. Spend whatever it takes to bring them in."
"Yes, sir."
Only the shareholders' meeting remained. Drag Kim Ja-young down in a vote battle there, and everything would be over.
When the chief secretary bowed and left, Kang Byung-chul walked to the window and drew a long, deep breath.
The Seoul skyline sprawled beneath him.
We're almost there.
He gazed at his own reflection in the glass.
I will shed the title of the brother who leeched off what my elder brother built, and become the true master of Sunjin. This is where it begins.
A smile of naked ambition spread across Kang Byung-chul's lips.
A few days later. The CEO's office at Sunjin Sangsa.
Kim Ja-young and Kim Seok-jun sat facing each other.
Today was the day the court would rule on Sunjin Aluminum's injunction to block the new share issuance. Director Choi Dong-soo had left for the courthouse early that morning and was standing by.
"We have no choice but to let them hold the shareholders' meeting. That's how the court ruled."
Kim Ja-young gave a heavy nod at Kim Seok-jun's words.
"I convened the board this morning and put the item on the agenda as it is. The extraordinary shareholders' meeting will be held in one month."
"One month...... the final golden window, then."
Kim Seok-jun laid a hand on the shareholding chart spread across the table.
"Having run the numbers, our only answer now is the new share issuance."
Kim Ja-young moistened her dry lips.
She hadn't spent the past month merely taking blows. She had liquidated her inherited cash assets and launched aggressive on-market buying, pushing the family's stake up to 20%, while SJ Holdings had climbed to 8.5% through equally aggressive accumulation.
28.5% combined.
But the other side had moved faster.
"Sunjin Aluminum has absorbed an additional 4.5% stake from a foreign investment firm on top of its existing 30.1%. That's 34.6% in total."
"A gap of 6.1 points, then."
"Yes. Chairman Kang Byung-chul holds the advantage."
Kim Seok-jun analyzed the board dispassionately.
"And if you count friendly shareholders, the National Pension Service and the institutional investors have already signaled they'll abstain. They don't want to wade into a family squabble and inherit the fallout."
"Then all that's left are the foreign investors and retail shareholders."
"They'll sit on the fence to the very end. Their creed is simple — the winning side is our side. If the court doesn't block the share issuance, they'll judge that the momentum has shifted to us and throw us their votes."
In the end, everything hung on the court's decision.
Kim Seok-jun met Kim Ja-young's eyes squarely.
"If the injunction is dismissed — in other words, if we're free to issue new shares — victory is assured. Handing the new shares to friendly forces would flip the ownership balance in an instant. But if, by some chance......"
Kim Seok-jun's voice dropped low.
"If the court sides with Kang Byung-chul and blocks the share issuance, there is only one path left to victory."
"......"
"The FSC accepting the petition we filed. And the Securities and Futures Commission sanctioning Sunjin Aluminum."
The petition submitted to the Financial Supervisory Service was under investigation by the Securities and Futures Commission, which operated under the FSC's authority.
Kim Ja-young's face hardened.
If the share issuance was blocked, that rope was the only one left hanging within reach. But the enemy had mobilized an army of former-judge attorneys to defend themselves. It was a gamble with no guaranteed outcome.
Please...... let today's ruling come out right.
Then it happened.
Jiiing—
The mobile phone resting on the table vibrated.
The name on the screen was Director Choi Dong-soo.
Kim Ja-young picked up the phone with trembling hands. Kim Seok-jun set down his teacup and watched her.
"Hello?"
Choi Dong-soo's voice came through the receiver. Kim Ja-young's expression slowly crumpled, then cooled to ice. She was silent for a long moment before giving a short reply.
"......Yes, thank you for your hard work. I'll see you at the office."
The call ended.
A dead silence filled the room.
Kim Ja-young slowly raised her head and looked at Kim Seok-jun. Her eyes were wavering.
"The court granted Sunjin Aluminum's injunction."
"......"
"The share issuance has been blocked."
The worst-case scenario had become reality.
Fifteen days later. The chairman's office at Sunjin Aluminum.
Kang Byung-chul lounged insolently on the sofa, deep in a phone call.
"Right, right. Let's get together once this is all wrapped up. I'll host — a proper spread. Yes, go on."
Hanging up, he set the phone down on the table as if tossing it, a satisfied smile playing across his face.
"That was the former chairman of Shinwoo Group. Everyone's falling over themselves to congratulate me."
The moment the court granted Sunjin Aluminum's injunction against the new share issuance, the mood of the business world shifted overnight.
Chairmen who judged that the scales had tipped decisively toward Kang Byung-chul were calling one after another, racing to be first.
"Aren't they amusing? The ones who treated me like I didn't exist are now calling ahead just to make an impression, now that I'm about to own Sunjin Sangsa."
Kang Byung-chul clicked his tongue.
He could see straight through their black hearts, but he was enjoying the spectacle in his own way.
It was the victor's privilege, after all.
"It's proof that you've become a figure the business world can no longer ignore, Chairman."
"That's how I'm taking it too."
Kang Byung-chul checked the watch on his wrist.
"Let's see, the time...... it's about to start. Turn it on."
At his instruction, the chief secretary picked up the remote and switched on the wall-mounted TV.
The news channel was streaming an urgent breaking-news banner.
Today was the day the Securities and Futures Commission would announce its final investigation findings on the petition SJ Holdings had filed with the Financial Supervisory Service.
"Once today is over, it's truly finished."
Kang Byung-chul was certain of victory.
The court had already blocked the share issuance.
The FSC investigation? At worst they'd slap on a token fine and be done with it.
A delayed disclosure couldn't possibly shake a management battle to its foundations.
A moment later, the screen changed and the spokesperson of the Securities and Futures Commission stepped up to the podium. A barrage of camera flashes erupted.
Kang Byung-chul hummed a tune and crossed his legs.
The spokesperson's voice continued, dry and clinical.
"Tch. Plenty of talk. So how much are they making me pay?"
Kang Byung-chul muttered, knitting his brows.
He had braced for a simple warning or an administrative fine. But the next words out of the spokesperson's mouth shattered his expectations to pieces.
"......What?"
For a moment, Kang Byung-chul wondered if he had misheard.
"Wha— what did they......?"
But at the words that followed, Kang Byung-chul shot to his feet.
The announcement was over.
But Kang Byung-chul could neither collapse into his seat nor let out a scream.
He simply stared blankly at the TV screen.
"Ch—Chairman......"
The chief secretary's face had gone white as a blank sheet of paper.
Lose 16% of the shares, and he'd forfeit not just the management battle but his very status as major shareholder.
And if the on-market selloff sent the stock price into free fall?
Only one name surfaced in Kang Byung-chul's mind.
Bukchon......
The special clause in the contract he'd signed with Kim Jong-soo flashed through his memory.
[Should the purpose of the acquisition become unattainable, the borrower shall immediately forfeit the grace period and......]
"Ah...... ahhh......"
Kang Byung-chul couldn't finish the thought. The stock would crash, and the 70 billion won loan would come due at once. Even selling everything wouldn't cover it. A mountain of debt. And a criminal referral to the prosecution.
Everything was over.
"This is...... this can't be real."
He staggered, then crumpled to the floor.
The chalk tapping against the blackboard scraped against my eardrums with unusual sharpness. The teacher's voice was nothing but noise — not a single word reached me.
Maybe I should just say I'm sick and go home.
My stomach was churning. It felt as though the hardest part was having to sit at my desk, helpless, waiting for the result.
It'll be fine. The calculations were flawless.
I had decided not to worry about the future changing, but the human heart rarely does what it's told. If I hadn't intervened, this was a fate that would have unfolded exactly as it had in my previous life.
But this time, I had shaken the board. I had funneled Bukchon's money to Kang Byung-chul and planted in him the illusion of victory.
I couldn't be certain what butterfly effect that variable might trigger, or what unforeseen outcome it might produce.
Tick, tock.
The second hand of the clock hanging on the classroom wall seemed unusually loud.
Then it happened.
Jiiing—
A short vibration rang out from my trouser pocket. Carefully, I slid my hand under the desk and flipped open my phone. The sender of the message was Director Jung Tae-sung.
One short sentence.
"Hah......"
A sigh of relief escaped my lips before I knew it. It felt like a blocked airway suddenly opening.
My fist clenched beneath the desk.
It's done.
All that remained now was to grind Kang Byung-chul into the dirt so thoroughly that he could never rise again.