Unraveling the Trap
That afternoon, at the Shinei Chemical headquarters, the CEO's office.
Beyond the window, the sky over Osaka was already growing dark, but the lights in this room showed no sign of going out. Nakamura Kenji, his tie loosened in visible agitation, paced back and forth by the window.
"Still nothing?"
He spun around, unable to hold back any longer. The chief secretary bowed his head apologetically, still clutching the phone.
"We're cross-checking with the Osaka branch's intelligence network right now. Please give us just a moment."
Nakamura raked a hand roughly through his hair.
Only that morning, everything had been perfect. No — he had believed it was perfect. Shinhwa Weltech was a small Korean company with excellent technology but no capital, and Shinei was the savior arriving with both technology and money in hand. The unconventional 51-to-49 stake split had been bait to put them at ease, and the personnel dispatch and raw material supply support were shackles to bind them inside Shinei's ecosystem.
He had never doubted they would swallow it all with gratitude.
But that expectation had been spectacularly wrong.
Otsu Industries.
The moment that name surfaced, Nakamura's heart plummeted. Otsu Industries competed in the same high-purity chemical field as Shinei. They were slightly larger in scale, and above all, they were sharks — devouring the market through aggressive M&A.
"Damn it all..."
What if Shinhwa Weltech joined hands with Otsu instead? Shinei's carefully laid scenario for entering Korea would be reduced to scraps of paper. No — it wouldn't end with merely missing an opportunity. If a competitor monopolized the enormous pipeline that was the Korean market, Shinei could be culled into a second-tier company for good.
For Nakamura, it was a nightmare he couldn't bear even to imagine.
Click.
Just then, the chief secretary set down the receiver and looked at him. His face had hardened like stone.
"Well? Did you confirm it?" Nakamura hurried around his desk. "Did Shinhwa Weltech really make contact with Otsu Industries? It's not just a bluff for leverage, is it?"
He prayed it wasn't true. He prayed it was all just theater to drive up the price.
But the words that left the chief secretary's mouth were merciless.
"...It does not appear to be a bluff."
"What?"
"We just confirmed it with our source. Director Jung Tae-sung's party was spotted entering the lobby of Otsu Industries' headquarters. A managing-level executive from Otsu came down to the lobby personally to receive them."
SLAM!
Nakamura drove his fist into the desk.
"Goddamn it!"
His face flushed crimson. It was real. They had weighed Shinei's offer in the palm of their hand, then run straight to a competitor and were now waving the winning lotto ticket in his face.
"If it's Otsu, they know exactly what our terms are, and they'll bet even harder. Those bastards would throw themselves into the Korean market at a loss if that's what it took to get in."
Nakamura ground his teeth. Had the trap he laid been too loose? Or had he simply underestimated his opponent? This man, Jung Tae-sung — gentle on the surface, but a snake who took everything worth taking the moment you looked away.
"President, what do we do? If this goes on, Otsu will take the initiative from us."
"I know! I know, damn it!"
Nakamura snapped, then wheeled around the office, breathing hard.
One week. They would be in Japan for only seven days. If he couldn't force a resolution within that window, the golden ticket called Shinhwa Weltech would pass into the hands of Otsu Industries — or some other competitor.
The positions of buyer and seller had already flipped.
"...Contact them again."
"I'm sorry?" But they said they were still reviewing—"
"We have no time to wait! Do you intend to let those Otsu bastards stamp their seal on a contract?"
Nakamura's eyes glittered.
"Offer them dinner. Tomorrow night, the day after, whenever. The most expensive restaurant they want, the most discreet ryotei — I don't care. Get them at a table. Whatever it takes."
"Understood. I'll arrange it immediately."
Nakamura Kenji's expression grew steeper and harder by the minute.
That night, a hotel suite in Osaka.
After the meeting with Otsu Industries, I returned to the hotel and headed straight for the study.
Truthfully, the meeting with Otsu had been half bluff. They were bigger than Shinei, but their character was entirely different from the fine-grained process technology we actually needed. Every meeting ended the same way — both sides confirming they were after different things.
But as a performance staged for Nakamura Kenji's benefit, it had been more than enough.
"Let's organize this first."
I stood before the whiteboard, uncapped a marker, and drew a deep breath. The more complex the problem, the more simply you had to approach it.
Scribble—
Q. Is Shinei's technology something we actually need?
I glared at the sentence for a moment with my arms crossed, then drew a big circle around it.
"We need them."
Shinhwa Weltech's technology was excellent, sure — but its stability at mass-production scale had yet to be proven. The veteran engineers Shinei would dispatch, along with their hard-won know-how, would pull our company's timeline forward by at least three years.
"And the Shinei name will make it far easier for us to approach customers."
Then there was the sales power. Shinhwa Weltech was nothing more than a second- or third-tier vendor to Korea's conglomerates, but Shinei was a company with a global network. Their nameplate could become the master key that opened the doors of Korea's major semiconductor manufacturers.
"Fine. Coldly assessed, we need Shinei too. Maybe even more than they need us."
Of course, Nakamura Kenji, sitting across the negotiating table, had no idea that was the case. He was convinced that we were the ones holding the winning hand as the buyer. I had dragged things out pointlessly back in Korea precisely to build this illusion.
"And conveniently enough, it was CSAT day, after all."
That misconception was already proving to be a magnificent weapon.
"So then — let's take apart the proposal they threw at us."
With a black marker, I laid out their terms one by one.
1. Equity split: 51% (Shinhwa) : 49% (Shinei)
— Trap: equal board seats & unanimous consent on key matters
On the surface, a staggering concession. Shinhwa Weltech would own the joint venture and hold management rights, after all.
But I marked a big X next to it.
"The 51 percent stake is a facade, no matter how you look at it."
With equal board representation and a consensus clause on major agenda items, both sides would effectively hold veto power over each other. Without Shinei's consent, we couldn't so much as buy a ballpoint pen, let alone make a new investment — we'd be reduced to a vegetable of a management team.
Ultimately, the number 51 existed only as a shell — something to dilute anti-Japanese sentiment within Korea and to siphon government R&D subsidies and tax incentives.
2. Raw material sourcing: Shinei supplies 100% for the first 3 years
— Trap: supply chain lock-in & margin control
Nakamura Kenji had dressed this up as "support." To stabilize early yield and quality, he'd lend us their proven supply chain. For a customer, that sounds like welcome news — the quality is guaranteed, after all.
But it was a glaring trap all the same.
The heart of the chemical business is blending. You take raw materials, mix them, refine them, and ship them out. So what happens if Shinei monopolizes the raw material supply chain? The joint venture becomes an empty shell, its core subservient to Shinei. Raise the price of raw materials, and the venture's profits shrink — with the difference flowing straight into the pockets of Shinei headquarters, the very company selling the materials.
Worse, even if we found a cheaper, better source elsewhere, they could simply veto it at the board meeting under the pretext of failing quality standards.
"This is the worst clause of the bunch — the one that gives me a headache."
It went further, too: a fatally poisonous provision that would exclude Shinei's major competitors from the supply chain at the source. I set the marker down and dragged a hand down my face.
"Nakamura Kenji... I don't know how long you've been preparing this, but you prepared far too deeply."
Sweet, tempting clauses that might have fooled anyone — if the owner of Shinhwa Weltech had been someone other than me.
I picked the marker back up. One last, most fundamental question.
3. The hidden motive behind creating a joint venture at all
"Their true aim is exactly what I figured out back in Korea."
A beachhead for entering the Korean market.
Shinei could no longer find customers within Japan — the majors had a near-monopoly. So they were aiming to enter the nearby Korean market and ride a market poised for explosive growth.
"They've got a good eye for business. Korea is about to become the largest semiconductor and display market in the world."
Only I could know that for certain, because I knew the future — but even without it, Nakamura Kenji had chosen Korea as his breakthrough point. The man was capable.
"But this isn't just a simple market entry, either."
Through the joint venture, they would take control of Korea's supply chains, standards, workforce, and data. And once the venture grew, they would inject capital under the banner of a major expansion. If Shinhwa Weltech lacked the funds to participate in that capital increase — the equity ratio flips. In the end, the venture becomes a de facto subsidiary of Shinei, or they gut it, plucking out the core — the technology and the market — and discarding the husk.
"Clever. Very clever."
The design was so intricate it sent chills down my spine. Had we bitten down on it as offered, three years from now the joint venture would have been reduced to a Shinei branch office in Korea. Shinhwa Weltech would be remembered as the fool who opened the door for them.
I lifted the marker once more. Now it was my turn to set the board.
Riiing—
I was halfway through scribbling a counterattack scenario on the whiteboard when the desk phone in the study rang. I set down the marker and picked up the receiver.
"Hello."
"Mr. CEO, it's Jung Tae-sung."
"Ah, yes. What is it? I told you to get some proper rest today."
"We've just heard from Shinei's secretariat. President Nakamura Kenji would like to formally invite us to a dinner tomorrow evening."
The moment I heard those words, a smile spread across my lips.
Faster than I'd expected. They really are desperate. Who knew one mention of Otsu Industries would rattle them this badly?
Nakamura's composure had already shattered.
"Very good. We accept. Tomorrow evening, and tell them our entire party will attend."
"Understood, I'll pass that along. As for the venue — they've offered to book anywhere we like."
"Tell them to pick the most expensive, the most quiet place they can find. After all, they're the ones paying the bill."
I hung up and turned back to the whiteboard — the traps scrawled across it, dense and black.
"So much for sleeping tonight."
I grinned. And for some reason, I didn't mind it one bit.