ITDW 40

At the center of the U-shaped conference room table sat the President of Hanyoung Corporation, the President of Hanyoung Co., Ltd., Chairman Kim, the Vice Chairman of Hanyoung Co., Ltd., and Jungyoon, in that order.

On the left side of the table sat the executives of the Hanyoung Legal Planning Office and the executives of Hanyoung Corporation, and on the right side sat the Haesung Law Firm team led by Yoonjae.

It was an emergency countermeasure meeting. A silent tension filled the inside of the conference room. To ruin something that’s almost finished. It was a proverb that was annoyingly accurate for this situation. And all because of a minor procedural issue.

The squeeze-out, stipulated in Article 360-24 of the Commercial Act, is a system that allows a controlling shareholder who holds 95% of the total issued shares to oust minority shareholders. The 95% figure also includes shares held by the controlling shareholder’s subsidiaries. Since Hanyoung Co., Ltd. is already the parent company of Hanyoung Corporation, Hanyoung Corporation’s treasury shares could also be calculated as shares of Hanyoung Co., Ltd.

To hold 95% of Hanyoung Corporation’s shares, the Hanyoung Group had prepared on a two-track basis.

Haesung Law Firm proceeded with Hanyoung Corporation’s additional acquisition of treasury shares, and the Hanyoung Legal Planning Office began the work of incorporating Hanyoung Resort as a subsidiary of Hanyoung Co., Ltd. by securing an additional 2% or more of Hanyoung Co., Ltd.’s share ownership in Hanyoung Resort. This was because Hanyoung Resort held a significant portion of Hanyoung Corporation’s shares.

If things had proceeded as planned, they could have exceeded the 95% shareholding ratio by combining the Hanyoung Corporation shares held by Hanyoung Co., Ltd., the treasury shares of Hanyoung Corporation, which is a subsidiary of Hanyoung Co., Ltd., and Hanyoung Resort’s Hanyoung Corporation shares.

The Vice Chairman of Hanyoung spoke first.

“First, give a brief report on the current situation.”

Jungyoon took his words and said to Yoonjae.

“I’d like to hear Haesung Law Firm’s position, Ms. Lawyer Kim.”

Yoonjae opened her mouth. Yoonjae tried to completely hide her nervousness with an overly business-like attitude.

“Yes. I will report. A lawsuit has been filed to nullify the board of directors’ resolution, which had the acquisition of Hanyoung Corporation’s treasury shares as its agenda. The reason is a defect in the notice of convocation of the board of directors to some directors and the resolution being passed with the said directors excluded.”

The failure to notify some directors is usually done to seize the voting rights of directors who oppose an agenda item, but that was not the case this time.

“How and why did that defect occur?”

The Vice Chairman asked again.

“The defect in this notice of convocation is a procedural defect, a problem that occurred due to an omission of notification on our part.”

The Vice Chairman showed no particular reaction to Yoonjae’s answer.

There was no change in the expressions of Chairman Kim and Jungyoon either. The dozens of eyes of the people in the conference room were all fixed on the father and son. Whether or not they could tear into Haesung Law Firm at will depended on their attitude.

Jungyoon broke the silence.

“What kind of effect does that have, specifically.”

“Since the acquisition of treasury shares is premised on a lawful board resolution, it is difficult to push it through as is. A request to enjoin the director’s illegal act has already been received from the auditor. Also, there is a clause of ne bis in idem in Hanyoung Corporation’s articles of incorporation that prevents the same agenda item from being decided upon within two months, so it is also difficult to convene a new, lawful board of directors meeting.”

“So by law, we’re tied up for two months. Is there any other way to overcome this?”

Jungyoon asked, looking straight at Yoonjae. The siblings of the owner’s family faced off. He seemed to be separating public and private matters in this issue. But he could also be acting like that while feeling sorry for her inwardly.

“We are currently reviewing various solutions with the Hanyoung Legal Planning Office. We ask for your understanding that it may take some time to devise a solution as this is a serious matter. This is to come up with a definite countermeasure.”

Yoonjae said the words she had prepared. In reality, it was a way of saying she didn’t know what to do.

“We will hold Haesung Law Firm legally and morally responsible for this matter in the future.”

With Jungyoon’s subsequent words, the shell of ambiguity was peeled off, and his inner core was revealed. The Vice President was seriously admonishing this matter. Perhaps it was his intention to eliminate the seeds of competition for succession.

Chairman Kim’s expression did not change, and he said nothing. He just stared at the documents in front of him with a stern expression.

Jungyoon drew their attention.

“What does the Legal Planning Office think?”

“First, we will have to go through a new board of directors meeting and review whether the part that violates the articles of incorporation is a curable defect. Or we could consider amending the articles of incorporation. We feel a keen sense of responsibility for having completely entrusted this matter to Haesung Law Firm while we were concentrating all our efforts on the Hanyoung Resort matter.”

Unlike Haesung Law Firm, Hanyoung’s Legal Planning Office came up with a more unconventional solution. They also subtly dissed Haesung Law Firm by claiming it was their fault for being negligent in their management and supervision. The head of the Legal Planning Office had been debating whether to say this or not. It was because appearing more competent than Haesung could also be a negative.

Jungyoon scanned the Haesung Law Firm personnel with a strange smile on his face.

“The best law firm in the Republic of Korea.”

A heavy silence descended upon the conference room, unsure of what words would follow.

“I trusted that pretty face of yours, but.”

You’re not living up to your name. His gentle mockery rang out in the air. Even though it was not a loud voice, it struck them in the chest. It was the first time that the Haesung Law Firm personnel, including Yoonjae, had experienced such blatant disregard.

“…Gosh, what should I say.”

Jungyoon bared his teeth and laughed for a while as if it were truly amusing. The young successor did not hide his uncomfortable feelings even in front of the head of the group. He sat at the far left end of the table, but he displayed the attitude of someone sitting in the very center.

“I trust that Haesung Law Firm will take responsibility for this matter and restore it to its original state. It’s the last bit of faith I have left, so be mindful.”

The meeting ended in a heavy atmosphere. It could hardly be called a meeting. No clear solution to the issue had emerged, and Haesung had only repeated like a broken record that they would try their best. Unable to watch any longer, Jungyoon brought the meeting to a close.

Outside the conference room, Jungyoon leaned crookedly against the wall, waiting for someone.

Yoonjae, who had been sitting for a while after the meeting to organize her thoughts, came out with her documents. She walked past Jungyoon, who was standing in front of her. The people who had attended the meeting had already discreetly disappeared.

Jungyoon spoke to her.

“My dear sister, Yoonjae.”

His voice was cloyingly sweet.

“Yes, Mr. Vice President.”

But Yoonjae knew just how cold he could be right now. At her answer, Jungyyoon approached Yoonjae, put a gentle smile on his lips, and said.

“Ms. Lawyer Kim, let’s do a good job.”

Yoonjae stood there for a while with an exhausted face, and Jungyoon left first. Chief Koo and Secretary Lee followed behind him.

Inside the executive elevator heading to the 23rd floor where the Vice President’s office was located. Jungyoon, Chief Koo, and Secretary Lee were in that space.

Chief Koo and Secretary Lee, who had planned and practically executed this matter, kept their mouths firmly shut. They too could not know Jungyoon’s true inner thoughts for certain.

Jungyoon broke the silence and said in a pleasant voice.

“Chief Koo.”

“Yes, Mr. Vice President.”

“Start messing things up in earnest.”

“…To what extent.”

“To the extent that my sister kneels before me.”

The end of his sentence was even cheerful.

“…Yes, I understand.”

“Be gentle. Don’t break the kid’s pride too much.”

Chief Koo now understood Jungyoon’s true intentions to some extent. It meant to leave her with enough strength to recover, so although it was a gentle tone, it was not an order laced with consideration.

For Jungyoon, there was a need to break his beloved Yoonjae’s power. This kind of ordeal was also something that people who were close to Jungyoon inevitably had to go through.

He hadn’t been this busy much recently, but he was a bit busy today. It was because Chairman Kim had wasted Jungyoon’s time. After the Hanyoung Corporation meeting ended, Chairman Kim had called Jungyoon separately. It was for a countermeasure meeting, but the time he spent alone with Chairman Kim had become unusually long.

Chairman Kim had something he wanted to say to Jungyoon but couldn’t bring himself to spit it out and just dragged his feet for no reason. Jungyoon knew his intentions perfectly but did not bring it up first. He just let himself be held there as the chairman dragged his feet, and in the end, did not say the words Chairman Kim wanted to hear.

It became 10 P.M. Before leaving from the company parking lot, Jungyoon checked his phone messages in the car. There should be at least four missed messages. It had been four hours since the last daily report, so that was four daily messages Jaeri had to report every hour. But only two had come in.

For the past hour, I read 50 pages of a book. Title: Sherlock Holmes—The Sign of the Four

For the past hour, I ate and showered. I left a little bit of food. This much.

A picture of a bowl with about half of the food left.

Jungyoon immediately turned on the CCTV through his phone app. In the living room, Jaeri had spread out a blanket and fallen asleep on it. Maybe he forgot to send the messages because he was sleeping. Jaeri found it fun to spread a blanket in the living room and sleep, so these days he would often sleep like that and then clean it all up by the time Jungyoon returned.

Jungyoon started the car’s engine.

Inside the house, as he entered the living room, he saw Jaeri sleeping. He must have been cold, as he was lying with the blanket pulled up to his neck. He looked at Jaeri’s face from beside him. A tightly closed mouth, slightly flushed cheeks, long, dense eyelashes resting on them. As he watched, the scent of shower gel mixed with warmth wafted up.

He felt like something just like this had happened a few days ago.

Just like then, Jungyoon left Jaeri and went to shower and came out.

Just like then, Jaeri did not open his eyes even at the sound of Jungyoon’s presence.

Just like then, he stroked the sleeping child’s cheek, neatened his hair, and tapped his cute nose to wake him up.

Unlike then, Jaeri neither frowned nor opened his eyes.

Jungyoon put his arm around Jaeri’s shoulder and lifted him up. Jaeri’s neck couldn’t support his head and it lolled to the side with a flop.

Jungyoon’s eyes narrowed. He grabbed Jaeri’s wrist and shook it slightly, but Jaeri just swayed as Jungyoon shook him and still couldn’t open his eyes.

He felt as if his heart was being thinly sliced by a sharp knife. Jungyoon carefully laid Jaeri’s shoulder down and turned him onto his side. The light in Jungyoon’s eyes drained away at a rapid speed.

“Jaeri, Jaeri?”

He quickly placed his palm over Jaeri’s heart to check his pulse. Thump, thump, thump. A regular sound. At the same time, with his other hand, he checked the breathing under his nose. Inhale and exhale.

His pulse and breathing, there were no problems. Jungyoon’s hands were trembling.

“Wake up, Jaeri, baby.”

But why can’t he wake up. This has never happened before. Feeling that something was wrong, Jungyoon did not hesitate and immediately picked Jaeri up in his arms.

Jaeri’s body, held in his arms, leaned limply against Jungyoon, and his two arms fell down with a flop. His fallen arms dangled.

He made a call urgently.

“A limousine that someone can lie down in, now.”

He took only a box containing first aid medicine and medical tools and came out. He got into the car that was waiting right outside the house, quickly said, “The nearest emergency room,” and laid Jaeri down.

The driver, with a surprised face, departed in a hurry. Jungyoon undid a few buttons on Jaeri’s pajamas so they wouldn’t constrict his neck, and laid him on his side.

He checked the pupillary response first. He lifted an eyelid and shone a light on the unconscious pupil. The pupil constricted and dilated.

He inserted a thermometer into his armpit, fastened the cuff of a pulse and blood pressure monitor, and drew blood to drop onto a blood glucose meter.

There was no wasted motion in his swift movements. In order, the thermometer, the pulse and blood pressure monitor, and the blood glucose meter showed their readings. In the meantime, he frequently put his hand under Jaeri’s nose to check if his breathing was continuing normally.

Lastly, this time with severely trembling hands, he carefully removed his clothes and examined every nook and cranny of his body. He was checking for any bleeding.