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CH75 | DI
🕑 Added 2025-04-09 02:28:40 +0000 UTCWhile I stepped back, Pierce calmly continued the meeting.
“As you know, there are two ways to dismiss the current CEO. A resolution by the shareholders’ meeting and a resolution by the board of directors.”
There are two paths to ousting Whitmer from the CEO position.
Shareholders can directly vote on a dismissal proposal during the general meeting, or the board of directors can decide to dismiss the CEO on behalf of the shareholders.
In simple terms, it’s the difference between a direct and an indirect election.
“The resolution at the shareholders’ meeting is unlikely. The suddenness of this sale left no time to properly search for a successor.”
Even if shareholders are dissatisfied with Whitmer, dismissing him immediately is difficult.
If the CEO is removed without a succession plan, the stock price will plummet.
To minimize market turbulence, certain procedures must be followed.
This includes carefully selecting and thoroughly vetting a successor over time.
Such a process would take at least several months, making it improbable for a dismissal proposal to pass at the upcoming general meeting, less than two months away.
In other words, a direct election is not an option.
That leaves only one choice: an indirect election.
“They will focus all their efforts on a board resolution.”
In a board resolution, all twelve directors represent the shareholders to make decisions.
Currently, however, there is no one on the board supporting Whitmer’s dismissal.
The existing board unanimously approved the sale, which means they are all aligned with Whitmer.
“To remove the CEO through a board resolution, the board itself needs to be replaced. They must replace the current directors with individuals who support the CEO’s dismissal. Therefore, the sharks will prioritize proposing the dismissal of current directors and the appointment of new ones.”
The upcoming shareholders’ meeting is not about directly voting to dismiss the CEO.
Instead, its primary goal is to elect directors who will have the authority to remove the CEO.
“The sharks will emphasize the losses caused by this sale to inflame the shareholders’ anger. The estimated loss is around $100 million, and considering the opportunity cost from rising real estate values, the loss exceeds $300 million. They’ll portray Whitmer as an irresponsible and incompetent CEO responsible for these massive losses.”
Though I didn’t say a word, Whitmer’s thoughts were clear just from his expression.
He must feel unfairly accused—his decision, made after much deliberation for the company’s good, is now being used as grounds for dismissal.
“They will paint you as a reckless and imprudent CEO. They will also argue that the board failed to intervene when they should have, approving the sale unanimously instead. They’ll accuse the board of dereliction of duty, claiming their decisions were influenced by personal ties to the CEO or specific conflicts of interest. And once they reach this point, the sharks will call for the dismissal of these directors. Can the current directors provide a convincing explanation?”
“That will be difficult.”
“Exactly. Given the public setting, it will be hard for the directors to present valid managerial justifications.”
Of course.
No director would openly say at the shareholders’ meeting, “We’re selling brands predominantly associated with minorities because they are no longer profitable.”
“Failing to provide valid reasons will make the board appear derelict in their duties to the shareholders. Directors who fail to justify themselves will likely face dismissal. Considering the board unanimously approved the sale, it’s possible that all twelve positions will be replaced.”
“…”
“Afterward, the sharks will nominate their candidates for the board. No matter who the candidates are, they will likely be approved smoothly. To shareholders, any new director will seem better than those accused of dereliction of duty. The newly formed board will immediately begin searching for the next CEO and will likely replace Whitmer within six months to a year.”
If this scenario plays out, the current board will be swept out at the shareholders’ meeting two months from now.
Whitmer, at best, would survive for another year.
In the face of such a dire crisis, how will they protect their management rights?
Pierce’s solution was simple.
“We must nullify the vote itself.”
Since the outcome is unfavorable, they planned to block the election altogether.
“Is that even possible?”
“If there are no candidates, there’s no vote. We need to persuade the major shareholders.”
The right to nominate directors is granted only to major shareholders who hold at least 5% of the shares.
The proposal was to individually convince these shareholders not to nominate any candidates.
‘It’s not a bad plan, but…’
Coming from the future, I know one thing.
This strategy will fail.
The sharks will succeed in nominating twelve candidates to take control of the board, and eventually, CEO Whitmer will be dismissed.
Therefore, this time, things must not proceed according to Pierce’s plan.
To win, I must take control of the situation myself.
The problem is that I need to be granted the right to speak before I can voice my thoughts.
If Whitmer is swayed by Pierce’s strategy, I won’t even get the chance to explain my plan.
“Naturally, there must be a cost associated with such a deal.”
Thankfully, Whitmer’s expression darkened.
“Yes. There is something the sharks desire even more desperately than the CEO’s dismissal. If we offer it, they’ll willingly come to the table.”
“You’re not talking about the real estate, are you?”
“I am.”
The election cannot be nullified without paying a price.
In this case, the cost Whitmer has to bear is Epicura’s real estate.
“The reason the sharks targeted us in the first place is because of the real estate. Although the real estate of Harbor Lobster has already been sold, the properties of Toscana Garden remain. If we separate that and create a REIT, the negotiations will proceed much more smoothly.”
“That’s not an option.”
However, Whitmer drew a firm line.
“There’s a reason we own the real estate ourselves. It’s the only way to minimize volatility when adjusting the number of stores.”
Epicura directly owns the real estate of all its locations.
Thanks to this, the company was able to achieve stable growth even amidst the financial crisis.
In a way, this is one of Whitmer’s greatest accomplishments.
Now asking him to separate the real estate is akin to tearing down the pinnacle of his achievements with his own hands.
“Isn’t preserving your position the top priority right now?”
“I can’t afford to win the battle but lose the war. What I want isn’t mere survival but the restoration of Epicura.”
“If you don’t agree to negotiate the real estate, it will be nearly impossible to even open a dialogue.”
For a while, the disagreement persisted.
Whitmer was adamantly opposed to separating the real estate, but Pierce also refused to budge from his stance.
“If we let go of the real estate now, we can shake off the sharks. Once they’re gone, we can safely restructure and then buy back the real estate later.”
“Propose an alternative strategy, and I’ll consider it.”
“There is no other method.”
“… …”
In my previous life, Whitmer would have been persuaded by Pierce at some point.
Well, there weren’t any other options back then.
But this life is different.
Sure enough, Whitmer’s gaze shifted.
He looked at me, standing behind Pierce.
“What’s your opinion?”
Whitmer likely didn’t expect me to have an extraordinary answer.
Caught between desperately wanting to protect the real estate and having only one unappealing option, he saw the genius newcomer who had identified the ticking bomb with just a few clues standing before him.
It was worth asking for my opinion, at least.
It doesn’t matter how much he trusts me.
What’s important is that I’ve been given the right to speak.
“May I share my opinion?”
“… …”
I first looked at Pierce and sought his permission.
Pierce stared at me for a moment but then nodded.
I walked back to the front of the meeting room, looked at the two alternately, and began speaking.
“I’d like to suggest a direct confrontation rather than negotiation. Appeal to the shareholders to retain the current board of directors.”
A brief silence filled the air.
It was a proposal that was difficult to understand at first glance.
“Are you suggesting we prepare for a vote from the outset?”
“Yes.”
Pierce and Whitmer’s faces stiffened simultaneously.
The odds in this election are overwhelmingly against Whitmer.
That’s why Pierce had just proposed avoiding the election entirely, and now here I am advocating for a direct breakthrough?
“We have no chance of winning.”
“The current board ignored shareholder opposition, approved a sale at a bargain price, and caused a massive $300 million loss. There’s no way the shareholders will forgive such a board.”
Both of them fired back, but I spoke with confidence.
“That’s not true. They will forgive you—if we craft the right strategy.”
At times like this, it’s all about winning the hearts of the stakeholders.
I looked Whitmer straight in the eye and began.
“Not only will the shareholders accept this loss, but they’ll also fully support any future challenges you undertake.”
Still, Whitmer didn’t seem convinced.
Well, it’s only natural.
Even though I might seem sharp, I’m still just a rookie.
“That’s impossible. Shareholders never tolerate principal losses. Even if it was an unavoidable choice for the future…”
“No, there’s a way to ensure that the shareholders forgive the current board.”
At this point, I offered a sage-like smile, one befitting an Eastern philosopher.
“There’s one addictive game that people can’t let go of, even when they suffer losses. You just need to leverage that psychology.”
As they say, sages communicate through riddles.
After tossing out a riddle, I immediately revealed the answer.
“Betting.”
***
“Betting.”
The moment Pierce heard the word “betting,” his mouth went dry.
The memories of risky bets involving Ha Si-heon resurfaced in his mind.
Ha Si-heon had already made two reckless gambles within Goldman.
In the first incident, he stirred the company by betting his salary, ultimately causing the worst internal strife in Goldman’s history and wiping out over ten MDs in one sweep.
In the second, he displayed sheer madness by going all-in with a staggering $26.8 million on a single stock, turning all of Goldman into a frenzied casino.
Now, he was uttering “betting” for the third time.
Not within Goldman this time, but outside.
He was proposing to gamble in front of a pack of bloodthirsty sharks and enraged shareholders.
‘This cannot happen.’
Pierce’s instincts blared a warning in his mind.
He felt a surge of impulse to immediately order Ha Si-heon to step back, but Pierce barely managed to suppress it.
That would be a response driven by emotion.
And Pierce’s philosophy was that all emotional decisions lead to regret.
Now, more than ever, cold rationality was needed.
“A direct confrontation, huh…”
For some reason, the rookie was intent on pushing for an election, but the only possible outcome was defeat.
It had to be stopped at all costs.
“Betting? What exactly do you mean by that?”
Meanwhile, Whitmer was already showing significant interest.
Even if Pierce stopped Ha Si-heon now, Whitmer would likely urge him to continue.
If that happened, the discussion would eventually flow into a dialogue solely between Whitmer and Ha Si-heon, naturally sidelining Pierce.
Thus, there was only one thing Pierce could do.
“Start from the beginning and explain in detail.”
With as much calm and objectivity as possible, he needed to fundamentally dismantle Ha Si-heon’s logic.
Only then would Whitmer take his advice seriously.
Ha Si-heon, with his characteristic eloquence, would captivate Whitmer and push through his proposal.
In response, Pierce was determined to make it clear to Whitmer just how absurd and dangerous this plan was.
He had to prevent this third gamble at all costs.
No matter what.
