"Next is Proposal Number Six. Erm... this is a shareholder proposal."
A faint murmur rippled through the room.
A shareholder proposal?
That hadn't been on the agenda in the video I watched in the car. In fact, the shareholder meeting in that video didn't have nearly this many resolutions to vote on.
"These are the candidates for the board of directors proposed by the Suzuki Fund."
The names of several more candidates appeared on the slide.
Directors proposed by the Suzuki Fund? Not by Taiyo Construction?
"Now then, allow me to explain. Listen while you read through these materials."
Takuma-san handed me a stack of documents as he spoke.
"The current conflict centers on the appointment of directors. The two opposing sides are Taiyo Construction and the Suzuki Fund."
The Suzuki Fund. That was the name the chairman had just mentioned.
"As a shareholder of Taiyo Construction, the Suzuki Fund has long proposed various reforms, such as the launching of new business ventures. However, Taiyo Construction has consistently rejected those proposals."
I nodded, prompting him to continue.
"The Suzuki Fund didn't give up; they even proposed a TOB, but those negotiations failed to gain traction. Eventually, having lost patience, the Suzuki Fund announced they would make a shareholder proposal for a new slate of director candidates. This resolution is the result of that move."
"...In other words, the Suzuki Fund is challenging the candidates put forward by Taiyo Construction and trying to get their own hand-picked team elected instead?"
"Exactly. It's a battle for control of the board."
I recalled the typical shareholder meeting I had seen in the car. Normally, the only candidates presented are those prepared by the company itself. The shareholders simply vote on whether those individuals are suitable or unsuitable.
But this time, the Suzuki Fund was presenting an entirely different slate. The shareholders had to choose between the two camps.
"...Wait, if the majority of the Suzuki Fund's candidates are approved, what happens to Taiyo Construction?"
At my question, Takuma-san wore a wicked smile.
"What do you think will happen?"
What do I think? If that happens, a majority of the board of directors—the company's primary decision-making body—would be people from the Suzuki Fund. That would mean Taiyo Construction would...
"...The company would be taken over?"
"Correct."
Takuma-san narrowed his eyes as he looked at the chairman. The man's complexion was as sickly as ever, and he was dripping with cold sweat. It was no wonder. Faced with the possibility of his company being hijacked, anyone would be a nervous wreck.
"By the way, the voting is already finished. All that's left is to wait for the announcement of the results."
"...Could those be the papers you turned in at the reception earlier, Takuma-san?"
"Yes. That's the moment shareholders can exercise their voting rights. Those who don't attend the meeting in person usually do it via mail or the internet."
I finally understood what Takuma-san meant when he said at the reception that those papers were essentially ballots.
"Itsuki-kun, which side do you think will win?"
I considered his question for a moment before answering.
"...Taiyo Construction, maybe?"
"And why do you think that?"
"Well, suddenly putting outside people in charge of the board seems risky. I'd imagine other shareholders would feel the same way."
"Yes, yes. Good."
It seemed I had given the correct answer, or at least something close to it. Takuma-san nodded with satisfaction.
The Suzuki Fund’s strategy was simple. They wanted to reform Taiyo Construction as they saw fit, so they were insisting on installing their own officers on the board. To me, it felt high-handed. It brought back the same feeling I had when Suminoe-san tried to buy out Tomonari Gift. It was a method of using the sheer power of money to force another party into submission.
"As you say, Itsuki-kun, it's normally rare for directors proposed by a shareholder to be adopted. However, the Suzuki Fund is likely well aware of that."
If they knew that and were still moving forward with the proposal...
"...Then the Suzuki Fund must have some kind of winning move, right?"
Takuma-san nodded.
"Take a look at page seventeen. It lists the profiles of the candidates proposed by the Suzuki Fund."
I flipped through the pages as instructed. When I saw the profiles of the candidates on the fund’s side, I was stunned.
"What on earth...? These are all industry titans."
"That would be their winning move."
Names from companies that every person in Japan would recognize. It was a lineup that looked like they had headhunted top executives from across the corporate world. To be able to assemble a team like this... just who were the people behind the Suzuki Fund?
"Erm... the results of the vote are in. For Proposal Number Two, seven directors have been approved."
The chairman announced the results in a halting voice. His cold sweat showed no signs of stopping.
"For Proposal Number Six... eight directors have been approved."
Seven for the company, versus eight for the shareholder.
In other words—
"The Suzuki Fund... they won."
"The other shareholders must have felt the Suzuki Fund's conviction. They likely felt that if the fund was this serious, they wanted to give them a chance."
The venue suddenly erupted into a cacophony of voices. Ignoring the surrounding buzz, I tried to analyze the situation calmly once more.
"Does this mean, perhaps..."
Securing a majority of the votes and taking over the company. I recognized this pattern. As if seeing through my realization, Takuma-san smiled faintly.
"Yes. It's an acquisition."
Just as I thought. The details were complex, but the act itself was simply a takeover.
"I think you understood from this meeting, Itsuki-kun, but company policy is essentially decided by the votes of the shareholders. Usually, one hundred shares equals one vote, so influence changes depending on the ownership ratio."
A person with a hundred shares casts one vote, while someone with a thousand shares casts ten. The more money someone invests in the company, the stronger their influence. In other words, those who shoulder the most risk are given the strongest voice. When you think about it that way, business is fair. There might be fewer truly unreasonable things in this world than I had imagined.
"The same applies to TOBs, but the ultimate goal of an M&A is to win this vote. Possessing a majority of the target company's shares means you can absolutely win any vote."
Certainly, if you've secured a majority of the votes in advance, any resolution will go exactly as you wish. So that's how the mechanics of M&A work. It was a topic I had encountered many times in the Management Game, but I hadn't grasped the real-world flow of it until now.
"In the Management Game, it's hard to get a real sense of what's happening, isn't it? In the simulation, once you acquire a majority of shares, the target automatically becomes a subsidiary."
That was true. That's why I had assumed no further study was necessary. In reality, the company's direction pivots in a room exactly like this.
"...But this acquisition isn't exactly standard, is it?"
"No. It's an exception among exceptions. The Suzuki Fund only owns thirty percent of Taiyo Construction's shares. Despite that, they managed to pull off an acquisition by winning over the other shareholders."
It wasn't just a trade of shares. By presenting a superior reform plan and an incredible roster of human resources, the Suzuki Fund had managed to decapitate the existing leadership of Taiyo Construction and install their own.
So a takeover like this was possible. The reason the other shareholders were in such an uproar was likely because this was such an unprecedented event.
"Well then... with this, I declare this Ordinary General Meeting of Shareholders closed."
The meeting ended. The chairman's face was ashen. I couldn't help but feel a twinge of sympathy for him.
"Is this a historic moment, perhaps?"
"Hmm, I wonder. It'll certainly make the news."
It felt like I had witnessed something extraordinary. However, one question remained.
"...How did you know it would turn out like this, Takuma-san?"
Takuma-san seemed to have expected this result from the very beginning. That was presumably why he had gone out of his way to bring me here. In the first place, what was Takuma-san's role in all of this?
"I'll explain everything in order."
Takuma-san looked at me with amusement as I grappled with my doubts.
"There were three things I wanted you to learn today, Itsuki-kun. The first was to feel the mechanism of an acquisition firsthand. The second was to properly recognize the existence of 'shareholders.'"
"Shareholders?"
As I tilted my head, not quite catching his meaning, Takuma-san nodded.
"You have a talent for seeing what's behind the data. You're vaguely aware of that yourself, aren't you?"
He asked with such certainty that I could only give a small nod. I was somewhat aware that I was good at reading the intentions of business partners, and Takuma-san was likely referring to that.
"But it's not enough yet. You can expand that sensation further. From now on, try looking at the faces of the shareholders, not just the faces of the management."
The moment he said that, I felt a sense of clarity expand in my mind. I recalled the face of the president of Taiyo Construction, who had served as chairman, and the faces of the shareholders who had stirred upon hearing the results. I replayed their reactions in my head.
"It's a matter of intuition, so you don't need to master it right away. If you study more, eventually—"
"...No."
I shook my head, cutting off Takuma-san's words.
"...It's fine. I think I understand what you mean, somehow."
Takuma-san's eyes widened. But he immediately smiled.
"I was right to make you my disciple after all."
Takuma-san nodded with satisfaction.
"Now then, for the final, third point. This will also serve as the answer to your question—"
"Hey there, Takuma-san! So this is where you were!"
As we stepped into the lobby, a man called out from behind us. I remembered him sitting near the front during the meeting. He was well-built and had an air of importance, looking very sharp in his Italian suit.
As I wondered who he was, Takuma-san introduced him.
"Let me introduce you. This is Suzuki-san, the representative of the Suzuki Fund."
"The rep—!?"
I was so surprised I choked on the word. Why was he introducing such a high-profile figure so suddenly?
"I-I'm Itsuki Tomonari. Thank you for allowing me to observe the meeting today."
"Oh, so you're Tomonari-kun! I've heard about you from Takuma-san. He mentioned you were his prized protégé."
Prized protégé... was I? Well, given the extraordinary experience I was having, I couldn't exactly deny it.
"Um, what is your relationship with Takuma-san, Suzuki-san?"
Suzuki-san glanced at Takuma-san, asking with his eyes if it was okay to answer. Takuma-san gave a nod and answered for himself.
"Those outside directors proposed by the Suzuki Fund? I was the one who introduced every single one of them."
"............................................................Huh?"
Those candidates who were all industry titans? That powerhouse lineup? Takuma-san had assembled them all by himself?
"Man, Takuma-san really did us a solid. It's all thanks to you."
"You're being too modest. It was only possible because of your capital, Suzuki-san, and your passion for reforming Taiyo Construction."
"Hahaha, I'm glad you think so. However, it's also true that two of our candidates were rejected. Ideally, I wanted the whole slate approved, but things rarely go exactly as planned."
"The two who were rejected were too close to you personally. I told you, didn't I? Independence is vital for outside directors. The advisory firms targeted that exact weakness."
"Just as you say. It's frustrating, as those two were also very motivated."
Suzuki-san sighed with a regretful look. It seemed Takuma-san really had been the one pulling the strings behind the scenes. That's why he could predict the outcome of the meeting so accurately. I knew Takuma-san was an incredible person, but today was the first time I had witnessed the sheer scale of his work firsthand.
"By the way, Itsuki-kun. If you were the president of Taiyo Construction, how would you have countered this move?"
"Eh..."
Takuma-san had suddenly tossed a difficult question my way. I couldn't think of a counter-strategy on the spot; it felt like a total curveball. But then I noticed Suzuki-san was watching me with genuine interest. In that moment, I swallowed my hesitation and focused.
Think.
This moment was incredibly precious. I had just witnessed an unprecedented shareholder meeting, and now the two key figures behind it were standing in front of me, waiting for my answer. A situation this valuable might never come again. I had to learn everything I could.
"............How about issuing Golden Shares?"
"Oh?"
When I finally voiced the answer I had managed to pull together, Suzuki-san let out a soft exclamation. To put it simply, Golden Shares are stocks that hold veto power. If a shareholder holds such shares, they can potentially overturn the resolutions of a shareholder meeting. If someone on Taiyo Construction's side had held Golden Shares, they might have been able to void the results of the director appointments.
"If you're going to issue Golden Shares, there's a prerequisite you have to meet first."
Takuma-san watched me, his eyes testing me. I met his gaze directly.
"You'd have to take the company private. Taiyo Construction is listed on the TSE Prime, and the Tokyo Stock Exchange doesn't generally permit the issuance of Golden Shares."
Golden Shares are essentially a "nuclear option" because of their overwhelming power. However, because that power can undermine the principle of shareholder equality in the Companies Act, the TSE basically prohibits them. To put it plainly, the TSE considers them unhealthy because they make it difficult for other shareholders to participate in management. Therefore, to issue them, a company must go private—delisting itself to be free from the TSE's constraints.
"Hmm, you've certainly done your homework."
Suzuki-san looked impressed.
"Takuma-san, he's a student at Kikou Academy, right? Does the Management Game actually cover all of this?"
"No, this is just something he's been researching on his own."
"I see. He truly is Takuma-san's protégé."
Suzuki-san stared at me as if he were looking at a fascinating new specimen. I was glad I had looked beyond the boundaries of the simulation. If I had been obsessed only with winning the game, I never would have acquired this kind of knowledge.
"Oops, I'm out of time. If you'll excuse me."
Suzuki-san checked his wristwatch and turned to leave.
"Takuma-san, let's get together for drinks again soon! My treat, of course!"
"Thank you very much."
Takuma-san bowed.
"Itsuki-kun, I'll see you again somewhere!"
"...Again?"
When I reflexively asked, Suzuki-san gave me a puzzled look.
"With your level of study? You'll be joining this world eventually, won't you?"
For a second, I was stunned. But I immediately took a breath and—
"—Yes!!"
I replied with a loud, firm voice, and Suzuki-san walked away with a laugh. Neither I nor Takuma-san moved until he had vanished from sight.
"We were still in the middle of our conversation, weren't we?"
Once Suzuki-san was gone, Takuma-san spoke again.
"There were three things I wanted you to understand, Itsuki-kun. The first was the atmosphere of an acquisition. The second was the reality of shareholders. And the third is my job."
Takuma-san's... job? Come to think of it, I didn't actually know what his official title was.
"I think you've realized it by now, but my job is to support business managers. To become, so to speak, the manager's right-hand man. I identify a company's challenges, propose solutions, and if necessary, I execute them."
Indeed, Takuma-san had been the one to recruit the personnel for this takeover. It clearly wasn't a simple job of just providing ideas.
"It's a profession that demands a wealth of knowledge and experience, combined with a high degree of mobility. It's a role that rarely steps into the spotlight, preferring to remain behind the scenes. But because of the freedom and the weight of the decisions involved, one can also become the puppet master who controls the world of business."
Pulling the strings behind the Suzuki Fund, Takuma-san was unmistakably a puppet master. A stagehand and a mastermind. A manager's right-hand man and a ruler of business.
"The world calls this profession—a consultant."
Takuma-san looked me straight in the eye.
"Itsuki-kun. This is what you should aim to be."
After my field trip with Takuma-san and our return to the Konohana family manor.
Having finished my work for the day on the Management Game, I was in my room reflecting on everything I had experienced. Outside, it had grown dark. As I was closing the curtains, there was a knock on my door.
"Excuse me."
Ms. Shizune entered the room.
"I've brought you some tea."
"...Thank you."
It was an herbal tea, and the fragrance cleared my head as I took a sip. I appreciated the gesture; when I wanted to think clearly, something refreshing suited my mood better than anything sweet.
"Ms. Shizune. Do you think I'm suited to be a consultant?"
"I do."
She affirmed it without a moment's hesitation. I hadn't expected her to agree so readily, which caught me off guard.
"Do you remember? You were once on the verge of being dismissed as a caretaker, Itsuki-san."
"...Yes. Back at the beginning of the first semester."
It was when Hinako had met with the executives of a shipbuilding company and had committed an etiquette violation because of my influence. I had been prepared to be fired to take responsibility.
"At that time, the reason you were able to continue as a caretaker was because Lord Kagen evaluated your personal network. Your ability to forge bonds with people is a certain strength."
"Bonds, huh..."
"Furthermore, I've heard that you're leading various people's M&As to success in the Management Game. That is unmistakably the talent of a consultant."
She was probably talking about when I helped Tennoji-san choose a partner. I hadn't expected such a direct compliment on my talent, and I gave a strained smile to hide my embarrassment.
"Where did you hear about that?"
"The Young Lady mentioned it. She said that lately, Itsuki-san has been walking around with a permanent smirk because the girls in his class have been talking to him so often."
"That's a misunderstanding."
It seemed she had heard that along with the business news.
"You must not trouble the Young Lady too much, you know?"
"...I'll do my best."
Lately, if anything, she had been the one troubling me. Like that incident in the bath. She was definitely being a bit too influenced by shojo manga.
"Do you have some resistance to the idea of becoming a consultant?"
"It's not exactly resistance... I just always assumed I would go into an IT-related field. I suppose I'm just a bit shaken..."
"Then how about becoming an IT consultant?"
An IT consultant?
"There are many specializations within the field. You could choose to become a consultant with a strong focus on IT."
"...I see."
"Though, with your breadth of vision, Itsuki-san, I imagine you could work in many different fields."
Ms. Shizune seemed to think that specializing only in IT would be a waste. While focusing on IT would make my future easier to visualize, that would just be me taking the easy path. Just because I was relatively good at IT didn't mean I should stop broadening my horizons.
"What kind of consultant is Takuma-san?"
"He is what one would call a strategic consultant, but he is the type of man who refuses to be bound by any framework."
He seemed like a difficult role model to follow. But looking at it another way, there was a path for consultants who aren't bound by traditional rules. Takuma-san seemed certain I would choose this path, but the final decision was mine. I could still choose to forge ahead in pure IT.
However, I recalled the events of the day. After the meeting, I had presented my own ideas for Taiyo Construction’s survival to Takuma-san and Suzuki-san.
It worked.
The knowledge I had gained from my desperate studying actually held up in front of those two. That realization filled me with a sense of accomplishment. My studies were applicable even in the professional world of consultants. Having felt that tangible response, I was now genuinely intrigued by the field.
Besides, Takuma-san had called a consultant a manager's right-hand man. If I were in that position, then...
I might be able to support Hinako.
Tennoji-san, Narika, Asahi-san, and Taisho, too. I could stand beside the people who had helped me and become a source of strength for them. That felt like a more powerful motivation than anything else.
"This is not necessarily an endorsement of Takuma-sama's views," Ms. Shizune prefaced. "But I occasionally think... perhaps my family's company would not have failed if there had been a superior consultant to guide them."
At the end of summer vacation, Ms. Shizune had told me about her past. Her family had owned a clothing company that had been around since the Meiji era and was even listed on the stock exchange. However, they couldn't keep up with the burst of the bubble and the changing times, eventually going bankrupt.
I see. A consultant’s role is to support the manager. If I became a consultant, I could save companies like that. It was a compelling thought.
Having entered Kikou Academy and witnessed the heavy burdens borne by Hinako and the others from elite families, I had felt that the most I could do was alleviate some of their stress. I didn't own a company. I didn't have capital. No matter what ideals I held, once I graduated and became a normal citizen, I would have no backing to help them directly.
But as a consultant, I could do exactly that. I could help them using nothing but my own skills. And it was likely the fastest way to reach that goal...
"...I'll do it."
I voiced the determination that had taken root in my heart.
"I'm going to aim to be a consultant."