NABC Chapter 29 Closed-Loop Procedures
Chapter 29 Closed-Loop Procedures
[World line converging - bifurcation two selected]
[The 10 yen cash reward has been deposited into my bank account.]
Current bank account balance: ¥653,200
After a long time, Seiji Shiraishi finally let go.
Takao Shiraishi lowered his head, his eyes red, as if he had cried out all the things that had been bottled up in his heart over the years.
But Chihaya Yuri didn't let the warmth linger for long.
She closed the folder in her hand, her voice calm as she spoke:
"President Shiraishi, Mr. Takao Shiraishi, signing this is only the first step."
Seiji Shiraishi immediately snapped out of his daze.
"Yes."
Chihaya Yuri looked at Shiraishi Takao:
"Did you bring the 30 million yen loan agreement for the Kansai urban development project?"
Takao Shiraishi hesitated for two seconds and said in a low voice:
"In the car."
He stood up and went out.
Ten minutes later, when Takao Shiraishi returned, he was carrying a brown file folder.
Chihaya Yuri put on thin white gloves and took out the contract inside.
The first page.
Monetary consumption loan agreement
Borrower: Takao Shiraishi.
Lender: Kansai Urban Development Co., Ltd.
Loan amount: 30 million yen.
Purpose: Short-term working capital.
Annual interest rate: 9.8%.
Expiry date: April 30, 3rd year of Heisei.
At first glance, it appears to be a typical short-term loan agreement.
But when she turned to the third page, Chihaya Yuri's gaze stopped, and she slowly read aloud:
"Special Agreement, Article 1:"
"If the borrower is unable to repay the principal and interest of this loan by the due date, the lender has the right to require the borrower to transfer all of its shares in Shiraishi Refrigeration Co., Ltd. to the lender or a third party designated by the lender."
"Special Agreement Article 2:"
"The share transfer price is set at 340 million yen, and the principal of this loan of 30 million yen is considered as part of the prepayment."
"Special Agreement Article 3:"
"During the term of this Agreement, the Borrower shall not transfer, pledge, create security for, or otherwise dispose of the aforementioned shares to any third party without the Lender’s written consent."
"In case of violation, a penalty of 80 million yen shall be paid to the lender."
Seiji Shiraishi's face gradually turned ashen.
Chihaya Yuri continues flipping through the pages.
There is also a separate attachment.
Letter of Appointment for the Exercise of Resolution Power
Appointed by: Takao Shiraishi.
The appointee column is empty.
However, next to the blank space, Shiraishi Takao's seal had already been stamped.
Kiryu Yaya glanced at it and couldn't help but curse inwardly.
Kuroda really did loop the rope around Shiraishi Takao's neck, one loop after another.
Loans, purchase reservations, penalties for breach of contract, and delegation of decision-making power.
All four pieces are complete.
Masakazu Yamada asked in a deep voice:
"Mr. Takao Shiraishi, has Shuichi Kuroda obtained the original of this blank letter of appointment?"
Takao Shiraishi nodded with difficulty.
"The original is with him. This is a copy."
Seiji Shiraishi suddenly closed his eyes, as if he had been punched in the chest.
Chihaya Yuri is not emotional.
She turned to the last page of the contract.
Then, her gaze stopped.
Kiryu Yaya followed her gaze.
Special Agreement Article 7:
The borrower may prepay the principal of this loan and the interest up to the date of repayment by April 26, 2014. Upon completion of the prepayment, Articles 1 to 4 of the Special Provisions under this Agreement shall automatically become invalid, and the lender shall return the original power of attorney for exercising the right of resolution.
There was a moment of silence in the conference room.
Chihaya Yuri raised her head.
"There's still a window."
Everyone breathed a sigh of relief.
Masakazu Yamada made a decisive decision:
"We will finalize the formal complaint tonight, and the branch manager will make the decision tomorrow morning. Tomorrow afternoon, we will contact Osaka Credit Suisse, Daiwa Securities Group financing companies, Kansai Urban Development, and the Judicial Scrivener."
He looked at Chihaya Yuri.
"Chihaya, rewrite all the execution conditions tonight. Add Kuroda's contract in."
"clear."
"Kiryu."
"Yes."
"Make a new version of the timeline by working backwards. April 26th is the absolute deadline."
"clear."
Masakazu Yamada then looked at the Shiraishi brothers.
"President Shiraishi, Mr. Shiraishi Takao, from this moment on, no one is to contact Kuroda Shuichi privately."
Takao Shiraishi raised his head, his voice hoarse:
"What if he comes looking for me?"
Masakazu Yamada said coldly:
"Have him go to Mitsubishi Bank."
Shiraishi Takao was stunned.
Masakazu Yamada closed the contract.
"Now that we've decided to take on this case, we won't let our client be dragged away during the execution process."
This statement was not gentle.
But when Seiji Shiraishi heard this, his eyes reddened again.
He bowed deeply:
"Please help me, everyone."
……
That night, the lights in the financing review class stayed on very late.
8 PM.
Chihaya Yuri rewrote the execution conditions in the formal petition.
Nine o'clock in the evening.
Kiryu Yaya posted the new timeline on the whiteboard in the meeting room.
On April 23, 1964, the branch manager made a decision.
On April 24, it was confirmed that the cancellation of the mortgage right of Osaka Credit Cooperative, the amount of the pledge released by Daiwa Securities-affiliated financing companies, and the amount of early repayment by Kansai Urban Development were all confirmed.
On April 25, the transfer of funds, release of pledge, recognition of share transfer, change of owner's name, and application for new registration of mortgage rights were completed.
April 26th, as a backup window.
April 29th, a holiday.
May 2nd, the final deadline.
Kiryu Yaya took a red pen and drew a circle on April 25th.
"The actual implementation date must be the 25th."
"The 26th is the deadline for early settlement of the Kuroda contract. Any procedural error will result in the loss of time to rectify the situation."
"Therefore, the main implementation must be completed by the 25th, and the 26th can only serve as a window for registration correction and handling of unexpected events."
Chihaya Yuri looked at the whiteboard and nodded.
"Write it in the petition."
"Yes."
It's 10:30 p.m.
Masakazu Yamada returned with the legal representative's phone record.
"Our legal department has issued its preliminary opinion. Although Kuroda's contract is egregious, the early repayment clause is valid. As long as the principal and interest are paid by 3 PM on the 26th, the purchase reservation and the delegation of the right to decide can be terminated."
Kiryu Yaya nodded:
"That would be perfect."
……
April 23, 8:50 a.m.
The formal petition was placed on the desk of branch manager Takahiro Matsumoto.
Matsumoto Takahiro read through the pages one by one.
He read very slowly.
In the office, Masakazu Yamada, Yuri Chihaya, and Yaya Kiryu stood in front of the desk.
No one urged them.
9:25.
Takahiro Matsumoto finally turned to the last page.
His pen stopped above the decision column.
The pen fell.
A sharp and neat signature appeared in the decision column.
Takahiro Matsumoto.
The financing deal for Whitestone Refrigeration has been officially approved.
……
April 25th, 9:00 AM.
Meeting room 3 on the fifth floor of Mitsubishi Bank Osaka branch.
The conference room was packed with people that day.
Seiji Shiraishi, Takao Shiraishi, Ayako Shiraishi.
Head of a financing company affiliated with Daiwa Securities.
The role of Osaka Shinkin Bank.
White Stone Refrigeration's Judicial Scribe.
Mitsubishi Bank appointed legal scrivener.
Masakazu Yamada, Yuri Chihaya, and Kiryu are the same.
Each person had a thick stack of documents in front of them.
Seals, seal certificates, register transcripts, repayment confirmations, pledge release documents, mortgage cancellation documents, mortgage creation documents, board resolutions, and applications for changes to the company owner register.
Kiryu Yaya looked at the documents on the desktop and suddenly had the illusion of a project's loan disbursement date from a past life.
These days are always like fighting a war.
9:15.
Osaka Credit Union confirmed the repayment amount of 90 million yen and the data on the erasure of the mortgage.
9:40.
Daiwa Securities, a financing company, confirmed the amount of short-term financing to be repaid for Takao Shiraishi and issued a commitment to release the share pledge.
Ten past ten.
The board of directors of Shiraishi Refrigeration approved the share transfer.
Ten thirty-five.
Seiji Shiraishi and Takao Shiraishi reaffirmed the share transfer agreement.
It's exactly 11 o'clock.
The Kansai urban development team has arrived.
It was Shuichi Kuroda himself who arrived.
He was wearing a dark gray suit, and his face still wore that businesslike smile.
But that smile was much colder than the one I saw in the conference room at the Dojima Cold Storage last time.
Shuichi Kuroda walked into the conference room, saw the table full of documents, and chuckled.
"It seems Mitsubishi Bank is very well prepared."
No one responded to his greeting.
Chihaya Yuri pushed the copy of the Kuroda contract to the center of the table.
"Mr. Kuroda, according to Article 7 of the money consumption loan agreement signed between your company and Mr. Shiraishi Takao, Mr. Shiraishi Takao has the right to repay the loan in advance before April 26, Heisei 3.
"The amount repaid this time includes the principal of 30 million yen and interest up to today."
"The funds will be transferred after confirmation in your designated account."
Shuichi Kuroda looked at her, his smile unchanged.
"Chihaya, is Mr. Shiraishi Takao truly volunteering?"
Shuichi Kuroda turned to look at him, his voice as gentle as an old friend's:
"Mr. Takao, it's not too late to back out now. The condition of 340 million is still valid."
Takao Shiraishi's fingers trembled slightly.
Seiji Shiraishi looked at him but didn't say anything.
This is a choice that Takao Shiraishi must make himself.
Kiryu Yaya also looked at Shiraishi Takao.
All eyes in the conference room were on this man.
Takao Shiraishi lowered his head and remained silent for a few seconds.
Then, he raised his head, first looking at Kiryu Yaya, and then at Kuroda Shuichi.
"Mr. Kuroda."
"Um?"
"Thank you for lending me 30 million before."
Takao Shiraishi's voice was hoarse, but much more stable than before.
"But I won't sell you Whitestone Refrigeration."
The smile on Kuroda Shuichi's face finally faded a little.
Are you sure?
"Sure."
Takao Shiraishi said:
"I've already lost once, and I don't want to lose a second time."
Shuichi Kuroda stared at him for a few seconds, then looked at Yaya Kiryu, seemingly realizing that he was the key person in the case.
Kiryu Yaya calmly met his gaze.
Then Kuroda Shuichi chuckled softly.
"A newcomer to Mitsubishi? Interesting, I'll remember you."
Kiryu Yaya did not respond to his provocation, but simply said:
"Mr. Kuroda, please take a look at the settlement confirmation."
Shuichi Kuroda glanced down at the settlement confirmation form.
Mitsubishi Bank's legal opinion, judicial scrivener's opinion, excerpt from Article 7 of the contract, and fund transfer details were all prepared.
He could, of course, refuse to sign.
But the cost of doing so is that it pushes the matter from commercial negotiations into a legal dispute.
The person sitting opposite him was not Seiji Shiraishi, the president of a small or medium-sized enterprise.
It's Mitsubishi Bank.
Shuichi Kuroda picked up his pen.
signature.
stamp.
Then he pushed the payment confirmation back, stood up, and his gaze fell on Kiryu Yaya again, a smile appearing on his face:
"Kiryu-kun, we'll meet again."
Kiryu Yaya bowed slightly.
"Thank you for your kindness."
Shuichi Kuroda turned and left.
The moment the conference room door closed, Ayako Shiraishi finally let out a long sigh of relief.
But Chihaya Yuri did not slack off.
"continue."
11:45.
Mitsubishi Bank fund transfer.
The Osaka Credit Union has completed the repayment of 90 million yen.
The debt settlement of the financing companies affiliated with Daiwa Securities has been completed.
The principal of 30 million yen and related expenses for the Kansai Urban Development Project have been fully repaid.
Ten past twelve.
Daiwa Securities, a financing company, issued a letter of release of pledge.
12:30.
The change of owner's name in the Baishi Refrigeration Plant register has been completed.
Seiji Shiraishi's shareholding ratio increased from 38% to 66%.
Takao Shiraishi has been removed from the list of shareholders.
1:40 PM.
The judicial scrivener went to the Legal Affairs Bureau to submit an application for the cancellation of the original right of registration and the establishment of a new registration.
3:20 PM.
The call was made back to the Osaka branch of Mitsubishi Bank.
"The registration application has been accepted."
Chihaya Yuri hung up the phone.
She looked at everyone in the conference room and calmly announced:
"Closed-loop procedures"
At that moment, Seiji Shiraishi seemed to relax completely.
He stood up and bowed deeply to Masakazu Yamada, Yuri Chihaya, and Yaya Kiryu.
"Thanks."
Ayako Shiraishi also bowed.
Thank you everyone.
Takao Shiraishi stood to the side, remained silent for a few seconds, and then lowered his head.
"Thanks."
Masakazu Yamada waved his hand.
"I'll express my gratitude later. President Shiraishi, corporate financing is debt, and loans obtained through personal equity financing are also debt."
"Mitsubishi Bank helped Shiraishi Refrigeration protect the Dojima Cold Storage today, but Shiraishi Refrigeration must now prove with its operating results that this judgment was correct."
Seiji Shiraishi raised his head and nodded vigorously.
"I see."
Masakazu Yamada said:
"If Shiraishi Refrigeration runs into operational problems, the people in the Bank Debt Management Division won't be any gentler than Kuroda."
Seiji Shiraishi gave a wry smile.
"I will remember that."
Kiryu Yaya looked at Shiraishi Seiji.
This man preserved the company his father left behind.
But the story doesn't end when the bank lends out its funds.
It has simply turned from a battle for control into a long-distance race of managing and repaying debts.
For Seiji Shiraishi, this is an even more difficult and longer road.