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Hagetaka: Episode 4 Recap
Hagetaka Recap: Episode 4 (Shakeup! Stockholders's Meeting)
(jdorama.com translates the title as "Proxy Fight". The Japanese title is "Gekishin! Kabuneshi Soukai," which literally translates as "Severe earthquake! Stockholders' meeting".)
Link to Episode 1 Recap
Link to Episode 2 Recap
Link to Episode 3 Recap
***
The episode opens with Yuka sitting around a table at Toyo TV with some other staff members as they discuss Horizon and Washizu.
"Six years ago, Washizu Masahiko came as Horizon Investments Works' delegate," she says. "His first project was the bulk sale with Mitsuba Bank. He bought out their massive bad debt and reaped immense profits."
As she speaks, there are brief flashback clips of Washizu's helicopter ride in the first episode, along with his "beat down the price of this dying country" speech.
"Over six years," she continues, "his company bought thirteen companies for a total of $3 billion."
More flashback clips, this time from the Nishino-ya story arc, and also the "golden parachute" scene from the Sunday Toys arc in Episode 2, where Washizu tried to bribe Nobuaki into betraying his mother.
"As if to ridicule the dying Japanese economy, he repeatedly engaged in mergers and acquisitions."
There are more Sunday Toys flashbacks, including Washizu's press conference that backfired on him when he lost his temper.
"The people called him a vulture. That's who Washizu Masahiko is."
A male staffer mutters to himself, "Becoming a newscaster has fired her up."
Nonaka asks, "What's become of the businesses he bought?"
"Nishino-ya was revived by Suzukiya Tours," Yuka replies. "Sunday Toys has turned into a profitable business over the past three years and is about to be sold."
"So the end result is that he saved those companies," Nonaka observes.
"That's where I'm confused," Yuka says. "Is the vulture a looter...or a savior?"
***
The scene shifts to New York City, where Washizu is walking into Horizon's main office.
Caption reads: NEW YORK 2004/03
Cut to Washizu meeting with Horizon head Claris. There is another man sitting beside him.
"Our next target is Ozora Electrics," Claris explains. (This scene is all in English, of course, since they are in the US.) He uses a remote control to bring up a map of Japan on the video screen in the room, which then zooms in on Ozora's factory. "We're only interested in the X division. And once we've acquired it, we'll sell the X division to Rendant Munitions Division." He gestures at the man sitting next to him, then clicks the remote again, bringing up an image of an employee walking outside the Ozora factory. "The accuracy of these satellites will increase to the point where you'll be able to count the wrinkles on people's faces."
(Not sure why he's being all mysterious calling it the "X" division, when it's a private meeting and everyone there knows what he's talking about. Maybe it's just meant to keep the TV audience in suspense.)
"We are already working on Ozora," Washizu assures him. "Leave it to us. Excuse me." He gets up and leaves the room as the other two men watch.
(Seems like a pretty abrupt exit, but then again, their motto is "time is money". Although it seems to me like a waste of time and money for Washizu to fly all the way to New York for a meeting that lasts about five minutes when they could have done it by phone or video conference. But maybe the Rendant representative had wanted to meet Washizu in person, and/or Claris thought Washizu should be there to assure Rendant that they're serious about the Ozora deal.)
Caption reads: TOKYO
The scene shifts to Washizu riding in a limo as he speaks to his staff over the phone.
"It's me," he says. "It looks like we can expect $2 billion from them."
In the Horizon Japan office, Alan, Aya, Murata, and Nakanobe are listening to the call over speakerphone.
"Countless investors are asking to meet with you," Nakanobe says.
"The world's excess funds seem to be flowing into us," Alan adds, looking pleased.
"How many shares do we have of Ozora Electrics?" Washizu asks.
"Over 8 percent," Aya replies, and Washizu hangs up.
***
Shibano and Ozora President Tsukamoto walk into the Ozora building.
Cut to several board members talking in a conference room. (Their names aren't given and it's hard to keep track of who's talking, so I won't bother naming the speakers.)
"Shibano Takeo...turnaround manager."
"He restructures failing businesses. Remember Hoshikawa Transport?"
"Oh, the one who turned it around in three years?"
"He was originally an elite at Mitsuba Bank."
"Tsukamoto called him in without the board's knowledge."
***
At the press conference, Shibano and Tsukamoto sit at a table in front of a roomful of reporters, including Yuka. An unnamed man stands at a microphone off to the side and says, "Thank you for waiting. We'd like to begin the press conference now."
(I'm not sure what's the proper term for the person in charge of conducting/mediating a press conference, so I'll just call him the MC.)
Tsukamoto says, "Thank you for making time in your busy schedule. I am Tsukamoto, the President. I called this press conference today to announce our restructure plan for the next three years. It's called the Phoenix Plan. Our new Operating Officer Shibano Takeo will expand on it."
Meanwhile, a group of Ozora employees are watching the broadcast of the press conference.
Cut back to Shibano, who introduces himself. "I'm Shibano. As explained in the materials, the Phoenix Plan consists of reorganization, strengthening of the core business, and creating a brand name for the newly born company."
Cut to the lens division employees watching the press conference on TV.
The scene shifts back to Shibano explaining, "We'll reduce the current thirteen divisions to eight. The Research and Development expenses that is one of the causes for losses will be greatly reduced."
The scene shifts to the head of the lens division, who stands apart from the others in a corner, looking down at a lens that he's holding in his hand.
The MC asks, "Do you have any questions?"
"I'm Mishima from Toyo TV," Yuka says. "I have questions for the Operating Officer, Shibano. As Turnaround Manager, you realized bold restructuring with Hoshikawa Transport and magnificently revived their business. But you also terminated five hundred employees in the process. What are you planning to do this time?"
Shibano replies, "After evaluating the company's situation, I will proceed carefully with President Tsukamoto and Chairman Ooki."
***
Later, Shibano and Tsukamoto arrive at Chairman Ooki's home, and are shown in by a maid or housekeeper. They bow respectfully, and Ooki tells them to have a seat, to which they reply, "Yes, sir."
***
Meanwhile, at Horizon, Aya is explaining the history of Ozora while a corresponding video plays on the screen in their conference room--similar to the way that Nakanobe summed up Sunday Toys' history in Episode 2.
"Ozora Electrics, founded by Chairman Ooki, started off as a camera manufacturer. They expanded into refrigerators, washers, and house appliances and recorded explosive sales. That's how they grew into consumer electronics."
Murata adds, "Chairman Ooki, who grew that local factory into a major company, is truly a leading Japanese administrator."
Aya holds up a copy of a book that Ooki wrote. "His motto is a business is made of people. And thus, not once has he implemented layoffs."
As he flips through the same book, Alan says, a bit condescendingly, "Lifetime employment. He's a family man who cares about his workers. How old-fashioned."
Nakanobe says, "Ozora Electrics incurred a loss of $800 million last year. Their main products in home appliances are also failing, but their loss is mainly attributed to the camera lens business division." A video of lenses being crafted plays on the screen as Nakanobe continues, "Not only have they fallen behind in digitization, but the R&D costs for a special lens have been accumulating."
Murata says, "President Tsukamoto appointed his college baseball buddy Shibano Takeo as the Operating Officer. The Phoenix Plan announced today was a coup d'etat by those two on Chairman Ooki."
Throughout the various speeches, Washizu listens quietly with a serious expression on his face. Although he doesn't say anything, you get the sense that the wheels are already turning in his mind, and he is probably forming a plan as he digests the various pieces of information that his employees are giving him.
(Of course this is all just conjecture on my part, based on the previous episodes in which he always seems to be one step ahead of everyone else--except for the time that Shibano outwitted him in Episode 2.)
***
Back at Ooki's home, Ooki says, "The Phoenix Plan, huh? It's not a bad plan."
"Thank you," Tsukamoto replies.
"Tsukamoto-kun, I merely meant that the title didn't sound bad," Ooki retorts. "I said nothing about the contents." He throws the plan down on the floor.
"Please point exactly what you don't like," Tsukamoto says politely.
Instead of answering directly, Ooki says, "Shibano-kun, are you the one who devised this plan?"
"I'm sorry for not introducing myself," Shibano apologizes. "I'm Shibano."
"Forget the formalities," Ooki says. "Why did you quit the bank and go into business restructuring?"
"I felt there was a limit as to what I could do at the bank," Shibano replies. "To do true business restructuring, I can't be thinking about the bank's profits. It requires focusing on the company objectively from an unrestricted position."
"That's an honor student's reply," Ooki says.
(This echoes what Washizu tells Shibano in Episode 1: "what a model answer". And also what Osamu says in Episode 2, that Shibano's offers of help are meaningless since there's nothing he can do. All three of them seem to be pointing out that Shibano says all the right things, but that there's no substance behind them.)
"Shibano-kun," Ooki continues, "the company isn't a commodity. I came this far without having to lay off anyone. I think that should be the very, very, very last measure." Everyone remains silent for a few moments, then Ooki says, "Please revise the plan. you have three months."
***
Back at Horizon, Murata is saying, "Chairman Ooki has terminal cancer. He has three months to live."
Washizu is still silent, listening intently as Nakanobe says, "Just about the time for the stockholders' meeting. There's going to be other people targeting it."
With a look of comprehension filling his face, Alan says, "The challenge comes after the Chairman dies."
Washizu finally speaks, saying, "There's no point to it after he dies. Chairman Ooki is a symbolic figure of post-war Japanese economy. We must do it while he's alive." Alan looks a little surprised, while the others look thoughtful. Washizu rises from his seat and continues, "This will be the greatest deal for Horizon Japan. On our pride, let's restructure Japan."
***
Ooki's maid enters the room carrying a large bouquet of flowers, saying, "Excuse me. Master, you received a get-well bouquet from a Washizu Masahiko-sama."
Shibano looks concerned, while Tsukamoto looks alarmed. (I don't think they knew before that Horizon was targeting Ozora.)
The camera zooms in on the note attached to the bouquet, which reads: "Chairman Ooki, I wish you well. From Washizu with Horizon Investment Works Japan."
***
At Toyo TV, Yuka listens silently as Nonaka says offscreen, "Washizu's company is the leading stockholder for Ozora Electrics at 8.2 percent. They're planning a buyout."
***
At an Ozora board meeting, the board members are shouting angry questions at Shibano and Tsukamoto.
"Why is Horizon Investment buying up our stocks?"
"Are we a prey to the vulture fund?"
"Are they plotting a takeover?"
"President, were you completely oblivious to this?"
"This is no time to be implementing the Phoenix Plan!"
***
A crowd of people on their way to work at the Ozora factory are walking down the street, reading the newspaper headlines with concern. (The headlines weren't translated, but I assume it's about Horizon's potential takeover of Ozora.)
A car horn honks at the crowd, and they move out of the way as the limo carrying Washizu passes by.
***
The parts of a disassembled camera are laid out on the verandah at Ooki's residence. He is examining the lens, turning it over in his hands.
"That's nice, isn't it?" a female voice says.
"Oh," Ooki says. He looks up to see Yuka, who smiles and bows.
"I'm sorry for insisting on seeing you. How are you feeling?"
"Don't worry," Ooki assures her. "The doctors are merely blowing it out of proportion. How are things with the Mishima Factory? Is your mother well?"
"Yes, thank you," Yuka replies. "If you hadn't helped us, my mother and I wouldn't be here."
"Your factory has been a big help to us," Ooki says. "It was mutually beneficial."
"Thank you," Yuka replies politely, though it's clear she still feels indebted to him. (And this is the first time that we realize that the Mishima Factory didn't close down after her father's suicide.)
"By the way," Ooki says, "what kind of man is Washizu with Horizon Investment?"
There is a long pause before Yuka answers hesitantly, "I don't think he's the vulture that people say he is."
"Why do you say that?" Ooki asks.
"Our factory that you saved was his starting point," Yuka replies.
***
Washizu and Alan are riding in the limo, then the scene changes to them meeting with Shibano and Tsukamoto. They shake hands, exchange business cards, and introduce themselves:
"I'm Tsukamoto."
"I'm Washizu with Horizon." To Shibano, Washizu says, "Shibano-san, it's been three years. I didn't expect us to meet again in this situation."
They sit down, and Alan hands out copies of Horizon's restructuring plan to Shibano and Tsukamoto.
"Restructuring plan for Ozora Electrics?" Tsukamoto asks, reading the cover.
"Yes, this was objectively devised as your stockholder," Washizu replies.
Shibano looks through the plan and asks pointedly, "Disposal of the camera lens division? The closing of the related factory?" He looks up and glares at Washizu, who stares back at him, cool and emotionless as always. "The termination of 10,000 employees?"
"The camera lens division is our starting point," Tsukamoto protests. "That is unthinkable."
"I'll get straight to the point," Washizu says bluntly. "The Phoenix Plan is too lax. Terminating 1,000 won't cut it. You're just putting off the issue."
Tsukamoto protests again, "10,000 is a fourth of our employees."
"Forget it," Washizu says dismissively. "I already know that Chairman Ooki makes all the decisions. Will you at least look it over? For today, we'll just take a tour of the factory."
"Let's do that," Alan agrees.
"Just a minute, please!" Tsukamoto objects.
"Is there a problem with touring the company?" Washizu asks. "Horizon is the leading stockholder."
***
In the camera lens division, the employees are talking amongst themselves.
"The corporate raiders are here to tour the factory."
"Why would they be interested in this unprofitable division?"
"They're planning to terminate us, what else?"
"I know that, but--"
They are interrupted by an elderly man, the head of the lens division that we saw earlier during the press conference scene. "Enough talking; get back to work."
"Kato-san, we're really in trouble," one of the younger men protests.
"They're here," someone else says.
Washizu, Alan, and Shibano walk through the factory with an unnamed man who is acting as their guide.
"Who is he?" Washizu asks, glancing at Kato.
"He's Kato, the manager," the guide replies. "He's the only one with a special technician license. He's also working on the lens for the satellite."
Kato looks up from his work to meet Washizu's gaze, then turns his attention back to the lens that he's polishing. After a brief pause, Washizu continues with the tour. Shibano lingers behind, looking at Kato, probably wondering what Washizu's interest in him is.
As they exit the factory, a man dressed in an Ozora worker's uniform runs up to them and tries to hand Washizu a petition. "I"m Sato of the labor union. This is the will of the employees. Even if you buy us out, the employees won't back you."
Washizu ignores him and continues walking, but he and Alan are surrounded by more Ozora employees, who shout at them (well, more at Washizu, who is the public face of Horizon):
"That's right!"
"Leave!"
(Washizu doesn't show a visible reaction, but Alan looks...well, "scared" would be too strong a word, but maybe a little uneasy. They aren't able to move forward without physically pushing through the crowd, and it doesn't seem like they're going to let Washizu leave without getting their point across. Right now, the crowd is just shouting, but the angry mood seems to imply that it could escalate into something more violent.)
A car horn blares loudly as a black car pulls up. The driver gets out to open the passenger door and Ooki steps out.
"It's the Chairman!" the crowd exclaims in surprise. Washizu and Alan look over, also startled. Shibano hurries over to meet Ooki.
The crowd has moved back to make way for Ooki, and Washizu walks forward through the cleared path to meet him.
"Chairman," Shibano says in concern.
"I'm all right," Ooki assures him. He walks forward to meet Washizu, who bows and introduces himself.
"I'm Washizu. It's an honor to meet you."
"So you're Washizu-kun with Horizon," Ooki says.
"Yes," Washizu replies.
"What is your motive?" Ooki asks.
Without hesitation, Washizu replies, "I'm here to save Ozora Electrics."
"Oh really?" Ooki asks, his tone of voice pleasant but skeptical.
"A company is a living being and has a lifespan," Washizu explains. "While alive, it can be saved. However, if nothing is done, it will die. It's just a matter of time. Before that happens, we will save your company."
"I have no intention of relying on your help," Ooki replies.
One side of Washizu's mouth rises in a little half-smile for a moment. "Horizon is the leading stockholder. Chairman, have you forgotten that the company belongs to the stockholders? Horizon is the only one in Japan with the money and power to rebuild your company."
"Mind your own business," Ooki tells him.
He looks over at Shibano, who asks, "Washizu-san, aren't you attending the upcoming stockholders' meeting as the leading stockholder?"
"Yes, of course," Washizu replies.
"Why don't you voice your opinions at that time?" Shibano asks.
(In the background, Alan watches this exchange. My first impression was that he was giving Shibano a hostile look, but that might have been colored by the Washizu/Alan plot bunnies eating my brain. After re-watching the scene a few times, he might just be looking tense due to the situation: the mob of angry workers, along with the Chairman showing up to confront Washizu. Still, at this point, Shibano is getting to be a familiar thorn in Horizon's side. I think I could justify interpreting the look as a glare based on Alan's disgusted "Him again?" comment from Episode 2, when he found out that Shibano was handling Sunday Toys' restructuring.)
"That's true," Ooki agrees. "Let's battle it out at the stockholders' meeting." He turns and gets back into the car.
***
In their limo, Washizu gazes out the window, looking a little concerned while Alan says, sounding impressed, "That was an amazing presence. Does he really have terminal cancer?"
Washizu turns to him and says, "Alan, we'll submit a stockholders' proposal and gather voting rights."
Alan has sort of an "Oh, I get it!" expression on his face, as the Horizon employees often do when Washizu comes up with another brilliant strategy. "A proxy fight? Sounds good." He smiles, looking eager at the idea of a challenge.
"We need all the voting rights we can get at the stockholders' meeting," Washizu tells him. "We'll take the management rights from them." In spite of his confident words, he frowns slightly, still looking concerned.
Meanwhile, in the Chairman's car, Ooki has put on an oxygen mask. The commanding performance that so impressed Alan has obviously taken a toll on him.
***
Washizu is confronted by a crowd of reporters as he and Alan arrive at the Horizon building.
"Washizu-san! Is Ozora Electrics your next target?"
"Please talk to us!"
Unlike previous episodes, Yuka just stares at Washizu silently as he walks by.
They pass the entrance blocked off by the security guards and pause. Alan seems a little shaken by the onslaught of reporters, which is more intense than usual. Washizu turns to him and says, "Let only Toyo TV in."
"Huh?" Alan asks in surprise.
"I'll take her interview," Washizu says. "I'll use the media to my advantage."
Alan goes to get Yuka, and the scene shifts to Washizu and Yuka alone in his office.
Yuka looks at the restructuring plan and asks, "Are you seriously trying to save Ozora Electrics?"
"Chairman Ooki's business model is outdated," Washizu replies with his usual cold logic. "It's ineffective on the world scale and has no benefit. Our work is based on economic behavior. The bottom line is, is it profitable or not? That is the key to saving a company."
"Are you saying that there are no personal feelings involved?" Yuka asks.
"This job can't be done if you let personal feelings in," Washizu replies.
"Then why did you accept an interview from me?" Yuka retorts. There is a long silence with no reply from Washizu. "Are you planning to use me again? Or is it out of guilt from the past?"
Washizu looks shaken by her accusations, and visibly takes a moment to compose himself. "It's because I trust you as a journalist," he finally replies.
There's another silent pause, and Yuka starts flipping through the restructuring plan. She gasps softly when she reaches a certain page. Her eyes in widen in shock as she looks up at Washizu, then looks back down at the page. Washizu obviously notices her reaction, but doesn't comment on it. Yuka struggles to remain calm, but doesn't quite succeed as she says, "The disposal of the camera lens division...is it really necessary?"
She looks up at him, and Washizu replies, "Think calmly. Or do you think that the company can be rebuilt without disposing of it?"
Yuka rides the elevator down after leaving the office, holding the restructuring plan and still looking shaken.
Washizu returns to the conference room, where the other staff are all busy; Alan is speaking on his cell phone in English. He looks up and says, "We should be able to get 20 million shares."
"You can do better," Washizu says curtly, and Alan looks a little put out at being scolded instead of praised. However, he quickly gets back to work and as the scene progresses, can be seen in the background talking on the phone, trying to gather more voting rights.
Murata says, "Ozora Electrics is reluctant to release the stockholders' names."
"Use our legal rights to get the list," Washizu orders.
"Yes, sir," Murata replies.
"Nakanobe-san, I'd like to see a detailed report on the camera lens division," Washizu says.
"Sure," Nakanobe replies, reaching for the report and handing it to Washizu. "This is it."
Washizu looks at the list of subsidiaries and his eyes widen in recognition, looking alarmed and troubled, much as Yuka did in his office. The camera zooms to show that the last name on the list is "Mishima Factory".
There is a brief flashback to President Mishima's funeral, where Yuka was screaming, "Murderer!" at Washizu.
***
At Ozora Electrics, Shibano walks into the employee cafeteria, where he receives cold looks from the people eating there. He walks over to a table where one employee hands him a newspaper article with the headline "LAYOFFS" printed next to a photo of Shibano.
"What is this?" Shibano asks.
"It's being passed around," the employee tells him, and Shibano gets more hostile stares from the crowd.
"Everyone is too irate to work," someone says.
Someone else says, "It sounds as if the lens factory is responsible for the losses, but isn't it management's fault for spending so much on questionable research? The camera lens division is what this company started with. Are you going to cut that out?"
Shibano goes to the restroom, and even there he finds articles and protest flyers taped to the walls. One of them reads "Shibano Takeo's thinking is wrong!" He tears down the flyer, crumpling it in his fist.
(It's interesting that Washizu takes being hated in stride, or at least has learned to endure it without showing a reaction, while Shibano gets emotional. I think the difference is that Shibano thinks of himself as being the good guy, while Washizu is willing to be labeled the bad guy if that's the price he has to pay to accomplish his goals. Besides, vulture funds rarely inspire warm and fuzzy feelings, so he's had several years to get used to it.)
***
Sitting alone in his office at Horizon, Washizu restlessly clicks his pen (much as Shibano did during the Sunday Toys bidding war). He stops and sets it down on his desk when Nakanobe knocks at the door, saying "Excuse me" as he walks in.
He speaks in a grave voice that seems to indicate that he knows about Washizu's past history with the Mishima Factory:
"I checked into it. The factory that was on the disposal list...in 1993, it was on the verge of bankruptcy." Nakanobe lays down the report on Washizu's desk. "When the owner committed suicide, Chairman Ooki came to the rescue. They are currently a subsidiary for Ozora's camera lens division. According to our plan, Mishima Factory is the first to be cut."
***
At the Ooki residence, Shibano bows to the Chairman and says, "I'm sorry."
"You needn't apologize," Ooki tells him, laying down a handwritten protest on top of the other protests and newspaper clippings. "Sorry, but I want you to redo this." The camera zooms in on the Phoenix Plan. Seeing the concerned expression on Shibano's face, he adds, "Is there something you want to say?"
Shibano replies in a quiet voice, "We don't have much time before the stockholders' meeting. Will you tell me exactly what's wrong with it?"
"Do you know how many years it takes to polish the lens skillfully?" Ooki counters, to which Shibano replies, "No."
"Thirty years," Ooki tells him. "We are a manufacturing company. Think long term."
"But...there are divisions that have to be cut out," Shibano argues. "Some blood has to be shed."
"Can you and Tsukamoto understand the impact of that?" Ooki demands. "Are you prepared for it?"
There is a long pause before Shibano replies in a voice shaking with emotion (anxiousness, guilt, remorse?), "I...while at the bank...lost many customers. I started my line of business for those people. However, after I rebuilt Hoshikawa Transport, I started wondering...if my decisions for restructuring were truly correct...and that if anything, I must be resented. I am hoping...to get back on my feet with Ozora Electrics."
***
A "PRIME-11" news broadcast airs on TV.
Yuka reports, "It is the season for stockholders' meetings. This year, the stockholders' meetings present a different meaning to the stockholders."
The screen shows a picture of Ooki and one of Washizu, with a caption that reads "Ozora vs. Horizon".
Yuka continues, "Among them is the proxy fight between Horizon Investment and Ozora Electrics. A proxy fight is a means of obtaining management rights after hostile buyout."
Cut to Horizon, where Aya oversees a number of operators on the phones, presumably trying to gather more votes.
Cut back to Yuka's report: "Horizon Investment proposes as stockholder to appoint eleven officers of its choice on the board."
A chart on the TV screen shows that there are 20 positions total.
"If this goes through, Horizon will have over half the board on its side, and will gain control."
Cut again to Horizon, where employees are filling envelopes to be mailed, again, presumably part of their vote-recruiting campaign.
***
At the Horizon office, Washizu is having a video conference with his boss back in New York, Claris. He sits with his side profile towards the screen, so that he's not looking at it directly.
Claris says angrily, "Rendant is getting impatient! You know the situation we're in with the munitions industry being involved. If you screw this up, it will be the end for us in this business. Don't forget that!"
The screen goes black as he signs out without waiting for a reply. Washizu, looking troubled, gets up from his chair to stare out the window. On the desk, his cell phone rings.
***
Ooki is at home, sitting in a hospital-style bed, scribbling almost frantically as he makes notes on a copy of the Phoenix Plan. He's so intent on his work that he doesn't seem to notice when Washizu arrives and stops just inside the doorway.
"Excuse me," Washizu says, bowing.
"Sorry to call you out," Ooki says. "Have a seat."
Washizu remains standing, staring at Ooki intently, as if to indicate that he's not one of Ozora's employees who have to hop to Ooki's orders or cater to his whims.
"Or we can't talk," Ooki says.
There's another pause before Washizu walks in and takes a seat in front of Ooki's bed. "Why did you call me out of the blue?" he asks. "I thought you wanted to settle it at the stockholders' meeting."
"I had something to ask you," Ooki replies.
"What is it?" Washizu asks.
"I heard what happened between you and the Mishima Factory," Ooki says. "Did you want to start over or did you want to daub your past self? Is that why you targeted Ozora Electrics?"
Washizu seems to take a moment to gather his thoughts before saying, "That's right." He stand up and adds defiantly, "Is that wrong? Ozora Electrics is dying." His manner is still more reserved than most people's would be under the circumstances, but there's a hint of repressed passion and anger in his voice as he continues, "You're the cause of it. The extended family policy is unheard of. You do nothing and are at a standstill. I won't acknowledge someone like that as an administrator." He pauses before saying, "Chairman, even after you die...Ozora Electrics must continue to live."
"Even after I die, huh?" Ooki muses. "Washizu-kun, if you want to start over...don't do anything."
***
The scene changes to Washizu in his limo after leaving the Ooki residence.
***
Shibano and Tsukamoto are in an office going over paperwork. There's a knock at the door and Tsukamoto says, "Come in. How does it look so far?"
His subordinate replies, "Well...fifty-fifty," and Shibano looks worried.
***
At Toyo TV, Nonaka says, "Japan's economy may change after tomorrow's stockholder meeting."
Yuka says nothing, but looks troubled.
***
At the lens factory, Kato is working alone late at night. He looks up to see Ooki and says, "Chairman. How do you feel?"
"Mm," Ooki says noncommittally. "Continue." He walks over to observe Kato working on the lens. "Kato-kun, what kept you polishing the lens for forty years?"
"Chairman, do you remember I was working here the year of the Tokyo Olympics?" Kato replies. "At the opening ceremony you said that polishing the lens was the starting point of this company. I haven't changed since. What has changed is the company."
(This seems to be a quiet rebuke, though one gentler than Washizu's.)
***
Washizu is walking down the street, and stops outside the Mishima Factory. Through the window, he can see Yuka's mother and other employees working. Unlike his usual cold, confident self, he looks shaken and emotional, and seems to be struggling to hold back tears.
He steps on something, and looks down to see that it's a screw. He picks it up, and there's a brief flashback to the funeral scene where Yuka called him a murderer.
Back in the present, he looks at the screw he's holding and seems to come to some sort of resolution with himself as rain begins to fall.
***
A sign reads "STOCKHOLDERS' MEETING" outside the building where the meeting is being held. It's raining.
A limo honks its horn as it makes its way down the street, driving slowly as protesters run alongside and in front of it. Washizu gets out, and someone is waiting with an umbrella to escort him inside. Yuka watches from a short distance away.
Inside the building, the stockholders file into the hall and receive ballots.
***
In a room inside the hall, Shibano walks in and says, "Tsukamoto."
"What's wrong?" Tsukamoto asks.
"The Chairman's condition has changed for the worse," Shibano replies.
"The Chairman..." Tsukamoto repeats, obviously worried.
A reporter overhears this and rushes off to tell his colleagues. Yuka overhears and looks concerned.
As Shibano heads to the meeting, a man rushes up to him, saying, "Shibano-san, the Chairman instructed me to give this to you." He hands Shibano a large envelope.
The scene jumps ahead to a short time later: Shibano and the Ozora board members are seated at a table on the stage in front of the hall of shareholders.
Tsukamoto stands at the podium on the stage, addressing the crowd: "I President/CEO Tsukamoto, will be heading this meeting." He bows. "We will be covering the materials in your hands."
Washizu watches in the audience as Tsukamoto continues his speech. Several of his Horizon employees are sitting on either side of him, including Alan and Aya.
"Chairman Ooki Shozaburo will be absent today. We would appreciate your understanding in this matter."
There's an uproar of surprise and concern from the audience, and among the Ozora factory workers who are watching the meeting on TV. Kato watches silently in the background at the lens factory.
"The first topic is the election of the board members. Regarding the reappointment of the current CEO and the new appointment of Shibano Takeo as Operating Officer...we've received a proposal from the stockholders, so we will deliberate on that. We would like to hear from Horizon-sama who submitted that proposal. Please come forward."
Washizu steps up to a microphone that has been set up below the stage. There is some angry heckling from the audience. He stands silently, head bowed slightly with his eyes closed. (To give the heckling time to die down, or just gathering his thoughts?) After a long pause, he finally looks up and speaks.
"I have here our restructuring plan." He holds it up with one hand. "Ozora Electrics has low sales and profits, and high personnel costs. Many problems can be resolved by hiring foreign laborers." He pauses briefly, then says, "Who cares about this?" He flings the papers into the air, and even his employees look a little surprised. "Ooki Shozaburo, the charismatic figure, has left the stage. Everyone! Please have that awareness."
"Enough!" someone in the audience shouts angrily.
"He was a symbolic figure during Japan's rapid economic growth," Washizu continues. "He was Japan's pride. But that pride is gone."
More angry shouting from the audience: "That's enough! Don't be ridiculous!"
"Will pride bring food to the table?" Washizu asks sharply. "Will pride bring results?" The audience quiets down. "Will it sell products? By being bound by that old custom, the company reached a standstill and suffered an $800 million loss."
***
Cut to a shot of Ooki lying in bed wearing an oxygen mask. The sound of his heavy, labored breathing can be heard.
***
Back at the stockholders' meeting, Washizu continues, "However, that is reality. With Chairman Ooki, the good old system is gone. Ozora Electrics...rather, Japan's companies must be reborn. Everyone, now is the time to cleave a new era as stockholders."
(He usually comes across as cold and emotionless, but it was actually a very passionate speech.)
From the stage, Shibano raises his hand and asks, "May I make a statement?"
"Go ahead," Tsukamoto replies.
Washizu doesn't look pleased, but he steps back to take his seat, and Shibano steps up the podium and bows.
"I'm Shibano, a board member candidate. I would like to state Chairman Ooki Shozaburo's opinion regarding what was just said." The camera cuts to various audience reactions, including Yuka and Washizu. Shibano continues, "The Chairman personally wrote this letter. I believe it would serve as a response to what was just said. I shall read it to you:
"I, Ooki Shozaburo, am ashamed I cannot attend this stockholders' meeting due to illness. Please forgive me. What comes to mind now that I'm bedridden..."
Cut to Ooki in bed, holding a camera lens.
"...is the clear blue sky I saw from my small lens factory post-war. The big blue sky extended endlessly over the war ruins. That was the sky of hope."
Cut to reaction shots of the Ozora employees.
"During the war, I learned how to polish lens at the military factory. Post-war, that lens was used in cameras, so I started a small factory."
Cut to reaction shots of employees at the lens factory.
"Beyond the lens, I could see smiles. There were weary faces...dirty faces...but they all had a look of relief. Beyond the lens, I could definitely feel the people's warm breaths."
The camera slowly zooms in on Kato.
"That was my starting point."
Cut to a flashback of Ooki looking around the lens factory.
"Producing things to bond people is my mission as well as Ozora Electrics' mission. Time will change. Products will change. But the bonds between people will not change. The number on the books isn't everything. If all you want is immediate profits, you can't produce anything worthy."
Cut to a shot of Washizu, listening, expression unreadable.
"Only through long-term accumulated efforts will the spirit to bond people start at Ozora Electrics."
The camera cuts back to Shibano, as he continues to read the letter.
"Someone said a company is a living being."
Washizu looks up, recognizing the words he had spoken to Ooki earlier.
"I agree. The spirit to bond people is at Ozora Electrics. It's that spirit that keeps the company going."
Ooki lies in bed, still gazing at the lens he is holding up above his face. The letter continues, but with Ooki speaking in a voice-over rather than Shibano: "Ozora Electrics is unfortunately faced with a crisis now. I am the very cause of it for letting the flatteries go to my head. I feel deeply responsible. In that respect, I have to deeply apologize to all of you. I don't have long to live." The hand holding the lens slowly falls to rest at Ooki's side on the bed. "But I think that is for the best."
The scene shifts back to Shibano, who resumes reading the letter: "If the employees work together, they can surely..."
A man comes up, whispers something to Shibano, and leaves a paper on the podium. Shibano glances over at Tsukamoto, who looks startled and worried. Washizu looks up at the stage, as does Yuka, probably suspecting the news Shibano has just been given.
Shibano, his voice shaking with emotion, continues reading Ooki's letter: "If the employees work together, they can surely survive the crisis."
Washizu leans forward, lifting his hand to his face, looking thoughtful as he rests his chin on his hand.
"Stockholders, please give them three years. Ozora Electrics will change in three years."
From the lens factory, Kato watches the speech.
"Unfortunately, I won't be able to see that through."
Washizu continues to watch, still looking thoughtful.
"Stockholders, please watch over Ozora on my behalf."
The camera cuts back to Shibano as he continues reading: "Even if I die, the spirit of Ozora Electrics will live."
Finished reading, Shibano continues in his own words, "That is all. Chairman Ooki has just passed away."
Washizu looks up. Then there are reactions shots of first Yuka and then Kato at the lens factory looking concerned by the news.
Shibano says, "I have here the Phoenix Plan that the Chairman revised." As he continues to speak, the camera cuts first to Washizu, then to Tsukamoto, and back to Shibano. "So after the Chairman's death, what do we do? What will cleave the path for us? That is something for every employee to think about as if he were the founder."
The Ozora employees in the audience gaze at Shibano as he continues his impassioned speech.
"Stockholders, please give us three more years. If all the employees work together, Ozora Electrics can make a turnaround!"
Cut to the lens factory employees.
"The dream and hope that Chairman Ooki left with Ozora Electrics will surely be restored."
Cut back to Shibano.
"Stockholders, please...please give us three more years." He walks to the front of the stage, begging desperately, "Please give us three more years! I'm begging you!"
He bows deeply, in an almost perfect 45-degree angle. (Pretty much as low as you can get without getting down on hands and knees.) All of the board members rise from their seats and bow as well.
The audience erupts into applause. (Well, except for the Horizon staff, obviously.) Someone shouts, "Work hard at it!"
In the audience, we catch only a partial glimpse of a man's face, but it's clearly Osamu. He scoffs, "That's some performance," then gets up and leaves.
Tsukamoto says triumphantly, "The first proposal by the stockholders will be dismissed. Any objections?"
"None!" People in the audience shout, and applaud some more.
Washizu is silent for a moment, seeming to ponder his next move. Then he turns to Alan, who is sitting next to him, and says, "Alan, make the TOB arrangements."
("TOB" stands for "takeover bid".)
"Yes, sir," Alan replies, then says in English to other Horizon staffers, "Let's go!" They get up and hurry out of the auditorium.
Washizu leaves alone a little later, and runs into Osamu outside the hall.
"It's been awhile," Osamu says, at Washizu stares at him in surprise. "I'm Nishino Osamu with Hyper Creation. Thank you for that time."
The episode ends with the two them staring at each other.
***
Thoughts on this episode: It's a very moving speech Shibano gives at the end, but it's not clear what changes Ooki made to the Phoenix Plan and whether those changes would be enough to save the company in the long term. After all, as Washizu pointed out, pride doesn't put food on the table or sell products.
And Osamu returns! In the previous episode, he had saved up enough money to start his own business, which has apparently turned into a success. He had also said that he intended to challenge Washizu, and we'll see in the next episode just what he has planned.
There's not much of Alan in this episode, but he plays a bigger role in the next one.
(jdorama.com translates the title as "Proxy Fight". The Japanese title is "Gekishin! Kabuneshi Soukai," which literally translates as "Severe earthquake! Stockholders' meeting".)
Link to Episode 1 Recap
Link to Episode 2 Recap
Link to Episode 3 Recap
***
The episode opens with Yuka sitting around a table at Toyo TV with some other staff members as they discuss Horizon and Washizu.
"Six years ago, Washizu Masahiko came as Horizon Investments Works' delegate," she says. "His first project was the bulk sale with Mitsuba Bank. He bought out their massive bad debt and reaped immense profits."
As she speaks, there are brief flashback clips of Washizu's helicopter ride in the first episode, along with his "beat down the price of this dying country" speech.
"Over six years," she continues, "his company bought thirteen companies for a total of $3 billion."
More flashback clips, this time from the Nishino-ya story arc, and also the "golden parachute" scene from the Sunday Toys arc in Episode 2, where Washizu tried to bribe Nobuaki into betraying his mother.
"As if to ridicule the dying Japanese economy, he repeatedly engaged in mergers and acquisitions."
There are more Sunday Toys flashbacks, including Washizu's press conference that backfired on him when he lost his temper.
"The people called him a vulture. That's who Washizu Masahiko is."
A male staffer mutters to himself, "Becoming a newscaster has fired her up."
Nonaka asks, "What's become of the businesses he bought?"
"Nishino-ya was revived by Suzukiya Tours," Yuka replies. "Sunday Toys has turned into a profitable business over the past three years and is about to be sold."
"So the end result is that he saved those companies," Nonaka observes.
"That's where I'm confused," Yuka says. "Is the vulture a looter...or a savior?"
***
The scene shifts to New York City, where Washizu is walking into Horizon's main office.
Caption reads: NEW YORK 2004/03
Cut to Washizu meeting with Horizon head Claris. There is another man sitting beside him.
"Our next target is Ozora Electrics," Claris explains. (This scene is all in English, of course, since they are in the US.) He uses a remote control to bring up a map of Japan on the video screen in the room, which then zooms in on Ozora's factory. "We're only interested in the X division. And once we've acquired it, we'll sell the X division to Rendant Munitions Division." He gestures at the man sitting next to him, then clicks the remote again, bringing up an image of an employee walking outside the Ozora factory. "The accuracy of these satellites will increase to the point where you'll be able to count the wrinkles on people's faces."
(Not sure why he's being all mysterious calling it the "X" division, when it's a private meeting and everyone there knows what he's talking about. Maybe it's just meant to keep the TV audience in suspense.)
"We are already working on Ozora," Washizu assures him. "Leave it to us. Excuse me." He gets up and leaves the room as the other two men watch.
(Seems like a pretty abrupt exit, but then again, their motto is "time is money". Although it seems to me like a waste of time and money for Washizu to fly all the way to New York for a meeting that lasts about five minutes when they could have done it by phone or video conference. But maybe the Rendant representative had wanted to meet Washizu in person, and/or Claris thought Washizu should be there to assure Rendant that they're serious about the Ozora deal.)
Caption reads: TOKYO
The scene shifts to Washizu riding in a limo as he speaks to his staff over the phone.
"It's me," he says. "It looks like we can expect $2 billion from them."
In the Horizon Japan office, Alan, Aya, Murata, and Nakanobe are listening to the call over speakerphone.
"Countless investors are asking to meet with you," Nakanobe says.
"The world's excess funds seem to be flowing into us," Alan adds, looking pleased.
"How many shares do we have of Ozora Electrics?" Washizu asks.
"Over 8 percent," Aya replies, and Washizu hangs up.
***
Shibano and Ozora President Tsukamoto walk into the Ozora building.
Cut to several board members talking in a conference room. (Their names aren't given and it's hard to keep track of who's talking, so I won't bother naming the speakers.)
"Shibano Takeo...turnaround manager."
"He restructures failing businesses. Remember Hoshikawa Transport?"
"Oh, the one who turned it around in three years?"
"He was originally an elite at Mitsuba Bank."
"Tsukamoto called him in without the board's knowledge."
***
At the press conference, Shibano and Tsukamoto sit at a table in front of a roomful of reporters, including Yuka. An unnamed man stands at a microphone off to the side and says, "Thank you for waiting. We'd like to begin the press conference now."
(I'm not sure what's the proper term for the person in charge of conducting/mediating a press conference, so I'll just call him the MC.)
Tsukamoto says, "Thank you for making time in your busy schedule. I am Tsukamoto, the President. I called this press conference today to announce our restructure plan for the next three years. It's called the Phoenix Plan. Our new Operating Officer Shibano Takeo will expand on it."
Meanwhile, a group of Ozora employees are watching the broadcast of the press conference.
Cut back to Shibano, who introduces himself. "I'm Shibano. As explained in the materials, the Phoenix Plan consists of reorganization, strengthening of the core business, and creating a brand name for the newly born company."
Cut to the lens division employees watching the press conference on TV.
The scene shifts back to Shibano explaining, "We'll reduce the current thirteen divisions to eight. The Research and Development expenses that is one of the causes for losses will be greatly reduced."
The scene shifts to the head of the lens division, who stands apart from the others in a corner, looking down at a lens that he's holding in his hand.
The MC asks, "Do you have any questions?"
"I'm Mishima from Toyo TV," Yuka says. "I have questions for the Operating Officer, Shibano. As Turnaround Manager, you realized bold restructuring with Hoshikawa Transport and magnificently revived their business. But you also terminated five hundred employees in the process. What are you planning to do this time?"
Shibano replies, "After evaluating the company's situation, I will proceed carefully with President Tsukamoto and Chairman Ooki."
***
Later, Shibano and Tsukamoto arrive at Chairman Ooki's home, and are shown in by a maid or housekeeper. They bow respectfully, and Ooki tells them to have a seat, to which they reply, "Yes, sir."
***
Meanwhile, at Horizon, Aya is explaining the history of Ozora while a corresponding video plays on the screen in their conference room--similar to the way that Nakanobe summed up Sunday Toys' history in Episode 2.
"Ozora Electrics, founded by Chairman Ooki, started off as a camera manufacturer. They expanded into refrigerators, washers, and house appliances and recorded explosive sales. That's how they grew into consumer electronics."
Murata adds, "Chairman Ooki, who grew that local factory into a major company, is truly a leading Japanese administrator."
Aya holds up a copy of a book that Ooki wrote. "His motto is a business is made of people. And thus, not once has he implemented layoffs."
As he flips through the same book, Alan says, a bit condescendingly, "Lifetime employment. He's a family man who cares about his workers. How old-fashioned."
Nakanobe says, "Ozora Electrics incurred a loss of $800 million last year. Their main products in home appliances are also failing, but their loss is mainly attributed to the camera lens business division." A video of lenses being crafted plays on the screen as Nakanobe continues, "Not only have they fallen behind in digitization, but the R&D costs for a special lens have been accumulating."
Murata says, "President Tsukamoto appointed his college baseball buddy Shibano Takeo as the Operating Officer. The Phoenix Plan announced today was a coup d'etat by those two on Chairman Ooki."
Throughout the various speeches, Washizu listens quietly with a serious expression on his face. Although he doesn't say anything, you get the sense that the wheels are already turning in his mind, and he is probably forming a plan as he digests the various pieces of information that his employees are giving him.
(Of course this is all just conjecture on my part, based on the previous episodes in which he always seems to be one step ahead of everyone else--except for the time that Shibano outwitted him in Episode 2.)
***
Back at Ooki's home, Ooki says, "The Phoenix Plan, huh? It's not a bad plan."
"Thank you," Tsukamoto replies.
"Tsukamoto-kun, I merely meant that the title didn't sound bad," Ooki retorts. "I said nothing about the contents." He throws the plan down on the floor.
"Please point exactly what you don't like," Tsukamoto says politely.
Instead of answering directly, Ooki says, "Shibano-kun, are you the one who devised this plan?"
"I'm sorry for not introducing myself," Shibano apologizes. "I'm Shibano."
"Forget the formalities," Ooki says. "Why did you quit the bank and go into business restructuring?"
"I felt there was a limit as to what I could do at the bank," Shibano replies. "To do true business restructuring, I can't be thinking about the bank's profits. It requires focusing on the company objectively from an unrestricted position."
"That's an honor student's reply," Ooki says.
(This echoes what Washizu tells Shibano in Episode 1: "what a model answer". And also what Osamu says in Episode 2, that Shibano's offers of help are meaningless since there's nothing he can do. All three of them seem to be pointing out that Shibano says all the right things, but that there's no substance behind them.)
"Shibano-kun," Ooki continues, "the company isn't a commodity. I came this far without having to lay off anyone. I think that should be the very, very, very last measure." Everyone remains silent for a few moments, then Ooki says, "Please revise the plan. you have three months."
***
Back at Horizon, Murata is saying, "Chairman Ooki has terminal cancer. He has three months to live."
Washizu is still silent, listening intently as Nakanobe says, "Just about the time for the stockholders' meeting. There's going to be other people targeting it."
With a look of comprehension filling his face, Alan says, "The challenge comes after the Chairman dies."
Washizu finally speaks, saying, "There's no point to it after he dies. Chairman Ooki is a symbolic figure of post-war Japanese economy. We must do it while he's alive." Alan looks a little surprised, while the others look thoughtful. Washizu rises from his seat and continues, "This will be the greatest deal for Horizon Japan. On our pride, let's restructure Japan."
***
Ooki's maid enters the room carrying a large bouquet of flowers, saying, "Excuse me. Master, you received a get-well bouquet from a Washizu Masahiko-sama."
Shibano looks concerned, while Tsukamoto looks alarmed. (I don't think they knew before that Horizon was targeting Ozora.)
The camera zooms in on the note attached to the bouquet, which reads: "Chairman Ooki, I wish you well. From Washizu with Horizon Investment Works Japan."
***
At Toyo TV, Yuka listens silently as Nonaka says offscreen, "Washizu's company is the leading stockholder for Ozora Electrics at 8.2 percent. They're planning a buyout."
***
At an Ozora board meeting, the board members are shouting angry questions at Shibano and Tsukamoto.
"Why is Horizon Investment buying up our stocks?"
"Are we a prey to the vulture fund?"
"Are they plotting a takeover?"
"President, were you completely oblivious to this?"
"This is no time to be implementing the Phoenix Plan!"
***
A crowd of people on their way to work at the Ozora factory are walking down the street, reading the newspaper headlines with concern. (The headlines weren't translated, but I assume it's about Horizon's potential takeover of Ozora.)
A car horn honks at the crowd, and they move out of the way as the limo carrying Washizu passes by.
***
The parts of a disassembled camera are laid out on the verandah at Ooki's residence. He is examining the lens, turning it over in his hands.
"That's nice, isn't it?" a female voice says.
"Oh," Ooki says. He looks up to see Yuka, who smiles and bows.
"I'm sorry for insisting on seeing you. How are you feeling?"
"Don't worry," Ooki assures her. "The doctors are merely blowing it out of proportion. How are things with the Mishima Factory? Is your mother well?"
"Yes, thank you," Yuka replies. "If you hadn't helped us, my mother and I wouldn't be here."
"Your factory has been a big help to us," Ooki says. "It was mutually beneficial."
"Thank you," Yuka replies politely, though it's clear she still feels indebted to him. (And this is the first time that we realize that the Mishima Factory didn't close down after her father's suicide.)
"By the way," Ooki says, "what kind of man is Washizu with Horizon Investment?"
There is a long pause before Yuka answers hesitantly, "I don't think he's the vulture that people say he is."
"Why do you say that?" Ooki asks.
"Our factory that you saved was his starting point," Yuka replies.
***
Washizu and Alan are riding in the limo, then the scene changes to them meeting with Shibano and Tsukamoto. They shake hands, exchange business cards, and introduce themselves:
"I'm Tsukamoto."
"I'm Washizu with Horizon." To Shibano, Washizu says, "Shibano-san, it's been three years. I didn't expect us to meet again in this situation."
They sit down, and Alan hands out copies of Horizon's restructuring plan to Shibano and Tsukamoto.
"Restructuring plan for Ozora Electrics?" Tsukamoto asks, reading the cover.
"Yes, this was objectively devised as your stockholder," Washizu replies.
Shibano looks through the plan and asks pointedly, "Disposal of the camera lens division? The closing of the related factory?" He looks up and glares at Washizu, who stares back at him, cool and emotionless as always. "The termination of 10,000 employees?"
"The camera lens division is our starting point," Tsukamoto protests. "That is unthinkable."
"I'll get straight to the point," Washizu says bluntly. "The Phoenix Plan is too lax. Terminating 1,000 won't cut it. You're just putting off the issue."
Tsukamoto protests again, "10,000 is a fourth of our employees."
"Forget it," Washizu says dismissively. "I already know that Chairman Ooki makes all the decisions. Will you at least look it over? For today, we'll just take a tour of the factory."
"Let's do that," Alan agrees.
"Just a minute, please!" Tsukamoto objects.
"Is there a problem with touring the company?" Washizu asks. "Horizon is the leading stockholder."
***
In the camera lens division, the employees are talking amongst themselves.
"The corporate raiders are here to tour the factory."
"Why would they be interested in this unprofitable division?"
"They're planning to terminate us, what else?"
"I know that, but--"
They are interrupted by an elderly man, the head of the lens division that we saw earlier during the press conference scene. "Enough talking; get back to work."
"Kato-san, we're really in trouble," one of the younger men protests.
"They're here," someone else says.
Washizu, Alan, and Shibano walk through the factory with an unnamed man who is acting as their guide.
"Who is he?" Washizu asks, glancing at Kato.
"He's Kato, the manager," the guide replies. "He's the only one with a special technician license. He's also working on the lens for the satellite."
Kato looks up from his work to meet Washizu's gaze, then turns his attention back to the lens that he's polishing. After a brief pause, Washizu continues with the tour. Shibano lingers behind, looking at Kato, probably wondering what Washizu's interest in him is.
As they exit the factory, a man dressed in an Ozora worker's uniform runs up to them and tries to hand Washizu a petition. "I"m Sato of the labor union. This is the will of the employees. Even if you buy us out, the employees won't back you."
Washizu ignores him and continues walking, but he and Alan are surrounded by more Ozora employees, who shout at them (well, more at Washizu, who is the public face of Horizon):
"That's right!"
"Leave!"
(Washizu doesn't show a visible reaction, but Alan looks...well, "scared" would be too strong a word, but maybe a little uneasy. They aren't able to move forward without physically pushing through the crowd, and it doesn't seem like they're going to let Washizu leave without getting their point across. Right now, the crowd is just shouting, but the angry mood seems to imply that it could escalate into something more violent.)
A car horn blares loudly as a black car pulls up. The driver gets out to open the passenger door and Ooki steps out.
"It's the Chairman!" the crowd exclaims in surprise. Washizu and Alan look over, also startled. Shibano hurries over to meet Ooki.
The crowd has moved back to make way for Ooki, and Washizu walks forward through the cleared path to meet him.
"Chairman," Shibano says in concern.
"I'm all right," Ooki assures him. He walks forward to meet Washizu, who bows and introduces himself.
"I'm Washizu. It's an honor to meet you."
"So you're Washizu-kun with Horizon," Ooki says.
"Yes," Washizu replies.
"What is your motive?" Ooki asks.
Without hesitation, Washizu replies, "I'm here to save Ozora Electrics."
"Oh really?" Ooki asks, his tone of voice pleasant but skeptical.
"A company is a living being and has a lifespan," Washizu explains. "While alive, it can be saved. However, if nothing is done, it will die. It's just a matter of time. Before that happens, we will save your company."
"I have no intention of relying on your help," Ooki replies.
One side of Washizu's mouth rises in a little half-smile for a moment. "Horizon is the leading stockholder. Chairman, have you forgotten that the company belongs to the stockholders? Horizon is the only one in Japan with the money and power to rebuild your company."
"Mind your own business," Ooki tells him.
He looks over at Shibano, who asks, "Washizu-san, aren't you attending the upcoming stockholders' meeting as the leading stockholder?"
"Yes, of course," Washizu replies.
"Why don't you voice your opinions at that time?" Shibano asks.
(In the background, Alan watches this exchange. My first impression was that he was giving Shibano a hostile look, but that might have been colored by the Washizu/Alan plot bunnies eating my brain. After re-watching the scene a few times, he might just be looking tense due to the situation: the mob of angry workers, along with the Chairman showing up to confront Washizu. Still, at this point, Shibano is getting to be a familiar thorn in Horizon's side. I think I could justify interpreting the look as a glare based on Alan's disgusted "Him again?" comment from Episode 2, when he found out that Shibano was handling Sunday Toys' restructuring.)
"That's true," Ooki agrees. "Let's battle it out at the stockholders' meeting." He turns and gets back into the car.
***
In their limo, Washizu gazes out the window, looking a little concerned while Alan says, sounding impressed, "That was an amazing presence. Does he really have terminal cancer?"
Washizu turns to him and says, "Alan, we'll submit a stockholders' proposal and gather voting rights."
Alan has sort of an "Oh, I get it!" expression on his face, as the Horizon employees often do when Washizu comes up with another brilliant strategy. "A proxy fight? Sounds good." He smiles, looking eager at the idea of a challenge.
"We need all the voting rights we can get at the stockholders' meeting," Washizu tells him. "We'll take the management rights from them." In spite of his confident words, he frowns slightly, still looking concerned.
Meanwhile, in the Chairman's car, Ooki has put on an oxygen mask. The commanding performance that so impressed Alan has obviously taken a toll on him.
***
Washizu is confronted by a crowd of reporters as he and Alan arrive at the Horizon building.
"Washizu-san! Is Ozora Electrics your next target?"
"Please talk to us!"
Unlike previous episodes, Yuka just stares at Washizu silently as he walks by.
They pass the entrance blocked off by the security guards and pause. Alan seems a little shaken by the onslaught of reporters, which is more intense than usual. Washizu turns to him and says, "Let only Toyo TV in."
"Huh?" Alan asks in surprise.
"I'll take her interview," Washizu says. "I'll use the media to my advantage."
Alan goes to get Yuka, and the scene shifts to Washizu and Yuka alone in his office.
Yuka looks at the restructuring plan and asks, "Are you seriously trying to save Ozora Electrics?"
"Chairman Ooki's business model is outdated," Washizu replies with his usual cold logic. "It's ineffective on the world scale and has no benefit. Our work is based on economic behavior. The bottom line is, is it profitable or not? That is the key to saving a company."
"Are you saying that there are no personal feelings involved?" Yuka asks.
"This job can't be done if you let personal feelings in," Washizu replies.
"Then why did you accept an interview from me?" Yuka retorts. There is a long silence with no reply from Washizu. "Are you planning to use me again? Or is it out of guilt from the past?"
Washizu looks shaken by her accusations, and visibly takes a moment to compose himself. "It's because I trust you as a journalist," he finally replies.
There's another silent pause, and Yuka starts flipping through the restructuring plan. She gasps softly when she reaches a certain page. Her eyes in widen in shock as she looks up at Washizu, then looks back down at the page. Washizu obviously notices her reaction, but doesn't comment on it. Yuka struggles to remain calm, but doesn't quite succeed as she says, "The disposal of the camera lens division...is it really necessary?"
She looks up at him, and Washizu replies, "Think calmly. Or do you think that the company can be rebuilt without disposing of it?"
Yuka rides the elevator down after leaving the office, holding the restructuring plan and still looking shaken.
Washizu returns to the conference room, where the other staff are all busy; Alan is speaking on his cell phone in English. He looks up and says, "We should be able to get 20 million shares."
"You can do better," Washizu says curtly, and Alan looks a little put out at being scolded instead of praised. However, he quickly gets back to work and as the scene progresses, can be seen in the background talking on the phone, trying to gather more voting rights.
Murata says, "Ozora Electrics is reluctant to release the stockholders' names."
"Use our legal rights to get the list," Washizu orders.
"Yes, sir," Murata replies.
"Nakanobe-san, I'd like to see a detailed report on the camera lens division," Washizu says.
"Sure," Nakanobe replies, reaching for the report and handing it to Washizu. "This is it."
Washizu looks at the list of subsidiaries and his eyes widen in recognition, looking alarmed and troubled, much as Yuka did in his office. The camera zooms to show that the last name on the list is "Mishima Factory".
There is a brief flashback to President Mishima's funeral, where Yuka was screaming, "Murderer!" at Washizu.
***
At Ozora Electrics, Shibano walks into the employee cafeteria, where he receives cold looks from the people eating there. He walks over to a table where one employee hands him a newspaper article with the headline "LAYOFFS" printed next to a photo of Shibano.
"What is this?" Shibano asks.
"It's being passed around," the employee tells him, and Shibano gets more hostile stares from the crowd.
"Everyone is too irate to work," someone says.
Someone else says, "It sounds as if the lens factory is responsible for the losses, but isn't it management's fault for spending so much on questionable research? The camera lens division is what this company started with. Are you going to cut that out?"
Shibano goes to the restroom, and even there he finds articles and protest flyers taped to the walls. One of them reads "Shibano Takeo's thinking is wrong!" He tears down the flyer, crumpling it in his fist.
(It's interesting that Washizu takes being hated in stride, or at least has learned to endure it without showing a reaction, while Shibano gets emotional. I think the difference is that Shibano thinks of himself as being the good guy, while Washizu is willing to be labeled the bad guy if that's the price he has to pay to accomplish his goals. Besides, vulture funds rarely inspire warm and fuzzy feelings, so he's had several years to get used to it.)
***
Sitting alone in his office at Horizon, Washizu restlessly clicks his pen (much as Shibano did during the Sunday Toys bidding war). He stops and sets it down on his desk when Nakanobe knocks at the door, saying "Excuse me" as he walks in.
He speaks in a grave voice that seems to indicate that he knows about Washizu's past history with the Mishima Factory:
"I checked into it. The factory that was on the disposal list...in 1993, it was on the verge of bankruptcy." Nakanobe lays down the report on Washizu's desk. "When the owner committed suicide, Chairman Ooki came to the rescue. They are currently a subsidiary for Ozora's camera lens division. According to our plan, Mishima Factory is the first to be cut."
***
At the Ooki residence, Shibano bows to the Chairman and says, "I'm sorry."
"You needn't apologize," Ooki tells him, laying down a handwritten protest on top of the other protests and newspaper clippings. "Sorry, but I want you to redo this." The camera zooms in on the Phoenix Plan. Seeing the concerned expression on Shibano's face, he adds, "Is there something you want to say?"
Shibano replies in a quiet voice, "We don't have much time before the stockholders' meeting. Will you tell me exactly what's wrong with it?"
"Do you know how many years it takes to polish the lens skillfully?" Ooki counters, to which Shibano replies, "No."
"Thirty years," Ooki tells him. "We are a manufacturing company. Think long term."
"But...there are divisions that have to be cut out," Shibano argues. "Some blood has to be shed."
"Can you and Tsukamoto understand the impact of that?" Ooki demands. "Are you prepared for it?"
There is a long pause before Shibano replies in a voice shaking with emotion (anxiousness, guilt, remorse?), "I...while at the bank...lost many customers. I started my line of business for those people. However, after I rebuilt Hoshikawa Transport, I started wondering...if my decisions for restructuring were truly correct...and that if anything, I must be resented. I am hoping...to get back on my feet with Ozora Electrics."
***
A "PRIME-11" news broadcast airs on TV.
Yuka reports, "It is the season for stockholders' meetings. This year, the stockholders' meetings present a different meaning to the stockholders."
The screen shows a picture of Ooki and one of Washizu, with a caption that reads "Ozora vs. Horizon".
Yuka continues, "Among them is the proxy fight between Horizon Investment and Ozora Electrics. A proxy fight is a means of obtaining management rights after hostile buyout."
Cut to Horizon, where Aya oversees a number of operators on the phones, presumably trying to gather more votes.
Cut back to Yuka's report: "Horizon Investment proposes as stockholder to appoint eleven officers of its choice on the board."
A chart on the TV screen shows that there are 20 positions total.
"If this goes through, Horizon will have over half the board on its side, and will gain control."
Cut again to Horizon, where employees are filling envelopes to be mailed, again, presumably part of their vote-recruiting campaign.
***
At the Horizon office, Washizu is having a video conference with his boss back in New York, Claris. He sits with his side profile towards the screen, so that he's not looking at it directly.
Claris says angrily, "Rendant is getting impatient! You know the situation we're in with the munitions industry being involved. If you screw this up, it will be the end for us in this business. Don't forget that!"
The screen goes black as he signs out without waiting for a reply. Washizu, looking troubled, gets up from his chair to stare out the window. On the desk, his cell phone rings.
***
Ooki is at home, sitting in a hospital-style bed, scribbling almost frantically as he makes notes on a copy of the Phoenix Plan. He's so intent on his work that he doesn't seem to notice when Washizu arrives and stops just inside the doorway.
"Excuse me," Washizu says, bowing.
"Sorry to call you out," Ooki says. "Have a seat."
Washizu remains standing, staring at Ooki intently, as if to indicate that he's not one of Ozora's employees who have to hop to Ooki's orders or cater to his whims.
"Or we can't talk," Ooki says.
There's another pause before Washizu walks in and takes a seat in front of Ooki's bed. "Why did you call me out of the blue?" he asks. "I thought you wanted to settle it at the stockholders' meeting."
"I had something to ask you," Ooki replies.
"What is it?" Washizu asks.
"I heard what happened between you and the Mishima Factory," Ooki says. "Did you want to start over or did you want to daub your past self? Is that why you targeted Ozora Electrics?"
Washizu seems to take a moment to gather his thoughts before saying, "That's right." He stand up and adds defiantly, "Is that wrong? Ozora Electrics is dying." His manner is still more reserved than most people's would be under the circumstances, but there's a hint of repressed passion and anger in his voice as he continues, "You're the cause of it. The extended family policy is unheard of. You do nothing and are at a standstill. I won't acknowledge someone like that as an administrator." He pauses before saying, "Chairman, even after you die...Ozora Electrics must continue to live."
"Even after I die, huh?" Ooki muses. "Washizu-kun, if you want to start over...don't do anything."
***
The scene changes to Washizu in his limo after leaving the Ooki residence.
***
Shibano and Tsukamoto are in an office going over paperwork. There's a knock at the door and Tsukamoto says, "Come in. How does it look so far?"
His subordinate replies, "Well...fifty-fifty," and Shibano looks worried.
***
At Toyo TV, Nonaka says, "Japan's economy may change after tomorrow's stockholder meeting."
Yuka says nothing, but looks troubled.
***
At the lens factory, Kato is working alone late at night. He looks up to see Ooki and says, "Chairman. How do you feel?"
"Mm," Ooki says noncommittally. "Continue." He walks over to observe Kato working on the lens. "Kato-kun, what kept you polishing the lens for forty years?"
"Chairman, do you remember I was working here the year of the Tokyo Olympics?" Kato replies. "At the opening ceremony you said that polishing the lens was the starting point of this company. I haven't changed since. What has changed is the company."
(This seems to be a quiet rebuke, though one gentler than Washizu's.)
***
Washizu is walking down the street, and stops outside the Mishima Factory. Through the window, he can see Yuka's mother and other employees working. Unlike his usual cold, confident self, he looks shaken and emotional, and seems to be struggling to hold back tears.
He steps on something, and looks down to see that it's a screw. He picks it up, and there's a brief flashback to the funeral scene where Yuka called him a murderer.
Back in the present, he looks at the screw he's holding and seems to come to some sort of resolution with himself as rain begins to fall.
***
A sign reads "STOCKHOLDERS' MEETING" outside the building where the meeting is being held. It's raining.
A limo honks its horn as it makes its way down the street, driving slowly as protesters run alongside and in front of it. Washizu gets out, and someone is waiting with an umbrella to escort him inside. Yuka watches from a short distance away.
Inside the building, the stockholders file into the hall and receive ballots.
***
In a room inside the hall, Shibano walks in and says, "Tsukamoto."
"What's wrong?" Tsukamoto asks.
"The Chairman's condition has changed for the worse," Shibano replies.
"The Chairman..." Tsukamoto repeats, obviously worried.
A reporter overhears this and rushes off to tell his colleagues. Yuka overhears and looks concerned.
As Shibano heads to the meeting, a man rushes up to him, saying, "Shibano-san, the Chairman instructed me to give this to you." He hands Shibano a large envelope.
The scene jumps ahead to a short time later: Shibano and the Ozora board members are seated at a table on the stage in front of the hall of shareholders.
Tsukamoto stands at the podium on the stage, addressing the crowd: "I President/CEO Tsukamoto, will be heading this meeting." He bows. "We will be covering the materials in your hands."
Washizu watches in the audience as Tsukamoto continues his speech. Several of his Horizon employees are sitting on either side of him, including Alan and Aya.
"Chairman Ooki Shozaburo will be absent today. We would appreciate your understanding in this matter."
There's an uproar of surprise and concern from the audience, and among the Ozora factory workers who are watching the meeting on TV. Kato watches silently in the background at the lens factory.
"The first topic is the election of the board members. Regarding the reappointment of the current CEO and the new appointment of Shibano Takeo as Operating Officer...we've received a proposal from the stockholders, so we will deliberate on that. We would like to hear from Horizon-sama who submitted that proposal. Please come forward."
Washizu steps up to a microphone that has been set up below the stage. There is some angry heckling from the audience. He stands silently, head bowed slightly with his eyes closed. (To give the heckling time to die down, or just gathering his thoughts?) After a long pause, he finally looks up and speaks.
"I have here our restructuring plan." He holds it up with one hand. "Ozora Electrics has low sales and profits, and high personnel costs. Many problems can be resolved by hiring foreign laborers." He pauses briefly, then says, "Who cares about this?" He flings the papers into the air, and even his employees look a little surprised. "Ooki Shozaburo, the charismatic figure, has left the stage. Everyone! Please have that awareness."
"Enough!" someone in the audience shouts angrily.
"He was a symbolic figure during Japan's rapid economic growth," Washizu continues. "He was Japan's pride. But that pride is gone."
More angry shouting from the audience: "That's enough! Don't be ridiculous!"
"Will pride bring food to the table?" Washizu asks sharply. "Will pride bring results?" The audience quiets down. "Will it sell products? By being bound by that old custom, the company reached a standstill and suffered an $800 million loss."
***
Cut to a shot of Ooki lying in bed wearing an oxygen mask. The sound of his heavy, labored breathing can be heard.
***
Back at the stockholders' meeting, Washizu continues, "However, that is reality. With Chairman Ooki, the good old system is gone. Ozora Electrics...rather, Japan's companies must be reborn. Everyone, now is the time to cleave a new era as stockholders."
(He usually comes across as cold and emotionless, but it was actually a very passionate speech.)
From the stage, Shibano raises his hand and asks, "May I make a statement?"
"Go ahead," Tsukamoto replies.
Washizu doesn't look pleased, but he steps back to take his seat, and Shibano steps up the podium and bows.
"I'm Shibano, a board member candidate. I would like to state Chairman Ooki Shozaburo's opinion regarding what was just said." The camera cuts to various audience reactions, including Yuka and Washizu. Shibano continues, "The Chairman personally wrote this letter. I believe it would serve as a response to what was just said. I shall read it to you:
"I, Ooki Shozaburo, am ashamed I cannot attend this stockholders' meeting due to illness. Please forgive me. What comes to mind now that I'm bedridden..."
Cut to Ooki in bed, holding a camera lens.
"...is the clear blue sky I saw from my small lens factory post-war. The big blue sky extended endlessly over the war ruins. That was the sky of hope."
Cut to reaction shots of the Ozora employees.
"During the war, I learned how to polish lens at the military factory. Post-war, that lens was used in cameras, so I started a small factory."
Cut to reaction shots of employees at the lens factory.
"Beyond the lens, I could see smiles. There were weary faces...dirty faces...but they all had a look of relief. Beyond the lens, I could definitely feel the people's warm breaths."
The camera slowly zooms in on Kato.
"That was my starting point."
Cut to a flashback of Ooki looking around the lens factory.
"Producing things to bond people is my mission as well as Ozora Electrics' mission. Time will change. Products will change. But the bonds between people will not change. The number on the books isn't everything. If all you want is immediate profits, you can't produce anything worthy."
Cut to a shot of Washizu, listening, expression unreadable.
"Only through long-term accumulated efforts will the spirit to bond people start at Ozora Electrics."
The camera cuts back to Shibano, as he continues to read the letter.
"Someone said a company is a living being."
Washizu looks up, recognizing the words he had spoken to Ooki earlier.
"I agree. The spirit to bond people is at Ozora Electrics. It's that spirit that keeps the company going."
Ooki lies in bed, still gazing at the lens he is holding up above his face. The letter continues, but with Ooki speaking in a voice-over rather than Shibano: "Ozora Electrics is unfortunately faced with a crisis now. I am the very cause of it for letting the flatteries go to my head. I feel deeply responsible. In that respect, I have to deeply apologize to all of you. I don't have long to live." The hand holding the lens slowly falls to rest at Ooki's side on the bed. "But I think that is for the best."
The scene shifts back to Shibano, who resumes reading the letter: "If the employees work together, they can surely..."
A man comes up, whispers something to Shibano, and leaves a paper on the podium. Shibano glances over at Tsukamoto, who looks startled and worried. Washizu looks up at the stage, as does Yuka, probably suspecting the news Shibano has just been given.
Shibano, his voice shaking with emotion, continues reading Ooki's letter: "If the employees work together, they can surely survive the crisis."
Washizu leans forward, lifting his hand to his face, looking thoughtful as he rests his chin on his hand.
"Stockholders, please give them three years. Ozora Electrics will change in three years."
From the lens factory, Kato watches the speech.
"Unfortunately, I won't be able to see that through."
Washizu continues to watch, still looking thoughtful.
"Stockholders, please watch over Ozora on my behalf."
The camera cuts back to Shibano as he continues reading: "Even if I die, the spirit of Ozora Electrics will live."
Finished reading, Shibano continues in his own words, "That is all. Chairman Ooki has just passed away."
Washizu looks up. Then there are reactions shots of first Yuka and then Kato at the lens factory looking concerned by the news.
Shibano says, "I have here the Phoenix Plan that the Chairman revised." As he continues to speak, the camera cuts first to Washizu, then to Tsukamoto, and back to Shibano. "So after the Chairman's death, what do we do? What will cleave the path for us? That is something for every employee to think about as if he were the founder."
The Ozora employees in the audience gaze at Shibano as he continues his impassioned speech.
"Stockholders, please give us three more years. If all the employees work together, Ozora Electrics can make a turnaround!"
Cut to the lens factory employees.
"The dream and hope that Chairman Ooki left with Ozora Electrics will surely be restored."
Cut back to Shibano.
"Stockholders, please...please give us three more years." He walks to the front of the stage, begging desperately, "Please give us three more years! I'm begging you!"
He bows deeply, in an almost perfect 45-degree angle. (Pretty much as low as you can get without getting down on hands and knees.) All of the board members rise from their seats and bow as well.
The audience erupts into applause. (Well, except for the Horizon staff, obviously.) Someone shouts, "Work hard at it!"
In the audience, we catch only a partial glimpse of a man's face, but it's clearly Osamu. He scoffs, "That's some performance," then gets up and leaves.
Tsukamoto says triumphantly, "The first proposal by the stockholders will be dismissed. Any objections?"
"None!" People in the audience shout, and applaud some more.
Washizu is silent for a moment, seeming to ponder his next move. Then he turns to Alan, who is sitting next to him, and says, "Alan, make the TOB arrangements."
("TOB" stands for "takeover bid".)
"Yes, sir," Alan replies, then says in English to other Horizon staffers, "Let's go!" They get up and hurry out of the auditorium.
Washizu leaves alone a little later, and runs into Osamu outside the hall.
"It's been awhile," Osamu says, at Washizu stares at him in surprise. "I'm Nishino Osamu with Hyper Creation. Thank you for that time."
The episode ends with the two them staring at each other.
***
Thoughts on this episode: It's a very moving speech Shibano gives at the end, but it's not clear what changes Ooki made to the Phoenix Plan and whether those changes would be enough to save the company in the long term. After all, as Washizu pointed out, pride doesn't put food on the table or sell products.
And Osamu returns! In the previous episode, he had saved up enough money to start his own business, which has apparently turned into a success. He had also said that he intended to challenge Washizu, and we'll see in the next episode just what he has planned.
There's not much of Alan in this episode, but he plays a bigger role in the next one.