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Chapter 185 - Chapter 185 Securities and Exchange Commission

Mid-August, 1989.

Washington, D.C. — Headquarters of the U.S. Securities and Exchange Commission.

The central AC ducts rumbled, pumping dehumidified air until the large office was nearly freezing.

Dark-gray blinds cut the blinding morning light into pale, sharp bars that slashed across a scratched walnut desk.

A flurry of rapid, chaotic keystrokes broke the silence.

Pages rustled as a wrinkled white cotton shirt — collar open — came into view.

Arthur Vance leaned forward, hands clasped, knuckles pressed against his stubbled chin. His eyes were locked on the massive CRT monitor in front of him. High-frequency scan lines flickered across the screen, and green transaction logs scrolled down like a waterfall, making his pupils brighten and dim in rhythm.

Leather shoes scuffed the synthetic carpet with a dull sound.

A steaming cup of black coffee landed on the walnut desk. The ceramic base hit the wood with a soft thud.

"You've been staring at those logs for eight hours, Arthur."

Charles, the Deputy Director of the SEC's Enforcement Division, pulled over a folding chair and sat.

"The two-week quiet period just ended," Arthur said without looking up, his fingers still hammering Enter. "There are anomalies in the Nasdaq Level 2 data. Subtle, but under the law of large numbers, these high-frequency micro-fluctuations are too deliberate."

Charles leaned toward the screen, watching the tickers jump.

"Two plasma extreme-ultraviolet light source labs in California, and three top-tier precision machine-tool makers in Ohio," Charles read, his brow furrowing. "All asset-heavy, low-liquidity hardware firms. Why the sudden volume spike?"

"Because someone's sweeping up shares," Arthur said.

He pointed at a string of offshore registration locations on the screen.

"Cayman Islands, Virgin Islands, Luxembourg. In the past forty-eight hours, a hundred unrelated shell funds have been buying into those five targets."

"Even more telling: every single account capped its purchase at exactly 4.89% of total shares."

Charles inhaled sharply.

"4.89%."

That was 0.11 percentage points below the 5% disclosure threshold under Section 13(d) of the Securities Exchange Act.

"Textbook umbrella-trust splitting to accumulate shares," Charles said, his voice turning serious. "Shredding capital to dodge regulation — that's Wall Street old-fox behavior. Do we look at Goldman or Morgan Stanley's prop desks?"

"No. Wall Street capital only chases liquid returns," Arthur said, shaking his head.

"Extreme-ultraviolet light sources, multi-axis machine tools... that's foundational semiconductor hardware. Hedge funds have zero interest in boring hardware. The only players with a pathological need for this tech are Japanese semiconductor giants trying to break the COCOM blockade."

He stood, walked to the whiteboard behind him, and grabbed a black marker.

"Japanese industrial giants have the motive. But the traditional Japanese sogo shosha system is rigid. They do overt negotiations. They can't run a Cayman umbrella-trust split."

The marker drew two circles: Japanese Semiconductors and Wall Street Tactics.

Arthur connected them.

"An entity with a Japanese zaibatsu's M&A motives and Wall Street's financial tradecraft."

Black Monday from two years ago flashed in Arthur's mind.

"Charles, remember the account that shorted U.S. options during the '87 crash and pulled billions? The one Wall Street called the 'Ghost of the East'?"

Charles's expression changed. "S.A. Investment?"

"Exactly. Perfect profile match."

Arthur's pen jabbed the whiteboard.

"We need a court injunction now to freeze those offshore accounts," Charles said, standing urgently.

"It won't work," Arthur said.

He turned and tossed the marker onto the desk. The plastic barrel cracked against the walnut.

"Legally, those funds are independent entities. We have zero paper proving 'concerted action.' File for a freeze and we'll get sued by Manhattan's top firms for interfering with free trade. If we lose, it's hundreds of millions in damages and a diplomatic incident."

Charles stopped.

"So we watch them hollow out America's tech base?"

"We can't win on securities law alone," Arthur said.

He crumpled a used tissue, eyes cold as a vulture's.

"Since this touches EUV light sources and precision multi-axis machine tools, it hits the COCOM embargo line. We go through the Committee on Foreign Investment in the United States — CFIUS. Say 'national security' and the courts step aside for Enforcement."

"But we still need corroboration to start CFIUS," Charles reminded him.

"Which is why I'm not going to court yet," Arthur said.

He grabbed his dark-gray suit jacket and strode for the oak door.

"I'm going to knock on a door."

"I'm going to rattle the rat in Manhattan. People make mistakes when they're scared. If they panic and move money or cancel orders, I'll catch the link."

His heels clicked against the terrazzo hallway, a dull echo.

Target: New York.

...

New York, Midtown Manhattan.

Inside S.A. Investment's penthouse office, floor-to-ceiling windows framed Central Park's greenery and the skyline. Sunlight laid a warm gold across the floor.

Frank sat behind a massive mahogany desk. He held a sterling-silver letter opener, calmly slitting a stack of offshore trust statements from Luxembourg.

The silver blade whispered across the thick kraft envelope: shhh.

The brass intercom on the desk suddenly beeped urgently. A red light flickered on the wood grain.

Frank tapped the button.

"Speak."

"Mr. Frank." The receptionist's voice came through, tight with panic despite the electronic filter. "Officer Arthur Vance from the SEC is here with two federal agents. They forced the private elevator. Security couldn't stop them."

Frank's finger paused on the button.

Arthur Vance. Senior Investigator, SEC Enforcement. Ex-CFIUS.

Only forty-eight hours since the Cayman accounts finished round one, and the Washington hound was at the door.

No formal legal inquiry. Only two agents. No federal search warrant for a full seizure. An irregular escalation. The SEC's hand was weak.

They had no hard evidence linking the offshore funds. This was psychological pressure — unannounced intimidation to make S.A. Investment panic and move money, exposing the network.

"Why the panic?" Frank said, his voice steady over the intercom.

"Notify the chief counsel. Bring the highest-level NDAs and wait in the conference room next door. No one enters my office without my permission." He looked at the mahogany door. "Send in three cups of fresh Mandheling black coffee."

"Yes, sir."

Frank released the button. The beeping stopped.

He tossed the silver letter opener onto the desk. The metal handle cracked against the mahogany.

He stood, tugged his suit jacket smooth, and walked steadily to the bar by the window. His right hand took a Baccarat flute; his left tilted a bottle.

Pale-gold Dom Pérignon flowed in.

Fine bubbles rose from the bottom and popped at the surface.

Facing the window, he had Manhattan at his feet.

Ding.

The private elevator doors slid open with a soft mechanical sound.

Arthur Vance stepped out with two expressionless federal agents. Their heavy soles thudded on the polished Italian marble, each step echoing in the lobby.

Frank held his flute and turned slowly as the footsteps approached.

Sunlight hit his tailored suit. He wore an impeccable business smile and raised his glass in a slight nod to the visitors.

"Director Vance, welcome to New York," Frank said, his tone leisurely, almost hospitable. "I've heard of your reputation. Your methods at CFIUS are famous on Wall Street."

Arthur ignored the pleasantries. He crossed the office straight to the windows.

His eyes locked on Frank's.

"One hundred shell funds in the Caymans and Luxembourg," Arthur said rapidly, voice sharp.

"Precisely dodging the five percent disclosure line while accumulating shares in EUV light-source and multi-axis machine-tool firms. Mr. Frank, your umbrella-trust performance was brilliant."

Frank's smile didn't waver.

He walked to the mahogany desk and set his flute on a cork coaster. It met the cork with a soft, muffled sound.

"Director Vance, I don't understand your accusation," Frank said.

He folded his hands and leaned forward slightly, meeting Arthur's stare.

"S.A. Investment strictly follows federal securities law. All capital flows and equity purchases are compliant. If you have concerns about free-market trading, you're welcome to seek a formal warrant from the Southern District of New York. Bursting into the private office of a tax-paying enterprise with agents violates procedural justice."

Arthur turned his head, scanning the neat bank statements on the desk.

"Standard securities law can't handle Wall Street sleight of hand," Arthur said.

He planted both hands on the mahogany and leaned in, closing the distance aggressively.

"But your trades involve semiconductor EUV light sources and precision multi-axis machine tools. That trips the COCOM embargo line. Once we file with the court and invoke CFIUS special concern..."

He stared at Frank.

"The SEC will freeze those tens of billions in offshore funds in the name of national security. Anyone trying to steal core American technology won't get a cent out."

The office went dead silent.

The AC vents hummed.

Frank picked up the sterling-silver letter opener.

His fingers traced the blade reflecting the sky. One eyebrow lifted.

"National security? Versatile excuse."

Frank set the letter opener down flat. The metal clattered crisply on the wood.

"Director Vance, if you had hard evidence of connection, or a judge's freeze order, you'd be seizing this place and taking every ledger. Not standing here trying psychological pressure."

He leaned back in his leather chair and gestured go ahead.

"Without a search warrant, S.A. Group's legal team awaits your subpoena."

Arthur straightened. He gave Frank a long look.

He reached into his suit and pulled out a business card embossed with a gold national emblem.

His wrist flicked.

The card slapped onto the solid wood with a sharp sound.

"See you in court, Mr. Frank."

Arthur turned and left with the two agents. Their shoes thudded on the marble, the sound fading down the hall. The elevator closed with a ding, and all noise was sealed out by the blast doors.

...

Tokyo, Marunouchi.

Saionji Industries Headquarters, top-floor encrypted comms room.

Under the dim yellow spotlight, the red secure phone at the corner of the solid-wood table flashed rapidly. The piercing light pulsed on the dark surface.

Alerted, Satsuki arrived and hit the speakerphone.

"Boss."

Frank's voice came through, electronic noise riding under his steady breathing.

"Arthur Vance from the SEC just left Manhattan. He's identified the capital-splitting method and has us targeted."

Paper rustled on the line.

"But I believe he lacks hard evidence, so he'll use CFIUS, citing 'persons acting in concert' and COCOM to apply administrative pressure. The current legal firewall handles routine securities probes. If the SEC pushes for a national-security freeze, Manhattan legal can only delay. During that window, tens of billions offshore could be locked."

"Advise next move."

Only white noise filled the comms room.

Satsuki sat in the wide leather swivel chair. Her right index finger landed on the solid wood.

The pad lifted, then fell.

Tap, tap, tap.

The tapping was steady and rhythmic, cutting through the noise.

Her mind ran scenarios through the white noise.

Retreating was suicide. The hounds had the scent. Cancel orders to reduce risk and the abnormal flow paths become hard evidence linking all funds. A CFIUS freeze would follow. Not only would the offshore billions be locked, but the Basement Level 4 semiconductor puzzle would shut down.

She had to redirect Washington's attention.

The U.S. was overwhelming force. You don't fight force with force. You borrow it.

Memory from her past life surfaced. Same autumn, 1989. In the original timeline, Sony spent billions to buy Columbia Pictures. That cross-border deal triggered American panic about "Japan buying America's soul."

A perfect, ready-made script.

Intercept it early. Throw a bigger, more provocative piece of meat into the hunting ground.

Once an arrogant Hollywood acquisition broke, American media, public, and Congress would fixate on the studio. Under that roar, regulators would be swamped. The scattered accounts buying boring machine tools in the Nasdaq's plumbing would gain perfect cover.

The tapping stopped.

Her eyes settled on the world map. She moved from Washington to Los Angeles.

"Frank," Satsuki said, her voice clear and cold through the speaker. "Do not stop the offshore accumulation. Continue operating in the dark. No cancellations."

A faint "Roger" came from Frank.

"Meanwhile," Satsuki said, turning her wrist slightly.

"In the name of 'S.A. Entertainment,' issue a full acquisition offer for Hollywood's 'Columbia Pictures.'"

"Offer five billion dollars. Cash."

The speaker went quiet for two seconds. A slight hitch in breathing.

"Five billion dollars cash. Understood," Frank said. His voice was steady but half a beat slower. "PR and M&A legal will engage immediately."

"We exploit America's extreme fear and xenophobia about Japanese capital invasion," Satsuki said.

She leaned back, eyes still on Los Angeles.

"Give them a massive, eye-catching target. Once this Hollywood deal breaks, American media, public, and Capitol Hill will lock onto that studio brand."

"Under that deafening protest, Washington's attention will pull completely off a few dozen dispersed accounts buying boring machine tools."

"I understand."

Satsuki reached out and hit the red end-call button.

Click.

The electrical noise vanished. White noise reclaimed the room.

She stood and smoothed her skirt with both hands.

Her shoes stepped on the anti-static floor as she walked to the door. She pushed the heavy lead-lined door open with both hands.

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