The Economics Research Department activity room was much quieter than usual.
When Satsuki pushed the door open, the first thing she saw was a row of suits.
Tsuchiya and the few people who followed him sat on the side against the wall.
The chairs in the activity room were originally meant for college students, and after a few slightly plump middle-aged men sat in them, they appeared somewhat cramped.
On the table were also the previous issue's department bulletin, a few economic magazines, and a box of biscuits left over by someone whose identity was unknown, placed together with those thick security data bags beside them, looking exceptionally strange.
There were originally a few department members in the room.
Probably unable to bear this atmosphere, now only one person was left sorting data in the innermost part.
Seeing Satsuki come in, he visibly heaved a sigh of relief, gathered his belongings, and tactfully slipped out through another door.
Satsuki glanced at him.
It seemed that she, this nominal department member, had probably created a lot of pressure for the research department today.
Tsuchiya had already stood up from his chair.
"Miss Saionji."
"Sorry to keep you all waiting."
Satsuki handed her bag to Chizuru and sat down on the other side of the long table.
"The conversation just now took a bit longer than expected."
"We came here on short notice in the first place, so being able to wait for you is already very good."
Tsuchiya also sat back down.
"I had people bring all the materials Sanyo can currently compile. If you are willing, we can start with the capital structure and existing business."
As he spoke, the lawyer beside him had already pushed the topmost document folder to the front of the table.
Satsuki glanced at it, but reached out to press down on the document folder.
"Look at these later."
Tsuchiya's hand paused at the edge of the table.
Satsuki looked at him.
"Mr. Tsuchiya, let me ask a few questions unrelated to price first."
"Please go ahead."
"If Saionji acquires Sanyo and the name Sanyo Securities disappears, can you accept it?"
Tsuchiya did not seem to expect the first question to be this.
He slightly adjusted his sitting posture before speaking:
"If you ask me whether I have feelings for it, of course I do. After returning from Nomura, I stayed at Sanyo for many years, and many people in the company now were personally recruited by me."
"However, keeping the name does not help the securities business itself much. If, after merging into Saionji, it is necessary to unify the brand or rebuild the corporate image, I will not oppose it just for the sake of the two words 'Sanyo'."
It was a very complete answer.
Satsuki continued to ask:
"What about the position of president?"
Tsuchiya smiled this time.
"Miss Saionji, I have already put operational control on the table today. If I still insist that the president must be me, then handing over this control shows very little sincerity."
"I can continue to be in charge of the business, or change to another position. If you find someone more suitable than me to manage the company, I will accept his arrangements."
Satsuki's fingers lightly touched the edge of the document folder.
These questions were not difficult.
A person who had already decided to sell the company could easily give a pretty answer.
So she changed direction.
"Alright."
"Then, Mr. Tsuchiya, tell me now: what are the three least worthwhile aspects of Sanyo to buy?"
The side of the table quieted down.
The executive director beside him subconsciously looked at Tsuchiya, and the head of finance also raised his head.
For today's meeting, they had organized everything they could think of as much as possible.
Sanyo's investment in the trading system over the years, existing corporate clients, securities business license, Tokyo Stock Exchange qualification, trading scale, and employee composition, and even how long it would take Saionji to complete integration and re-expand operations after taking over, they had prepared corresponding materials for all of them.
After all, they were here to strive for Saionji to acquire Sanyo.
All the way here, they had been thinking about how to prove that Sanyo was worth buying, which businesses could be put to use immediately, and what things other candidate securities firms could not provide at the same time.
The only thing they had not prepared was a document titled "Why You Should Not Buy Sanyo."
Tsuchiya looked at Satsuki.
"To what extent do you want to hear?"
"Mr. Tsuchiya said at the school gate just now that if there is a problem with the accounts, flip through the accounts; if there is a problem with the people, change the people."
Satsuki's tone was very calm.
"I want you to persuade me 'not to buy Sanyo'."
The atmosphere in the room suddenly changed, and all of Sanyo's people could not help casting sidelong glances at Tsuchiya.
Tsuchiya looked at Satsuki and fell silent.
Praising one's own firm was actually very simple.
Sanyo had a complete securities business license, Tokyo Stock Exchange qualification, a trading and settlement system that had been running for many years, and the computer system he had insisted on investing in all these years.
As long as he was willing, he could sit here and talk for an hour, telling Satsuki what Sanyo had that made it worth Saionji buying.
Even if he were asked to say a few flaws of Sanyo, it would not be difficult.
Operating costs were slightly high, the efficiency of some business outlets had declined, and proprietary trading income was not as stable as before after the market turned bad.
Picking out these universally known problems and adding a sentence "it needs improvement in the future" could equally answer Satsuki's question just now.
But that was not truly analyzing Sanyo.
People always subconsciously magnify their own advantages and ignore their own shortcomings.
Tsuchiya asked himself in his heart, and he was actually the same.
In recent years, he had thought about how Sanyo should develop in the future, how to strengthen the system, how to control costs, and how the company should hold on if the market continued to slump.
But he had never asked himself—
If today he were not the president of Sanyo, but someone preparing to spend money to acquire it, what on earth was there about this company that would make him unwilling to buy it?
Thinking of this, Tsuchiya lowered his head and looked at the few document folders on the table.
The few people beside him made no sound.
After more than ten seconds, he raised his head again.
"First is affiliated companies."
He finally spoke.
"During the hottest years of the bubble, the financial firms around securities companies expanded too fast. At that time, assets seemed to have sufficient collateral, but when revalued now, the margin of safety is no longer as large as before."
The expression of the finance head beside him changed slightly.
But Tsuchiya continued.
"Currently, there are no large losses sufficient to affect Sanyo's normal operations, but if land prices and stocks continue to fall, this part will run into problems earlier than the securities entity itself."
"Especially some financing that relies on asset prices to maintain credit, I hope that when Saionji audits, it directly redoes it according to a lower valuation and does not continue to use last year's figures."
Satsuki looked at him and nodded slightly.
"And the second?"
"Proprietary trading."
Tsuchiya clasped his hands together on the desktop.
"In the past few years, stock prices have been rising. Securities firms holding stocks themselves not only make money from trades, but their book investment returns also look very good. Sanyo also increased its proprietary positions a lot back then."
"However, starting last year, the market has changed from before. After stock prices continue to fall, these positions that could originally bring returns are now continuously occupying the company's funds and also bearing the risk of further depreciation."
"If we continue to wait for the market to recover, maybe it will come back. But now I am no longer very willing to gamble the company's capital on this 'maybe'."
He paused.
"If Saionji takes over, I suggest that during the due diligence, the realizable parts should be reclassified simultaneously; rather confirm the losses than keep the risks hanging there."
"Third?"
"Clients."
This answer made Satsuki give him an extra glance.
As if knowing what she was thinking, Tsuchiya continued to explain:
"The clients I mentioned are not ordinary personal accounts."
"In the past few years, the entire industry has relied too heavily on the personal relationships between sales staff and major clients. In order to retain trades, some conditions were given too leniently, and there were also some dealings that now, looking back, were inappropriate."
"The affairs of Nomura and Nikko have already proven that this set of practices will become increasingly dangerous going forward."
"If Saionji truly takes over Sanyo, these clients cannot continue to be retained as they are just because their trading volume is large. Those that need to be re-examined should be re-examined, and those that need to be cut off should be cut off."
Speaking to this point, Tsuchiya gently breathed out a sigh of relief.
Just now when Satsuki asked him to persuade her "not to buy Sanyo", he still felt this question was hard to answer.
But after truly speaking out about the three items—affiliated companies, proprietary trading, and clients—he discovered that many of these problems had actually been placed there all along; it was just that he himself in the past had always been thinking about how to keep operating, and rarely re-examined everything from beginning to end like this.
"Generally speaking, it is these three aspects."
Tsuchiya looked at Satsuki again.
"The risks of affiliated companies must be re-investigated, proprietary positions must be dealt with as soon as possible, and those problematic client relationships from the past must also be re-examined. If Saionji takes over Sanyo, I believe these things should be done first."
After hearing this, Satsuki lowered her head and glanced at the document folder she was holding down.
The three items Tsuchiya just mentioned were basically consistent with what he mentioned at the school gate. However, this time, he had specifically stated the problems and also given his own handling opinions.
"What if we investigate according to the method Mr. Tsuchiya said, and finally find that Sanyo's problems are much more serious than you currently estimate?"
Tsuchiya looked up at her.
"Saionji can still buy Sanyo, but after the control is handed over, you must stay."
Satsuki pushed the document folder on the table back in front of him.
"What I mean by staying is not retaining the position of honorary director, nor is it retiring after finishing a half-year handover. Affiliated companies, proprietary positions, and those special clients from the past must all be handled by you in cooperation with Saionji's people."
"I will not guarantee your position right now either. Whether you will continue to serve as president after the acquisition and whether the name Sanyo will be retained will all be decided after integration."
Satsuki looked at Tsuchiya.
"In other words, after you sell the company to Saionji, you can neither leave immediately nor guarantee that you can continue being the current president."
"Under such conditions, is Mr. Tsuchiya still willing to sell?"
The few people beside them all quieted down.
Tsuchiya lowered his head and looked at the document folder in front of him.
After a moment, he reached out and straightened it again.
"Miss Saionji."
"If I just wanted to find someone today to take over Sanyo's troubles, what I should talk about most is the acquisition price, and I should also ask you to retain my treatment after the delivery, and then quickly write the retirement arrangement into the contract."
His speaking speed was not fast.
The obvious sense of urgency after chasing all the way to the school had faded a lot by this time instead.
"But the reason I found you today is because I still want to continue doing securities."
"I believe that the changes currently happening in Japan's securities industry are only just beginning. Personal computers will continue to become popular, trading information will become faster and faster, and the way securities firms rely on sales staff to maintain relationships house by house will sooner or later be squeezed out to a large extent by new systems."
"Whether these judgments are right or wrong, I also want to see them with my own eyes."
Tsuchiya raised his head.
"Therefore, if Saionji is willing to give me such an opportunity, I will stay."
"The president's position can be given to others, and the name Sanyo can also be withdrawn."
"Since the past accounts were left behind by our management team, let me and your people clear them out."
Speaking to this point, he paused.
"If it turns out in the end that my judgment of Sanyo today is wildly wrong, and Saionji thinks I am not suitable to continue, making me leave at that time, I will accept it."
Satsuki looked at him.
The two boxes the professor drew on the paper just now suddenly surfaced in her mind again.
Hand the choice over to the other party.
Let different people walk toward different answers on their own.
Tsuchiya had already chosen.
And even more decisively than she had originally anticipated.
"There is one more question."
Satsuki leaned back against the chair back again.
"Since you saw these so early, why did you let Sanyo continue to bear those risks in the past?"
This time, the expression on Tsuchiya's face was somewhat awkward.
"Because I only truly figured it out recently."
"Last year I still felt that the market was just adjusting, and as long as Sanyo controlled costs and continued to strengthen system investment, it could always wait for the market to come back."
"By this year, more and more things started not matching up. Trading volume, client attitudes, financing environment, and the events that happened at Nomura and Nikko these past few days."
Tsuchiya gave a wry smile.
"It is hard for people to admit that the old methods have failed while they are still making money. I am the same."
"So if you ask me whether I saw all these things clearly long ago, I cannot say that."
"I just stopped a little bit earlier than continuing to wait."
A hint of a smile slowly appeared on Satsuki's lips.
This answer satisfied her even more than a sentence like "I foresaw this long ago."
A securities firm president who had truly experienced the bubble era suddenly possessing judgments decades ahead of his time in 1991—that would be worth doubting.
Being able to admit a few years earlier that the direction had changed, before things truly rotted beyond repair, was already enough to prove that he was sufficiently valuable.
Especially since this person was also willing to wager himself along with it.
Satsuki reached out and pulled that document folder in front of herself.
This time, she undid the button string on it.
Seeing this action, Tsuchiya's shoulders could not help relaxing a bit.
"The acquisition price will not be discussed today."
Satsuki said while opening the first page:
"Saionji's people will enter Sanyo tomorrow to do due diligence. Finance, legal affairs, settlement, and systems will all be investigated, and affiliated companies must also provide materials together."
"List any known risks right now. If after tomorrow it is discovered that there is something you knew today but intentionally did not say, this negotiation ends here."
Tsuchiya nodded.
"Okay."
"As for the other candidate firms..."
Satsuki looked at Chizuru.
Chizuru had already taken out the notebook she carried with her.
"Tell the Securities Preparation Team."
Satsuki thought for a moment.
"Suspend for three days first."
Chizuru raised her head.
"All of them?"
"Mhm."
Satsuki looked at Tsuchiya again.
"Three days to investigate Sanyo first."
"If the book conditions are roughly consistent with what Mr. Tsuchiya said today, Saionji will not waste time knocking on other people's doors anymore."
Tsuchiya sat there, as if confirming whether he had heard wrong.
He started thinking from last night, convened people this morning, then found the group from Saionji Main Residence, and all the way found Gakushuin, standing outside the school gate for over an hour.
At the very beginning, he just wanted to strive for a negotiation.
Now, Saionji was already prepared to suspend contact with other candidate companies.
Satsuki flipped through Sanyo Securities' capital structure table.
"Mr. Tsuchiya."
Tsuchiya came back to his senses.
"Yes."
"You said outside the school gate today that you only hoped I would give Sanyo a chance to sit at the negotiating table."
Satsuki raised her eyes, her face once again wearing that very natural smile.
"Now it is different."
"Starting tomorrow, Saionji's people will enter Sanyo."
"Whether we can keep this securities license next, and whether we can turn it into Saionji's own gateway, depends on what you prepare to let us see."
Tsuchiya looked at her, and after a moment, he also smiled.
"You will see everything."
Satsuki looked at Tsuchiya for a moment and nodded gently.
"Alright, then I will wait and see."
She lowered her head and continued browsing the documents in her hand.
Whether the acquisition would finally proceed would have to wait until Saionji's people entered Sanyo to decide.
But after today's conversation, Sanyo was no longer just a name on the candidate list similar to other securities firms.
Many years later, Tsuchiya would become one of the most important managers in Saionji's financial system.
The name Sanyo Securities would gradually disappear in subsequent integration, and its license, personnel, clients, and trading system would all be merged into the newly established Saionji Securities, becoming the earliest core part of this financial institution that later developed into one of the world's largest securities companies.
And all of this started from Yoichi Tsuchiya taking the initiative to run to Gakushuin and intercept a young girl on this afternoon in June 1991.