He turned the papers so Victoria could see the three marked exchanges. "They asked whether their judgment would still matter. Each time, we explained how politely we could disregard it."
An executive at the far end of the table drew in a breath. Grant's face tightened. "That's an unfair description of a standard majority-investor protection."
"It may be unfair as a description of your intention," Daniel answered. "It's accurate as a description of the structure in these documents. I'm not saying Bennett needs no protection. I'm saying Mizuhara needs more than the appearance of influence."
Victoria looked at the chairman. "Is he accurately describing your concern?"
"Yes," Watanabe said. "For three months, we have struggled to make this distinction without sounding as though we wanted to retain control over everything. We do not. But if a supplier we have worked with for twenty years is dismissed because someone far away considers its price insufficiently attractive, what should we tell the workers whose families depend on that relationship? If a plant supervisor sees a safety problem, will she be overruled by a financial target she did not help design? Our name remains on the product after the partnership begins. We cannot make responsibility ceremonial."
The room did not leap into agreement. A finance executive named Evan Bell raised a legitimate objection. Bennett's lenders were underwriting the project on the assumption that the company could respond quickly to cost overruns and production failures. A broad mutual-veto provision could jeopardize financing, he said, and a five-year guarantee for every existing supplier would be an invitation to rising costs. Daniel nodded. Those objections deserved attention. He had watched negotiations fail when one side treated the other's real risks as evidence of bad faith.
"Then separate the categories," Daniel suggested. "Day-to-day operating decisions shouldn't require two boards to approve the purchase of a replacement motor. Decisions affecting worker safety, plant closures, the identity of critical suppliers, or a permanent shift in regional strategy are different. Name the reserved matters. Give the joint committee authority over those, define deadlines, and establish a fair process for deadlocks."
Elena was already taking notes. "An escalation mechanism?"
"Yes. With independent expertise when the disagreement concerns technical safety rather than financial preference. And an emergency exception narrow enough that it cannot swallow the rule."
"A company cannot wait forty-eight hours to shut down dangerous equipment," Evan said.
"Of course not. It should be able to shut it down immediately. The question is who must review the response afterward, and whether the emergency justification can be used to permanently remove an entire supplier without scrutiny."
Tanaka's expression changed, almost imperceptibly. Daniel continued by asking him to describe a real incident from Mizuhara's history. Tanaka explained that, five years earlier, a regional supplier had discovered a defect in a sensor component that a global procurement system might have classified as a minor deviation. The supplier's engineer had insisted on stopping shipments despite the financial pressure of missing deadlines. The decision had cost money and prevented a more serious problem. Under the proposed Bennett clause, Tanaka feared that an engineer facing similar pressure could be overruled by someone far removed from the product.