In this chapter of Minority Shareholders, I continue the story of Norio Takano. He is not a specific person; he is a character created for my book out of some high rollers who had existed during the bubble period.
As a young lawyer, I witnessed the generation of enormous wealth from scratch. A minority shareholder of a family company brought an action to the court and succeeded in taking hundreds and thousands of yen. I saw it firsthand. Ten years after the bubble popped, I started work related to corporate governance. In this book, my fictional characters tell the story of problems that persist in joint-stock corporations. What is an organization called a company? What if Norio Takano were reborn in this era?
This story is a work of fiction. Any resemblance to actual characters or organizations is entirely coincidental and unintentional. ー Shin Ushijima
Read earlier chapters of the series.
CHAPTER 28: Wife of the President
Continuing from Chapter 27: Keisuke Kajita is reflecting on his situation in the office of the president of Mukoujima Transport. He has locked himself in, after abruptly leaving the annual shareholders meeting. {Whether or not I have kept doing wrong…I want the people of the world to judge this by the so-called norm of the world….
{Shall I ask a lawyer? It's the latest trend that the rules and even ethics of this world are in the hands of lawyers.
{Shall I confess what actually happened as honestly as possible to that lawyer, Mr Toshitake Maehara, and ask him to judge me? It's like having a third-party committee with one member investigate the scandals of Kensuke Kajita.
{If I'm judged to be corrupt, I have to brace myself for whatever will ensue.}
"Sensei, I called Auntie Saori and asked her why she had been privy to that scandal. She told me your name. She also agreed to me seeing you."
Shino Kajita was seated in a meeting room at Tadashi Ooki's law firm. It was exactly the same chair in which Norio Takano had been seated. Across from her were Ooki and Miwako Tsujita.
"All that my aunt said at the general shareholders' meeting is true, isn't it? You know everything, don't you? Yes, of course, you do, since it was all researched by this law firm, right? The lawyers here are amazing. I have looked through all the documents and found that the documents including the accounting records had been thoroughly analyzed and sorted out. It's just incredible."
The Day After the Shareholders' Meeting
The following day after the general shareholders' meeting, Shino Kajita had called Ooki.
She had said that she would like to talk to him as a shareholder of Mukoujima Transport and asked him to listen to her as someone in the same position as Saori Mitsuda. Shino Kajita had said, "I got your name from my aunt."
According to her, she agreed with her aunt as to the proposal of dismissal as well as to her statement as a shareholder at the general shareholders' meeting. Shino was eager to revive the business of the company together with Saori Mitsuda.
She had thought that the first step to rebuilding the company was to oust the president. And therefore she had wanted to meet Ooki to talk about that. She had said casually that she was already determined to remove her husband.
"I've always put my company above anything else in my life. I believe that is all that I can do to keep alive the wishes of the founder, Sakujiro Mitsuda. He still stands as the most important person to me because he helped me grow as a person. And I had believed, without a doubt, that my husband had shared the same thought.
"So, I left everything to him. But I had been duped all that while. He had kept a different life from me. I had never dreamed that would happen. I had trusted him, so I had entrusted him with the business of the company as president."
Owner of the Company
The implication was clear that she was the owner of the company and her husband was nothing but an employed president.
"Sensei, I'm sixty-five now. Even though my husband has another woman, it's not a shock to me. This was not his first time. The first time was really a mess. But he made profuse apologies. That was it. It happened a long time ago.
"The thing is, it's totally different this time. He has a child born out of wedlock, an eight-year-old girl. I remember very well my children at the age of eight. I would keep my nose to the grindstone to do my accounting job at the company during working hours and hurry home to look after the home and my children. My husband never lifted a finger."
"It must have been tough."
"It really was. Sensei, is every man like him?"
Looking Tsujita in the face, sitting next to him, Ooki said, "No, not necessarily. It depends on the person." He tried to give her a vague answer.
Tsujita was driven to interject. "I'm afraid I'm not so familiar with men. I have a child, but I've never been married. You married him because you two loved each other, right? It should not have been a marriage forced by somebody else."
A Pair of Eight-Year-Olds
Ooki wore a calming smile. Relieved at his smile, Shino Kajita opened her mouth again. She said in a much calmer voice, "My daughter was once eight, but now she has a child, who is my grandchild. And of course my husband's, too.
"My grandchild is just eight now and is called Mayo. That girl, whom my husband had by another woman, is called Makie, isn't she? For the life of me, I can't help feeling as though the girl were my child, I mean my granddaughter. It's strange, isn't it, Sensei?"
She spoke without expecting a response from either Ooki or Tsujita. She continued, "But I cannot forgive my husband. Not because he cheated on me but because he betrayed the company. It is unbelievable that he embezzled money from the company that the founder, Sakujiro Mitsuda, treasured so much. I just wish he had used his own money for fooling around."
"But Mr Kensuke Kajita had no other way to make money to his name except to take money from the company, did he?" Tsujita asked in a detached tone. Shino replied as if it were not her concern, "Well, you're right. He had no way to earn money on his own…strangely enough.
"Then, Sensei, am I to blame? Was I a bad wife because I didn't give him money to fool around? But who in this world could give their husband money to have a paramour?"
"Well, I guess you could say that." Ooki took the words out of Tsujita's mouth. He had a grave look on his face.
An Interest in Ousting the President
"Mrs Kajita, I guess you are here to talk to me as a shareholder of the company. That's why I am here to see you. If you are here as executive director of the company, I am afraid there is nothing we can help you. That is because Mukoujima Transport is adverse to our client, Mrs Saori Mitsuda, a shareholder of your company.
"I am here to talk to you because you said that you would like to run the company fairly from all accounts in cooperation with the other shareholders. Our purpose should be the same, that is, proper management to benefit everyone in the company."
"You can be sure that I am fully convinced of what you said. As a shareholder, I am here and I would like you to advise me how to oust the president, Kensuke Kajita, from Mukoujima Transport. And how to rebuild the company after that.
"Instead of running the company at will as owner, I would like to rebuild the company so that every person concerned and every stakeholder can benefit from the company on an equitable basis."
Then, with a mischievous look on her face, she added in a wicked voice, "I won't use any money from the company to pay you. I will use my own money since I have asked you just as a shareholder to do some work for me. You have my word on this."
Who Owns Mukoujima Transport
"By the way, what percentage stake does Mr Kensuke Kajita own?" Ooki asked.
"He has little to his name. Me, neither. Most of the 51% stake belongs to an asset management company called Mukoujima Real Estate, which is owned by my family alone.
The asset management company is composed of three companies: part 1, part 2 and part 3. My husband is the president of these three companies, and my husband, my children and I are the shareholders of the three companies."
"I see, and what percentage of shares of the three companies does each of you own?"
"I own 33.7%, and my husband owns 17.3%, making it 51% in total. And each of my three children owns 16.33%."
"And who are your children going to take sides with?" Tsujita asked.
"It goes without saying they are all on my side." Shino snapped as if to say that it was a nonsense question.
"I see. Anyway, if one of your children takes sides with you, you would obtain a majority stake. If you become the president of those three companies in place of Mr Kensuke Kajita, you can take complete control of Mukoujima Transport," Ooki confirmed.
He couldn't help explaining it. He found that the position of Kensuke Kajita was much weaker than he had predicted. Though he was the president, the boat he rode turned out to be made of mud. No wonder Shino had a firm sense of confidence that she was the real owner.
That explained more about his position than just a husband who had let his wife run his life and had never distinguished himself in life.
Another Board of Directors' Meeting
"Then you are bound to convene a board of directors' meeting of each of these three companies."
"A board of directors' meeting? No need."
"That is the law." Tsujita snapped.
"Well, if you say so. But I have to send him to hell. Otherwise, I cannot face Sakujiro Mitsuda when I meet him in the next life."
"Why do you go to such extremes?" Ooki wanted to ask her. "What in the world does hell mean to humans? Does it exist in the next life or in this world?"
He almost asked these questions but stopped himself. Instead, he said with a laugh, "You've mentioned hell, but this is happening under the sun. I guess it's possible to disassociate him from the company. You can also claim damages against him."
Ooki asked, "Do you not have any problems with the management of the company? You have your employees and tenants."
"There are a number of people who are capable enough to take his place. It's just a small company that leases out real estate, so anyone who knows a bit of the world can be the president of our company. Sakujiro Mitsuda used to say so when he was alive," Shino said casually.
"That said, he was my one true husband." Her tone was lonely.
Married to the Company
She must be depressed, Ooki thought. It was close to forty years since she had married him at the age of twenty-six. It was natural that she should have had a deep emotional attachment to her husband.
{Even so, the woman before my eyes only shows concern for the company. The company…business corporation… organization… gathering of people… something beyond the individual that exists there. She seems to have some emotions bottled up. I wonder what makes her awash with feelings for the founder himself… the individual that founded the organization he was….}
A question arose in his mind…as to the relationship between organization and individual.
Moving Mukoujima Transport Into the Future
Young lawyers in Ooki's firm got rolling full steam. Five lawyers were summoned.
Shino Kajita had said that she wanted to employ an outside director. It was the desire of Saori Mitsuda, too. Originally, it was what Ooki and Takano had conceived.
Intervention by independent outside directors is required especially for family companies and unlisted companies in which the owner president has too much power. In order to cater to the interests of the stakeholders except for the owner, directors who do not concede to the will of the owner president should be strongly sought after in a company.
But in reality, it is not easy.
And Ooki felt the same way. Even listed companies are criticized for employing outside directors just for the sake of meeting requirements. The reality is that there is a shortage of personnel suitable to be outside directors. Shino began speaking.
"I think that Mukoujima Transport should be managed by a third person from now on. If any of the family members becomes the owner, he would be inclined to rest on his laurels. It's not his own company, but he's fooled into thinking that he's the only one that exists in the company. He never spares a thought for the other shareholders.
"We have not only shareholders but also employees. Client companies are also important. Though we lease real estate to our tenants, they are also very important to us. A small real estate company like us needs to be sensitive to the needs and wants of our tenants. Otherwise, it's difficult to survive this dog-eat-dog world.
"As the owner and as a shareholder controlling the company, I will remain as a director, but I will distance myself from the management as I've done so up to now."
Shino's Vision
"If I were involved in the management, I would poke my nose in where it is not wanted. In such a case, everyone in the company would have no choice but to defer to me. But it wouldn't do any good for the company.
I don't think this company means the world to me. It may depend on how one thinks. If I consider this company as a reflection of my life, it becomes dear to me. I could hardly think of parting with it. I've invested all my feelings and energy into it, and I'm the most powerful individual in the company. I have confidence in it.
"Even though I've grown old, I love the company more than anyone else. I have confidence. No, maybe I have too much.
"It is such a small company, but it is infused with the life of each person working there. I would like the company to be one where all the employees can believe that they have had their lives fulfilled. So I would like to have such a director that is completely independent of the management of the company.
"My subordinates will take care of the management, so I need an independent outside director to oversee the management. A person who cares for me, for the company, for the shareholders other than me, and for all the other things about the company."
Shino Kajita closed her mouth and glanced at Ooki and Tsujita as though comparing them. And then she said helplessly with a faint smile, "I know I'm demanding too much, but Sensei, please find the right person. I don't want to screw up again."
A Hidden Puzzle Piece
{Is it that a person who has it all becomes forlorn? Humans are insatiable…there is no end to human lust.}
Ooki found in himself ambivalent feelings about Shino Kajita. It was quite natural that he was faithful to Shino Kajita as a lawyer and felt empathy for her. He understood her feelings and perplexities as a person.
But what Kensuke Kajita had done was also a person's deed. He may have had his own reasons for doing so. Of course, that was not Ooki's business. But if he failed to dig deep and see things from a proper and holistic perspective, his clients would lose the chance to see the whole picture. It could create a big disadvantage for them.
He wondered what on earth had led Kajita to run away from the general shareholders' meeting. What did his behavior imply?
Behind a phenomenon that cannot reasonably be explained is hidden a true fact yet to be discovered. Ooki always keeps this in mind when doing his job. Then, what is the hidden piece this time?
Complex Connections
Shino Kajita owns Mukoujima Transport. A lot of people and interests are connected to the company: tenants, employees, districts where their buildings and parking lots are situated, and minority shareholders as well.
Among the minority shareholders are individuals and companies, thus creating an infinite connection of chains. There are as many as 270,000 residents in Sumida-ward, where Mukoujima lies. There are some 14 million people in Tokyo, about 127 million people across Japan, and as many as 7.5 billion people living on earth.
Numerous interwoven chains floating in pitch-black infinite space, and each chain broken off. Ooki feels a little dizzy whenever he imagines the scene.
An individual by the name of Shino Kajita, who was born a woman and lives a finite life…. It is as though she were wrapped entirely by the organization called Mukoujima Transport. Just like the armor of an arthropod exoskeleton such as a cicada. No person who takes control of the company can live an individual life. He is a person, but cannot be a "good person."
It is the inevitable nature of the joint-stock corporation, the quintessence of civilization we humans have created.
An Outside Director
{Takano can be the favorite for an outside director of Mukoujima Transport.} Ooki felt it in his bones.
Ooki asked Saori Mitsuda to come to his firm and conveyed to her what Shino Kajita had said. Saori said to Ooki and Tsujita, "Please do as she requested."
She breathed in and out and said, "Sensei, she is the woman who had an affair with my husband before her marriage. That's why she couldn't make a go of her first marriage. Soon after her divorce, she returned to Sakujiro Mitsuda and hooked up with Kensuke Kajita. He was her junior and had just started working under Mitsuda. You're already aware of that, right?
"What goes around, comes around, doesn't it? It's just like a story in an old-fashioned novel. My nephew might have felt the shadow of Sakujiro Mitsuda behind him all the time. I don't know whether that was the reason he fell for Mitsue Nakano. Maybe not. Maybe, the temperament of my nephew runs in his family.
"I heard that his grandfather was such a type. They say womanizing was in his DNA."
"Others cannot tell what actually happens between a man and a woman," Ooki said and stole a quick glance at Tsujita seated next to him. She wore a gentle but bewildered look on her face.
Continues in: Minority Shareholders, Chapter 29: Hidden Property
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Minority Shareholders is a work of fiction and any similarity to real characters, companies and cases is purely coincidental and unintentional. Sign up to join our mailing list and look for the next chapter every Saturday on JAPAN Forward.
Author: Shin Ushijima
The founding partner of Ushijima & Partners, lawyer Shin Ushijima has an enormous wealth of experience in international transactions, mergers, and acquisitions, dispute resolution, system development, anti-monopoly law, labor, and tax law. Concurrently, he heads an NPO called the "Japan Corporate Governance Network." And in his leisure moments, he writes fiction. Additional details on Shin Ushijima's career, awards, publications, and more are available at his website: Ushijima & Partners, Attorneys-at-Law.
