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 12: Life, Like In a Movie
Continuing from Chapter 11: They were in a coffee shop at the Hotel Okura. Finally, Takano was sitting down in person with Auntie Sumida.
Takano felt they were exchanging strange words. But he found himself enjoying his own wittiness. The woman sitting in front of him was wearing heavy makeup and old-fashioned clothes and shoes, which did not look proper for an eighty-eight-year-old woman. She was trying to make herself look like she was still affluent. He thought her mind had stopped forty years before, around the late 40s of the Showa era (early 1970s), and acted as if she were still living in those days.
It dawned on Takano that Mr and Mrs Kawano had no children.
Sumiyo Kawano put her seal on the receipt.
Takano said, "Auntie, I have to tell you this. In order to buy your shares, I need to get approval from Sumida Iron Works in advance. I checked with my lawyer, so it's true."
"Aw, then I can't sell these shares to you? I can't have anyone buy these shares?"
Sumiyo Kawano uttered a small shriek.
"No, no, it's not that. You can sell the shares. No problem. But according to my lawyer, the company has the right to approve or turn down a request for transfer of shares.
"If the company doesn't approve of the transferee, me in this instance, as a new shareholder, it requires you to get a third party to buy your shares. If the company still doesn't give the green light, the company itself has to choose someone to whom your shares will be transferred.
"So your shares will be sold anyway. If it's not me, then the company, or a third party the company appoints, will buy your shares. So please don't worry."
'They are Shares'
Sumiyo Kawano seemed to be a little relieved upon Takano's explanation. "Well, I'm afraid I don't completely follow, Norio-san. But I want to get an assurance from you that you will buy my shares, no one else but you. So please! I will leave everything to you regarding this matter."
"Of course. I definitely intend to buy your shares. I still remember how nice and generous you were to my mother and me. We are grateful for that."
"Oh, no, I didn't mean for this to happen."
"I know. I know you didn't mean it. I'll leave everything to my lawyer. According to him, there is a strong likelihood that Sumida Iron Works won't accept me as a new shareholder.
"It's a tricky aspect with the shares of family companies. The law requires us to go through complicated and difficult procedures when it comes time to trade its shares. So to be short, my lawyer said that no trading would be realized between you and me."
"Then, you can't…," Sumiyo uttered in a muffled voice.
"But please rest assured that someone is sure to buy your shares, since they are shares. My lawyer said that it is natural for any share to be sold to a third party.
"The problem is the procedures behind the transaction, which are too intricate for you and me to delve into. But we can leave everything to my lawyer. All we do is just wait and see."
"So you're not necessarily the one to buy my shares? I wonder if it'll take a long time."
Nothing to Worry About?
Sumiyo Kawano pulled her bulging handbag to her chest. Takano caught a glimpse of her action and said with a smile, "Auntie, there's nothing to worry about. So I brought the money for you today. I will never request you to pay this money back to me no matter who ultimately ends up purchasing your shares."
Sumiyo relaxed her hands on the handbag. Pretending not to notice, Takano kept on speaking.
"It's completely fine with me. I couldn't care less who will be the shareholder; it can be me or someone else."
Sumiyo Kawano was a bit surprised. She appeared to be on guard, worrying about what Takano might say next.
"Anyway, please accept this money. All the other things are legal matters, and you can leave them to my lawyer. I'm going to leave everything to my lawyer, too. He is Mr Tadashi Ooki, my friend from long ago. He is a most trustworthy lawyer."
Sumiyo's face clouded again. She had misgivings about being dragged into trouble of some kind.
Takano added, "Of course, you don't need to pay the lawyer's fee from this five million yen. Please rest assured that I will shoulder all the costs relating to my lawyer, and I'm going to spare you any trouble."
"Be that as it may, I really don't know what is what. I am too old to understand anything difficult. Norio-san, it's not that I have to sell these shares because I am short of money. I happened to find them when I was sorting out what my husband left me. He had no particular hobbies except making money. His business was his world. So I still have not been able to grasp the whole picture of what he actually left me."
A Family Obligation
"People often say that a truly rich person is clueless about how much fortune they have. It's true. I don't know what belongs to me and what doesn't.
"The company now belongs to my nephew-in-law. I happened to discover these shares, and I was surprised that they were under my name. But I don't think I can make better use of them, so I wished to transfer them to someone else. That's what I had intended."
Takano knew that what this old woman with heavy makeup sitting before him was saying was all a lie. She was short of money for sure, so much so that she desperately needed this five million yen instantly.
She was in debt. He was sure. He could tell from experience.
People tend to rush around trying to raise money when they are under pressure to repay debts. Lucky are those who have something to sell. But if they have nothing to sell, they will turn to wrongdoings such as fraud or theft.
Takano never showed the slightest indication of what he really felt. Auntie Sumida had saved his and his mother's lives. She had reached out to them so many times when Takano's mother could not afford to buy enough food to feed her starving son.
His mother had been too weak even to sell her body to make money. During those difficult times, Auntie Sumida had helped them. Had it not been for Auntie Sumida, Takano's mother would have been left with no way to sustain their lives and would have committed a murder-suicide. If that had happened, Takano would not be alive here in this world.
Life of a Child
Takano's mother never forgot Auntie Sumida's kindness. Therefore, she insisted that her son help Auntie Sumida. Takano understood it very well. Child as he was, he had had a vague idea that his mother had been involved in dealing with unspecified men to make money, although not working at a bar or other establishment.
Back then, his mother had been unwell and often sick in bed. But sometimes she had neatly painted her face and gone out. She would return after a few hours with fish sausage she had bought on the way back.
She made supper with fish sausage, Takano's favorite.
Takano remembered her pan-frying fish sausage with shredded cabbage while humming. He was very happy to watch her from behind. It smelled good. It would satisfy his hunger, but above all he felt relieved just to be with his mother and see her hum. He would cling onto her back while she cooked, holding on to the string of her apron tightly.
Such was daily life when he was a child.
Unforgettable Kindness
His mother was sometimes severely sick and had difficulty pulling herself out of bed. On such occasions, she would put on a little makeup and go out in everyday clothes, and come back after an hour or so. Although she would be out for just a little while, she would return home dead tired. Yet even with such physical condition, she never cut corners in preparing meals for her dearest son.
Despite being dead on her feet, she would prepare a sunny-side up egg. She would put it with shredded cabbage on a small folding table, and after serving her son a bowl of rice, she would lie down on a futon spread next to the table. Takano, in short pants, sat on his legs at the table and said "itadakimasu" (thank you for the meal) holding his chopsticks between his hands.
He said it merrily trying to comfort his mother. But he heard a big sigh from behind him. He turned and found his mother sobbing in the futon, rubbing her palms together.
It was only after Takano had his own children that he realized it was her way to appreciate Auntie Sumida.
Leave It To the Lawyer
"Please don't worry. I'm going to ask my lawyer to handle all the negotiations with the company. Please rest assured that you are in good hands," Takano said to Auntie Sumida with a beaming face like a gentleman.
"But what if he fails in the negotiations with the company?" Sumiyo Kawano seemed to be worried that Takano would demand repayment from her later.
Takano felt empathy for that. He thought the money would be used to pay off debts instantly and that all would be gone even if Takano asked her to pay it back.
Takano could hardly get his message across to her. But at least she understood that she would not have to repay the money. She had no interest in other things. A smile flashed across her face.
"I think Yoko is really happy having such a wonderful son. I really envy her."
Takano promptly interjected. "Thank you, Auntie. Please say that to my mother. But I know I owe what I am now to you. My mother is always telling me not to forget your kindness. I am glad if I can be of any help to you in return for your kindness."
Repaying a Debt
"I'm sorry that you will have to take everything on your shoulders. And I've received this money. I may spend it all soon. Forgive me. But I cannot give these shares to you today, can I? You mentioned the company or a third party, but I don't get it. Anyway, I will keep these shares on hand, so when you need them, let me know any time."
"It's best for me if you buy them. I'm sorry, but I don't think I can pay this money back later. Five million yen. I don't know how long it will last. I think I'll spend it all within a short period of time."
Every word she uttered revealed that she had lived a wealthy life once before. But now she was surely up to her neck in debts---long-overdue and unpayable. She must have asked big favors of people around her and borrowed money from them. It must have made her lose face. Takano was certain of that. This was proof that she had come to Takano's mother to beg her to take care of her shares.
Takano had his own ideas. "Anyway, I was persuaded by my mother, so I have decided to buy your shares. My mother urged me to give you the money as soon as possible, so please take this money home. The next time we meet, I would like to talk with you about how to proceed with our plan in the presence of my lawyer."
Like In a Movie
Takano mused to himself. {It was like a scene from a movie. An old woman aged eighty-eight was left far behind the times, but was forced to live on as long as life lasted, while, on the other hand, a man aged sixty-eight had a ton of money, which made it possible for him to live with confidence and considerable leeway for the rest of his life. They were sitting across from each other at a coffee shop at a first-class hotel in the city center. The man handed the woman ￥5 million yen in a casual manner.
If in a movie, what relationship would they have? Were they trying to settle trouble relating to a love affair they had had years before? Or was it the settlement of a love story in which a young boy conceived a bitter sweet sense of longing toward a mature woman? The man had been eighteen and the woman thirty-eight. But why was it that the man who had been a senior high school student gave the money to the woman? What on earth were they settling? }
Takano was amused thinking about how things were going.
Continues in: Minority Shareholders, Chapter 13: Relative Value
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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, merger and acquisition, 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.
