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 15: Who Can Catch the Spider's Thread?
Continuing from Chapter 14: Sumida Iron Works has denied Norio Takano's bid for approval of his purchase of company shares. That means the company has to buy them. What comes next?
Lawyer Ooki explains. "First of all we will have to haggle over the price. The other party won't say 'yes' to the price we name. So we will have to bring it before the court. [...] Takano points out, "That man, Souhei Kawano, is Auntie Sumida's nephew-in-law. To my dismay, no matter how many times she asked him for a favor, he always brushed her off. And that guy came to say 'please allow me to buy the shares.' Ha-ha, it's extraordinarily invigorating."
Takano called Ooki on a landline. One of Ooki's secretaries answered it first. It was his policy to call Ooki on a landline. Ooki was easily reachable on his cell phone, and Takano could call it if he wanted to since they were close friends. But he considered it ungentlemanly to interrupt him when he did not know what Ooki was up to. Therefore, he made it a point to call Ooki on a landline during work hours and leave a message.
He asked the secretary to deliver Ooki a message that he would like to meet with him as soon as possible. But he was not in such a hurry as to ask the secretary to put him through to Ooki, as Ooki happened to be away from his office at the time.
An Up-and-Coming Son
Takano always expressed himself clearly. When his business was urgent, he said so. If it was not that urgent, he said the time frame was ASAP. However, if it did not need to be dealt with ASAP, he did not call Ooki.
{He said as soon as possible! Hmm, an impossible task cannot be done by anybody in any time period. How much truth is there to such an expression?} Ooki thought to himself.
Putting the handwritten message from his secretary on his desk, he called Takano back. "I got your message. Today, I'll be attending a party for Mr Shinichiro Koshimizu from 6:30 at the Tokyo Prince Hotel. I'll be back at my office before 7. Is that fine with you?"
"Ah, he is the son of Mr Shinsuke Koshimizu, right? I should attend it too, but I must decline today."
"I have known him since I was acquainted with his father. And I feel obliged to go and greet him there."
"I wish Mr Shinsuke Koshimizu were alive now. He was the one to change the world, I believe."
"I think his son is good, too. He's an up-and-coming, good-looking assembly member. Of all things, he's quick on the uptake. Also, he's decisive. He doesn't take long to get things moving. I believe and expect that he has all the makings of a prime minister. I'll just say hello to him, and soon after that I'll return to my office.
Calculating Departures
In that world, it's important to present yourself to them, that is, to send them a message that you've gone out of your way to do something for them. By that, they judge how loyal and sincere you are to them.
I should say there will be close to 1,000 participants. After I greet him standing in front of a gold-painted folding screen, I'll have no other chance to talk to him at the venue. So even when I'm gone, my departure will go unnoticed and nobody will care."
"Ok! Seven o'clock, right?"
{As soon as possible, but what cannot be done cannot be done in any way.} Ooki, getting off the phone, spoke to himself.
The Founders Who Built Postwar Japan
After Takano's mother told Auntie Sumida that Takano had agreed to buy her shares, Takano had been flooded with similar requests from minority shareholders of unlisted companies. Upon hearing that Takano had said yes to her request, Auntie Sumida, in delight and relief, boasted to her old friends that her worthless old stock had fetched ￥5 million.
"Such is Sumiyo. She hasn't changed a bit since childhood," Takano's mother had said, as if to make an excuse.
Birds of a feather flock together.
Many of the women around Sumiyo Kawano were shareholders of unlisted family companies. They had inherited the shares from their husbands, who had set up business, successfully run it and died.
They had started small businesses along with the recovery from devastation of the war and underpinned Japan's economic growth that ensued following that recovery. Now they were survived by their wives and children.
Most were born in the 1910s and many died in the 1980s and 1990s. Some had founded iron works. Others had established transport companies which carried products produced by the iron works. They carried parts and components made of iron on their three-wheeled vehicles and hurriedly rumbled through narrow alleys.
The alleys had been playgrounds for children. They would enjoy watching picture-story shows, and whenever they noticed three-wheeled vehicles approaching, they would move to the side of the alley.
Communities of Minority Shareholders
The alleys were unpaved and got muddy when it rained. But in the course of time such alleys had turned into paved streets, and the children had been kicked out of the alleys and sent to cram school instead. Large vehicles recklessly rolled through the alleys which had become dry and void of people. And before you knew it, once-bustling communities had grown old and stagnant.
Every time inheritance took place, the shares of a company were dispersed, thus creating a lot of minority shareholders of family companies. Such minority shareholders, being privy to what had happened to Auntie Sumida, turned to Takano for help.
Furthermore, there were subordinates working for the founders of these companies. They had helped the founders manage the companies and were allotted some equity., and they were the founders' right-hand men and closest confidants. When those men died, their bereaved family members discovered such shares in their property without knowing how they had come about.
Elderly women generally have children and grandchildren. And for such women, Auntie Sumida stood as an effective and free billboard advertising Takano.
Information spreads through any means including the Internet or social media. In this day and age, words uttered by mouth are conveyed by electronic means. Moreover, elderly people, especially women, tend to be immersed in discursive conversation. They start off by saying, "Hey listen, something interesting happened to me."
They reach old age, but they are no different from when they were girls. Classmates in elementary school remain friends even after eighty years. It hardly ever exists in men, but it is quite typical of women. Girls living downtown stay in the same place they were born and eventually develop into old women living downtown.
Pulled to Action
Takano was surprised to hear that the number of companies that he had to deal with was more than ten. He convinced himself that he should speak with Ooki again. But he found himself not only surprised but also somehow relieved.
Takano was relieved in feeling something that he could not describe. It was a strange feeling. He was suddenly grabbed and unilaterally pulled by a strong force that he could not resist.
It felt like fate was working to restrain him and deprive him of his freedom in an assertive way, and using his body to forcefully realize its will. He felt perverse pleasure, or something like that, with his life being controlled by fate. In retrospect, Takano's life had been determined by some unknown external force.
He had felt the same way when he first met his current wife, Eiko. At the time he was married and possessed so much money earned over a few years that he could never spend it all in his life. He had led a happy and peaceful life with his wife. But the moment he met Eiko, he fell head over heels in love with her. That was the reason why he had sold his assets valued well over ￥10 billion, as if to throw it all away.
Of course, Takano had believed that he had chosen it on his own will. Therefore, he could not figure out where that relief of his was coming from.
Unleashing the Genie
Ooki and Takano were seated opposite one another with a desk between them in the same room where they had had their previous meeting.
Takano gave a brief account of his situation. "It seems that I picked up an old funny-shaped pot and indiscreetly opened it without knowing what was inside.
"When I was sweeping the sea floor with a net, I found an ancient Arabian pot together with odds and ends in the net. I picked it up between my thumb and index finger of my right hand. I opened it, and before my very eyes, I found an outrageously big man appearing in a cloud of smoke. This is how I picture things happening to me."
"What the hell are you talking about? Aladdin and the Magic Lamp? Or, are you still worrying about Auntie Sumida's case? I don't know what you are driving at, but Auntie Sumida's case will take a little longer."
"I know. I'm not worried about it because it's already in your hands. Today I'm here for another case."
"Another case?"
"Yes, another case. It seems that Auntie Sumida's case has brought me into a new dimension and is going to drag me somewhere unimaginable. And you are going to accompany me."
"What? I am going to accompany you? What do you mean? Even though we are friends, I will not accompany you to hell."
Dealing with Auntie Sumida's Arabian Pot
"Don't worry. I'm talking about this world, not hell."
"Isn't it about buying Auntie Sumida's shares? Since the company has turned down our request as expected, it's been brought to court. Well, things are going the way we want them to.
"You said you didn't care about the price, but I want it to be as high as possible. If the court understands the process and reason, they will definitely produce a price which will make your jaw drop. Also, the court is always impartial, or tries its best to be impartial. The bottom line is, sleep and wait for good luck."
"No, no, Ooki, it's not that. Auntie Sumida's case doesn't bother me anymore. Today I'm here for another case. I want to talk about how to deal with the big man who has appeared in a cloud of smoke out of the Arabian pot given to me by Auntie Sumida.
"I have something in mind to speak with you about. It's important to you, too. That's why I've come to see you. This big man is encouraging me to jump to it."
Takano appeared resolved to jump to it. Ooki, taken aback by his strength, therefore repositioned himself in his chair.
Grabbing the Spider's Thread
"After I told Auntie Sumida that I would buy her shares, a lot of people came to ask me to buy their shares, too. At first, I got flustered. It reminded me of 'the spider's thread' by Ryunosuke Akutagawa (a Japanese writer). Of course, you have read it, right?
"A man called Kandata, who has committed murder, theft and all different wrongdoings, is struggling in Hell. The Buddha remembers that Kandata once decided not to kill a spider that he was about to crush with his foot. Moved by this single act of compassion, the Buddha in Heaven lowers down the thread of a spider towards Kandata in Hell. Kandata, in joy, jumps on to and grabs the thread.
"He climbs the thread with all his might and reaches the point where he realizes that he will be able to get out of Hell. He glances downward in relief, but finds a number of sinners holding on to the thread and climbing it after him. Then, he shouts, 'This thread is mine. You, sod off!' It is at that moment that the thread breaks. That's the end. Awful, isn't it?
"Like Kandata, I was about to shout, 'This thin thread will break!' A number of shareholders of different companies came to get money from me. To my astonishment, it was not twenty or thirty companies…no, far more than that. But let's say it's twenty. If I paid ￥5 million to each company, I'd need as much as ￥100 million. What if it adds up to hundreds of millions of yen? To be honest, I am scared."
The Price Comes Afterward
"To be honest? Really? I wish you were honest with your lawyer. Don't put up a front. It doesn't do you any good."
"Let me finish! In the course of time, I have been convinced that this is my kismet. It's God that gives me this command. Hence, I end up here sitting before you. I'm determined to buy the shares of those people, become a shareholder of those companies, and request the companies to ponder on my proposal.
"It's not for the price. I don't need to buy shares. If they want me to work with them, that's fine. I'm of the opinion that a company should play straight with its shareholders. 'I've got a majority stake, so I don't care about other things.' This kind of attitude doesn't go a long way. I need information first to achieve my goal. The price comes afterward."
"Yes, you're right. It's written in the Corporate Governance Code. Information should be disclosed at first."
"You see. That's the point." Takano emphasized his words with satisfaction.
"I just want all unlisted companies in the world to do their business fairly and minority shareholders to be treated fairly."
"But as I told you before, as a matter of fact, you will not be able to become a shareholder of an unlisted company. All you can do is act like a stalking horse. But, if you are convinced of it and are still serious about becoming a shareholder, you will be regarded as a greedy man only after money.
Good Corporate Governance
"People in the world believe that people take action only for the sake of money, but they do not realize the sense of jealousy deep down in their own heart," Ooki said.
"You're mistaken. I don't intend to make a profit by buying shares and selling them. I don't need any profit. Confucius says, 'Uncourageous are those who know what is right to do, but do not carry it through.'"
"Who will take you seriously? I wonder if anyone will think you are genuine about it."
"Problems lie in companies. The owner, and the president. If they are performing proper management, nobody complains. That's why the necessity of corporate governance is being promoted to examine the management in listed companies.
"But Ooki, minority shareholders in listed companies can sell their shares on the market, so what about minority shareholders in unlisted family companies? What can they do? Of unlisted companies, only a few admit the importance of corporate governance.
"I'm going to disseminate the need for corporate governance. I don't intend to sell shares I have bought. I'm not interested in the share price because I won't resell them.
"Corporate governance should form the basis of the unlisted company and be regarded as the most important aspect of all. I do believe that it's not acceptable to ignore it and work as a middleman trading shares only for profit. Those who are eager to resell their shares to obtain profits are nothing short of nasty and greedy rogues."
Continues in: Minority Shareholders, Chapter 16: A Grandiose Scheme
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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.
