BOOK SERIES | Minority Shareholders, Chapter 17: Takano's Burning Heart
Determined to help other "Auntie Sumidas," Takano outlines ideas to revolutionize small companies in Chapter 17 of Shin Ushijima's novel, Minority Shareholders.
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 17: Takano's Burning Heart
Continuing from Chapter 16: Norio Takano is explaining his newfound concern about the fate of minority shareholders to his lawyer, Tadashi Ooki. "The owners never pay attention to them," he says.[...] "No one tries to touch on the importance of corporate governance for unlisted companies. Unlisted companies receive attention only in the context of business succession. It is, indeed, a national concern, though. That's true. It also gives banks a chance to create money. But important things seem to be left unnoted."
Seeing Takano's serious attitude, Ooki refuted his ideas without hesitation. It was their way to draw a conclusion. They had had heated discussions and found ways to solve them in business. It had happened to them so many times in the past.
Ooki looked Takano in the teeth as if to glower at him. "The company is the greatest human invention. It's called a 'going concern' in English. It implies that the company will remain in existence forever, as opposed to human beings, who are sure to die. Humans will die, and the company will exist for good," Ooki said and continued:
"It is a device that is able to live forever. In reality, there are very few companies that have been in existence for a thousand years. In the first place, joint-stock corporations don't have a long history.
"Human beings…a natural person, will die at the age of eighty. If they are still alive after eighty, they may become unable to make proper judgments. Compared to that, the company is totally different. But in terms of a group of persons, the joint-stock corporation is still wet behind the ears. No match for religious organizations."
1400 Years of History
"The Roman Catholic Church has a history of 2,000 years, and Horyu-ji Temple 1,400 years. Even though the constituent members are different, it has remained in existence as an organization for that long. Compared to such organizations, arguments on the sustainability of a joint-stock corporation, which are often heard these days, sound flimsy."
"Hmm, you have a point," Ooki muttered.
"Yet, joint-stock corporations hold sway in this world. Those who work in a sole proprietorship, not a joint-stock corporation, may feel they are not in safe hands. The head of the company gets too old to work. And then the company's gone and the employees left without jobs. Who would trust such a company? It would be regarded as good-for-nothing by the public." Ooki mumbled as if to talk to himself.
"Huh? You're always saying that a lawyer's firm is a sole proprietorship. I remember you saying 'my firm is not a company, but young secretaries in my firm call it "our company," Takano said with a frown.
"Yeah, but my firm is a union. So, it can be a going concern."
"A union? But it's not a labor union?"
"No. It's different. It's a union covered under the Civil Code, also known as a voluntary partnership."
"Ah, something structured to save on taxes, right?"
"To save on taxes? Are you kidding? My firm, being a union, has nothing to do with taxation."
Becoming a Wasp
"Anyway, minority shareholders are resigned to giving in to unsatisfactory deals because they cannot find someone to purchase their shares, right? Even if a purchaser exists, they are nothing more than a stalking horse. So, no one dares to assume such a role.
"But, if someone plays the role of a purchaser and requests approval for transfer of shares, the company has no choice but to buy them on its own or have someone else buy them. If that were the case, the matter would be brought before the court and finally the court would determine the proper price. You said so, right? It's good. That suffices. So I've decided to go ahead with my plan. I'm fine with being a stalking horse. I'm sure the existence of a stalking horse will help change the world. Auntie Sumida's case is just the beginning."
"Hmm, so, you'll go on a buying spree of minority shares in unlisted companies, then?"
"No, I will not go on a buying spree. You said I cannot buy shares. I just feel like I'm being pushed by the big man from the Arabian pot to do something for unfortunate minority shareholders in the world. Of course, my priority is to help improve the management of unlisted companies, being on the shoulder of the big Arabian man. Eventually, I may end up being a stalking horse, but if destiny takes a hand and I become a shareholder, I'll be a wasp, buzzing about the company."
"What on earth has driven you to think that way? It will just be hard work for nothing in return. As I told you before, you cannot buy shares with restrictions on transfer. You will certainly end up as a stalking horse."
Citing the Companies Act
"I'm fine with being a stalking horse. I will go hand-in-hand with shareholders who want to sell their shares and work on the company, or the owner president, to accept the shareholders' demands.
"But I'll never hesitate to let them exercise the legitimate rights given to the shareholders, of course within the law. Their rights are stipulated in the Companies Act, right? You know, corporate governance encourages talks with shareholders."
Ooki broke into a smile. "You studied a lot."
"I'm serious about this. Depending on the situation, I'll buy shares first and then request the company to approve the transfer of the shares. Even if the company doesn't approve of me as a shareholder and demands the shares be sold to the company or a third party designated by the company, it's fine with me. I'm willing to pay the lawyer's fee incurred in accordance with it. If the shares are priced higher than those I've bought, I'll pay the difference to the seller after deducting the lawyer's fee."
"Excuse me. Are you asking me to take the fee only when the deal is done successfully? Because in any event, the seller can eventually sell their shares to the company or to a third party chosen by the company, is that your idea?"
"Yes, it's going to be like that."
"Who in their right mind would do such a thing? Poking your nose in other people's business and receiving animosity. It's ridiculous!"
Desperation on the Spider's Thread
"There are lots of people who are desperate for help. I've come to realize that hard fact. I feel like I'm haunted by the gigantic man, who had been locked in the small pot for a long time. I was ignorant.
"When I decided to take on Auntie Sumida's case, I expected it would be my first and last intervention. But then, I found that a myriad of people were holding on to the spider's thread in desperation, like a line of ants asking for help. It turned out that Auntie Sumida was not the only one."
Takano stopped talking. Ooki waited without a word. Takano took a deep breath and started speaking as if he was looking at landscapes in the distance. "Ooki, do you happen to know the cow in the story of Confucius?"
"When Confucius was walking with his apprentice, they saw a cow walking with a great deal of baggage on its back, panting. Confucius told his apprentice that he wanted to help the poor cow."
"And the apprentice expostulated with Confucius, 'How many cows do you think there are in the world, sir?'"
"Confucius responded, 'There is a cow struggling before your eyes. Isn't it enough of a reason for you to help it?'" Ooki said and paused for a moment.
Takano did not open his mouth. Ooki continued speaking, "What Confucius said was right. But no one dares to carry it through."
"No, no one does, because it doesn't benefit anyone. They are inclined to give up before they touch it, thinking it's impossible. But, because of that, I want to do it."
"It's not whether I can do it or not. I think I'm looking for a chance to define myself as someone who takes risks before my life ends," Takano continued. "Honestly speaking, I would like to redefine myself."
"Hmm. You want to redefine yourself. Certainly, you're honest. It means that you want to deny the way you have lived your life up to now and start your life again with a clean slate. It sounds tremendously aggressive in a way. But at the same time it sounds frivolous and selfish."
"Selfish? Of course I don't deny it. I myself am a selfish man by nature."
"There are two kinds of people in this world: those who believe that they have learned the truth of the universe by the age of twenty, and the rest of us. For example, Mr Shoin Yoshida was the former. And you, at the age of sixty-eight, want to redefine yourself? In my head, there is a Persian poet in the eleventh century chanting 'The world will last long after we have passed away. Aforetime we were not, none did heed.'"
"Ah, Omar Khayyam? He is right."
"I thought you had been putting his philosophy into practice. That wine o'clock at six proves it, right? 'Drink wine! Rejoice thy spirit…that is life indeed.'"
"Absolutely! As in the poem by Omar Khayyam, 'Never again can withered tulips bloom.'
"I presumed that the tulip would wither. My tulip bloomed well enough, so now it's time to wither. It's an unavoidable fate for human beings. When it comes time to wither, I was thinking of letting my days pass by over a drink as if it were happening to someone else."
A Heart Still Burning
"We all have to surrender to our fate," Takano said. "There is no other way. Like Omar Khayyam wrote, 'No matter what one sees in life, it will still pass like a dream.'"
"But you feel that, 'I am being lured on by a vision of the future, while I still have the same state of mind belittling the facts that I'm facing in reality,' right?"
"That's what Mr Ougai Mori said in his novel. He had since lived for another eleven years. He didn't know that he would die at the age of sixty. I am sixty-eight now, but unaware of when I will die.
"I don't know whether or not I have another ten years to live. Even if I were to live another ten years, I might be whole in mind and body for only five years. I don't want to leave this world as I am now. If I die as I am now, I can leave nothing significant to this world."
"You amassed a fortune in the bubble period and put away the money at the heyday of the bubble, then reappeared after the bubble popped and real estate plummeted. And then you started successfully buying out real estate again. Such a legendary monster. Are you still not satisfied?
"As Cao Cao (a Chinese warlord) said, 'Even though a man gets old, he remains as ambitious as ever.' Though you are old, your heart is still burning. Is that your thought? I assume it was you yourself that came out of the Arabian pot. Anyway, it's your life. You better redefine or re-redefine your life as you please."
The Difference Between Fate and Luck
"By the way," Ooki continued. "What on earth does your plan mean to the world?"
"None whatsoever. If not zero, almost zero in reality."
"So you're satisfied as long as it means something to you, right?"
"Hmm, it may mean nothing to me, either, I don't know. All men must die. I felt I've caught a glimpse of the illusion of death."
"Well, well, that's it. I see. So, you're going to try to redefine the life of a sixty-eight-year-old man. I think it means a great deal to you. Anyway, people live on until they die."
"People are destined to die, they are born to die."
That was typical of Takano. He was a longtime believer in fate. As a senior high school student, Takano never got down to study even at the time of his final examination saying, "Exam results are a matter of luck."
Keeping the Fire Burning
Ooki could not help confronting him. "As Nobunaga Oda said, 'People are destined to die; what should we do in life to keep our spirits alive in peoples' hearts?' So minority shareholders in unlisted companies are what keeps your spirit alive in peoples' hearts?
"You're going to offer the topic to people so that they can talk about you after your time, right? It's going to be your legacy. People after your time will enjoy talking about you looking at the exuvia of your life."
"Give me a break," Takano responded. "You know someone said this in the Edo era: 'Up to now, I thought death happened to others, not to me, but it is unbearable to see it happen to me.' He left this as his last verse when he died at seventy-five. And there was another man in the Heian era, long before his time. He lamented, 'I heard there lies a path before you, which will take you on your last trip in life, but I never thought it would be laid before me so soon.'"
"Yes, I know them," Ooki shot back. "The former was Mr Shokusenjin Ota, and the latter Mr Ariwara no Narihira. Both of them died at the age of seventy-five. But, I think they enjoyed quite a long life for people in those eras."
"There is no telling what lies ahead in the future. When you reach sixty-eight, you understand this very well. Even so, I believe I will live to be seventy. It rests on no grounds, though."
Continues in: Minority Shareholders, Chapter 18: Something to Live For
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.
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