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 22: New Target Mukoujima Transport
Continuing from Chapter 21: After paying the money to Sumiyo Kawano, Tadashi Ooki and Miwako Tsujita and all the other lawyers concerned will never have a chance to see Sumiyo Kawano again. Such is the relationship between the lawyer and the client.
They meet each other because they need to. And they talk friendly with each other because they need to. Depending on the situation, they might meet every single day. But once their relationship has ended, they leave each other's sight.
They cease to meet, but when trouble occurs, a phone rings.
Ooki's big voice was heard from his office. "This time, Mr Takano is going to help an elderly woman by the name of Saori Mitsuda. There are a number of people asking Mr Takano to buy their minority shares. From among them, Mr Takano has chosen this lady by his own yardstick.
Ooki Calls In his Legal Team
"As you all know, we have helped many people so far. We cannot save all the people who are in need right under our noses, but each of us should do whatever we can for someone in need. Of course, we should not let nature take its course. We should do as much as we can, but not more than that because it's beyond human capability. We should not think how far we can go or where we should stop.
"Save the people before your eyes. That's Mr Takano's policy, by which he manages this association. He chooses a person to help from among those who know someone in a similar situation. That's typical of Mr Takano, trying to have a kind of bumper-to-bumper connection. Just now, I got a call from Mr Takano. This time, our intended target is a company named Mukoujima Transport. Mrs Saori Mitsuda is the wife of Sakujiro Mitsuda, the founder of Mukoujima Transport Co, Ltd and owns a 12% stake in the company."
Standing across from Ooki's big desk were Mr Masatoshi Nishida, a partner, and Mr Kousuke Momoi, an associate. Each of them was holding on to a yellow notepad, a kind of American-style report pad for lawyers.
Auntie Sumida's Friend
"Mr Takano said she's a friend of Auntie Sumida, I mean, Mrs Sumiyo Kawano. She's also a classmate of Mr Takano's mother.
"Small world, isn't it? Sumida, and then Mukoujima. Hmm… like the world of Kafu. Kafu Nagai was an author who wrote a novel named 'Bokuto Kidan' (濹東綺譚: a beautiful story that takes place on the east bank of the Sumida River) in 1936, when that famous February 26 incident happened. It features a beautiful and lily twenty-six-year-old woman, who lives in a red-light district in Mukoujima. The author was fifty-seven years old at the time. In the story, she speaks to a writer, who is presumed to be Kafu. 'Darling, when I have paid off my debts, will you make me your wife?' Kafu turns a deaf ear to that.
"Anyway, the case of Mrs Saori Mitsuda, which Mr Takano brought to us, is a job. The heroine this time is not twenty-six, but the same age as Mrs Sumiyo Kawano ー eighty-nine. They are eighty-nine-year-old classmates from elementary school."
"Excuse me, sir, did you say red-light? What does that mean? What is the red-light district?" Momoi, showing a curious look on his face, asked the question of Ooki. He also offered a glimpse of a puzzled look on his square face.
"Oh, sorry. It's not surprising that young people should have no idea what red-light means. To put it in modern-day language, it's a sex-related business. Mukoujima was famous as a brothel district, home to the filles de joie (women of pleasure) that Kafu loved.
A Moment in the Transformation of Tokyo
"It was a bustling area along with a world for craftworkers and owners of small-sized establishments. When the war against the United States was over and restoration began, the district changed into the dynamic world of small and medium-sized companies and made a great leap forward. Elementary schools were built there and Mrs Sumiyo Kawano and Mrs Saori Mitsuda entered elementary school around the time when the February 26 incident happened."
"In those days, elementary schools were called national schools, weren't they?" Nishida raised his voice with a gleam in his eyes.
Ooki pompously waved his right hand before his eyes. "Oh, you impress me! But the national schools started in 1941. Before that, they were actually ordinary primary schools. So, Mrs Kawano and Mrs Mitsuda must have entered ordinary primary school and graduated from national school, right?"
Ooki caught his breath and continued. "It's interesting. A woman called 'Saori' is actually an elderly woman of eighty-nine years old. Just an aside, the name 'Saori' reminds me of Ms Saori Minami. I can conjure up an image of a very cute singer in her teens. She was popular around the time when Expo '70 was held in Osaka…1970…six years after the 1964 Summer Olympics were held in Tokyo. No wonder we are older now."
Teams for Takano's Association
Ooki dragged both lawyers to his office and started talking.
Ooki often gets off-topic. Whenever he gets off topic, young lawyers are led to see unexpected scenes. The lawyers in their late 20s are not familiar with the bubble period, not to mention the war against the United States. To them, these are things that happened far back in history.
A year had passed since the foundation of the incorporated association. New cases flooded in every week. Under Nishida, there were more than thirty associates. And they were grouped into six teams, doing work for the incorporated association.
They often had to give up their weekends. The work of this kind had increased to occupy 1/5 of the law firm's entire business. Of course, as their main business, they were engaged in working for big companies as usual.
Norio Takano would contact Ooki as soon as he got a request. In response to the request, Ooki would choose a partner to put in charge from among the four partners who had been assigned to the project. Instantly, he would call the partner at his extension and talk with him to decide on the lawyers to be assigned to the case. Usually, young lawyers were assigned to the case. In two minutes, two lawyers showed up in front of Ooki's desk.
The Young Lawyers
Momoi belonged to Nishida's team. He had practiced law for only three years. But he had been working on matters related to unlisted companies all the while. He looked full-fledged, which was no wonder since he headed up a team of three younger lawyers.
"Mr Momoi, if you've been here with this firm for one year, you've done the work of five years. So it means you've been with us for fifteen years. Small wonder you can get your work done so well." Ooki spoke to Momoi in a mirthful mood.
"Yes, I think I'm beginning to feel so. But I know I need to remain modest." He responded frankly and candidly with a shy smile. He took on a mixture of modesty and keenness from Nishida.
Mukoujima Transport
"As I told you, there is a company called Mukoujima Transport, and Mrs Mitsuda owns a 12% stake in that company. Though the company name says 'transport,' they withdrew from the transport business long ago and currently run a leasing business dealing with buildings and parking lots.
"Mrs Mitsuda was a classmate of Auntie Sumida in elementary school and their husbands were business friends. She must have heard of our association from Auntie Sumida. It's indeed a small world.
"She came to ask Mr Takano to buy her shares. According to her, Auntie Sumida told her that Mr Takano was kind enough to purchase her shares for ¥250 million. It seems Auntie Sumida has overembellished and trumpeted what Mr Takano has done for her. 'I thought my shares were nothing short of garbage, but they fetched ¥5 million. I was very much grateful for that alone. But Norio-san, Yoko's son, turned them into ¥250 million.'
"I can imagine how she told her story moving her nostrils and sputtering. Elderly people nowadays are surprisingly energetic."
"The court determined the price, which was much higher than Mrs Sumiyo Kawano had imagined. Actually, it's not that high. It reflects the genuine value of Sumida Iron Works. It was only what should have happened and the court helped to facilitate it," Nishida said in a composed manner, trying to hide his excitement. He had a chubby face with steel-rimmed glasses on. He was responsible for the case of Sumiyo Kawano together with Miwako Tsujita.
Saori Mitsuda's Story
Nishida was not the type of man who was eloquent nor quick-witted. He was just an OK lawyer, but that personality of his somewhat worked to make him seem more trustworthy.
It is a rather bizarre aspect of a lawyer. Even if a lawyer speaks as if he were a sharp knife that cuts well, or bloviates his theory like a cascading waterfall, people listening to him are not always convinced that what he says is trustworthy.
For a lawyer, it is a part of his job to mystify and gull people, but it often invokes antipathy. Especially, when he speaks to people who have confidence in their capabilities like judges, if he shows off how brilliant he is, he may end up earning their displeasure. In this respect, Nishida is blessed with a personality that gives a good impression and attracts people.
Nishida and his team members asked Saori Mitsuda to come over to the law firm and listened to her situation. They found out that she had been put in the hot seat in connection with her stake in Mukoujima Transport.
Originally, Mukoujima Transport was founded by her husband, Sakujiro Mitsuda, shortly after the war against the United States ended. When starting his business, he was certain that the business was promising, but he was extremely short of funds. He raised money the hard way by reaching out to his uncle who ran a produce market nearby and other relatives and friends. Thanks to that money, he managed to get his business off the ground.
A Lifetime of Friendships
Along with the rapid economic growth around 1960 and the recovery of the manufacturing industry including iron and cement, the transport business had inevitably grown as an escort runner to those businesses. The business of Mukoujima Transport had been on a roll, too. Of course, Sumida Iron Works was one of Mukoujima Transport's key customers.
The classmates in elementary school lived in the same place where they were born, even after they got married and had children twenty years later. They became wives of the presidents of local small-sized companies that had taken root such as Sumida Iron Works and Mukoujima Transport.
When they had children, they sent them to their alma mater elementary school. They joined the PTA. They participated in the local shrine festival. As they lived in the same area, they established and enjoyed lifelong friendships. Despite Saori Mitsuda being childless herself, as she belonged to the same community, she also kept a good relationship with her classmates from elementary school.
It was a relationship that had lasted for eighty years.
The Short Life of Sakujiro Mitsuda
Sakujiro Mitsuda, Saori's husband, was a man of foresight. His business had once faltered because of the oil shock that hit Japan in 1973. He sensitively perceived that such a small incorporated company similar to a sole proprietorship in size had no way to cope with the necessary equipment investment to meet customer demand as a transport company. In 1975, at fifty, he sold a part of his property to pay off debts that had accumulated from his transport business and asphalted his land to rent as parking lots.
Although he had to sell a part of his property to pay off debts, substantial property still remained in his possession. Building parking lots was just for temporary business. He moved on to construct buildings for lease one after another to secure a source of income. Thus, he started his real estate leasing business. He continued to borrow money which he then used to purchase more land.
In 1981, Sakujiro died at the age of fifty-six, leaving Saori a widow at fifty-two. The business of her husband's company was to lease buildings and parking lots and to collect rent and parking fees. As a childless woman, she thought she could sustain herself with the income from the company. There should have been nothing for her to worry about.
But as it turned out, inheritance tax was imposed on her. Her personal tax accountant explained to her that the tax office had estimated the inheritance tax at ¥340 million. He said nonchalantly that it could not be helped because the company owned valuable land.
Continues in: Minority Shareholders, Chapter 23: A Playboy President's Secrets
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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.
