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 26: A Playboy's Reckoning
Continuing from Chapter 25: It was time for the shareholder's meeting. Saori Mitsuda hastily placed three pieces of A4 paper in her lap and started reading the contents silently. Kousuke Momoi from Ooki's law firm had produced the documents. Saori had read them over and over and practiced what she was going to say with the help of Momoi multiple times. She had memorized all the questions and answers.
Saori shifted her eyes to Shino Kajita seated before her. She had known Shino well before Shino got married. Shino Kajita looked at the distant wall as though glowering, but tried to avert her eyes away from Saori.
A Divulgence of Secrets at an Open Meeting
The president, Kensuke Kajita, declared the general shareholders' meeting open exactly as Momoi had told Saori. And the meeting proceeded exactly as Momoi had told her, too.
When the proposal for dismissal of the director was presented, Saori swiftly raised her hand like an elementary school student. And she opened her mouth to speak.
"Yes!" She spoke in a forceful voice for an eighty-nine-year-old. So forceful that she even amazed herself. Kensuke Kajita called her name and requested her to have her say.
"The reason why I submitted this item is as I wrote in the documents. Shall I read it?" she asked as a faint tremor crept into her voice.
"No, thank you. I know it," Kensuke Kajita responded demurely.
"OK, then, let me start with the first reason. There is an additional thing that I have to tell you."
Saori once again raised her voice, looking at the documents in front of her. "It's about the expenses relating to the golf you played. Mr Kajita, you went to the Hinode Country Club in Ibaraki Prefecture on December 24 of last year, didn't you? I would like to ask about these golf expenses."
"Golfing? It has nothing to do with this general shareholders' meeting, does it?"
"It does. Your dismissal as a director should be discussed at this general shareholders' meeting. I want to ask you whether or not the proposal for dismissal I presented makes any kind of sense, and we need your answer to that question. Before the matter is brought to a vote, it is very important for us to know whether you used the company's money for your private purposes and whether you commingled company business with your private affairs.
The President's Private Affairs
"I have brought up the proposal for dismissal because I am certain that you mix business and private funds."
"It doesn't have to be discussed here because it's written in the convocation notice." Kensuke Kajita tried to interrupt.
"No, it's not concretely stated in it. What I'm going to disclose may displease you. But you are the president and director of Mukoujima Transport. Just because it has to do with your private matters, your privacy issues, and your reputation, it doesn't mean that you will be able to get away with it without taking responsibility."
Kensuke Kajita became mute. It was totally unexpected. Neither Toshitake Maehara nor Shota Nakagawa had ever mentioned a word about the possibility of what he was facing now. He had not received any advice on the details that Saori had just now divulged in a forceful voice for an elderly woman.
His wife, Shino Kajita, sitting closest to Kensuke, had reversed her attitude and now stared intently at Saori, catching her every word.
"And on that golf trip, you took a woman by the name of Mitsue Nakano, whom you have been having an affair with. Yet you had the expenses of the golf trip covered under the company expenses. Furthermore, you visit the nightclub run by this woman, Mitsue, in Ginza twice a week, and pay about ¥50,000 each time as business expenses. Is that correct?"
Just before Kajita responded, Shino, turning her head to the side, stared at Kajita and interposed immediately, "What? Is that so? Really? What Mrs Mitsuda just said is true?"
A Child in the Mix
"Silence! Executive Director, Mrs Shino Kajita, I'm still in the middle of questioning," Saori snapped in a demanding tone that even surprised herself. She felt a growing sense of excitement. She wondered when was the last time she had experienced such a thrill.
"Mr Kensuke Kajita, you have a child by her, don't you? A girl of eight years now, named Makie Nakano, correct?"
Shino's eyes were glued on Kajita, her face completely blank. Except for Kensuke Kajita, Saori Mitsuda, Maehara, and Nakagawa, all other attendees were either board members or employees of Mukoujima Transport and were Shino's subordinates.
Shino thought: {it does not help if I lose my cool here. If I make a scene, I will lose face. I should stand tall through this situation.}
That thought brought a stoic look to her face.
Kensuke Kajita, barely audible, said, "This general shareholders' meeting is over." He abruptly sprang from his chair and took to his heels.
As Kensuke Kajita fled the room, Saori Mitsuda sharply retorted, "You know, this is proof that a company needs to have outside directors." It was a line that she had learned from Momoi.
Kensuke Kajita paused for a split second, but hurried out of the exit without so much as turning around, as though he had not heard anything.
Maehara rushed to the door and craned his neck out, looking for Kajita. "Mr Kajita? Mr Kajita?" he said in a suppressed voice. But Kensuke Kajita ignored him and trotted away.
After Kensuke Kajita walked out of the meeting, nobody said anything and they all left the room except for Saori Mitsuda and Maehara. Thus, the general shareholders' meeting came to a messy end.
Let the Tears Flow
Kensuke Kajita left in the middle of the general shareholders' meeting, entered his familiar president's room, and locked the door from the inside.
He was knocked all of a heap. He could not stand being there and presiding over the meeting any longer. All that he could do was run off. It was like deserting a sinking ship. He knew it. In the end, he had resigned to locking himself up in his own room.
He sat at the desk. Tears trickled down his face. He wiped his tears with his right fist. He remembered that something similar had happened in his childhood, when he was overwhelmed by a sense of humiliation for no reason. Tears continued to well up in his eyes and drop on his gray pants, making round wet spots as he was seated in his chair.
{Did I ever do anything wrong? Could it be wrong enough to make myself run away from the meeting room?} He asked himself. {No, never!} He had asked himself the question many times up to that moment. The answer was always the same.
{What does it matter if I went golfing with Mitsue at the expense of the company? The people in our company don't know, but Mitsue is an adviser to our company. I pay her to get advice. She receives money for giving advice not only to our company but also to some other companies. She's a person of talent. That has been objectively proved.
{The payment to her has also been approved by Mr Nakagawa. I should say we are lucky that such a skilled consultant spares time for us. So I've entered into a contract to pay her remuneration — on par with the other companies according to her.}
The Girlfriend Consultant
{She also taught me how to wine and dine our clients. And that eventually led to a big increase in our income. We rent buildings and earn money from it. Those people from big companies in charge of the leasing business with our company are inclined to expect and enjoy small perks as clients: drinks and golfing.
{I don't need to ask for her advice about golfing. I know it well. But I need advice about drinks, which can be tricky… Especially the choice of place for dinner, and the choice of drinks. Champagne, red or white wine, Bourgogne or Bordeaux, or a California vintage. There is some fine wine made in Japan, too. And Japanese sake, and shochu as well.
{What is the beverage of choice for seasonal dishes? A number of people from among our tenants who are in charge of doing business with our company look forward to our wining and dining. Thanks to them, we can smoothly implement rent increases on the condition, of course, that the new rent is only incrementally higher. Otherwise, they cannot enjoy drinking with their landlord.
{Whether to accept a landlord's rent increase and what constitutes an appropriate amount of money are actually decisions that fall under the discretion of the people in the lower part of an organization. Such people, though they are loyal to their companies, hope to get some benefits if the occasion arises. They know well how much money it means. For our client companies, leasing buildings from us is not a main line of business, anyway.}
Working the Perqs
{I cannot hand them money for no particular reason. When I invite them for a drink to thank them for their cooperation, and if they decline, it may worsen our relationship. If I take the form of social gatherings, they have a good excuse to be treated. I am no fool. I wine and dine them first after the renewal of a contract and from the second time they expect similar perks.
{After all, perquisite is a very good language. Alcoholic drinks make people loose and expansive. When they are offered rare drinks or expensive wine and they accept it, they instantly become an unwitting accessory.
{A 1% increase in monthly rent means a 20% increase in profits for our company, or maybe more. If the rent is increased or maintained the same, it translates to big profits. And with the costs remaining the same, the rent increases… it's all good for us.
{When I explained this to Mr Nakagawa, he grunted saying, "If it's done in moderation, no problem." The tax office also gave the green light. I'm sure that Mr Nakagawa even suspected that there was something going on between Mitsue and me. He turned a blind eye to it today, though.
{I had expected Mitsue to work more for us. I'm sure she increases our income. What is so wrong to have her with us? The figures don't lie. For sure, she has helped us earn more than we have paid her.
{It is quite natural that golfing expenses with an advisor are on the company, isn't it? Is it not acceptable just because she has an affair with the president, even though her services benefit the company? We are not a listed company.}
Second-Guessing His Lies
{I am not wrong at any rate. Then why did I bolt as if I were a cat burglar?
{I just couldn't be asked to make excuses. I couldn't stand to lie through my teeth over and over.
{Lies? To whom? To our company? Who is our company? Shino? After all, it comes down to her.
{Actually, I didn't mean to tell lies. I had said quite reasonable things. But they would sound like lies to those who heard them. So there's no use trying to confront it. To Shino, I can't say, "The truth is, I have a sexual relationship with that woman. But she is a good consultant who helps our company earn a lot, so I need to entertain her." How could I say that? I didn't want to hurt my wife's feelings, so I chose not to say the truth. It was because of Shino.
{But it kept me high-strung and in the end, I was compelled to act timidly.
{I couldn't hold out any longer.
{That was it. It took me this long to get to the conclusion.}
Kensuke Kajita got to his feet, picked two or three sheets of tissue paper, and wiped his pants with them. The area around his fly was wet. It looked embarrassing. Nobody would guess that it was stained with tears. He moved to the other side of the desk, slumped on a sofa to the left of the desk, and lay on his back, staring at the ceiling. He had never stared at the ceiling so intently before even though it was his own office.
{It must be unbearable for Shino. She will never forgive me. I understand. I understand. That's why I hid it from her up to now. I tried my best to keep it concealed.}
How Dare the Shareholder!
{I can't see how Mrs Mitsuda could dare to do something this terrible to me. What right does that shareholder have to divulge such secrets of mine? Of all places, in front of the public. It'd be understandable if my wife, enraged by jealousy, spilled the beans, but what the devil is the shareholder of the company doing this for?
{Shino was there, so I couldn't bring myself to put up a fight. For Shino, the situation couldn't be worse. She was forced by her aunt to face the fact that she was a stupid wife who had long been duped by her husband.
{It was also disclosed that our marriage had already broken up. But the circumstances forced her to wear a straight face. It was like someone pinning her one cheek against the wall and punching her other cheek with a fist, without holding back. I do really feel sorry for her. Never did I dream that what I had done would develop in the way it did. I really didn't mean it.}
He thought and sat up, leaning his head back against the seat. He closed his eyes.
{I know I'm talking absolute nonsense. Anyway, it's all over. I'm done with it all, at last. I believe I have worked for the benefit of the company up to now. But I am done with it. I will fire myself. Kensuke Kajita, you are unfit for the office of president. Therefore, you are fired. Leave immediately with your personal belongings. All right, all right, whatever you say…that kind of thing, right? So today is the last day I see this room.}
One Thing Left to Do
He let out a big sigh. Again he lay down on his back. He took off each of his shoes as if to throw them into the air. Then after removing them, he slid his right big toe into the rubber part of his left sock and stretched his right leg out to take off his left sock. He did the same for his right sock and both feet became bare.
He clapped the soles of his feet two or three times in the air. {"Oh, no! Don't swat the fly. Look, it's asking for your mercy by rubbing its palms and soles together." (Yare utsuna hae ga te o suri ashi o suru) I am like the reincarnation of the fly buzzing around Issa (一茶)(a Japanese haiku poet) two hundred years ago.}
Laughter welled up in him. He forced a smile with his nose and lips. {Well, well. What should the retiring president do as his last job in order to keep the business of the company running smoothly?
{Leave all the keys on his desk so that the chief of the administration department can take care of them. Seals…I don't have many on hand. Anyway, new seals will be made immediately for a new president.
{The contracts with the tenants are dealt with by the business department, so business will not be interrupted even with a change in president. We just manage our real estate, not a big business. It's no different from an individual who owns a lot of real estate. We only use the form of a joint-stock corporation for tax purposes.}
Kensuke Kajita stretched his body. Then he realized that there was one more thing he still had to do.
Continues in: Minority Shareholders, Chapter 27: Guilty Reflections
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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.
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.
