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BOOK SERIES | Minority Shareholders, Chapter 29: Hidden Property
A secret Cayman Islands trust and other properties are found as Ooki's office digs into the case in Chapter 29 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 29: Hidden Property
Continuing from Chapter 28: Saori Mitsuda breathed in and out and said, "Sensei, she is the woman who had an affair with my husband before her marriage. […] You're already aware of that, right? What goes around, comes around, doesn't it? [...] They say womanizing was in his DNA."
"Others cannot tell what actually happens between a man and a woman," Ooki said and stole a quick glance at Tsujita seated next to him. She wore a gentle but bewildered look on her face.
Tsujita came into Ooki's office and said that she had something to report to him.
When talking with the lawyers in the law firm, Ooki uses two different rooms depending on the situation: his office with his desk, a PC, a printer, a marble paperweight given as a gift, a Baccarat stand clock, and a table large enough for six people; and his own meeting room adjacent to his office. He uses his office when meeting with four people or less, and the meeting room for five people or more. The table in his office is half occupied by a large number of newly-purchased books, leaving not enough space to sit six people.
Adjacent to his office, the meeting room is the same size as his office and is furnished with a large table for ten people, a PC, two big monitors, and an electronic whiteboard. There are also two extra tables for more people when necessity arises.
Ooki's Early Influences
When Ooki is seated in the meeting room, he recalls the past. Ooki had been young, in his early thirties, and overflowing with ambition. Then he entered private practice after serving as a prosecutor for two years. He was interviewed by a Japanese-American lawyer and accepted by his law firm.
Over the next six years, Ooki worked for a Jewish-American lawyer and a Japanese-American lawyer. Mr Gogelstein, the Jewish-American lawyer, had a meeting room next to his own office. However, Mr Scott Ouchi, the Japanese-American lawyer who had accepted Ooki, did not have his own meeting room. Instead, he had instead occupied an office large enough to fit a meeting room inside.
When he opened the black leather door, Ooki could find Scott Ouchi far in the distance. The scene had looked incongruous with the traditional atmosphere of the Marunouchi prime location overlooking the Imperial Palace. But at the same it time blended oddly well with the sublime beauty of the landscape.
Ooki did not necessarily emulate Mr Gogelstein's way of setting a meeting room for his own use next to his office.
He frequently needs to have meetings with a number of lawyers. Every time there is a landline phone call during a meeting, he is called by a secretary over to his office. Even though he can have a call connected to him in the meeting room, he may not be able to talk openly with the person on the other end of the phone, depending on the nature of the talk.
A 'Nasty Piece of Work'
It is a hassle to return to his office whenever there is a phone call for him and can take a few minutes to transition. So, thinking that it would be convenient to have a large meeting room close by, adjacent to his office, he uses the vacant room next door for that purpose. That is just about it.
Tsujita came into Ooki's office alone, holding a thin sheaf of documents in her arm.
Ooki stood up and urged her to sit at the table placed before his desk.
"Sensei, Mr Kensuke Kajita, oh, he is a nasty piece of work."
"A nasty piece of work?"
"Yes, we've found that he had shrewdly managed a trust and put aside about ￥1 billion JPY (about $6.85 million USD) for himself alone, not for the company."
"For himself and Mitsue and for the future of their eight-year-old daughter?"
"I guess so. He was wise enough to use less than ￥10 million each time, which doesn't need to be discussed at a board meeting according to the company rules. But ￥10 million by 100 times makes ￥1 billion. The trust…our enemy must be a genius."
"Enemy? Oh, yes, he is an enemy."
"He is! Remember, Sensei. Our client said she wants to drop Kensuke Kajita in hell."
"Hell…even though she said so, it doesn't necessarily mean that's what she really wants. Mrs Shino Kajita herself may mix business with her private matters, too. She may have colluded with her husband to include the cost of their own house as a company expense. Yet she is going to oust only her husband."
Peering Into the Trust
"Even if she really intends to, and we help her to realize her goal, it doesn't necessarily lead to the true benefit of the client. It's often the case that the pursuit of shareholder interests does not go hand-in-hand with personal feelings."
"But the property in trust all comes from Mukoujima Transport."
"Hmm…it can be a breach of trust on the part of the representative. All the shareholders have already approved it?"
"I don't think so, considering the fact that Mrs Shino Kajita knew nothing about it before the ruckus at the last general shareholders' meeting…neither the existence of Mitsue Nakano nor the eight-year-old daughter."
"Yes, I remember. By the way, who is the beneficiary of the trust?"
"It's Mukoujima Transport."
"I guessed as much. And that trust contract is irrevocable, and the trustee is presumed to be a foreign lawyer or certified public accountant that Kensuke Kajita chose, right? The trustee is supposed to manage the trust for the benefit of the beneficiary. But actually, it's been cannily designed to work for the benefit of Mr Kajita and the Nakanos."
"Yes, that in a nutshell," she said in a few words.
Her interaction with Ooki always goes like this. She starts off with a conclusion first and then gives the necessary details, responding to questions by Ooki. Ooki never fails to ask questions. She gives a detailed explanation when his question requires. Having stuck with this attitude, Tsujita has worked for Ooki for as long as thirty years.
Thirty Years in Ooki's Firm
She started working for Ooki's law firm at the age of twenty-five. Thirty years have passed since then and she is fifty-five now. Her daughter, when she was still a child, had run a fever while Tsujita was sent to Los Angeles on business, and now that daughter has grown up to be a lawyer, too.
Tsujita has always been by Ooki's side. When she had to work late into the night, she would sometimes take her daughter to the office. Her daughter would sleep peacefully on the sofa in his office.
"Anyway, we have to report this to the client right away."
"Yes, sir. And at that time we also have to tell the client that Mitsue Nakano and her daughter live in Aoyama Park Tower, one of the trust assets."
"Wasn't that brought up at the general shareholders' meeting? Whatever, it doesn't surprise me anyway. For better or worse, Kensuke Kajita did it because he is a man."
"Man? He received income from the company as an individual and was in the position to dispose of the company's big assets at his discretion. He just happens to be a man."
"No, I mean it's men's nature. Men bend over backward, trying to earn praise from a woman special to them throughout their lives. A house is the biggest target in life. The Aoyama Park Tower is a fine condominium building that I think the winner deserves as a trophy, right? Oh, sorry, this is just bunkum by a sentimental and decrepit man. Just take it as improper monology by a lawyer who happens to be a man."
Tsujita just smiled but did not respond to Ooki's statement.
Savoring the Complex Case
"Anyway, the company with big assets; graying Mr and Mrs Kajita and their divorce; the act of infidelity on the part of the husband; the husband's illegitimate child; surreptitiously but dully produced trust assets; the future of the company; various stakeholders of the company. Wow, what an amazing matter to deal with!
"We are bound to undo the trust, right?"
"Yes, sir."
"What I mean by 'amazing' is that it is worth the challenge as a lawyer. And it'll also bring income and work for our young lawyers. This matter is really intriguing. It's not just about producing business documents from common formats. Huge property belongs to the organization, but individual factors are entwined with it.
"Although it's called an organization, it's different from a gigantic assemblage of employees and is just a small organization that is very human yet still called a joint-stock corporation. Individuals and organizations. They intertwine with each other to display the multi-dimensional working of human society."
"Besides, we'll be led to deal with issues related to overseas subsidiaries, property exodus, and international taxation. It's been brought to light by the Panama Papers how much tax havens are linked to the crux of the modern monetary system.
"Next is the Paradise Papers. Japanese laws and foreign laws cross swords with each other."
Between the Organization and the Individual
"Yeah, I'm delighted. I can contribute a mite so that the young lawyers will be able to tackle such challenges. How can they create their own lives, shape them and make them flourish? My efforts to set up the firm and maintain the business will be rewarded. After all, it always comes down to the correlation between organization and individual…it is my lifelong quest."
"Sensei, it's not a mite, but a lot. I entered this law firm as a young lawyer…thirty years ago. And I think nothing has changed ever since."
"Watch it, watch it."
"Eh?"
"This firm is not the Garden of Eden. I have eaten the apple from the tree of knowledge of good and evil day in and day out so that our firm will not develop into the Garden of Eden. It's delicious, but I think it will pall on me someday."
"Not yet. Way off in the future."
"It's nice of you. Tender words. Thank you. I should say it's sweet or too sweet. Old soldiers never die, they just fade away, right?"
"It's MacArthur's line, isn't it? He belonged to a behemoth called the US Army. You're an individual. You are the individual who set up this organization, though smaller in size. It's incomparable."
"Like being constantly slammed by the waves of the ocean, yet rising to the surface again, people across the nation suffer from different troubles. Anyway, I want you to continue to help me the same as before. By the way, when can I see the client this week?"
In the end, they were back to business and talked about the meeting date with the client.
Colors Like the Panama Papers
"Mrs Kajita, these are the true colors that your husband of thirty-nine years has shown." Tsujita explained it to Shino Kajita, flipping through the three-page A4 paper memorandum. Ooki was seated next to Tsujita in silence.
"He uses a charitable trust in the Cayman Islands."
"Charitable? Does it have anything to do with a charity or philanthropy of any kind?"
"No, it just makes a nominee."
"Cayman? Trust? I'm sorry, but it's as clear as mud to me. I wonder what kind of man he actually is. Although I thought I knew everything about him, he's distant now. I can't help laughing at myself."
Tsujita disregarded Shino's last words, but said, "Cayman is the name of a chain of islands in the Caribbean Sea. The trust is like a company."
"Did he ever go over to such a place?"
"No, I don't think that even the advisor to Mr Kensuke Kajita has been there. I myself have established a number of charitable trusts in Cayman, but I've never been there. One of my clients told me that the Cayman Islands are blessed with a beautiful sea suitable for scuba diving. I have seen some underwater photos of them."
"It sounds like the world in the Panama Papers."
Resignation Received
"Oh, by the way, Sensei, he submitted his resignation…to me, a board director, together with resignations as president of the three companies whose shareholders are only composed of our family members.
"It seems to me that he is saying, 'You take care of them on your own since they're your companies.'
"I am abandoned. Actually, I've been left abandoned since long ago. I will make him reap what he has sown because it is cursed. It's what he should toil to harvest using his own hands even if his hands hurt and bleed with the prick of thorns."
She went as far as to say that and released a big sigh.
"He must make atonement," Shino said in a low voice.
Her tone of voice sounded eerie to Tsujita. Maybe because she wanted to wipe away tears, she took a handkerchief out of her Prada bag sitting on the chair next to her. It was a little big for a woman but was of superlative quality made of cotton seemingly from the West Indies.
"Oh, that's Sea Island Cotton, is it not? The place where it's made is close to the Cayman Islands."
Shino Kajita looked surprised and stared at the handkerchief for a brief second. Then she roughly rolled it up in a wad and put it back into the bag.
Tragic Stories of Sea Island Cotton
"I'm sorry," Tsujita apologized, and Shino came back to normal.
"No, Sensei. I think that a good many stories are woven into this cotton. African people taken by force from the West Coast of Africa to the West Indies were forced to make this. Even now, it is the descendants of those Africans who make this cotton.
"The same is true of tea and sugar. British landlords lived in Great Britain, a metropolitan country. I guess there may be descendants of such African people living in the Cayman Islands you mentioned. They are children and grandchildren of those Africans who grew sugar cane and died a long way from their homes hundreds of years earlier."
Tsujita was puzzled. She wondered what kind of person this woman was.
The Close Proximity of Empathy and Anger
It was cruel of her to say that she would never forgive her husband, Kensuke Kajita, and send him to hell, but on the other hand, she demonstrated empathy, relating stories about the sad lives of African people in slavery. At the same time, she was conscious of the fact that the British owners of those African people had enjoyed a high life back in the metropolitan country.
Tsujita thought: {she must be thinking of the daughter between her husband and Mitsue Nakano. But at the same time, she said that she wanted to send the daughter's father to hell. Is that an oddity of human nature?
{If it were me, what would I do? But I'm a lawyer. I'm just sitting here, listening to what she says that is no business of mine. And I'm sure I can stay composed no matter what happens as long as it doesn't happen to me. That is my role and my life. But I'm not made of wood or stone. I'm a human being…an individual. But except that I am a lawyer, what does life mean to me?
{Mr Ooki seems to be different. He lives a fulfilling life as an individual as well as a lawyer. And he cherishes his married life and takes pleasure in growing potted plants as his lifelong hobby. He is intriguing.}
Continues in: Minority Shareholders, Chapter 30: Takano's New Appointment
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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.
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