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 30: Takano's New Appointment
Continuing from Chapter 29: It was cruel of Shino Kajita 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. [...]}
Shino's Choice
Norio Takano was seated before his lawyer Ooki…in the same meeting room, in the same chair, and at the same table as when Takano had broached the subject of his mother pestering him to buy the shares.
"Listen, Takano, I want you to be an outside director of Mukoujima Transport. We have already obtained approval from the owner, Mrs Shino Kajita, or rather I should say that it was her earnest desire.
"She said, 'We're not listed. And we have not more than ¥10 billion in assets and only ten employees. I know it's not enticing enough to pique Mr Takano's interest. But I understand he has a genuine interest in family companies like ours, thinking that the corporate governance system is important even for unlisted companies.
'He is not the type of person who is only interested in making money, taking advantage of his position as a shareholder. And I would say he is the right outside director for our company. I would like him to use our company as his first experiment to see how the idea of introducing outside directors to unlisted family companies works. Please ask him what he thinks about my suggestion.'"
"Well, that's what she said. Takano, I think you should accept this offer. Mrs Saori Mitsuda, a minority shareholder, is also for it. Remember her? That elderly woman who made a phone call to you. I guess this is the very goal for which you have established the Association for Family Company Governance. And you have expected it to inevitably develop in this way, right?"
"Me?"
"Yes, you!" Ooki insisted.
"You may be right."
Takano's Theory of Governance
"Yes, the governance system is not only for the protection of minority shareholders. But it's also for the improvement, maintenance, and development of a company, which eventually serves the interests of the company's stakeholders. It also benefits society. That's your theory, right?"
"Exactly, but it's likely that I will have my fingers burned with a finger in every pie."
"Oh, come on. You set up the incorporated association because you want to make your wishes a reality, right?"
"Hmm…I wonder."
"It's a good chance. You shouldn't pass it up."
"Well, if you insist."
"Done! I've got to report this to Mrs Saori Mitsuda and Mrs Shino Kajita immediately. And I'm sure they will be more than happy to hear it. I want you to meet Mrs Shino Kajita at the earliest possible date. Oh, wait. The moment she meets you, she may say, 'Sensei, I am instinctively repulsed by that kind of face.' Ha, ha."
"Oh, no! Then show a picture of me to her before we meet. Well, she can see my face on the website of our association. And tell her that the picture doesn't do me justice and that I look much much better in person, OK?"
"Sounds like arranging a marriage. Am I a go-between for a man of sixty-nine and a woman of sixty-five? Wow, I'm starting to get excited."
Ooki struck his usual smile. Takano grinned and said, "Don't banter me. It's business, you know."
"For someone, especially someone with time on his hands like you, doing business equates to killing time, right?"
"Well, I guess you could say that. No, you're right, this is a time killer."
Kensuke Kajita's Divorce
Kensuke Kajita handed in his resignation and demanded a divorce himself. He said that he would give Shino all of the shares in Mukoujima Transport he owned as the property division, damages for mental suffering, etc. Moreover, he said he would require no retirement pay.
He added that all negotiations that would ensue would be left in the hands of his lawyer, Toshitake Maehara.
It was urgent to convene an extraordinary general shareholders' meeting of Mukoujima Transport as soon as possible and to choose a new representative. An outside director would also need to be appointed at the meeting.
A New Company with an Outside Director
A month later, an extraordinary general shareholders' meeting was held, and Norio Takano was appointed as an outside director of Mukoujima Transport.
To be exact, an amendment of the articles of incorporation to change the company name to Mukoujima Corporation had come into effect just before Norio Takano's appointment at the general shareholders' meeting. Therefore, Takano became an outside director of the renamed company, Mukoujima Corporation.
Previously, the general shareholders' meeting had been held after the board meeting, just for convenience's sake, in the same room. But this time it was duly held in a meeting room different from the room where the board meeting was to be held. And the convocation notice had been sent beforehand to all people concerned.
At the board meeting held immediately after the general shareholders' meeting, Mr Katsunori Tsukishima, who had supported Kensuke Kajita as executive managing director until that time, took the chair as president. Originally, he had been dispatched to Mukoujima Transport at the age of thirty-two from a Shinkin Bank, the company's client. But eventually, he transitioned to formal employment at the company as his relationship with Mr and Mrs Kajita grew closer. Since then, he has been in charge of the management of Mukoujima Transport.
The fact that Tsukishima had assumed the post of president at age forty-eight, along with the change of the company name, showed a clear message in and out of the company. There was a generational change in the company with a new management team.
At the same time, it was also clearly conveyed that Shino Kajita, the owner, assumed the post of chairperson with no actual power. And she retired from her post to become a counselor.
Shino's Curious Rage
Greeting cards had been prepared with Takano's name printed next to President Tsukishima's. This denoted that the outside director was held in high esteem. It had been arranged under the instruction of Shino.
Soon after the general shareholders' meeting, Shino Otsu, who had reverted to her maiden name, found herself in Ooki's law firm. She visited the firm to address matters relating to Kensuke Kajita.
"Hmm…he applied the shares to the property division? He can go to hell. None of them had been acquired by him. All of them had been created by Sakujiro Mitsuda. And yet Kensuke is getting away with a part of the company's property in trust. And he has settled down to lead a happy life with Mitsue Nakano and their eight-year-old daughter. Sensei, I will never forgive that man."
Only Tsujita was in front of her. Shino made no attempt to conceal her honest feelings, perhaps because she was comfortable speaking woman to woman.
"I'll send him to hell." She repeated the words a dozen times. Every time she uttered the words, Tsujita understood that Shino was too upset to contain herself.
Tsujita thought: {I wonder why she is so vindictive. Where does this hatred come from? Jealousy? A grudge because her pride has been hurt? Obsession? A matter of money ultimately? That is, she wants to recover the assets taken away in trust?}
A Totally New Look
Tsujita felt in her bones that it was going to be a prolonged battle. It was Nakagawa who had set up the trust. Since the trust had been created by an expert after due consideration, finding flaws in it would not be easy.
But she thought that trusts had not sunk in yet in Japan. And therefore it should be possible to discover some vulnerabilities. She wondered how she could explain the matter so that the court would render a favorable decision for her client. Tsujita predicted there would be a scramble for expert appraisers based on her past experience.
Mukoujima Corporation, having changed the corporate name from Mukoujima Transport, took on a new president and appointed Norio Takano as a new outside director. After the change of scenery, Mukoujima Corporation looked like a totally different company.
A board meeting was held once a month without fail. The chairperson, Shino Otsu, would attend the meeting every time it was held. She would sit next to Katsunori Tsukishima, the new president, and across from Norio Takano, the outside director.
A report by the president, and subsequent discussions between the owner chairperson and the outside director, were central to the board meeting. In addition to the three, Mr Mitsuto Otaki was present as the director in charge of business operations. He had been in charge of the maintenance and management of various types of property for a long time. And Nakagawa was present as the auditor. It was a small meeting with only the five members present.
After the one-and-a-half-hour board meeting ended, lunch was always served. Every time, the most expensive unaju (rice and grilled eel) from a local eel restaurant would be arranged.
How You Draw the Knife
Such days passed and the summer came. One day at a board meeting, Shino Otsu finished her unaju lunch first. After sipping some green tea, she glanced up, looked around at the four, and cheerfully suggested going out for a drink to cool down. It would make an appropriate ceremony for the newly-born Mukoujima Corporation after the recent troubles had settled and the company had returned to normal. And it had managed to maintain a profitable business as usual. Everybody agreed with her suggestion.
After the meeting, they went down to '香味屋' (Kamiya), a time-honored European cuisine restaurant located in Negishi, Taito-ward. "I have a very fond memory of this restaurant with a certain person," Takano said and ordered lettuce salad before the course menu. His wife, Eiko, had told him to be sure to start each meal with a fresh vegetable salad without carrots, potatoes, or pumpkin because they could cause a rapid rise in blood sugar.
When Takano drew the knife to cut the lettuce from left to right, he heard Shino Otsu sitting next to him heave a sigh.
"Oh, dear, do you usually cut lettuce like that, Mr Takano?" she asked with her eyes widened.
"Yes. Otherwise, the lettuce is too big for my mouth."
"Oh, my dear Mr Takano, do you draw the knife across a steak and a cutlet, too?"
"Yes, I think so. It's not necessarily my habit, but I usually do that, maybe unconsciously. I've never thought about it, though."
After such discourse, Shino continued to stare intently at the way Takano used the knife.
A Private Conversation
The gathering at Kamiya ended, and everybody started preparing to leave. Then, Shino stepped in close to Takano and asked him in a low voice to spare some time for her because she had something to speak with him about in private.
The two black cars headed in line for a small counter-only bar in Ginza.
"Hello, Reiko. It's been a while." Pushing open the door to the bar on the eighth floor, Shino exchanged greetings with a woman approaching her. Takano was standing silently by the door. Shino introduced Takano to her.
"This is Mr Norio Takano. He is an outside director of our company. He is kind enough to work as an outside director for such a small company like us because he is the head of an incorporated association called 'the Association for Family Company Governance.' We exhorted him to use us as an experiment."
The woman called Reiko had thin and long eyebrows on a small white face. She raised her eyebrows to make herself look a bit surprised. "Ah, he is the guardian deity that you often mention, right?" she asked with delight, looking Takano straight in the eyes.
"Aunt Kajita. Or rather, Aunt Otsu has told me a lot about the incorporated association. She said that the head of the association was very dandy and looked very much like Sakujiro Mitsuda, the founder of Mukoujima Transport. Aunt Otsu owed him a lot.
Reincarnation
According to her, your voice and tone are similar to his. Sakujiro was said to be a very nice person. He was kind, generous with his money, and diligent in his work. He had a deep baritone voice, and it charmed her very much. It is said he was called the Fischer-Dieskau of Mukoujima."
Since the day Aunt Otsu met you, she has looked like a love-struck schoolgirl. Go figure."
"Oh, Reiko, what are you talking about?" Shino mumbled, flustered.
"So, I asked her to introduce you to me here as soon as possible," she said and directed a meaningful look at Shino.
"He really is a wonderful person, exactly your guardian deity as you said," Reiko whispered to her.
"You're always telling me in fascination that Mr Takano is the reincarnation of Sakujiro," Reiko said in a happier voice and turned to Takano. "Well then, what sacred sake shall I give Mr Guardian Deity? Whisky and water? No, not that run-of-the-mill drink. It's not suitable for a deity, right?" Reiko said.
Wine with a Deity
"I'll go with wine, if possible. Tokaji would be fine, if I may," Takano said.
"Of course! The deity and sweet wine from Hungary…a perfect match!"
She widened her eyes as though she had been too impressed not to express it. She turned around and crouched down, looking for the wine bottle on the shelves behind the counter.
"I'll have the same." Shino let out a little sulky voice as if she had been left behind in the conversation.
Reiko, wearing a close-fitting black skirt, had her back turned to Shino. "I envy you, Aunt…sharing the same wine with a deity."
"Sharing the same wine?" Takano asked toward her back in an innocent and cheerful voice.
"Yes, you know, sharing the same umbrella with someone very intimate like two peas in a pod. It's the same…sharing the same wine." Reiko answered with her back still turned to them.
Reiko discovered the bottle and turned around with it in her hand. Then, she carefully poured the slightly thick Tokaji into two small wine glasses.
Continues in: Minority Shareholders, Chapter 31: A Special Nighttime View
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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.
