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BOOK SERIES | Minority Shareholders, Chapter 31: A Special Nighttime View
Norio Takano finds himself calculating the risks at a bar with Mukoujima Co's owner chairperson in Chapter 31 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 31: A Special Nighttime View
Continuing from Chapter 30: Norio Takano, now an outside director of Mukoujima Co, has joined Shino Otsu [formerly Kajita] for a post-board meeting drink. They are at Shimizu, her friend Reiko's bar in Ginza. Reiko, wearing a close-fitting black skirt, has her back turned to Shino when she says, "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.
A large picture window bursts into view when the door to Reiko's bar is opened, and it is dark outside the full-length window. The road is seen just below the window. Beyond the road is the expressway which runs parallel to the electric train line. And still beyond that is the Shinkansen rail track. A number of iron and concrete rail networks and roads can be seen, extending out one after another across the picture window.
Staring at the darkness out of the window, Takano felt dizzy, as though he were being sucked from his feet out of the window. The sweet aroma rising from the Tokaji in Takano's hand, the view extending through the window… it seemed to him that everything was beginning to melt away in a dreamy way. Takano was immersed mentally and physically in feelings of faintness and languorousness.
'Shimizu'
This bar called '清水' (Shimizu) boasts of its privileged location. It's situated on the top floor of a building overlooking Corridor Street at 8-chome in Ginza. It is open only at nighttime. Therefore, like Takano, customers who come by the bar are attracted to the night view outside the window and the various rail networks and roads that run across the window.
At close to forty years of age, Reiko Shimizu had realized her long-awaited dream to be the owner of her own bar. She had harbored the dream since she had worked at a club. The bar was named 'Shimizu' after herself and she was called Rei-chan by her customers.
"I have incurred lots of debt from a government-backed finance corporation," Reiko openly said to Takano, who was nothing more than a stranger to her at the time.
"Mr Takano, Reiko's business has been doing very well, so all her customers love her and this bar. It's already been five years since opening," Shino chimed in. She twisted herself to face Takano seated on her right at the counter.
"Well, our newly-born company has finally got off the ground. […] It's all thanks to Mr Takano," Shino said and politely bowed to Takano with both hands over the counter made of black granite stone. She was in a low-cut, dark red Ferragamo dress, which flowed along with her movements. The bodice revealed the shape of her large breasts. "I hope you will be with us and take care of our company for good. If there's anything you don't like about our company, please feel free to let me know," Shino said.
Cutting Lettuce With a Knife
Takano straightened up and said, "Absolutely. I'll be on my best behavior. But I won't hesitate to say what needs to be said, since I'm an outside director. Being independent of the company, I will keep close tabs for the sake of the stakeholders including the minority shareholders. Your company stands as an important experiment to examine how well outside directors can work for smaller unlisted companies."
Shino gave Takano a seductive look as she stared at his mouth while he spoke. She looked a little drunk.
"By the way, you intently watched me cut lettuce with a knife. Is there any reason? Haven't you seen anyone do the same before?" Takano asked.
Shino responded as though she were waiting for the question, "Oh, I'm sorry for my rudeness, but Kamiya was the first restaurant that Sakujiro Mitsuda took me to. On that occasion, I noticed him cutting lettuce by drawing the knife straight across it from left to right. I thought it was really cool. That was more than forty years ago. You cut the lettuce exactly the same way he did at exactly the same place. So I couldn't help taking in the moment."
"You mean the way I cut lettuce?"
"Yes, it's not common for us Japanese to cut lettuce with a knife when eating it. It's also quite unusual for a Japanese person to draw a knife from left to right on the plate."
"Is it, really?"
"Yes, usually people move a knife back and forth vertically. By the way, Mr Takano, you said that the restaurant brought back good memories with a certain person, right? I'm very curious. Do you mind if I ask you who that certain person was?"
Takano's Second Thoughts
Takano had a premonition that this would bring him somewhere he did not expect. {It seems that I am thought of as a replacement for a man she met more than forty years ago. Can I go on without any trouble? Can I make it safe and sound through this trap with its mouth wide open?
{This may be the first step for people to get entangled in a web of trouble. Who'd have thought that I, pushing seventy, would enter into a new relationship with any woman other than my wife?}
Takano had hardly ever cheated on his wife ever since their marriage had begun. He did not feel inclined to betray Eiko, who had bet her life on him when she was not sure that she would be able to marry him. He may have flirted with some women, but in recent years he found it a hassle to get involved in love affairs. If he restrained himself, he could avoid the trouble.
But sometimes he would be ashamed to find something else within himself. He feared that if he let the rest of his life pass by doing nothing he would be caught up in remorse on his deathbed and end up dying in despair. That thought sometimes flashed across his mind. He felt rushed. But it had never developed further than that. He would suffer such frustration from time to time, but it disappeared before he knew it.
Calculating the Risk
Takano thought: {It looks like a flame of life of some kind has started burning quietly in my mind now. Is this karma? No, it seems like something more extensive, something that extends to the root of life. Getting this kind of feeling back at this age…men are…incorrigible creatures.
{Anyway, is this a so-called woman's seduction? I wonder why this woman, Shino Otsu, is displaying this seductive attitude toward me. What does she expect from me? She's a woman of sixty-five who had been betrayed by her husband of a good many years. No, that's only a part of who she is that I know. But other than that, I know almost nothing about how this woman found her way here.
{Has she had an affair with another man? If she has, was it not just once? If she hasn't had such an experience, how can I make sense of this behavior? I haven't the faintest idea.
{I've already grown too old to give in to a woman's seduction without hesitation. Anyway, I think I can get through this situation fine today. I drank a lot, so I'm safe. My body won't agree even if my mind decides to make a move. It's physically impossible for me to make love under such conditions.}
A Drink to Escape the Heat
He tried to convince himself, but he heard an inner voice saying: {The chances are we will kiss each other. If we did, we would move on to the next stage. And then, what would happen next? A man of sixty-nine and a woman of sixty-five…
{It wouldn't be surprising if anything happened between us. But I believe it is always men who have to make the first move on women. It's men's responsibility. Men should take chances on love affairs and face up to the shame. I ask myself if I'm really in the mood to find new love at this old age. Is it going to be something that makes me the slave of infatuation? And could that be a fair exchange for the calm and peaceful life I am enjoying now?}
Takano carefully stared at Shino before his eyes.
"No, please don't stare at me like that," Shino inadvertently said in a low voice.
{Oh, this is the epitome of what is called a girl's coquetry. I wonder whether this woman is conscious of the way she's behaving. It must be that the mind of a sixty-five-year-old woman remains the same as when she was fifteen.}
Takano recalled that Shino had suggested going for a drink to escape the heat and taken him to this bar. He remembered her saying that she wanted to have a talk with him.
What To Do With the Company
"Oh, forgive me, but people can't help but stare at something beautiful before their eyes. Ah, I think I'm drunk. "By the way, you said you have something to talk with me about. What is that? I'd better hear it now before I get any more drunk. Otherwise, I don't think I will remember it tomorrow."
{Oh, no, I did it again. What the devil makes me say such a thing? Can't I contain myself? I did the same when I was with Eiko for the first time. I said this, and our relationship started. Even after Eiko, I kept saying this kind of thing to many different women, which inevitably plunged me into a hell-like situation thereafter.
{It's easy for me to jump into an affair, but it's gut-wrenching to get myself out of it. Is it my nature? Am I soft-hearted? I wish I wasn't, but I am. Be that as it may, I'm lucky to have found my way here all in one piece. Ooki might say it's totally unnecessary in life, grinning with pity. I have repeated this kind of thing over and over, and I wonder what I crave. I'm blessed with a peaceful, warm, and comfortable family life. Isn't that enough for me?}
"Mr Takano, I would like to know what I should do with the company, I mean, with the minority shareholders."
Shino's voice brought Takano back to the real world. He was beginning to lose himself in the imagination of his own world.
Putting Two and Two Together
"Should I buy their shares, or should I increase the dividends? I really don't know what I should do. Previously, I thought that the company was mine. The founder, Sakujiro Mitsuda, had given it to me. It was just around the time when I returned to the company after the divorce.
"Sakujiro Mitsuda told me that he would give the company to me. He set up an asset management company to be the shareholder of Mukoujima Transport and gave the shares of the asset management company to me. He told me to be sure to treasure them."
"Ah, so that's the background. I see." Takano finally came to know how Shino had become the owner of the company boasting ¥10 billion in assets. He saw no reason why Kensuke Kajita, though a son of the previous president, had acted like an employee, while Shino, nothing but his wife, had acted like the owner. What once had been a mystery was now elucidated.
Still, he did not understand why Sakujiro Mitsuda, who was childless but had a wife, had given the company to Shino, who had no blood relation to him.
But it dawned on Takano that Shino and Kensuke had got married according to the founder's wishes. Takano put two and two together and understood the story. It seemed to him that what Sakujiro had done made some sense.
Men make money for women. In time, men get older. Then, men can only reward young women for their services with money.
Takano thought: {At least there had been some truth to it before the magic called Viagra had been introduced.} He secretly touched his jacket pocket. He carried Viagra with him around the clock, but not for the purpose of using it.
Illusion of Youth
Some years ago, a friend his age had given him a tablet, playfully saying, "Keep this as a lucky charm for newcomers like us to the world of the old." The tablet was inscribed with "levitra 20mg." The friend also said, "Being young means having the power to make love. This will guarantee that power, even if only through momentary illusion."
While watching Reiko out of the corner of his eyes, Takano said to Shino, "Your ownership ratio is enough to take control, but it doesn't mean that you can get away from your obligation to reward the minority shareholders. That's what you think now, right? You're absolutely right.
"Minority shareholders of all family companies across the nation are all too ignored. They want dividend increases or share buybacks, but they cannot so much as broach the subject. Even if they did, it would be nearly impossible for their requests to be granted. The law is wrong. It should be changed. I know a case where someone had his fingers burnt at the time of inheritance only because he had owned a minority stake."
Takano told Shino what he had learned from Ooki about the man related to Dainihon Jochugiku.
"It's unreasonable. They have no option but to sell their minority shares while they are alive, but the question is who buys such shares?"
"The minority shareholders of our company are not making any complaints," Shino said in a whisper. Takano could not catch it. He brought his ear close to Shino's mouth.
"Yet why should I bother making a move to do something for them?" Shino let out a tempting breath, which lingered around Takano's ear.
A Duty to Minority Shareholders
"Oh, that's what you want to talk about? In my opinion, the law should make it possible for minority shareholders to demand that the company buy their shares, which they cannot do under present circumstances. It's a defect of the law. I often talk about this with Ooki.
"If shareholders are satisfied with the dividends they receive, it's no problem. But when it comes time to deal with inheritance in the future, some may face a lot of trouble. Shareholders of a high-value company need to be given bailout measures. Directors should reward shareholders on a fair and equitable basis."
"Do you mean fiduciary duties imposed on directors?"
"Yes. It's my opinion as an independent outside director. But I'm not in charge of running the company. Business operations should be handled by the management team whose members are chosen by the owner shareholder. Which is you."
"Oh, no. I've never done any wrong to our minority shareholders."
"I don't think you have. The problem may consist in the law and custom, not in any of the directors. But the owner shareholder can have the power to prevent it from arising."
"I feel like I am caught on the horns of a dilemma."
Continues in: Minority Shareholders, Chapter 32: Two Little Birds
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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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