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BOOK SERIES | Minority Shareholders, Chapter 32: Two Little Birds
The outside director and the owner-chairperson of Mukoujima Co share a risky glass of Tokaji in Chapter 32 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 32: Two Little Birds
Continuing from Chapter 31: Norio Takano, now the company's outside director, is in a bar talking with Shino Otsu, the president. He explains, "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."
Everyone Has Their Own Taste
Shino drank up the Tokaji and held the empty glass in front of her eyes. She closed one eye, looking at Takano through the glass, and whispered to herself: {how funny we are! Strange exchange of words. What I am going to do will not be beneficial for me at all. But I would like to continue talking about this with the person before my eyes. Why? Because I want him to commend me, "You've done a good job."
{If Sakujiro Mitsuda were to know this, what would he say? "You're such a soft-headed little girl. Grow up. I'm in the nether regions, so I cannot help you anymore. If you throw away the property in your hands, mind you, you'll never get it back. You'll wind up deeply regretting it."
{He said the same thing to me at the time I left the company. "Oh, you're getting married. Congratulations. But if you leave this company, I cannot reach out to you any longer." But I was too young, only twenty-one, and left him for a young man. Sure enough, soon after that, we split up and I returned to Sakujiro Mitsuda.
{"You've been away on a long journey. Welcome back." He said so and hugged me gently. I was in his arms, shedding tears quietly. It was forty years ago. He died a few years later. At the time, I was Kajita changing from Otsu. It was Sakujiro that made me rich as I am now.}
She heard Takano's voice.
Another Glass of Tokaji
"You're the owner of an unlisted company, but suppose your company is listed. It's easier to figure out what you have to do. Even minority shareholders should be treated fairly because they are also shareholders. You can increase dividends or make share buybacks possible. It's also good to increase the value of the shares through the improvement of business performance."
"You mean, Mukoujima Corporation should make new investments?"
"I know it won't be easy. Even listed companies have accumulated retained earnings of ¥250 trillion JPY in total, which has become a frequent target of criticism. Yet, they cannot find a way to put them to better use. Some companies acquire overseas companies through merger & acquisition, but it usually ends in a fiasco. One such example is Toshiba. It rings a bell, right?"
"So what should I do with our company?"
"Let's think together for a better solution. For that purpose, I'm here as an outside director. It's the outside director's responsibility not only to supervise the management but also to give proper advice when necessary."
Takano's tender and gentle voice softly brushed Shino's ear.
Shino thought: {This is it. I would like to talk about this with him alone, if possible, anytime, anywhere, and for as long as that takes.}
"Yes, I really appreciate your involvement now and well into the future."
"Would you fancy another glass, the same Tokaji, for both of you?" Reiko cut in, holding a small bottle of Tokaji in her left hand.
With a smile, she filled the two empty glasses again.
Takano thought: {Ah…the wine in the glass can be refilled even though depleted; it can be put back to its original state over and over again, but the time of human life goes by, never to return. How cruel and merciless!}
No Longer Strangers
Takano, in spite of himself, laid his left hand on Shino's right hand on the counter. Shino grasped Takano's hand with her left hand. They exchanged glances.
"Your hands are cold."
"Yes. I've had cold hands since childhood."
Instantly, their relationship changed. They were no longer strangers. Hands work to convey messages in the mind. Clasping each other's hands develops the relationship. It is exactly what Mr Hitoshi Ito (a Japanese poet and novelist) said, "Men, even at age sixty, cannot extricate themselves from the craving of the flesh. Watch it! There is no telling what men will perpetrate during the time they are alive."
Takano paid close attention to his hand laid on Shino's hand. He thought: {Chances are we will kiss each other in the elevator on our way back. I guess Reiko will take a hint and not ride the elevator with us. Possibly, Shino has taken another man to this bar, and the same thing might have happened at the time. Let it pass. I don't mind. Enjoy the moment while it lasts. There is no guarantee that tomorrow will come.}
Takano decided to allow himself to go unrestrained. By the time he returned home, Eiko would be asleep. In recent years, Eiko retired to the bedroom before him, saying that she was tired and would often be found snoring peacefully when Takano turned off the bedroom light. He had come to terms with it.
When they were young, they would want each other so badly and have a rough and tumble before they went to sleep. But those days had passed. The romantic moments they had spent together were gone. Now that Eiko was spending her days in peace and quiet, Takano was left alone.
A Parade of Two
Takano wobbled a bit when he got in his car, maybe because he had waved his hand expansively to Shino as she was getting in the car parked in front of his. Mr Minami, his chauffeur, swiftly moved to hold him from the side. It was not the first time this had happened to him.
Takano recalled, {Well, well. It was like a kiss between a girl of fifteen and a boy of sixteen. We pecked each other on the lips like two little birds. It happened in the elevator, and we expected what would come next.
{No problem. If we are discreet and scrupulous, we will not cause any pain and trouble to anybody. We should not make it a big deal. We have grown old enough to act rationally. It should be a relationship suitable for a man of sixty-nine and a woman of sixty-five.
{Although I think of it just like that, if I confided in Ooki about this, what would he say?
{He used to say to me, "I've got to hand it to you for having bottomless ambitions toward life. You can't help but devour the pleasure of life just like licking up the last drop of soup left in the bowl, right? What do you call it, power or obsession? Anyway, you're haunted by whatever it is. You haven't changed since you were a high school student."
{He also might say, "Listen, you have a wife. You may drag her into your love affair. As for trust between man and woman, once you lose it, you'll never get it back. If you hurt your wife, no matter how much you regret and grieve you could never undo what's been done. You should not ruin your peaceful existence, just aflame with a passing lust."}
Imaginary Excuses
{He may grin on one side like Marcus Aurelius Antoninus, Roman emperor and stoic philosopher.
{Ooki would be right. I feel the same way. Anyway, thinking of Eiko, I can't help but feel a twinge of guilt. For Eiko, what she had done to a stranger would come back to her. It's easy to resent me. But it would boil down to the fact that she was able to get me because I was such a type of man after all.
{What goes around comes around. As Soseki Natsume said, very few things in this world can be brought to settlement. What is clear is that the position Eiko stands in now is the opposite position she stood in back in the day. It's déjà vu for her. All she can do is curse herself for having met a guy like me.}
At this time, a small half-smile broke over Takano's face…a cold smile at himself in self-pity. It was unpleasant.
{It is possible that we hide something from each other. What if Eiko is seeing another man without my knowledge? It may be in a hotel room somewhere, or it may be the room next to the hotel room where I'm staying with Shino alone. There is a concrete wall blocking out the view, but Eiko might be with a man in bed only a five-centimeter wall away, screaming with ecstatic rapture. No way to see it because the concrete blocks light and sound.
{Three hours after we separately have such joyful moments, Eiko and I could come back to our house in Himonya and embrace each other as usual…the world of flesh is full of funny things.} He laughed to himself.
Ginza Men and Women
Takano stared into Ginza's night view extending before his eyes. Lots of men as well as women who aimed for men's money and love were walking with hasty steps. It was the night view of Ginza that had been familiar to him for decades.
{If Ooki asks me why I have done this, I might respond to that serious and sober person, "If I restrain myself from doing what I like, I'll be reduced to holding a grudge against my wife, saying that she's the one to make me unhappy. It's unreasonable and self-centered, I know, but I can't help it.
{Usually, the wife never understands such a man. Even if the husband honestly confesses his adultery, the wife never forgives him regardless. Men and women can never completely connect with each other. This is the reason why the man has to learn at the earliest stage that keeping his adultery hidden from his wife is the best way."
{"What a poor subterfuge!" Ooki would say, laughing out loud. It must be beyond his understanding. Except for work, his devotion lies in gardening with his wife in the kitchen garden on his condominium's small thirty-three-square-meter balcony.
{Ooki once said, "The flower gardening in the Edo era greatly contributed to world cultural history. So much so that it helped create new occupations such as landscapers and gardeners. You can say it's close to corporate governance in the sense that it created employment. First of all, don't you want to know how the morning glory developed into the present-day morning glory?"
{Go figure. It looked like he was not altogether joking. But certainly, he is a man of a different sort living in a world entirely different from my own.}
Cultivating a Secret
{I admit that Ooki arguably has long-standing expertise in gardening. Before I cracked a joke at him, saying that people like him were previously called "gardening-mad." And what I saw was an incredibly delightful expression wash over his face.
{When he was a novice lawyer living in a condominium with a small balcony, he had replanted celosias in a big planter. He had said, "My grandmother used to appreciate this flower in her small garden. I learned it from her at the time."
{It sometimes occurs to me that Ooki has kept something hidden. Like the memory of a dancing girl, Elise, for Ougai Mori, Ooki must have gone through some sort of romance in his thirties, which still remains as embers smoldering in the ashes. Only one occasion in life; something that can never be erased. I suspect so.
{I think Ooki has decided to become a philistine for the same reason as Ougai. But I have never confronted him. If he had wanted to tell me about it, he would have done so. He hasn't told me because he doesn't want to. Although we have been friends for decades, it could be that we know only a little about each other. I am convinced now. He may feel the same way. It's a mutual feeling, I think.
{I myself have been serious about each and every one of the women I have had a relationship with. Ooki just doesn't understand. There is no accounting for taste. Everyone has their own taste. It is my genes that work to determine the course of my life, and I cannot do anything about it.}
Live and Let Live
{In a way, I envy Ooki: he has a peaceful and calm life with his wife, which makes it possible for him to work to his heart's content. He works with great passion and goes home to a peaceful life with morning glories, celosias, and orchids. Good enough. Nobody derides him; on the contrary, everybody applauds him.
{I'm not Ooki. Live and let live.
{But he would say, "Takano, you always take chances and get your fingers burnt. But you've never learned at all since you had an affair with Eiko. You're doing the same thing over and over again. It's just like a guinea pig convulsing every time it's injected with a drug." He may commiserate with me.
{No, no. Maybe he may warn me with a really serious face. "Listen, Takano, this time things are different. You cannot have your way. You're an outside director, and she's the owner-chairperson of the company. You may say nobody should interfere with a relationship between a man and a woman, but that doesn't make a good excuse. So you know that?"
{I'm sure he will say so. A very discreet and strait-laced person like him cannot venture to experience the bliss that lies only in the dark side of life. "You have a wife and children. That's enough burden for a person to shoulder. I don't understand why you don't try to let go of your earthly desires.}
Whatever Happens…
{Life is short and ends when your number is up. It doesn't matter whether you believe you have fully enjoyed human pleasures or not. And you'll never be reincarnated. Even if you are reincarnated, it wouldn't make your life much different. Mind you, there is no better life than to live in peace and quiet. And it is best to slip away in that state of mind," Ooki always says. And he really believes it.
{But Ooki, you told me that Ougai had uttered, "nonsense, nonsense," when he was on his deathbed. It is said that Hitoshi Ito repeated, "I'm an imbecile. I'm an imbecile," when he was dying.
{Whatever, I don't need to worry much because Mukoujima Corporation is a small company, not listed, and those concerned with the company are limited in number.
{What a burden! I wish I could live as I like.
{But although I think that, in reality, whatever happens, is going to happen. No use resisting it, I will do what little I can. Whether you do your best or not, you will die anyway when your time comes.}
In the dark car, Takano took a white handkerchief out of the right pocket of his pants and neatly wiped his lips. His heart missed a beat as he glanced again at the handkerchief, but he was relieved to find no smear on it.
Continues in: Minority Shareholders, Chapter 33: A Crane's Return of Favor
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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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