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 33: A Crane's Return of Favor
Continuing from Chapter 32: Norio Takano and Shino Otsu leave the bar together and get into their waiting cars. Takano instructs his driver to follow Shino's car, and then muses about his situation. {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.
If you go down the road between the Canadian Embassy looking on to Aoyama Street in Akasaka 8-chome and the building of Ooji Paper two hundred meters toward Roppongi, you will come to a slope named Shinzaka. At the dead end is a small crossroads with a sigmoid curve and on the right side of the crossroads stands a small condominium with deep blue exterior walls. It is called Akasaka Shinzaka Park Mansion, a luxury condominium built by Mitsui Fudosan Co., Ltd.. It is a nine-unit building, in which Shino owns a one-bedroom unit for her own use. And unsurprisingly, it is in the name of the company.
A Room Full of Personal Effects
When Shino opened the door to the apartment, she found the slippers had been neatly put back in the shoe box. She had left the slippers at the front door a week before, but a contracted cleaner had taken care of the room while she was away; the glasses had been washed and neatly arranged in the cupboard.
"Would you like something to drink?"
Shino spoke to Takano sitting at the Northern European-style teak dining table. It was a strained voice. Takano felt somewhat uneasy, seated with his back off the chair. Shino was wearing a lemon yellow Ferragamo suit and a blouse of the same color, on which a number of monsters were printed as though taking aim at Takano.
"Oh, yes, please, thank you."
Takano carefully glanced around the room. He convinced himself that nothing would happen because he was drunk and that he should stay calm and relaxed.
"It's a really congenial place. It reflects the owner's frame of mind," Takano whispered, glancing at the sofa as he was darting his eyes to the window. It was a pure white leather Le Corbusier LC2 sofa. The wall was wallpapered with small red and blue floral patterns.
"Beautiful wallpaper, isn't it? It's William Morris, right? I like his designs. The pure white sofa is in love with the flowers on the wallpaper. Look at the sofa. It feels frustrated not being able to come closer and talk to the wallpaper, you see?"
"Oh, poor sofa."
Shino released a little breath, pouring green tea from a kyusu teapot into a cup.
Shizuoka Tea
"I left this place unused for a long time after I bought it. But I like the location very much, so I haven't parted with it. Now that I have time to take it easy from the vexations of the company, I'm thinking of redecorating it to use as my occasional lodging.
"When I come up to the city center for shopping and feel too lazy to go back to Mukoujima, I find it not half bad to see my own space extending before my eyes when I open the door, instead of staying at a hotel in the city center. It's kind of my meditation room."
"It makes a really luxurious meditation room. Then I can be just an eyesore." Takano, cracking a joke, reached out to a Tokoname-ware tea cup. It was a redware tea cup with a white-glazed inside.
"Wow, this tea is really delicious. From Shizuoka? It has a sweet and balmy flavor."
"Thank you. I got it from '茶茶の間'(Chachanoma) in Omotesando. That shop is amazing. This tea is called '青い鳥'(Blue Bird) and is sourced from Shizuoka."
"Huh, Blue Bird. It's a good name. Just an aside, young Ougai bought a bluebird in Ceylon, but it died by the time it reached Yokohama. Anyway, hmm…I see. This is called Blue Bird. But with or without the name, this tea is amazingly delectable."
Uguisu Mochi
"If you don't mind, let me serve you the most scrumptious Japanese sweets in the world."
"Wow, in the world?"
"Yes. Japanese sweets are unique to Japan. So, if they're the best in Japan, naturally they're the best in the world, right? A couple about my age living nearby make sweets with red bean paste of their own making."
"Ah, it must be a Japanese sweet shop called 'まめ'(Mame), located just behind Avex Inc., right?"
"Oh, no…you know the shop."
"Of course. It's been my favorite shop for years. But I wonder how much longer they're expected to have the No 1 position in Japan. Anyway, uguisu mochi from that shop in spring is one of my pleasures in life. Only once a year. Thin and soft mochi topped with light green soy flour and red bean paste in it. Oh…the thought of it makes my mouth water. The uguisu mochi defines the meaning of life: life is just a series of random events."
"Yes, as you say. Um...but you know the shop."
"Are you disappointed?"
"Yes……only a bit, though."
"It's funny, but it's OK since it's delicious, right? Whenever I see the wife of that shop, I always remember the story of 'Tsuru no Ongaeshi' (鶴の恩返し): A Crane's Return of a Favor. You've read it, I suppose.
The Crane's Story
"On a cold snowy day, a man saves a crane caught in a trap. The saved crane disguises herself as a beautiful woman and appears to the man. They marry.
"The woman weaves a beautiful brocade for the man. The man goes to town to sell it, and it sells well for a very good price. But the woman warns the man not to peek in the room where she is weaving brocade. Every time she comes out with brocade, she looks more and more haggard. It's a pathetic, sad story."
"Yes, it is. The crane plucks her feathers to weave the brocade. The wife of 'Mame' makes red bean paste with all her energy just like the crane plucking her feathers, right?"
"Yes, she does. She breaks her back for her customers, hoping that their sweets will help satisfy their customers and create some small pleasure in their lives. When red bean paste is made, she waxes lean."
"Then you decline to partake of this?" asked Shino, taking a small white box out from the fridge. There were six Japanese sweets neatly arranged in the box.
"I adore kintsuba from that shop, too. I cannot resist the red bean paste. As people of former days say, it's true we always have room for sweets."
"I have a friend who practices law and writes books, too. The wife of that shop happened to read one of his books when she had lost steam and was really downcast. She learned through the book the significance of labor and the bliss of making people happy. She was able to recompose herself. And now she continues making Japanese sweets doggedly together with her husband."
After a moment's silence, Takano said, "The outcome is here before my eyes…plucking her feathers to weave this."
A Room With Light Purple Drapes
Takano picked a square-shaped kintsuba with his right hand.
Just a little while ago, they had enjoyed dinner at a sushi bar located at the end of the ginkgo-tree-lined road leading from Meiji Memorial Picture Gallery in Gaienmae.
"Even seaweed tastes special here."
It was Takano's favorite sushi bar. When he had been taken to the bar for the first time, he had tasted salmon roe laid on a small amount of vinegar-seasoned rice. The instant he had placed it in his mouth, he had cried out in a small voice, "Wow, I've never tasted salmon roe like this before. How delicious salmon roe is!" It had happened in September a few years earlier. He had seen the chef across the counter smile slightly out of the corner of his mouth.
At that sushi bar called 'くどう'(Kudou), they had emptied a bottle of Moët & Chandon.
"I was wondering if you'd like to wind down at my place for a while. I have more to talk to you about." Shino had whispered when Takano was paying money to the owner's wife with the chiseled face. They had left their cars parked in front of the sushi bar on Route 246 and walked two abreast along Aoyama Street. About ten minutes later, they had reached Akasaka Shinzaka.
Takano thought: {hmm...no wonder she has enough property to rent. This must be one of her assets. Might the room next to this living room we are in now be a bedroom? Or like the paintings by Edward Hopper, there is nothing outside the door, and once I take a step, will I be thrown into the air? No way! I wonder what kind of bed she has...a double bed? A semi-double bed? I guess the drapes are light purple.}
Minority Shareholders In Mind
"I've been thinking of the minority shareholders," Shino said.
"Have you? I thought you'd been thinking of the money that the former president took away."
"Oh, no, that's already left my mind. Now I've come to think that he must have had his own reasons. I should have known better. Stupidly, I had trusted him with everything. I've convinced myself that the money was a kind of palimony that I had to pay him."
"But you were furious before, saying that you'd drop him in hell. Ms Tsujita told me."
"Surely, I would have liked to. I was really chagrined and upset at the time. But I'm good now. I have left it all for Ms Tsujita to handle."
"I think that's a good idea. I'm sure Ms Tsujita will do the best thing for you."
"By the way, Mr Takano, you broached the subject of minority shareholders last time. It's been in my mind since then."
"You said before that you felt like you were caught on the horns of a dilemma, didn't you?"
"I feel I am."
"Of course, I understand. I am an outside director for Mukoujima Corporation, but I myself own a number of companies."
"And none of your companies are listed, are they?"
"No, none of them are that big."
"Yet you insist that governance is needed for companies?"
"I personally own shares in a number of listed companies. I think I know a little about corporate governance. With regard to an unlisted company, whether the company has shareholders other than the owner determines its fate.
What's a President To Do?
"Ooki once said to me, 'There is one company that is both a subsidiary and a listed company. The president of the subsidiary sometimes has to face a big problem: knowing that the subsidiary has funds, the parent company demands a loan from the subsidiary.
"The subsidiary's president is driven to his wit's end. If he refuses to loan the money, he may be fired for going against the parent company. But if he loans the money, it may affect the management of the subsidiary. The subsidiary's minority shareholders enter the president's head.'"
"And what is the president expected to do?"
"He turns to Ooki for help. The subsidiary's president says that the consulting lawyers for the parent company are good for nothing because they don't act in the subsidiary's best interests. So, Ooki writes a legal opinion saying that even though it is a request from the parent company, the subsidiary cannot issue the loan because the minority shareholders should be taken into consideration.'"
"Hmm…it doesn't make sense to me."
"But the parent company finally gives up on its attempt. The parent company is, after all, a big listed company. Recently I heard there were some cases similar to that."
"So, it means that listed companies should exhibit exemplary management, right?"
"Definitely. Listed companies always have to expose their naked selves to others."
"Just like a writer."
"Yes, Mr Junichi Watanabe used to say so."
"Being a writer is something like walking along the street naked, right?" As Shino was saying so, she came around behind the chair Takano sat on. She draped her hands over Takano's shoulders and leaned forward. After a moment's hesitation, Takano stood up and embraced Shino.
Like a Girl of Fifteen
{Ah, the same thing will happen. The same thing? Even with a different woman, the same thing after all? No, no, nothing could happen. My body won't agree today, so I'll be safe.} Thinking that Takano reached out to Shino and held her tight in his arms. He pulled back a little from the hug and tried kissing her on the lips. Shino kept her eyes closed.
{Ah, here is a girl of fifteen…a girl who welcomes a man for the first time.}
They walked hand in hand with each other to the adjoining room and fell onto the bed. Takano was under Shino, finding the ceiling light dazzling.
Continues in: Minority Shareholders, Chapter 34: Shino's Secret Room
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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.
