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BOOK SERIES | Minority Shareholders, Chapter 37: Takano's New Way of Jumpstarting Japan
"Fairness" becomes the keyword for all shareholders in Chapter 37 of Shin Ushijima's novel, Minority Shareholders, as a new law ushers the story to a close.
In this last chapter of Minority Shareholders, I finish the story of Norio Takano. As a reminder, 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 37: Takano's New Way of Jumpstarting Japan
Continuing from Chapter 36: Norio Takano has died and all of the players in this story are at his funeral in Aoyama. Liberal Democratic Party politician Shinichiro Koshimizu arrives late and runs over to Tadashi Ooki. Koshimizu has been working with Takano to usher legislation for corporate reform and fairness for minority shareholders through the Diet. he grasps Ooki's hand as Ooki greets him.
"Mr Shinichiro Koshimizu, Takano had been planting trees. He was convincing himself of the possibility of leaving this world before he could accomplish his goal. Trees, regardless of who plants them, will grow if given water. And this lady, Ms Shino Otsu, will be the one to water the trees. I hope that you will help her as you helped Takano."
Shino, standing at Ooki's elbow, bowed deeply. Mr Koshimizu held her hands with both hands, shaking them up and down vigorously.
Takano's Shareholders' Bill Moves Forward
"Mr Ooki, much to my surprise, the legislation project that Mr Takano trusted to us has been making steady progress." It was Mr Shinichiro Koshimizu on the phone. He was known to have a naturally loud voice.
"Ms Otsu, who you introduced to me, oh, she's amazing. She's been working very hard and tenaciously. Anyone who talks to Ms Otsu is encouraged to get moving. Mr Takano left us the right person to fill his shoes. Some assembly members from different parties have started working on it, too. An all-party parliamentary group has been set up. I'm really grateful for her involvement."
Koshimizu was considered to be the No 1 young assembly member of the LDP. All assembly members recognized him as someone with the makings of a prime minister. He himself was modest, saying that he was still wet behind the ears. But he was innately blessed with the ability to analyze and comprehend things intellectually.
If he came to the conclusion that something should be done, he would make his move quickly without hesitation. He was decisive and energetic. And he inherited such a temperament from his father. He was greatly trusted by his peers as a person of his word.
Ooki had been on good terms with Koshimizu, his junior, who had graduated from the same high school as Ooki and Takano. Therefore, they had voluntarily supported Koshimizu since he had run in his first election.
'Unfreezing' Japan
The crux of the legislation was to empower minority shareholders of unlisted companies with appraisal rights. It can be called the right to oblige a company to repurchase shares or the right to sell shares.
The purpose was to "unfreeze" the assets of smaller companies that had remained frozen across Japan. It was also meant to encourage the owners of smaller companies in Japan to realize their mission to manage their companies properly so as to contribute to the world.
For that, the owners needed to be enlightened and given a jumpstart. All of these things should be done for the companies, for Japan, for the Japanese people. And above all, it could be done for the genuine lives of the owners who were tasked with managing their companies.
"Unfreezing Japan".… It was a phrase Takano had conceived, but it gained steam when it was uttered from the mouth of Koshimizu.
When he was presented with a compromise deal that enabled only the successor to execute the right to sell his shares at the time of succession, he rejected it outright, saying, "It wouldn't measure up to Mr Takano's expectations."
Making it Law
It was Koshimizu who had suggested that the legislation become law through an act of parliament.
Pertaining to business incorporations, the Ministry of Justice holds jurisdiction over them. But the Ministry of Justice is discreet about everything and is leaden-footed.
The Ministry of Economy, Trade and Industry is powerful. However, the legislation does not involve listed companies or business succession.
The Financial Services Agency rendered a big help with regard to corporate governance. But this is not their business to deal with. Anyway, if many different ministries and agencies are involved, it is like too many cooks spoiling the broth. This matter should be solved as soon as possible. Otherwise, it would not benefit the public and Japan would remain frozen.
Koshimizu explained this to his fellow LDP assembly members and talked them into joining his movement. He even worked on some assembly members in the Komeito Party to act on it.
"I guess the ruling parties have become monolithic, next we've got to work on the opposition parties to agree with us. Since it should be passed through an act of parliament, we need to convince the assembly members of the opposition parties, too.
We have already established an all-party parliamentary group. I want to say that everything is a go. However, in the political world, there is no telling what lies ahead. I would like you to work together with us. Please tell Ms Otsu to be ready for it, but I think she will be alright because she is possessed by Mr Takano's spirit."
"You can say that again."
Responsibility of Landowners
"There are lots of assembly members in the opposition parties who are lawyers. I'm sure that they will understand and support our plan because it makes a lot of sense."
"Well, I hope so. Oh, no, scratch that. If I say it like this, Mr Takano may say in an angry tone, 'Your conviction is not strong enough to make it happen.' Anyway, he had devised a really great idea. I'm so impressed. But I believe, Mr Ooki, you may have put him up to it, right?
"Anyway, I will do everything in my power to accomplish it and to reward Mr Takano's efforts. You have my word on it. This is imperative for Japan now. Saving minority shareholders of unlisted companies can be a way to change the world. I will work for abandoned shareholders to make their rights a reality. I will exert myself to unfreeze 'frozen Japan.'
"If Japan is unfrozen, owners of smaller companies and unscrupulous owners who are commingling public and private matters are sure to straighten themselves out. They will try their best to properly manage their companies.
"Some companies will be resigned to letting go of their assets…like the removal of the dango shop as Mr Takano often mentioned. National land belongs to no particular individual, but it belongs to all of us living in Japan. So those who happen to be landlords at the moment are obligated to use their land in such a way as will help better the world."
Revisiting the Dango Shop Story
"It's acceptable for an individual to make dango as a hobby, but it's not acceptable to manage Dango Co, Ltd just as a hobby. That's because the company enjoys privileges given to joint-stock corporations.
"If the land in Ginza has increased in price, he should do his best to develop dango that sell well in Ginza and increase profits so as to reward minority shareholders accordingly on an equitable basis. And if he cannot do so, he should repurchase their shares to satisfy minority shareholders.
"If he is required to sell his land to accomplish that purpose, real estate companies and major construction companies are willing to help him. What can be said about listed companies can be said about unlisted companies, right, Mr Ooki? Just because they have a 51% stake doesn't mean they can rest on their laurels.
"Companies that cannot reward their minority shareholders fairly have no right to derive benefit from the company system. We should not maintain such a system that allows the owners to brush aside requests by minority shareholders to repurchase their shares. We should work on unfreezing Japan. Some legal experts seem to be having complicated arguments to find a way to make share buybacks possible only in the case of unavoidable circumstances, but it's totally nonsense."
Koshimizu incessantly uttered a stream of words.
'Fairness' is Key
Ooki was glad to hear Koshimizu use the word "fairly" as Takano did and wished he could tell it to Takano in Heaven by hook or by crook.
Instead, he called Shino Otsu. "Mr Koshimizu is likely to complete what Takano left undone. It's all thanks to you. He said he would do whatever he could to help make the legislation law in order to ensure the fair treatment of minority shareholders of unlisted companies. Much to my delight, he often used the word 'fairly,' just like the way Takano did. All are the trees Takano planted, and now you are watering them."
"I can do anything if it pleases Mr Takano. There is nothing I fear because I feel he is always with me," Shino said bashfully on the phone. It was just before the phone was disconnected that Ooki heard her release a long sigh.
The law was made half a year after the all-party parliamentary group had been formed. Ooki and Shino Otsu had gone around to all parties, including the LDP and the Communist Party.
To enter the Diet Members' Office Building, you need to proceed with the entry procedure and ask a receptionist at the entrance reception to call the assembly member at his /her office to confirm the appointment. Only after that are you permitted to enter the building.
In the elevator, Ooki and Shino found that there were hundreds of names of assembly members shown around the elevator door.
"It feels like each name of these assembly members is inviting me," Shino whispered to Ooki in the elevator. Ooki gave a big nod, staring at the line between the door and the ceiling.
Reporting on Finished Business
The new law makes it possible for minority shareholders of joint-stock corporations to request their companies to purchase their shares. For the purpose of addressing conflicts that might arise in the process of determining the share price, an arbitration institution has also been established. It is staffed mainly with certified public accountants and lawyers.
Ooki left his office in his law firm and entered the meeting room. It was the same room where he had often talked with Takano.
There was nobody there.
He sat in the same chair he would sit when he had faced Takano. "Takano, what are you up to now up there? No more interest in unlisted companies? Instead, since you're in Heaven, have you been enjoying wine o'clock since morning?
"Listen, Takano, down here I have completed the business you left unfinished together with Ms Otsu. It's been perfected thanks to Mr Koshimizu, too. Had you predicted this development? Is that why you started a relationship with Ms Otsu, because you believed that she was the one to make your purpose a reality? Did you?
"You always took on trouble. It was your nature, right? Yet, you always tried to protect your wife from being hurt, and at the same time, you didn't want to make your lover cry. Good grief! I respect you. You could devote yourself to both of them because you were really rich.
A Wife's Commitment
"Anyway, was Eiko not your one true love to share your whole life with? I know you were deeply in love with her, so much so that you left your ex-wife to live with her. Yet at the very end of your life, you betrayed her. To tell the truth, I had to listen to her complaints about you so many times.
"What you did to her somewhat disappointed me. But I had to convince myself that your actions were due in a sense to the nature of man. I never told you, but she had wanted to leave you. However, I persuaded her otherwise. I said to her, 'Whoever becomes his wife, he is what he is. If that is the case, it's best you be with him.' And she responded, 'I wanted to be his last woman, not the second. I don't know what number woman I would be.' Was your last woman Ms Shino Otsu?
"I would have to say that for a happy-go-lucky man like me, who lives with his wife in peace and quiet, it would be impossible to comprehend the hell you went through in your life. But I'm sure you yourself had even spent days in anguish. Of course, you had because it was a living hell. But those days are gone, and so are you.
Jumpstarting Companies Across Japan
"Norio Takano is found nowhere, but the trees you planted are steadily growing day by day. They are the trees to save Japan. All unlisted companies, family companies, and smaller companies across Japan will be jumpstarted. Japan, which has been sealed in ice, will be able to fly from the melted ice.
"I told you before about something that keeps your spirit alive in people's hearts, though I don't remember when. Now you can no longer see or hear anything that keeps your spirit alive in people's hearts, much less smell its aroma.
"But while people continue to exist in Japan and the company system is utilized by people, people turn to the exuvia of the life you left in this world, and this law is exactly your exuvia. You lived and have gone like a cicada shedding its exuvia, singing all day long, and then leaving this world. Only the exuvia of your life was left. The exuvia reflects the shape of Norio Takano himself.
"Well, by the way, Takano, how did the redefinition of your life go? Was it successful? Were you not halfway? I believe you had a lingering affection for this world. But you know, people say a sudden death is best to vanish from this world. Although it was an unexpected death before you saw the success of your project, you may be lucky not to have to face the disillusion that might ensue."
There was nobody there to respond. {No wonder. "Death is a grave event that puts an end to everything."} Ooki muttered to himself. Just at that moment, Ooki clearly heard Takano's voice, "Farewell! This・is・the・end."
Author's Note
I thought about corporate governance for a long time. But it was corporate governance for listed companies.
Therefore, I wrote a novel titled General Shareholders' Meetings (1999, Gentosha). It is a story about an assistant manager of a company's administration department who hijacks the general shareholders' meeting using powers of attorney. I wrote it twenty-four years ago.
On the other hand, as a lawyer, I have done a lot of work for unlisted companies, too. During the heyday of the bubble, I helped a company stave off a prima facie takeover. The raider was neither interested in the company itself nor in its business. It just aimed to acquire the land on which the head office of the company stood. For that purpose alone the raider aggressively and relentlessly launched a sudden attack on the company.
In time, I came to understand that corporate governance is important for listed companies but even more so for unlisted companies.
My thoughts were on minority shareholders who were ignored by their owner presidents and had no options to counterattack them. It is not fair. My blood boiled with righteous indignation. It is legal, but not fair, that is my belief.
Hence I wrote this novel.
Acknowledgements
I owe a great debt of gratitude to my editor, Mr Kousuke Minowa, who instantly took an interest in the story about Dainihon Jochugiku. Also, I owe a great deal to a friend of mine, Mr Hiroyuki Abe, whose support made this book possible. Through his site, I was able to complete the story. I would like to extend my deepest thanks to both of them in this English digital format edition.
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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. We hope you have enjoyed the series 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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