Cover image of Shin Ushijima's best-seller novel, Delisting. (©Gentosha)
Delisting (Gentosha Bunko), written by popular author and corporate lawyer Shin Ushijima, a frequent contributor to JAPAN Forward, became a bestseller in the fall of 2025.
In October, it rose to number one in the paperback rankings at Maruzen's flagship bookstore in Marunouchi.
As someone who penned the book's commentary, I could not have been more delighted. But I must admit that its remarkable success took me by surprise.
When I saw online that Delisting ranked above Kokuho, I instinctively checked the screen twice.
Kokuho, a story steeped in art and humanity, has become this year's most talked-about novel. It has sold more than 1.8 million copies, backed in no small part by the overwhelming beauty of its film adaptation.
On the other hand, Delisting is, as its title suggests, a corporate legal story that is hardly accessible to the general reader.
Its cast centers on a formidable 69-year-old company president, his trusted managing director, and a lawyer serving as auditor. The subject matter is highly specialized and, at first glance, appears unlikely to appeal to a broad audience.
Empty Words, Growing Boards
So why, then, did it do so well? Quite simply, it tells the truth without beating around the bush.
Take, for example, the appointment of outside directors. Under Japan's Companies Act, as with other directors, such appointments are proposed by the board of directors and must be approved by a majority vote at the shareholders' meeting to be finalized.
Yet in the novel, a fictional company president, Hiyama, reflects, "If someone were asked to become an outside director at our company, wouldn't they be flattered?"
He then considers whom to choose and selects those who owe him favors or are former colleagues, people who would never dare oppose him.
The number of outside directors continues to grow, but the selection process is shrouded in opacity. Even a cursory reading of the rationales in shareholder meeting proposals shows how perfunctory they are in real life.
Former bank executives are invariably praised for "leveraging their financial expertise and experience," while university professors are said to "draw on their specialized knowledge and insights into corporate management."
It's a parade of identical phrases.
Rule of Law vs Real World
As the story unfolds, readers also gain insight into the corporate governance mechanisms envisioned under the Companies Act.
One such mechanism is the board of directors. The story depicts a scene in which the real estate firm, Green Hill A, decides to cut staff.
At an employee meeting, non-regular workers confront management, pleading, "We need money to feed our children."
However, the company does not budge.
In fact, the decision to downsize had been made unilaterally by the company president. And it was also approved by a board resolution.
The firm's legal adviser stresses the weight of board decisions, noting that even the president cannot overturn them. Though it's later withdrawn, the adviser also states, "It's not necessarily true that the board always makes the best decisions. Whether it's wrong or not may be beside the point."
That scene captures how, in a country governed by the rule of law, legal procedures can come to constrain reality itself.
When Watchdogs Don't Bite
The novel's explanation of the auditor system is equally deft. Although the system may be unfamiliar to some readers, the Companies Act grants auditors a status and authority equivalent to that of management, positioning them as so-called "watchdogs."
But the novel offers a more telling insight: "If a person who becomes an auditor at fifty-five harbors the thought of moving on to another company for an executive position, then independent judgment is nothing but a pipe dream."
"In reality, auditors rarely exercise their authority. Such people do not become auditors — in fact, they can't," the book continues.
"While auditors are formally elected by shareholders, technically it is the company president who ultimately decides."
You will not find such observations in conventional commentaries on corporate law. At most, a visit to a large bookstore will turn up sober explanations of corporate governance that conclude, rather blandly, that ensuring auditors' effectiveness remains a challenge.
Ushijima's novel is, therefore, a rare undertaking that wields the power of storytelling to reveal both the ideals of corporate law and the realities of its practice.
In that sense, the book aptly answers the question posed on its belly band: What exactly is corporate governance?
Predicting the Ghosn Scandal
Readers who pick up this novel will likewise come away with an unusually sharp lens for understanding corporate scandals.
The book's belly band boasts that it "predicted the Carlos Ghosn scandal."
In the novel, the story hinges on the discovery of a company president's hidden income, which deeply troubles the auditor who uncovers it. Remarkably, the source of this information is the president's most trusted aide.
Little known to the public, it was similarly a sitting auditor who brought the allegations against former Nissan chairman Carlos Ghosn to the Special Investigation Department of the Tokyo District Public Prosecutors' Office.
That auditor, too, was deeply troubled. In related court proceedings, he testified, "I couldn't make the decision myself. I had no choice but to let the authorities decide."
In the Ghosn case, the secretary manager later agreed to a plea bargain and provided testimony that led to Ghosn's indictment.
The structural resemblance to the novel is striking.
Spotting Trouble Before It Hits
Above all, Ushijima had been voicing concerns about Nissan's corporate governance well before the scandal erupted.
In newspaper columns titled "What Is the Purpose of High Executive Compensation?" and "The Rise in Executive Compensation and Corporate Governance," he took up Ghosn's generous pay, examined its implications for governance, and left readers with a pointed observation.
"Executives are human too," Ushijima wrote. "If they know their compensation will increase when stock prices increase, might they not lose sight of their true priorities?"
RELATED:
- INTERVIEW | Successful Lawyer and Novelist Shin Ushijima on Japan's 'Calm Before the Storm'
- AFTERWORD: Corporate Governance, 'The Only Way to Survive for Japan'
- Corporate Governance Reform: Why Share Prices and ROE Aren't Enough | JAPAN Forward
Author: Hironori Kato, journalist
(Read this in Japanese)
