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Minority Shareholders, written by Japanese lawyer and novelist Shin Ushijima, is a fictional novel. It tells the story of a powerful lawyer named Tadashi Ooki, and the legendary elite manager Norio Takano. In the story, the two stand up for disgruntled minority shareholders when Sohei Kawano, the president of the family owned company Sumida Iron Works, leaves the minority stock frozen.
The author is the founding partner of Ushijima & Partners. As a lawyer he has an enormous wealth of experience in international transactions, merger and acquisition, dispute resolution, system development, anti-monopoly law, labor, and tax law. In the area of dispute resolution, he excels at cross-border and large-scale complex disputes. Shin Ushijima currently serves as the president of an NPO called the "Japan Corporate Governance Network." Composed of 600 members, it includes 100 former CEOs. He has also served as a board member of several well-known companies, including listed companies, and in his leisure moments, he writes fiction. Additional details on Shin Ushijima's profile and career, awards, publications, and seminars are available at his website: Ushijima & Partners, Attorneys-at-Law.
Author’s Note and Acknowledgements (Minority Shareholders)
A long time ago, during the bubble period, I met Norio Takano. He is not a specific person, but a character created for my book out of some high rollers who had existed during the bubble period. Some of them joined the majority.
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, through reconciliation with the court involved. At the time I was on the opposite side, on the side of the owner shareholder.
Ten years after the bubble popped, I started work related to corporate governance. In the course of time, I came to realize that corporate governance should function not only for listed companies, but also for unlisted companies. I am confident about the realism of this story from my experience working for unlisted family companies. In a nutshell, problems persist in joint-stock corporations, not in individuals. The thing is, what is an organization called a company?
What if Norio Takano were reborn in this era?
Thanks first of all to my excellent editor, Mr Kousuke Minowa, from Gentosha Literary Publication. I wove this story, thinking about what corporate governance meant to unlisted family companies. And Mr Minowa supported me all through the process. Thanks also to Mr Hiroyuki Abe, who heads up a site called Japan In-depth. He kindly serialized this story on his site. I would like to extend my gratitude to both of them.
Lawyers always know where they should stand from the beginning. It all rests with the position of the client. In the case of a company, if the client is the majority shareholder, they stand on the side of the company. If the client is in the minority, they stand on the side of minority shareholders.
Being a writer, I could be anything in my story ー a hero during the bubble period, the wife of the owner, president of a family company, or even an eighty-eight-year-old woman minority shareholder of an unlisted company. Incidentally, the lawyer in the story who is a friend of Mr Norio Takano is not me. I imagine that if Ougai Mori were to be alive and practice law in this era, he would be like this lawyer.
